Common use of Additional Material Real Estate Assets Clause in Contracts

Additional Material Real Estate Assets. In the event that any Credit Party acquires a Material Real Estate Asset or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset and such interest has not otherwise been made subject to the Lien of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured Parties, taking into account not to create adverse tax consequences to Xerium in respect of Section 956 of the Internal Revenue Code, then such Credit Party, as soon as practicable but in no event later than twenty (20) days after acquiring such Material Real Estate Asset, shall take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates similar to those described in Sections 3.1(i), 3.1(j) and 3.1(k) with respect to each such Material Real Estate Asset that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets. In addition to the foregoing, each Borrower shall, at the request of Requisite Banks, deliver, from time to time, to Administrative Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which Collateral Agent has been granted a Lien.

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (Xerium Technologies Inc), Credit and Guaranty Agreement (Xerium Technologies Inc)

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Additional Material Real Estate Assets. In the event that any Credit Party acquires a Material Real Estate Asset or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset and such interest has not otherwise been made subject to the Lien of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured Parties, taking into account not to create adverse tax consequences to Xerium in respect of Section 956 of the Internal Revenue Code, then such Credit Party, as soon as practicable but in no event later than twenty Party within thirty (2030) days after of acquiring such Material Real Estate Asset, Asset or such Real Estate Asset becoming a Material Real Estate Asset shall take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates similar to those described in Sections 3.1(i)certificates, 3.1(j) and 3.1(k) including a Mortgage, with respect to each such Material Real Estate Asset that Collateral Agent the Requisite Lenders shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets. In addition to the foregoing, each Borrower Company shall, at the request of Requisite BanksLenders, deliver, from time to time, to Administrative Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which Collateral Agent has been granted a Lien.

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (SolarWinds, Inc.), Credit and Guaranty Agreement (SolarWinds, Inc.)

Additional Material Real Estate Assets. In At any time after the Exit Facility Conversion Date, in the event that any Credit Party acquires a Material Real Estate Asset Asset, or a Real Estate Asset owned or leased on the Closing Exit Facility Conversion Date becomes a Material Real Estate Asset Asset, other than the Mortgaged Properties, and such interest has not otherwise been made subject to the Lien of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured Parties, taking into account not to create adverse tax consequences to Xerium in respect of Section 956 of the Internal Revenue Code, then such Credit Party, as soon as practicable but in no event later than twenty (20) days after acquiring such Material Real Estate Asset, Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates certificates, including those which are similar to those described in Sections 3.1(i), 3.1(j3.1(g) and 3.1(kSection 3.5(v) with respect to each such Material Real Estate Asset that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets. In addition to the foregoing, each at any time after the Exit Facility Conversion Date, Borrower shall, at the request of Requisite BanksCollateral Agent, deliver, from time to time, to Administrative Agent Collateral Agent, such appraisals as are required by law or regulation of Real Estate Assets with respect to which Collateral Agent has been granted a Lien.

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (Tronox Inc), Credit and Guaranty Agreement (Tronox Inc)

Additional Material Real Estate Assets. In the event that any Credit Party acquires a Material Real Estate Asset Asset, or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset Asset, and such interest has not otherwise been made subject to the Lien of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured Parties, taking into account not to create adverse tax consequences to Xerium in respect of Section 956 of the Internal Revenue Code, then such Credit Party, as soon as practicable promptly but in no any event later not more than twenty 60 days (20i) days after acquiring such Material Real Estate AssetAsset (in the case of any Material Real Estate Asset owned by a Credit Party) or (ii) after request by the Collateral Agent (in the case of any Material Real Estate Asset leased by a Credit Party), shall take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, title policies, landlord waivers and/or estoppels, reports, opinions and certificates certificates, which may include items similar to those described in Sections 3.1(i) and 3.1(j), 3.1(j) and 3.1(k) with respect to each such Material Real Estate Asset that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest Lien in such Material Real Estate Assets. In addition to the foregoing, each Borrower Company shall, at the request of Requisite BanksLenders, deliver, from time to time, to Administrative Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which Collateral Agent has been granted a Lien.

