Springing Lien. In the event that (i) any Event of Default has occurred and is continuing or (ii) at any time after August 3, 1999 the sum of (A) aggregate Commitments under this Agreement plus (B) the aggregate "Commitments" under the 364 Day Credit Facility, exceeds $775,000,000, then, without affecting in any way any
Springing Lien. (a) The Borrowers and the Subsidiary Guarantors shall, on a date (the “Initial Collateral Delivery Date”) that is not later than (i) 30 days with respect to personal property assets in which a Lien may be perfected by filing a UCC financing statement, capital stock with respect to which a Lien may be perfected by delivery of a stock certificate, if certificated, and instruments with respect to which a Lien may be perfected by delivery of such instrument and (ii) 90 days with respect to all other assets after the Springing Lien Trigger Date, if such Springing Lien Trigger Event is then continuing, execute and deliver a security agreement in the form of Exhibit G hereto and such mortgages, deeds of trust, security instruments, financing statements, certificates and other similar instruments and agreements, each in form and substance reasonably acceptable to the Administrative Agent (collectively, the “Collateral Agreements”), and take or cause to be taken such other action, as shall be reasonably requested by the Administrative Agent and necessary to vest in the Administrative Agent for the benefit of the Lenders a valid and perfected security interest, subject only to Permitted Liens, in the Springing Lien Collateral covered thereby to secure the Obligations.
Springing Lien. If any Event of Default shall occur and remain unremedied within the applicable cure period, the Bank in its sole discretion may require the Borrowers or any of them to pledge, mortgage or otherwise grant the Bank a valid and enforceable first position Lien against all Property or so much thereof as the Bank in its sole discretion shall determine necessary, and by execution of this Credit Agreement, the Borrowers agree to cooperate fully and promptly with the Bank and its counsel in the execution and delivery of all documents necessary to convey and perfect such Liens. Upon a waiver of a Default or Event of Default by the Bank in accordance with Subsection 9.4 hereof, the Bank shall correspondingly waive its election to cause a springing lien to arise hereunder as a result of such waiver of Default, but in no event shall such waiver extend to any subsequent or other Default or Event of Default or impair any consequence of such subsequent or other Default or Event of Default.
Springing Lien. If at any time (a) the Debt Rating by Xxxxx’x shall be reduced below Investment Grade or the Borrower shall cease to have a Debt Rating by Xxxxx’x and (b) the Debt Rating by S&P shall be reduced below Investment Grade or the Borrower shall cease to have a Debt Rating by S&P, then, as soon as reasonably practicable thereafter, the Borrower shall grant the Administrative Agent, on behalf of all Lenders, a Lien on 100% of the Equity Interests of its directly and wholly-owned Domestic Subsidiaries and 66% of the Equity Interests of its directly and wholly-owned Foreign Subsidiaries pursuant to the terms of the Pledge Agreement, together with (A) certificates representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and (B) proper financing statements in form for filing under the Uniform Commercial Code of the jurisdiction where the Borrower is “located” under the UCC covering the Collateral described in the Pledge Agreement. If, thereafter, the Debt Rating by both Xxxxx’x and S&P shall be Investment Grade for a period of not less than three consecutive calendar months, then the Lien on such Equity Interests shall be released by the Administrative Agent. The 2009 Convertible Notes and any bonds or similar securities hereafter issued by the Borrower may share in any collateral granted to the Lenders under the Pledge Agreement; provided , that any Lien shared by such Persons shall be automatically released upon the release of the Lenders’ Lien. For the avoidance of doubt, if any Lien granted pursuant to the terms hereof shall be released, and the Borrower’s Debt Ratings shall thereafter trigger the requirements of this Section, the Borrower shall once again complete the Collateral grant required hereby.
