Common use of Further Assurances; Additional Collateral Clause in Contracts

Further Assurances; Additional Collateral. (a) Subject to limitations and exceptions contained in the Loan Documents, Holdings and each Borrower will, and will cause each of their Subsidiaries to, 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), which may be required under any applicable U.S. Law, or which the Administrative Agent or the Required Lenders may reasonably request, to comply with the terms of this Agreement and the other Loan Documents, including causing the Collateral to be subject to a first priority security interest in favor of the Administrative Agent (subject to the Liens permitted by Section 7.2.3) securing all the Obligations, all at the expense of the Borrowers. (b) Subject to limitations and exceptions contained in the Loan Documents, if any property or asset is acquired by Holdings, the Borrowers or any of their Subsidiaries (other than an Excluded Foreign Subsidiary) after the date of the initial Credit Extension, AMRC will promptly notify the Administrative Agent thereof (except (A), in the case of personal property (excluding any leasehold interests), such notice shall not be required if (i) the Administrative Agent has a valid first-priority perfected security interest in such property or asset by virtue of any actions previously taken by or on behalf of the Administrative Agent or (ii) such actions are not required by the terms of the Security Agreement or the Pledge Agreement, and (B), in the case of a Real Property Asset, to the extent such Real Property Asset is subject to a Lien in favor of a third Person pursuant to clause (b), (c), (j) or (s) of Section 7.2.3), and will cause (except with respect to any such personal property or Real Property Asset described in the preceding parenthetical of this clause) such property or asset to be subjected to a first priority security interest in favor of the Administrative Agent (subject to the Liens permitted by Section 7.2.3) and will take, and cause each of its Subsidiaries (other than its Excluded Foreign Subsidiaries) to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including the actions described in Section 7.1.8 and clause (a) and, subject to the limitations set forth in Section 7.2.17, (i) Landlord Waivers with respect to Inventory located on leased Real Property Assets and (ii) Bailee Waivers with respect to assets located in a public warehouse. Notwithstanding anything to the contrary in this Section, AMRC shall only be required to take, or cause to be taken, any described action to the extent such action is permitted by applicable Law and, in the case of any guaranty or security provided under the Laws of any country other than the United States, only to the extent the Administrative Agent reasonably determines that the value to the Lender Parties of requiring AMRC to take, or cause to be taken, such action outweighs the cost and burden for AMRC to do so.

Further Assurances; Additional Collateral. (a) Subject to limitations and exceptions contained in the Loan Documents, Holdings Each Borrower and each Borrower will, and other Loan Party will cause each of their Subsidiaries to, 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 to secure debt and other documents), which may be required under any applicable U.S. Law, or which the Administrative Agent or the Required Lenders may reasonably request, to comply with the terms of this Agreement and the other Loan Documents, including causing the Collateral to be subject to a first priority security interest in favor of the Administrative Agent Agent, for the benefit of the Lender Parties (subject subject, in the case of non-possessory security interests, to the Liens permitted by Section 7.2.3) ), securing all the Obligations, all at the expense of the Borrowers. The Borrowers also agree to provide to the Administrative Agent, from time to time upon request, evidence reasonably satisfactory to the Administrative Agent as to the perfection and priority of the Liens created or intended to be created by the Loan Documents. (b) Subject to limitations and exceptions contained in the Loan Documents, if If any property or asset is acquired or leased by Holdingsany Borrower, Xxxxx TRS Subsidiary or Xxxxx HBU after the Funding Date, the Borrowers or any of their Subsidiaries (other than an Excluded Foreign Subsidiary) after the date of the initial Credit Extension, AMRC will promptly notify the Administrative Agent promptly thereof (except (A), in the case of personal property (excluding any