{"component": "clause", "props": {"groups": [{"snippet_links": [{"key": "with-respect-to", "type": "clause", "offset": [4, 19]}, {"key": "after-the-closing-date", "type": "clause", "offset": [42, 64]}, {"key": "loan-party", "type": "definition", "offset": [72, 82]}, {"key": "subject-to", "type": "definition", "offset": [178, 188]}, {"key": "section-73", "type": "clause", "offset": [219, 230]}, {"key": "the-administrative-agent", "type": "definition", "offset": [247, 271]}, {"key": "benefit-of-the-lenders", "type": "clause", "offset": [281, 303]}, {"key": "perfected-lien", "type": "definition", "offset": [321, 335]}, {"key": "deliver-to", "type": "definition", "offset": [362, 372]}, {"key": "agreement-or", "type": "definition", "offset": [446, 458]}, {"key": "other-documents", "type": "definition", "offset": [464, 479]}, {"key": "actions-necessary", "type": "clause", "offset": [673, 690]}, {"key": "perfected-first-priority-security-interest", "type": "clause", "offset": [787, 829]}, 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"clause", "offset": [4978, 4995]}, {"key": "total-outstanding", "type": "clause", "offset": [5017, 5034]}, {"key": "voting-capital-stock", "type": "definition", "offset": [5035, 5055]}, {"key": "other-action", "type": "clause", "offset": [5345, 5357]}], "samples": [{"hash": "dhnfr3gdwxd", "uri": "/contracts/dhnfr3gdwxd#additional-collateral-etc", "label": "Credit Agreement (C-Iii Capital Partners LLC)", "score": 22.8151950836, "published": true}, {"hash": "4ab96fFPnFP", "uri": "/contracts/4ab96fFPnFP#additional-collateral-etc", "label": "Credit Agreement (C-Iii Capital Partners LLC)", "score": 22.8151950836, "published": true}, {"hash": "b1aCmFedxcz", "uri": "/contracts/b1aCmFedxcz#additional-collateral-etc", "label": "Credit Agreement (Grubb & Ellis Co)", "score": 22.7960300446, "published": true}], "snippet": "(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 (d) below and (y) any property subject to a Lien expressly permitted by Section 7.3(c)) 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 reasonably advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest (subject to such Liens expressly permitted by Section 7.3) 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.\n(b) With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $1,000,000 acquired after the Closing Date by any Loan Party (other than any such real property subject to a Lien expressly permitted by Section 7.3(c)), promptly (i) execute and deliver a first priority Mortgage, in favor of the Administrative Agent, for the benefit of the Lenders, covering such real property, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) as well as a current ALTA survey thereof, together with a surveyor\u2019s certificate and (y) any consents or estoppels reasonably deemed necessary or reasonably advisable by the Administrative Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.\n(c) With respect to any new Domestic Subsidiary of Parent Guarantor created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (c), shall include any Domestic Subsidiary that ceases to be an Excluded Subsidiary) or any other Subsidiary of a Loan Party requested from time to time by the Borrower, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan Party, (ii) deliver to the Administrative Agent the certificates (if any) representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest (subject to such Liens expressly permitted by Section 7.3) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, 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 (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.\n(d) With respect to any new Foreign Subsidiary created or acquired after the Closing Date by any Loan Party, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Foreign Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, reasonably desirable to perfect the Administrative Agent\u2019s security interest therein, and (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.", "size": 378, "hash": "1eef65408fef5a0307f32c1a3d959d19", "id": 1}, {"snippet_links": [{"key": "with-respect-to", "type": "clause", "offset": [4, 19]}, {"key": "after-the-closing-date", "type": "clause", "offset": [42, 64]}, {"key": "any-loan", "type": "clause", "offset": [68, 76]}, {"key": "subject-to", "type": "definition", "offset": [170, 180]}, {"key": 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"/contracts/120sfblkWht#additional-collateral-etc", "label": "Credit Agreement (ESH Hospitality, Inc.)", "score": 25.5886383057, "published": true}], "snippet": "(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.\n(b) With respect to any new Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), 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 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 the Capital Stock of such new Subsidiary that is owned by any Loan Party, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, 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 and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.\n(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, 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 as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent\u2019s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assets.", "size": 254, "hash": "caf83d3cfebe03363f50fa3e2f08e250", "id": 2}, {"snippet_links": [{"key": "with-respect-to", "type": "clause", "offset": [4, 19]}, {"key": "after-the-closing-date", "type": "clause", "offset": [42, 64]}, {"key": "by-the-company", "type": "clause", "offset": [65, 79]}, {"key": "subsidiary-guarantor", "type": "definition", "offset": [87, 107]}, {"key": "interest-in-real-property", "type": "clause", "offset": [128, 153]}, {"key": "subject-to", "type": "definition", "offset": [236, 246]}, {"key": "excluded-subsidiary", "type": "clause", "offset": [314, 333]}, {"key": "benefit-of-the-secured-parties", "type": 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"type": "clause", "offset": [6731, 6741]}, {"key": "duties-of-the", "type": "definition", "offset": [6766, 