Common use of Additional Collateral; Further Assurances Clause in Contracts

Additional Collateral; Further Assurances. (a) The Borrowers will, unless the Required Lenders otherwise consent, cause each subsidiary of any Loan Party (excluding any Non-U.S. Subsidiary) formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Borrower by executing this Agreement through a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Party hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents, and (ii) will grant Liens to the Collateral Agent, for the benefit of the Collateral Agent and the Secured Parties, in any property of such Loan Party which constitutes Collateral.

Additional Collateral; Further Assurances. (a) The Borrowers willSubject to applicable Requirements of Law, unless the Required Lenders otherwise consent, each Loan Party will cause each subsidiary of its domestic Restricted Subsidiaries (other than any Loan Party (excluding any Non-U.S. Excluded Subsidiary) formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Borrower Loan Party by executing this a Joinder Agreement through a joinder agreement in substantially the form and substance reasonably satisfactory to the Administrative Agent. of Exhibit E. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Party Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents, Documents and (ii) will grant Liens to the Collateral Administrative Agent, for the benefit of the Collateral Administrative Agent and the Secured PartiesLenders, in any property of such Loan Party which constitutes Collateral.

Additional Collateral; Further Assurances. (a) The Borrowers willSubject to applicable law, unless the Required Lenders otherwise consent, each Loan Party shall cause each subsidiary of any Loan Party its domestic Subsidiaries (excluding any Non-U.S. Subsidiaryother than such domestic Subsidiaries having less than $10,000 of assets) formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Borrower Loan Party by executing this the Joinder Agreement through a joinder agreement in form and substance reasonably satisfactory to set forth as Exhibit E hereto (the Administrative Agent“Joinder Agreement”). Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Party Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents, Documents and (ii) will grant Liens to the Collateral Administrative Agent, for the benefit of the Collateral Administrative Agent and the Secured PartiesLenders, in any property of such Loan Party which constitutes Collateral.

Additional Collateral; Further Assurances. (a) The Borrowers Loan Parties will, unless the Required Lenders otherwise consent, cause each subsidiary of any Loan Party their Subsidiaries (excluding any Non-U.S. Foreign Subsidiary) formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Borrower Loan Party by executing this Agreement through a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Party hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents, and (ii) will grant Liens to the Collateral Agent, for the benefit of the Collateral Agent and the Secured PartiesLenders, in any property of such Loan Party which constitutes Collateral.

Additional Collateral; Further Assurances. (a) The Borrowers willSubject to applicable Requirements of Law, unless the Required Lenders otherwise consent, each Loan Party will cause each subsidiary of any Loan Party Domestic Subsidiary (excluding any Non-U.S. other than an Excluded Subsidiary) formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Borrower Loan Party by executing this Agreement through a joinder agreement in form and substance reasonably satisfactory to the Administrative AgentJoinder Agreement. Upon execution and delivery thereof, each such Person (i) shall automatically become either a Loan Party Guarantor or, if NAI-1514693629v12 102 its Accounts are to be included in the Borrowing Base, a Borrower hereunder and thereupon shall have all of the rights, benefits, duties, duties and obligations in such capacity under the Loan Documents, Documents and (ii) will grant Liens to the Collateral Administrative Agent, for the benefit of the Collateral Administrative Agent and the other Secured Parties, in any property of such Loan Party which constitutes Collateral.

Additional Collateral; Further Assurances. (a) The Borrowers willSubject to applicable law, unless the Required Lenders otherwise consent, each Loan Party shall cause each subsidiary of any Loan Party its domestic Subsidiaries (excluding any Non-U.S. Subsidiaryother than such domestic Subsidiaries having less than $10,000 of assets) formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Borrower Loan Party by executing this the Joinder Agreement through a joinder agreement in form and substance reasonably satisfactory to set forth as Exhibit E hereto (the Administrative Agent“Joinder Agreement”). Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Party Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents, Documents and (ii) will grant Liens to the Collateral Administrative Agent, for the benefit of the Collateral Agent and the Secured PartiesCreditors, in any property of such Loan Party which constitutes Collateral.

Additional Collateral; Further Assurances. (a) The Borrowers will, unless the Required Lenders otherwise consent, cause each subsidiary of any Loan Party (excluding any Non-U.S. Subsidiary) formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Borrower by executing this Agreement through a joinder agreement in form and substance reasonably satisfactory to the Administrative AgentAgents (the “Joinder Agreement”). Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Party Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents, and (ii) will grant Liens to the Collateral AgentAgents, for the benefit of the Collateral Agent Agents and the Secured Parties, in any property of such Loan Party Borrower which constitutes Collateral.

