Common use of Additional Security; Further Assurances Clause in Contracts

Additional Security; Further Assurances. (a) The Borrower shall (i) by no later than August 31, 1997, grant the Collateral Agent security interests in and mortgages on its Leaseholds. fixtures and improvements relating to the Designated Stores, and take all actions with respect thereto required by this Section 7.11(a) and (ii) within 30 days of a request therefor from the Agent, grant, or cause its Subsidiaries to grant, as the case may be, to the Collateral Agent security interests in and mortgages on such other assets and properties of the Borrower or its Subsidiaries as are not covered by original Security Documents. Such security interests and mortgages shall be granted pursuant to documentation satisfactory in form and substance to the Agent and shall constitute valid and enforceable perfected security interests superior to and prior to the rights of all third persons and subject to no other Liens except as are permitted by Section 8.2 at the time of perfection thereof. The Additional Security Documents or other instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent for the benefit of the Secured Parties, required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. In addition, to the extent that the Agent has temporarily waived compliance with Sections 5.1(f) and/or 5.1(z), the Borrower will, and will cause each of its Subsidiaries to, take such action as shall be necessary to carry out the intent and purposes of such sections.

Additional Security; Further Assurances. (a) The Borrower shall will, and will cause each of its Domestic Subsidiaries (iand to the extent Section 8.14 is operative, each of its Foreign Subsidiaries) to, within five days after the acquisition by no later than August 31the Borrower or any such Subsidiary of any Real Property with a fair market value (net of the principal amount of any Indebtedness secured by such Real Property and which is to remain outstanding after the acquisition thereof) of $2,000,000 or more (each an "Additional Mortgaged Property"), 1997, grant give notice thereof to the Administrative Agent and thereafter deliver to the Collateral Agent security interests in and mortgages on its Leaseholds. fixtures and improvements relating to a mortgage or deed of trust (each, an "Additional Mortgage") securing the Designated Stores, and take all actions with respect thereto required by this Section 7.11(a) and (ii) within 30 days Obligations of a request therefor from the Agent, grant, Borrower or cause its Subsidiaries to grantsuch Subsidiary, as the case may be, to the Collateral Agent security interests in and mortgages on such other assets and properties of the Borrower or its Subsidiaries as are not covered by original Security Documents. Such security interests and mortgages shall be granted pursuant to documentation satisfactory in form and substance reasonably satisfactory to the Agent and Administrative Agent, each of which Additional Mortgages shall constitute valid and enforceable perfected security interests superior to and prior to mortgages on the rights of all third persons and respective Additional Mortgaged Properties subject to no other Liens except as are permitted by Section 8.2 at the time of perfection thereoffor Permitted Liens. The Each Additional Security Documents Mortgage or other instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent for the benefit of the Secured Parties, required to be granted pursuant to the such Additional Security Documents Mortgage and all taxes, fees and other charges payable in connection therewith shall have been paid in full. In addition, to the extent that the Agent has temporarily waived compliance with Sections 5.1(f) and/or 5.1(z), the Borrower will, and will cause each of its Subsidiaries to, take such action as shall be necessary to carry out the intent and purposes of such sections.

Additional Security; Further Assurances. (a) The Borrower shall will, and will cause each of its Wholly-Owned Domestic Subsidiaries (iand to the extent Section 8.12 is operative, each of its Wholly-Owned Foreign Subsidiaries) by no later than August 31, 1997to, grant the Collateral Agent security interests in and mortgages on its Leaseholds. fixtures and improvements relating to the Designated Stores, and take all actions with respect thereto required by this Section 7.11(a) and (ii) within 30 days of a request therefor from the Agent, grant, or cause its Subsidiaries to grant, as the case may be, to the Collateral Agent security interests in and mortgages on in such other assets and properties real property of the Borrower or and its Subsidiaries as are not covered by the original Security Documents, in each case to the extent requested from time to time by the Administrative Agent or the Required Lenders (collectively, the "Additional Security Documents"). Such All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Agent and shall constitute valid and enforceable perfected security interests interests, hypothecations and mortgages superior to and prior to the rights of all third persons Persons and enforceable as against third parties and subject to no other Liens except as are permitted by Section 8.2 at the time of perfection thereoffor Permitted Liens. The Additional Security Documents or other instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent for the benefit of the Secured Parties, required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. In additionNotwithstanding the foregoing, this Section 8.11(a) shall not apply to the extent that the Agent has temporarily waived compliance with Sections 5.1(f) and/or 5.1(z), (and the Borrower will, and will cause each of its Subsidiaries to, take such action shall not be required to grant a mortgage in) any Leasehold or any owned Real Property the fair market value of which (as shall be necessary to carry out determined in good faith by senior management of the intent and purposes of such sectionsBorrower) is less than $5,000,000.