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (DynCorp International Inc), Credit and Guaranty Agreement (Services International LLC)

Additional Material Real Estate Assets. In the event that any Credit Party acquires a Material Real Estate Asset after the Closing Date or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset and such interest has not otherwise been made subject to the Lien of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured Parties, taking into account not to create adverse tax consequences to Xerium in respect of Section 956 of the Internal Revenue Code, then such Credit Party, as soon as practicable but promptly and, in no event later than twenty any event, within five (205) days Business Days following the acquisition of such Material Real Estate Asset, or promptly and, in any event, within five (5) Business Days after acquiring such a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset, shall take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates similar to those described in Sections 3.1(i), 3.1(j) and 3.1(k) Section 3.1 with respect to each such Material Real Estate Asset that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate AssetsAssets (subject to any Permitted Liens). In addition to the foregoing, each Borrower Holdings shall, at the request of Requisite BanksLenders, deliver, from time to time, to Administrative Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which Collateral Agent has been granted a Lien.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Proliance International, Inc.)

Additional Material Real Estate Assets. In the event that any Credit Party acquires a Material Real Estate Asset or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset and such interest has not otherwise been made subject to the Second Priority Lien of the Collateral Documents in favor of Collateral Agent, for the benefit of the Revolving Secured Parties, taking into account not to create adverse tax consequences to Xerium in respect of Section 956 of the Internal Revenue Code, then such Credit Party, as soon as practicable but practical after and, in any event, no event later than twenty (20) 30 days after after, acquiring such Material Real Estate Asset, shall take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates similar to those described in Sections 3.1(i), 3.1(j) and 3.1(k) with respect to each such Material Real Estate Asset that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Second Priority security interest Lien in favor of Collateral Agent, for the benefit of the Revolving Secured Parties, in such Material Real Estate Assets. In addition to the foregoing, each Borrower shall, at the request of Requisite BanksLenders, deliver, from time to time, to Administrative Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which Collateral Agent has been granted a LienLien for the benefit of the Revolving Secured Parties.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Stanadyne Corp)

Additional Material Real Estate Assets. In the event that any Credit Party acquires a Material Real Estate Asset after the Closing Date or a Real Estate Asset any real property asset owned or leased on the Closing Date becomes a Material Real Estate Asset and such interest has not otherwise been made subject to the Lien of the Collateral Security Documents in favor of Collateral Administrative Agent, for the benefit of Secured Parties, taking into account not to create adverse tax consequences to Xerium in respect of Section 956 of the Internal Revenue Codelenders, then such Credit Party, as soon as practicable but in no event later than twenty (20) days after contemporaneously with acquiring such Material Real Estate Asset, or promptly after a real estate asset owned or leased on the Closing Date becomes a Material Real Estate Asset, shall take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates similar to those described in Sections 3.1(i), 3.1(j) and 3.1(k) as Administrative Agent shall reasonably require with respect to each such Material Real Estate Asset that Collateral Agent shall reasonably request to create in favor of Collateral Administrative Agent, for the benefit of Secured PartiesLenders, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets. In addition to the foregoing, each Borrower shall, at the request of Requisite BanksLenders, deliver, from time to time, to Administrative Agent such appraisals as are required by law or regulation of Material Real Estate Assets with respect to which Collateral Administrative Agent has been granted a Lien.

Appears in 1 contract

Samples: Second Lien Credit Agreement (Kratos Defense & Security Solutions, Inc.)

Additional Material Real Estate Assets. In the event that any Credit Party other than Autocam Europe or any other Guarantor Foreign Subsidiary acquires a Material Real Estate Asset or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset and such interest has not otherwise been made subject to the Lien of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured Parties, taking into account not to create adverse tax consequences to Xerium in respect of Section 956 of the Internal Revenue Code, then such Credit Party, as soon as practicable but in no event later than twenty (20) days after contemporaneously with acquiring such Material Real Estate Asset, shall take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates similar to those described in Sections 3.1(i3.1(e), 3.1(j) and 3.1(k3.1(f) with respect to each such Material Real Estate Asset that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Second Priority security interest in such Material Real Estate Assets. In addition to the foregoing, each Borrower Company shall, at the request of Requisite BanksLenders, deliver, from time to time, to Administrative Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which Collateral Agent has been granted a Lien.

