Common use of Additional Collateral; Further Assurances Clause in Contracts

Additional Collateral; Further Assurances. (a) Subject to applicable law including any financial assistance requirements, each Borrower and each other Loan Party shall cause each of its Subsidiaries formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party by executing the Loan Party Joinder Agreement set forth as Exhibit G hereto (the “Loan Party Joinder Agreement”) on or before the twentieth (20th) day following the date of such acquisition or formation (which time period may be extended up to a total period of ninety (90) days) to the extent necessary to satisfy requirements under financial assistance laws; provided that in no event shall any Foreign Subsidiary of Holdings guarantee any Obligations of an entity organized in the United States or provide security therefor. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor 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 Applicable Agent, for the benefit of the Applicable Agent and the Lenders, in any property of such Loan Party which constitutes Collateral.

Additional Collateral; Further Assurances. (a) Subject to applicable law including any financial assistance requirementslaw, each the Borrower and each other Subsidiary that is a Loan Party shall cause each of its Domestic Subsidiaries formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party as promptly thereafter as reasonably practicable by executing the Loan Party a Joinder Agreement in substantially the form set forth as Exhibit G D hereto (the “Loan Party Joinder Agreement”) on or before the twentieth (20th) day following the date of such acquisition or formation (which time period may be extended up to a total period of ninety (90) days) to the extent necessary to satisfy requirements under financial assistance laws; provided that in no event shall any Foreign Subsidiary of Holdings guarantee any Obligations of an entity organized in the United States or provide security therefor). Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will simultaneously therewith or as soon as practicable thereafter grant Liens to the Applicable Collateral Agent, for the benefit of the Applicable Collateral Agent and the LendersLenders and each other Secured Party, in each case to the extent required by the terms thereof, in any property (subject to the limitations with respect to Equity Interests set forth in paragraph (b) of this Section 5.11, the limitations with respect to real property set forth in paragraph (e) of this Section 5.11 and any other limitations set forth in the Security Agreement) of such Loan Party which constitutes Collateral, on such terms as may be required pursuant to the terms of the Collateral Documents and in such priority as may be required pursuant to the terms of the Intercreditor Agreement.

Additional Collateral; Further Assurances. (a) Subject to applicable law including any financial assistance requirementslaw, each Borrower and each other Loan Party shall will cause each of its Subsidiaries Designated Subsidiary formed or acquired after the date of this Agreement or that becomes a Designated Subsidiary after the Effective Date in accordance with the terms of this Agreement within 60 days (in each case, as such time may be extended in the Administrative Agent’s sole discretion) to become a Loan Party by executing the Loan Party Borrower or a Guarantor pursuant to a Joinder Agreement set forth as Exhibit G hereto and take all such further actions (including the “Loan Party Joinder Agreement”filing and recording of financing statements, fixture filings, and other documents) on that are required under the Collateral Documents or before this Agreement to cause the twentieth (20th) day following the date of Collateral and Guaranty Requirement to be satisfied with respect to such acquisition or formation (which time period may be extended up to a total period of ninety (90) days) to the extent necessary to satisfy requirements under financial assistance laws; provided that in no event shall any Foreign Subsidiary of Holdings guarantee any Obligations of an entity organized in the United States or provide security thereforDesignated Subsidiary. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor Borrower or Guarantor, as applicable 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 Applicable Administrative Agent, for the benefit of the Applicable Administrative Agent and the Lendersapplicable Secured Parties, in any property of such Loan Party which constitutes Collateral, under the applicable Security Agreement.

Additional Collateral; Further Assurances. (a) Subject to applicable law including any financial assistance requirementslaw, each the Borrower and each other Loan Party shall cause each of its Subsidiaries Domestic Subsidiary (other than any Excluded Subsidiary) formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party by executing the Loan Party Joinder Agreement set forth as Exhibit G hereto (the “Loan Party Joinder Agreement”) on or before prior to the twentieth later to occur of (20thi) day the date that is 60 days following the date of such formation or acquisition and (ii) the next date a Compliance Certificate is required to be delivered following the date of such formation or formation acquisition (which time period or, in either case, such later date as may be extended up to a total period of ninety (90) days) acceptable to the extent necessary to satisfy requirements under financial assistance laws; provided that Administrative Agent in no event shall any Foreign Subsidiary of Holdings guarantee any Obligations of an entity organized its discretion), by executing (i) a Joinder Agreement in substantially the United States or provide security thereforform attached as Exhibit D hereto (the “Joinder Agreement”), (ii) a Security Agreement Joinder Agreement and (iii) the Global Intercompany Note. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Subsidiary Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will take such actions as may be required by the terms hereof or of the applicable Collateral Documents to grant and perfect Liens to the Applicable Administrative Agent, for the benefit of the Applicable Agent itself and the Lenders, Lenders and each other Secured Party in any property (subject to the limitations set forth herein and in the other Loan Documents) of such Loan Party which constitutes Collateral, on such terms as are required pursuant to the terms of the Collateral Documents and in such priority as may be required pursuant to the terms of the Intercreditor Agreement.

