Common use of Additional Loan Parties; Additional Collateral Clause in Contracts

Additional Loan Parties; Additional Collateral. (i) ---------------------------------------------- Substantially concurrently with the formation or acquisition of any Subsidiary of the Borrower, (A) cause such Subsidiary (other than a Foreign Subsidiary) to guarantee all Obligations of the Borrower hereunder and under the Notes by executing and delivering to the Administrative Agent an amendment to Guaranty in substantially the form of Exhibit L, (B) cause such Subsidiary (other than a Foreign Subsidiary) to execute and deliver to the Administrative Agent, an amendment to the Security Agreement, in substantially the form of Exhibit M (whereby such Subsidiary shall xxxxx x Xxxx on those of its assets described in the Security Agreement), (C) promptly pledge to the Administrative Agent or cause to be pledged to the Administrative Agent all of the outstanding capital stock of such Subsidiary (or, if such Subsidiary is a Foreign Subsidiary, 65% of such capital stock) owned by any Loan Party to secure such Loan Party's Obligations under the Loan Documents, (D) with respect to any real property in which such Subsidiary has an interest, cause such Subsidiary to execute and deliver such deeds of trust, trust deeds and mortgages ("ADDITIONAL MORTGAGES") -------------------- in appropriate form for filing in all filing or recording offices that the Administrative Agent may deem necessary or desirable to create a valid first and subsisting Lien on the property described therein in favor of the Administrative Agent for the benefit of the Lender Parties, (E) promptly take, and cause such Subsidiary and each other Loan Party to take all action necessary or (in the opinion of the Administrative Agent or the Required Lenders) desirable to perfect and protect the Liens intended to be created by the Collateral Documents, as amended pursuant to this Section 6.01(l), and (F) promptly deliver to the Administrative Agent such opinions of counsel, if any, as the Administrative Agent or the Required Lenders may reasonably require with respect to the foregoing (including opinions as to enforceability and perfection of security interests).

Additional Loan Parties; Additional Collateral. (a) In accordance with the terms of this Section 6.12(a), cause (i) ---------------------------------------------- Substantially concurrently with each of its Subsidiaries that the formation or acquisition Borrower wishes to designate as a Borrowing Base Subsidiary (other than an Encumbered Real Property Borrowing Base Subsidiary), (ii) each Direct Parent of any such Subsidiary and (iii) with respect to any Subsidiary that the Borrower wishes to designate as an Encumbered Real Property Borrowing Base Subsidiary, an Encumbered Real Property Holding Company with respect thereto to, in each case, (w) become, on or before the date such Subsidiary is designated as a Borrowing Base Subsidiary, constitutes a Direct Parent of the Borrowera Borrowing Base Subsidiary or constitutes an Encumbered Real Property Holding Company, as applicable, (A) cause such Subsidiary (other than a Foreign Subsidiary) to guarantee all Obligations of the Borrower hereunder and under the Notes Guarantor by executing a joinder agreement to this Agreement in form and delivering substance reasonably satisfactory to the Administrative Agent an amendment to Guaranty in substantially the form of Exhibit L, and (B) cause such Subsidiary (other than a Foreign Subsidiary) to execute and deliver to Grantor under the Administrative Agent, an amendment Security Agreement by executing a joinder agreement to the Security Agreement, in substantially the form of Exhibit M (whereby such Subsidiary shall xxxxx x Xxxx on those of its assets described in the Security Agreement), (C) promptly pledge and substance reasonably satisfactory to the Administrative Agent or cause to be pledged to the Administrative Agent all of the outstanding capital stock of such Subsidiary (or, if such Subsidiary is a Foreign Subsidiary, 65% of such capital stock) owned by any Loan Party to secure such Loan Party's Obligations under the Loan DocumentsAgent, (Dx) with respect to any real property in which such Subsidiary has an interest, cause such Subsidiary to execute and deliver such deeds of trust, trust deeds and mortgages ("ADDITIONAL MORTGAGES") -------------------- in appropriate form for filing in all filing or recording offices that the Administrative Agent may deem necessary or desirable to create a valid first and subsisting Lien on the property described therein in favor of the Administrative Agent for the benefit of the Lender Parties, (E) promptly take, and cause