Common use of Additional Subsidiaries; Further Assurances Clause in Contracts

Additional Subsidiaries; Further Assurances. (a) If any additional Group Member is formed (including upon the formation of any Group Member that is a Delaware Divided LLC or a Delaware Divided LP) or acquired after the Closing Date, unless such Subsidiary is an Excluded Subsidiary, the Borrower will, on or prior to the date that is the latest of (i) 90 days after such formation or acquisition, (ii) the date on which consolidated financial statements are required to be delivered pursuant to Section 5.01(a) or Section 5.01(b) for the fiscal quarter in which such formation or acquisition occurs and (iii) such later date as the Administrative Agent shall reasonably agree, notify the Administrative Agent of such formation or acquisition, as applicable, and take (or cause to be taken) all actions (if any) required to be taken with respect to such newly formed or acquired Group Member in order to satisfy the Collateral and Guarantee Requirement with respect to such Group Member, the assets of such Group Member and with respect to any Equity Interest in or Indebtedness of such Group Member owned by or on behalf of any Loan Party; provided that (i) any designation of an Unrestricted Subsidiary as a Restricted Subsidiary or any Restricted Subsidiary ceasing to be an Excluded Subsidiary shall constitute the formation or acquisition of a Restricted Subsidiary for purposes of this Section 5.11 and (ii) any assets constituting Material Real Property shall be subject to the provisions of clause (b) below. (b) If, after the Closing Date, any Material Real Property is acquired by the Borrower or any other Loan Party or are owned by any Group Member on or after the time it becomes a Loan Party pursuant to clause (a) above (other than assets constituting Excluded Assets), the Borrower will, within a commercially reasonable period of time, notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take and cause the other Loan Parties to take, such actions as shall be necessary and reasonably requested by the Administrative Agent and to satisfy the Collateral and Guarantee Requirement within 120 days of such request by the Administrative Agent (or such later date as the Administrative Agent shall reasonably agree). (c) Each of the Borrower and each other Loan Party will execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents), that may be required under any applicable Requirements of Law and that the Administrative Agent or the Required Lenders may reasonably request, to cause the Collateral and Guarantee Requirement to be and remain satisfied at all times, all at the expense of the Loan Parties.

Additional Subsidiaries; Further Assurances. (a) If any additional Group Member is formed (including upon the formation of any Group Member that is a Delaware Divided LLC or a Delaware Divided LPLLC) or acquired after the Closing Date, unless such Subsidiary is an Excluded Subsidiary, the Lead Borrower will, on or prior to the date that is the latest of (i) 90 days after such formation or acquisition, (ii) the date on which consolidated financial statements are required to be delivered pursuant to Section 5.01(a) or Section 5.01(b) for the fiscal quarter in which such formation or acquisition occurs and (iii) such later date as the Administrative Agent shall reasonably agree, notify the Administrative Agent of such formation or acquisition, as applicable, and take (or cause to be taken) all actions (if any) required to be taken with respect to such newly formed or acquired Group Member in order to satisfy the Collateral and Guarantee Requirement with respect to such Group Member, the assets of such Group Member and with respect to any Equity Interest in or Indebtedness of such Group Member owned by or on behalf of any Loan Party; provided that (i) any designation of an Unrestricted Subsidiary as a Restricted Subsidiary or any Restricted Subsidiary ceasing to be an Excluded Subsidiary shall constitute the formation or acquisition of a Restricted Subsidiary for purposes of this Section 5.11 and (ii) any assets constituting Material Real Property shall be subject to the provisions of clause (b) below. (b) If, after the Closing Date, any Material Real Property is acquired by the Lead Borrower or any other Loan Party or are owned by any Group Member on or after the time it becomes a Loan Party pursuant to clause (a) above (other than assets constituting Excluded Assets), the Lead Borrower will, within a commercially reasonable period of time, notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Lead Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take and cause the other Loan Parties to take, such actions as shall be necessary and reasonably requested by the Administrative Agent and to satisfy the Collateral and Guarantee Requirement within 120 days of such request by the Administrative Agent (or such later date as the Administrative Agent shall reasonably agree). (c) Each of the Lead Borrower and each other Loan Party will execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents), that may be required under any applicable Requirements of Law and that the Administrative Agent or the Required Lenders may reasonably request, to cause the Collateral and Guarantee Requirement to be and remain satisfied at all times, all at the expense of the Loan Parties.