Additional Collateral; Further Assurances. (a) Subject to applicable law including any financial assistance requirements, each Borrower and each other Loan Party Holdings shall cause each of its Material Domestic Subsidiaries formed or acquired after the date of this Agreement Effective Date, and each Domestic Subsidiary which is not a Material Domestic Subsidiary on the Effective Date but which qualifies as a Material Domestic Subsidiary after the Effective Date, in accordance with the terms of this Agreement to become a Loan Party by executing the Loan Party Joinder Agreement set forth as Exhibit G E hereto (the “Loan Party Joinder Agreement”) on within thirty (30) days (or before such later date as may be agreed upon by the twentieth (20thAdministrative Agent) day following the date of such formation, acquisition or formation (which time period may qualification, such Joinder Agreement to be extended up to a total period of ninety (90) days) accompanied by appropriate corporate resolutions, other corporate organizational and authorization documentation and legal opinions in form and substance reasonably satisfactory to the extent necessary to satisfy requirements under financial assistance laws; provided that in no event shall any Foreign Subsidiary of Holdings guarantee any Obligations of an entity organized in the United States or provide security thereforAdministrative Agent. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor 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 Applicable Administrative Agent, for the benefit of the Applicable Agent and the LendersSecured Parties, in any property of such Loan Party which constitutes Collateral.

Additional Collateral; Further Assurances. (a) Subject to applicable law including any financial assistance requirementslaw, each Borrower and each other Loan Party shall will cause each of its Subsidiaries Designated Subsidiary formed or acquired after the date of this Agreement or that becomes a Designated Subsidiary after the Effective Date in accordance with the terms of this Agreement within 30 days (in each case, as such time may be extended in the Administrative Agent’s sole discretion) to become a Loan Party by executing Borrower (excluding, for the Loan Party avoidance of doubt, any Foreign Subsidiary) or a Guarantor pursuant to a Joinder Agreement set forth as Exhibit G hereto and take all such further actions (including the “Loan Party Joinder Agreement”filing and recording of financing statements and other documents) on that are required under the Collateral Documents or before this Agreement to cause the twentieth (20th) day following the date of Collateral and Guaranty Requirement to be satisfied with respect to such acquisition or formation (which time period may be extended up to a total period of ninety (90) days) to the extent necessary to satisfy requirements under financial assistance laws; provided that in no event shall any Foreign Subsidiary of Holdings guarantee any Obligations of an entity organized in the United States or provide security thereforDesignated Subsidiary. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor Borrower or Guarantor, as applicable 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 Applicable Administrative Agent, for the benefit of the Applicable Administrative Agent and the Lendersapplicable Secured Parties, in any property of such Loan Party which constitutes Collateral, under the applicable Security Agreement.

Additional Collateral; Further Assurances. (a) Subject to applicable law including any financial assistance requirementslaw, each Borrower and each other Loan Party shall cause each of its Subsidiaries (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 Loan Party by executing the Loan Party Joinder Agreement set forth as Exhibit G hereto (the “Loan Party Joinder Agreement”) on or before the twentieth prior to ten (20th10) day days following the date of such creation or acquisition or formation by executing a Joinder Agreement in substantially the form set forth as Exhibit D hereto (which time period may be extended up to a total period of ninety (90) days) to the extent necessary to satisfy requirements under financial assistance laws; provided that in no event shall any Foreign Subsidiary of Holdings guarantee any Obligations of an entity organized in the United States or provide security therefor“Joinder Agreement”). Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Subsidiary Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will simultaneously therewith or as soon as practicable thereafter grant Liens to the Applicable Administrative Agent, for the benefit of the Applicable Administrative Agent and the LendersLenders and each other Secured Party, in each case to the extent required by the terms thereof, in any property (subject to the limitations with respect to Capital Stock set forth in paragraph (b) of this Section 5.12, the limitations with respect to real property set forth in paragraph (d) of this Section 5.12, and any other limitations set forth in the Pledge and Security Agreement) of such Loan Party which constitutes Collateral, on such terms as may be required pursuant to the terms of the Collateral Documents and in such priority as may be required pursuant to the terms of the Intercreditor Agreement.

