Additional Collateral Documents. In the event that any Subsidiary becomes a Guarantor after the Closing Date pursuant to subsections (a) or (b) of this Section 6.12, promptly (and in any event, with respect to any Domestic Subsidiary, within thirty (30) days, and, with respect to any Foreign Subsidiary, within sixty (60) days, in each case, which period may extended by the Administrative Agent in its sole discretion) cause (i) each such Subsidiary to (A) if such Subsidiary is a Domestic Subsidiary and in fact has one or more Subsidiaries, become a party to the Pledge Agreement by executing and delivering to the Administrative Agent a Pledge Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose and comply with the requirements therein, and (B) deliver to the Administrative Agent documents of the types referred to in clauses (v) and (vi) of Section 4.01(a) and, if requested by the Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation required to entered into by such Subsidiary pursuant to this Section 6.12), and (ii) each owner of the Equity Interests of such Subsidiary (if such owner is WFS or any of its Domestic Subsidiaries that is a Guarantor) shall deliver a Pledge Agreement Supplement or Pledge Joinder Agreement, as applicable, pursuant to which such owner shall pledge its then owned Pledged Interests in such Subsidiary, in the case of each of clauses (i) and (ii) in form, content and scope reasonably satisfactory to the Administrative Agent.
Additional Collateral Documents. (a) To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property, other than real estate and interests in real estate that are not owned Real Estate), the Borrowers agree to do promptly each of the following, unless otherwise agreed by the Administrative Agent:
Additional Collateral Documents. In connection with any incurrence after the Closing Date of Debt secured by a Lien on any Collateral, which Debt and Lien are permitted by Section 5.01 and Section 5.02 and which Debt and Lien are expressly permitted or required to be subject to an intercreditor agreement, or in connection with any First Lien Event, the Co-Issuers may direct the Collateral Agent to enter into an intercreditor agreement (or an amendment or amendment and restatement or replacement of any prior intercreditor agreement) with the Trustee, trustee, collateral agent or other party acting as agent for such Debt, which intercreditor agreement (or amendment or amendment and restatement or replacement) meets the applicable requirements of this Indenture in order to implement the applicable security and intercreditor arrangements relating to such Debt. In addition, in connection with any pledge of, or grant of a security interest in, any additional collateral for the benefit of the Notes, the Co-Issuers may direct the Collateral Agent to enter into such additional security documents (or amendments or amendment and restatements of existing security documents), in the Company’s customary form for the applicable collateral (as determined by the Company in its discretion, unless the applicable requirements of this Indenture expressly provide otherwise), as are necessary or desirable to effect such pledge or grant. The Co-Issuers will deliver an Officer’s Certificate and Opinion of Counsel to the Trustee and/or the Collateral Agent, as applicable, prior to the Trustee and/or the Collateral Agent, as the case may be, taking any action pursuant to this Section 12.03.
Additional Collateral Documents. (a) To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property), each Borrower Group Member agrees to do promptly each of the following, unless otherwise agreed by the Administrative Agent:
Additional Collateral Documents. (i) On or before the date which is forty-five (45) days following the date hereof (or such later date to which the Agent may agree in its discretion), the Credit Parties shall have delivered, or caused to be delivered, to Agent (A) originals of all Notes and other instruments evidencing the Parent Subordinated Indebtedness owing to Holdings and all Intercompany Notes, and (B) evidence of the Credit Parties compliance with each of Section 4.11 of the Credit Agreement and Section 5.19 of the Credit Agreement with respect to the deposit accounts of Holdings; provided, the Credit Parties hereby agree no deposit account of Holdings shall contain funds in excess of $100,000 until and unless the provisions of this clause (f)(i)(B) have been satisfied by the Credit Parties; and
Additional Collateral Documents. As of the Amendment No. 3 Effective Date, the Borrower shall, and shall cause each Subsidiary to, furnish to the Administrative Agent:
Additional Collateral Documents. As further security for the performance by Tenant of its obligations under this Lease, (a) Tenant shall cause the Manager and each Subtenant to execute and deliver a Subordination Non-Disturbance and Attornment Agreement, (b) Tenant shall cause Holiday AL Mezzanine I, LLC to execute and deliver a pledge of 100% of the equity in Tenant in a form reasonably agreed between Landlord and Tenant (the “Tenant Pledge Agreement”), (c) Tenant shall cause the Guarantor to execute and deliver the Guaranty, (d) Tenant and each Subtenant shall execute a Security Agreement and (e) Tenant shall fulfill, and shall cause Guarantor and Subtenant to fulfill, its and their obligations under each such document (the “Collateral Documents”). Notwithstanding the foregoing, at such time as any landlord under this Lease or an Affiliate thereof is a Restricted Landlord, the pledge of equity in Tenant granted pursuant to the Tenant Pledge Agreement shall be deemed to be automatically released and Landlord or its successor or assign, as applicable, shall execute such documents as are reasonably necessary and appropriate to effectuate the same.
Additional Collateral Documents. All necessary modifications or confirmations to the Collateral Documents in effect on the Amendment No. 2 Effective Date shall have been duly executed and delivered so as to ensure the continued effectiveness of the security interests created thereby, as reasonably determined by the Administrative Agent and its counsel, and the Administrative Agent shall have received evidence that all such other action (including, without limitation, (A) title searches with respect to any real property of any Loan Party that is subject to a Mortgage and payment of all expenses incurred in connection therewith and (B) payment of all recording fees, if any, in connection with the transactions contemplated by this Amendment No. 2) as shall be necessary or desirable to record, perfect or protect the security interests of the Secured Parties shall have been taken (it being understood that, with respect to any such action which has not been taken prior to the Amendment No. 2 Effective Date, the Borrower may, in the reasonable discretion of the Administrative Agent, be granted an additional period to take such action not to exceed thirty (30) days (which may be extended in the sole discretion of the Administrative Agent) after the Amendment No. 2 Effective Date).
Additional Collateral Documents. Borrower shall have executed and delivered to the Bank such additional collateral documents (including, but not limited to, financing statements) as the Bank may request to evidence the Bank’s liens in all of the Collateral.
Additional Collateral Documents. Asterisks (*) indicate original documents, all other documents are copies. [***] All documents dated January 30, 2007 unless otherwise noted.
