Common use of Additional Collateral; Further Assurances Clause in Contracts

Additional Collateral; Further Assurances. (a) Subject to applicable law, each Borrower and each Loan Party will cause each of its Domestic Subsidiaries and Canadian Subsidiaries formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party by executing (i) in the case of a Domestic Subsidiary, a U.S. Joinder Agreement and (ii) in the case of a Canadian Subsidiary, a Canadian Joinder Agreement (provided that, without limiting the provisions thereof, any Canadian Collateral of such Canadian Subsidiary shall be excluded from the Collateral securing the U.S. Secured Obligations). Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the applicable Lender Parties, in any property of such Loan Party which constitutes Collateral, under the applicable Security Agreement. (b) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. (c) The Borrowers agree that they will, or will cause their relevant Subsidiaries to, complete each of the actions described on Schedule 5.13 as soon as commercially reasonable and by no later than the date set forth on Schedule 5.13 with respect to such action or such later date as the Administrative Agent (acting in its sole discretion) may reasonably agree.

Additional Collateral; Further Assurances. (a) Subject to applicable lawlaw including any financial assistance requirements, each Borrower and each other Loan Party will shall cause each of its Domestic Subsidiaries and Canadian Subsidiaries formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party by executing the Loan Party Joinder Agreement set forth as Exhibit G hereto (ithe “Loan Party Joinder Agreement”) on or before the twentieth (20th) day following the date of such acquisition or formation (which time period may be extended up to a total period of ninety (90) days) to the extent necessary to satisfy requirements under financial assistance laws; provided that in no event shall any Foreign Subsidiary of Holdings guarantee any Obligations of an entity organized in the case of a Domestic Subsidiary, a U.S. Joinder Agreement and (ii) in the case of a Canadian Subsidiary, a Canadian Joinder Agreement (provided that, without limiting the provisions thereof, any Canadian Collateral of such Canadian Subsidiary shall be excluded from the Collateral securing the U.S. Secured Obligations)United States or provide security therefor. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Applicable Agent, for the benefit of the Administrative Applicable Agent and the applicable Lender PartiesLenders, in any property of such Loan Party which constitutes Collateral, under the applicable Security Agreement. (b) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Applicable Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Applicable Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. (c) The If any material assets constituting Collateral are acquired by any Borrower or any Subsidiary that is a Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of the Security Agreements upon acquisition thereof), the Borrower Representative will notify the Applicable Agent and the Lenders thereof, and, if requested by the Applicable Agent or the Required Lenders, the Borrowers agree that they will, or will cause their relevant Subsidiaries tosuch assets to be subjected to a Lien securing the Secured Obligations and will take, complete each and cause the Subsidiary Loan Parties to take, such actions as shall be necessary or reasonably requested by the Applicable Agent to grant and perfect such Liens, including actions described in paragraph (b) of this Section, all at the expense of the actions described on Schedule 5.13 as soon as commercially reasonable and by no later than the date set forth on Schedule 5.13 with respect to such action or such later date as the Administrative Agent (acting in its sole discretion) may reasonably agreeLoan Parties.

Additional Collateral; Further Assurances. (a) Subject to applicable law, each The U.S. Borrower and each other U.S. Loan Party will shall cause each of its Domestic Subsidiaries and Canadian Subsidiaries formed or acquired after the date of this Agreement Closing Date in accordance with the terms of this Agreement to become a U.S. Guarantor, and the Canadian Borrower and each other Canadian Loan Party shall cause each Canadian Subsidiary formed or acquired after the Closing Date to become a Canadian Guarantor, in each case, by executing (i) in the case of a Domestic Subsidiary, a U.S. Loan Party Joinder Agreement and set forth as Exhibit F hereto (iithe “Loan Party Joinder Agreement”) in on or before the case of a Canadian Subsidiary, a Canadian Joinder Agreement twentieth (provided that, without limiting 20th) day following the provisions thereof, any Canadian Collateral date of such Canadian Subsidiary shall be excluded from the Collateral securing the U.S. Secured Obligations)acquisition or formation. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Applicable Agent, for the benefit of the Administrative Applicable Agent and the applicable Lender Secured Parties, in any property of such Loan Party which constitutes Collateral, under the applicable Security Agreement. (b) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Applicable Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements and other documents and such other actions or deliveries of the type required by Section 4.014.1, as applicable), which may be required by law or which the Administrative Applicable Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. (c) The Borrowers agree that they Each Loan Party will, or and will cause their relevant Subsidiaries each Subsidiary to, complete each of the actions described on Schedule 5.13 as soon as commercially reasonable execute and by no later than the date set forth on Schedule 5.13 with respect deliver, or cause to such action or such later date as be executed and delivered, to the Administrative Agent (acting in its sole discretion) such documents, agreements and instruments, and will take or cause to be taken such further actions, which may be required by law or which the Administrative Agent may, from time to time, reasonably agreerequest to carry out the terms and conditions of this Agreement and the other Loan Documents, all at the expense of the Loan Parties.