leasehold interests), such notice shall not be required if (i) the Administrative Agent has a valid first-first priority perfected security interest in such property or asset by virtue of any actions previously taken by or on behalf of the Administrative Agent or (ii) such actions are not required by the terms of the Security Agreement or the Pledge Agreement, and (B), in the case of a Real Property Asset, to the extent such Real Property Asset is subject to a Lien in favor of a third Person pursuant to clause (b), (c), (j) or (s) of Section 7.2.3Agent), and will cause (except with respect to any such personal property or Real Property Asset described in the preceding parenthetical of this clause) such property or asset to be subjected to a first priority security interest in favor of the Administrative Agent (subject subject, in the case of non-possessory security interests, to the Liens permitted by Section 7.2.3) ), and will take, and cause each of its Subsidiaries (other than its Excluded Foreign Subsidiaries) Xxxxx TRS Subsidiary and Xxxxx HBU to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, Liens (including the actions described in Section 7.1.8 and clause (a) and, subject to the limitations set forth in Section 7.2.17, (i) and obtaining Landlord Waivers with respect to Inventory located on leased Real Property Assets and (ii) Bailee Waivers Estoppel Certificates with respect to assets located in a public warehouse. Notwithstanding anything to the contrary in this Section, AMRC shall only be required to take, or cause to be taken, any described action to the extent such action is permitted by applicable Law and, in the case of any guaranty or security provided under the Laws of any country other than the United States, only to the extent the Administrative Agent reasonably determines that the value to the Lender Parties of requiring AMRC to take, or cause to be taken, such action outweighs the cost and burden for AMRC to do soon leased Real Property).

Further Assurances; Additional Collateral. (a) Subject to limitations The Borrower and exceptions contained in the Loan Documents, Holdings and each Borrower willMLP shall, and will shall cause each Subsidiary of their Subsidiaries the Borrower and the MLP to, take such actions and execute any and all further documents, financing statements, agreements deliver such documents 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), which may be required under any applicable U.S. Law, or which instruments as the Administrative Agent or shall request pursuant to this Section 6.17(a) to ensure that the Required Collateral Agent, on behalf of the Lenders may reasonably request, to comply with the terms of this Agreement and the Lender Swap Parties, shall, at all times, have currently effective duly executed Loan Documents granting Liens and security interests in substantially all of the (x) material Vessels and material Fixed Assets, (y) accounts receivable, inventory, equipment, general intangibles, and deposit accounts, and (z) other Loan Documentsmaterial assets and properties of the MLP, the Borrower, and their Subsidiaries, including causing all capital stock, partnership, joint venture, membership interests, or other equity interests; provided that, (i) general partnership interests in the Collateral to Borrower shall not be subject to pledged by the Borrower General Partner until (A) such time as the Borrower General Partner Organization Documents no longer prohibit the Borrower General Partner from granting a first priority Lien and security interest in favor the general partnership interests of the Administrative Agent Borrower and (B) such pledge shall not result in any material adverse tax consequences to the MLP or its Subsidiaries; (ii) [Reserved]; (iii) the grant of a Lien on the assets described on Schedule 6.17 shall not be required until such time as indicated on Schedule 6.17; (iv) if the grant of a Lien on (A) any specific lease, contract right, governmental license or approval or similar property (it being understood by the parties hereto that equity interests in Persons are not included in this clause (A)) or (B) subject to the Liens permitted by Section 7.2.3) securing all the ObligationsAdministrative Agent’s consent, all at the expense of the Borrowers. (b) Subject to limitations and exceptions contained in the Loan Documents, if any property or asset is acquired by Holdingsan Obligor after the Closing Date (the property described in this clause (iv) is herein referred to collectively as the “Non-Pledgeable Collateral”) is