Common use of Security Interests; Further Assurances Clause in Contracts

Security Interests; Further Assurances. (a)(i) Promptly, upon the reasonable request of the Administrative Agent, any Lender or the Collateral Agent, at Borrower’s expense, execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby superior and prior to the rights of all third persons other than the holders of Permitted Liens and subject to other Liens except as permitted by the Security Documents, or use commercially reasonable efforts to obtain any consents as may be necessary or appropriate in connection therewith, to the extent contemplated hereby; (ii) deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent or the Collateral Agent shall deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents; and (iii) upon the exercise by the Administrative Agent or the Collateral Agent of any power, right, privilege or remedy pursuant to any Loan Document that requires any consent, approval, registration, qualification or authorization of any Governmental Authority or any other person, execute and deliver and/or obtain all applications, certifications, instruments and other documents and papers that the Administrative Agent or the Collateral Agent may be so required to obtain (other than in respect of any registration under the Securities Act).

Security Interests; Further Assurances. (a)(i) Promptly, upon the reasonable request of the Administrative Agent, any Lender or the Collateral AgentAgent or any Lender, at Borrower’s expense, execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby superior and prior to the rights of all third persons other than the holders of Permitted Liens and subject to no other Liens except as permitted by the applicable Security DocumentsDocument, or use commercially reasonable efforts to obtain any consents or waivers as may be necessary or appropriate in connection therewith, to the extent contemplated hereby; (ii) deliver . Deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent or and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents; and (iii) upon . Upon the exercise by the Administrative Agent or Agent, the Collateral Agent or any Lender of any power, right, privilege or remedy pursuant to any Loan Document that which requires any consent, approval, registration, qualification or authorization of any Governmental Authority or any other person, execute and deliver and/or obtain all applications, certifications, instruments and other documents and papers that the Administrative Agent or Agent, the Collateral Agent or such Lender may be so required to obtain (other than in respect of any registration under the Securities Act)require.

Security Interests; Further Assurances. (a)(i) Promptly, upon the reasonable request of the Administrative Agent, any Lender or the Collateral AgentAgent or any Lender, at Borrower’s 's expense, execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby superior and prior to the rights of all third persons other than the holders of Permitted Liens and subject to other Liens except as permitted by the Security Documentsno Liens, or use commercially reasonable efforts to obtain any consents or waivers as may be necessary or appropriate in connection therewith, to the extent contemplated hereby; (ii) deliver . Deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent or and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents; and (iii) upon . Upon the exercise by the Administrative Agent or Agent, the Collateral Agent or any Lender of any power, right, privilege or remedy pursuant to any Loan Document that which requires any consent, approval, registration, qualification or authorization of any Governmental Authority or any other person, execute and deliver and/or obtain all applications, certifications, instruments and other documents and papers that the Administrative Agent or Agent, the Collateral Agent or such Lender may be so required to obtain (other than in respect of any registration under the Securities Act)reasonably require.

Security Interests; Further Assurances. (a)(i) PromptlyThe Borrowers shall, and shall cause each Loan Party to, promptly, upon the reasonable request of the Administrative Agent, any Lender Agent or the Collateral AgentRequired Lenders, at Borrower’s the Borrowers’ expense, execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Loan Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby superior and prior to the rights of all third persons other than the holders of Permitted Liens and subject to no other Liens except as permitted by the Security Documentsapplicable Loan Document or this Agreement, or use commercially reasonable commercial efforts to obtain any consents or waivers as may be necessary or appropriate in connection therewith, to the extent contemplated hereby; (ii) deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent or the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Loan Documents; and (iii) upon . Upon the exercise by the Administrative Agent or the Collateral Agent Required Lenders of any power, right, privilege or remedy pursuant to any Loan Document that which requires any consent, approval, registration, qualification or authorization of any Governmental Authority or any other personAuthority, execute and deliver and/or obtain all applications, certifications, instruments and other documents and papers that the Administrative Agent or the Collateral Agent such Lenders may be so required to obtain (other than in respect of any registration under the Securities Act)reasonably require.

