Common use of Agreement to Grant Additional Security Clause in Contracts

Agreement to Grant Additional Security. i) Promptly, and in any event within 30 days after the acquisition by Company or any Subsidiary Guarantor of personal property or fee interests in real property of the type that would have constituted Collateral at the date hereof and investments of the type that would have constituted Collateral on the date hereof (other than (x) any fee interest in real property with a Fair Market Value at the date of acquisition thereof of less than $2,000,000 or (y) assets with a Fair Market Value of less than $250,000 individually or $500,000 in the aggregate; provided that if the value of an asset (other than as to a real property or leasehold interest) is more than $500,000, Company shall notify Administrative Agent of the acquisition of such assets and, to the extent not already Collateral which Administrative Agent has a perfected security interest pursuant to Security Documents, such assets will become additional Collateral hereunder to the extent Administrative Agent deems the pledge of such assets practicable) (the “Additional Collateral”), Company will, and will cause each of its Subsidiaries to, take all necessary action, including (A) the filing of appropriate financing statements under the provisions of the UCC, applicable foreign, domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate and (B) with respect to fee interests in real property, the execution of a mortgage, the obtaining of mortgagee title insurance policies, title surveys (either recent or existing) and real estate appraisals satisfying Requirements of Law, to grant the Administrative Agent for the benefit of the Secured Creditors pursuant to the Security Documents a Lien (subject only to Permitted Liens and perfected to the extent required by the Security Documents) in such Additional Collateral pursuant to and to the full extent required by the Security Documents and this Agreement.

Agreement to Grant Additional Security. i) Promptly, and in any event within 30 days after the acquisition by Company or any Subsidiary Guarantor of personal property or fee interests in real property of the type that would have constituted Collateral at the date hereof and investments of the type that would have constituted Collateral on the date hereof (other than (x) any fee interest in real property with a Fair Market Value at the date of acquisition thereof of less than $2,000,000 or (y) assets with a Fair Market Value of less than $250,000 individually or $500,000 in the aggregate; provided that if the value of an asset (other than as to a real property or leasehold interest) is more than $500,000, Company shall notify Administrative Agent of the acquisition of such assets and, to the extent not already Collateral which Administrative Agent has a perfected security interest pursuant to Security Documents, such assets will become additional Collateral hereunder to the extent Administrative Agent deems the pledge of such assets practicable) (the “Additional Collateral”), Company will, and will cause each of its Subsidiaries to, take all necessary action, including (A) the filing of appropriate financing statements under the provisions of the UCC, applicable foreign, domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate and (B) with respect to fee interests in real property, the execution of a mortgage, the obtaining of mortgagee title insurance policies, title surveys (either recent or existing) and real estate appraisals satisfying Requirements of Law, to grant the Administrative Collateral Agent for the benefit of the Secured Creditors pursuant to the Security Documents a Lien (subject only to Permitted Liens and perfected to the extent required by the Security Documents) in such Additional Collateral pursuant to and to the full extent required by the Security Documents and this Agreement.

Agreement to Grant Additional Security. i) Promptly, and in any event within 30 thirty (30) days after the acquisition by Company a Borrower or any Subsidiary Guarantor of its Restricted Domestic Subsidiaries of assets or real or personal property or fee interests in real property of the type that would have constituted Collateral at the date hereof and investments of the type that would have constituted Collateral on the date hereof hereof, in each case in which the Collateral Agent does not have a perfected security interest under the Security Documents (other than (v) equipment subject to Liens permitted under Section 8.1(b) under agreements which prohibit the creation of additional Liens on such assets, (w) the property subject to the Headquarters Mortgage Loan Documents, (x) Capital Stock of a Subsidiary (which is governed by clause (c) below), (y) any fee parcel of real estate or leasehold interest in real property acquired after the Closing Date with a Fair Market Value at the date of acquisition thereof fair market value of less than $2,000,000 1,000,000 or (yz) assets any other asset with a Fair Market Value fair market value of less than $250,000 individually or $500,000 in the aggregate; 100,000 individually, provided that if the all such other assets collectively have a fair market value of an asset (other than as to a real property or leasehold interest) is more less than $500,000, Company shall notify 5,000,000) or promptly following request by Administrative Agent of or the acquisition of such assets and, Collateral Agent with respect to the extent not already Collateral which any other collateral deemed material by Administrative Agent has a perfected security interest pursuant to Security Documents, such assets will become additional Collateral hereunder to the extent Administrative Agent deems the pledge of such assets practicable) or Required Lenders (the “Additional Collateral”), Company the Borrowers will, and will cause each of its their Restricted Domestic Subsidiaries to, take all necessary action, including (Ai) the filing of appropriate financing statements under the provisions of the UCC, applicable foreign, domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate and (Bii) with respect to fee interests in real propertyestate, the execution of a mortgage, the obtaining of mortgagee title insurance policies, title surveys (either recent or existing) and real estate appraisals satisfying the Requirements of Law, to grant the Administrative Collateral Agent for the benefit of the Secured Creditors Parties pursuant to the Security Documents Agreement a perfected Lien (subject only to Permitted Liens and perfected to the extent required by the Security DocumentsLiens) in such Additional Collateral pursuant to and to the full extent required by the Security Documents and this Agreement.

