Common use of Further Assurances; Additional Security Clause in Contracts

Further Assurances; Additional Security. (i) Borrower shall, and shall cause each other Obligor to, from time to time, execute and deliver to Administrative Agent on behalf of Lenders, such additional Security Documents, statements, documents, agreements and reports as it may from time to time reasonably request to evidence, perfect or otherwise implement or assure the security for repayment of the Obligations; provided that no Obligor shall be required to provide any different type of Collateral from that contemplated for such by the Security Documents to which it is a party as of the Closing Date. (ii) Notwithstanding anything herein to the contrary, to the extent this Agreement or any other Loan Document purports to require any Credit Party to grant to Administrative Agent, on behalf and for the ratable benefit of Lenders, a security interest in the FCC Licenses of such Credit Party, Administrative Agent, on behalf and for the ratable benefit of Lenders, shall only have a security interest in such licenses at such times and to the extent that a security interest in such licenses is permitted under applicable law. Notwithstanding anything to the contrary set forth herein, Administrative Agent, on behalf of Lenders, agrees that to the extent prior FCC approval is required pursuant to the Communications Act for (a) the operation and effectiveness of any grant, right or remedy hereunder or under any Loan Document or (b) taking any action that may be taken by Administrative Agent hereunder or under any Loan Document, such grant, right, remedy or actions will be subject to such prior FCC approval having been obtained by or in favor of Administrative Agent, on behalf and for the ratable benefit of Lenders. Borrower agrees that, during the continuance of an Event of Default and at Administrative Agent’s request, Borrower shall promptly file, or cause to be filed, such applications for approval and shall take all other and further actions required by the Administrative Agent, on behalf and for the ratable benefit of Lenders, to obtain such FCC approvals or consents as are necessary to transfer ownership and control to Administrative Agent or trustee or other fiduciary acting in lieu of Administrative Agent in order to ensure compliance with Section 310(b) of the Communications Act, on behalf and for the ratable benefit of Lenders, or their successors or assigns, of the FCC Licenses held by it.

Further Assurances; Additional Security. (i) Borrower shall, and shall cause each other Obligor Credit Party to, from time to time, promptly execute and deliver to Administrative Agent on behalf of Lenders, such additional Security Documents, statements, documents, agreements and reports as it may from time to time reasonably request to evidence, perfect convey, grant, assign, transfer, preserve, protect, confirm or otherwise implement or assure the security for repayment of the Obligations; provided that no Obligor Credit Party shall be required to provide any different type of Collateral from that contemplated for such by the Security Documents to which it is a party as of the Closing Date. Borrower shall, and shall cause each other Credit Party to, from time to time, promptly take such additional actions as the Administrative Agent may reasonably require from time to time in order to carry out more effectively the purposes of the Security Documents. (ii) Notwithstanding anything herein to the contrary, to the extent this Agreement or any other Loan Document purports to require any Credit Party to grant to Administrative Agent, on behalf and for the ratable benefit of Lendersthe Secured Parties, a security interest in the FCC Licenses of such Credit Party, Administrative Agent, on behalf and for the ratable benefit of Lendersthe Secured Parties, shall only have a security interest in such licenses at such times and to the extent that a security interest in such licenses is permitted under applicable law. Notwithstanding anything to the contrary set forth herein, Administrative Agent, on behalf of Lendersthe Secured Parties, agrees that to the extent prior FCC approval is required pursuant to the Communications Act for (a) the operation and effectiveness of any grant, right or remedy hereunder or under any Loan Document or (b) taking any action that may be taken by Administrative Agent hereunder or under any Loan Document, such grant, right, remedy or actions will be subject to such prior FCC approval having been obtained by or in favor of Administrative Agent, on behalf and for the ratable benefit of Lendersthe Secured Parties. Borrower agrees that, during the continuance of an Event of Default and at Administrative Agent’s request, Borrower shall promptly file, or cause to be filed, such applications for approval and shall take all other and further actions required by the Administrative Agent, on behalf and for the ratable benefit of Lendersthe Secured Parties, to obtain such FCC approvals or consents as are necessary to transfer ownership and control to Administrative Agent or trustee or other fiduciary acting in lieu of Administrative Agent in order to ensure compliance with Section 310(b) of the Communications Act, on behalf and for the ratable benefit of Lendersthe Secured Parties, or their successors or assigns, of the FCC Licenses held by it.

