Common use of Collateral Requirements; Further Assurances; Costs Clause in Contracts

Collateral Requirements; Further Assurances; Costs. (a) On the Issue Date, the Company and each Guarantor shall grant Liens in favor of the Noteholder Collateral Agent for the benefit of the holders of Second-Priority Lien Obligations on the Collateral owned by the Company or any Guarantor on the Issue Date and take all appropriate steps to cause such Liens to be valid and perfected Liens, subject only to Permitted Liens and exceptions and encumbrances described in the Collateral Agreements, to the extent required by this Indenture and the Collateral Agreements, provided, however, that (i) any mortgages, deeds of trust or similar instruments required to be granted pursuant to this Indenture or the Collateral Agreements with respect to real property owned by the Company or any Guarantor on the Issue Date shall be granted, as promptly as practicable following the Issue Date, but in no event later than 75 days following the Issue Date and (ii) the original stock certificates, together with corresponding stock powers executed in blank, listed on Exhibit L hereto shall be delivered to the Noteholder Collateral Agent as promptly as practicable following the Issue Date, but in no event later than 10 Business Days following the Issue Date. In connection with the delivery of each Mortgage granted pursuant to this ‎Section 4.19(a), the Company or such Guarantor, as applicable, shall deliver to the Noteholder Collateral Agent an Opinion of Counsel addressing customary matters and containing customary exceptions. For the avoidance of doubt, no title insurance policies shall be delivered with respect to the Mortgages granted pursuant to this ‎Section 4.19(a). (b) If property of a type constituting Collateral is acquired by the Company or a Guarantor that is not automatically subject to a perfected security interest under the Collateral Agreements or a Restricted Subsidiary becomes a Guarantor, then the Company or such Guarantor, as applicable, will, as soon as practical after such property’s acquisition or such Subsidiary becoming a Guarantor: (i) grant Liens on such property (or, in the case of a new Guarantor, all of its assets constituting the type that is Collateral) in favor of the Noteholder Collateral Agent for the benefit of the holders of Second-Priority Lien Obligations (and, to the extent such grant would require the execution and delivery of a Collateral Agreement, the Company or such Guarantor shall execute and deliver such Collateral Agreement on substantially the same terms as the Collateral Agreements covering Collateral owned by the Company or a Guarantor on the Issue Date including, with respect to personal property, execution of a supplement to the Security Agreement and, with respect to real property, execution of a new Mortgage or an amendment to an existing Mortgage); (ii) deliver certain Opinions of Counsel and certificates in respect thereof as required by the Collateral Agreements and, in the case of real property, a Title Insurance Policy, an Opinion of Counsel addressing customary matters and containing customary exceptions and either (A) an ALTA/ACSM or otherwise customary survey or (B) such documentation as is sufficient to omit the standard survey exception to coverage under the Title Insurance Policy with respect to such real property and grant such affirmative endorsements to such Title Insurance Policy as are customary; and (iii) cause the Lien granted in such Collateral Agreement to be duly perfected to the same extent as the Liens granted on Collateral owned by the Company or a Guarantor on the Issue Date are perfected (including, with respect to Equity Interests of a Subsidiary or intercompany debt, perfection by control to the extent required by the Security Agreement); provided that no such Liens have to be granted over any Excluded Property. The Company or such Guarantor shall deliver an Opinion of Counsel to the Trustee to the extent required by §314(b) of the TIA in respect of any Xxxx xxxxx referred to in this clause ‎(b). (c) The Company will bear and pay all legal expenses, collateral audit and valuation costs, filing and recording fees, survey costs, insurance premiums and other costs associated with the performance of the obligations of the Company and the Guarantors set forth in this ‎Section 4.19 and will also pay or reimburse the Trustee and Noteholder Collateral Agent for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee and Noteholder Collateral Agent in connection therewith, including the reasonable compensation and expenses of the Trustee and Noteholder Collateral Agent’s agents and counsel.

