Common use of Additional Collateral; Additional Guarantors Clause in Contracts

Additional Collateral; Additional Guarantors. The Loan Parties shall, subject to this Section 8.09, with respect to any property acquired after the Original Closing Date by any Loan Party that is intended to be subject to the Lien created by any of the Security Instruments but is not so subject, promptly (and in any event within 90 days after the acquisition thereof or such longer period as the Collateral Agent may agree in its sole discretion) (i) subject to the limitations set forth in each Loan Document, execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Instruments or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien on such property subject to no Liens other than Permitted Collateral Liens, and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by such Security Instruments in accordance with all applicable Governmental Requirements, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent. Each Borrower shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Security Instruments on such after-acquired properties.

Additional Collateral; Additional Guarantors. The Loan Parties shall, subject Subject to the terms of the Intercreditor Agreement and this Section 8.095.11, with respect to any property acquired after the Original Closing Date by any Loan Party that is intended to be subject to the Lien created by any of the Security Instruments Documents but is not so subject, promptly (and in any event within 90 thirty (30) days after the acquisition thereof or such longer period as thereof, provided that the Collateral Administrative Agent may agree to an extension thereof in its sole discretion) (i) subject to the limitations set forth in each Loan Document, execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Instruments Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien on such property subject to no Liens other than Permitted Collateral Liens, and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by such Security Instruments Document in accordance with all applicable Governmental RequirementsApplicable Law, including the filing of financing statements (or other applicable filings) in such jurisdictions as may be reasonably requested by the Administrative Agent; provided that the actions required by clauses (i) and (ii) above need not be taken if the costs of doing so are excessive in relation to the benefits afforded thereby, as determined by the Administrative Agent in its reasonable discretion. Each Borrower The Borrowers shall otherwise take such actions and execute and/or deliver to Administrative Agent and the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Security Instruments on Documents against such after-acquired properties.

Additional Collateral; Additional Guarantors. The Loan Parties shall, subject Subject to this Section 8.095.11, with respect to any property acquired after the Original Closing Date by any Loan Party that is intended to be subject to the Lien created by any of the Security Instruments Documents but is not so subjectsubject (but, in any event, excluding any Equity Interest of a Foreign Subsidiary not required to be pledged pursuant to the last sentence of Section 5.11(b)), promptly (and in any event within 90 30 days after the acquisition thereof or such longer period as the Collateral Agent may agree in its sole discretionthereof) (i) subject to the limitations set forth in each Loan Document, execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Instruments Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien on such property subject to no Liens other than Permitted Liens, (ii) to the extent requested by the Administrative Agent or the Collateral LiensAgent, deliver opinions of counsel to Borrower in form and substance, and from counsel, reasonably acceptable to the Administrative Agent, and (iiiii) take all actions necessary to cause such Lien to be duly perfected to the extent required by such Security Instruments Documents in accordance with all applicable Governmental Legal Requirements, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent. Each Borrower shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Security Instruments on Documents against such after-acquired properties.

Additional Collateral; Additional Guarantors. The Loan Parties shall, subject (a) Subject to this Section 8.096.11 and Section 6.13(b), with respect to any property acquired after the Original Closing Date by any Loan Party that is intended to be subject to the Lien created by any of the Security Instruments Collateral Documents but is not so subject, promptly (and in any event within 90 60 days after the acquisition thereof (or, with respect to intellectual property, in any event on a quarterly basis) (or such longer period later date as the Collateral Administrative Agent may agree in its sole discretionagree)) (i) subject to the limitations set forth in each Loan Document, execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Instruments Collateral Documents or such other documents as the Administrative Agent or the Collateral Agent shall reasonably deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien on such property subject to no Liens other than Permitted Collateral LiensLiens permitted hereunder, and (ii) take all commercially reasonable actions necessary to cause such Lien to be duly perfected within the United States to the extent required by such Security Instruments Collateral Document in accordance with all applicable Governmental RequirementsLaw, including the filing of financing statements in such jurisdictions within the United States as may be reasonably requested by the Administrative Agent. Each The Borrower shall otherwise take such commercially reasonable actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Security Instruments Collateral Documents on such after-acquired properties.

Additional Collateral; Additional Guarantors. The Loan Parties shall, subject (a) Subject to this Section 8.095.11, with respect to any property acquired after the Original Closing Date by any Loan Party that is intended to be subject to the Lien created by any of the Security Instruments Documents but is not so subject, promptly (and in any event within 90 30 days after the acquisition thereof or such longer period as the Collateral Agent may agree in its sole discretionthereof) (i) subject to the limitations set forth in each Loan Document, execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Instruments Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien on such property subject to no Liens other than Permitted Collateral Liens, and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by such Security Instruments Document in accordance with all applicable Governmental RequirementsRequirements of Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent. Each Borrower shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Security Instruments on Documents against such after-acquired properties. (b) With respect to any person that is or becomes a Subsidiary after the Closing Date, promptly (and in any event within 30 days after such person becomes a Subsidiary)