Appears in 1 contract

Samples: Term Loan and Guaranty Agreement (Autocam Corp/Mi)

Additional Material Real Estate Assets. In the event that any Credit Loan Party acquires a Material Real Estate Asset or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset and such interest has not otherwise been made subject to the Lien of the Collateral Documents in favor of Collateral AgentAgents, for the benefit of Secured Parties, taking into account not to create adverse tax consequences to Xerium in respect of Section 956 of the Internal Revenue Code, then such Credit Party, as soon as practicable but in no event later than twenty (20) Loan Party shall within 60 days after acquiring such Material Real Estate Asset, shall or after a Real Estate Asset owned on the Closing Date becomes a Material Real Estate Asset, take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgagesMortgages, documents, instruments, agreements, opinions opinions, surveys, Title Policies, “life of loan” flood hazard determinations with executed notices to the Borrower thereto, if applicable, evidence of flood insurance, if applicable, and certificates similar other certificates, documents and other information as are reasonably requested by the Agents and necessary to those described in Sections 3.1(i), 3.1(jgrant and perfect a first priority Lien (subject to Permitted Liens) and 3.1(k) with respect to each on such Material Real Estate Asset that Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject all in form and substance reasonably acceptable to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assetsthe Agent. In addition to the foregoing, each Borrower Borrowers shall, at the request of Requisite BanksRequired Lenders, deliver, from time to time, to Administrative Agent Agents such appraisals as are required by law or regulation of Real Estate Assets with respect to which Collateral Agent has been granted a Lien.

Appears in 1 contract

Samples: Loan and Security Agreement (EVO Transportation & Energy Services, Inc.)

Additional Material Real Estate Assets. (a) In the event that any Credit Loan Party subsequently acquires a Real Estate Asset that constitutes a Material Real Estate Asset or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset Asset, and such interest has not otherwise been made subject to the Lien of the Collateral Security Documents in favor of the Collateral Agent, for the benefit of Secured Parties, taking into account not to create adverse tax consequences to Xerium in respect of Section 956 at the time of the Internal Revenue Codeacquisition thereof (or within a reasonable time after the completion of the construction of the improvement), then such Credit Party, Loan Party shall within 120 days thereafter (or such later date as soon as practicable but the Collateral Agent may agree in no event later than twenty (20its reasonable discretion) days after acquiring such Material Real Estate Asset, shall take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates similar to those described documents in Sections 3.1(i), 3.1(j) and 3.1(kthe manner contemplated by Section 5.11(b) with respect to each such subsequently acquired Material Real Estate Asset Asset, that the Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest Lien in such subsequently acquired Material Real Estate Assets. In addition to the foregoing, each Borrower shall, at the reasonable request of Requisite Banksthe Collateral Agent, deliver, from time to time, to Administrative the Collateral Agent such appraisals as are required by law or regulation of with respect to Material Real Estate Assets with respect to for which the Collateral Agent has been granted a Lien.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Covia Holdings Corp)

Additional Material Real Estate Assets. In the event that any Credit Party acquires a Material Real Estate Asset after the Closing Date or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset and such interest has not otherwise been made subject to the Lien of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured Parties, taking into account not to create adverse tax consequences to Xerium in respect of Section 956 of itself and the Internal Revenue CodeLenders, then such Credit Party, as soon as practicable but in no event later than twenty (20) days after contemporaneously with acquiring such Material Real Estate Asset, or promptly after a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset, shall take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates similar to those described in Sections 3.1(i), 3.1(j) and 3.1(k) Annex D with respect to each such Material Real Estate Asset that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Partiesitself and the Lenders, a valid and, subject to any filing and/or recording referred to herein, perfected First Requisite Priority security interest in such Material Real Estate Assets. In addition to the foregoing, each Borrower Holdings shall, at the request of Requisite BanksLenders, deliver, from time to time, to Administrative Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which Collateral Agent has been granted a Lien.