Additional Collateral; Further Assurances. (a) Subject to applicable law, each Borrower and each Loan Party will shall cause each of its Domestic domestic Subsidiaries and Canadian (other than such domestic Subsidiaries having less than $10,000 of assets) formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party by executing (i) in the case of a Domestic Subsidiary, a U.S. Joinder Agreement and set forth as Exhibit E hereto (ii) in the case of a Canadian Subsidiary, a Canadian “Joinder Agreement (provided that, without limiting the provisions thereof, any Canadian Collateral of such Canadian Subsidiary shall be excluded from the Collateral securing the U.S. Secured ObligationsAgreement”). Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the applicable Lender PartiesLenders, in any property of such Loan Party which constitutes Collateral, under the applicable Security Agreement. (b) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements statements, and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. (c) The Borrowers agree that they willIf at any time Availability shall fall below the Changeover Amount, or will cause their relevant Subsidiaries to, complete each then the Loan Parties shall promptly take the actions prescribed by the Security Agreement to establish cash dominion in favor of the Administrative Agent over the Loan Parties’ cash and Investment Property that constitutes Collateral. The obligation of the Loan Parties to comply with the foregoing requirement shall continue until Availability has exceeded the Changeover Amount for 90 consecutive days. The Administrative Agent shall thereafter promptly take all necessary actions described on Schedule 5.13 as soon as to terminate such cash dominion. (d) Notwithstanding anything to the contrary herein or in the Security Agreement, (1) (a) the Loan Parties shall use commercially reasonable and by no later than efforts to obtain within 60 days after the date set forth on Schedule 5.13 Effective Date each Collateral Access Agreement with respect to existing locations as contemplated by Section 4.8 of the Security Agreement and (b) until the expiration of such action 60-day period, the absence of such Collateral Access Agreement shall not be the basis for exclusion of Inventory located at locations for which a Collateral Access Agreement would otherwise be required or for Reserves under the Borrowing Base, and (2)(a) the Loan Parties shall use commercially reasonable efforts to obtain within 60 days of the Effective Date each Control Agreement with respect to existing deposit accounts contemplated by Section 4.9 of the Security Agreement and (b) upon the expiration of such later date as 60-day period, the Administrative Agent (acting may, in its sole discretionPermitted Discretion, establish a Reserve and require the applicable Loan Party(ies) may reasonably agreeto open and maintain new deposit accounts as contemplated by Section 4.9 of the Security Agreement.

Additional Collateral; Further Assurances. (a) Subject No later than 30 days after the formation or acquisition thereof, subject to applicable law, each the Borrower and each Loan Party will cause each of its Domestic Subsidiaries and Canadian Material Subsidiaries formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party by executing (i) in a joinder agreement to each applicable Loan Document, including the case of a Domestic Subsidiary, a U.S. Joinder Agreement Guaranty and (ii) in the case of a Canadian Subsidiary, a Canadian Joinder Agreement (provided that, without limiting the provisions thereof, any Canadian Collateral of such Canadian Subsidiary shall be excluded from the Collateral securing the U.S. Secured Obligations)Security Agreement. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the applicable Lender other Secured Parties, in any property of such Loan Party which constitutes Collateral, to the extent required under the applicable Security Agreement. (b) Notwithstanding the foregoing or anything to the contrary in any Loan Document, (i) no Foreign Subsidiary shall be required to issue any guaranty or grant a security interest in any collateral and (ii) no Loan Party shall be required to pledge more than 65% of the voting stock (within the meaning of Section 1.956-2(c)(2) of the United States Treasury Regulations) of any Foreign Subsidiary. (c) Without limiting the foregoing, each Loan Party the Borrower will, and will cause each Subsidiary other Loan Party to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan PartiesBorrower. (c) The Borrowers agree that they will, or will cause their relevant Subsidiaries to, complete each of the actions described on Schedule 5.13 as soon as commercially reasonable and by no later than the date set forth on Schedule 5.13 with respect to such action or such later date as the Administrative Agent (acting in its sole discretion) may reasonably agree.