Agreement to Grant Additional Security. (i) Promptly, and in any event within 30 days (or later if Administrative Agent agrees) after the acquisition by the Company or any Domestic Subsidiary Guarantor of assets or real or personal property or fee leasehold interests in real property of the type that would have constituted Collateral at the date hereof and investments of the type that would have constituted Collateral on the date hereof (other than (x) any fee parcel of real estate or leasehold interest in real property with a Fair Market Value fair market value at the date of acquisition thereof of less than $2,000,000 3,500,000 or (y) assets with a Fair Market Value fair market value of less than $250,000 500,000 individually or $500,000 3,500,000 in the aggregate; provided that if the value of an asset (other than as to a real property or leasehold interest) is more than $500,000, Company shall notify Administrative Agent of the acquisition of such assets and, to the extent not already Collateral which Administrative Agent has a perfected security interest pursuant to Security Documents, such assets will become additional Collateral hereunder to the extent Administrative Agent deems the pledge of such assets practicable) (the “"Additional Collateral”"), the Company will, and will cause each of its Subsidiaries to, take all necessary action, including (Ai) the filing of appropriate financing statements under the provisions of the UCC, applicable foreign, domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate and (Bii) with respect to fee interests in real propertyestate, the execution of a mortgage, the obtaining of mortgagee title insurance policies, title surveys (either recent or existing) and real estate appraisals satisfying Requirements of Law, to grant the Administrative Collateral Agent for the benefit of the Secured Creditors pursuant to the Security Documents Agreement a perfected Lien (subject only to Permitted Liens and perfected to the extent required by the Security DocumentsLiens) in such Additional Collateral pursuant to and to the full extent required by the Security Documents and this Agreement; and (ii) promptly, and in any event within 30 days (or later if Administrative Agent agrees) after the acquisition by any Foreign Security Subsidiary of assets of the type that would have constituted Collateral on the Effective Date in the relevant jurisdiction pursuant to any Foreign Security Document, or, in the case of a Foreign Security Subsidiary designated as such pursuant to Section 7.11(a)(iii), on the date such Subsidiary executes the Foreign Security Documents, (other than (x) any parcel of real estate or leasehold interest with a fair market value at the date of acquisition thereof of less than $3,500,000 or (y) assets with a fair market value of less than $500,000 individually or $3,500,000 in the aggregate) (the "Additional Foreign Collateral"), the Company will, and will cause each appropriate Foreign Security Subsidiary to, take all necessary action, including the filing of appropriate financing statements, under the provisions of applicable laws, rules or regulations in each of the offices where such filing is necessary or appropriate, or entering into or amending any Foreign Security Document and with respect to real estate, the execution of a mortgage, the obtaining of title insurance policies, title surveys and real estate appraisals satisfying Requirements of Law and customs in the relevant jurisdiction, to grant to the Collateral Agent for its benefit and the benefit of the Secured Creditors a perfected Lien (subject only to Permitted Liens) on such Additional Foreign Collateral pursuant to and to the full extent required by this Agreement.

