Common use of Additional Collateral; Further Assurances Clause in Contracts

Additional Collateral; Further Assurances. (a) Prior to the Collateral Fallaway or following any Collateral Reinstatement, as the case may be, each Domestic Borrower will, and will cause each other Domestic Loan Party to, cause all of its personal property (whether tangible, intangible or mixed, subject to the exceptions expressly contained in the Security Agreement) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 6.02. (b) Without limiting the foregoing, prior to the Collateral Fallaway or following any Collateral Reinstatement, as the case may be, each Domestic Borrower will, and will cause each other Domestic Loan Party to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or required to be created by the Collateral Documents, all at the expense of the Borrower.

Additional Collateral; Further Assurances. (a) Prior Subject to the Collateral Fallaway or following any Collateral Reinstatement, as the case may beapplicable Requirements of Law, each Domestic Borrower willshall cause each of its domestic Significant Subsidiaries formed or acquired after the date of this Agreement to become a Borrower by executing the Joinder Agreement set forth as Exhibit E hereto (the “Joinder Agreement”). Upon execution and delivery thereof, each such Person (i) shall automatically become a Borrower and hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will cause each other Domestic Loan Party to, cause all of its personal property (whether tangible, intangible or mixed, subject grant Liens to the exceptions expressly contained in the Security Agreement) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent (for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject Lender Parties) in any case to Liens permitted by Section 6.02property of such Borrower which constitutes Collateral. (b) Without limiting the foregoing, prior to the Collateral Fallaway or following any Collateral Reinstatement, as the case may be, each Domestic Borrower will, and will cause each other Domestic Loan Party to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements statements) and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or required intended to be created by the Collateral Documents, all at the expense of the BorrowerBorrowers.

Additional Collateral; Further Assurances. (a) Prior to the Collateral Fallaway or following any Collateral Reinstatement, as the case may be, each Domestic Borrower LMI will, and will cause each other Domestic Loan Party Borrower and each Subsidiary Guarantor to, cause all of its personal property constituting Collateral (whether tangible, intangible or mixed, but subject to the exceptions expressly contained in the Security AgreementCollateral Documents) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 6.02. The requirements in this Section 5.11(a) shall be satisfied within forty five (45) days (or such longer time as the Administrative Agent may agree) after any Person becomes a Loan Party hereunder. (b) Without limiting the foregoing, prior to the Collateral Fallaway or following any Collateral Reinstatement, as the case may be, each Domestic Borrower LMI will, and will cause each other Domestic Loan Party Borrower and each Subsidiary Guarantor to, promptly execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law this Agreement, the terms of the Collateral Documents or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or required intended to be created by the Collateral Documents, with all at such expenses to be reimbursed in accordance with the expense of the Borrowerprovisions in Section 9.03.

Additional Collateral; Further Assurances. (a) Prior Subject to the Collateral Fallaway or following any Collateral Reinstatement, as the case may beapplicable Requirements of Law, each Domestic Borrower will, and Loan Party will cause each other Domestic of its domestic Subsidiaries formed or acquired after the date of this Agreement to become a Loan Party toby executing a Joinder Agreement. Upon execution and delivery thereof, cause each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of its personal property the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (whether tangible, intangible or mixed, subject ii) will grant security interests to the exceptions expressly contained in the Security Agreement) to be subject at all times to first priorityAdministrative Agent, perfected Liens in favor of the Administrative Agent for the benefit of the Administrative Agent and the other Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral DocumentsParties, subject in any case to Liens permitted by Section 6.02property of such Loan Party which constitutes Collateral. (b) Without limiting the foregoing, prior to the Collateral Fallaway or following any Collateral Reinstatement, as the case may be, each Domestic Borrower Loan Party will, and will cause each other Domestic Loan Party Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law any Requirement of Law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or required intended to be created by the Collateral Documents, all at the expense of the BorrowerLoan Parties.

Additional Collateral; Further Assurances. (a) Prior Subject to the Collateral Fallaway or following any Collateral Reinstatement, as the case may beapplicable Requirements of Law, each Domestic Borrower willshall cause each of its domestic Significant Subsidiaries formed or acquired after the date of this Agreement to become a Borrower by executing the Joinder Agreement set forth as Exhibit E hereto (the “Joinder Agreement”). Upon execution and delivery thereof, each such Person (i) shall automatically become a Borrower and hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will cause each other Domestic Loan Party to, cause all of its personal property (whether tangible, intangible or mixed, subject grant Liens to the exceptions expressly contained in the Security Agreement) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent (for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject Holders) in any case to Liens permitted by Section 6.02property of such Borrower which constitutes Collateral. (b) Without limiting the foregoing, prior to the Collateral Fallaway or following any Collateral Reinstatement, as the case may be, each Domestic Borrower will, and will cause each other Domestic Loan Party to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements statements) and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or required intended to be created by the Collateral Documents, all at the expense of the BorrowerBorrowers.