Additional Collateral; Further Assurances. (a) Subject to applicable lawRequirement of Law, each Borrower and each Loan Party will cause each of its Domestic Subsidiaries and Canadian Subsidiaries Subsidiary formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party by executing (i) in the case of a Domestic Subsidiary, a U.S. Joinder Agreement and (ii) in the case of a Canadian Subsidiary, a Canadian Joinder Agreement (provided that, without limiting the provisions thereof, any Canadian Collateral of such Canadian Subsidiary shall be excluded from the Collateral securing the U.S. Secured Obligations)Agreement. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, duties and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the applicable Lender other Secured Parties, in any property of such Loan Party which constitutes Collateral, under including any parcel of real property located in the applicable Security U.S. owned by any Loan Party. (b) Each Loan Party will cause 100% of the issued and outstanding Equity Interests of each of its Subsidiaries directly owned by the Borrower or any Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties and a second priority, perfected Lien in favor of the Ex-Im Lender, pursuant to the terms and conditions of the Loan Documents or such other security documents as the Administrative Agent shall reasonably request and subject to the Intercreditor Agreement. (bc) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law any Requirement of Law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties. (cd) The Borrowers agree If any assets (including any real property or improvements thereto or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that they willbecome subject to the Lien under the Security Agreement upon acquisition thereof), or the Borrower will cause their relevant Subsidiaries to, complete each of the actions described on Schedule 5.13 as soon as commercially reasonable and by no later than the date set forth on Schedule 5.13 with respect to such action or such later date as (i) notify the Administrative Agent and the Lenders thereof and, if requested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and/or the Ex-Im Obligations and (acting ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in its sole discretionparagraph (c) may reasonably agreeof this Section, all at the expense of the Loan Parties.