6779]}, {"key": "new-subsidiary", "type": "definition", "offset": [6835, 6849]}, {"key": "for-the-purposes-of", "type": "clause", "offset": [6937, 6956]}, {"key": "existing-subsidiary", "type": "definition", "offset": [6991, 7010]}, {"key": "restricted-subsidiaries", "type": "clause", "offset": [7083, 7106]}, {"key": "the-capital-stock", "type": "clause", "offset": [7566, 7583]}, {"key": "the-certificates", "type": "definition", "offset": [7838, 7854]}, {"key": "stock-powers", "type": "definition", "offset": [8046, 8058]}, {"key": "officer-of-the-company", "type": "clause", "offset": [8114, 8136]}, {"key": "a-party", "type": "clause", "offset": [8236, 8243]}, {"key": "actions-necessary", "type": "clause", "offset": [8307, 8324]}, {"key": "immaterial-subsidiary", "type": "clause", "offset": [9073, 9094]}, {"key": "legal-opinions", "type": "clause", "offset": [9138, 9152]}, {"key": "relating-to", "type": "definition", "offset": [9153, 9164]}, {"key": "without-limiting-the-generality-of-the-foregoing", "type": "clause", "offset": [9330, 9378]}, {"key": "obligation-to", "type": "clause", "offset": [9481, 9494]}, {"key": "any-other-person", "type": "definition", "offset": [9524, 9540]}], "samples": [{"hash": "e4fOqVroBL7", "uri": "/contracts/e4fOqVroBL7#additional-collateral-etc", "label": "Credit Agreement (Harsco Corp)", "score": 30.5058174133, "published": true}, {"hash": "fhh65mIE4k1", "uri": "/contracts/fhh65mIE4k1#additional-collateral-etc", "label": "Amendment to Credit Agreement (Harsco Corp)", "score": 28.4681720734, "published": true}, {"hash": "bvKMFnHsBQZ", "uri": "/contracts/bvKMFnHsBQZ#additional-collateral-etc", "label": "Amendment and Restatement Agreement (Harsco Corp)", "score": 27.8528404236, "published": true}], "snippet": "(a) With respect to any Property acquired after the Closing Date by the Company or any Subsidiary Guarantor (other than (w) any interest in real property or any Property described in paragraph (b) of this Section 6.08, (x) any Property subject to a Lien permitted by Section 7.03(g) or (y) Property acquired by an Excluded Subsidiary) as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement and such other documents (including intellectual property security agreements) as the Collateral Agent reasonably deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such Property (to the extent such Property is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement) and (ii) take all actions reasonably necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject, except in the case of the pledge of Capital Stock of any Subsidiary, to Liens permitted by Section 7.03) in such Property (to the extent required by the Guarantee and Collateral Agreement), including without limitation, the filing of Uniform Commercial Code financing statements and/or intellectual property security agreements as may be required by the Guarantee and Collateral Agreement or as may be reasonably requested by the Collateral Agent.\n(b) With respect to any fee simple interest in any real property having a value (together with improvements thereof) of at least $5,000,000 acquired after the Closing Date by the Company or any Subsidiary Guarantor (or owned by any Person that becomes a Subsidiary Guarantor), the Company shall notify the Collateral Agent and the Co-Collateral Agent promptly after the Borrower obtains knowledge thereof, to permit the Collateral Agent and the Co-Collateral Agent to comply with the Flood Insurance Laws, and within 90 days following the date of such acquisition of such real property or the date on which such Person becomes a Subsidiary Guarantor (or such longer period as the Collateral Agent and the Co-Collateral Agent shall reasonably agree or as may be reasonably required to permit completion of flood insurance diligence by the Collateral Agent and the Co-Collateral Agent), (i) execute and deliver a Mortgage in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such real property, (ii) if requested by the Collateral Agent, deliver to the Collateral Agent (A) a lender\u2019s title insurance policy, in form and substance reasonably acceptable to the Collateral Agent, insuring such Mortgage as a first lien on such Mortgaged Property (subject only to Liens permitted by Section 7.03), (B) an American Land Title Association/American Congress of Surveying and Mapping (ALTA/ACSM) form of survey by a duly registered and licensed land surveyor for which all necessary fees have been paid dated a date reasonably acceptable to the Collateral Agent, certified to the Collateral Agent and the title company in a manner reasonably satisfactory to the Collateral Agent, (C) to the extent required by Financial Institutions Reform, Recovery, and Enforcement Act of 1989, Pub.L. 101-73, \u2587\u2587\u2587 \u2587\u2587\u2587\u2587. \u2587\u2587\u2587, enacted August 9, 1989, or any other applicable law, an appraisal, and (D) an opinion of local counsel reasonably satisfactory to the Collateral Agent. No later than 30 days (or such later date as the Collateral Agent or Co-Collateral Agent shall reasonably agree) prior to the date on which a Mortgage is executed and delivered pursuant to this Section 6.08(b), in order to comply with the Flood Laws, the Collateral Agent and the Co-Collateral Agent shall have received the following documents (collectively, the \u201cFlood Documents\u201d), in form and substance reasonably satisfactory thereto: (1) a completed standard \u201clife of loan\u201d flood hazard determination form (a \u201cFlood Determination Form\u201d), (2) if the improvement(s) to the applicable improved real property is located in a special flood hazard area, a notification to the Company (\u201cCompany Notice\u201d) and (if applicable) notification to the Company that flood insurance coverage under the National Flood Insurance Program (\u201cNFIP\u201d) is not available because the community does not participate in the NFIP, (3) documentation evidencing the Company\u2019s receipt of the Company Notice (e.g., countersigned Company Notice, return receipt of certified U.S. Mail, or overnight delivery), and (4) if the Company Notice is required to be given