Additional Collateral; Further Assurances. (a) Subject To the extent required by Section 5.14(f) (provided, that at the Borrower’s election to be made in its sole and absolute discretion, any Loan Party may cause any Subsidiary to become a Loan Guarantor pursuant to this Section 5.14 even if not required by Section 5.14(f)) below, but subject to applicable law including any financial assistance requirementsRequirements of Law, each Borrower and each other Loan Party shall will cause each of its Subsidiaries formed or acquired after the date of this Agreement within thirty (30) days (or such longer period the Administrative Agent shall approve in accordance with the terms of this Agreement writing) after such formation or acquisition to become a Loan Party by executing the Loan Party a Joinder Agreement set forth (or such other documents performing similar functions as Exhibit G hereto (the “Loan Party Joinder Agreement”) on or before the twentieth (20th) day following the date of such acquisition or formation (which time period may be extended up required by the Administrative Agent or the Required Lenders). In connection therewith, the Administrative Agent shall have received all documentation and other information regarding such newly formed or acquired Subsidiaries as may be required to a total period of ninety (90) days) to comply with the extent necessary to satisfy requirements under financial assistance laws; provided that in no event shall any Foreign Subsidiary of Holdings guarantee any Obligations of an entity organized in applicable “know your customer” rules and regulations, including the United States or provide security thereforUSA Patriot Act and Canadian AML Legislation. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor 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 Applicable AgentAdministrative Agent or the Australian Security Trustee (as applicable), for the benefit of the Applicable Agent Administrative Agent, the Australian Security Trustee and the Lendersother Secured Parties, in any property of such Loan Party which constitutes Collateral, including any Material Real Property.

Additional Collateral; Further Assurances. (a) Subject to applicable law including any financial assistance requirementslaw, each the Borrower and each other Subsidiary that is a Loan Party shall cause each of its Domestic Subsidiaries (other than Excluded Subsidiaries) formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party as promptly thereafter as reasonably practicable by executing the Loan Party a Joinder Agreement in substantially the form set forth as Exhibit G D hereto (the “Loan Party Joinder Agreement”) on or before the twentieth (20th) day following the date of such acquisition or formation (which time period may be extended up to a total period of ninety (90) days) to the extent necessary to satisfy requirements under financial assistance laws; provided that in no event shall any Foreign Subsidiary of Holdings guarantee any Obligations of an entity organized in the United States or provide security therefor). Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will simultaneously therewith or as soon as practicable thereafter grant Liens to the Applicable Collateral Agent, for the benefit of the Applicable Collateral Agent and the LendersLenders and each other Secured Party, in each case to the extent required by the terms thereof, in any property (subject to the limitations with respect to Capital Stock set forth in paragraph (b) of this Section 5.12, the limitations with respect to real property set forth in paragraph (e) of this Section 5.12, and any other limitations set forth in the Pledge and Security Agreement) of such Loan Party which constitutes Collateral, on such terms as may be required pursuant to the terms of the Collateral Documents and in such priority as may be required pursuant to the terms of the Intercreditor Agreement.

Additional Collateral; Further Assurances. (a) Subject to applicable law including any financial assistance requirements, each Borrower The Borrowers and each other Loan Party shall cause each of its Subsidiaries Domestic Subsidiary (other than any Excluded Subsidiary) formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party by executing the Loan Party Joinder Agreement set forth as Exhibit G hereto (the “Loan Party Joinder Agreement”) on or before prior to the twentieth (20th) day date that is 45 days following the date of such formation or acquisition (or formation (which time period such later date as may be extended up to a total period of ninety (90) days) acceptable to the extent necessary to satisfy requirements under financial assistance laws; provided that Administrative Agent in no event shall any Foreign Subsidiary of Holdings guarantee any Obligations of an entity organized its discretion), by executing a Joinder Agreement in substantially the United States or provide security thereforform attached as Exhibit D hereto (the “Joinder Agreement”) and a Security Agreement Joinder Agreement. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Subsidiary Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will take such actions as may be required in accordance with the terms hereof or of the applicable Collateral Documents to grant Liens to the Applicable Administrative Agent, for the benefit of the Applicable Agent itself and the LendersLenders and each other Secured Party, in each case to the extent required by the terms thereof, in any property (subject to the limitations set forth herein and in the other Loan Documents) of such Loan Party which constitutes Collateral, on such terms as may be required pursuant to the terms of the Collateral Documents and in such priority as may be required pursuant to the terms of the Intercreditor Agreement.