Collateral Requirements; Further Assurances; Costs. (a) On the Issue Date, the Company and each Guarantor shall grant Liens in favor of the Noteholder Collateral Agent for the benefit of the holders of Second-Priority Lien Obligations on the Collateral owned by the Company or any Guarantor on the Issue Date and take all appropriate steps to cause such Liens to be valid and perfected Liens, subject only to Permitted Liens and exceptions and encumbrances described in the Collateral Agreements, to the extent required by this Indenture and the Collateral Agreements, provided, however, that (i) any mortgages, deeds of trust or similar instruments required to be granted pursuant to this Indenture or the Collateral Agreements with respect to real property owned by the Company or any Guarantor on the Issue Date shall be granted, as promptly as practicable following the Issue Date, but in no event later than 75 days following the Issue Date and (ii) the original stock certificates, together with corresponding stock powers executed in blank, listed on Exhibit L hereto shall be delivered to the Noteholder Collateral Agent as promptly as practicable following the Issue Date, but in no event later than 10 Business Days following the Issue Date. In connection with the delivery of each Mortgage granted pursuant to this ‎Section Section 4.19(a), the Company or such Guarantor, as applicable, shall deliver to the Noteholder Collateral Agent an Opinion of Counsel addressing customary matters and containing customary exceptions. For the avoidance of doubt, no title insurance policies shall be delivered with respect to the Mortgages granted pursuant to this ‎Section Section 4.19(a). (b) If property of a type constituting Collateral is acquired by the Company or a Guarantor that is not automatically subject to a perfected security interest under the Collateral Agreements or a Restricted Subsidiary becomes a Guarantor, then the Company or such Guarantor, as applicable, will, as soon as practical after such property’s 's acquisition or such Subsidiary becoming a Guarantor: (i) grant Liens on such property (or, in the case of a new Guarantor, all of its assets constituting the type that is Collateral) in favor of the Noteholder Collateral Agent for the benefit of the holders of Second-Priority Lien Obligations (and, to the extent such grant would require the execution and delivery of a Collateral Agreement, the Company or such Guarantor shall execute and deliver such Collateral Agreement on substantially the same terms as the Collateral Agreements covering Collateral owned by the Company or a Guarantor on the Issue Date including, with respect to personal property, execution of a supplement to the Security Agreement and, with respect to real property, execution of a new Mortgage or an amendment to an existing Mortgage); (ii) deliver certain Opinions of Counsel and certificates in respect thereof as required by the Collateral Agreements and, in the case of real property, a Title Insurance Policy, an Opinion of Counsel addressing customary matters and containing customary exceptions and either (A) an ALTA/ACSM or otherwise customary survey or (B) such documentation as is sufficient to omit the standard survey exception to coverage under the Title Insurance Policy with respect to such real property and grant such affirmative endorsements to such Title Insurance Policy as are customary; and (iii) cause the Lien granted in such Collateral Agreement to be duly perfected to the same extent as the Liens granted on Collateral owned by the Company or a Guarantor on the Issue Date are perfected (including, with respect to Equity Interests of a Subsidiary or intercompany debt, perfection by control to the extent required by the Security Agreement); provided that no such Liens have to be granted over any Excluded Property. The Company or such Guarantor shall deliver an Opinion of Counsel to the Trustee to the extent required by §314(b) of the TIA in respect of any Xxxx xxxxx referred to in this clause ‎(b(b). (c) The Company will bear and pay all legal expenses, collateral audit and valuation costs, filing and recording fees, survey costs, insurance premiums and other costs associated with the performance of the obligations of the Company and the Guarantors set forth in this ‎Section 4.19 and will also pay or reimburse the Trustee and Noteholder Collateral Agent for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee and Noteholder Collateral Agent in connection therewith, including the reasonable compensation and expenses of the Trustee and Noteholder Collateral Agent’s agents and counsel.

