Common use of Additional Collateral; Further Assurances Clause in Contracts

Additional Collateral; Further Assurances. (a) At any time or times during the term of this Agreement, upon the request of Lender, Borrower, will at its joint and several expense promptly and duly execute and deliver any and all such further financing statements, instruments, endorsements, powers of attorney and other documents, make such filings, provide such notices and take such further action as Lender may reasonably deem desirable or necessary in order to create, perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable Lender to exercise and enforce its rights and remedies under this Agreement with respect to any or all of the Collateral, including, without limitation, the filing of any financing statements, or continuation statements, or amendments thereto, in form acceptable to Lender, under the Uniform Commercial Code in effect in any jurisdiction with respect to the liens and security interests granted under this Agreement. Xxxxxxxx also hereby authorizes Lender to file any such financing statement without the signature of Borrower to the fullest extent permitted by applicable law. A photocopy of this Agreement shall be sufficient as a financing statement and may be filed instead of the original to the fullest extent permitted by applicable law. Borrower, jointly and severally, will (i) pay or reimburse Lender for all filing fees and related filing costs and expenses; (ii) provide Lender from time to time with statements and schedules further identifying and describing the Collateral and any other reports in connection with the Collateral as Lender may reasonably request, all in sufficient detail and in form reasonably satisfactory to Lender; and (iii) reimburse Lender for performing or ordering all searches Lender reasonably deems necessary or desirable to establish and determine the priority of the security interests of Lender in the Collateral or to determine the existence or priority of other secured parties with respect to the Collateral.

Additional Collateral; Further Assurances. (a) At any time or times during the term of this Agreement, upon the request of Lender, Borrower, will at its joint and several expense promptly and duly execute and deliver any and all such further financing statements, instruments, endorsements, powers of attorney and other documents, make such filings, provide such notices and take such further action as Lender may reasonably deem desirable or necessary in order to create, perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable Lender to exercise and enforce its rights and remedies under this Agreement with respect to any or all of the Collateral, including, without limitation, the filing of any financing statements, or continuation statements, or amendments thereto, in form acceptable to Lender, under the Uniform Commercial Code in effect in any jurisdiction with respect to the liens and security interests granted under this Agreement. Xxxxxxxx Borrower also hereby authorizes Lender to file any such financing statement without the signature of Borrower to the fullest extent permitted by applicable law. A photocopy of this Agreement shall be sufficient as a financing statement and may be filed instead of the original to the fullest extent permitted by applicable law. Borrower, jointly and severally, will (i) pay or reimburse Lender for all filing fees and related filing costs and expenses; (ii) provide Lender from time to time with statements and schedules further identifying and describing the Collateral and any other reports in connection with the Collateral as Lender may reasonably request, all in sufficient detail and in form reasonably satisfactory to Lender; and (iii) reimburse Lender for performing or ordering all searches Lender reasonably deems necessary or desirable to establish and determine the priority of the security interests of Lender in the Collateral or to determine the existence or priority of other secured parties with respect to the Collateral.