Appears in 1 contract

Samples: Credit Agreement (Handleman Co /Mi/)

Additional Material Real Estate Assets. In the event that any Credit Loan Party acquires or leases a Material Real Estate Asset or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset and such interest has not otherwise been made subject to the Lien of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured Parties, taking into account not to create adverse tax consequences to Xerium in respect of Section 956 of the Internal Revenue Code, then such Credit Loan Party, as soon as practicable but in no event later than twenty (20) days after contemporaneously with acquiring such Material Real Estate Asset, or promptly after a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset, shall take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates similar to those described in Sections 3.1(i), 3.1(j) and 3.1(k) Schedule 5.16 with respect to each such Material Real Estate Asset that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets. In addition to the foregoing, each Borrower Company shall, at the request of Requisite BanksRequired Lenders, deliver, from time to time, to Administrative Collateral Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which Collateral Agent has been granted a Lien.

Appears in 1 contract

Samples: Financing Agreement (Global Geophysical Services Inc)

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Additional Material Real Estate Assets. In the event that any Credit Party acquires or leases a Material Real Estate Asset after the Closing Date (other than the Real Estate Asset located at 4021 and 4000 Xxxx 0xx Xxxxxx, Xxxxxxxx, Xxxx 00000) or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset and such interest has not otherwise been made subject to the Lien of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured Parties, taking into account not to create adverse tax consequences to Xerium in respect of Section 956 of the Internal Revenue Code, then such Credit Party, as soon as practicable but in no event later than twenty (20) days after contemporaneously with acquiring such Material Real Estate Asset, or promptly after a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset, shall take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, environmental reports, opinions and certificates similar to those described in Sections 3.1(i), 3.1(j) and 3.1(k) with respect to each such Material Real Estate Asset that Collateral Agent shall reasonably request request, including, without limitation, to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets. In addition to the foregoing, each Borrower Company shall, at the request of Requisite BanksLenders, deliver, from time to time, to Administrative Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which Collateral Agent has been granted a Lien.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Vertex Energy Inc.)

Additional Material Real Estate Assets. In the event that any Credit Party acquires a Material Real Estate Asset or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset and such interest has not otherwise been made subject to the Lien of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured Parties, taking into account not to create adverse tax consequences to Xerium in respect of Section 956 of the Internal Revenue Code, then such Credit Party, as soon as practicable but practical after and, in any event, no event later than twenty sixty (2060) days after acquiring such Material Real Estate Asset, shall take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates similar to those described in Sections 3.1(i), 3.1(j) and 3.1(k) with respect to each such Material Real Estate Asset (provided, that, in the case of Leasehold Properties, the applicable Credit Party shall use its commercially reasonable efforts to obtain the foregoing documents, as applicable) that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets. In addition to the foregoing, each Borrower the Company shall, at the request of Requisite BanksLenders, deliver, from time to time, to Administrative Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which Collateral Agent has been granted a Lien.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Bell Powersports, Inc.)

Additional Material Real Estate Assets. In the event that any Credit Party acquires a Material Real Estate Asset or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset and such interest has not otherwise been made subject to the Lien of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured Parties, taking into account not to create adverse tax consequences to Xerium in respect of Section 956 of the Internal Revenue Code, then such Credit Party, as soon as practicable but practical after and, in any event, no event later than twenty sixty (2060) days after acquiring such Material Real Estate Asset, shall take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates similar to those described in Sections 3.1(i), 3.1(j) and 3.1(k) with respect to each such Material Real Estate Asset that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets. In addition to the foregoing, each Borrower the Company shall, at the request of Requisite BanksLenders, deliver, from time to time, to Administrative Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which Collateral Agent has been granted a Lien. Notwithstanding the foregoing, perfection of the Collateral shall not be required where the burden of perfecting a security interest, lien or mortgage is reasonably determined by the Collateral Agent to be excessive in relation to the benefit afforded to the Lenders thereby.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Easton-Bell Sports, Inc.)