Further Assurances; Additional Security. (i) Borrower Company shall, and shall cause each other Obligor Credit Party to, from time to time, execute and deliver to Administrative Agent on behalf of Lenders, such additional Security Documents, statements, documents, agreements and reports as it may from time to time reasonably request to evidence, perfect or otherwise implement or assure the security for repayment of the Obligations; provided PROVIDED that no Obligor Credit Party shall be required to provide any different type of Collateral from that contemplated for such by the Security Documents to which it is a party as of the Closing Date. With respect to the Lenders' Policies, upon Agent's request, Company shall arrange for co-insurance and/or reinsurance, with companies and in amounts satisfactory to Agent. All reinsurance policies shall include direct access agreements acceptable to Agent. Any future advances made by Lenders hereunder shall be conditioned upon Agent obtaining such additional endorsements to the Lenders' Policies insuring the additional amount of the Loan and the validity and priority of such advances as Agent deems necessary or advisable. (ii) Notwithstanding anything herein to the contrary, to the extent this Agreement or any other Loan Document purports to require any Credit Party to grant to Administrative Agent, on behalf and for the ratable benefit of Lenders, a security interest in the FCC Licenses of such Credit Party, Administrative Agent, on behalf and for the ratable benefit of Lenders, shall only have a security interest in such licenses at such times and to the extent that a security interest in such licenses is permitted under applicable law. Notwithstanding anything to the contrary set forth herein, Administrative Agent, on behalf of Lenders, agrees that to the extent prior FCC approval is required pursuant to the Communications Act for (a) the operation and effectiveness of any grant, right or remedy hereunder or under any Loan Document or (b) taking any action that may be taken by Administrative Agent hereunder or under any Loan Document, such grant, right, remedy or actions will be subject to such prior FCC approval having been obtained by or in favor of Administrative Agent, on behalf and for the ratable benefit of Lenders. Borrower Company agrees that, during the continuance of upon an Event of Default and at Administrative Agent’s 's request, Borrower Company shall promptly immediately file, or cause to be filed, such applications for approval and shall take all other and further actions required by the Administrative Agent, on behalf and for the ratable benefit of Lenders, to obtain such FCC approvals or consents as are necessary to transfer ownership and control to Administrative Agent or trustee or other fiduciary acting in lieu of Administrative Agent in order to ensure compliance with Section 310(b) of the Communications Act, on behalf and for the ratable benefit of Lenders, or their successors or assigns, of the FCC Licenses held by it.