expressly prohibited by, or would cause a default under or termination, avoidance or forfeiture of, any lease, contract, agreement, license or Law to which the MLP, the Borrowers Borrower, or any of their Subsidiaries (other than an Excluded Foreign Subsidiary) after is a party or is subject, then the date of the initial Credit Extension, AMRC will promptly notify the Administrative Agent thereof (except (A), in the case of personal property (excluding any leasehold interests), such notice Loan Parties shall not be required if (i) to xxxxx x Xxxx to the Administrative Collateral Agent has a valid firston such Non-priority perfected security interest Pledgeable Collateral for so long as such grant is prohibited or would result in such property or asset by virtue of any actions previously taken by or on behalf default; provided that, that upon the request of the Administrative Agent Agent, the Loan Parties agree to use commercially reasonable efforts to obtain any consents, authorizations, waivers, or (ii) such actions are not other approvals that may be required by the terms of the Security Agreement or the Pledge Agreement, and (B), in the case of a Real Property Asset, order to the extent such Real Property Asset is subject to a Lien in favor of a third Person pursuant to clause (b), (c), (j) or (s) of Section 7.2.3), and will cause (except with respect to any such personal property or Real Property Asset described in the preceding parenthetical of this clause) such property or asset to be subjected to a first priority security interest in favor of the Administrative Agent (subject to the Liens permitted by Section 7.2.3) and will take, and cause each of its Subsidiaries (other than its Excluded Foreign Subsidiaries) to take, such actions as shall be necessary or reasonably xxxxx x Xxxx on Non-Pledgeable Collateral specifically requested by the Administrative Agent to grant and perfect such Liens, including the actions described in Section 7.1.8 and clause (a) and, subject to the limitations set forth in Section 7.2.17, (i) Landlord Waivers with respect to Inventory located on leased Real Property Assets and (ii) Bailee Waivers with respect to assets located in a public warehouseAgent. Notwithstanding anything to the contrary set forth herein, no lease, contract or license between (x) the MLP, the Borrower or any of their Subsidiaries and (y) Xxxxxx Resource or any of its Subsidiaries shall prohibit a Lien in this Sectionfavor of, AMRC or foreclosure by, the Collateral Agent thereon; (v) the Borrower shall only not be required to takexxxxx x Xxxx on equity interests in a Foreign Subsidiary, or cause and a Foreign Subsidiary of a Company shall not be required to be takengrant Liens on its assets, any described action to the extent that the granting of such action is permitted Liens would have an adverse tax effect on the Companies; and (vi) in the case of acquisition of property by applicable Law a Company after the Closing Date, upon request made by the Borrower, the Administrative Agent may extend the time period for compliance with this Section 6.17 and with Section 6.15 for a period of up to forty-five (45) days after the date of such acquisition. (b) In connection with the actions required pursuant to this Section 6.17, the Borrower and the MLP shall, and shall cause each Subsidiary of the Borrower and the MLP to, execute and deliver such stock certificates, blank stock powers, evidence of corporate authorization, opinions of counsel, current valuations, evidence of title, title opinions, title insurance and other documents, and shall use commercially reasonable efforts to obtain landlord and mortgagee waivers and third party consents, as shall be reasonably requested by the Administrative Agent, in each case in form and substance reasonably satisfactory to the Administrative Agent. (c) The Liens required by this Section 6.17 shall be perfected Liens in favor of the Collateral Agent for the benefit of the Lenders and the Lender Swap Parties, subject in priority to no other Liens except Permitted Liens of the type described in Section 7.01 (other than Section 7.01(h) and, in the case of any guaranty or security provided under the Laws of any country Vessels and other fixed assets required to be pledged pursuant to Section 6.17(a)(i), other than the United StatesSection 7.01(b), only to the extent the Administrative Agent reasonably determines that the value to the Lender Parties of requiring AMRC to take(h), or cause to be taken(i), such action outweighs the cost (j), and burden for AMRC to do so(k)).