Additional Collateral; Further Assurances. (a) At The Borrowers will, and will cause each Domestic Subsidiary to, execute any time documents, UCC or times during PPSA filing statements, agreements and instruments, and take all further action (including filing Mortgages) that may be required under applicable law, or that the term Administrative Agent or the Collateral Agent may reasonably request, in order to effectuate the transactions contemplated by the Loan Documents and in order to grant, preserve, protect and perfect the validity and first priority of this Agreement, upon the request Liens created or intended to be created by the Loan Documents. Each Borrower will cause any subsequently acquired or organized Domestic Subsidiary to execute a supplement (in form and substance satisfactory to the Administrative Agent) to the Subsidiary Guaranty and each other applicable Loan Document in favor of Lender, Borrower, the Secured Parties. Each Borrower will at cause its joint and several expense promptly and duly Foreign Subsidiaries to execute and deliver any documents reasonably necessary to perfect the pledge of its Equity Interests (subject to the limitations set forth below) under the laws of such subsidiaries jurisdiction of organization. In addition, from time to time, the Borrowers will, at their cost and all such further financing statementsexpense, instrumentspromptly secure the Obligations by pledging or creating, endorsements, powers of attorney and other documents, make such filings, provide such notices and take such further action as Lender may reasonably deem desirable or necessary in order to create, perfect, preserve and protect any security interest granted or purported causing to be granted hereby pledged or to enable Lender to exercise and enforce its rights and remedies under this Agreement created, perfected Liens with respect to any such of their and their Domestic Subsidiaries’ assets and properties as the Administrative Agent or all the Required Lenders shall designate, it being agreed that it is the intent of the Collateralparties that the Obligations shall be secured by, includingamong other things, without limitationsubstantially all the assets of the Borrowers and their Domestic Subsidiaries (including real and personal property acquired subsequent to the Effective Date); provided that, notwithstanding anything to the filing contrary contained in any Loan Document, First Lien Term Loan Document or Second Lien Term Loan Document, neither the Borrowers nor their subsidiaries shall be required to pledge more than 65% of any financing statementsthe voting Equity Interests (representing not greater than 65% of the total combined voting power of all classes of Equity Interests entitled to vote) of a Foreign Subsidiary, provided, further, that none of the Borrowers or continuation statements, their subsidiaries shall be required to pledge (or amendments thereto, cause to be pledged) Equity Interests of a Foreign Subsidiary to the extent such Equity Interests of such Foreign Subsidiary are held by another Foreign Subsidiary. Such Liens will be created under the Loan Documents in form acceptable to Lender, under the Uniform Commercial Code in effect in any jurisdiction with respect and substance satisfactory to the liens Administrative Agent, and security interests granted under this Agreement. Xxxxxxxx also hereby authorizes Lender the Borrowers shall deliver or cause to file any such financing statement without the signature of Borrower be delivered to the fullest extent permitted by applicable law. A photocopy of Administrative Agent all such instruments and documents (including legal opinions, title insurance policies and lien searches) as the Administrative Agent shall reasonably request to evidence compliance with this Agreement shall be sufficient as a financing statement and may be filed instead of the original to the fullest extent permitted by applicable law. Borrower, jointly and severally, will (i) pay or reimburse Lender for all filing fees and related filing costs and expenses; (ii) provide Lender from time to time with statements and schedules further identifying and describing the Collateral and any other reports in connection with the Collateral as Lender may reasonably request, all in sufficient detail and in form reasonably satisfactory to Lender; and (iii) reimburse Lender for performing or ordering all searches Lender reasonably deems necessary or desirable to establish and determine the priority of the security interests of Lender in the Collateral or to determine the existence or priority of other secured parties with respect to the CollateralSection.

Additional Collateral; Further Assurances. Subject to applicable Legal Requirements, each Loan Party will cause (i) each Subsidiary formed or acquired after the date of this Agreement and (ii) any Subsidiary that ceases to be an Excluded Subsidiary at any time, in each case to become a Loan Party by executing a joinder agreement in form satisfactory to the Lender. In connection therewith, the Lender shall have received all documentation and other information regarding such newly formed or acquired subsidiaries as may be required to comply with the applicable “know your customer” rules and regulations, including the Patriot Act. Upon execution and delivery thereof, each such Person (a) At shall automatically become a Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (b) will grant Liens to the Lender in any time property of such Loan Party which is intended to constitute Collateral. Each Loan Party will cause 100% of the issued and outstanding Equity Interests of each of its subsidiaries to be subject at all times to a first priority, perfected Lien in favor of the Lender pursuant to the terms and conditions of the Loan Documents or times during other security documents as the term of this AgreementLender shall reasonably request. Without limiting the foregoing, upon the request of Lendereach Loan Party will, Borrowerand will cause each subsidiary to, will at its joint and several expense promptly and duly execute and deliver any deliver, or cause to be executed and all delivered, to the Lender such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, instrumentsfixture filings, endorsementsmortgages, powers deeds of attorney trust and other documents, make documents