Common use of Security Interests; Further Assurances Clause in Contracts

Security Interests; Further Assurances. Except as expressly contemplated by the Security Documents or Section 5.11(d), promptly, upon the reasonable request of the Administrative Agent or the Collateral Agent at Borrower’s expense, execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary for the continued validity, perfection and priority of the Liens on the Collateral covered thereby subject to no other Liens except as permitted by the applicable Security Document, or obtain any consents or waivers as may be necessary or appropriate in connection therewith. Except as expressly contemplated by the Security Documents, deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent, the Collateral Agent of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent or the Collateral Agent may reasonably require.

Security Interests; Further Assurances. Except as expressly contemplated by the Security Documents or Section 5.11(d), promptlyPromptly, upon the reasonable request of the Administrative Agent or Agent, the Collateral Agent or any Lender, at BorrowerNewPageCo’s expense, NewPageCo shall (i) execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Collateral Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby superior to and prior to the rights of all third Persons other than the holders of Permitted Liens and subject to no other Liens except as permitted by the applicable Security Collateral Document, or obtain any consents or waivers as may be necessary or appropriate in connection therewith. Except as expressly contemplated by the Security Documents, ; (ii) deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Collateral Documents. Upon ; and (iii) upon the exercise by the Administrative Agent, the Collateral Agent or the Lenders of any power, right, privilege or remedy pursuant to any Loan Credit Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Collateral Agent or the Collateral Agent Lenders may reasonably requirebe so required to obtain.

Security Interests; Further Assurances. Except as expressly contemplated by the Security Documents or Section 5.11(d), promptlyPromptly, upon the reasonable request of the Administrative Agent, the Collateral Agent or the Collateral Agent Lender Representative, at the Borrower’s expense, execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent, the Collateral Agent or the Collateral Agent Lender Representative to be reasonably necessary for the continued validity, perfection and priority of the Liens on the Collateral covered thereby subject to no other Liens except as permitted by the applicable Security Document, other than Permitted Liens. Deliver or obtain any consents or waivers as may be necessary or appropriate in connection therewith. Except as expressly contemplated by the Security Documents, deliver or use its commercially reasonable efforts to cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and Agent, the Collateral Agent or the Lender Representative, as applicable, as the Administrative Agent and Agent, the Collateral Agent or the Lender Representative shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon Notwithstanding the exercise by foregoing to the Administrative Agentcontrary, nothing herein shall require the Collateral Agent of Loan Parties to enter into security documents or provide materials for filing or to make filings to perfect Liens in any power, right, privilege non-U.S. jurisdiction or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent or the Collateral Agent may reasonably requireaction not required as set forth more fully in Section 5.10(a).

Security Interests; Further Assurances. Except as expressly contemplated by (a) Promptly, but in no event later than thirty days after the Security Documents or Section 5.11(d), promptly, upon the reasonable request of the Administrative Agent or the Collateral Agent any Lender, at Borrower’s expense, execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents Instruments or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby superior to and prior to the rights of all third Persons other than the holders of Liens permitted hereunder and subject to no other Liens except as permitted by the applicable Security DocumentInstruments, or obtain any consents consents, including, without limitation, landlord or similar lien waivers and consents, as may be necessary or appropriate in connection therewith. Except as expressly contemplated by the Security Documents, deliver Deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security DocumentsInstruments. Upon the exercise by the Administrative Agent, Agent or the Collateral Agent Lenders of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, Authority execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent or the Collateral Agent Lenders may reasonably requirebe so required to obtain.

Security Interests; Further Assurances. Except as expressly contemplated by the Security Documents or Section 5.11(d)Documents, promptly, upon the reasonable request of the Administrative Agent or the Collateral Agent at Borrower’s expense, execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary for the continued validity, perfection and priority of the Liens on the Collateral covered thereby subject to no other Liens except as permitted by the applicable Security Document, or obtain any consents or waivers as may be necessary or appropriate in connection therewith. Except as expressly contemplated by the Security Documents, deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent, the Collateral Agent of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent or the Collateral Agent may reasonably require.