Security Interests; Further Assurances. (a)(i) PromptlyExcept as expressly contemplated by the Security Documents, promptly, upon the reasonable request of the Administrative Agent, any Lender Agent or the Collateral Agent, Agent at Borrower’s expense, execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise SC1:3775857.9 LEGAL_US_E # 113365636.9 deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby superior and prior to the rights of all third persons other than the holders of Permitted Liens and subject to no other Liens except as permitted by the applicable Security DocumentsDocument, or use commercially reasonable efforts to obtain any consents or waivers as may be necessary or appropriate in connection therewith. Except as expressly contemplated by the Security Documents, to the extent contemplated hereby; (ii) deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent or and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents; and (iii) upon . Upon the exercise by the Administrative Agent or Agent, the Collateral Agent of any power, right, privilege or remedy pursuant to any Loan Document that which requires any consent, approval, registration, qualification or authorization of any Governmental Authority or any other personAuthority, execute and deliver and/or obtain all applications, certifications, instruments and other documents and papers that the Administrative Agent or the Collateral Agent may be so required to obtain (other than in respect of any registration under the Securities Act)reasonably require.

Security Interests; Further Assurances. (a)(i) Promptly, upon the reasonable request of the Administrative Agent, any Lender or the Collateral AgentAgent or any Lender, at Borrower’s expense, execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby superior and prior to the rights of all third persons other than the holders of Permitted Liens and subject to other Liens except as permitted by the Security Documentsno Liens, or use commercially reasonable efforts to obtain any consents or waivers as may be necessary or appropriate in connection therewith, to the extent contemplated hereby; (ii) deliver . Deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent or and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents; and (iii) upon . Upon the exercise by the Administrative Agent or Agent, the Collateral Agent or any Lender of any power, right, privilege or remedy pursuant to any Loan Document that which requires any consent, approval, registration, qualification or authorization of any Governmental Authority or any other person, execute and deliver and/or obtain all applications, certifications, instruments and other documents and papers that the Administrative Agent or Agent, the Collateral Agent or such Lender may be so required to obtain (other than in respect of any registration under the Securities Act)reasonably require.

Security Interests; Further Assurances. (a)(i) PromptlySubject to subsection 7.8(e), promptly, upon the reasonable request of the Administrative Agent, any Lender or the Collateral Agent, at Borrower’s expense, execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded, in an appropriate United States governmental office, any document or instrument with respect to the Collateral supplemental to or confirmatory of the Security Documents or otherwise (subject to all applicable exceptions and limitations therein) and deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby superior to and prior to the rights of all third persons Persons other than the holders of Permitted Liens and subject to other Liens except as permitted by the Security Documents, or use commercially reasonable efforts to obtain any landlord or similar lien waivers and consents with respect to any material leased Real Property, as may be necessary or appropriate in connection therewith, . The Credit Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the extent contemplated hereby; Lien and security interests granted by the Security Documents (iisubject to all applicable exceptions and limitations therein) continue to be perfected under the UCC or otherwise after the establishment of any Incremental Facilities and deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders documentation in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent or the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents; Documents (subject to all applicable exceptions and (iii) upon limitations therein). Upon the exercise by the Administrative Agent or the Collateral Agent Lenders of any power, right, privilege or remedy pursuant to any Loan Credit Document that which requires any consent, approval, registration, qualification or authorization of any Governmental Authority or any other person, execute and deliver and/or obtain all applications, certifications, instruments and other documents and papers that the Administrative Agent or the Collateral Agent Lenders may be so required to obtain (other than in respect of any registration under the Securities Act)obtain.

Security Interests; Further Assurances. (a)(i) Promptly, upon the reasonable request of the Administrative Agent, any Lender or the Collateral AgentAgent or any Lender, at Borrower’s expense, execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby superior to and prior to the rights of all third persons other than the holders of Permitted Liens and subject to no other Liens except as permitted by the applicable Security DocumentsDocument, or use commercially reasonable efforts to obtain any consents consents, including, without limitation, landlord or similar lien waivers and consents, as may be necessary or appropriate in connection therewith, to the extent contemplated hereby; (ii) deliver . Deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent or and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents; and (iii) upon . Upon the exercise by the Administrative Agent, the Collateral Agent or the Collateral Agent Lenders of any power, right, privilege or remedy pursuant to any Loan Document that which requires any consent, approval, registration, qualification or authorization of any Governmental Authority or any other person, execute and deliver and/or obtain all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Collateral Agent or the Collateral Agent Lenders may be so required to obtain (other than in respect of any registration under the Securities Act)obtain.