such Subsidiary and each other Loan Party to take all action necessary or (in the opinion of the Administrative Agent or the Required Lenders) desirable to perfect and protect the Liens intended to be created by the Collateral Documents, as amended pursuant to this Section 6.01(l), and (F) promptly deliver to the Administrative Agent the New Guarantor Deliverables with respect to such opinions of counselPerson, if any, as (y) provide (A) the Administrative Agent with the U.S. taxpayer identification number for such Subsidiary and (B) the Administrative Agent and each Lender with all documentation and other information concerning such Subsidiary that the Administrative Agent or such Lender reasonably requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Required Lenders may Act and (z) take all actions that the Administrative Agent reasonably require deems necessary or desirable to cause the Liens created by the Collateral Documents in the assets and property of such Subsidiary to be duly perfected in accordance with respect to the foregoing (including opinions as to enforceability and perfection of security interests).all applicable Laws. 101

Additional Loan Parties; Additional Collateral. (a) Each Loan Party shall notify Administrative Agent at the time that any Person becomes a Subsidiary of such Loan Party, and promptly thereafter (and in any event within thirty (30) days (or such longer period as agreed to by Administrative Agent in its sole discretion)) (i) ---------------------------------------------- Substantially concurrently with the formation execute and deliver or acquisition of any cause to be delivered to Administrative Agent all Security Documents, stock certificates, stock powers and other agreements and instruments as may be requested by Administrative Agent to ensure that Administrative Agent has a perfected Lien on all ownership interests (other than Excluded Assets) held by such Loan Party in such Subsidiary, and (ii) cause such new Subsidiary of the Borrower, to (A) cause such Subsidiary (other than become a Foreign Subsidiary) to guarantee all Obligations of the Guarantor and/or a Borrower hereunder and under the Notes by executing and delivering to the Administrative Agent an amendment a Guaranty (or a joinder to Guaranty in substantially the form of Exhibit LGuaranty) and/or a Joinder Agreement, (B) cause such Subsidiary (other than a Foreign Subsidiary) to execute and deliver to the Administrative Agent, an amendment to the all Security Agreement, in substantially the form of Exhibit M Documents (whereby such Subsidiary shall xxxxx x Xxxx on those of its assets described in the Security Agreement), (Cor joinders or assumptions thereto) promptly pledge to the requested by Administrative Agent or cause pledging to be pledged to the Administrative Agent all of the outstanding capital stock of such Subsidiary (or, if such Subsidiary is a Foreign Subsidiary, 65% of such capital stock) owned by any Loan Party to secure such Loan Party's Obligations under the Loan Documents, (D) with respect to any real property in which such Subsidiary has an interest, cause such Subsidiary to execute and deliver such deeds of trust, trust deeds and mortgages ("ADDITIONAL MORTGAGES") -------------------- in appropriate form for filing in all filing or recording offices that the Administrative Agent may deem necessary or desirable to create a valid first and subsisting Lien on the property described therein in favor of the Administrative Agent for the benefit of the Lender Parties, Secured Parties all of its Property (Eother than Excluded Assets or such other exceptions as Administrative Agent may permit) promptly take, and cause such Subsidiary and each other Loan Party to take all action necessary or (in the opinion of the actions required by Administrative Agent or to grant to Administrative Agent for the Required Lendersbenefit of Secured Parties a perfected first priority (subject to Permitted Liens) desirable to perfect and protect security interest in such Property, including the Liens intended to filing of UCC and/or PPSA financing statements in such jurisdictions as may be created requested by the Collateral Documents, as amended pursuant to this Section 6.01(l)Administrative Agent, and (FC) promptly deliver to the Administrative Agent such other documents and instruments as Administrative Agent may require, including appropriate favorable opinions of counselcounsel to such Person in form, if any, as the content and scope reasonably satisfactory to Administrative Agent or the Required Lenders may reasonably require with respect to the foregoing (including opinions as to enforceability and perfection of security interests)Agent.