Further Assurances; Additional Security. (ia) Borrower shallExecute any and all further documents, financing statements, agreements and instruments, and shall take all such further actions (including the filing and recording of financing statements, fixture filings and other documents and recordings of Liens in stock registries), that may be required under any applicable law, or that the Administrative Agent may reasonably request, to satisfy the Collateral and Guarantee Requirement and to cause each other Obligor tothe Collateral and Guarantee Requirement to be and remain satisfied, all at the expense of the Loan Parties, and provide to the Administrative Agent, from time to timetime upon reasonable request, execute and deliver evidence reasonably satisfactory to the Administrative Agent on behalf of Lenders, such additional Security Documents, statements, documents, agreements as to the perfection and reports as it may from time to time reasonably request to evidence, perfect or otherwise implement or assure the security for repayment priority of the Obligations; provided that no Obligor shall Liens created or intended to be required to provide any different type of Collateral from that contemplated for such created by the Security Documents or the DIP Orders, in each case subject to which it is a party as of the Closing Dateparagraph (f) below. (b) If any asset of the type or types constituting Collateral is acquired by any Loan Party after the DIP Closing Date or owned by an entity at the time it becomes a Loan Party (in each case other than (x) assets constituting Collateral under a Security Document that become subject to the Lien of such Security Document upon acquisition thereof (y) that are subject to secured financing arrangements containing restrictions permitted by Section 6.09(c) pursuant to which a Lien on such assets securing the Obligations is not permitted or (z) assets that are not required to become subject to Liens in favor of the Administrative Agent pursuant to Section 5.10(f) or the Security Documents) (i) notify the Administrative Agent thereof and (ii) Notwithstanding anything herein cause such asset to be subjected to a Lien securing the contraryapplicable Obligations and take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and, to the extent required under the applicable Security Documents, perfect such Liens, including actions described in paragraph (a) of this Agreement Section 5.10, all at the expense of the Loan Parties, subject to paragraph (f) below. (c) [Reserved]. (d) If any additional Subsidiary is formed or acquired after the DIP Closing Date (with any other Subsidiary Redesignation resulting in an Unrestricted Subsidiary becoming a Subsidiary being deemed to constitute the acquisition of a Subsidiary), within 15 Business Days after the date such Subsidiary is formed or acquired, notify the Administrative Agent thereof and, within 30 Business Days after the date such Subsidiary is formed or acquired or such longer period as the Administrative Agent shall agree, cause the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, to the extent applicable. (i) Furnish to the Administrative Agent prompt written notice of any change (A) in any Loan Document purports to require Party’s corporate or organization name, (B) in any Credit Party to grant to Administrative AgentLoan Party’s identity or organizational structure or (C) in any Loan Party’s organizational identification number; provided, on behalf and that Hexion shall not effect or permit any such change unless all filings have been made, or will have been made within any statutory period, under the UCC or otherwise that are required in order for the ratable benefit of LendersAdministrative Agent to continue at all times following such change to have a valid, a legal and perfected security interest in all the FCC Licenses of such Credit Party, Administrative Agent, on behalf and Collateral for the ratable benefit of Lenders, shall only have a security interest in such licenses at such times the Secured Parties and to (ii) promptly notify the extent that a security interest in such licenses Administrative Agent if any material portion of the Collateral is permitted under applicable law. damaged or destroyed. (f) Notwithstanding anything to the contrary set forth hereinin this Agreement, the DIP Orders or any Security Document, the Collateral and Guarantee Requirement and the other provisions of this Section 5.10 and the other provisions of the Loan Documents with respect to Collateral need not be satisfied with respect to any of the following (collectively, the “Excluded Property”): (i) any property held by (a) Holdings, (b) a Subsidiary that is not a Subsidiary Loan Party and (c) the Borrower other than pursuant to the Dutch Pledge Agreements and any other Dutch Security Documents, (ii) any Real Property held by Hexion or any of the Subsidiaries as a lessee under a lease, (iii) any Real Property held by Hexion or any Subsidiary Loan Party outside the United States of America, (iv) [reserved], (v) any vehicle, (vi) certain cash, deposit accounts and securities accounts to be mutually agreed between the Borrower and the Administrative Agent, (vii) any Equity Interests if, on behalf of Lenders, agrees that and to the extent that, and for so long as (A) doing