and flood insurance is available in the community in which the property is located, evidence of flood insurance reasonably satisfactory to the Collateral Agent and the Co-Collateral Agent (any of the foregoing being \u201cEvidence of Flood Insurance\u201d). Notwithstanding anything to the contrary contained herein, if either the Collateral Agent or the Co-Collateral Agent are unable or fail to complete flood insurance diligence to its reasonable satisfaction so as to permit the Company or any Subsidiary Guarantor to deliver a Mortgage as required by this Section 6.08(b), then so long as the Company or such Subsidiary Guarantor otherwise has complied with this Section 6.08(b), the Company or such Subsidiary Guarantor shall have no obligation hereunder to deliver such Mortgage (and no Event of Default shall be deemed to arise from the Company\u2019s or such Subsidiary Guarantor\u2019s failure to deliver such Mortgage) unless and until both the Collateral Agent and the Co-Collateral Agent completes such flood insurance diligence to their reasonable satisfaction (after which the Company or such Subsidiary Guarantor shall have a period of 30 additional days following written notification thereof to execute and deliver such Mortgage). If at any time while this Agreement is in effect Bank of America, N.A. ceases to be a Lender, then there shall no longer be a Co-Collateral Agent hereunder, and all consent or approval rights of Co-Collateral Agent contained in this Agreement (including, without limitation, in Section 6.05 and this Section 6.08(b)) shall be deemed to be satisfied by the consent or approval of the Collateral Agent; provided, however, that at any time thereafter, the Required Lenders may elect to designate and appoint a successor Co-Collateral Agent, which successor Co-Collateral Agent shall be (i) a Lender, (ii) a bank with an office in New York, New York, or an Affiliate of any such bank, and (iii) reasonably satisfactory to the Company, in which event such successor Co-Collateral Agent shall become vested with all the rights, powers, privileges and duties of the Co-Collateral Agent hereunder.\n(c) With respect to any new Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), by the Company or any of its Restricted Subsidiaries (other than by an Excluded Subsidiary), within 45 days following the date of such creation or acquisition (or such longer period as the Collateral Agent shall reasonably agree), (i) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company or any Subsidiary Guarantor (to the extent such Capital Stock is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement), (ii) deliver to the Collateral Agent the certificates representing such Capital Stock (to the extent such Capital Stock is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or such Subsidiary Guarantor, as the case may be and (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a perfected first priority security interest (subject, except in the case of the pledge of any Capital Stock of any Subsidiary, to Liens permitted by Section 7.03) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary to the extent required by the Guarantee and Collateral Agreement, including, without limitation, the filing of Uniform Commercial Code financing statements and intellectual property security agreements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law and if reasonably requested by the Collateral Agent, with respect to any Subsidiary other than an Immaterial Subsidiary, deliver to the Collateral Agent customary legal opinions relating to the matters described above.\n(d) The Co-Collateral Agent shall not have any duties or obligations except those expressly set forth in Section 6.05 and Section 6.08. Without limiting the generality of the foregoing, the Co-Collateral Agent is not subject to any fiduciary or other implied duties, nor has any duty or obligation to any Lender or participant or any other Person as a result of the Co-Collateral Agent\u2019s rights under Section 6.05 and Section 6.08.", "size": 178, "hash": "0d7af45564daf7bdd669524d8ace4895", "id": 3}, {"snippet_links": [{"key": "with-respect-to", "type": "clause", "offset": [4, 19]}, {"key": "after-the-closing-date", "type": "clause", "offset": [42, 64]}, {"key": "by-the-borrower", "type": "clause", "offset": [65, 80]}, {"key": "subject-to", "type": "definition", "offset": [203, 213]}, {"key": "section-63", "type": "clause", "offset": [244, 255]}, {"key": "the-administrative-agent", "type": "definition", "offset": [272, 296]}, {"key": "benefit-of-the-lenders", "type": "clause", "offset": [306, 328]}, {"key": "perfected-lien", "type": "definition", "offset": [346, 360]}, {"key": "deliver-to", "type": "definition", 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perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Security and Pledge 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 except as prohibited by documents permitted by Section 6.13 and (ii) take all actions 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 Liens permitted by Section 6.3 and perfected to the extent required by the Security and Pledge Agreement, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security and Pledge Agreement or by law or as may be requested by the Administrative Agent.\n(b) With respect to any fee interest in any real estate having a value (together with improvements thereof) of at least $500,000 acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than any such real estate subject to a Lien expressly permitted by Section 6.3(g)), promptly (i) execute and deliver a first priority Mortgage in favor of the Administrative Agent, for the benefit of the Lenders, covering such real estate, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real estate in an amount at least equal to the purchase price of such real estate (or such other amount as shall be reasonably specified by the Administrative Agent) as well as a current ALTA survey thereof, together with a surveyor's certificate and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such mortgage or deed of trust, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.