Collateral Requirements; Further Assurances; Costs. (a) On the Issue Date, the Company and each Guarantor shall grant Liens in favor of the Noteholder Collateral Agent for the benefit of the holders of Second-Priority Lien Obligations on the Collateral owned by the Company or any Guarantor on the Issue Date and take all appropriate steps to cause such Liens to be valid and perfected Liens, subject only to Permitted Liens and exceptions and encumbrances described in the Collateral Agreements, to the extent required by this Indenture and the Collateral Agreements, provided, however, that (i) any mortgages, deeds of trust or similar instruments required to be granted pursuant to this Indenture or the Collateral Agreements with respect to real property owned by the Company or any Guarantor on the Issue Date shall be granted, as promptly soon as practicable commercially reasonable following the Issue Date, but in no event later than 75 days following the Issue Date and (ii) the original stock certificates, together with corresponding stock powers executed in blank, listed on Exhibit L hereto shall be delivered to the Noteholder Collateral Agent as promptly as practicable following the Issue Date, but in no event later than 10 Business Days following the Issue Date. In connection with the delivery of each Mortgage granted pursuant to this ‎Section 4.19(a), the Company or such Guarantor, as applicable, shall deliver to the Noteholder Collateral Agent an Opinion of Counsel addressing customary matters and containing customary exceptions. For the avoidance of doubt, no title insurance policies Title Insurance Policies shall be delivered with respect to the Mortgages granted pursuant to this ‎Section Section 4.19(a). (b) If property of a type constituting Collateral is acquired by the Company or a Guarantor that is not automatically subject to a perfected security interest under the Collateral Agreements or a Restricted Subsidiary becomes a Guarantor, then the Company or and such Guarantor, as applicable, will, as soon as practical after such property’s acquisition or such Subsidiary becoming a Guarantor: (i) grant Liens on such property (or, in the case of a new Guarantor, all of its assets constituting the type that is Collateral) in favor of the Noteholder Collateral Agent for the benefit of the holders of Second-Priority Lien Obligations (and, to the extent such grant would require the execution and delivery of a Collateral Agreement, the Company or such Guarantor shall execute and deliver such Collateral Agreement on substantially the same terms as the Collateral Agreements covering Collateral owned by the Company or a Guarantor on the Issue Date including, with respect to personal property, execution of a supplement to the Security Agreement and, with respect to real property, execution of a new Mortgage or an amendment to an existing Mortgage); (ii) deliver certain Opinions of Counsel and certificates in respect thereof as required by the Collateral Agreements and, in the case of real property, a Title Insurance Policy, an Opinion of Counsel addressing customary matters and containing customary exceptions and either (A) an ALTA/ACSM or otherwise customary survey or (B) such documentation as is sufficient to omit the standard survey exception to coverage under the Title Insurance Policy with respect to such real property and grant such affirmative endorsements to such Title Insurance Policy as are customary; and (iii) cause the Lien granted in such Collateral Agreement to be duly perfected to the same extent as the Liens granted on Collateral owned by the Company or a Guarantor on the Issue Date are perfected (including, with respect to Equity Interests of a Subsidiary or intercompany debt, perfection by control to the extent required by the Security Agreement); provided that no such Liens have to be granted over any Excluded Property. The Company or such Guarantor shall deliver an Opinion of Counsel to the Trustee to the extent required by §314(b) of the TIA in respect of any Xxxx xxxxx referred to in this clause ‎(b(b). (c) The Company will bear and pay all legal expenses, collateral audit and valuation costs, filing and recording fees, survey costs, insurance premiums and other costs associated with the performance of the obligations of the Company and the Guarantors set forth in this ‎Section Section 4.19 and will also pay or reimburse the Trustee and Noteholder Collateral Agent for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee and Noteholder Collateral Agent in connection therewith, including the reasonable compensation and expenses of the Trustee and Noteholder Collateral Agent’s agents and counsel. (d) Neither the Company nor any of the Guarantors will be permitted to take any action, or knowingly or negligently omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Trustee and the Holders of the Notes.