Security Interests; Further Assurances. Except as expressly contemplated by the Security Documents or Section 5.11(d), promptly(a) Promptly, upon the reasonable request of the Administrative Agent or the Collateral Agent Agent, at Borrower’s the Loan Parties’ expense, (i) execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of any of the Security Documents or otherwise reasonably deemed by the Administrative Agent or the Collateral Agent reasonably to be necessary or desirable for the continued validity, enforceability, perfection and priority of the Liens on the Collateral covered thereby subject to no other Liens except as permitted by the applicable Security DocumentPermitted Liens, or obtain any consents or waivers as may be necessary or appropriate in connection therewith. Except as expressly contemplated by therewith (subject to any limitations that may be set forth in the Security Documents) and (ii) without limiting the generality of the foregoing, deliver execute, if required, and file, or cause to be delivered filed, such financing or continuation statements under the UCC (or any non-U.S. equivalent thereto), or amendments thereto, such amendments or supplements to the Administrative Agent and the Collateral Agent from time Rig Mortgages (including any amendments required to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the granted by such Collateral pursuant to the Security Documents. Upon the exercise by the Administrative AgentRig Mortgages), the Collateral Agent of any powerand such other instruments or notices, rightas may be reasonably necessary, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent or the Collateral Agent may reasonably requirerequire (subject to any limitations that may be set forth in the Security Documents), to protect and preserve the Liens granted or purported to be granted the Security Documents. Notwithstanding anything in the Loan Documents to the contrary, Section 4.7 of the Security Agreement shall not apply to any Deposit Accounts or Securities Accounts that are Excluded Assets.

Security Interests; Further Assurances. Except as expressly contemplated by the Security Documents or Section 5.11(d), promptlyPromptly, upon the reasonable request of the Administrative Agent, the Security Agent or the Collateral Agent Required Lenders, at Borrower’s the Borrowers’ expense, execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Security Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby subject to no other Liens except as permitted by the applicable Security DocumentDocument or this Agreement, or use reasonable commercial efforts to obtain any consents or waivers as may be necessary or appropriate in connection therewith. Except as expressly contemplated by the Security Documents, deliver Deliver or cause to be delivered to the Administrative Agent and the Collateral Security Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Security Agent as the Administrative Agent and the Collateral Security Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent, the Collateral Security Agent or the Required Lenders of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Security Agent or the Collateral Agent such Lenders may reasonably require.

Security Interests; Further Assurances. Except as expressly contemplated by the Security Documents or Section 5.11(d), promptlyPromptly, upon the reasonable request of the Administrative Agent or the Collateral Agent any Lender, at Borrower’s 's expense, execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents Instruments or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby superior to and prior to the rights of all third Persons other than the holders of Liens permitted hereunder and subject to no other Liens except as permitted by the applicable Security DocumentInstruments, or obtain any consents consents, including, without limitation, landlord or similar lien waivers and consents, as may be necessary or appropriate in connection therewith. Except as expressly contemplated by the Security Documents, deliver Deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security DocumentsInstruments. Upon the exercise by Administrative Agent or the Administrative Agent, the Collateral Agent Lenders of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, Authority execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent or the Collateral Agent Lenders may reasonably requirebe so required to obtain.

Security Interests; Further Assurances. Except as expressly contemplated by the Security Documents or Section 5.11(d), promptly, (a) Promptly upon the reasonable request of the Administrative Agent or the Collateral Agent Agent, at Borrower’s expensethe sole cost and expense of the Credit Parties, (i) execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents necessary or otherwise deemed by appropriate (or, upon the reasonable request of the Administrative Agent or the Collateral Agent reasonably necessary or any Lender, desirable) for the continued validity, enforceability, perfection and priority of the Liens on the Collateral intended to be covered thereby by the Security Documents, subject to no other Liens except as permitted by the applicable Security DocumentPermitted Liens, or obtain any consents or waivers as may be necessary or appropriate in connection therewith. Except as expressly contemplated by therewith and (ii) without limiting the Security Documentsgenerality of the foregoing, deliver execute, if required, and file, or cause to be delivered filed, such financing or 84 continuation statements under the UCC, or amendments thereto, such amendments or supplements to the Administrative Agent and the Collateral Agent from time Vessel Mortgages (including any amendments required to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the granted by such Collateral pursuant to the Security Documents. Upon the exercise by the Administrative AgentVessel Mortgages), the Collateral Agent of any powerand such other instruments or notices, rightas may be reasonably necessary, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent or the Collateral Agent may reasonably requirerequire (subject to any limitations that may be set forth in the Security Documents), to protect and preserve the Liens granted or purported to be granted by the Security Documents.

