Common use of Agreement to Grant Additional Security Clause in Contracts

Agreement to Grant Additional Security. Promptly, and in any event within thirty (30) days after the acquisition by a Borrower or any of its Restricted Domestic Subsidiaries of assets or real or personal property of the type that would have constituted Collateral on the date 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 parcel of real estate or leasehold interest acquired after the Closing Date with a fair market value of less than $1,000,000 or (z) any other asset with a fair market value of less than $100,000 individually, provided that all such other assets collectively have a fair market value of less than $5,000,000) or promptly following request by Administrative Agent or the Collateral Agent with respect to any other collateral deemed material by Administrative Agent or Required Lenders (the “Additional Collateral”), the Borrowers will, and will cause each of their Restricted Domestic Subsidiaries to, take all necessary action, including (i) 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 (ii) with respect to real estate, the execution of a mortgage, the obtaining of title insurance policies, title surveys and real estate appraisals satisfying the Requirements of Law, to grant the Collateral Agent for the benefit of the Secured Parties pursuant to the Security Agreement a perfected Lien (subject only to Permitted Liens) in such 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 thirty 30 days (30or later if Administrative Agent agrees) days after the acquisition by a Borrower the Company or any of its Restricted Domestic Subsidiaries Subsidiary of assets or real or personal property of the type that would have constituted Collateral on the date hereof, in each case in which the Collateral Agent does not have a perfected security interest under the Security Documents or leasehold interests and investments (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 parcel of real estate or leasehold interest acquired after with a fair market value at the Closing Date date of acquisition thereof of less than $3,500,000 or (y) assets with a fair market value of less than $1,000,000 500,000 individually or (z$3,500,000 in the aggregate) any other asset with a fair market value of less than $100,000 individually, provided that all such other assets collectively have a fair market value of less than $5,000,000) or promptly following request by Administrative Agent or the Collateral Agent with respect to any other collateral deemed material by Administrative Agent or Required Lenders (the “"Additional Collateral”"), the Borrowers Company will, and will cause each of their Restricted Domestic its Subsidiaries to, take all necessary action, including (i) 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 (ii) with respect to real estate, the execution of a mortgage, the obtaining of title insurance policies, title surveys and real estate appraisals satisfying the Requirements of Law, to grant the Collateral Agent for the benefit of the Secured Parties Creditors pursuant to the Security Agreement a perfected Lien (subject only to Permitted Liens) in such 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. Promptly(i) Subject to subsection 5.01(m) below, promptly, and in any event within thirty (30) days after the acquisition by a Borrower or any of its Restricted Domestic Subsidiaries of assets or real or personal property of the type that would have constituted constitute Collateral on and investments of the date hereof, in each case in which the type that would constitute 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 parcel of real estate or leasehold interest acquired after the Closing Date assets with a fair market value of less than $1,000,000 or (z) any other asset with a fair market value of less than $100,000 individually50,000), provided that all such other assets collectively have a fair market value of less than $5,000,000) or promptly following request by notify the 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 the Collateral Agent with respect Documents, such assets and investments will become additional Collateral hereunder to any other collateral deemed material by the extent the Administrative Agent or Required Lenders deems the pledge of such assets practicable (the “Additional Collateral”"ADDITIONAL COLLATERAL"), and the Borrowers Borrower will, and will cause each of their Restricted Domestic Subsidiaries toapplicable Loan Party, to take all necessary action, including (i) 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 (ii) with respect to real estate, the execution of a mortgage, the obtaining of title insurance policies, title surveys and real estate appraisals satisfying the Requirements of Law, to grant the Collateral Administrative Agent for the benefit of the Secured Parties pursuant to the Security Agreement a perfected Lien (subject only to Permitted Liens) in such 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 Agreement. (ii) Subject to subsection 5.01(m) below, promptly, and in any event no later than thirty (30) days after a request with respect thereto, cause each Subsidiary Guarantor created or established after the date hereof to grant to the Administrative Agent, for the ratable benefit of the Lenders, a first priority Lien on all property (tangible and intangible) of such Subsidiary Guarantor which constitutes Collateral under the Security Agreement, including, without limitation, all of the capital stock of any of its Domestic Subsidiaries and 65% of the stock of any Foreign Subsidiaries organized under the laws of the United Kingdom and owned directly by it, upon terms similar to those set forth in the Collateral Documents and otherwise satisfactory in form and substance to the Administrative Agent. The Borrower shall cause each Subsidiary Guarantor, at its own expense, to become a party to a Security Agreement and any other Collateral