Agreement to Grant Additional Security. i(a) Promptly, and in any event within 30 thirty (30) days after the acquisition by Company the Borrower or any Subsidiary Guarantor of personal property or fee interests in real property (i) assets of the type that would have constituted Collateral at the date hereof and investments of the type that would have constituted Collateral on the date hereof (other than (x) any fee interest in real property assets with a Fair Market Value at the date of acquisition thereof fair market value of less than $2,000,000 100,000), including the capital stock of any direct or indirect Subsidiary of the Borrower or (yii) assets with a Fair Market Value of less than $250,000 individually or $500,000 in any Mortgaged Property, notify the aggregate; provided that if the value of an asset (other than as to a real property or leasehold interest) is more than $500,000, Company shall notify Administrative Agent of the acquisition of such assets or investments or Mortgaged Property and, to the extent not already Collateral in which the Administrative Agent has a perfected security interest pursuant to Security the Collateral Documents, such assets and investments and Mortgaged Property will become additional Collateral hereunder to the extent the Administrative Agent deems the pledge of such assets or mortgage of such Mortgaged Property practicable) (, and the “Additional Collateral”), Company Borrower will, and will cause each of its Subsidiaries Subsidiary Guarantor to, take all necessary action, including (A) the filing of appropriate financing statements under the provisions of the UCCUniform Commercial Code, applicable foreign, domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate and (B) with respect to fee interests in real property, the execution of a mortgage, the obtaining of mortgagee title insurance policies, title surveys (either recent or existing) and real estate appraisals satisfying Requirements of Law, to grant the Administrative Agent for the benefit of the Secured Creditors pursuant to the Security Documents a perfected Lien (subject only to Permitted Liens and perfected to the extent required by the Security Documents) in such Additional Collateral (or comparable interest under foreign law in the case of foreign Collateral) or perfected mortgage on such Mortgaged Property pursuant to and to the full extent required by the Security Collateral Documents and this Agreement.

Agreement to Grant Additional Security. i) Promptly, and in any event within 30 days (unless otherwise extended at the discretion of the Administration Agent) after the acquisition by Company the Borrower or any Domestic Subsidiary Guarantor of assets or real or personal property or fee leasehold interests in real property of the type that would have constituted Collateral at the date hereof and investments of the type that would have constituted Collateral on the date hereof (other than (x) any fee interest hereof, in real property with a Fair Market Value at each case in which the date of acquisition thereof of less than $2,000,000 Collateral Agent or (y) assets with a Fair Market Value of less than $250,000 individually or $500,000 in the aggregate; provided that if the value of an asset (other than as to a real property or leasehold interest) is more than $500,000, Company shall notify Administrative Agent of the acquisition of such assets and, to the extent does not already Collateral which Administrative Agent has have a perfected security interest pursuant to under the Security Documents, such assets will become additional Collateral hereunder to Documents (other than any Excluded Property) and within 30 days (unless otherwise extended at the extent discretion of the Administration Agent) after request by the Administrative Agent deems or Collateral Agent with respect to any other after acquired collateral deemed material by the pledge of such assets practicable) (Administrative Agent or Required Lenders, the “Additional Collateral”), Company Borrower will, and will cause each of its their respective Domestic Subsidiaries to, take all necessary action, including (Ai) the filing of appropriate financing statements under the provisions of the UCC, applicable foreign, domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate and (B) with respect to fee interests in real property, the execution of a mortgage, the obtaining of mortgagee title insurance policies, title surveys (either recent or existing) and real estate appraisals satisfying Requirements of Law, to grant the Collateral Agent or the Administrative Agent for the benefit of the Secured Creditors Parties pursuant to the Collateral Security Documents Agreement a perfected Lien (subject only to Permitted Liens and perfected to the extent required by the Security DocumentsLiens) in such Additional Collateral pursuant to and to the full extent required by the Security Documents and this AgreementAgreement and (ii) with respect to real estate, (A) the execution of a Mortgage, (B) to the extent reasonably requested by the Administrative Agent, an opinion with respect to such Mortgage from local counsel to the Borrower addressed to the Administrative Agent and each of the Lenders and dated the date of such Mortgage, in form and substance reasonably satisfactory to the Administrative Agent, (C) the obtaining of title insurance policies or indemnification agreements satisfactory to the Administrative Agent, (D) the obtaining of title surveys, (E) reimbursement of the Administrative Agent’s reasonable costs of real estate appraisals but only to the extent the Administrative Agent is required to obtain any such real estate appraisals pursuant to the Requirement of Law and (F) delivery of a copy of, or a certificate as to coverage under, the insurance policies required under Section 7.8 hereof and the applicable provisions of the Mortgage, endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payee or mortgagee endorsement and naming the Collateral Agent on behalf of the Secured Parties as mortgagee, loss payee or additional insured (as applicable) and otherwise in form and substance reasonably satisfactory to the Administrative Agent.