Security Interests; Further Assurances. (a)(i) PromptlySubject to the terms of the Intercreditor Agreements, promptly, upon the reasonable request of the Administrative Agent, any Lender Agent or the Collateral Agent, at Borrower’s Borrowers’ expense, execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded, in an appropriate governmental office, of any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby superior and prior to the rights of all third persons other than the holders of Permitted Liens and subject to no other Liens except as permitted by the applicable Security DocumentsDocument, or use commercially reasonable efforts to obtain any consents or waivers as may be necessary or appropriate in connection therewith, to the extent contemplated hereby; (ii) deliver . Deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent or and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents; and (iii) upon . Upon the exercise by the Administrative Agent or Agent, the Collateral Agent or any Lender of any power, right, privilege or remedy pursuant to any Loan Document that which requires any consent, approval, registration, qualification or authorization of any Governmental Authority or any other person, execute and deliver and/or obtain all applications, certifications, instruments and other documents and papers that the Administrative Agent or Agent, the Collateral Agent or such Lender may be so required to obtain (other than in respect of any registration under the Securities Act)reasonably require.

Security Interests; Further Assurances. (a)(i) PromptlySubject to the terms of the Intercreditor Agreement, promptly, upon the reasonable request of the Administrative Agent, any Lender Agent or the Collateral Agent, at Borrower’s the Co-Borrowers’ expense, execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby superior and prior to the rights of all third persons other than the holders of Permitted Liens and subject to no other Liens except as permitted by the Security DocumentsPermitted Liens, or use commercially reasonable efforts to obtain any consents or waivers as may be necessary or appropriate reasonably required in connection therewith, to the extent contemplated hereby; (ii) deliver . Deliver or cause to be delivered (using commercially reasonable efforts with respect to delivery of items from Persons who are not in the control of any Loan Party) to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent or and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents; and (iii) upon . Upon the exercise by the Administrative Agent or Agent, the Collateral Agent or any Lender of any power, right, privilege or remedy pursuant to any Loan Document that requires any consent, approval, registration, qualification or authorization of any Governmental Authority or any other person, execute and deliver and/or obtain all applications, certifications, instruments and other documents and papers that the Administrative Agent or the Collateral Agent may be so required to obtain (other than in respect of any registration under the Securities Act).202 1031947.12E-CHISR1060441.10-CHISR01A - MSW

Security Interests; Further Assurances. (a)(ia) PromptlyEach Qualified -------------------------------------- Company shall, promptly, upon the reasonable request of the Administrative Agent, Agent or any Lender or the Collateral AgentLender, at Borrower’s 's expense, execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby superior to and prior to the rights of all third persons Persons other than the holders of Permitted Liens and subject to other Liens except as permitted by the Security DocumentsCollateral Liens, or use commercially reasonable efforts to obtain any consents as may be necessary or appropriate in connection therewith, to the extent contemplated hereby; (ii) . Each Qualified Company shall deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent or the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents; and (iii) upon . Upon the exercise by the Administrative Agent or the Collateral Agent Lenders of any power, right, privilege or remedy pursuant to any Loan Credit Document that which requires any consent, approval, registration, qualification or authorization of any Governmental Authority or any other personAuthority, each Qualified Company shall execute and deliver and/or obtain all applications, certifications, instruments and other documents and papers that the Administrative Agent or the Collateral Agent Lenders may be so required to obtain (other than in respect of any registration under the Securities Act)obtain.

Security Interests; Further Assurances. (a)(i) Promptly, upon the reasonable request of the Administrative Agent, any Lender Agent or the Collateral Agent, at Borrower’s expense, execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded, in an appropriate governmental office, any document (including opinions of counsel with respect to Ship Mortgages and other matters that are not covered by the UCC) or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby superior and prior to the rights of all third persons other than the holders of Permitted Liens and subject to no other Liens except as permitted by the Security DocumentsPermitted Liens, or use commercially reasonable efforts to obtain any consents or waivers as may be necessary or appropriate in connection therewith, to the extent contemplated hereby; (ii) deliver . Deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent or and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents; and (iii) upon . Upon the exercise by the Administrative Agent, the Collateral Agent or the Collateral Agent Mortgage Trustee of any power, right, privilege or remedy pursuant to any Loan Document that which requires any consent, approval, registration, qualification or authorization of any Governmental Authority or any other person, execute and deliver and/or obtain all applications, certifications, instruments and other documents and papers that the Administrative Agent or the Collateral Agent may be so required to obtain (other than in respect of any registration under the Securities Act)require.