so would violate applicable law or a contractual obligation binding on such Equity Interests and (B) with respect to contractual obligations, such Equity Interests are not in a Wholly Owned Subsidiary and such obligation existed on the DIP Closing Date or at the time of the acquisition thereof and was not created or made binding on such Equity Interests in contemplation of or in connection with the acquisition of such Equity Interests, in each case, except insofar as such violation or restriction would be rendered ineffective pursuant to any applicable law, including the Bankruptcy Code, (viii) any assets owned on or acquired after the DIP Closing Date, to the extent that, and for so long as, taking such actions would violate any applicable law or a contractual obligation binding on such assets that existed at the time of the acquisition thereof and was not created or made binding on such assets in contemplation or in connection with the acquisition of such assets (except in the case of assets owned on the DIP Closing Date or acquired with Indebtedness of the type permitted pursuant to Section 6.01(i) or (j) or that is secured by a Lien of the type permitted pursuant to Section 6.02(i) or (j) and except insofar as such violation or restriction would be rendered ineffective pursuant to any applicable law, including the Bankruptcy Code), (ix) any Equity Interests or evidences of Indebtedness of Indenture Restricted Subsidiaries owned by Hexion, the Borrower or any Indenture Restricted Subsidiary, (x) any Subsidiary, asset or action with respect to which the Administrative Agent after consultation with the Borrower reasonably determines that the cost or other consequence of the satisfaction of the Collateral and Guarantee Requirement or the provisions of this Section 5.10 or of any Security Document with respect thereto is excessive in relation to the value of the security afforded thereby, (xi) perfection of any security interest in Collateral to the extent such perfection (or the steps required to provide such perfection) would have a material adverse effect on the ability of the relevant Loan Party to conduct its operations and business in the ordinary course as permitted by the Loan Documents, (xii) perfection of any security interest in Accounts or other Collateral to the extent such perfection would require notice to customers of Hexion and the Subsidiaries prior FCC approval to the time that a Default has occurred and is continuing, or (xiii) any Real Property owned by the Debtors in fee simple until such time (and only until such time) as the Administrative Agent determines that such Real Property (A) has sufficient flood insurance coverage to satisfy the flood insurance requirements of the Federal Emergency Management Agency, (B) is not a Flood Hazard Property or (C) is otherwise not subject to the Federal Emergency Management Agency’s flood insurance requirements, provided that a security interest shall attach immediately and automatically after any such disqualifying condition shall cease to exist. (g) Complete on or prior to the day that is 90 days after the DIP Closing Date (or such longer time as the Administrative Agent may agree), all actions necessary in order to perfect the security interests of the Secured Parties set forth on Schedule 5.10. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) the Administrative Agent may grant extensions of time for, or waive the requirements to obtain, the creation or perfection of security interests in or the obtaining of title insurance and surveys with respect to particular assets (including extensions beyond the DIP Closing Date for the perfection of security interests in the assets of the Loan Parties on such date) where it determines, in consultation with the Borrower, that perfection or obtaining of such items cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or the other Loan Documents, and (y) Liens required to be granted from time to time pursuant to the Communications Act for (a) Collateral and Guarantee Requirement and the operation and effectiveness of any grant, right or remedy hereunder or under any Loan Document or (b) taking any action that may be taken by Administrative Agent hereunder or under any Loan Document, such grant, right, remedy or actions will Security Documents shall be subject to such prior FCC approval having been obtained by or exceptions and limitations set forth in favor of Administrative Agentthe Security Documents and, on behalf and for to the ratable benefit of Lenders. Borrower agrees thatextent appropriate in the applicable jurisdiction, during the continuance of an Event of Default and at Administrative Agent’s request, Borrower shall promptly file, or cause to be filed, such applications for approval and shall take all other and further actions required by as otherwise agreed between the Administrative Agent, on behalf Agent and for the ratable benefit of Lenders, to obtain such FCC approvals or consents as are necessary to transfer ownership and control to Administrative Agent or trustee or other fiduciary acting in lieu of Administrative Agent in order to ensure compliance with Section 310(b) of the Communications Act, on behalf and for the ratable benefit of Lenders, or their successors or assigns, of the FCC Licenses held by itBorrower.

