Common use of Additional Collateral; Further Assurances Clause in Contracts

Additional Collateral; Further Assurances. (a) The Borrower will, and will cause each Subsidiary (other than an Excluded Subsidiary) to, cause (i) all of its personal property (whether tangible, intangible or mixed, subject to the exceptions expressly contained in the Security Agreement) and (ii) subject to other applicable provisions of this Agreement, all of its fee-owned real property, if any, having a fair market value (as reasonably determined by the Borrower) of $5,000,000 or more, to be subject at all times to first priority, perfected Liens (including a Mortgage, in the case of such real property) in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 6.02. (b) Without limiting the foregoing, the Borrower will, and will cause each Subsidiary (other than an Excluded 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 (and subject to the exceptions set forth therein), all in form and substance reasonably satisfactory to the Administrative Agent. (c) Notwithstanding the foregoing, under no circumstance will any Loan Party be required to execute any Collateral Documents governed by the laws of any jurisdiction other than the United States.

Additional Collateral; Further Assurances. (a) The Borrower LMI will, and will cause each other Borrower and each Subsidiary (other than an Excluded Subsidiary) Guarantor to, cause (i) all of its personal property constituting Collateral (whether tangible, intangible or mixed, but subject to the exceptions expressly contained in the Security AgreementCollateral Documents) and (ii) subject to other applicable provisions of this Agreement, all of its fee-owned real property, if any, having a fair market value (as reasonably determined by the Borrower) of $5,000,000 or more, to be subject at all times to first priority, perfected Liens (including a Mortgage, in the case of such real property) in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 6.02. The requirements in this Section 5.11(a) shall be satisfied within forty five (45) days (or such longer time as the Administrative Agent may agree) after any Person becomes a Loan Party hereunder. (b) Without limiting the foregoing, the Borrower LMI will, and will cause each other Borrower and each Subsidiary (other than an Excluded Subsidiary) Guarantor to, promptly 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 this Agreement, the terms of the Collateral Documents 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 (and subject Documents, with all such expenses to be reimbursed in accordance with the exceptions set forth therein), all provisions in form and substance reasonably satisfactory to the Administrative AgentSection 9.03. (c) Notwithstanding the foregoing, under no circumstance will any Loan Party be required to execute any Collateral Documents governed by the laws of any jurisdiction other than the United States.

Additional Collateral; Further Assurances. (a) The Subject to applicable Requirements of Law, each Borrower will, and will shall cause each Subsidiary of its domestic Significant Subsidiaries formed or acquired after the date of this Agreement to become a Borrower by executing the Joinder Agreement set forth as Exhibit E hereto (other than an Excluded Subsidiary) tothe “Joinder Agreement”). Upon execution and delivery thereof, cause each such Person (i) shall automatically become a Borrower and hereunder and thereupon shall have all of its personal property (whether tangiblethe rights, intangible or mixedbenefits, subject to duties, and obligations in such capacity under the exceptions expressly contained in the Security Agreement) Loan Documents and (ii) subject will grant Liens to other applicable provisions of this Agreement, all of its fee-owned real property, if any, having a fair market value (as reasonably determined by the Borrower) of $5,000,000 or more, to be subject at all times to first priority, perfected Liens (including a Mortgage, in the case of such real property) in favor of the Administrative Agent (for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject Lender Parties) in any case to Liens permitted by Section 6.02property of such Borrower which constitutes Collateral. (b) Without limiting the foregoing, the each Borrower will, and will cause each Subsidiary (other than an Excluded 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 (and subject to the exceptions set forth therein)Documents, all in form and substance reasonably satisfactory to at the Administrative Agentexpense of the Borrowers. (c) Notwithstanding the foregoing, under no circumstance will any Loan Party be required to execute any Collateral Documents governed by the laws of any jurisdiction other than the United States.

Additional Collateral; Further Assurances. (a) The Prior to the Collateral Fallaway or following any Collateral Reinstatement, as the case may be, each Domestic Borrower will, and will cause each Subsidiary (other than an Excluded Subsidiary) Domestic Loan Party to, cause (i) all of its personal property (whether tangible, intangible or mixed, subject to the exceptions expressly contained in the Security Agreement) and (ii) subject to other applicable provisions of this Agreement, all of its fee-owned real property, if any, having a fair market value (as reasonably determined by the Borrower) of $5,000,000 or more, to be subject at all times to first priority, perfected Liens (including a Mortgage, in the case of such real property) in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 6.02. (b) Without limiting the foregoing, prior to the Collateral Fallaway or following any Collateral Reinstatement, as the case may be, each Domestic Borrower will, and will cause each Subsidiary (other than an Excluded Subsidiary) Domestic 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 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 required to be created by the Collateral Documents (and subject to the exceptions set forth therein)Documents, all in form and substance reasonably satisfactory to at the Administrative Agentexpense of the Borrower. (c) Notwithstanding the foregoing, under no circumstance will any Loan Party be required to execute any Collateral Documents governed by the laws of any jurisdiction other than the United States.