Agreement to Grant Additional Security. (i) PromptlySubject to subsection 5.01(n) below, promptly, and in any event within 30 thirty (30) days after the acquisition by Company or any Subsidiary Guarantor of personal property or fee interests in real property assets of the type that would have constituted Collateral at the date hereof Initial Funding Date and investments of the type that would have constituted Collateral on the date hereof Initial Funding Date (other than (x) any fee interest in real property assets with a Fair Market Value at the date of acquisition thereof fair market value of less than $2,000,000 or (y) assets with a Fair Market Value of less than $250,000 individually or $500,000 in 100,000), notify the aggregate; provided that if the value of an asset (other than as to a real property or leasehold interest) is more than $500,000, Company shall notify Administrative Agent of the acquisition of such assets or investments and, to the extent not already Collateral in which the Administrative Agent has a perfected security interest pursuant to Security the Collateral Documents, such assets and investments will become additional Collateral hereunder to the extent the Administrative Agent deems the pledge of such assets practicable) practicable (the “"Additional Collateral”"), Company and the Borrower will, and will cause each of its Subsidiaries toapplicable Subsidiary, to take all necessary action, including (A) providing appropriate lien searches and the filing of appropriate financing 95 statements under the provisions of the UCC, applicable foreign, domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate and to (BA) with respect to fee interests in real property, the execution of a mortgage, the obtaining of mortgagee title insurance policies, title surveys (either recent or existing) and real estate appraisals satisfying Requirements of Law, to grant the Administrative Agent Agent, for itself and ratably for the benefit of the Secured Creditors pursuant to Lender Parties and the Security Documents Hedge Banks, a perfected first priority Lien (subject only to other than Permitted Liens and perfected to the extent required by the Security DocumentsLiens) in such Additional Collateral (or comparable interest under foreign law in the case of foreign Collateral) pursuant to and to the full extent required by the Security Collateral Documents and this AgreementAgreement and (B) otherwise to the Administrative Agent any and all other agreements, documents and/or contracts which were similarly executed and/or delivered to the Administrative Agent at or prior to the Initial Funding Date with respect to such grant of a security interest.

Agreement to Grant Additional Security. i) Promptly, and in any event within 30 days after the acquisition by Company Borrower or any Domestic Subsidiary Guarantor of assets or real or personal property or fee leasehold interests in real property of the type that would have constituted Collateral at the date hereof and investments of the type that would have constituted Collateral on the date hereof hereof, in each case located in the United States of America and not already subject to a prior Permitted Lien (other than (x) any fee interest in parcel of real property estate with a Fair Market Value fair market value at the date of acquisition thereof of less than $2,000,000 1,000,000 or (y) assets with a Fair Market Value fair market value of less than $250,000 individually or $500,000 1,000,000 in the aggregate; provided PROVIDED that if the value of an asset (other than as to a real property or leasehold interest) is more than $500,000250,000, Company Borrower shall notify Administrative Agent of the acquisition of such assets and, to the extent not already Collateral which Administrative Agent has a perfected security interest pursuant to Security Documents, such assets will become additional Collateral hereunder to the extent Administrative Agent deems the pledge of such assets practicable) (the “Additional Collateral”"ADDITIONAL COLLATERAL"), Company Holdings and Borrower will, and will cause each of its Domestic Subsidiaries to, take all necessary action, including (Ai) the filing of appropriate financing statements under the provisions of the UCC, applicable foreign, domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate and (Bii) with respect to fee interests in real propertyestate, the execution of a mortgage, the obtaining of mortgagee title insurance policiesMortgage Policies, title surveys (either recent or existing) and real estate appraisals satisfying all Requirements of Law, to grant the Administrative Agent for the benefit of the Secured Creditors pursuant to the Security Documents a perfected Lien (subject only to Permitted Liens and perfected to the extent required by the Security Documents) in such Additional Collateral (or comparable interest under foreign law in the case of foreign Collateral) pursuant to and to the full extent required by the Security Documents and this Agreement.

Agreement to Grant Additional Security. (i) Promptly, and in any event within 30 thirty days after the acquisition by Company or any Subsidiary Guarantor of personal property or fee interests in real property of the type that would have constituted Collateral at the date hereof and investments of the type that would have constituted Collateral on the date hereof (other than (x) any fee interest in real property with a Fair Market Value at the date of acquisition thereof of less than $2,000,000 or (y) assets with a Fair Market Value of less than $250,000 individually or $500,000 in the aggregate; provided that if the value of an asset (other than as to a real property or leasehold interest) is more than $500,000, Company shall notify Administrative Collateral Agent of the acquisition of such assets and, to the extent not already Collateral in which Administrative Collateral Agent has a perfected security interest pursuant to Security Documents, such assets will become additional Collateral hereunder to the extent Administrative Collateral Agent deems the pledge of such assets practicable) (the “Additional Collateral”), Company will, and will cause each of its Subsidiaries to, take all necessary action, including (A) the filing of appropriate financing statements under the provisions of the UCC, applicable foreign, domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate and (B) with respect to fee interests in real property, the execution of a mortgage, the obtaining of mortgagee title insurance policies, title surveys (either recent or existing) and real estate appraisals satisfying Requirements of Law, to grant the Administrative Collateral Agent for the benefit of the Secured Creditors pursuant to the Security Documents a Lien (subject only to Permitted Liens and perfected to the extent required by the Security Documents) in such Additional Collateral pursuant to and to the full extent required by the Security Documents and this Agreement.

