Common use of Additional Security Perfection and Protection of Security Interest Clause in Contracts

Additional Security Perfection and Protection of Security Interest. Each of the Obligors will grant to the Collateral Agent, for the benefit of the Secured Parties, security interests, assignments, mortgages, charges, hypothecations and pledges in such property and undertaking of such Obligor that is not subject to a valid and perfected first ranking security interest (subject only to Permitted Liens), other than Excluded Securities Accounts in respect of which a securities intermediary may have a prior ranking interest, constituted by the Security Documents, in each relevant jurisdiction as determined by the Collateral Agent. Each of the Obligors will perform all acts, execute and deliver all agreements, documents and instruments and take such other steps as are requested by the Collateral Agent at any time to register, file, signify, publish, perfect, maintain, protect, and enforce the Security Interest including: (i) executing, recording and filing of financing or other statements, and paying all taxes, fees and other charges payable, (ii) placing notations on its books of account to disclose the Security Interest, (iii) delivering or using its commercially reasonable efforts to deliver, as applicable, acknowledgements, confirmations and subordinations that may be necessary to ensure that the Security Documents constitute a valid and perfected first ranking security interest (subject only to Permitted Liens), other than Excluded Securities Accounts in respect of which a securities intermediary may have a prior ranking interest, (iv) executing and delivering any certificates, endorsements, instructions, agreements, documents and instruments that may be required under the STA, and (v) delivering opinions of counsel in respect of matters contemplated by this paragraph. The documents and opinions contemplated by this paragraph must be in form and substance satisfactory to the Collateral Agent.

Additional Security Perfection and Protection of Security Interest. Each of the Obligors Obligor will grant to the Collateral Agent, for the benefit of the Secured PartiesCreditors, security interests, assignments, mortgages, charges, hypothecations and pledges in such property and undertaking of such Obligor that is not subject to a valid and perfected first ranking security interest (subject only to Permitted Liens), other than Excluded Securities Accounts in respect of which a securities intermediary may have a prior ranking interest, ) constituted by the Security Documents, in each relevant jurisdiction as determined by the Collateral Agent. Each of the Obligors Obligor will perform all acts, execute and deliver all agreements, documents and instruments and take such other steps as are requested by the Collateral Agent at any time to register, file, signify, publish, perfect, maintain, protect, and enforce the Security Interest including: (i) executing, recording and filing of financing or other statements, and paying all taxes, fees and other charges payable, (ii) placing notations on its books of account to disclose the Security Interest, (iii) delivering or using its commercially reasonable efforts to deliver, as applicable, acknowledgements, confirmations and subordinations that may be necessary to ensure that the Security Documents constitute a valid and perfected first ranking security interest (subject only to Permitted Liens), other than Excluded Securities Accounts in respect of which a securities intermediary may have a prior ranking interest, (iv) executing and delivering any certificates, endorsements, instructions, agreements, documents and instruments that may be required under the STA, STA and (v) delivering opinions of counsel in respect of matters contemplated by this paragraph. The documents and opinions contemplated by this paragraph must be in form and substance satisfactory to the Collateral Agent.

Additional Security Perfection and Protection of Security Interest. Each of the Obligors will grant to the Collateral Agent, for the benefit of the Secured PartiesCreditors, security interests, assignments, mortgages, charges, hypothecations and pledges in such property and undertaking the Collateral of such Obligor that is not subject to a valid and perfected first ranking security interest (subject only to Permitted Liens), other than Excluded Securities Accounts in respect of which a securities intermediary may have a prior ranking interest, ) constituted by the Security Documents, in each relevant jurisdiction as reasonably determined by the Collateral Agent. Each of the Obligors will perform all actsexecute, execute acknowledge and deliver all agreementsdeliver, documents or cause the execution, acknowledgement and instruments delivery of, and take such other steps as are requested by the Collateral Agent at any time to thereafter register, file, signify, publish, perfect, preserve, maintain, protector record, and enforce or cause to be registered, filed, signified, published, perfected, preserved, maintained or recorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Interest Documents or otherwise deemed by the Collateral Agent reasonably necessary or desirable for the continued validity, perfection, preservation, maintenance, protection and priority of the Liens on the Collateral covered thereby subject to no other Liens except Permitted Liens including: (i) executing, recording and filing of financing or other statements, and paying all taxes, fees and other charges payable, (ii) placing notations on its books of account to disclose the Security Interest, and (iii) delivering or using its commercially reasonable efforts to deliver, as applicable, acknowledgements, confirmations and subordinations that may be necessary to ensure that the Security Documents constitute a valid and perfected first ranking security interest (subject only to Permitted Liens), other than Excluded Securities Accounts in respect of which a securities intermediary may have a prior ranking interest, (iv) executing and delivering any certificates, endorsements, instructions, agreements, documents and instruments that may be required under the STA. Each of the Obligors will deliver or cause to be delivered to the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and (v) delivering opinions orders in form and substance reasonably satisfactory to the Collateral Agent as the Collateral Agent shall reasonably deem necessary to perfect or maintain the perfection and priority of counsel the Liens on the Collateral pursuant to the Security Documents. If an Event of Default has occurred and is continuing, upon the exercise by the Collateral Agent or the Required Secured Creditors of any power, right, privilege or remedy pursuant to any Indenture Document which requires any consent, approval, registration, qualification or authorization of any Governmental Entity, each of the Obligors will execute and deliver all applications, certifications, instruments and other documents and papers that the Collateral Agent or the Required Secured Creditors may reasonably require. If the Trustee, the Collateral Agent or the Required Secured Creditors determine that they are required by law to have appraisals prepared in respect of matters contemplated by the Real Property of any Obligor constituting Collateral, such Obligor shall provide to the Collateral Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance satisfactory to the Trustee and the Collateral Agent. Each of the Obligors shall, from time to time whether before or after the Security Interest becomes enforceable, promptly and duly authorize, execute and deliver such further deeds, transfers, assignments, agreements, instruments and documents, and take such further action, as the Collateral Agent may request for the purpose of obtaining or preserving the full benefits of, and the rights and powers granted by, this paragraphAgreement. The documents and opinions contemplated by this paragraph must be in form and substance satisfactory to the Collateral AgentAgent and all such actions and deliveries shall be at the expense of each of the Obligors.

