Springing Lien Sample Clauses
A Springing Lien is a legal provision that creates a security interest in certain assets, but only activates or "springs" into effect upon the occurrence of a specified event, such as a default or failure to pay. In practice, this means that the lien does not exist or is not enforceable until the triggering condition is met, at which point the creditor gains rights over the designated collateral. The core function of a Springing Lien is to provide conditional protection for creditors, ensuring they have recourse to assets if a borrower fails to meet agreed obligations, while not encumbering the assets unless necessary.
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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.
(b) As of the date that the Parent Borrower receives an Investment Grade Rating (the “Collateral Release Date”):
(i) the Loan Parties, and any Person thereafter becoming a Loan Party, shall no longer be required to comply with Section 6.13(a), and Section 6.13(a) and references thereto contained herein shall be deemed deleted from this Agreement, mutatis mutandis, from that date and all times thereafter; and
(ii) any Liens granted in connection with this Agreement, Collateral Agreements or any other Loan Document in the Springing Lien Collateral, will automatically terminate and cease to exist. At a Borrower’s expense, the Administrative Agent shall execute and deliver such documents, instruments and statements, and take such other action, as a Borrower may reasonably request to evidence or confirm that all Liens in the Springing Lien Collateral have been terminated and released from the Liens of each of this Agreement, the Collateral Agreements and all other Loan Documents, and no longer secure any Obligations.
(c) Upon termination of the Aggregate Commitments, termination or expiration of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the L/C Issuer in it...
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. 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 $1,050,000,000, then, 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:
(i) duly execute and deliver to the Administrative Agent (or such other Person designated by the Administrative Agent) the Security Documents and cause each such Security Document to be filed, registered and
Springing Lien. Subject to the Intercreditor and Subordination Agreement, promptly upon the occurrence of a Springing Event, and from time to time thereafter, including, without limitation, upon any increase in the Springing Lien Amount, the Company shall take such actions as are necessary or as the Trustee or Collateral Trustee may reasonably request (it being understood that the Trustee or Collateral Trustee shall have no duty to make such request unless directed by the Holders in accordance with this Indenture), including filing of financing statements and delivery of 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 Guarantor under any Note Guarantee will be secured by a second priority perfected Lien on the Collateral, as provided in the Security Documents, junior only to the Liens securing the Priority Lien Obligations and to the extent of the Springing Lien Amount.
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 (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. Subject to the Intercreditor and Subordination Agreement, promptly upon the occurrence of a Springing Event, and from time to time thereafter, including, without limitation, upon any increase in the Springing Lien Amount, the Company shall take such actions as are necessary or as the Trustee or Collateral Trustee may reasonably request (it being understood that the Trustee or Collateral Trustee shall have no duty to make such request unless directed by the Holders in accordance with this Indenture), including (a) the Company executing an amendment to the Collateral Trust Agreement as contemplated in Section 2.4 of the Collateral Trust Agreement and executing the Security Agreement within three Business Days after the occurrence of a Springing Event, (b) the Company executing other Security Documents within fifteen Business Days after the occurrence of a Springing Event and (c) the filing of financing statements and Mortgages and delivery of 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 Guarantor under any Note Guarantee will be secured by a perfected Lien on the Collateral, as provided in the Security Documents, junior only to the Liens securing the Priority Lien Obligations and to the extent of the Springing Lien Amount.
Springing Lien. Borrower grants Bank a continuing security -------------- interest in all currently existing and hereafter acquired or arising Collateral in order to secure prompt repayment of all Obligations and in order to secure prompt performance by Borrower of its covenants and duties under the Loan Documents. Except as set forth in the Schedule, such security interest constitutes a valid, first priority security interest in the Collateral. Borrower shall from time to time execute and deliver to Bank, at the request of Bank, all financing statements and other documents that Bank may reasonably request, in form satisfactory to Bank, to perfect and continue perfected Bank's security interest in the Collateral. Notwithstanding any provision of this Section 4.1 to the contrary, the grant of security interest hereunder shall be effective only until Borrower settles litigation outstanding against Borrower to Bank's satisfaction. Upon such settlement, the grant shall not be effective unless or until an Event of Default occurs, at which time such grant shall automatically be effective and Bank shall have the right to file with the California Secretary of State or such other appropriate government office the financing statement on Form UCC-1 and the Intellectual Property Security Agreement delivered in connection with this Amendment. Bank shall otherwise retain such financing statement and Intellectual Property Security Agreement in its offices.
Springing Lien. 41 10.12 Syndication...................................................................................42 SECTION 11 NEGATIVE COVENANTS........................................................................42 11.1 Debt..........................................................................................42
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.