Agreement to Grant Additional Security. i) Promptly, and in any event within 30 days after the acquisition by Company Borrower or any Subsidiary Guarantor of real or personal property or fee interests in real property of the type that would have constituted Collateral at on the date hereof and investments (including, without limitation, Capital Stock of Domestic Subsidiaries and Capital Stock of Foreign Subsidiaries owned directly by Borrower or a Domestic Subsidiary) of the type that would have constituted Collateral on the date hereof (other than (x) any fee interest in parcel of real property estate with a Fair Market Value fair market value at the date of acquisition thereof of less than $2,000,000 or (y) other assets with a Fair Market Value fair market value of less than $250,000 individually or $500,000 2,000,000 in the aggregate; provided that if the value of an asset (other than as to a real property or leasehold interest) is more than $500,000, Company shall notify Administrative Agent of the acquisition of such assets and, to the extent not already Collateral which Administrative Agent has a perfected security interest pursuant to Security Documents, such assets will become additional Collateral hereunder to the extent Administrative Agent deems the pledge of such assets practicable) (the “"Additional Collateral”"), Company Borrower will, and will cause each of its Subsidiaries Subsidiary Guarantor to, take all necessary action, including (Ai) the filing of appropriate financing statements under the provisions of the UCC, applicable foreign, domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate and (Bii) with respect to fee interests in real propertyestate, the execution of a mortgage, the obtaining of mortgagee title insurance policiesMortgage Policies, title surveys (either recent or existing) and real estate appraisals satisfying all Requirements of Law, to grant the Administrative Agent Collateral Agent, for the benefit of the Secured Creditors pursuant to the Security Documents Creditors, a perfected Lien (subject only to Permitted Liens and perfected to the extent required by the Security Documents) in such Additional Collateral pursuant to and to the full extent required by the Security Documents and this Agreement; provided, however, that Borrower shall only be required to obtain real estate appraisals if and to the extent Administrative Agent determines, in its sole discretion, that such appraisals are required in order for Administrative Agent, Collateral Agent or the Lenders to comply with all Requirements of Law.

Agreement to Grant Additional Security. i(a) Promptly, and in any event within 30 thirty (30) days after the acquisition by Company the Borrower or any Subsidiary Guarantor of personal property or fee interests in real property (i) assets of the type that would have constituted Collateral at the date hereof and investments of the type that would have constituted Collateral on the date hereof (other than (x) any fee interest in real property assets with a Fair Market Value at the date of acquisition thereof fair market value of less than $2,000,000 100,000), including the capital stock of any direct or indirect Subsidiary of the Borrower or (yii) assets with a Fair Market Value of less than $250,000 individually or $500,000 in any Mortgaged Property, notify the aggregate; provided that if the value of an asset (other than as to a real property or leasehold interest) is more than $500,000, Company shall notify Administrative Agent of the acquisition of such assets or investments or Mortgaged Property and, to the extent not already Collateral in which the Administrative Agent has a perfected security interest pursuant to Security the Collateral Documents, such assets and investments and Mortgaged Property will become additional Collateral hereunder to the extent the Administrative Agent deems the pledge of such assets practicable) or mortgage of such Mortgaged Property practicable (the “"Additional Collateral”"), Company and the Borrower will, and will cause each of its Subsidiaries Subsidiary Guarantor to, take all necessary action, including (A) the filing of appropriate financing statements under the provisions of the UCC, applicable foreign, domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate and (B) with respect to fee interests in real property, the execution of a mortgage, the obtaining of mortgagee title insurance policies, title surveys (either recent or existing) and real estate appraisals satisfying Requirements of Law, to grant the Administrative Agent for the benefit of the Secured Creditors pursuant to the Security Documents a perfected Lien (subject only to Permitted Liens and perfected to the extent required by the Security Documents) in such Additional Collateral (or comparable interest under foreign law in the case of foreign Collateral) or perfected mortgage on such Mortgaged Property pursuant to and to the full extent required by the Security Collateral Documents and this Agreement.