Further Assurances; Additional Collateral. (a) Subject to limitations and exceptions contained in the The Loan Documents, Holdings and each Borrower will, and Parties will cause each of their Subsidiaries to, execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of U.C.C. or similar financing statements, fixture filingsexecuting Bailee Waivers, mortgages, deeds of trust Landlord Waivers and other documents), which may be required under any applicable U.S. Law, or which the Administrative Agent or the Required Lenders may reasonably request, to comply with effectuate the terms of this Agreement and transactions contemplated by the other Loan DocumentsDocuments or to grant, including causing preserve, protect or perfect the Collateral to be subject to a first priority security interest in favor of the Administrative Agent Liens (subject to the Liens permitted by Section 7.2.38.3) securing all Obligations and created or intended to be created by the ObligationsLoan Documents, all at the expense of the BorrowersBorrower. (b) Subject to limitations and exceptions contained in the Loan Documents, if If any property or asset forming a part of the Collateral is acquired or leased by Holdingsany Loan Party after the Effective Date, the Borrowers or any of their Subsidiaries (other than an Excluded Foreign Subsidiary) after the date of the initial Credit Extension, AMRC Borrower will promptly notify the Administrative Agent thereof (except (A)thereof; provided, in the case of personal property (excluding any leasehold interests)however, that such notice shall not be required if (i) the Administrative Agent has a valid first-first priority perfected security interest in such property or asset by virtue of any actions previously taken by or on behalf of the Administrative Agent or and (ii) such actions are not required by the terms of the Security Agreement or the Pledge Agreement, and (B), in the case of a Real Property Asset, to the extent such Real Property Asset is subject to a Lien in favor of a third Person pursuant to clause (b), (c), (j) or (s) of Section 7.2.3), and will cause (except with respect to any such personal property or Real Property Asset described in the preceding parenthetical of this clause) such property or asset to be subjected to a first priority security interest in favor of the Administrative Agent (subject subject, in the case of non-possessory security interests, to the Liens permitted by Section 7.2.38.3) and the Loan Parties will take, and cause each of its Subsidiaries (other than its Excluded Foreign Subsidiaries) to take, take such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, (including the actions described in Section 7.1.8 7.7 and clause (aSection 7.8(a)) and, subject to the limitations set forth in Section 7.2.17, (i) and obtaining Landlord Waivers with respect to Inventory located on leased Real Property Assets and (ii) Bailee Waivers with respect to assets located in a public warehouse. Notwithstanding anything to the contrary in this SectionWaivers, AMRC shall only be required to take, or cause to be taken, any described action to the extent such action is permitted by applicable Law and, in the case of any guaranty or security provided under the Laws of any country other than the United States, only waivers are required pursuant to the extent the Administrative Agent reasonably determines that the value to the Lender Parties terms of requiring AMRC to take, or cause to be taken, such action outweighs the cost and burden for AMRC to do sothis Agreement.

Further Assurances; Additional Collateral. (a) Subject [Reserved] (b) At any time and from time to limitations and exceptions contained in the Loan Documentstime, Holdings and each Borrower will, and will cause each of their Subsidiaries to, 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), which may be required under any applicable U.S. Law, or which i) promptly following the Administrative Agent or the Required Lenders may reasonably request, to comply with the terms of this Agreement Agent’s written request and the other Loan Documents, including causing the Collateral to be subject to a first priority security interest in favor of the Administrative Agent (subject to the Liens permitted by Section 7.2.3) securing all the Obligations, all at the expense of the Borrowers. (b) Subject applicable Person, each Credit Party agrees to limitations duly execute and exceptions contained deliver, and to cause Credit Party Entities to duly execute and deliver, any and all such further instruments and documents and take such further action as the Administrative Agent may reasonably deem desirable in order to perfect and protect any Lien granted or purported to be granted pursuant to the Loan Documents or to enable the Administrative Agent, in accordance with the terms of the applicable Loan Documents, if any property or asset is acquired by Holdingsto exercise and enforce its rights and remedies under the Loan Documents with respect to such Collateral and (ii) promptly upon the request of the Administrative Agent, assign to the Administrative Agent, pursuant to an