Common use of Additional Collateral Clause in Contracts

Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended to be subject to the Lien created by any of the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary.

Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended to be subject to the Lien created by any of the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary.

Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended to be subject to the Lien created by any of the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary; provided that if an Immaterial Subsidiary ceases to be an Immaterial Subsidiary, Borrower shall within thirty (30) days of such event comply with the foregoing requirements.

Additional Collateral. (a) With respect to any Capital Stock of any newly created Investment in a New Portfolio Company or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date a Directly Owned Investment Party made by the Borrower or any of its Subsidiaries that is intended to be subject to the Lien created by any of the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): Closing Date, the Borrower will promptly (i) execute and deliver to the Administrative Agent Agent, for the benefit of the Lenders, such amendments Pledge Supplements to the relevant Pledge Agreements Agreement or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Capital StockNew Portfolio Company or such Directly Owned Investment Party which is owned by the Borrower, (ii) deliver to the Administrative Agent the stock certificates, notes or other evidence of ownership representing the Investment in such New Portfolio Company or such Directly Owned Investment Party owned by the Borrower, together with undated stock or transfer powers, executed and delivered in blank, for any stock certificates or notes representing such Investment, by a Responsible Officer of the Borrower, (iii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all including, without limitation, the filing of financing statements in such original certificates evidencing such Capital Stock to jurisdictions as may be required by the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if Pledge Agreement or by law or as may be requested by the Administrative Agent or and (iv) if reasonably requested by the Required LendersAdministrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i), (ii) and (iiiii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary.

Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended to be subject to the Lien created by any of the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required LendersXxxxxxx, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, neither the Borrower nor any of its Subsidiaries shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary; provided that if an Immaterial Subsidiary ceases to be an Immaterial Subsidiary, Borrower or the applicable Subsidiary, as the case may be, shall within thirty (30) days of such event comply with the foregoing requirements."

Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary assets, other than leasehold interests, acquired after the Original Closing Date by the Borrower Company or any of its Domestic Subsidiaries (other than any joint venture that is was formed or acquired in accordance with Section 8.9(i)) that are intended to be subject to the Lien created by any of the Pledge Agreements Security Documents but which is are not so subjectsubject (other than any assets described in paragraph (b) or (c) of this subsection, and subject to paragraph (d) of this subsection), promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Collateral Agent such amendments to the relevant Pledge Agreements Security Documents or such other documents as the Administrative Collateral Agent (including Mortgages) shall reasonably deem necessary or advisable to grant to the Administrative Collateral Agent, for the benefit of the Lenders, a Lien on such Capital Stockassets, (ii) take all actions reasonably necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of LawLaw as contemplated by such Security Documents, including delivering all including, without limitation, the filing of financing statements in such original certificates evidencing such Capital Stock to jurisdictions as may be reasonably requested by the Administrative Agent together with undated stock powers executed in blank thereforCollateral Agent, and (iii) if requested by in the Administrative Agent or the Required Lenderscase of a Mortgage, deliver to the Administrative Collateral Agent such surveys, title insurance policies and other documents that the Collateral Agent reasonably requests, all in form and substance reasonably satisfactory to the Collateral Agent and (iv) if reasonably requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Collateral Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary.

Additional Collateral. (a) With respect to any Capital Stock Person (other than a Domestic Subsidiary formed for the sole purpose of any newly created holding the capital stock of one or acquired Subsidiary or any newly issued Capital Stock more of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended to be subject Company's Foreign Subsidiaries) that, subsequent to the Lien created by any Closing Date, becomes a Domestic Subsidiary which is a Material Subsidiary, promptly upon the request of the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): Administrative Agent: (i) execute and deliver to the Administrative Agent Collateral Agent, for the benefit of the Lenders, a new pledge agreement or such amendments to the relevant existing Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Collateral Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by the Company or any of its Subsidiaries, (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of the Company or such Subsidiary, as the case may be, (iiiii) cause such new Subsidiary (A) to become a party to the Subsidiary Guaranty, in each case pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, and (B) to take all actions necessary or advisable to cause such the Lien created by the relevant Security Documents to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, Law and (iiiiv) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i), (ii) and (iiiii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary.

Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended to be subject to the Lien created by any of the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, neither the Borrower nor any of its Subsidiaries shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary; provided that if an Immaterial Subsidiary ceases to be an Immaterial Subsidiary, Borrower or the applicable Subsidiary, as the case may be, shall within thirty (30) days of such event comply with the foregoing requirements."

Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary assets (or any newly issued Capital Stock of any existing Subsidiary interest therein) acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is are intended to be subject to the Lien created by any of the Pledge Security Agreements but which is are not so subject, subject promptly (and in any event within 30 60 days after the acquisition thereof) (or with respect to the Capital Stock of MPT Liquidation Corp., an Ontario corporation, promptly upon the Borrower's termination of the liquidation process): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Security Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stockassets (or such interest therein), (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all including, without limitation, the filing of financing statements and the recording of leasehold mortgages in such original certificates evidencing such Capital Stock to jurisdictions as may be requested by the Administrative Agent together with undated stock powers executed in blank thereforAgent, and (iii) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding , and (iv) if reasonably requested by the foregoingAdministrative Agent, the Borrower shall not be required to grant deliver to the Administrative Agent a Lien upon surveys, title insurance and flood insurance reasonably satisfactory to the Capital Stock of any Immaterial SubsidiaryAdministrative Agent.

Additional Collateral. If after the Issue Date, the Company shall directly or indirectly create, form, acquire, incorporate or otherwise permit to exist any Subsidiaries that were not in existence on the Issue Date, the Company shall, and shall cause each of the Restricted Subsidiaries that, directly or indirectly, hold any Equity Interests in any such Subsidiary to, (a) With respect execute and file, as applicable, any and all further Collateral Documents and other instruments required under applicable law, as shall be necessary to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after effectuate a first- priority Lien, subject only to Permitted Liens, upon all Equity Interests the Original Closing Date by the Borrower Company or any of its Restricted Subsidiaries that is intended to be subject to the Lien created by any of the Pledge Agreements but which is not so subject, promptly (and hold in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative AgentSubsidiary, for the benefit of the Lendersholders of Notes, a unless such Lien on cannot be effectuated under applicable law and (b) deliver an opinion of counsel reasonably satisfactory to the Trustee that such Capital StockCollateral Documents are valid, binding and enforceable obligations; provided, that this covenant shall not apply to (i) any Equity Interests in any Subsidiary with Excess Cash Flow of less than $2,000,000 in each of its fiscal years, (ii) take all actions necessary that portion of such Equity Interests that are subject to a Lien at the time of any creation, acquisition, or advisable to cause such Lien to be duly perfected incorporation of any Subsidiary and which Liens were not created in accordance with all applicable Requirements contemplation of Law, including delivering all such original certificates evidencing such Capital Stock to a Person becoming a Subsidiary of the Administrative Agent together with undated stock powers executed in blank therefor, and Company or (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial SubsidiaryEquity Interests that secure Non-Recourse Debt.

Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary assets, other than leasehold interests, acquired after the Original Closing Date by the Borrower Company or any of its Domestic Subsidiaries that is intended to be are not subject to the Lien Liens created by any of the Pledge Agreements but which is not so subjectSecurity Documents (other than any assets described in paragraph (b) or (c) of this Section), promptly (and in any event within 30 twenty days after the acquisition thereofthereof or, in the case of the execution and delivery of a Mortgage and the related documentation required below with respect to real property, within ninety days after the acquisition of such real property): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements Security Documents or such other documents (including the Mortgages) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of itself and the Lenders, a Lien on such Capital Stockassets, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of LawLaw as contemplated by such Security Documents, including delivering all the filing of financing statements in such original certificates evidencing such Capital Stock jurisdictions as may be requested by the Administrative Agent, (iii) in the case of a Mortgage, deliver to the Administrative Agent together with undated stock powers executed such surveys, policies and other documents as the Administrative Agent would have received pursuant to Sections 5.1(t), 5.1(u), 5.1(v) and 5.1(w) if the relevant parcel of real property has been subject to a Mortgage on the Closing Date, all in blank therefor, form and substance reasonably satisfactory to the Administrative Agent and (iiiiv) if reasonably requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary.

Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary assets, other than leasehold interests, acquired after the Original Closing Date by the Borrower Company or any of its Domestic Subsidiaries that is are intended to be subject to the Lien created by any of the Pledge Agreements Security Documents but which is are not so subjectsubject (other than any 72 65 assets described in paragraph (b) or (c) of this subsection), promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements Security Documents or such other documents as the Administrative Agent (including Mortgages) shall reasonably deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stockassets, (ii) take all actions reasonably necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of LawLaw as contemplated by such Security Documents, including delivering all including, without limitation, the filing of financing statements in such original certificates evidencing such Capital Stock jurisdictions as may be reasonably requested by the Administrative Agent, (iii) in the case of a Mortgage, deliver to the Administrative Agent together with undated stock powers executed such surveys, policies and other documents as the Administrative Agent would have received pursuant to subsections 8.1(v), 8.1(w), 8.1(x) and 8.1(y) if the relevant parcel of real property has been subject to a Mortgage on the Closing Date, all in blank therefor, form and substance reasonably satisfactory to the Administrative Agent and (iiiiv) if reasonably requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary.

Additional Collateral. (a) With respect The Borrower shall, and --------------------- shall cause each of its Collateral Subsidiaries to, cause the Administrative Agent, on behalf of the Secured Parties, to any Capital Stock have at all times a first priority perfected security interest (subject only to Liens and encumbrances permitted under Section 7.2.3) in all of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date property (real and personal) owned from time ------------- to time by the Borrower or any such Collateral Subsidiary to the extent the same constitutes or would constitute "Collateral" under the Borrower Security Agreement, the Subsidiary Security Agreement, the Borrower Pledge Agreement or the Subsidiary Pledge Agreement. Without limiting the generality of the foregoing, the Borrower shall, and shall cause each of its Collateral Subsidiaries that is intended to, execute, deliver and/or file (as applicable) or cause to be subject executed, delivered and/or filed (as applicable), the pledge agreement(s), the security agreement(s), Uniform Commercial Code (Form UCC-1) financing statements, Uniform Commercial Code (Form UCC-3) termination statements, and other documentation necessary to the Lien created by any of the Pledge Agreements but which is not so subjectgrant and perfect such security interest, promptly (in each case in form and in any event within 30 days after the acquisition thereof): (i) execute and deliver substance satisfactory to the Administrative Agent together, in each case, with such amendments to opinions of legal counsel for the relevant Pledge Agreements or such other documents as the Administrative Agent Borrower (which shall deem necessary or advisable to grant be from counsel reasonably satisfactory to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately precedingthereto, which legal opinions shall be in form and substance, and from counsel, substance reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary.

Additional Collateral. (a) With respect to any Capital Stock of assets (other --------------------- than (x) any newly created assets described in subsection 6.10(b), (y) immaterial assets a Lien on which cannot be perfected by physical delivery to the Administrative Agent or by filing UCC-1 financing statements, and (z) assets constituting interests in real property, which are governed by subsection 6.10(c)) acquired Subsidiary on or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Restricted Subsidiaries that is intended to be (including, without limitation, the Capital Stock of newly created or acquired Restricted Subsidiaries) which are not already subject to the Lien created by any of the Pledge Agreements but which is not so subjectSecurity Documents, promptly (and in any event within 30 thirty (30) days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Agents and the Lenders, a Lien on such Capital Stockassets, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock including, without limitation, the delivery of the applicable assets to the Administrative Agent together with undated stock powers executed or the filing of financing statements in blank thereforsuch jurisdictions as may be requested by the Administrative Agent, and (iii) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately precedingof this subsection 6.10(a), which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary.