Common use of Additional Security; Further Assurances Clause in Contracts

Additional Security; Further Assurances. (a) AGREEMENT TO GRANT ADDITIONAL SECURITY. Promptly, and in any event within thirty (30) days after the acquisition by Borrower or any Restricted Domestic Subsidiary 77 of assets or real or personal property of the type that would have constituted Collateral on the date hereof, in each case in which the Collateral Agent does not have a perfected security interest under the Security Documents (other than (t) equipment subject to Liens permitted under SECTION 8.1(b) under agreements which prohibit the creation of additional Liens on such assets, (u) the property subject to the Headquarters Mortgage Loan Documents, (v) Capital Stock of a Subsidiary (which is governed by clause (c) below) (w) any parcel of real estate or leasehold interest acquired after the Closing Date with a fair market value of less than $1,000,000 or (x) any other asset with a fair market value of less than $100,000 individually, provided that all such other assets collectively have a fair market value of less than $5,000,000) or promptly following request by Administrative Agent or the Collateral Agent with respect to any other collateral deemed material by Administrative Agent or Required Lenders (the "ADDITIONAL COLLATERAL"), Borrower will, and will cause each of its Restricted Domestic Subsidiaries to, take all necessary action, including (i) the filing of appropriate financing statements under the provisions of the UCC, applicable foreign, domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate and (ii) with respect to real estate, the execution of a mortgage, the obtaining of title insurance policies, title surveys and real estate appraisals satisfying the Requirements of Law, to grant the Collateral Agent for the benefit of the secured parties pursuant to the Security Agreement a perfected Lien (subject only to Permitted Liens) in such Collateral pursuant to and to the full extent required by the Security Documents and this Agreement.

Additional Security; Further Assurances. (a) AGREEMENT TO GRANT ADDITIONAL SECURITY. PromptlyThe Company agrees to cause each Domestic Subsidiary established or created in accordance with Section 9.14 to execute and deliver a guaranty of all Obligations in substantially the form of the Subsidiary Guaranty or to become a party to the Subsidiary Guaranty. (b) The Company agrees to pledge, and to cause each Subsidiary Guarantor to pledge, the capital stock or other equity interests of each new Subsidiary (except to the extent the capital stock or other equity interests of any such Subsidiary is/are not owned by a Credit Party) established or created in any event within thirty (30) days after the acquisition by Borrower or any Restricted Domestic Subsidiary 77 of assets or real or personal property of the type that would have constituted Collateral on the date hereof, in each case in which accordance with Section 9.14 to the Collateral Agent does not have a perfected security interest under for the Security Documents (other than (t) equipment subject to Liens permitted under SECTION 8.1(b) under agreements which prohibit benefit of the creation of additional Liens on such assets, (u) the property subject Secured Creditors pursuant to the Headquarters Mortgage Loan Documents, (v) Capital Stock of a Subsidiary (which is governed by clause relevant Security Document. (c) below) (w) any parcel of real estate or leasehold interest acquired after the Closing Date with a fair market value of less than $1,000,000 or (x) any other asset with a fair market value of less than $100,000 individually, provided that all such other assets collectively have a fair market value of less than $5,000,000) or promptly following request by Administrative Agent or the Collateral Agent with respect to any other collateral deemed material by Administrative Agent or Required Lenders (the "ADDITIONAL COLLATERAL"), Borrower The Company will, and will cause each of its Restricted Domestic Subsidiaries to, take all necessary action, including (i) at the filing of appropriate financing statements under the provisions expense of the UCCCompany, applicable foreignmake, domestic or local lawsexecute, rules or regulations in each of the offices where such filing is necessary or appropriate and (ii) with respect endorse, acknowledge, file and/or deliver to real estate, the execution of a mortgage, the obtaining of title insurance policies, title surveys and real estate appraisals satisfying the Requirements of Law, to grant the Collateral Agent for the benefit from time to time such vouchers, schedules, confirmatory assignments, conveyances, transfer endorsements, financing statements, powers of the secured parties pursuant attorney, certificates and other assurances or instruments and take such further steps relating to the Security Agreement a perfected Lien (subject only to Permitted Liens) in such Collateral pursuant to and to the full extent required covered by any of the Security Documents as the Collateral Agent may reasonably require pursuant to this Section 8.12. Furthermore, the Company shall cause to be delivered to the Collateral Agent such opinions of counsel and other related documents as may be reasonably requested by the Collateral Agent to assure itself that this AgreementSection 8.12 has been complied with. (d) Except as otherwise provided in the relevant Security Document, the Company agrees that each action required above by Section 8.12(a) or (b) shall be completed contemporaneously with the creation of the respective new Subsidiary. Furthermore, the Company further agrees that each action required by Sections 8.12(c) shall be completed as soon as reasonably practicable, but in no event later than 90 days after such action is requested to be taken by the Agent or the Required Banks.