Security Interests; Further Assurances. Except as expressly contemplated by the Security Documents or Section 5.11(d), promptly(a) Promptly, upon the reasonable request of the Administrative Agent or the Collateral Agent Agent, at Borrower’s the Loan Parties’ expense, (i) execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of any of the Security Documents or otherwise reasonably deemed by the Administrative Agent or the Collateral Agent reasonably to be necessary or desirable for the continued validity, enforceability, perfection and priority of the Liens on the Collateral covered thereby subject to no other Liens except as permitted by the applicable Security DocumentPermitted Liens, or obtain any consents or waivers as may be necessary or appropriate in connection therewith. Except as expressly contemplated by therewith (subject to any limitations that may be set forth in the Security Documents) and (ii) without limiting the generality of the foregoing, deliver execute, if required, and file, or cause to be delivered filed, such financing or continuation statements under the UCC (or any non-U.S. equivalent thereto), or amendments thereto, such amendments or supplements to the Administrative Agent and the Collateral Agent from time Rig Mortgages (including any amendments required to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the granted by such Collateral pursuant to the Security Documents. Upon the exercise by the Administrative AgentRig Mortgages), the Collateral Agent of any powerand such other instruments or notices, rightas may be reasonably necessary, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent or the Collateral Agent may reasonably requirerequire (subject to any limitations that may be set forth in the Security Documents), to protect and preserve the Liens granted or purported to be granted the Security Documents.

Security Interests; Further Assurances. Except as expressly contemplated by the Security Documents or Section 5.11(dPromptly (but in no event later than 5 days), promptly, upon the reasonable request of the Administrative Agent or the Collateral Agent any Lender, at Borrower’s Bor- rower's expense, execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby superior to and prior to the rights of all third Persons other than the holders of Permitted Liens and subject to no other Liens except as permitted by the applicable Security DocumentDocuments, or use good faith efforts to obtain any consents consents, including, without limitation, landlord or similar lien waivers and consents, as may be necessary or appropriate in connection therewith. Except as expressly contemplated by the Security Documents, deliver Deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by Administrative Agent or the Administrative Agent, the Collateral Agent Lenders of any power, right, privilege or remedy pursuant to any Loan Credit Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, Authority execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent or the Collateral Agent Lenders may reasonably requirebe so required to obtain.

Security Interests; Further Assurances. Except as expressly contemplated by the Security Documents or Section 5.11(d)Promptly, promptly, upon the reasonable request of the Administrative Agent or the Collateral Agent at Borrower’s expense, execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded, in an appropriate governmental office, any document (including opinions of counsel with respect to Ship Mortgages and other matters that are not covered by the UCC) or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed reasonably necessary under the governing law of the applicable Security Documents or reasonably requested by the Administrative Agent or the Collateral Agent reasonably necessary for the continued validity, perfection and priority of the Liens on the Collateral covered thereby subject to no other Liens except as permitted by the applicable Security DocumentPermitted Liens, or use commercially reasonable efforts to obtain any consents or waivers as may be necessary or appropriate in connection therewith. Except as expressly contemplated by the Security Documents, deliver Deliver (or use commercially reasonable efforts to cause third parties to be delivered deliver) to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to necessary under the governing law of the applicable Security Documents or reasonably requested by the Administrative Agent and or the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent, Agent or the Collateral Agent of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent or the Collateral Agent may reasonably require.