Additional Collateral; Further Assurances. (aV) The Borrowers willSubject to applicable law and the Collateral Documents, unless the Required Lenders otherwise consent, Borrower shall cause each subsidiary of wholly-owned domestic Subsidiary (other than any Loan Party (excluding any Non-U.S. Excluded Subsidiary) formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Borrower Loan Party by executing this Agreement through a one or more joinder agreement in form and substance reasonably satisfactory to the agreements (or similar documents) as requested by Administrative Agent. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Party hereunder Guarantor and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents, Documents and (ii) will grant Liens to the Collateral Administrative Agent, for the benefit of the Collateral Administrative Agent and the Secured Parties, in any property of such Loan Party which constitutes Collateral.

Additional Collateral; Further Assurances. (a) The Borrowers will, unless the Required Lenders otherwise consent, cause each subsidiary Subsidiary of any Loan Party (excluding any Non-U.S. Subsidiary) formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Borrower by executing this Agreement through a joinder agreement in form and substance reasonably satisfactory to the Administrative AgentAgent (the "Joinder Agreement"). Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Party hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents, and (ii) will grant Liens to the Collateral Agent, for the benefit of the Collateral Agent and the Secured Parties, in any property of such Loan Party which constitutes Collateral.

Additional Collateral; Further Assurances. (a) The Borrowers willSubject to applicable law or restrictions, unless the Required Lenders otherwise consent, Borrower as a Loan Party shall cause each subsidiary of any Loan Party (excluding any Non-U.S. Subsidiary) its US Subsidiaries formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Borrower Loan Party by executing this the Joinder Agreement through a joinder agreement in form and substance reasonably satisfactory to set forth as Exhibit C hereto (the Administrative Agent“Joinder Agreement”). Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Party Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents, Documents and (ii) will grant Liens to the Collateral Administrative Agent, for the benefit of the Collateral Administrative Agent and the Secured PartiesLenders, in any property of such Loan Party which constitutes Collateral.

Additional Collateral; Further Assurances. (a) The Borrowers Loan Parties will, unless the Required Lenders otherwise consent, cause each subsidiary of any Loan Party their Subsidiaries (excluding any Non-U.S. Subsidiary) formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Borrower Loan Party by executing this Agreement through a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Party hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents, and (ii) will grant Liens to the Collateral Agent, for the benefit of the Collateral Agent and the Secured Parties, in any property of such Loan Party which constitutes Collateral.

Additional Collateral; Further Assurances. (a) The Borrowers willSubject to applicable law, each Borrower and each Subsidiary that is a Loan Party shall, unless the Required Lenders Lender otherwise consentconsents, cause each subsidiary of any Loan Party (excluding any Non-U.S. Subsidiary) its Subsidiaries formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Borrower Loan Party by executing this the Joinder Agreement through a joinder agreement in form and substance reasonably satisfactory to set forth as Exhibit C hereto (the Administrative Agent“Joinder Agreement”). Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Party Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents, Documents and (ii) will grant Liens to the Collateral Agent, for the benefit of the Collateral Agent and the Secured PartiesLender, in any property of such Loan Party which constitutes Collateral, but excluding any parcel of real property located in the U.S. owned by any Loan Party.

Additional Collateral; Further Assurances. (a) The Borrowers willSubject to applicable Requirements of Law, unless the Required Lenders otherwise consent, each Loan Party will cause each subsidiary of any Loan Party Domestic Subsidiary (excluding any Non-U.S. other than an Excluded Subsidiary) formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Borrower Loan Party by executing this Agreement through a joinder agreement in form and substance reasonably satisfactory to the Administrative AgentJoinder Agreement. Upon execution and delivery thereof, each such Person (i) shall automatically become either a Loan Party Guarantor or, if its Accounts are to be included in the Borrowing Base, a Borrower hereunder and thereupon shall have all of the rights, benefits, duties, duties and obligations in such capacity under the Loan Documents, Documents and (ii) will grant Liens to the Collateral Administrative Agent, for the benefit of the Collateral Administrative Agent and the other Secured Parties, in any property of such Loan Party which constitutes Collateral.. 105