assignment in form and substance satisfactory to the Administrative Agent, the Borrowers right to receive proceeds (for application to the Obligations in accordance with this Agreement) of any Interest Rate Contracts or Currency Agreement to which any Credit Party is a party. Notwithstanding the foregoing, the granting of their Subsidiaries (other than an Excluded Foreign Subsidiary) after the date of the initial Credit Extension, AMRC will promptly notify the Administrative Agent thereof (except (A), in the case of personal property (excluding any leasehold interests), such notice further assurances or security interest under this Section 8.10 shall not be required if it would (A) be prohibited by other Contractual Obligations to which Borrower or such Credit Party Entity is a party (except to the extent such prohibition is rendered ineffective under the Uniform Commercial Code), (B) be prohibited by applicable law, or (C) result in material adverse tax consequences to Borrower. (c) Upon the request of the Administrative Agent, each Credit Party shall, and shall cause the other Credit Parties to, execute and deliver to the Administrative Agent, for the benefit of the Lenders, immediately upon the acquisition or leasing of any Real Property with a fair market value in excess of $2,500,000 (as reasonably determined by the Administrative Agent) by Borrower or any other Credit Party, a Mortgage, assignment or other appropriate instrument evidencing a Lien upon any such Real Property, lease or interest, together with such title insurance policies (mortgagee’s form), certified surveys, environmental site assessment reports, zoning reports, and local counsel opinions with respect thereto and such other agreements, documents and instruments which the Administrative Agent deems reasonably necessary or desirable, the same to be in form and substance reasonably acceptable to the Administrative Agent and to be subject only to (i) the Administrative Agent has a valid first-priority perfected security interest in such property or asset by virtue of any actions previously taken by or on behalf of the Administrative Agent or Liens permitted under Section 9.03 and (ii) such actions are not required other Liens as the Administrative Agent and Required Lenders may reasonably approve, it being understood that (x) the granting of such additional security for the Obligations is a material inducement to the execution and delivery of this Agreement by the terms of the Security Agreement or the Pledge Agreementeach Lender, and (B), in the case of a Real Property Asset, to the extent such Real Property Asset is subject to a Lien in favor of a third Person pursuant to clause (b), (c), (jy) or (s) of Section 7.2.3), and will cause (except with respect to any such personal property or Real Property Asset described in the preceding parenthetical documents required under this clause (c) with respect to leases, it shall not be a breach of this clauseclause (c) such property or asset to be subjected to a first priority security interest in favor if the consent of the lesser is required for such delivery but is not obtained and the Credit Parties have exercised commercially reasonable efforts to obtain such consent. (d) In addition to and not in lieu of the rights and obligations of the parties under clauses (a), (b) and (c) above, promptly, but in any event within 90 days, following the Administrative Agent Agent’s written request (subject or such later date as is agreed to in writing by the Administrative Agent), and at the expense of the applicable Credit Party Entity, each Credit Party agrees to duly execute and deliver, and to cause its Subsidiaries to duly execute and deliver, in form and substance reasonably satisfactory to the Liens permitted by Section 7.2.3) Administrative Agent, any and will takeall such further instruments and documents, and cause including, without limitation, all amendments, modifications, supplements, restatements or reaffirmations of any existing instruments or documents, in each of its Subsidiaries (other than its Excluded Foreign Subsidiaries) to take, such actions case as shall be necessary or are reasonably requested by the Administrative Agent in order to grant create and/or maintain a valid and perfect such Liens, including the actions described in Section 7.1.8 and clause (a) and, subject to the limitations set forth in Section 7.2.17, (i) Landlord Waivers with respect to Inventory located on leased Real Property Assets and (ii) Bailee Waivers with respect to assets located in a public warehouse. Notwithstanding anything to the contrary in this Section, AMRC shall only be required to take, or cause to be taken, any described action to the extent such action is permitted by applicable Law and, in the case perfected security interest of any guaranty or security provided under the Laws of any country other than the United States, only to the extent the Administrative Agent reasonably determines that the value to the Lender Parties of requiring AMRC to take, or cause to be taken, such action outweighs the cost and burden for AMRC to do soin any Collateral.