Additional Security Perfection and Protection of Security Interest. Each of the The Obligors will grant to the Collateral Agent, for the benefit of the Secured Parties, security interests, assignments, mortgages, charges, hypothecations and pledges in such property and undertaking of such Obligor that is not subject to a valid and perfected first ranking security interest (subject only to Permitted Liens), other than Excluded Securities Accounts in respect of which a securities intermediary may have a prior ranking interest, constituted by the Security Documents, in each relevant jurisdiction as determined by the Collateral Agent. Each of the The Obligors will perform all acts, execute and deliver all agreements, documents and instruments and take such other steps as are requested by the Collateral Agent at any time to register, file, signify, publish, perfect, maintain, protect, and enforce the Security Interest including: (i) executing, recording and filing of financing or other statements, and paying all taxes, fees and other charges payable, (ii) placing notations on its books of account to disclose the Security Interest, (iii) delivering or using its commercially reasonable efforts to deliver, as applicable, acknowledgements, confirmations and subordinations that may be necessary to ensure that the Security Documents constitute a valid and perfected first ranking security interest (subject only to Permitted Liens), other than Excluded Securities Accounts in respect of which a securities intermediary may have a prior ranking interest, (iv) executing and delivering any certificates, endorsements, instructions, agreements, documents and instruments that may be required under needed as a result of the STAcoming into force of the Securities Transfer Act (Ontario), and (v) delivering opinions of counsel in respect of matters contemplated by this paragraph. The documents and opinions contemplated by this paragraph must be in form and substance satisfactory to the Collateral Agent.

Additional Security Perfection and Protection of Security Interest. Each of the The Obligors will grant to the Collateral Agent, for the benefit of the Secured Parties, security interests, assignments, mortgages, charges, hypothecations and pledges in such property and undertaking of such Obligor that is not subject to a valid and perfected first ranking security interest (subject only to Permitted Liens), other than the Excluded Securities Accounts in respect of which a securities intermediary may have a prior ranking interest, constituted by the Security Documents, in each relevant jurisdiction as determined by the Collateral Agent. Each of the The Obligors will perform all acts, execute and deliver all agreements, documents and instruments and take such other steps as are requested by the Collateral Agent at any time to register, file, signify, publish, perfect, maintain, protect, and enforce the Security Interest including: (i) executing, recording and filing of financing or other statements, and paying all taxes, fees and other charges payable, (ii) placing notations on its books of account to disclose the Security Interest, (iii) delivering or using its commercially reasonable efforts to deliver, as applicable, acknowledgements, confirmations and subordinations that may be necessary to ensure that the Security Documents constitute a valid and perfected first ranking security interest (subject only to Permitted Liens), other than the Excluded Securities Accounts in respect of which a securities intermediary may have a prior ranking interest, (iv) executing and delivering any certificates, endorsements, instructions, agreements, documents and instruments that may be required under needed as a result of the STA, coming into force of the Securities Transfer Act (Ontario) and (v) delivering opinions of counsel in respect of matters contemplated by this paragraph. The documents and opinions contemplated by this paragraph must be in form and substance satisfactory to the Collateral Agent.