Document and to execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record in any appropriate governmental office, any document or instrument reasonably deemed by the Administrative Agent to be necessary or desirable for the creation and perfection of the foregoing Liens. The Borrower will cause each such Subsidiary Guarantor to take all actions requested by the Administrative Agent (including, without limitation, the filing of UCC-1's) in connection with the granting of such security interests. (iii) Subject to subsection 5.01(m) below, promptly, and in any event not later than thirty (30) days after a request with respect thereto (other than with respect to clause (ii) below), (i) deliver to the Administrative Agent the original of all instruments, documents and chattel paper, and all other Collateral of which the Administrative Agent determines it should have physical possession in order to perfect and protect its security interest therein, duly pledged, endorsed or assigned to the Administrative Agent without restriction; (ii) use commercially reasonable efforts to obtain landlord waivers, in form and substance satisfactory to the Administrative Agent, with respect to any Inventory or other Collateral located at a location that is not owned by the Borrower or a Subsidiary; (iii) deliver to the Administrative Agent warehouse receipts covering any portion of the Inventory or other Collateral located in warehouses and for which warehouse receipts are issued; (iv) when an Event of Default exists, transfer Inventory to locations designated by the Administrative Agent; (v) if any Collateral is at any time in the possession or control of any warehousemen, bailee or the Borrower's agents or processors, notify the Administrative Agent thereof and notify such person of the Administrative Agent's security interest in such Collateral and obtain a landlord waiver or bailee letter, in form and substance satisfactory to the Administrative Agent, from such person and instruct such person to hold all such Collateral for the Administrative Agent's account subject to the Administrative Agent's instructions; (vi) if at any time any Inventory or other Collateral is located on any real property of the Borrower which is subject to a mortgage or other Lien, obtain a mortgagee waiver, in form and substance satisfactory to the Administrative Agent, from the holder of each mortgage or other Lien on such real property; and (vii) take all such other actions and obtain all such other agreements as the Administrative Agent may reasonably deem necessary or desirable in respect of any Collateral. (iv) Subject to subsection 5.01(m) below, the security interests required to be granted pursuant to this Section shall be granted pursuant to the Collateral Documents or, in the Administrative Agent's discretion, such other security documentation (which shall be substantially similar to the Collateral Documents already executed and delivered by the Borrower and the Subsidiary Guarantors) as is satisfactory in form and substance to the Administrative Agent (the "ADDITIONAL COLLATERAL DOCUMENTS") and shall constitute valid and enforceable perfected security interests prior to the rights of all third Persons and subject to no other Liens except Liens permitted under Section 5.02(a). The Additional Collateral Documents and other instruments related thereto shall be duly recorded or filed in such manner and in such places and at such times as are required by law to establish, perfect, preserve and protect the Liens, in favor of the Administrative Agent, for the benefit of the Lender Parties, granted pursuant to the Additional Collateral Documents and, all taxes, fees and other charges payable in connection therewith shall be paid in full by the Borrower. At the time of the execution and delivery of Additional Collateral Documents, the Borrower shall cause to be delivered to the Administrative Agent such agreements, opinions of counsel, and other related documents as may be reasonably requested by the Administrative Agent or the Required Lenders to assure themselves that this Section has been complied with.

Agreement to Grant Additional Security. Promptly, and in any event within thirty (30) 30 days after the acquisition by a Borrower or any Subsidiary Guarantor of its Restricted Domestic Subsidiaries of assets or real or personal property of the type that would have constituted Collateral on the date hereofhereof and investments (including, in each case in which 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 Agent does not have a perfected security interest under on the Security Documents date hereof (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 parcel of real estate with a fair market value at the date of acquisition thereof of less than $2,000,000 or leasehold interest acquired after the Closing Date (y) other assets with a fair market value of less than $1,000,000 or (z2,000,000 in the aggregate) any other asset with a fair market value of less than $100,000 individually, provided that all such other assets collectively have a fair market value of less than $5,000,000) or promptly following request by Administrative Agent or the Collateral Agent with respect to any other collateral deemed material by Administrative Agent or Required Lenders (the “"Additional Collateral”"), the Borrowers Borrower will, and will cause each of their Restricted Domestic Subsidiaries Subsidiary Guarantor to, take all necessary action, including (i) 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 (ii) with respect to real estate, the execution of a mortgage, the obtaining of title insurance policiesMortgage Policies, title surveys and real estate appraisals satisfying the all Requirements of Law, to grant the Collateral Agent Agent, for the benefit of the Secured Parties pursuant to the Security Agreement Creditors, a perfected Lien (subject only to Permitted Liens) in such 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.