\n(c) With respect to any new Subsidiary (other than a Foreign Subsidiary) created or acquired after the Closing Date by the Borrower or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent such amendments to the Security and Pledge Agreement as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock if any, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge Agreement and (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Security and Pledge Agreement with respect to such new Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security and Pledge Agreement or by law or as may be requested by the Administrative Agent, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.\n(d) With respect to any new Foreign Subsidiary created or acquired after the Closing Date by the Borrower or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent such amendments to the Security and Pledge Agreement as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, if any, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Lien thereon, and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.", "size": 171, "hash": "41dd10ee608dcc9fae80ddfef51374c8", "id": 4}, {"snippet_links": [{"key": "with-respect-to", "type": "clause", "offset": [4, 19]}, {"key": "after-the-closing-date", "type": "clause", "offset": [118, 140]}, {"key": "loan-party", "type": "definition", "offset": [148, 158]}, {"key": "the-administrative-agent", "type": "definition", "offset": [171, 195]}, {"key": "benefit-of-the-lenders", "type": "clause", "offset": [205, 227]}, {"key": "perfected-lien", "type": "definition", "offset": [245, 259]}, {"key": "deliver-to", "type": "definition", "offset": [286, 296]}, {"key": "agreement-or", "type": "definition", "offset": [370, 382]}, {"key": "other-documents", "type": "definition", "offset": [388, 403]}, 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respect to any property constituting Collateral described in the Guarantee and Collateral Agreement acquired after the Closing Date by any Loan Party 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 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 Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent; provided that the Loan Parties shall not be required to take any such action with respect to any Intellectual Property acquired after the Closing Date until the earlier of the date on which (i) the aggregate value of all such Intellectual Property with respect to which the actions described above have not already been taken shall be at least $10,000,000 or (ii) the list describing such Intellectual Property is required to be furnished to the Administrative Agent and each Lender pursuant to Section 6.2(b).\n(b) With respect to any new Subsidiary (other than a Foreign Subsidiary, an Excluded Subsidiary, a Securitization Entity or any Subsidiary of a Foreign Subsidiary, Excluded Subsidiary or Securitization Entity) created or acquired after the Closing Date by any Loan Party, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement 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 the Capital Stock of such new Subsidiary that is owned by any Loan Party, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, 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 (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments, and (iv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.\n(c) With respect to any new Foreign Subsidiary created or acquired after the Closing Date by any Loan Party (other than by any Foreign Subsidiary, an Excluded Subsidiary or a Securitization Entity), promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement 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 a portion of the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 66% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent\u2019s security interest therein, and (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.", "size": 67, "hash": "a3acbd694df8a17ed2efd6f8b507ca25", "id": 5}, {"snippet_links": [{"key": "with-respect-to", "type": "clause", "offset": [4, 19]}, {"key": "after-the-closing-date", "type": "clause", "offset": [42, 64]}, {"key": "by-the-borrower", 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34.7330589294, "published": true}, {"hash": "rJqFHPuV7J", "uri": "/contracts/rJqFHPuV7J#additional-collateral-etc", "label": "Credit Agreement (B&G Foods, Inc.)", "score": 34.4264221191, "published": true}], "snippet": "(a) With respect to any Property acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than (v) any real property (or interest therein), (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity), (x) any Property described in paragraph (b) of this Section, (y) any Property subject to a Lien expressly permitted by Section 6.3(g) and (z) Property acquired by a Foreign Subsidiary) as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral 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 Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Property (subject to Liens permitted by Section 6.3), 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 or the Collateral Agent.\n(b) With respect to any new Subsidiary of the Borrower (other than a Foreign Subsidiary or a Foreign Subsidiary Holding Company) created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be a Foreign Subsidiary or a Foreign Subsidiary Holding Company), by the Borrower or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary (subject to Liens and other matters permitted by Section 6.3 and excluding real property and any interests therein, and Intellectual Property to the extent creation of a security interest therein would be contractually prohibited), 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 or the Collateral Agent, and (iv) if reasonably requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions covering matters consistent with those covered by the opinions delivered by Dechert LLP or the applicable local counsel, as the case may be, on the Closing Date relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent.\n(c) With respect to any new Foreign Subsidiary and Foreign Subsidiary Holding Company created or acquired after the Closing Date by the Borrower or any of its Domestic Subsidiaries, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable in order to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is directly owned by the Borrower or any of its Domestic Subsidiaries (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Foreign Subsidiary or Foreign Subsidiary Holding Company be required to be so pledged (it being understood and agreed that 100% of the total non-voting Capital Stock of any such Subsidiary shall be required to be pledged)), (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent or the Collateral Agent, desirable to perfect the Lien of the Collateral Agent thereon, and (iii) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and 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"notwithstanding-the-foregoing", "type": "clause", "offset": [11134, 11163]}, {"key": "new-restricted-subsidiary", "type": "definition", "offset": [11183, 11208]}, {"key": "for-the-purpose-of", "type": "definition", "offset": [11227, 11245]}, {"key": "merger-transaction", "type": "definition", "offset": [11261, 11279]}, {"key": "assets-or-liabilities", "type": "clause", "offset": [11378, 11399]}, {"key": "merger-consideration", "type": "clause", "offset": [11415, 11435]}, {"key": "the-actions", "type": "clause", "offset": [11567, 11578]}, {"key": "the-surviving-entity", "type": "clause", "offset": [11696, 11716]}, {"key": "business-days", "type": "definition", "offset": [11796, 11809]}, {"key": "from-time-to-time", "type": "clause", "offset": [11816, 11833]}, {"key": "to-be-executed", "type": "clause", "offset": [11887, 11901]}, {"key": "additional-instruments", "type": "clause", "offset": [11922, 11944]}, {"key": "request-for", "type": "clause", "offset": [12039, 12050]}, {"key": "agreement-and-the-other-loan-documents", "type": "clause", "offset": [12116, 12154]}, {"key": "rights-of-the-secured-parties", "type": "clause", "offset": [12175, 12204]}, {"key": "continuation-statements", "type": "clause", "offset": [12422, 12445]}, {"key": "similar-laws", "type": "definition", "offset": [12521, 12533]}, {"key": "in-effect", "type": "definition", "offset": [12535, 12544]}, {"key": "the-security-interests", "type": "clause", "offset": [12581, 12603]}, {"key": "provisions-of-this-section", "type": "clause", "offset": [12656, 12682]}, {"key": "the-administrative-agent-and-the-borrower", "type": "clause", "offset": [12725, 12766]}], "samples": [{"hash": "h5gzUzf33z6", "uri": "/contracts/h5gzUzf33z6#additional-collateral-etc", "label": "Credit Agreement (Booz Allen Hamilton Holding Corp)", "score": 21.6625595093, "published": true}, {"hash": "8HzGMlpBVAh", "uri": "/contracts/8HzGMlpBVAh#additional-collateral-etc", "label": "Credit Agreement (Booz Allen Hamilton Holding Corp)", "score": 21.6625595093, "published": true}, {"hash": "4zxb5tF3dIG", "uri": "/contracts/4zxb5tF3dIG#additional-collateral-etc", "label": "Credit Agreement (Booz Allen Hamilton Holding Corp)", "score": 21.5749492645, "published": true}], "snippet": "(a) With respect to any Property (other than Excluded Collateral) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 acquired after the Closing Date by any Loan Party (other than (w) any interests in Real Property and any Property described in paragraph (c) or paragraph (d) of this Section 6.8, (x) any Property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z), (y) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties\u2019 obligations with respect to which are contained in the Guarantee and Collateral Agreement)) as to which the Collateral Agent for the benefit of the Secured Parties does not have a perfected Lien, promptly (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent reasonably requests to grant to the Collateral Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Collateral Agent to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing Date), 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 reasonably requested by the Collateral Agent. If any amount in excess of $5,000,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this Agreement.\n(b) With respect to any fee interest in any Material Real Property acquired after the Closing Date by any Loan Party (other than Excluded Real Property), (i) give notice of such acquisition to the Collateral Agent and, if requested by the Collateral Agent execute and deliver a first priority Mortgage (subject to liens permitted by Section 7.3) in favor of the Collateral Agent for the benefit of the Secured Parties, covering such Real Property (provided that no Mortgage nor survey shall be obtained if the Administrative Agent determines in consultation with the Borrower that the costs of obtaining such Mortgage or survey are excessive in relation to the value of the security to be afforded thereby), (ii) if reasonably requested by the Collateral Agent (A) provide the Lenders with a lenders\u2019 title insurance policy with extended coverage covering such Real Property in an amount at least equal to the purchase price of such Real Property (or such other amount as shall be reasonably specified by the Collateral Agent) as well as a current ALTA survey thereof, together with a surveyor\u2019s certificate unless the title insurance policy referred to above shall not contain an exception for any matter shown by a survey (except to the extent an existing survey has been provided and specifically incorporated into such title insurance policy), each in form and substance reasonably satisfactory to the Collateral Agent, (B) use commercially reasonable efforts to obtain any consents or estoppels reasonably deemed necessary by the Collateral Agent, in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent and (C) provide to the Administrative Agent evidence of flood hazard insurance if any portion of the improvements on the owned Property is currently or at any time in the future identified by the Federal Emergency Management Agency as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968 (and any amendment or successor act thereto) or otherwise being designated as a \u201cspecial flood hazard area or part of a 100 year flood zone\u201d, in an amount equal to 100% of the full replacement cost of the improvements; provided, however, that a portion of such flood hazard insurance may be obtained under the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973 or the National Flood Insurance Reform Act of 1994, as each may be amended and (iii) if requested by the Collateral Agent deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent.\n(c) Except as otherwise contemplated by Section 7.7(p), with respect to any new Subsidiary that is a Non-Excluded Subsidiary created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any Subsidiary that was previously an Excluded Subsidiary that becomes a Non-Excluded Subsidiary) by any Loan Party, promptly (i) give notice of such acquisition or creation to the Collateral Agent and, if requested by the Collateral Agent, execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent reasonably deems necessary to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in the Capital Stock of such new Subsidiary that is owned by such Loan Party, (ii) deliver to the Collateral Agent the certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of such Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary (to the extent the Collateral Agent, for the benefit of the Secured Parties, has a perfected security interest in the same type of Collateral as of the Closing Date), 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 reasonably requested by the Collateral Agent. Without limiting the foregoing, if (i) the aggregate Consolidated Total Assets or annual consolidated revenues of all Subsidiaries designated as \u201cImmaterial Subsidiaries\u201d hereunder shall at any time exceed 7.5% of Consolidated Total Assets or annual consolidated revenues, respectively, of the Borrower and its Restricted Subsidiaries (as reflected on the most recent financial statements delivered pursuant to Section 6.1 prior to such time) or (ii) if any Subsidiary shall at any time cease to constitute an Immaterial Subsidiary under clause (i) of the definition of \u201cImmaterial Subsidiary\u201d (as reflected on the most recent financial statements delivered pursuant to Section 6.1 prior to such time), the Borrower shall promptly, (x) in the case of clause (i) above, rescind the designation as \u201cImmaterial Subsidiaries\u201d of one or more of such Subsidiaries so that, after giving effect thereto, the aggregate Consolidated Total Assets or annual consolidated revenues, as applicable, of all Subsidiaries so designated (and which designations have not been rescinded) shall not exceed 7.5% of Consolidated Total Assets or annual consolidated revenues, respectively, of the Borrower and its Restricted Subsidiaries (as reflected on the most recent financial statements delivered pursuant to Section 6.1 prior to such time), as applicable, and (y) in the case of clauses (i) and (ii) above, to the extent not already effected, (A) cause each affected Subsidiary to take such actions to become a \u201cSubsidiary Guarantor\u201d hereunder and under the Guarantee and Collateral Agreement and execute and deliver the documents and other instruments referred to in this paragraph (c) to the extent such affected Subsidiary is not otherwise an Excluded Subsidiary and (B) cause the owner of the Capital Stock of such affected Subsidiary to take such actions to pledge such Capital Stock to the extent required by, and otherwise in accordance with, the Guarantee and Collateral Agreement and execute and deliver the documents and other instruments required hereby and thereby unless such Capital Stock otherwise constitutes Excluded Capital Stock.\n(d) Except as otherwise contemplated by Section 7.7(p), with respect to any new first tier Foreign Subsidiary that is a Non-Excluded Subsidiary created or acquired after the Closing Date by any Loan Party, promptly (i) give notice of such acquisition or creation to the Collateral Agent and, if requested by the Collateral Agent, execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or reasonably advisable in order to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in the Capital Stock of such new Subsidiary (other than any Excluded Capital Stock) that is owned by such Loan Party and (ii) deliver to the Collateral Agent the certificates, if any, representing such Capital Stock (other than any Excluded Capital Stock), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of such Loan Party, and take such other action as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect or ensure appropriate priority the Lien of the Collateral Agent thereon.\n(e) Notwithstanding anything in this Section 6.8 to the contrary, neither the Borrower nor any of its Restricted Subsidiaries shall be required to take any actions in order to perfect the security interest in the Collateral granted to the Collateral Agent for the ratable benefit of the Secured Parties under the laws of any jurisdiction outside the United States.\n(f) Notwithstanding the foregoing, to the extent any new Restricted Subsidiary is created solely for the purpose of consummating a merger transaction pursuant to an acquisition permitted by Section 7.7, and such new Subsidiary at no time holds any assets or liabilities other than any merger consideration contributed to it contemporaneously with the closing of such merger transaction, such new Subsidiary shall not be required to take the actions set forth in Section 6.8(c) or 6.8(d), as applicable, until the respective acquisition is consummated (at which time the surviving entity of the respective merger transaction shall be required to so comply within ten Business Days).