Common use of Collateral; Further Assurances Clause in Contracts

Collateral; Further Assurances. (a) The Borrowers will, promptly upon request by the Administrative Agent, or the Required Lenders through the Administrative Agent, (a) correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in order to (i) carry out the purposes of the Loan Documents, (ii) to the fullest extent permitted by applicable law, subject any Loan Party’s or any of its Restricted Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Collateral Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and any of the Liens intended to be created thereunder and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Loan Party or any of its Restricted Subsidiaries is or is to be a party, and cause each of its Restricted Subsidiaries to do so. Notwithstanding the foregoing, Mortgages shall not be recorded in any Recording Tax State unless the Total Leverage Ratio for the last four fiscal quarters at the end of which financial statements under §9.4 were required to have been delivered rises above the then applicable Total Leverage Ratio set forth in §11.1 minus 0.25 and the Administrative Agent shall have provided notice of its intent to record such Mortgages at least five Business Days in advance of such recording, at which point each Loan Party shall cause, within 60 days of such notice, such Mortgages to be recorded.

Collateral; Further Assurances. (a) The Borrowers will, promptly upon request by the Administrative Agent, or the Required Lenders any Lender through the Administrative Agent, (a) correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in order to (i) carry out the purposes of the Loan Documents, (ii) to the fullest extent permitted by applicable law, subject any Loan Party’s or any of its Restricted Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Collateral Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and any of the Liens intended to be created thereunder and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Loan Party or any of its Restricted Subsidiaries is or is to be a party, and cause each of its Restricted Subsidiaries to do so. Notwithstanding the foregoing, Mortgages shall not be given if third party consents are required (which for purposes of this §9.16 shall not be a Loan Party or Related Party thereof) or consents of any Governmental Authority are not obtained, nor will Mortgages be recorded in any Recording Tax State unless the Total Leverage Ratio for the last four fiscal quarters at the end of which financial statements under §9.4 were required to have been delivered rises above the then applicable Total Leverage Ratio set forth in §11.1 minus 0.25 and the Administrative Agent shall have provided notice of its intent to record such Mortgages at least five Business Days in advance of such recording, at which point each Loan Party shall cause, within 60 days of such noticedays, such Mortgages to be recorded. The Borrowers will promptly grant to the Administrative Agent, within 120 days (or such longer period as the Administrative Agent may agree in its sole discretion)) after furnishing the information required by §9.14(c)(i), a security interest in and Mortgage lien on any Building, improvement, Manufactured (Mobile) Home on any Mortgaged Property that individually has a fair market value of at least $10,000,000, as additional security for the Obligations. Such Mortgage shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent. The Mortgage and instruments related thereto shall be 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 Administrative Agent required to be granted pursuant to the Mortgage and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Administrative Agent such documents as the Administrative Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such Building, improvement or Manufactured (Mobile) Home (including upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to other matters as the Administrative Agent may reasonably request), (ii) thirty (30) days prior to the execution and delivery of such Mortgage, a Life of Loan flood hazard determination with respect to the parcel of real property on which such Building, improvement or Manufactured (Mobile) Home is located (together with a notice about special flood hazard area status and flood disaster assistance duly executed by Borrowers and their respective Loan Party related thereto) and (iii) in the event such Building, improvement or Manufactured (Mobile) Home is located in an area identified by the Federal Emergency Management Agency (or successor agency) as a “special flood hazard area” with respect to where flood insurance has been made available under the National Flood Insurance Act of 1968 (as now or hereinafter in effect or successor act thereto) evidence of flood insurance in form and substance reasonably acceptable to the Administrative Agent). Notwithstanding the foregoing, the Borrowers shall not be required to obtain any title insurance or surveys with respect to any Buildings, improvements or Manufactured (Mobile) Homes required to be Mortgaged pursuant to this §9.16.