Additional Security; Further Assurances. (a) AGREEMENT TO GRANT ADDITIONAL SECURITY. PromptlyUpon (i) the formation or acquisition after the Closing Date of any wholly-owned Material Domestic Subsidiary, and in (ii) any event within thirty wholly-owned Material Domestic Subsidiary ceasing to be an Excluded Subsidiary or (30iii) any Subsidiary becoming (or being designated as) a wholly-owned Material Domestic Subsidiary, on or before the date that is sixty (60) days after the acquisition relevant event (or such longer period as the Administrative Agent may reasonably agree), the Company agrees to (x) cause such Restricted Subsidiary to execute and deliver a Guaranty Supplement and thereby guaranty all Obligations and (y) upon the reasonable request of the CHAR1\0000000x0 Administrative Agent, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent. (b) The Company shall, and shall cause its Domestic Subsidiaries that are Credit Parties to, cause (i) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than Foreign Subsidiary Holding Companies) directly owned by Borrower such Credit Party and (ii) (x) 65% (or such greater percentage that, due to a change in an applicable Law after the Closing Date, could not reasonably be expected to cause any material adverse tax consequences, as reasonably determined by the Company in consultation with the Administrative Agent) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and (y) 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary and each Foreign Subsidiary Holding Company directly owned by such Credit Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Collateral Documents, and, in connection with the foregoing, deliver to the Administrative Agent such other documentation as the Administrative Agent may reasonably request to perfect such Liens in accordance with the Collateral Documents; provided that, this clause (b) shall not apply with respect to any Excluded Property. (c) The Company shall, and shall cause its Domestic Subsidiaries that are Credit Parties to, cause all Collateral (other than, for the avoidance of doubt, any Excluded Property) of each Credit Party (other than any Foreign Borrower) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the Collateral Documents (subject to Permitted Liens) and, in connection with the foregoing, deliver to the Administrative Agent such other documentation as the Administrative Agent may reasonably request to perfect such Liens in accordance with the Collateral Documents; provided that, no filings shall be required to be made with respect to any intellectual property constituting Collateral in the United States Patent and Trademark Office, the United States Copyright Office or any Restricted Domestic Subsidiary 77 of assets or real or personal property foreign equivalent of the type that would have constituted foregoing. (d) Notwithstanding anything contained herein to the contrary, no Credit Party shall be required to (i) grant to the Administrative Agent perfection through control agreements or perfection by control with respect to any Collateral on the date hereof(other than delivery of certificated pledged Equity Interests and promissory notes constituting Collateral, in each case in which the Collateral Agent does not have a perfected security interest under the Security Documents (other than (t) equipment subject to Liens permitted under SECTION 8.1(b) under agreements which prohibit the creation of additional Liens on such assets, (u) the property subject to the Headquarters Mortgage Loan Documents, (v) Capital Stock of a Subsidiary (which is governed by clause (c) below) (w) any parcel of real estate or leasehold interest acquired after the Closing Date with a fair market value of less than $1,000,000 or (x) any other asset with a fair market value of less than $100,000 individually, provided that all such other assets collectively have a fair market value of less than $5,000,000) or promptly following request by Administrative Agent or the Collateral Agent with respect to any other collateral deemed material by Administrative Agent or Required Lenders (the "ADDITIONAL COLLATERAL"), Borrower will, and will cause each of its Restricted Domestic Subsidiaries to, take all necessary action, including (i) the filing of appropriate financing statements under the provisions of the UCC, applicable foreign, domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate and (ii) with respect to real estate, the execution of a mortgage, the obtaining of title insurance policies, title surveys and real estate appraisals satisfying the Requirements of Law, to grant the Collateral Agent for the benefit of the secured parties pursuant to the Security Agreement a perfected Lien (subject only to Permitted Liens) in such Collateral pursuant to and to the full extent required by the Security Documents Agreement), including control agreements with respect to deposit accounts, securities accounts, and commodities accounts or (ii) take any actions under or execute any documents or instruments governed by the laws of any jurisdiction other than the United States or any state thereof to grant, perfect or provide for the enforcement of any security interest. (e) Each of the Credit Parties agrees that each action required above by this AgreementSection 6.10 shall be completed as soon as possible, but in no event later than 60 days (or such later date as agreed by the Administrative Agent in its sole discretion) after such action is requested to be taken by the Administrative Agent or required to be taken by any Credit Party pursuant to the terms of this Section 6.10; provided that in no event will the Company or any of its Restricted Subsidiaries be required to take any action, other than using its commercially reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 6.10.