Additional Loan Parties; Additional Collateral. (i) ---------------------------------------------- Substantially concurrently with the formation or acquisition of any Subsidiary of the Borrowerany Loan Party, (A) cause such Subsidiary to deliver to the Administrative Agent a confirmation that it is a "LOAN PARTY" and shall comply with and be bound by this ---------- Agreement and the Intercreditor Agreement as a Loan Party hereto and thereto, (other than B) cause such Subsidiary (unless such Subsidiary is a Foreign SubsidiarySubsidiary that is not a Subsidiary of the Borrower) to unconditionally guarantee all Obligations of the Borrower hereunder and under the Notes (if any) by executing and delivering to the Administrative Agent an amendment to Guaranty substantially in substantially the form of Exhibit LXIV, if such Subsidiary is a corporation incorporated ----------- under the laws of the United States of America, or a guarantee in form and substance satisfactory to the Administrative Agent, acting reasonably, in all other cases, (BC) cause such Subsidiary (other than unless such Subsidiary is a Foreign SubsidiarySubsidiary that is not a Subsidiary of the Borrower) to execute and deliver to the Administrative Agent, an amendment to the Security Agreement, substantially in substantially the form of Exhibit M ------- XV, if such Subsidiary is organized under the laws of the United -- States of America, or a Security Agreement (or the applicable equivalent thereof taking into account the laws of the relevant jurisdictions under which the Subsidiary is organized, domiciled (within the meaning of the Quebec Civil Code), and located and in which the Subsidiary has assets or property) in form and substance satisfactory to the Administrative Agent, acting reasonably, in all other cases, (whereby such Subsidiary shall in each case, xxxxx x Xxxx on those of its assets described in the Security AgreementAgreements delivered under Section 4.01 on or before the Closing Date (or in another Collateral Document, if appropriate, of substantially the same purpose and effect)), (CD) promptly pledge to the Administrative Agent or cause to be pledged to the Administrative Agent all of the outstanding capital stock Capital Stock of such Subsidiary (or, if such Subsidiary is a Foreign Subsidiary, 65% of such capital stock) owned by any Loan Party to secure such Loan Party's Obligations under the Loan Documents, (DE) with respect to any real property in which such Subsidiary has an interest, cause such Subsidiary (unless such Subsidiary is a Foreign Subsidiary that is not a Subsidiary of the Borrower) to execute and deliver such deeds of trust, trust deeds and deeds, mortgages or the applicable equivalent thereof ("ADDITIONAL MORTGAGES") -------------------- in appropriate form for filing filling in -------------------- all filing or recording offices that the Administrative Agent may deem necessary or desirable to create a valid first (or second, in case of any Domestic Subsidiary) and subsisting Lien on the property described therein in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lender Parties, (EF) promptly take, and cause such Subsidiary and each other Loan Party to take take, all action necessary or (in the opinion of the Administrative Agent or the Required Lenders) desirable to perfect and protect the Liens intended to be created by the Collateral Documents, as required and as amended pursuant to this Section 6.01(l6.01(n), (G) promptly take, and cause such Subsidiary to take, all action necessary or (in the opinion of the Administrative Agent or the Required Lenders) desirable to provide such Mortgage Policies, American Land Title Association form surveys (or the applicable equivalent thereof), appraisals, environmental reports, engineering, soils and other reports, assignments of leases and rents, consents and agreements of lessors and other third parties, estoppel letters and other confirmations, and evidence of insurance with respect to any real property that becomes the subject of an Additional Mortgage, as the Administrative Agent may deem necessary or desirable, in each case in form and substance acceptable to the Administrative Agent, and (FH) promptly deliver to the Administrative Agent such Officers' Certificates and opinions of counsel, if any, as the Administrative Agent or the Required Lenders may reasonably require with respect to the foregoing (including opinions as to enforceability and perfection of security interestsinterests (or the applicable equivalent thereof)).

Additional Loan Parties; Additional Collateral. (i) ---------------------------------------------- Substantially concurrently with the formation or acquisition of any Subsidiary of the Borrowerany Credit Party, (A) cause such Subsidiary (other than unless such Subsidiary is a Foreign Subsidiary) to deliver to the Administrative Agent a confirmation that it is a "Credit Party" and that it shall comply with and be bound by this Agreement, the Intercreditor Agreement and the other Loan Documents, (B) cause such Subsidiary (unless such Subsidiary is a Foreign Subsidiary) to unconditionally guarantee all Obligations of the Borrower hereunder and under the Notes (if any) by executing and delivering to the Administrative Agent an amendment to the Guaranty substantially in substantially the form of Exhibit LXIV, (BC) cause such Subsidiary (other than unless such Subsidiary ------------ is a Foreign Subsidiary) to execute and deliver to the Administrative Agent, an amendment to the Security Agreement, substantially in substantially the form of Exhibit M XV (whereby such Subsidiary shall xxxxx x Xxxx on those of its ---------- assets described in the Security Agreement), (CD) promptly pledge to the Administrative Agent or cause to be pledged to the Administrative Agent all of the outstanding capital stock Capital Stock of such Subsidiary (or, if such Subsidiary is a Foreign Subsidiary, 65% of such capital stockCapital Stock) owned by any Loan Credit Party to secure such Loan Credit Party's Obligations under the Loan Documents, (DE) with respect to any real property in which such a Domestic Subsidiary has an interest, cause such Domestic Subsidiary to execute and deliver such deeds of trust, trust deeds and mortgages ("ADDITIONAL MORTGAGES") -------------------- in appropriate -------------------- form for filing in all filing or recording offices that the Administrative Agent may deem necessary or desirable to create a valid first and subsisting Lien on the property described therein in favor of the Administrative Agent for the benefit of itself and the Lender Parties, (EF) promptly take, and cause such Subsidiary (unless such Subsidiary is a Foreign Subsidiary) and each other Loan Credit Party to take take, all action necessary or (in the opinion of the Administrative Agent or the Required Lenders) desirable to perfect and protect the Liens intended to be created by the Collateral Documents, as amended pursuant to this Section 6.01(l6.01(n), (G) promptly take, and cause such Subsidiary (unless such Subsidiary is a Foreign Subsidiary) and each other Credit Party to take, all action necessary or (in the opinion of the Administrative Agent or the Required Lenders) desirable to provide such Mortgage Policies, American Land Title Association form surveys, appraisals, environmental reports, engineering, soils and other reports, assignments of leases and rents, consents and agreements of lessors and other third parties, estoppel letters and other confirmations, and evidence of insurance with respect to any real property that becomes the subject of an Additional Mortgage, as the Administrative Agent may deem necessary or desirable, in each case in form and substance acceptable to the Administrative Agent, and (FH) promptly deliver to the Administrative Agent such Officers' Certificates and opinions of counsel, if any, as the Administrative Agent or the Required Lenders may reasonably require with respect to the foregoing (including opinions as to enforceability and perfection of security interests).