Collateral Requirements; Further Assurances; Costs. (a) On the Issue Date, the Company and each Guarantor shall grant Liens in favor of the Noteholder Collateral Agent for the benefit of the holders of Second-Priority Lien Obligations on the Collateral owned by the Company or any Guarantor on the Issue Date and take all appropriate steps to cause such Liens to be valid and perfected Liens, subject only to Permitted Liens and exceptions and encumbrances described in the Collateral Agreements, to the extent required by this Indenture and the Collateral Agreements, provided, however, that (i) any mortgages, deeds of trust or similar instruments required to be granted pursuant to this Indenture or the Collateral Agreements with respect to real property owned by the Company or any Guarantor on the Issue Date shall be granted, as promptly soon as practicable commercially reasonable following the Issue Date, but in no event later than 75 days following the Issue Date and (ii) the original stock certificates, together with corresponding stock powers executed in blank, listed on Exhibit L hereto shall be delivered to the Noteholder Collateral Agent as promptly as practicable following the Issue Date, but in no event later than 10 Business Days following the Issue Date. In connection with the delivery of each Mortgage granted pursuant to this ‎Section 4.19(a), the Company or such Guarantor, as applicable, shall deliver to the Noteholder Collateral Agent an Opinion of Counsel addressing customary matters and containing customary exceptions. For the avoidance of doubt, no title insurance policies Title Insurance Policies shall be delivered with respect to the Mortgages granted pursuant to this ‎Section Section 4.19(a). (b) If property of a type constituting Collateral is acquired by the Company or a Guarantor that is not automatically subject to a perfected security interest under the Collateral Agreements or a Restricted Subsidiary becomes a Guarantor, then the Company or and such Guarantor, as applicable, will, as soon as practical after such property’s acquisition or such Subsidiary becoming a Guarantor: (i) grant Liens on such property (or, in the case of a new Guarantor, all of its assets constituting the type that is Collateral) in favor of the Noteholder Collateral Agent for the benefit of the holders of Second-Priority Lien Obligations (and, to the extent such grant would require the execution and delivery of a Collateral Agreement, the Company or such Guarantor shall execute and deliver such Collateral Agreement on substantially the same terms as the Collateral Agreements covering Collateral owned by the Company or a Guarantor on the Issue Date including, with respect to personal property, execution of a supplement to the Security Agreement and, with respect to real property, execution of a new Mortgage or an amendment to an existing Mortgage); (ii) deliver certain Opinions of Counsel and certificates in respect thereof as required by the Collateral Agreements and, in the case of real property, a Title Insurance Policy, an Opinion of Counsel addressing customary matters and containing customary exceptions and either (A) an ALTA/ACSM or otherwise customary survey or (B) such documentation as is sufficient to omit the standard survey exception to coverage under the Title Insurance Policy with respect to such real property and grant such affirmative endorsements to such Title Insurance Policy as are customary; and (iii) cause the Lien granted in such Collateral Agreement to be duly perfected to the same extent as the Liens granted on Collateral owned by the Company or a Guarantor on the Issue Date are perfected (including, with respect to Equity Interests of a Subsidiary or intercompany debt, perfection by control to the extent required by the Security Agreement); provided that no such Liens have to be granted over any Excluded Property. The Company or such Guarantor shall deliver an Opinion of Counsel to the Trustee to the extent required by §314(b) of the TIA in respect of any Xxxx xxxxx referred to in this clause ‎(b(b). (c) The Company will bear and pay all legal expenses, collateral audit and valuation costs, filing and recording fees, survey costs, insurance premiums and other costs associated with the performance of the obligations of the Company and the Guarantors set forth in this ‎Section Section 4.19 and will also pay or reimburse the Trustee and Noteholder Collateral Agent for all reasonable out-of-out of pocket expenses, disbursements and advances incurred or made by the Trustee and Noteholder Collateral Agent in connection therewith, including the reasonable compensation and expenses of the Trustee and Noteholder Collateral Agent’s agents and counsel. (d) Neither the Company nor any of the Guarantors will be permitted to take any action, or knowingly or negligently omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Trustee and the Holders of the Notes.