Additional Security; Further Assurances. (a) AGREEMENT TO GRANT ADDITIONAL SECURITY. PromptlyUpon (i) the formation or acquisition after the Closing Date of any Wholly-Owned Material Subsidiary (that is not an Excluded Subsidiary), and in (ii) any event within thirty Wholly-Owned Material Subsidiary ceasing to be an Excluded Subsidiary or (30iii) any Subsidiary becoming (or being designated as) a Wholly-Owned Material Subsidiary (that is not an Excluded Subsidiary), on or before the date that is sixty (60) days after the acquisition by Borrower relevant event (or such longer period as the Administrative Agent may reasonably agree), the applicable Credit Parties agree, in the case of any Restricted such Wholly-Owned Material Subsidiary that either (A) is a Domestic Subsidiary 77 of assets or real (B) directly or personal property indirectly owns Equity Interests in any Borrower to (x) cause such Wholly-Owned Material Subsidiary to execute and deliver a Guaranty Supplement and thereby guaranty all Obligations and (y) upon the reasonable request of the type Administrative Agent, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent. (b) Subject to Section 6.16, the Parent Company shall, and shall cause its Subsidiaries that would have constituted are Credit Parties to, cause (i) 100% of the issued and outstanding Equity Interests of (A) each Credit Party and (B) each Domestic Subsidiary (other than Foreign Subsidiary Holding Companies) directly owned by such Credit Party and (ii) (x) 65% (or such greater percentage that could not reasonably be expected to cause any material adverse tax consequences, as reasonably determined by the Parent Company in consultation with the Administrative Agent) of the issued and (c) Subject to Section 6.16, the Parent Company shall, and shall cause its Subsidiaries that are Domestic Credit Parties to, cause all Collateral on (other than, for the date hereofavoidance of doubt, any Excluded Property) of each Domestic Credit Party to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the Collateral Documents (subject to Permitted Liens) and, in connection with the foregoing, deliver to the Administrative Agent such other documentation as the Administrative Agent may reasonably request to perfect such Liens in accordance with the Collateral Documents; provided that no filings shall be required to be made with respect to any intellectual property constituting Collateral in any foreign equivalent of the United States Patent and Trademark Office or the United States Copyright Office. (d) Notwithstanding anything contained herein to the contrary, no Credit Party shall be required to (i) grant to the Administrative Agent perfection through control agreements or perfection by control with respect to any Collateral (other than delivery of certificated pledged Equity Interests and promissory notes constituting Collateral, in each case in which the Collateral Agent does not have a perfected security interest under the Security Documents (other than (t) equipment subject to Liens permitted under SECTION 8.1(b) under agreements which prohibit the creation of additional Liens on such assets, (u) the property subject to the Headquarters Mortgage Loan Documents, (v) Capital Stock of a Subsidiary (which is governed by clause (c) below) (w) any parcel of real estate or leasehold interest acquired after the Closing Date with a fair market value of less than $1,000,000 or (x) any other asset with a fair market value of less than $100,000 individually, provided that all such other assets collectively have a fair market value of less than $5,000,000) or promptly following request by Administrative Agent or the Collateral Agent with respect to any other collateral deemed material by Administrative Agent or Required Lenders (the "ADDITIONAL COLLATERAL"), Borrower will, and will cause each of its Restricted Domestic Subsidiaries to, take all necessary action, including (i) the filing of appropriate financing statements under the provisions of the UCC, applicable foreign, domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate and (ii) with respect to real estate, the execution of a mortgage, the obtaining of title insurance policies, title surveys and real estate appraisals satisfying the Requirements of Law, to grant the Collateral Agent for the benefit of the secured parties pursuant to the Security Agreement a perfected Lien (subject only to Permitted Liens) in such Collateral pursuant to and to the full extent required by the Security Documents Collateral Documents), including control agreements with respect to deposit accounts, securities accounts, and commodities accounts, (ii) take any actions under or execute any documents or instruments governed by the laws of any jurisdiction other than the United States or any state thereof, the United Kingdom or the Cayman Islands to grant, perfect or provide for the enforcement of any security