Additional Subsidiaries; Further Assurances. (a) If any additional Group Member is formed (including upon the formation of any Group Member that is a Delaware Divided LLC or a Delaware Divided LP) or acquired after the Closing Date, unless such Subsidiary is an Excluded Subsidiary, the Borrower will, on or prior to the date that is the latest of (i) 90 days after The Maker shall cause each Subsidiary other than an Excluded Subsidiary to become a Guarantor and Obligor under this Note by executing and delivering to the Payee a joinder to this Note in form and substance reasonably satisfactory to the Payee. Each Obligor shall promptly from time to time give, execute, deliver, file, record, authorize or obtain all such formation financing statements, continuation statements, notices, instruments, documents, agreements or acquisitionconsents or other papers as may be necessary or, (ii) in the date on which consolidated financial statements are required judgment of the Payee, desirable to be delivered create, preserve, perfect, maintain the perfection of or validate the security interest granted pursuant hereto or to Section 5.01(a) or Section 5.01(b) for enable the fiscal quarter in which such formation or acquisition occurs Payee to exercise and (iii) such later date as the Administrative Agent shall reasonably agree, notify the Administrative Agent of such formation or acquisition, as applicable, and take (or cause to be taken) all actions (if any) required to be taken enforce its rights hereunder with respect to such newly formed security interest, provided that the Maker shall not be required to establish control of the Excluded Accounts in favor of the Payee to the extent permitted in clause (i) of this Annex C. No Obligor shall (A) file or acquired Group Member suffer to be on file, or authorize or permit to be filed or to be on file, in order to satisfy the Collateral and Guarantee Requirement with respect to such Group Memberany jurisdiction, the assets of such Group Member and any financing statement or like instrument with respect to any Equity Interest of the Collateral in which the Payee is not named as the sole secured party or Indebtedness (B) cause or permit any Person other than the Payee to have “control” (as defined in Section 9-104, 9-105, 9-106 or 9-107 of such Group Member owned by or on behalf the UCC) of any Loan Party; provided that (i) any designation deposit account or investment property constituting part of an Unrestricted Subsidiary as a Restricted Subsidiary or any Restricted Subsidiary ceasing to be an Excluded Subsidiary shall constitute the formation or acquisition of a Restricted Subsidiary for purposes of this Section 5.11 and Collateral. (ii) If an Event of Default shall have occurred and be continuing, all dividends and other distributions on any assets constituting Material Real Property pledged shares (including the RMST Shares) shall be subject paid directly to the Payee and retained by it as part of the Collateral. Each Obligor hereby expressly authorizes and instructs each issuer of any pledged shares (including RMST in respect of the RMST Shares) pledged hereunder to (A) comply with any instruction received by it from the Payee that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Note, without any other or further instructions from such Obligor, and (B) pay any dividend or other payment with respect to any pledged shares directly to the Payee. Without limiting any rights or powers granted by this Note to the Payee while no Event of Default has occurred and is continuing, upon the occurrence and during the continuance of any Event of Default, other than with respect to the Titanic Assets or actions governed by the Titanic Documents, the Payee is hereby appointed the attorney-in-fact of each Obligor for the purpose of carrying out the provisions of clause (b) below. (b) Ifthis Note and taking any action and executing any instruments that the Payee may deem necessary or advisable to accomplish the purposes, after which appointment as attorney-in-fact is irrevocable and coupled with an interest. Without limiting the Closing Dategenerality of the foregoing, so long as the Payee shall be entitled under this Note to make collections in respect of the Collateral, the Payee shall have the right and power to receive, endorse and collect all checks made payable to the order of any Material Real Property is acquired by Obligor representing any dividend, payment or other distribution in respect of the Borrower Collateral or any other Loan Party or are owned by any Group Member on or after the time it becomes a Loan Party pursuant to clause (a) above (other than assets constituting Excluded Assets), the Borrower will, within a commercially reasonable period of time, notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take and cause the other Loan Parties to take, such actions as shall be necessary and reasonably requested by the Administrative Agent part thereof and to satisfy give full discharge for the Collateral and Guarantee Requirement within 120 days of such request by the Administrative Agent (or such later date as the Administrative Agent shall reasonably agree)same. (c) Each of the Borrower and each other Loan Party will execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents), that may be required under any applicable Requirements of Law and that the Administrative Agent or the Required Lenders may reasonably request, to cause the Collateral and Guarantee Requirement to be and remain satisfied at all times, all at the expense of the Loan Parties.