Collateral Requirements; Further Assurances; Costs. (a) On the Issue Date, the Company and each Guarantor shall grant Liens in favor of the Noteholder Collateral Agent for the benefit of the holders of Second-Priority Lien Obligations on the Collateral owned by the Company or any Guarantor on the Issue Date and take all appropriate steps to cause such Liens to be valid and perfected Liens, subject only to Permitted Liens and exceptions and encumbrances described in the Collateral Agreements, to the extent required by this Indenture and the Collateral Agreements, provided, however, that (i) any mortgages, deeds of trust or similar instruments required to be granted pursuant to this Indenture or the Collateral Agreements with respect to real property owned by the Company or any Guarantor on the Issue Date shall be granted, as promptly as practicable following the Issue Date, but in no event later than 75 days following the Issue Date and (ii) the original stock certificates, together with corresponding stock powers executed in blank, listed on Exhibit L hereto shall be delivered to the Noteholder Collateral Agent as promptly as practicable following the Issue Date, but in no event later than 10 Business Days following the Issue Date. In connection with the delivery of each Mortgage granted pursuant to this ‎Section Section 4.19(a), the Company or such Guarantor, as applicable, shall deliver to the Noteholder Collateral Agent an Opinion of Counsel addressing customary matters and containing customary exceptions. For the avoidance of doubt, no title insurance policies shall be delivered with respect to the Mortgages granted pursuant to this ‎Section Section 4.19(a). (b) If property of a type constituting Collateral is acquired by the Company or a Guarantor that is not automatically subject to a perfected security interest under the Collateral Agreements or a Restricted Subsidiary becomes a Guarantor, then the Company or such Guarantor, as applicable, will, as soon as practical after such property’s acquisition or such Subsidiary becoming a Guarantor: (i) grant Liens on such property (or, in the case of a new Guarantor, all of its assets constituting the type that is Collateral) in favor of the Noteholder Collateral Agent for the benefit of the holders of Second-Priority Lien Obligations (and, to the extent such grant would require the execution and delivery of a Collateral Agreement, the Company or such Guarantor shall execute and deliver such Collateral Agreement on substantially the same terms as the Collateral Agreements covering Collateral owned by the Company or a Guarantor on the Issue Date including, with respect to personal property, execution of a supplement to the Security Agreement and, with respect to real property, execution of a new Mortgage or an amendment to an existing Mortgage); (ii) deliver certain Opinions of Counsel and certificates in respect thereof as required by the Collateral Agreements and, in the case of real property, a Title Insurance Policy, an Opinion of Counsel addressing customary matters and containing customary exceptions and either (A) an ALTA/ACSM or otherwise customary survey or (B) such documentation as is sufficient to omit the standard survey exception to coverage under the Title Insurance Policy with respect to such real property and grant such affirmative endorsements to such Title Insurance Policy as are customary; and (iii) cause the Lien granted in such Collateral Agreement to be duly perfected to the same extent as the Liens granted on Collateral owned by the Company or a Guarantor on the Issue Date are perfected (including, with respect to Equity Interests of a Subsidiary or intercompany debt, perfection by control to the extent required by the Security Agreement); provided that no such Liens have to be granted over any Excluded Property. The Company or such Guarantor shall deliver an Opinion of Counsel to the Trustee to the extent required by §314(b) of the TIA in respect of any Xxxx xxxxx referred to in this clause ‎(b(b). (c) The Company will bear and pay all legal expenses, collateral audit and valuation costs, filing and recording fees, survey costs, insurance premiums and other costs associated with the performance of the obligations of the Company and the Guarantors set forth in this ‎Section Section 4.19 and will also pay or reimburse the Trustee and Noteholder Collateral Agent for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee and Noteholder Collateral Agent in connection therewith, including the reasonable compensation and expenses of the Trustee and Noteholder Collateral Agent’s agents and counsel.