interest or (iii) take any action to grant, perfect or provide for the enforcement of any security interest in any intellectual property in any jurisdiction other than the United States. (e) Each of the Credit Parties agrees that each action required above by this Agreement.Section 6.10 shall be completed as soon as practicable, but in no event later than 60 days (or such later date as agreed by the Administrative Agent in its sole discretion) after such action is requested to be taken by the Administrative Agent or required to be taken by any Credit Party pursuant to the terms of this Section 6.10; provided that in no event will the Parent Company or any of its Restricted Subsidiaries be required to take any action, other than using its commercially reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 6.10. 6.11

Additional Security; Further Assurances. Upon (ai) AGREEMENT TO GRANT ADDITIONAL SECURITY. Promptlythe formation or acquisition after the Closing Date of any wholly-owned Material Domestic Subsidiary, and in (ii) any event within thirty wholly-owned Material Domestic Subsidiary ceasing to be an Excluded Subsidiary or (30iii) any Subsidiary becoming (or being designated as) a wholly-owned Material Domestic Subsidiary, on or before the date that is sixty (60) days after the acquisition relevant event (or such longer period as the Administrative Agent may reasonably agree), the Company agrees to (x) cause such Restricted Subsidiary to execute and deliver a Guaranty Supplement and thereby guaranty all Obligations and (y) upon the reasonable request of the Administrative Agent, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent. The Company shall, and shall cause its Domestic Subsidiaries that are Credit Parties to, cause (i) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than Foreign Subsidiary Holding Companies) directly owned by Borrower such Credit Party and (ii) (x) 65% (or such greater percentage that, due to a change in an applicable Law after the Closing Date, could not reasonably be expected to cause any material adverse tax consequences, as reasonably determined by the Company in consultation with the Administrative Agent) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and (y) 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary and each Foreign Subsidiary Holding Company directly owned by such Credit Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Collateral Documents, and, in connection with the foregoing, deliver to the Administrative Agent such other documentation as the Administrative Agent may reasonably request to perfect such Liens in accordance with the Collateral Documents; provided that, this clause (b) shall not apply with respect to any Excluded Property. CHAR1\1812724v7 The Company shall, and shall cause its Domestic Subsidiaries that are Credit Parties to, cause all Collateral (other than, for the avoidance of doubt, any Excluded Property) of each Credit Party (other than any Foreign Borrower) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the Collateral Documents (subject to Permitted Liens) and, in connection with the foregoing, deliver to the Administrative Agent such other documentation as the Administrative Agent may reasonably request to perfect such Liens in accordance with the Collateral Documents; provided that, no filings shall be required to be made with respect to any intellectual property constituting Collateral in the United States Patent and Trademark Office, the United States Copyright Office or any Restricted Domestic Subsidiary 77 of assets or real or personal property foreign equivalent of the type that would have constituted foregoing. Notwithstanding anything contained herein to the contrary, no Credit Party shall be required to (i) grant to the Administrative Agent perfection through control agreements or perfection by control with respect to any Collateral on the date hereof(other than delivery of certificated pledged Equity Interests and promissory notes constituting Collateral, in each case in which the Collateral Agent does not have a perfected security interest under the Security Documents (other than (t) equipment subject to Liens permitted under SECTION 8.1(b) under agreements which prohibit the creation of additional Liens on such assets, (u) the property subject to the Headquarters Mortgage Loan Documents, (v) Capital Stock of a Subsidiary (which is governed by clause (c) below) (w) any parcel of real estate or leasehold interest acquired after the Closing Date with a fair market value of less than $1,000,000 or (x) any other asset with a fair market value of less than $100,000 individually, provided that all such other assets collectively have a fair market value of less than $5,000,000) or promptly following request by Administrative Agent or the Collateral Agent with respect to any other collateral deemed material by Administrative Agent or Required Lenders (the "ADDITIONAL COLLATERAL"), Borrower will, and will cause each of its Restricted Domestic Subsidiaries to, take all necessary action, including (i) the filing of appropriate financing statements under the provisions of the UCC, applicable foreign, domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate and (ii) with respect to real estate, the execution of a mortgage, the obtaining of title insurance policies, title surveys and real estate appraisals satisfying the Requirements of Law, to grant the Collateral Agent for the benefit of the secured parties pursuant to the Security Agreement a perfected Lien (subject only to Permitted Liens) in such Collateral pursuant to and to the full extent required by the Security Documents Agreement), including control agreements with respect to deposit accounts, securities accounts, and commodities accounts or (ii) take any actions under or execute any documents or instruments governed by the laws of any jurisdiction other than the United States or any state thereof to grant, perfect or provide for the enforcement of any security interest. Each of the Credit Parties agrees that each action required above by this AgreementSection 6.10 shall be completed as soon as possible, but in no event later than 60 days (or such later date as agreed by the Administrative Agent in its sole discretion) after such action is requested to be taken by the Administrative Agent or required to be taken by any Credit Party pursuant to the terms of this Section 6.10; provided that in no event will the Company or any of its Restricted Subsidiaries be required to take any action, other than using its commercially reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 6.10.

Additional Security; Further Assurances. (a) AGREEMENT TO GRANT ADDITIONAL SECURITY. PromptlyUpon (i) the formation or acquisition after the Closing Date of any wholly-owned Material Domestic Subsidiary, and in (ii) any event within thirty wholly-owned Material Domestic Subsidiary ceasing to be an Excluded Subsidiary or (30iii) any Subsidiary becoming (or being designated as) a wholly-owned Material Domestic Subsidiary, on or before the date that is sixty (60) days after the acquisition relevant event (or such longer period as the Administrative Agent may reasonably agree), the Company agrees to (x) cause such Restricted Subsidiary to execute and deliver a Guaranty Supplement and thereby guaranty all Obligations and (y) upon the reasonable request of the Administrative Agent, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent. (b) The Company shall, and shall cause its Domestic Subsidiaries that are Credit Parties to, cause (i) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than Foreign Subsidiary Holding Companies) directly owned by Borrower such Credit Party and (ii) (x) 65% (or such greater percentage that, due to a change in an applicable Law after the Closing Date, could not reasonably be expected to cause any material adverse tax consequences, as reasonably determined by the Company in consultation with the Administrative Agent) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and (y) 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary and each Foreign Subsidiary Holding Company directly owned by such Credit Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Collateral Documents, and, in connection with the foregoing, deliver to the Administrative Agent such other documentation as the Administrative Agent may reasonably request to perfect such Liens in accordance with the Collateral Documents; provided that, this clause (b) shall not apply with respect to any Excluded Property. (c) The Company shall, and shall cause its Domestic Subsidiaries that are Credit Parties to, cause all Collateral (other than, for the avoidance of doubt, any Excluded Property) of each Credit Party (other than any Foreign Borrower) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the Collateral Documents (subject to Permitted Liens) and, in connection with the foregoing, deliver to the Administrative Agent such other documentation as the Administrative Agent may reasonably request to perfect such Liens in accordance with the Collateral Documents; provided that, no filings shall be required to be made with respect to any intellectual property constituting Collateral in the United States Patent and Trademark Office, the United States Copyright Office or any Restricted Domestic Subsidiary 77 of assets or real or personal property foreign equivalent of the type that would have constituted foregoing. (d) Notwithstanding anything contained herein to the contrary, no Credit Party shall be required to (i) grant to the Administrative Agent perfection through control agreements or perfection by control with respect to any Collateral on the date hereof(other than delivery of certificated pledged Equity Interests and promissory notes constituting Collateral, in each case