Additional Loan Parties; Additional Collateral. (i) ---------------------------------------------- Substantially At all times prior to the Collateral Release Date, substantially concurrently with the formation or acquisition of any Subsidiary (other than an Excluded Subsidiary or a Foreign Subsidiary) of the Borrower, the Borrower shall (Ai) cause such Subsidiary (other than a Foreign Subsidiary) to guarantee all Obligations of the Borrower hereunder and under the Notes by executing and delivering to the Administrative Agent an amendment to Guaranty in substantially the form of Exhibit LH, (Bii) cause such Subsidiary (other than a Foreign Subsidiary) to execute and deliver to the Administrative Agent, an amendment to the Security Agreement, in substantially the form of Exhibit M J (whereby such Subsidiary shall xxxxx x Xxxx on those of its assets described in the Security Agreement), (Ciii) promptly pledge to the Administrative Agent or cause to be pledged to the Administrative Agent all of the outstanding capital stock of such Subsidiary owned by any Loan Party to secure such Loan Party's Obligations under the Loan Documents, (iv) with respect to any real property in which such Subsidiary has a fee simple ownership interest, cause such Subsidiary to execute and deliver such deeds of trust, trust deeds and mortgages ("Additional Mortgages") in appropriate form for filing in all filing or recording offices that the Agent may deem necessary or desirable to create a valid first and subsisting Lien on the property described therein in favor of the Agent for the benefit of the Lender Parties, (v) promptly take, and cause such Subsidiary and each other Loan Party to take all action necessary or (in the reasonable opinion of the Agent or the Required Lenders) desirable to perfect and protect the Liens intended to be created by the Collateral Documents, as amended pursuant to this Section 6.01(k), and (vi) promptly deliver to the Agent such opinions of counsel, if any, as the Agent or the Required Lenders may reasonably require with respect to the foregoing (including opinions as to enforceability and perfection of security interests). At all times prior to the Collateral Release Date, substantially concurrently with the formation or acquisition of any Excluded Subsidiary or Foreign Subsidiary of any Loan Party, such Loan Party shall promptly pledge to the Agent or cause to be pledged to the Agent all of the outstanding capital stock of such Subsidiary (or, if such Subsidiary is a Foreign Subsidiary, 65% of such capital stock) owned by any such Loan Party to secure such Loan Party's Obligations obligations under the Loan Documents. In addition to the foregoing, upon the acquisition by the Borrower or any other Loan Party (Dother than an Excluded Subsidiary) on or after the date hereof and prior to the Collateral Release Date of any fee simple ownership interest in any real property and, with respect to any real property in which subject to any CRC Lease, if the granting of such Subsidiary has an interesta Lien shall be permitted under, and shall not cause such Subsidiary a default or event of default under, the transaction documents relating to the CRC Notes and the CRC Excluded Debt (including without limitation the CRC Leases, the mortgages on the properties subject to the CRC Leases executed by the Borrower, and the indenture relating to the CRC Notes), (i) the applicable Loan Party shall promptly execute and deliver such deeds of trust, trust deeds and mortgages ("ADDITIONAL MORTGAGES") -------------------- Additional Mortgages in appropriate form for filing in all filing or recording offices that the Administrative Agent may deem necessary or desirable to create a valid first and subsisting Lien on the such real property described therein in favor of the Administrative Agent for the benefit of the Lender Parties, (Eii) the Borrower shall promptly take, and cause such Subsidiary and each other Loan Party to take all action necessary or (in the reasonable opinion of the Administrative Agent or the Required Lenders) desirable to perfect and protect the Liens intended to be created by the Collateral Documents, as amended pursuant to this Section 6.01(l)Additional Mortgages, and (Fiii) promptly deliver to the Administrative Agent such opinions of counsel, if any, as the Administrative Agent or the Required Lenders may reasonably require with respect to the foregoing (including opinions as to enforceability and perfection of security interests); provided, however, that the obligations of the Borrower and the other Loan Parties as set forth in this sentence shall not apply