and such filings, provide such notices and take such further action as Lender may reasonably deem desirable other actions or necessary in order to create, perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable Lender to exercise and enforce its rights and remedies under this Agreement with respect to any or all deliveries of the Collateraltype required by Section 2.6, includingas applicable), without limitationwhich may be required by any Legal Requirement or which the Lender may, from time to time, reasonably request to carry out the filing of any financing statements, or continuation statements, or amendments thereto, in form acceptable to Lender, under the Uniform Commercial Code in effect in any jurisdiction with respect to the liens terms and security interests granted under this Agreement. Xxxxxxxx also hereby authorizes Lender to file any such financing statement without the signature of Borrower to the fullest extent permitted by applicable law. A photocopy conditions of this Agreement shall be sufficient as a financing statement and may be filed instead the other Loan Documents and to ensure‌ perfection and priority of the original Liens created or intended to be created by the Loan Documents, all in form and substance reasonably satisfactory to the fullest extent permitted Lender and all at the expense of the Loan Parties. If any material assets (including any Real Property or Improvements thereon or any interest therein) are acquired by applicable law. Borrowerany Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), jointly and severally, the Loan Parties will (i) pay or reimburse Lender for all filing fees notify the Lender, and, if requested by the Lender, cause such assets to be subjected to a Lien securing the Obligations and related filing costs and expenses; (ii) provide take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender from time to time with statements grant and schedules further identifying and describing the Collateral and any other reports perfect such Liens, including actions described in connection with the Collateral as Lender may reasonably requestthis Section, all in sufficient detail and in form reasonably satisfactory to Lender; and (iii) reimburse Lender for performing or ordering all searches Lender reasonably deems necessary or desirable to establish and determine at the priority expense of the security interests of Lender in the Collateral or to determine the existence or priority of other secured parties with respect to the CollateralLoan Parties.

Additional Collateral; Further Assurances. A. In the event that any Person becomes a Subsidiary after the date hereof (aor any Foreign Subsidiary becomes a Material Foreign Subsidiary after the date hereof), Borrower will promptly notify Administrative Agent of that fact and (i) At any time cause each such Subsidiary that is either a Domestic Subsidiary or times during Material Foreign Subsidiary to execute and deliver to Administrative Agent a counterpart of the term of this Subsidiary Guaranty, Security Agreement and Master Pledge Agreement, and (ii) in the event that such Person’s Capital Stock is certificated or such Person has Domestic Subsidiaries or direct Foreign Subsidiaries the Capital Stock of which is certificated, Borrower will, and will cause such Subsidiaries to execute and deliver any documents necessary to effectively pledge a First Priority security interest in such Capital Stock in favor of Administrative Agent, including delivering to Administrative Agent such certificates accompanied by stock powers in blank; provided, that upon the request of LenderRequisite Lenders, Borrower, will at its joint and several expense promptly and duly any Material Foreign Subsidiary shall execute and deliver any and all such further financing statements, instruments, endorsements, powers of attorney and other security documents, make such filingspledge agreements or instruments that the Requisite Lenders deem necessary or advisable, provide such notices and take such further action as Lender or that the Requisite Lenders may reasonably deem desirable or necessary in order request, to createeffectuate the granting of security by such Material Foreign Subsidiary, perfectand to the extent requested by Requisite Lenders, preserve and protect such legal opinions reasonably requested by Requisite Lenders of the type customarily required with respect to the granting of security interests by foreign entities; provided, that to the extent that the taking of any security interest granted or purported to be granted hereby or to enable Lender to exercise and enforce its rights and remedies under this Agreement of the foregoing actions with respect to any or all of the CollateralMaterial Foreign Subsidiary, including, without limitationbut not limited to, the filing pledge of any financing statements, or continuation statements, or amendments thereto, in form acceptable to Lender, under the Uniform Commercial Code in effect in any jurisdiction with respect Capital Stock of such Foreign Subsidiary shall cause material adverse tax consequences to the liens Borrower or the Borrower and security interests granted under this Agreement. Xxxxxxxx also hereby authorizes Lender to file any such financing statement without its Subsidiaries taken as a whole, the signature of Borrower to the fullest extent permitted by applicable law. A photocopy of this Agreement foregoing actions shall not be required or shall be sufficient as a financing statement and may be filed instead of the original to the fullest extent permitted by applicable law. Borrower, jointly and severally, will (i) pay modified or reimburse Lender for all filing fees and related filing costs and expenses; (ii) provide Lender from time to time with statements and schedules further identifying and describing the Collateral and any other reports in connection with the Collateral as Lender may reasonably request, all in sufficient detail and in form reasonably satisfactory to Lender; and (iii) reimburse Lender for performing or ordering all searches Lender reasonably deems necessary or desirable to establish and determine the priority of the security interests of Lender in the Collateral or to determine the existence or priority of other secured parties with respect to the Collateralotherwise limited accordingly.