Additional Security; Further Assurances. (a) The Borrower shall Each Credit --------------------------------------- Agreement Party will, and will cause each of its Subsidiaries (iother than the Xxxxxx Subsidiary) by no later than August 31, 1997to, grant the Collateral Agent security interests in and mortgages on its Leaseholds. fixtures and improvements relating to the Designated Stores, and take all actions with respect thereto required by this Section 7.11(a) and (ii) within 30 days of a request therefor from the Agent, grant, or cause its Subsidiaries to grant, as the case may be, to the Collateral Agent security interests in and mortgages on in such other assets and properties of the Borrower or Holdings and its Subsidiaries (except (i) the capital stock of the Xxxxxx Subsidiary so long as same is prohibited from being pledged pursuant to a Lien permitted under this Agreement and (ii) those assets and property specifically excluded from the Security Agreement Collateral and the other Pledge Agreement Collateral) as are not covered by the original Security Documents, and as may be reasonably requested from time to time by the Syndication Agent, the Administrative Agent or the Required Lenders (collectively, the "Additional Security Documents"). Such All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Syndication Agent and the Administrative Agent and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third persons Persons and subject to no other Liens except as are permitted by Section 8.2 at the time of perfection thereoffor Permitted Liens. The Additional Security Documents or other instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent for the benefit of the Secured Parties, required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. In addition, to the extent that the Agent has temporarily waived compliance with Sections 5.1(f) and/or 5.1(z), the Borrower will, and will cause each of its Subsidiaries to, take such action as shall be necessary to carry out the intent and purposes of such sections.

Additional Security; Further Assurances. (a) The Borrower shall --------------------------------------- will, and will cause each of its Wholly-Owned Domestic Subsidiaries (iand to the extent Section 8.12 is operative, each of its Wholly-Owned Foreign Subsidiaries) by no later (other than August 31a Shell Company, 1997so long as it remains a Shell Company) to, grant the Collateral Agent security interests in and mortgages on its Leaseholds. fixtures and improvements relating to the Designated Stores, and take all actions with respect thereto required by this Section 7.11(a) and (ii) within 30 days of a request therefor from the Agent, grant, or cause its Subsidiaries to grant, as the case may be, to the Collateral Agent security interests in and mortgages on in such other assets and properties real property of the Borrower or and its Wholly-Owned Subsidiaries as are not covered by the original Security Documents, and as may be requested from time to time by the Administrative Agent or the Required Banks (collectively, the "Additional Security Documents"). Such All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Agent and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third persons Persons and subject to no other Liens except as are permitted by Section 8.2 at the time of perfection thereoffor Permitted Liens. The Additional Security Documents or other instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent for the benefit of the Secured Parties, required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. In additionNotwithstanding the foregoing, this Section 8.11(a) shall not apply to the extent that the Agent has temporarily waived compliance with Sections 5.1(f) and/or 5.1(z), (and the Borrower will, and will cause each of its Subsidiaries to, take such action shall not be required to grant a mortgage in) any Real Property the fair market value of which (as shall be necessary to carry out determined in good faith by senior management of the intent and purposes of such sectionsBorrower) is less than $500,000.

Additional Security; Further Assurances. (a) The Borrower shall --------------------------------------- will, and will cause each of its Wholly-Owned Domestic Subsidiaries (iand to the extent Section 8.12 is operative, each of its Wholly-Owned Foreign Subsidiaries) by no later than August 31, 1997to, grant the Collateral Agent security interests in and mortgages on its Leaseholds. fixtures and improvements relating to the Designated Stores, and take all actions with respect thereto required by this Section 7.11(a) and (ii) within 30 days of a request therefor from the Agent, grant, or cause its Subsidiaries to grant, as the case may be, to the Collateral Agent security interests in and mortgages on in such other assets and properties real property of the Borrower or and its Subsidiaries as are not covered by the original Security Documents, in each case to the extent requested from time to time by the Administrative Agent or the Required Banks (collectively, the "Additional Security Documents"). Such All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Agent and shall constitute valid and enforceable perfected security interests interests, hypothecations and mortgages superior to and prior to the rights of all third persons Persons and enforceable as against third parties and subject to no other Liens except as are permitted by Section 8.2 at the time of perfection thereoffor Permitted Liens. The Additional Security Documents or other instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent for the benefit of the Secured Parties, required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. In additionNotwithstanding the foregoing, this Section 8.11(a) shall not apply to the extent that the Agent has temporarily waived compliance with Sections 5.1(f) and/or 5.1(z), (and the Borrower will, and will cause each of its Subsidiaries to, take such action shall not be required to grant a mortgage in) any Real Property the fair market value of which (as shall be necessary to carry out determined in good faith by senior management of the intent and purposes of such sectionsBorrower) is less than $5,000,000.