Further Assurances; Additional Security. (i) Borrower shall, and shall cause each other Obligor to, from time to time, promptly execute and deliver to Administrative Agent on behalf of Lenders, such additional Security Documents, statements, documents, agreements and reports as it any Lender may from time to time reasonably request to evidence, perfect perfect, convey, grant, assign, transfer, preserve, protect, confirm or otherwise implement or assure the security for repayment of the Obligations; provided that no Obligor shall be required to provide any different type of Collateral from that contemplated for such by the Security Documents to which it is a party as of the Closing Date. Borrower shall, and shall cause each other Obligor to, from time to time, promptly take such additional actions as the Requisite Lenders may reasonably require from time to time in order to carry out more effectively the purposes of the Security Documents. (ii) Notwithstanding anything herein to the contrary, to the extent this Agreement or any other Loan Document purports to require any Credit Party to grant to Administrative Agent, on behalf and for the ratable benefit of Lendersthe Secured Parties, a security interest in the FCC Licenses of such Credit Party, Administrative Agent, on behalf and for the ratable benefit of Lendersthe Secured Parties, shall only have a security interest in such licenses at such times and to the extent that a security interest in such licenses is permitted under applicable law. Notwithstanding anything to the contrary set forth herein, Administrative Agent, on behalf of Lendersthe Secured Parties, agrees that to the extent prior FCC approval is required pursuant to the Communications Act for (a) the operation and effectiveness of any grant, right or remedy hereunder or under any Loan Document or (b) taking any action that may be taken by Administrative Agent or Requisite Lenders hereunder or under any Loan Document, such grant, right, remedy or actions will be subject to such prior FCC approval having been obtained by or in favor of Administrative Agent, on behalf and for the ratable benefit of Lendersthe Secured Parties. Borrower agrees that, during the continuance of an Event of Default and at Administrative Agent’s or Requisite Lenders’ request, Borrower shall promptly file, or cause to be filed, such applications for approval and shall take all other and further actions required by the Administrative AgentAgent or Requisite Lenders, on behalf and for the ratable benefit of Lendersthe Secured Parties, to obtain such FCC approvals or consents as are necessary to transfer ownership and control to Administrative Agent or trustee or other fiduciary acting in lieu of Administrative Agent in order to ensure compliance with Section 310(b) of the Communications Act, on behalf and for the ratable benefit of Lendersthe Secured Parties, or their successors or assigns, of the FCC Licenses held by it.

Further Assurances; Additional Security. (i) Borrower shall, and shall cause each other Obligor to, from time to time, execute and deliver to Administrative Agent on behalf of Lenders, such additional Security Documents, statements, documents, agreements and reports as it may from time to time reasonably request to evidence, perfect or otherwise implement or assure the security for repayment of the Obligations; provided PROVIDED that no Obligor shall be required to provide any different type of Collateral from that contemplated for such by the Security Documents to which it is a party as of the Closing Date. (ii) Notwithstanding anything herein to the contrary, to the extent this Agreement or any other Loan Document purports to require any Credit Party to grant to Administrative Agent, on behalf and for the ratable benefit of Lenders, a security interest in the FCC Licenses of such Credit Party, Administrative Agent, on behalf and for the ratable benefit of Lenders, shall only have a security interest in such licenses at such times and to the extent that a security interest in such licenses is permitted under applicable law. Notwithstanding anything to the contrary set forth herein, Administrative Agent, on behalf of Lenders, agrees that to the extent prior FCC approval is required pursuant to the Communications Act for (a) the operation and effectiveness of any grant, right or remedy hereunder or under any Loan Document or (b) taking any action that may be taken by Administrative Agent hereunder or under any Loan Document, such grant, right, remedy or actions will be subject to such prior FCC approval having been obtained 50 by or in favor of Administrative Agent, on behalf and for the ratable benefit of Lenders. Borrower agrees that, during the continuance of an Event of Default and at Administrative Agent’s 's request, Borrower shall promptly file, or cause to be filed, such applications for approval and shall take all other and further actions required by the Administrative Agent, on behalf and for the ratable benefit of Lenders, to obtain such FCC approvals or consents as are necessary to transfer ownership and control to Administrative Agent or trustee or other fiduciary acting in lieu of Administrative Agent in order to ensure compliance with Section 310(b) of the Communications Act, on behalf and for the ratable benefit of Lenders, or their successors or assigns, of the FCC Licenses held by it.