in which the Collateral Agent does not have a perfected security interest under the Security Documents (other than (t) equipment subject to Liens permitted under SECTION 8.1(b) under agreements which prohibit the creation of additional Liens on such assets, (u) the property subject to the Headquarters Mortgage Loan Documents, (v) Capital Stock of a Subsidiary (which is governed by clause (c) below) (w) any parcel of real estate or leasehold interest acquired after the Closing Date with a fair market value of less than $1,000,000 or (x) any other asset with a fair market value of less than $100,000 individually, provided that all such other assets collectively have a fair market value of less than $5,000,000) or promptly following request by Administrative Agent or the Collateral Agent with respect to any other collateral deemed material by Administrative Agent or Required Lenders (the "ADDITIONAL COLLATERAL"), Borrower will, and will cause each of its Restricted Domestic Subsidiaries to, take all necessary action, including (i) the filing of appropriate financing statements under the provisions of the UCC, applicable foreign, domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate and (ii) with respect to real estate, the execution of a mortgage, the obtaining of title insurance policies, title surveys and real estate appraisals satisfying the Requirements of Law, to grant the Collateral Agent for the benefit of the secured parties pursuant to the Security Agreement a perfected Lien (subject only to Permitted Liens) in such Collateral pursuant to and to the full extent required by the Security Documents Agreement), including control agreements with respect to deposit accounts, securities accounts, and commodities accounts or (ii) take any actions under or execute any documents or instruments governed by the laws of any jurisdiction other than the United States or any state thereof to grant, perfect or provide for the enforcement of any security interest. (e) Each of the Credit Parties agrees that each action required above by this AgreementSection 6.10 shall be completed as soon as possible, but in no event later than 60 days (or such later date as agreed by the Administrative Agent in its sole discretion) after such action is requested to be taken by the Administrative Agent or required to be taken by any Credit Party pursuant to the terms of this Section 6.10; provided that in no event will the Company or any of its Restricted Subsidiaries be required to take any action, other than using its commercially reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 6.10.

Additional Security; Further Assurances. (a) AGREEMENT TO GRANT ADDITIONAL SECURITY. Promptly, and in any event within thirty (30) Not later than 30 days after any request is received by Adience from the acquisition by Borrower Administrative Agent or the Required Banks, the Credit Agreement Parties shall cause (x) any Restricted Domestic Subsidiary 77 of assets or real or personal property which is not already a U.S. Subsidiary Guarantor to become a U.S. Subsidiary Guarantor by executing and delivering a counterpart of the type that would have constituted Collateral on Subsidiary Assumption Agreement and (y) any Foreign Subsidiary which is not already a Guarantor to become an additional Guarantor by entering into an unconditional guarantee of all obligations of the date hereofU.K. Borrowers pursuant to this Agreement and the other Credit Documents, in each case pursuant to a guarantee in which form and substance (and governed by the Collateral Agent does not have laws of a perfected security interest under the Security Documents (other than (tjurisdiction) equipment subject to Liens permitted under SECTION 8.1(b) under agreements which prohibit the creation of additional Liens on such assets, (u) the property subject satisfactory to the Headquarters Mortgage Loan Documents, Administrative Agent (v) Capital Stock of a Subsidiary (which is governed by with each guarantee delivered pursuant to this clause (c) below) (w) any parcel of real estate y), or leasehold interest acquired after the Closing Date with a fair market value of less than $1,000,000 or (x) any other asset with a fair market value of less than $100,000 individuallypursuant to Section 8.12, provided that all such other assets collectively have a fair market value of less than $5,000,000) or promptly following request by Administrative Agent or the Collateral Agent with respect to any other collateral deemed material by Administrative Agent or Required Lenders (the being herein called an "ADDITIONAL COLLATERALAdditional Guaranty"). Notwithstanding anything to the contrary contained above, Borrower in no event shall an Immaterial Foreign Subsidiary be required to become a Credit Party or be required to execute and delivery any Guaranty or any Security Document. (b) Adience will, and will cause each of its Restricted