Common use of Agreement to Grant Additional Security Clause in Contracts

Agreement to Grant Additional Security. Promptly, and in any event within 30 days after the acquisition by the Borrower or any Material Subsidiary of assets or real or personal property or leasehold interests of the type that would have constituted Collateral on the Amendment/Restatement Effective Date, in each case in which the Collateral Agent or the Administrative Agent does not have a perfected security interest under the Security Documents and within 30 days after request by the Administrative Agent with respect to any other after acquired collateral deemed material by the Administrative Agent or Required Lenders (the "ADDITIONAL COLLATERAL"), the Borrower will, and will cause each of its respective Material Subsidiaries to, take all necessary action, including (i) the filing of appropriate financing statements under the provisions of the UCC, applicable foreign, domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate to grant the Collateral Agent or the Administrative Agent for the benefit of the Secured Creditors pursuant to the Security Agreement a perfected Lien (subject only to Permitted Liens) in such Collateral pursuant to and to the full extent required by the Security Documents and this Agreement and (ii) with respect to real estate, the execution of a Mortgage, the obtaining of title insurance policies or indemnification agreements satisfactory to the Administrative Agent, title surveys, Mortgage Policies and real estate appraisals satisfying the Requirements of Law. In the event the Lien 109 against the Mortgaged California Real Estate is released pursuant to SECTION 12.15(b) but thereafter, the Leverage Ratio of the Borrower is equal to or greater than 2.00 to 1.00, the Administrative Agent shall have the right to require the Borrower to execute a Mortgage, or cause any of its Subsidiaries to execute a Mortgage, with respect to the Mortgaged California Real Estate and take all other necessary action on behalf of the Collateral Agent or the Administrative Agent for the benefit of the Secured Creditors, all in accordance with SECTION 7.12(e). In furtherance of the foregoing, except as otherwise permitted by SECTION 8.14, the Borrower hereby agrees that in no event shall it, in any manner or at any time, transfer, modify or otherwise affect, or permit any Subsidiary of the Borrower to transfer, modify or otherwise affect, the legal title of the Mortgaged California Property such that the Borrower or any such Subsidiary shall no longer be the legal titleholder in the Mortgaged California Real Estate or shall in any other manner be restricted from granting such Mortgage in favor of the Collateral Agent or the Administrative Agent for the benefit of the Secured Creditors.

Appears in 1 contract

Sources: Credit Agreement (Gencorp Inc)

Agreement to Grant Additional Security. (i) Promptly, and in any event within 30 days (or later if Administrative Agent agrees) after the acquisition by the Borrower Company or any Material Domestic Subsidiary of assets or real or personal property or leasehold interests and investments (other than (x) any parcel of real estate or leasehold interest with a fair market value at the type that would have constituted Collateral on date of acquisition thereof of less than $3,500,000 or (y) assets with a fair market value of less than $500,000 individually or $3,500,000 in the Amendment/Restatement Effective Date, in each case in which the Collateral Agent or the Administrative Agent does not have a perfected security interest under the Security Documents and within 30 days after request by the Administrative Agent with respect to any other after acquired collateral deemed material by the Administrative Agent or Required Lenders aggregate) (the "ADDITIONAL COLLATERALAdditional Collateral"), the Borrower Company will, and will cause each of its respective Material Subsidiaries to, take all necessary action, including (i) the filing of appropriate financing statements under the provisions of the UCC, applicable foreign, domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate and (ii) with respect to real estate, the execution of a mortgage, the obtaining of title insurance policies, title surveys and real estate appraisals satisfying Requirements of Law, to grant the Collateral Agent or the Administrative Agent for the benefit of the Secured Creditors pursuant to the Security Agreement a perfected Lien (subject only to Permitted Liens) in such Collateral pursuant to and to the full extent required by the Security Documents and this Agreement Agreement; and (ii) promptly, and in any event within 30 days (or later if Administrative Agent agrees) after the acquisition by any Foreign Security Subsidiary of assets of the type that would have constituted Collateral on the Effective Date in the relevant jurisdiction pursuant to any Foreign Security Document, or, in the case of a Foreign Security Subsidiary designated as such pursuant to Section 7.11(a)(iii), on the date such Subsidiary executes the Foreign Security Documents, (other than (x) any parcel of real estate or leasehold interest with a fair market value at the date of acquisition thereof of less than $3,500,000 or (y) assets with a fair market value of less than $500,000 individually or $3,500,000 in the aggregate) (the "Additional Foreign Collateral"), the Company will, and will cause each appropriate Foreign Security Subsidiary to, take all necessary action, including the filing of appropriate financing statements, under the provisions of applicable laws, rules or regulations in each of the offices where such filing is necessary or appropriate, or entering into or amending any Foreign Security Document and with respect to real estate, the execution of a Mortgagemortgage, the obtaining of title insurance policies or indemnification agreements satisfactory to the Administrative Agentpolicies, title surveys, Mortgage Policies surveys and real estate appraisals satisfying the Requirements of Law. In Law and customs in the event the Lien 109 against the Mortgaged California Real Estate is released pursuant relevant jurisdiction, to SECTION 12.15(b) but thereafter, the Leverage Ratio of the Borrower is equal grant to or greater than 2.00 to 1.00, the Administrative Agent shall have the right to require the Borrower to execute a Mortgage, or cause any of its Subsidiaries to execute a Mortgage, with respect to the Mortgaged California Real Estate and take all other necessary action on behalf of the Collateral Agent or the Administrative Agent for its benefit and the benefit of the Secured Creditors, all in accordance with SECTION 7.12(e). In furtherance of Creditors a perfected Lien (subject only to Permitted Liens) on such Additional Foreign Collateral pursuant to and to the foregoing, except as otherwise permitted full extent required by SECTION 8.14, the Borrower hereby agrees that in no event shall it, in any manner or at any time, transfer, modify or otherwise affect, or permit any Subsidiary of the Borrower to transfer, modify or otherwise affect, the legal title of the Mortgaged California Property such that the Borrower or any such Subsidiary shall no longer be the legal titleholder in the Mortgaged California Real Estate or shall in any other manner be restricted from granting such Mortgage in favor of the Collateral Agent or the Administrative Agent for the benefit of the Secured Creditorsthis Agreement.

Appears in 1 contract

Sources: Credit Agreement (Huntsman Advanced Materials (UK) LTD)