to (X) real properties owned by the Borrower on the Closing Date (other than the CRC Properties) and (Y) real properties acquired by the Borrower pursuant any Permitted Sale-Leaseback Repurchase (for as long as it constitutes a Permitted Sale-Leaseback Repurchase) or Permitted Sale-Leaseback Transactions. In addition to the foregoing and notwithstanding any contrary provision hereof or of any other Loan Document, the Borrower shall execute and deliver to the Agent an Additional Mortgage of not less than second priority with respect to the Headquarters Property (subject only to the deed of trust encumbering such property on the date hereof and with no increase in the principal amount of Debt secured thereby) and shall cause to be delivered to the Agent a policy of title insurance with respect thereto, in form and substance, with endorsements and in amount acceptable to the Agent, in each case at the Borrower's sole cost and expense and not later than 60 days after the date hereof.

Additional Loan Parties; Additional Collateral. (a) In accordance with the terms of this Section 6.12(a), cause (i) ---------------------------------------------- Substantially concurrently with each of its Subsidiaries that the formation or acquisition Borrower wishes to designate as a Borrowing Base Subsidiary (other than an Encumbered Real Property Borrowing Base Subsidiary), (ii) each Direct Parent of any such Subsidiary and (iii) with respect to any Subsidiary that the Borrower wishes to designate as an Encumbered Real Property Borrowing Base Subsidiary, an Encumbered Real Property Holding Company with respect thereto to, in each case, (w) become, on or before the date such Subsidiary is designated as a Borrowing Base Subsidiary, constitutes a Direct Parent of the Borrowera Borrowing Base Subsidiary or constitutes an Encumbered Real Property Holding Company, as applicable, (A) cause such Subsidiary (other than a Foreign Subsidiary) to guarantee all Obligations of the Borrower hereunder and under the Notes Guarantor by executing a joinder agreement to this Agreement in form and delivering substance reasonably satisfactory to the Administrative Agent an amendment to Guaranty in substantially the form of Exhibit L, and (B) cause such Subsidiary (other than a Foreign Subsidiary) to execute and deliver to Grantor under the Administrative Agent, an amendment Security Agreement by executing a joinder agreement to the Security Agreement, in substantially the form of Exhibit M (whereby such Subsidiary shall xxxxx x Xxxx on those of its assets described in the Security Agreement), (C) promptly pledge and substance reasonably satisfactory to the Administrative Agent or cause to be pledged to the Administrative Agent all of the outstanding capital stock of such Subsidiary (or, if such Subsidiary is a Foreign Subsidiary, 65% of such capital stock) owned by any Loan Party to secure such Loan Party's Obligations under the Loan DocumentsAgent, (Dx) with respect to any real property in which such Subsidiary has an interest, cause such Subsidiary to execute and deliver such deeds of trust, trust deeds and mortgages ("ADDITIONAL MORTGAGES") -------------------- in appropriate form for filing in all filing or recording offices that the Administrative Agent may deem necessary or desirable to create a valid first and subsisting Lien on the property described therein in favor of the Administrative Agent for the benefit of the Lender Parties, (E) promptly take, and cause such Subsidiary and each other Loan Party to take all action necessary or (in the opinion of the Administrative Agent or the Required Lenders) desirable to perfect and protect the Liens intended to be created by the Collateral Documents, as amended pursuant to this Section 6.01(l), and (F) promptly deliver to the Administrative Agent the New Guarantor Deliverables with respect to such opinions of counselPerson, if any, as (y) provide (A) the Administrative Agent with the U.S. taxpayer identification number for such Subsidiary and (B) the Administrative Agent and each Lender with all documentation and other information concerning such Subsidiary that the Administrative Agent or such Lender reasonably requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Required Lenders may Act and (z) take all actions that the Administrative Agent reasonably require deems necessary or desirable to cause the Liens created by the Collateral Documents in the assets and property of such Subsidiary to be duly perfected in accordance with respect to the foregoing (including opinions as to enforceability and perfection of security interests)all applicable Laws.