Additional Collateral; Further Assurances. (a) At any time or times during Subject to applicable law, Agent has the term of this Agreementright but not the obligation to require the Borrower to cause each, upon the request of Lender, Borrower, will at its joint and several expense promptly and duly execute and deliver any and all such further financing statements, instruments, endorsements, powers of attorney and other documents, make such filings, provide such notices and take such further action as Lender may reasonably deem desirable or necessary in order to create, perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable Lender to exercise and enforce its rights and remedies under this Agreement with respect to any or all of its domestic Subsidiaries, whether currently existing or formed or acquired after the Loan Closing Date, to become a Borrower subject to the provisions of the Loan Documents by executing a Joinder Agreement in the form proposed by the Agent, each, a “Joinder Agreement.” Upon execution and delivery thereof, each such Person (a) shall automatically become a Subsidiary Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (b) will grant Liens to the Collateral Agent in any property of such Subsidiary Guarantor which constitutes Collateral, includingincluding any parcel of real property located in the U.S. and owned by such Subsidiary Guarantor, without limitationand the Lenders and Borrower shall take such steps to amend this Agreement and the other Loan Documents to implement the same. The Borrower will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries, if any, and (ii) 100% of the issued and outstanding Equity Interests of each of its foreign Subsidiaries, to be subject at all times to a first priority, perfected Lien in favor of the Collateral Agent pursuant to the terms and conditions of the Loan Documents. Without limiting the foregoing, the Borrower will, and will cause each of its Subsidiaries to, execute and deliver, or cause to be executed and delivered, to the Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of any financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or continuation statementsdeliveries), which may be required by law or amendments theretowhich the Agent may, in form acceptable from time to Lendertime, under reasonably request to carry out the Uniform Commercial Code in effect in any jurisdiction with respect to the liens terms and security interests granted under this Agreement. Xxxxxxxx also hereby authorizes Lender to file any such financing statement without the signature of Borrower to the fullest extent permitted by applicable law. A photocopy conditions of this Agreement shall be sufficient as a financing statement and may be filed instead of the original other Loan Documents and to the fullest extent permitted by applicable law. Borrower, jointly ensure perfection and severally, will (i) pay or reimburse Lender for all filing fees and related filing costs and expenses; (ii) provide Lender from time to time with statements and schedules further identifying and describing the Collateral and any other reports in connection with the Collateral as Lender may reasonably request, all in sufficient detail and in form reasonably satisfactory to Lender; and (iii) reimburse Lender for performing or ordering all searches Lender reasonably deems necessary or desirable to establish and determine the priority of the security interests Liens created or intended to be created by the Security Agreement, all at the expense of Lender the Borrower. If any material assets (including any real property or improvements thereto or any interest therein) are acquired by the Borrower after the Loan Closing Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of the Collateral Agent upon the acquisition thereof), the Borrower will notify the Agent thereof, and, if requested by the Agent the Borrower will cause such assets to be subjected to a Lien securing the Obligations and will take such actions as shall be necessary or reasonably requested by the Agent to determine grant and perfect such Liens, including actions described in this Section 6.11, all at the existence or priority expense of other secured parties with respect to the CollateralBorrower.