Additional Material Real Estate Assets. In the event that any Credit Loan Party acquires a Material Real Estate Asset or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset and such interest has not otherwise been made subject to the Lien of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured Parties, taking into account not to create adverse tax consequences to Xerium in respect of Section 956 of the Internal Revenue Code, then such Credit Loan Party, as soon as practicable but in no event later than twenty (20) days promptly after acquiring such Material Real Estate AssetAsset (or, in either case, such longer period to which Administrative Agent may agree), shall take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions Mortgages and certificates similar to those described other related deliverables as are set forth in Sections 3.1(i), 3.1(j) and 3.1(k) Schedule 5.15 hereto with respect to each such Material Real Estate Asset that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets. In addition to the foregoing, each Borrower shall, at the reasonable request of Requisite Banksthe Administrative Agent, deliver, from time to time, to Administrative Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which Collateral Agent has been granted a LienLien (provided that for so long as no Event of Default shall have occurred and is continuing, no more than one appraisal shall be required with respect to any Real Estate Asset in any Fiscal Year).

Appears in 1 contract

Samples: Credit Agreement (Tiptree Inc.)

Additional Material Real Estate Assets. In the event that any Credit Party acquires a Material Real Estate Asset after the Closing Date or a Real Estate Asset any real property asset owned or leased on the Closing Date becomes a Material Real Estate Asset and such interest has not otherwise been made subject to the Lien of the Collateral Security Documents in favor of Collateral Administrative Agent, for the benefit of Secured Parties, taking into account not to create adverse tax consequences to Xerium in respect of Section 956 of the Internal Revenue Codelenders, then such Credit Party, as soon as practicable but in no event later than twenty (20) days after contemporaneously with acquiring such Material Real Estate Asset, or promptly after a real estate asset owned or leased on the Closing Date becomes a Material Real Estate Asset, shall take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates similar to those described in Sections 3.1(i), 3.1(j) and 3.1(k) as Administrative Agent shall reasonably require with respect to each such Material Real Estate Asset that Collateral Agent shall reasonably request to create in favor of Collateral Administrative Agent, for the benefit of Secured PartiesLenders, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority first priority security interest in such Material Real Estate Assets. In addition to the foregoing, each Borrower shall, at the request of Requisite BanksLenders, deliver, from time to time, to Administrative Agent such appraisals as are required by law or regulation of Material Real Estate Assets with respect to which Collateral Administrative Agent has been granted a Lien.

Appears in 1 contract

Samples: First Lien Credit Agreement (Kratos Defense & Security Solutions, Inc.)

Additional Material Real Estate Assets. In the event that any Credit Party acquires a Material Real Estate Asset or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset and such interest has not otherwise been made subject to the First Priority Lien of the Collateral Documents in favor of Collateral Agent, for the benefit of the Term Secured Parties, taking into account not to create adverse tax consequences to Xerium in respect of Section 956 of the Internal Revenue Code, then such Credit Party, as soon as practicable but practical after and, in any event, no event later than twenty (20) 30 days after after, acquiring such Material Real Estate Asset, shall take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates similar to those described in Sections 3.1(i), 3.1(j) and 3.1(k) with respect to each such Material Real Estate Asset that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest Lien in favor of Collateral Agent, for the benefit of the Term Secured Parties, in such Material Real Estate Assets. In addition to the foregoing, each Borrower shall, at the request of Requisite BanksLenders, deliver, from time to time, to Administrative Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which Collateral Agent has been granted a LienLien for the benefit of the Term Secured Parties.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Stanadyne Corp)

Additional Material Real Estate Assets. In the event that any Credit Loan Party acquires or leases a Material Real Estate Asset or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset and such interest has not otherwise been made subject to the Lien of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured Parties, taking into account not to create adverse tax consequences to Xerium in respect of Section 956 of the Internal Revenue Code, then such Credit Loan Party, as soon as practicable but in no event later than twenty (20) days after within 10 Business Days of acquiring such Material Real Estate Asset, or within 10 Business Days after a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset, shall take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates similar to those described in Sections 3.1(i), ) and 3.1(j) and 3.1(k) item 1 of Schedule 5.16 with respect to each such Material Real Estate Asset that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets. In addition to the foregoing, each Borrower Company shall, at the request of Requisite BanksRequired Lenders, deliver, from time to time, to Administrative Collateral Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which Collateral Agent has been granted a Lien.

Appears in 1 contract

Samples: Financing Agreement (Federal Signal Corp /De/)

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