Springing Lien. Promptly following the occurrence of the Trigger Date and from time to time thereafter, the Company shall take such actions as are reasonably necessary and as the Trustee may reasonably request (including delivery of security agreements, pledge agreements, financing statements and other security documents, authorization documents and opinions of counsel) to ensure and confirm that the obligations of the Company under the Notes and of each Subsidiary Guarantor that is a Restricted Subsidiary under any Subsidiary Guarantee (up to a maximum amount of Indebtedness under the Notes that would not result in or require any of the 2011 Notes, the 2013 Notes or the 2015 Notes becoming directly secured equally and ratably with the Notes pursuant to the provisions of the 2011 Notes Indenture, the 2013 Notes Indenture or the 2015 Notes Indenture, as the case may be) are secured by a first priority ((i) junior only to (x) the Liens existing on the Closing Date and (y) Liens securing any Credit Facility in the amount not to exceed $300,000,000 and (ii) otherwise, subject only to Liens permitted by Section 4.09) perfected Lien on (I) the ownership interest of the Company and each such Subsidiary Guarantor in the stock and other equity interests of each Domestic Subsidiary; (II) the ownership interest of the Company and each such Subsidiary Guarantor in the stock and other equity interests of each direct Foreign Subsidiary of the Company and of each Domestic Subsidiary; provided that neither the Company nor any Domestic Subsidiary shall be required to pledge more than 65% of the stock and other equity interest in any Foreign Subsidiary; and (III) all other present and future assets and properties (including, without limitation, accounts receivable, inventory, real property, machinery, equipment, contracts, trademarks, copyrights, patents, license rights, intercompany notes and other investment property, and general intangibles) of the Company and each such Subsidiary Guarantor, except in each of (I), (II) and (III) such property and assets constituting Excluded Collateral. In furtherance of the foregoing, the Company will, and will cause each Domestic Subsidiary to, execute and deliver to the Trustee (A) from time to time prior to the Trigger Date, such documents as are reasonably necessary and as the Trustee may reasonably request to ensure that the Liens described above on substantially all personal property (other than property described in clause (ii) of the preceding ...
Springing Lien. If at any time (i) any Other Unsecured Indebtedness is required to be guaranteed, or otherwise becomes guaranteed, by any or all of the Material Subsidiaries (the occurrence of any such event is an “Other Guaranty Trigger”) and (ii) the sum of the outstanding Loans and L/C Obligations plus the outstanding Other Unsecured Indebtedness would exceed the amount described in clause (x) of the definition of “Borrowing Base” as then calculated (the occurrence of such event and an Other Guaranty Trigger is a “Collateral Trigger Event”), then, within ninety (90) days of the Collateral Trigger Event and at all times thereafter, the Borrower shall comply with Section 8.24(c) hereof. Promptly upon the occurrence of an Other Guaranty Trigger, and in any event within two (2) Business Days of such event, the Borrower shall deliver to the Administrative Agent a duly completed Borrowing Base Certificate calculating the Borrowing Base in the manner described in clause (ii) of the previous sentence.
Springing Lien. In the event that any Event of Default has occurred and is continuing without affecting in any way any other rights of the Lenders hereunder, the Administrative Agent, at the direction of the Required Lenders, may request that the Borrower, and the Borrower agrees to:
Springing Lien. (a) So long as the requirements of Section 5.13 with respect to the Bowline Power Plant have not been satisfied, (i) promptly deposit into an account subject to a Control Agreement the Net Proceeds from the sale of the Choctaw Assets and (ii) cause the Net Proceeds from the sale of the Choctaw Assets to remain deposited in a Controlled Account until the requirements set forth in in Section 5.13 with respect to the Bowline Power Plant have been satisfied.
Springing Lien. 41 10.12 Syndication...................................................................................42 SECTION 11 NEGATIVE COVENANTS........................................................................42 11.1 Debt..........................................................................................42
Springing Lien. Upon the occurrence of a Springing Lien -------------- Event, take, and cause each other Loan Party to take, such actions as are necessary or as the Administrative Agent or the Required Lenders request to ensure that the Obligations of each Loan Party under the Loan Documents are secured by a first priority security interest in all Accounts, inventory and intangible assets (subject to certain exceptions concerning intangible assets in Administrative Agent's discretion) (the "Pledged Assets") of the Loan Parties and each of their active Subsidiaries (including, upon the acquisition or creation thereof, any Subsidiary acquired or created after the Closing Date), other than MECW, LLC, a Delaware limited liability company, in each case as the Administrative Agent may determine, including (a) the execution and delivery of guaranties, security agreements, pledge agreements, financing statements and other documents, and the filing or recording of any of the foregoing and (b) the delivery of certificated securities and other Collateral with respect to which perfection is obtained by possession. For purposes herein, a "Springing Lien Event" will take effect in the event that both (i) the amount of Convertible Notes repaid minus increases in Net Worth from the date of the Closing Date rounded up to the nearest million (for purposes below, the "Net Recapitalization Amount") totals or exceeds $25,000,000; and (ii) the amount of Revolving Outstandings totals or exceeds $25,000,000. In the event both preceding conditions are met, a "Springing Lien Event" will be deemed to have occurred. Notwithstanding the foregoing, the Administrative Agent's claim against the Pledged Assets will be limited to an amount equal to 120% of the "Collateral Coverage Amount," which is defined as the lesser of (x) the Net Recapitalization Amount and (y) Revolving Outstandings, at any point in time. The Collateral Coverage Amount will be tested on an annual basis. To the extent the Administrative Agent determines, following such annual test, that the Collateral Coverage Amount has been reduced to zero, the Administrative Agent shall release its lien on the assets of the Company and its Subsidiaries.