\n(g) From time to time the Loan Parties shall execute and deliver, or cause to be executed and delivered, such additional instruments, certificates or documents, and take all such actions, as the Collateral Agent may reasonably request for the purposes implementing or effectuating the provisions of this Agreement and the other Loan Documents, or of renewing the rights of the Secured Parties with respect to the Collateral as to which the Collateral Agent, for the ratable benefit of the Secured Parties, has a perfected Lien pursuant hereto or thereto, including, without limitation, filing any financing or continuation statements or financing change statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created thereby. Notwithstanding the foregoing, the provisions of this Section 6.8 shall not apply to assets as to which the Administrative Agent and the Borrower shall reasonably determine that the costs and burdens of obtaining a security interest therein or perfection thereof outweigh the value of the security afforded thereby.", "size": 59, "hash": "c1db53cf3d486205cf12faaf3eb4db92", "id": 7}, {"snippet_links": [{"key": "with-respect-to", "type": "clause", "offset": [4, 19]}, {"key": "restatement-effective-date", "type": "definition", "offset": [128, 154]}, {"key": "loan-party", "type": "definition", "offset": [162, 172]}, {"key": "the-administrative-agent", "type": "definition", "offset": [185, 209]}, {"key": "benefit-of-the-lenders", "type": "clause", "offset": [219, 241]}, {"key": "perfected-lien", "type": "definition", "offset": [259, 273]}, {"key": "deliver-to", "type": "definition", "offset": [300, 310]}, {"key": "agreement-or", "type": "definition", "offset": [384, 396]}, {"key": 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"definition", "offset": [5759, 5776]}, {"key": "the-purchase-price", "type": "clause", "offset": [5777, 5795]}], "samples": [{"hash": "iWXHuUlUiBn", "uri": "/contracts/iWXHuUlUiBn#additional-collateral-etc", "label": "Credit Agreement (Avis Budget Group, Inc.)", "score": 27.3983573914, "published": true}, {"hash": "bZmmOanpEF6", "uri": "/contracts/bZmmOanpEF6#additional-collateral-etc", "label": "Credit Agreement (Avis Budget Group, Inc.)", "score": 25.7611217499, "published": true}], "snippet": "(a) With respect to any property constituting Collateral described in the Guarantee and Collateral Agreement acquired after the Restatement Effective Date by any Loan Party 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 under the laws of the United States and (ii) take all actions 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 filing documents in the United States Patent and Trademark Office and United States Copyright Office and 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 subject to the terms of the Guarantee and Collateral Agreement; provided that the Loan Parties shall not be required to take any such action with respect to any Intellectual Property acquired after the Restatement Effective Date until the list describing such Intellectual Property is required to be furnished to the Administrative Agent and each Lender pursuant to Section 6.2(b); provided further that Holdings, the Borrower and its Subsidiaries shall not be required to take any actions to perfect a security interest in Intellectual Property under foreign local laws.\n(b) With respect to any new Subsidiary (other than a Foreign Subsidiary, an Excluded Subsidiary, an Excluded Person, a Securitization Entity or any Subsidiary of a Foreign Subsidiary, Excluded Subsidiary or Securitization Entity) created or acquired after the Restatement Effective Date by any Loan Party, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement 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 the Capital Stock of such new Subsidiary that is owned by any Loan Party, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement under the laws of the United States with respect to such new Subsidiary, 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 (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments, and (iv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.\n(c) With respect to any new Foreign Subsidiary created or acquired after the Restatement Effective Date by any Loan Party (other than by any Foreign Subsidiary, an Excluded Subsidiary, an Excluded Person or a Securitization Entity), promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement 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 a portion of the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent\u2019s security interest therein, and (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.\n(d) With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $5,000,000 acquired after the Restatement Effective Date by any Loan Party (other than any such real property subject to a Lien expressly permitted by Section 7.3(h) or 7.3(o)), promptly (i) execute and deliver a first priority Mortgage, in favor of the Administrative Agent, for the benefit of the Lenders, covering such real property and (ii) in the case of any fee owned real property with a value of $5,000,000 or more, if reasonably requested by the Administrative Agent (x) provide the Lenders with title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) and (y) deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.", "size": 12, "hash": "6fd1f747a5fba3f68bab8f43e5e870c4", "id": 8}, {"snippet_links": [{"key": "with-respect-to", "type": "clause", "offset": [0, 15]}, {"key": "after-the-closing-date", "type": "clause", "offset": [38, 60]}, {"key": "group-member", "type": "definition", "offset": [68, 80]}, {"key": "subject-to", "type": "definition", "offset": [173, 183]}, {"key": "section-83", "type": "clause", "offset": [214, 225]}, {"key": "foreign-subsidiary", "type": "definition", "offset": [259, 277]}, {"key": "not-required", "type": "definition", "offset": [311, 323]}, {"key": "the-security-documents", "type": "clause", "offset": [350, 372]}, {"key": "the-administrative-agent", "type": "definition", "offset": [386, 410]}, {"key": "benefit-of-the-secured-parties", "type": "clause", "offset": [420, 450]}, {"key": "perfected-lien", "type": "definition", "offset": [468, 482]}, {"key": "deliver-to", "type": "definition", "offset": [509, 519]}, {"key": "agreement-or", "type": "definition", "offset": [593, 605]}, {"key": "other-documents", "type": "definition", "offset": [611, 626]}, {"key": "actions-necessary", "type": "clause", "offset": [828, 