Additional Collateral; Further Assurances. (a) Subject to applicable law including any financial assistance requirements, each Borrower The Borrowers and each other Loan Party shall cause each of its Subsidiaries Domestic Subsidiary (other than any Excluded Subsidiary) formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party by executing the Loan Party Joinder Agreement set forth as Exhibit G hereto (the “Loan Party Joinder Agreement”) on or before prior to the twentieth (20th) day date that is 45 days following the date of such formation or acquisition (or formation (which time period such later date as may be extended up to a total period of ninety (90) days) acceptable to the extent necessary to satisfy requirements under financial assistance laws; provided that Administrative Agent in no event shall any Foreign Subsidiary of Holdings guarantee any Obligations of an entity organized its discretion), by executing a Joinder Agreement in substantially the United States or provide security thereforform attached as Exhibit D hereto (the “Joinder Agreement”) and a Security Agreement Joinder Agreement. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Subsidiary Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will take such actions as may be required in accordance with the terms hereof or of the applicable Collateral Documents to grant Liens to the Applicable Administrative Agent, for the benefit of the Applicable Agent itself and the LendersLenders and each other Secured Party, in each case to the extent required by the terms thereof, in any property (subject to the limitations set forth herein and in the other Loan Documents) of such Loan Party which constitutes Collateral., on such terms as may be required pursuant to the terms of the Collateral Documents and in such priority as may be required pursuant to the terms of the Intercreditor Agreement. 115

Additional Collateral; Further Assurances. (a) Subject to applicable law including any financial assistance requirementsRequirement of Law and the definition of Excluded Assets, each Borrower and each other Loan Party shall will cause each of its Subsidiaries (other than Excluded Subsidiaries) formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party by executing the Loan Party a Joinder Agreement set forth in each case promptly (and in any event within thirty (30) days after such Person becomes a Subsidiary or is no longer an Excluded Asset). In connection therewith, the Administrative Agent shall have received all documentation and other information regarding such newly formed or acquired Subsidiaries (other than Excluded Subsidiaries) as Exhibit G hereto (the “Loan Party Joinder Agreement”) on or before the twentieth (20th) day following the date of such acquisition or formation (which time period may be extended up required to a total period of ninety (90) days) to comply with the extent necessary to satisfy requirements under financial assistance laws; provided that in no event shall any Foreign Subsidiary of Holdings guarantee any Obligations of an entity organized in applicable “know your customer” rules and regulations, including the United States or provide security thereforUSA Patriot Act. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor 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 Applicable Administrative Agent, for the benefit of the Applicable Administrative Agent and the Lendersother Secured Parties, in any property of such Loan Party which constitutes Collateral. Notwithstanding anything to the contrary set forth in any Loan Document, no Loan Party shall be required to grant or cause to be perfected any Lien in any Excluded Asset.

Additional Collateral; Further Assurances. (a) Subject to applicable law including any financial assistance requirementsRequirement of Law and the definition of Excluded Assets, each Borrower and each other Loan Party shall will cause each of its Subsidiaries formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party by executing the Loan Party a Joinder Agreement set forth in each case promptly (and in any event within thirty (30) days after such Person becomes a Subsidiary or is no longer an Excluded Asset). In connection therewith, the Administrative Agent shall have received all documentation and other information regarding such newly formed or acquired Subsidiaries as Exhibit G hereto (the “Loan Party Joinder Agreement”) on or before the twentieth (20th) day following the date of such acquisition or formation (which time period may be extended up required to a total period of ninety (90) days) to comply with the extent necessary to satisfy requirements under financial assistance laws; provided that in no event shall any Foreign Subsidiary of Holdings guarantee any Obligations of an entity organized in applicable “know your customer” rules and regulations, including the United States or provide security thereforUSA Patriot Act. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor 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 Applicable Administrative Agent, for the benefit of the Applicable Administrative Agent and the Lendersother Secured Parties, in any property of such Loan Party which constitutes Collateral. Notwithstanding anything to the contrary set forth in any Loan Document, no Loan Party shall be required to grant or cause to be perfected any Lien in any Excluded Asset.