Additional Collateral; Further Assurances. (a) Prior Subject to Requirements of Law, each Obligated Party shall, unless the Majority Lenders otherwise consent in writing, cause each Subsidiary of ▇▇▇▇▇ to become a Guarantor. (b) Upon request of either of the Agents, each Obligated Party shall (i) grant Liens to the Collateral Fallaway or following any Collateral ReinstatementAgent, for the benefit of the Credit Providers, pursuant to such agreements, certificates, documents, and instruments as such Agent, as the case may be, each Domestic Borrower willmay reasonably deem necessary and deliver such property, agreements, certificates, documents, and will cause each other Domestic Loan Party to, cause all of its personal property (whether tangible, intangible or mixed, subject to the exceptions expressly contained in the Security Agreement) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 6.02. (b) Without limiting the foregoing, prior to the Collateral Fallaway or following any Collateral Reinstatementinstruments as such Agent, as the case may be, each Domestic Borrower willmay request to perfect the Liens of the Collateral Agent in any property of such Obligated Party that constitutes Collateral, (ii) execute a Guaranty Agreement as required by Section 8.24, and will (iii) in connection with the foregoing requirements, or either of them, deliver to the Agents all items of the type required by Section 9.1 (as applicable). Upon execution and delivery of such Loan Documents and other agreements, certificates, documents, and instruments, each such Person shall automatically become a Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents. (c) Without limiting the foregoing, each Obligated Party shall, and shall cause each other Domestic Loan of ▇▇▇▇▇’▇ Subsidiaries that is required to become an Obligated Party pursuant to the terms of this Agreement to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent Agents such documents, agreements documents and instrumentsagreements, and will shall take or cause to be taken such further actions (including the filing and recording of financing statements and other documents and such other actions or deliveries as either of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent Agents may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or required to be created by the Collateral Documents, all at the expense of the Borrower.

Additional Collateral; Further Assurances. (a) Prior Subject to Requirements of Law, as required pursuant to Section 7.20, upon the request of the Agent, each Loan Party shall cause any Subsidiary of the Parent to (i) grant Liens to the Collateral Fallaway or following any Collateral ReinstatementAgent, as the case may be, each Domestic Borrower will, and will cause each other Domestic Loan Party to, cause all of its personal property (whether tangible, intangible or mixed, subject to the exceptions expressly contained in the Security Agreement) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties Agent and the Lenders, pursuant to secure such documents as the Secured Obligations Agent may reasonably deem necessary and deliver such property, documents, and instruments as the Agent may request to perfect the Liens of the Agent in accordance any property of such Subsidiary (ii) execute a Guaranty of the Obligations, in form and substance satisfactory to the Agent, and (iii) in connection with the terms and conditions foregoing requirements, or either of them, deliver to the Agent all items of the Collateral Documents, subject in any case to Liens permitted type required by Section 6.028.1(a) (as applicable). Upon execution and delivery of such Loan Documents and other instruments, certificates, and agreements, such Subsidiary shall automatically become a Loan Party hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents. (b) Without limiting the foregoing, prior the Loan Parties shall, and shall cause each of the Parent's Subsidiaries which is required to become a Loan Party pursuant to the Collateral Fallaway or following any Collateral Reinstatement, as the case may be, each Domestic Borrower will, and will cause each other Domestic Loan Party terms of this Agreement to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements documents and instrumentsagreements, and will shall take or cause to be taken such further actions (including as the filing and recording of financing statements and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or required to be created by the Collateral Documents, all at the expense of the Borrower.

Additional Collateral; Further Assurances. (a) Prior Subject to Requirements of Law, each Borrower shall cause any Subsidiary of the Parent to, upon the request of the Agent, (i) grant Liens to the Collateral Fallaway or following any Collateral ReinstatementAgent, as the case may be, each Domestic Borrower will, and will cause each other Domestic Loan Party to, cause all of its personal property (whether tangible, intangible or mixed, subject to the exceptions expressly contained in the Security Agreement) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties Agent and the Lenders, pursuant to secure such documents as the Secured Obligations Agent may reasonably deem necessary and deliver such property, documents, and instruments as the Agent may request to perfect the Liens of the Agent in accordance any property of such Subsidiary (ii) execute a Guaranty of the Obligations, in form and substance satisfactory to the Agent, and (iii) in connection with the terms and conditions foregoing requirements, or either of them, deliver to the Agent all items of the Collateral Documents, subject in any case to Liens permitted type required by Section 6.028.1(a) (as applicable). Upon -------------- execution and delivery of such Loan Documents and other instruments, certificates, and agreements, such Subsidiary shall automatically become a Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents. (b) Without limiting the foregoing, prior to the Collateral Fallaway or following any Collateral Reinstatement, as the case may be, each Domestic Borrower willBorrowers shall, and will shall cause each other Domestic Loan Party of the Parent's Subsidiaries to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements documents and instrumentsagreements, and will shall take or cause to be taken such further actions (including as the filing and recording of financing statements and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or required to be created by the Collateral Documents, all at the expense of the Borrower.