Additional Collateral; Further Assurances. (a) At The Borrowers will, and will cause each Domestic Subsidiary to, execute any time documents, UCC or times during PPSA filing statements, agreements and instruments, and take all further action (including filing Mortgages) that may be required under applicable law, or that the term Administrative Agent may reasonably request, in order to effectuate the transactions contemplated by the Loan Documents and in order to grant, preserve, protect and perfect the validity and priority of this Agreement, upon the request Liens created or intended to be created by the Loan Documents. Each Borrower will cause any subsequently acquired or organized Domestic Subsidiary to execute a supplement (in form and substance satisfactory to the Administrative Agent) to the Subsidiary Guaranty and each other applicable Loan Document in favor of Lender, Borrower, the Secured Parties. Each Borrower will at cause its joint and several expense promptly and duly Foreign Subsidiaries to execute and deliver any documents reasonably necessary to perfect the pledge of its Equity Interests (subject to the limitations set forth below) under the laws of such subsidiaries’ jurisdiction of organization. In addition, from time to time, the Borrowers will, at their cost and all such further financing statementsexpense, instrumentspromptly secure the Obligations by pledging or creating, endorsements, powers of attorney and other documents, make such filings, provide such notices and take such further action as Lender may reasonably deem desirable or necessary in order to create, perfect, preserve and protect any security interest granted or purported causing to be granted hereby pledged or to enable Lender to exercise and enforce its rights and remedies under this Agreement created, perfected Liens with respect to any such of their and their Domestic Subsidiaries’ assets and properties as the Administrative Agent or all the Required Lenders shall designate, it being agreed that it is the intent of the Collateralparties that the Obligations shall be secured by, includingamong other things, without limitationsubstantially all the assets of the Borrowers and their Domestic Subsidiaries (including real and personal property acquired subsequent to the Effective Date); provided that, notwithstanding anything to the filing contrary contained in any Loan Document, Revolving Loan Document or Second Lien Term Loan Document, neither the Borrowers nor their subsidiaries shall be required to pledge more than 65% of any financing statementsthe voting Equity Interests (representing not greater than 65% of the total combined voting power of all classes of Equity Interests entitled to vote) of a Foreign Subsidiary, provided, further, that none of the Borrowers or continuation statements, their subsidiaries shall be required to pledge (or amendments thereto, cause to be pledged) Equity Interests of a Foreign Subsidiary to the extent such Equity Interests of such Foreign Subsidiary are held by another Foreign Subsidiary. Such Liens will be created under the Loan Documents in form acceptable to Lender, under the Uniform Commercial Code in effect in any jurisdiction with respect and substance satisfactory to the liens Administrative Agent, and security interests granted under this Agreement. Xxxxxxxx also hereby authorizes Lender the Borrowers shall deliver or cause to file any such financing statement without the signature of Borrower be delivered to the fullest extent permitted by applicable law. A photocopy of Administrative Agent all such instruments and documents (including legal opinions, title insurance policies and lien searches) as the Administrative Agent shall reasonably request to evidence compliance with this Agreement shall be sufficient as a financing statement and may be filed instead of the original to the fullest extent permitted by applicable law. Borrower, jointly and severally, will (i) pay or reimburse Lender for all filing fees and related filing costs and expenses; (ii) provide Lender from time to time with statements and schedules further identifying and describing the Collateral and any other reports in connection with the Collateral as Lender may reasonably request, all in sufficient detail and in form reasonably satisfactory to Lender; and (iii) reimburse Lender for performing or ordering all searches Lender reasonably deems necessary or desirable to establish and determine the priority of the security interests of Lender in the Collateral or to determine the existence or priority of other secured parties with respect to the CollateralSection.