Further Assurances; Additional Security. (i) Borrower shall, and shall cause each other Obligor to, from time to time, promptly execute and deliver to Administrative Agent on behalf of Lenders, such additional Security Documents, statements, documents, agreements and reports as it may from time to time reasonably request to evidence, perfect convey, grant, assign, transfer, preserve, protect, confirm or otherwise implement or assure the security for repayment of the Obligations; provided that no Obligor shall be required to provide any different type of Collateral from that contemplated for such by the Security Documents to which it is a party as of the Closing Date. Borrower shall, and shall cause each other Obligor to, from time to time, promptly take such additional actions as the Administrative Agent may reasonably require from time to time in order to carry out more effectively the purposes of the Security Documents. (ii) Notwithstanding anything herein to the contrary, to the extent this Agreement or any other Loan Document purports to require any Credit Party to grant to Administrative Agent, on behalf and for the ratable benefit of Lendersthe Secured Parties, a security interest in the FCC Licenses of such Credit Party, Administrative Agent, on behalf and for the ratable benefit of Lendersthe Secured Parties, shall only have a security interest in such licenses at such times and to the extent that a security interest in such licenses is permitted under applicable law. Notwithstanding anything to the contrary set forth herein, Administrative Agent, on behalf of Lendersthe Secured Parties, agrees that to the extent prior FCC approval is required pursuant to the Communications Act for (a) the operation and effectiveness of any grant, right or remedy hereunder or under any Loan Document or (b) taking any action that may be taken by Administrative Agent hereunder or under any Loan Document, such grant, right, remedy or actions will be subject to such prior FCC approval having been obtained by or in favor of Administrative Agent, on behalf and for the ratable benefit of Lendersthe Secured Parties. Borrower agrees that, during the continuance of an Event of Default and at Administrative Agent’s request, Borrower shall promptly file, or cause to be filed, such applications for approval and shall take all other and further actions required by the Administrative Agent, on behalf and for the ratable benefit of Lendersthe Secured Parties, to obtain such FCC approvals or consents as are necessary to transfer ownership and control to Administrative Agent or trustee or other fiduciary acting in lieu of Administrative Agent in order to ensure compliance with Section 310(b) of the Communications Act, on behalf and for the ratable benefit of Lendersthe Secured Parties, or their successors or assigns, of the FCC Licenses held by it.

Further Assurances; Additional Security. (i) Borrower shall, and shall cause each other Obligor to, from time to time, execute and deliver to Administrative Agent on behalf of Lenders, such additional Security Documents, statements, documents, agreements and reports as it may from time to time reasonably request to evidence, perfect or otherwise implement or assure the security for repayment of the Obligations; provided that no Obligor shall be required to provide any different type of Collateral from that contemplated for such by the Security Documents to which it is a party as of the Closing Date. (ii) Notwithstanding anything herein to the contrary, to the extent this Agreement or any other Loan Document purports to require any Credit Party to grant to Administrative Agent, on behalf and for the ratable benefit of Lenders, a security interest in the FCC Licenses of such Credit Party, Administrative Agent, on behalf and for the ratable benefit of Lenders, shall only have a security interest in such licenses at such times and to the extent that a security interest in such licenses is permitted under applicable law. Notwithstanding anything to the contrary set forth herein, Administrative Agent, on behalf of Lenders, agrees that to the extent prior FCC approval is required pursuant to the Communications Act for (a) the operation and effectiveness of any grant, right or remedy hereunder or under any Loan Document or (b) taking any action that may be taken by Administrative Agent hereunder or under any Loan Document, such grant, right, remedy or actions will be subject to such prior FCC approval having been obtained by or in favor of Administrative Agent, on behalf and for the ratable benefit of Lenders. Borrower agrees that, during the continuance of an Event of Default and at Administrative Agent’s request, Borrower shall promptly file, or cause to be filed, such applications for approval and shall take all other and further actions required by the Administrative Agent, on behalf and for the ratable benefit of Lenders, to obtain such 55 FCC approvals or consents as are necessary to transfer ownership and control to Administrative Agent or trustee or other fiduciary acting in lieu of Administrative Agent in order to ensure compliance with Section 310(b) of the Communications Act, on behalf and for the ratable benefit of Lenders, or their successors or assigns, of the FCC Licenses held by it.