845]}, {"key": "perfected-first-priority-security-interest", "type": "clause", "offset": [939, 981]}, {"key": "uniform-commercial-code-financing-statements", "type": "clause", "offset": [1071, 1115]}, {"key": "required-by", "type": "definition", "offset": [1148, 1159]}, {"key": "requested-by", "type": "clause", "offset": [1222, 1234]}], "samples": [{"hash": "ldqv4RDYHoe", "uri": "/contracts/ldqv4RDYHoe#additional-collateral-etc", "label": "Credit Agreement (Protection One Alarm Monitoring Inc)", "score": 21.0, "published": true}, {"hash": "8EwbzVaxGmX", "uri": "/contracts/8EwbzVaxGmX#additional-collateral-etc", "label": "Credit Agreement (Protection One Alarm Monitoring Inc)", "score": 19.0, "published": true}], "snippet": "With respect to any property acquired after the Closing Date by any Group Member (other than (w) any property described in paragraph (b), (c) or (d) below, (x) any property subject to a Lien expressly permitted by Section 8.3(f), (y) property acquired by any Foreign Subsidiary and (z) any property of the type not required to be pledged pursuant to the Security Documents) as to which the Administrative Agent, for the benefit of the 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 or such other documents as the Administrative Agent reasonably deems necessary or advisable 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 Secured Parties, a perfected first priority security interest in such property (subject to Liens permitted under Section 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.", "size": 10, "hash": "618617214e22efd0768068eeb2e28eb5", "id": 9}, {"snippet_links": [{"key": "prior-to", "type": "clause", "offset": [25, 33]}, {"key": "a-compliance-certificate", "type": "clause", 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"offset": [595, 605]}, {"key": "the-administrative-agent", "type": "definition", "offset": [665, 689]}, {"key": "benefit-of-the-secured-parties", "type": "clause", "offset": [699, 729]}, {"key": "perfected-lien", "type": "definition", "offset": [747, 761]}, {"key": "deliver-to", "type": "definition", "offset": [779, 789]}, {"key": "agreement-or", "type": "definition", "offset": [863, 875]}, {"key": "other-documents", "type": "definition", "offset": [881, 896]}, {"key": "actions-necessary", "type": "clause", "offset": [1087, 1104]}, {"key": "perfected-first-priority-security-interest", "type": "clause", "offset": [1198, 1240]}, {"key": "including-without-limitation", "type": "clause", "offset": [1259, 1287]}, {"key": "ucc-and-ppsa-financing-statements", "type": "clause", "offset": [1303, 1336]}, {"key": "required-by", "type": "definition", "offset": [1406, 1417]}, {"key": "requested-by", "type": "clause", "offset": [1480, 1492]}], "samples": [{"hash": "6KWzksaWOmA", "uri": "/contracts/6KWzksaWOmA#additional-collateral-etc", "label": "Amendment and Restatement Agreement (LKQ Corp)", "score": 27.0862426758, "published": true}], "snippet": "(a) Concurrently with or prior to any delivery of a Compliance Certificate pursuant to Section 5.02(b) in respect of the first full fiscal quarter of the Company ending after the acquisition of any such Property, the Company will, and will cause each of its Subsidiaries (other than any Receivables Entity and any Excluded Acquired Subsidiary) to, during a Collateral Period, with respect to any Property acquired after the Original Effective Date by any Loan Party (other than (x) any Excluded Property, (y) any Property described in paragraphs (b) or (c) of this Section, and (z) any Property subject to a Lien expressly permitted by Section 6.02(g)) as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien, (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 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 Secured Parties, a perfected first priority security interest in such Property, including without limitation, the filing of UCC and PPSA financing statements (or similar filings), as applicable, 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.", "size": 9, "hash": "8d26db350b103096964ecc640a796566", "id": 10}], "next_curs": "CmISXGoVc35sYXdpbnNpZGVyY29udHJhY3Rzcj4LEhZDbGF1c2VTbmlwcGV0R3JvdXBfdjU2IiJhZGRpdGlvbmFsLWNvbGxhdGVyYWwtZXRjIzAwMDAwMDBhDKIBAmVuGAAgAA==", "clause": {"parents": [["affirmative-covenants", "AFFIRMATIVE COVENANTS"], ["miscellaneous", "Miscellaneous"], ["no-default", "No Default"], ["headings", "Headings"], ["governing-law", "GOVERNING LAW"]], "children": [["", ""], ["financial-condition-covenants", "Financial Condition Covenants"], ["indebtedness", "Indebtedness"], ["consolidated-interest-coverage-ratio", "Consolidated Interest Coverage Ratio"], ["consolidated-leverage-ratio", "Consolidated Leverage Ratio"]], "title": "Additional Collateral, etc", "size": 1315, "id": "additional-collateral-etc", "related": [["additional-collateral", "Additional Collateral", "Additional Collateral"], ["additional-collateral-further-assurances", "Additional Collateral; Further Assurances", "Additional Collateral; Further Assurances"], ["additional-collateral-additional-guarantors", "Additional Collateral; Additional Guarantors", "Additional Collateral; Additional Guarantors"], ["additional-collateral-and-guaranties", "Additional Collateral and Guaranties", "Additional Collateral and Guaranties"], ["release-of-collateral-etc", "Release of Collateral, etc", "Release of Collateral, etc"]], "related_snippets": [], "updated": "2026-05-15T04:24:17+00:00", "also_ask": [], "drafting_tip": null, "explanation": "The \"Additional Collateral\" clause requires a party to provide extra security or assets beyond the initial collateral specified in an agreement. This typically comes into play if the value of the original collateral decreases, or if certain financial thresholds are breached, prompting the need for more collateral to maintain adequate protection for the secured party. By mandating the provision of additional collateral under specified circumstances, this clause helps ensure the lender or counterparty remains protected against increased credit risk or market fluctuations."}, "json": true, "cursor": ""}}