Additional Collateral; Further Assurances. (a) The Borrower will, and will cause each Subsidiary (other than an Excluded Subsidiary) to, cause (i) all of its personal property (whether tangible, intangible or mixed, subject to the exceptions expressly contained in the Security Agreement) and (ii) subject to other applicable provisions of this Agreement, all of its fee-owned real property, if any, having a fair market value (as reasonably determined by the Borrower) of $5,000,000 or more, to be subject at all times to first priority, perfected Liens (including a Mortgage, in the case of such real property) in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 6.02. (b) Without limiting the foregoing, the Borrower will, and will cause each Subsidiary (other than an Excluded 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 (and subject to the exceptions set forth therein), all in form and substance reasonably satisfactory to the Administrative Agent.71 (c) Notwithstanding the foregoing, under no circumstance will any Loan Party be required to execute any Collateral Documents governed by the laws of any jurisdiction other than the United States.

Additional Collateral; Further Assurances. (a) The Subject to applicable law, the Borrower will, and will each other Loan Party shall cause each Subsidiary (other than an any Excluded Subsidiary) to, cause formed or acquired or that otherwise becomes a Subsidiary pursuant to Section 5.10 after the date of this Agreement to become a Loan Party on or prior to the later to occur of (i) the date that is 30 days following the date of such formation or acquisition (or such later date as may be acceptable to the Administrative Agent in its discretion), (ii) the earlier of the date of the required delivery of the Compliance Certificate following the date of such formation or acquisition and the date that is 45 days after the end of the most recently ended Fiscal Quarter (or such later date as may be acceptable to the Administrative Agent in its discretion), by executing a Joinder Agreement in substantially the form attached as Exhibit D hereto (the “Joinder Agreement”) and a Security Agreement Joinder Agreement. Upon execution and delivery thereof, each such Person (i) shall automatically become a Subsidiary Guarantor hereunder and thereupon shall have all of its personal property (whether tangiblethe rights, intangible or mixedbenefits, subject to duties, and obligations in such capacity under the exceptions expressly contained in the Security Agreement) Loan Documents, and (ii) subject to other applicable provisions of this Agreement, all of its fee-owned real property, if any, having a fair market value (will take such actions as reasonably determined by the Borrower) of $5,000,000 or more, to may be subject at all times to first priority, perfected Liens (including a Mortgage, in the case of such real property) in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations required in accordance with the terms and conditions hereof or of the Collateral Documents, subject in any case to Liens permitted by Section 6.02. (b) Without limiting the foregoing, the Borrower will, and will cause each Subsidiary (other than an Excluded 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 applicable Collateral Documents (to grant and subject to the exceptions set forth therein), all in form and substance reasonably satisfactory perfect Liens to the Administrative Agent. , for the benefit of itself and the Lenders and each other Secured Party, in each case to the extent required by the terms thereof, in any property (csubject to the limitations set forth herein and in the other Loan Documents) Notwithstanding the foregoing, under no circumstance will any of such Loan Party which constitutes Collateral, on such terms as may be required pursuant to execute any the terms of the Collateral Documents governed by and in such priority as may be required pursuant to the laws terms of any jurisdiction other than the United StatesIntercreditor Agreement .

Additional Collateral; Further Assurances. (a) The Borrower willSubject to applicable law, and will each Loan Party shall cause each Subsidiary of its domestic Subsidiaries (other than an Excluded Subsidiarysuch domestic Subsidiaries having less than $10,000 of assets) toformed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party by executing the Joinder Agreement set forth as Exhibit E hereto (the “Joinder Agreement”). Upon execution and delivery thereof, cause each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of its personal property (whether tangiblethe rights, intangible or mixedbenefits, subject to duties, and obligations in such capacity under the exceptions expressly contained in the Security Agreement) Loan Documents and (ii) subject will grant Liens to other applicable provisions of this Agreement, all of its fee-owned real property, if any, having a fair market value (as reasonably determined by the Borrower) of $5,000,000 or more, to be subject at all times to first priority, perfected Liens (including a Mortgage, in the case of such real property) in favor of the Administrative Agent Agent, for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral DocumentsCreditors, subject in any case to Liens permitted by Section 6.02property of such Loan Party which constitutes Collateral. (b) Without limiting the foregoing, the Borrower each Loan Party will, and will cause each Subsidiary (other than an Excluded 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 (and subject to the exceptions set forth therein)Documents, all in form and substance reasonably satisfactory to at the Administrative Agentexpense of the Loan Parties. (c) Notwithstanding If at any time Availability shall fall below the foregoingChangeover Amount, under no circumstance will any then the Loan Party be required to execute any Collateral Documents governed Parties shall promptly take the actions prescribed by the laws Security Agreement to establish cash dominion in favor of any jurisdiction other than the United States.Administrative Agent over the Loan Parties’ cash and Investment Property that