Collateral; Further Assurances. The Borrower shall and shall cause each of the Loan Parties to execute and deliver (asubject to, for periods following the Closing Date, Section 10.19 [Release of Collateral; Springing Collateral]) The Borrowers willto the Collateral Agent for the benefit of the Banks, promptly upon request by the Collateral Documents necessary to grant first priority perfected liens and security interests (subject only to Permitted Liens) in favor of the Banks in substantially all of the assets of the Loan Parties, other than: (i) those assets which, in the discretion of the Administrative Agent, the taking of Liens thereupon is impractical, prohibited by law or commercially unreasonable, (ii) the equity interests in any Bonding Subsidiary (subject however to the further provisions of this Section 7.1.12 regarding a second position lien thereon), (iii) vehicles, (iv) the Mxxxxx 8200 dragline (serial number 23321), and (v) all undeveloped land so long as such land is not used in connection with or related to any Mining Operation of any Loan Party and no Loan Party has any logging or timber rights with respect to such land; provided, however that (i) with respect to Real Property which is required to be subject to a Mortgage on the Closing Date, and any as-extracted minerals or fixtures (as such terms are defined in the Uniform Commercial Code) which are required to be subject to a Mortgage or a Security Agreement on the Closing Date, the requirements of this Section 7.1.12 shall be satisfied if the Loan Parties and their Subsidiaries take all steps within 120 days following the Closing Date (or such longer period as determined in the Administrative Agent’s sole discretion) to grant a first priority perfected lien and security interest thereon (subject only to Permitted Liens) in favor of the Collateral Agent for the benefit of the Banks and at the time of the granting thereof the Loan Parties will deliver opinions of counsel to the Administrative Agent for the benefit of the Banks with respect to those matters set forth on Exhibit 7.1.12, with such opinions to otherwise be in form and substance satisfactory to the Administrative Agent; and provided, further, that with respect to deposit accounts of any Loan Party, the Loan Parties will not be required to enter into any blocked account agreements or control agreements with respect thereto unless requested by the Administrative Agent or the Required Lenders through Banks. The Borrower shall and shall cause each Loan Party, from time to time, at its expense, to faithfully preserve and protect the Administrative Agent, (a) correct any material defect or error that may be discovered in any Loan Document or ’s Lien on and Prior Security Interest in the executionCollateral as a continuing first priority perfected Lien, acknowledgment, filing or recordation thereofsubject only to Permitted Liens, and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register shall do such other acts and re-register any and all such further acts, deeds, certificates, assurances and other instruments things as the Administrative Agent, Agent in its sole discretion may deem necessary or any Lender through the Administrative Agent, may reasonably require advisable from time to time in order to (i) carry out preserve, perfect and protect the purposes Liens granted under the Loan Documents and to exercise and enforce its rights and remedies thereunder with respect to the Collateral. In the event that the Borrower or any Subsidiary of the Loan DocumentsBorrower is required to pledge the equity interests of any Bonding Subsidiary in favor of any provider of surety bonds required by the lessor of the leasehold interest held by such Bonding Subsidiary as otherwise permitted by Section 7.2.17 of this Agreement, (ii) then prior to the fullest extent permitted by applicable lawgranting of such lien, subject any Loan Party’s or any of its Restricted Subsidiaries’ properties, assets, rights or the Borrower shall use commercially reasonable good faith effort to grant a second priority perfected lien in such equity interests to the Liens now or hereafter intended to be covered by any Collateral Agent for the benefit of the Collateral Documents, (iii) perfect Banks subject to an intercreditor agreement in form and maintain the validity, effectiveness and priority of any of the Collateral Documents and any of the Liens intended to be created thereunder and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter intended to be granted substance reasonably satisfactory to the Secured Parties under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Loan Party or any of its Restricted Subsidiaries is or is to be a party, and cause each of its Restricted Subsidiaries to do so. Notwithstanding the foregoing, Mortgages shall not be recorded in any Recording Tax State unless the Total Leverage Ratio for the last four fiscal quarters at the end of which financial statements under §9.4 were required to have been delivered rises above the then applicable Total Leverage Ratio set forth in §11.1 minus 0.25 and the Administrative Agent shall have provided notice of its intent to record such Mortgages at least five Business Days in advance of such recording, at which point each Loan Party shall cause, within 60 days of such notice, such Mortgages to be recordedAgent.