Additional Collateral; Further Assurances. The Issuer agrees that immediately upon becoming the beneficial owner of any additional Issuer Loan Agreements and Issuer Notes constituting Collateral, additional Issuer Loans constituting Collateral, or Temporary Cash Equivalents constituting Collateral or other Collateral, it will pledge and deliver to the Collateral Agent for the benefit of the Trustee and the equal and ratable benefit of the Holders of the Secured Notes, the certificates, instruments and documents representing such Issuer Loan Agreements and Issuer Notes, Issuer Loans and Temporary Cash Equivalents. (aas well as duly executed instruments of transfer or assignment in blank), and grant to the Collateral Agent for the benefit of the Trustee and the equal and ratable benefit of the Holders of the Secured Notes pursuant to appropriate and necessary Security Agreements, a continuing first priority security interest in and Liens on such Issuer Loan Agreements and Issuer Notes, Issuer Loans and Temporary Cash Equivalents and other Collateral, all in form and substance satisfactory to the Trustee. The Issuer shall also promptly (and in any event within five (5) At Business Days after receipt thereof), subject to its compliance with the requirements of applicable law, deliver to the Collateral Agent any time other documents of title, promissory notes, certificates or times during instruments representing Collateral which it holds. The Issuer further agrees that it will promptly (and in any event within 5 Business Days after such acquisition) deliver to the term Collateral Agent and the Trustee an amendment, duly executed by the Issuer, in substantially the form of Schedule G hereto (an "Additional Collateral Amendment"), with respect to the additional Collateral that is to be pledged pursuant to this Agreement. The Issuer hereby authorizes the Collateral Agent and the Trustee to attach each Additional Collateral Amendment to this Agreement and agrees that any notes, upon instruments or other forms of Investment listed on any Additional Collateral Amendment delivered to the request of LenderCollateral Agent or the Trustee shall for all purposes hereunder be considered Collateral. The Issuer will promptly (i) execute and deliver, Borrowercause to be executed and filed, will at or use its joint best efforts to give any notices, in all appropriate jurisdictions (including foreign jurisdictions) or procure any financing statements, assignments, pledges or other documents, (ii) mark xxx chattel paper constituting Collateral and several expense promptly and duly deliver any certificates, chattel paper or instruments constituting Collateral to the Collateral Agent or the Trustee, (iii) execute and deliver any or cause to be executed and delivered all such further financing statementsassignments, instruments, endorsements, powers of attorney instruments and other documents, make and (iv) take any other actions, in each such filingscase as necessary or, provide such notices in the reasonable opinion of the Collateral Agent or the Trustee, desirable to perfect or continue the perfection and take such further action as Lender may reasonably deem desirable or necessary in order to create, perfect, preserve and protect any the priority of the Trustee's security interest granted or purported to be granted hereby or to enable Lender to exercise and enforce its rights and remedies under this Agreement with respect to any or all of Liens in the Collateral, includingto protect the Collateral against the rights, without limitationclaims, or interests of third Persons other than holders of Permitted Liens or to effect the filing purposes of this Agreement. The Issuer also hereby authorizes the Collateral Agent to file any financing statements, or continuation statements, or amendments thereto, in form acceptable to Lender, under the Uniform Commercial Code in effect in any jurisdiction statements with respect to the liens and security interests granted under this Agreement. Xxxxxxxx also hereby authorizes Lender to file any such financing statement Collateral without the signature of Borrower the Issuer to the fullest extent permitted by applicable law. A photocopy of this Agreement shall be sufficient as a financing statement and may be filed instead of the original to the fullest extent permitted by applicable law. Borrower, jointly and severally, will (i) pay or reimburse Lender for all filing fees and related filing costs and expenses; (ii) provide Lender from time to time with statements and schedules further identifying and describing the Collateral and any other reports in connection with the Collateral as Lender may reasonably request, all in sufficient detail and in form reasonably satisfactory to Lender; and (iii) reimburse Lender for performing or ordering all searches Lender reasonably deems necessary or desirable to establish and determine the priority of the security interests of Lender in the Collateral or to determine the existence or priority of other secured parties with respect to the Collateral.