Subsidiaries (other than the Canadian Subsidiaries of Adience which grant security interests in their operating assets and properties in connection with the Canadian Subsidiary Working Capital Facility; it being understood that (x) 65% of the Voting Stock (as defined in the U.S. Pledge Agreement) and (y) 100% of the non-Voting Stock of the first-tier Canadian Subsidiaries of Adience or any U.S. Subsidiary Guarantor shall be pledged pursuant to the U.S. Pledge Agreement) to, (x) grant to the Collateral Agent security interests and mortgages in such assets and properties of Holdings and its Subsidiaries as are not covered by the original Security Documents (without limiting the foregoing, which grant may be required in respect of all or any part of the assets of any Person which becomes a Guarantor after the Restatement Effective Date pursuant to the requirements of preceding clause (a)) and (y) enter into any additional security documentation as may be deemed by the Administrative Agent or the Required Banks as necessary or desirable (including, in the case of any pledge of stock of a Foreign Subsidiary by Adience or a Domestic Subsidiary, such additional documentation or actions requested under the relevant local law of the jurisdiction of organization of the Foreign Subsidiary as may be requested), in each case as may be requested from time to time by the Administrative Agent or the Required Banks (collectively, together with any security documents entered into pursuant to Section 8.12, the "Additional Security Documents"). Notwithstanding anything to the contrary contained above in this clause (b), in no event will Adience or any Domestic Subsidiary be required to pledge a greater percentage of the voting stock of any Foreign Subsidiary than is originally provided in the U.S. Pledge Agreement, except to the extent otherwise required by following Section 8.12. All security interests and mortgages created as required by this Section 8.11(b) shall be granted pursuant to documentation in form and substance (and shall be governed by law) reasonably satisfactory to the Administrative Agent and shall constitute (after giving effect to any filings or recording required in accordance with applicable law, which filings and recordings shall be required to be made) valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full by the Credit Agreement Parties or their respective Subsidiaries. (c) Holdings will, and will cause each of its Subsidiaries to, at the expense of Holdings and its Subsidiaries, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take all necessary action, including (i) such further steps relating to the filing of appropriate financing statements under the provisions collateral covered by any of the UCCSecurity Documents as the Collateral Agent may reasonably require. Furthermore, applicable foreign, domestic or local laws, rules or regulations in Holdings and each of the offices where such filing is necessary or appropriate and (ii) with respect Borrowers will cause to real estate, the execution of a mortgage, the obtaining of title insurance policies, title surveys and real estate appraisals satisfying the Requirements of Law, be delivered to grant the Collateral Agent for such opinions of counsel, title insurance and other related documents as may be reasonably requested by the benefit Administrative Agent to assure themselves that this Section 8.11 has been complied with. (d) Holdings and each of the secured parties Borrowers agree that each action required above by this Section 8.11 shall be completed within 30 days (or such longer period as may be required under local law) after such action is either requested to be taken by the Administrative Agent or the Required Banks or required to be taken by Holdings and its Subsidiaries pursuant to the Security Agreement terms of this Section 8.11. (e) In the event that the Administrative Agent or the Required Banks at any time after the Restatement Effective Date determine in their sole discretion (whether as a perfected Lien result of a position taken by an applicable bank regulatory agency or official, or otherwise) that a real estate appraisal satisfying the requirements set forth in 123 C.F.RA., Part 34-Subpart C, or any successor or similar statute, rule, regulation, guideline or order (subject only any such appraisal a "Required Appraisal") are or were required to Permitted Liens) be obtained, or should be obtained, in connection with the Mortgaged Property, then, within 90 days after receiving written notice thereof from the Administrative Agent or the Required Banks, as the case may be, Adience shall cause such Collateral pursuant Required Appraisal to and be delivered, at the expense of Adience, to the full extent required by Banks which Required Appraisal, and the Security Documents and this Agreementrespective appraiser, shall be reasonably satisfactory to the Administrative Agent.