Collateral; Further Assurances. The Borrower shall and shall cause each of the Loan Parties to execute and deliver to the Collateral Agent for the benefit of the Lenders, the Collateral Documents necessary to grant first priority perfected liens and security interests (asubject only to Permitted Liens) The Borrowers willin favor of the Lenders in substantially all of the assets of the Loan Parties, promptly upon request other than Excluded Collateral that; provided, further, that with respect to deposit accounts or securities accounts of any Loan Party, the Loan Parties will not be required to enter into any blocked account agreements or control agreements with respect thereto unless requested by the Administrative Agent, Agent or the Required Lenders through after the occurrence of an Event of Default that has not been waived. Notwithstanding the foregoing, (i) the Borrower and each of the Loan Parties shall only be required to pledge 65% of the capital stock or other equity interests of their Foreign Subsidiaries and such requirement to pledge such capital stock and/or equity interests shall only apply to such Foreign Subsidiaries that are wholly-owned directly by the Borrower or any Loan Party and (ii) the Loan Parties shall work diligently with the Administrative Agent to confirm that all documentation has been prepared, executed and recorded which is necessary to xxxxx x Xxxx on all Real Property, as-extracted minerals and fixtures of the Loan Parties (other than Excluded Collateral) in favor of the Collateral Agent for the benefit of the Lenders within 120 days after the delivery of the certificate of Borrower pursuant to Section 8.3.3 [Certificate of Borrower] of this Agreement for all such Real Property, as-extracted minerals and fixtures that have been acquired after the Closing Date. The Borrower shall and shall cause each Loan Party, from time to time, at its expense, to preserve and protect the Administrative Agent, (a) correct any material defect or error that may be discovered in any Loan Document or ’s Lien on and Prior Security Interest in the executionCollateral as a continuing first priority perfected Lien, acknowledgment, filing or recordation thereofsubject only to Permitted Liens and except to the extent otherwise permitted hereunder, and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register shall do such other acts and re-register any and all such further acts, deeds, certificates, assurances and other instruments things as the Administrative Agent, or any Lender through the Administrative Agent, Agent may reasonably require deem necessary or advisable from time to time in order to preserve, perfect and protect the Liens granted under the Loan Documents and to exercise and enforce its rights and remedies thereunder with respect to the Collateral, except to the extent otherwise permitted hereunder. In the event that the Borrower or any Subsidiary of the Borrower is required to pledge the equity interests of any Bonding Subsidiary in favor of any provider of surety bonds required by the lessor of the leasehold interest held by such Bonding Subsidiary as otherwise permitted by Section 8.2.17 [Transactions with Respect to AWAC; Transactions with Respect to the Bonding Subsidiaries] of this Agreement, then prior to the granting of such lien, the Borrower shall use commercially reasonable good faith effort to grant a second priority perfected lien in such equity interests to the Collateral Agent for the benefit of the Lenders subject to an intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing provisions of this Section 8.1.12, if a Person becomes a Significant Subsidiary of the Borrower either: (i) carry out as a result of any Investment in such Person as a Permitted Joint Venture permitted by Section 8.2.6 [Subsidiaries, Partnerships and Joint Ventures], or (ii) as a result of any Investment in such Person pursuant to an Investment permitted by clause (viii) of Section 8.2.14 [Loans and Investments] (a Person described in the purposes immediately preceding clause (i) or clause (ii) is sometimes referred to as a “Special Joint Venture”), such Special Joint Venture shall not be required to become a Loan Party (including, without limitation such Special Joint Venture shall not be required to provide the Collateral required pursuant to this Section 8.1.12) nor shall the Borrower or any Subsidiary of the Borrower be required to pledge the equity interests of such Special Joint Venture if and only if and to the extent that the limited liability company agreement, limited partnership agreement, joint venture agreement, general partnership agreement or other constituent documents of such Special Joint Venture or other material agreement related to the Investment in such Special Joint Venture would prohibit the granting of such Liens or prohibit such Special Joint Venture from being a Loan Party under the Loan Documents. For the avoidance of doubt, (ii) to the fullest extent permitted by applicable law, subject any Loan Party’s or any of its Restricted Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Collateral Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and any of the Liens intended to be created thereunder and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document or under any other instrument executed nothing in connection with any Loan Document to which this Section 8.1.12 shall require any Loan Party to take any action to grant or any of its Restricted Subsidiaries is or is to be perfect a party, and cause each of its Restricted Subsidiaries to do so. Notwithstanding the foregoing, Mortgages shall not be recorded security interest in any Recording Tax State unless the Total Leverage Ratio for the last four fiscal quarters at the end of which financial statements under §9.4 were required to have been delivered rises above the then applicable Total Leverage Ratio set forth in §11.1 minus 0.25 and the Administrative Agent shall have provided notice of its intent to record such Mortgages at least five Business Days in advance of such recording, at which point each Loan Party shall cause, within 60 days of such notice, such Mortgages to be recordedassets constituting Excluded Collateral.