Additional Collateral; Further Assurances. (a) Subject to applicable law, each Borrower of the Borrowers and each of their respective Subsidiaries that is a Loan Party will shall cause each of its Domestic wholly-owned United States Subsidiaries and Canadian Subsidiaries formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party by executing (i) in the case of a Domestic Subsidiary, a U.S. Joinder Agreement and set forth as Exhibit E hereto (ii) in the case of a Canadian Subsidiary, a Canadian “Joinder Agreement (provided that, without limiting the provisions thereof, any Canadian Collateral of such Canadian Subsidiary shall be excluded from the Collateral securing the U.S. Secured ObligationsAgreement”). Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) in accordance with the terms of the Intercreditor Agreement, will grant Liens (on a first lien or second lien basis, as applicable) to the US Administrative Agent and/or the Canadian Administrative Agent, as applicable, for the benefit of the Administrative Agent Agents and the applicable Lender PartiesLenders, in any property of such Loan Party which constitutes Collateral, under including any parcel of real property having a fair market value in excess of US$2,500,000 (or which is subject to a Lien securing the applicable Security AgreementSenior Secured Notes) and located in the US or Canada owned by any Loan Party; provided that, no Canadian Subsidiary will be required to become a Loan Party hereunder if (x) such action could reasonably be expected to cause the undistributed earnings of such Canadian Subsidiary as determined for US federal income tax purposes to be treated as a deemed dividend to such Canadian Subsidiary’s US parent and (y) it is not required to become a guarantor of the Senior Secured Notes pursuant to the terms of the Senior Secured Notes Indenture. (b) The Borrowers and each of their respective Subsidiaries that is a Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its United States Subsidiaries and Canadian Subsidiaries which are Loan Parties and (ii) 65% (or such greater percentage that, due to a change in applicable law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for US federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s US parent and (2) could not reasonably be expected to cause any material adverse tax consequences, in which case such Foreign Subsidiary shall also become a Loan Guarantor pursuant to clause (a) above) of the issued and outstanding Equity Interests in each other Foreign Subsidiary (other than the Equity Interests of any Canadian Subsidiary pledged pursuant to clause (i) above) directly owned by the Borrowers or any of their domestic Subsidiaries to be subject at all times to a first priority or second priority perfected Lien in favor of the US Administrative Agent or the Canadian Administrative Agent, as applicable, pursuant to the terms and conditions of the Intercreditor Agreement, the other Loan Documents or other security documents as the relevant Administrative Agent shall reasonably request. Notwithstanding anything herein to the contrary, in the event that any Equity Interests of any Subsidiary are pledged to secure the Senior Secured Notes on a first priority basis, such Equity Interests shall be required to be pledged to secure the Secured Obligations on a second priority basis. (c) Without limiting the foregoing, each Loan Party will, and will cause each wholly-owned Subsidiary (other than any Inactive Subsidiary) to, execute and deliver, or cause to be executed and delivered, to the relevant Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the such Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. (d) If any material assets (including any real property or improvements thereto or any interest therein having a fair market value in excess of US$2,500,000 or which is subject to a Lien securing the Senior Secured Notes) are acquired by either Borrower or any Subsidiary that is a Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreements that become subject to the Lien in favor of the applicable Administrative Agent upon acquisition thereof), the relevant Borrower will notify the Administrative Agents and the Lenders thereof, and, if requested by either Administrative Agent or the Required Lenders, the relevant Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations (on a first priority or second priority basis, consistent with the Intercreditor Agreement) and will take, and cause the Subsidiary Loan Parties to take, such actions as shall be necessary or reasonably requested by the relevant Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) The Borrowers agree that they willof this Section, or will cause their relevant Subsidiaries to, complete each all at the expense of the actions described Loan Parties. (e) On and after any date on Schedule 5.13 as soon as commercially reasonable which an Event of Default shall have occurred and be continuing, if requested by no later than the date set forth on Schedule 5.13 with respect to such action or such later date as the either Administrative Agent (acting in its sole discretion) or the Required Lenders, the relevant Borrower will provide, and cause the relevant Subsidiary Loan Party to provide, the New York Mortgage, together with such other related documents and legal opinions as such Administrative Agent may reasonably agreerequest, within 30 days of such request.

Additional Collateral; Further Assurances. (a) Subject to applicable lawAs promptly as possible but in any event within 30 days (or such later date as agreed by the Administrative Agent in its sole discretion) after a Subsidiary becomes a Material Domestic Subsidiary (or a Material Domestic Subsidiary is organized or otherwise acquired), each the Borrower will provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material property of such Subsidiary and each Loan Party will deliver or cause each of its Domestic Subsidiaries and Canadian Subsidiaries formed or acquired after such Subsidiary to deliver to the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party by executing Administrative Agent (i) in the case of a Domestic SubsidiaryJoinder Agreement, a U.S. Joinder Agreement and (ii) in the case of a Canadian Subsidiary, a Canadian Joinder Agreement (provided that, without limiting the provisions thereof, any Canadian Collateral of such Canadian Subsidiary shall be excluded from the Collateral securing the U.S. Secured Obligations). Upon execution appropriate resolutions and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, dutieslegal opinions, and obligations in (iii) such capacity under the Loan Documents and (ii) will grant Liens to other documentation as the Administrative AgentAgent reasonably requests, for the benefit of in each case in form and substance reasonably satisfactory to the Administrative Agent and the applicable Lender Partiesits counsel. Each Loan Party will, and will cause each Subsidiary to, promptly correct any ambiguity, omission, mistake, defect, inconsistency or error discovered in any property of Loan Document or in the execution, acknowledgment or recordation thereof. Notwithstanding anything herein to the contrary, if such Loan Party which constitutes CollateralPerson would qualify as a “Regulated Subsidiary” and has been identified by the Borrower as such in the written notice provided to the Lender under this Section 5.12(a), under the applicable Security Agreementsuch Person shall not be required to become a Guarantor pursuant to this Section 5.12(a). (b) [Reserved]. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law any Requirement of Law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. (c) The Borrowers agree that they will, or will cause their relevant Subsidiaries to, complete each of the actions described on Schedule 5.13 as soon as commercially reasonable and by no later than the date set forth on Schedule 5.13 with respect to such action or such later date as the Administrative Agent (acting in its sole discretion) may reasonably agree.