Common use of Covenant to Give Security Clause in Contracts

Covenant to Give Security. Upon the acquisition of any Property, in the case of Property other than Real Property, subject to the terms and conditions in the Security Agreement, by any Loan Party, and such Property, in the judgment of the Administrative Agent, shall not already be subject to a Lien and perfected first priority security interest (except that Liens expressly permitted by Section 5.02(a), including first priority Liens on ABL Priority Collateral securing payment of the ABL Obligations, may exist) in favor of the Term Loan Collateral Agent for the benefit of the Term Loan Secured Parties, then in each case at the Borrower’s expense: (i) within five (5) Business Days (or such longer period as the Administrative Agent may agree in its discretion) after such acquisition, furnish to the Administrative Agent and the Term Loan Collateral Agent a description of the real and personal properties so acquired, in each case in detail reasonably satisfactory to the Administrative Agent; and (ii) promptly, but in any event within thirty (30) days after such acquisition, take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, surveys, estoppel and consent agreements of lessors, title insurance policies (such title insurance policies insuring the mortgages to be valid first subsisting Liens on the property described therein, free of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Permitted Liens, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents and for mechanics’ and materialmen’s Liens) and direct access), documents, instruments, agreements, opinions and certificates with respect to such Property as the Administrative Agent shall reasonably request to create (and provide evidence thereof) a valid and perfected first priority Liens (except that Liens expressly permitted by Section 5.02(a), including first priority Liens on Receivables securing payment of the ABL Obligations, may exist) on such Property in favor of the Term Loan Collateral Agent (for the benefit of the Term Loan Secured Parties).

Covenant to Give Security. Upon the acquisition of any Property, in the case of Property other than Real Property, subject to the terms and conditions in the Security Agreement, by any Loan Party, and such Property, in the judgment of the Administrative Agent, shall not already be subject to a Lien and perfected first priority security interest (except that Liens expressly permitted by Section 5.02(a), including first priority Liens on ABL Priority Collateral securing payment of the ABL Obligations, may exist) in favor of the Term Loan Collateral Agent for the benefit of the Term Loan Secured Parties, then in each case at the Borrower’s expense: (i) 1. within five (5) Business Days (or such longer period as the Administrative Agent may agree in its discretion) after such acquisition, furnish to the Administrative Agent and the Term Loan Collateral Agent a description of the real and personal properties so acquired, in each case in detail reasonably satisfactory to the Administrative Agent; and (ii) 2. promptly, but in any event within thirty (30) days after such acquisition, take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, surveys, estoppel and consent agreements of lessors, title insurance policies (such title insurance policies insuring the mortgages to be valid first subsisting Liens on the property described therein, free of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Permitted Liens, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents and for mechanics’ and materialmen’s Liens) and direct access), documents, instruments, agreements, opinions and certificates with respect to such Property as the Administrative Agent shall reasonably request to create (and provide evidence thereof) a valid and perfected first priority Liens (except that Liens expressly permitted by Section 5.02(a), including first priority Liens on Receivables securing payment of the ABL Obligations, may exist) on such Property in favor of the Term Loan Collateral Agent (for the benefit of the Term Loan Secured Parties).

Covenant to Give Security. Upon the acquisition of any PropertyExcept with respect to Excluded Property (and in all cases subject to Section 6.19): (a) Cause each Loan Party (in each case, whether now or hereafter existing) to grant or cause to be granted a first priority perfected security interest in the case of Property other than Real Propertyfollowing (in each case, subject to the terms and conditions in the Security Agreement, by any Loan Party, and such extent not constituting Excluded Property, in the judgment of the Administrative Agent, shall not already be subject to a Lien and perfected first priority security interest (except that Liens expressly permitted by Section 5.02(a), including first priority Liens on ABL Priority Collateral securing payment of the ABL Obligations, may exist) in favor of the Term Loan Collateral Agent for the benefit of the Term Loan Secured Parties, then in each case at to secure the Borrower’s expenseObligations, in each case on the Initial Funding Date (or with respect to any Subsidiary that becomes a Guarantor af- ter the Initial Funding Date pursuant to Section 6.14, on the date such Subsidiary becomes a Guarantor) or, if acquired thereafter, within forty-five (45) days (or such later date as the Admin- istrative Agent may agree in its sole discretion) of the acquisition thereof: (i) within five (5A) Business Days one hundred percent (100%) of the issued and outstanding Eq- uity Interests of such Loan Party and (B) one hundred percent (100%) of the is- sued and outstanding Equity Interests of any Restricted Subsidiary directly held by such Loan Party; and (ii) except to the extent otherwise provided under any Collateral Docu- ment, substantially all tangible and intangible assets of each Loan Party (includ- ing, without limitation, accounts receivable, inventory, equipment, investment property, Intellectual Property, intercompany receivables, other general intangi- bles (including contract rights) and proceeds of the foregoing); (b) Except to the extent otherwise provided under any Collateral Document, cause each Loan Party to deliver to the Administrative Agent all certificates, agreements, documents and instruments, including Uniform Commercial Code financing statements, required by the Col- lateral Documents or by the requirements of Law or reasonably requested by the Administrative Agent to be filed, delivered, registered or recorded to create the Liens intended to be created by the Collateral Documents and perfect such Liens; provided that any grants of security interests in real property shall be limited to Material Real Property. (c) Within ninety (90) days (or such longer period later date as the Administrative Agent may agree in its sole discretion) of (x) the Initial Funding Date, with respect to any Material Real Property owned by any Loan Party on the Initial Funding Date or (y) the date of acquisition of any Mate- rial Real Property, if acquired after such acquisitionthe Initial Funding Date, furnish except to the extent otherwise pro- vided under any Collateral Document, cause each Loan Party to deliver to the Administrative Agent (i) counterparts of a Mortgage with respect to each Material Real Property, duly executed and delivered by the Term Loan Collateral Agent a description record owner of the real and personal properties so acquiredsuch property, in each case in detail reasonably satisfactory to the Administrative Agent; and (ii) promptly, but in any event within thirty (30) days after such acquisition, take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, surveys, estoppel and consent agreements of lessors, a title insurance policies policy for such Mort- gaged Property (such or marked-up title insurance policies commitment having the effect of a title insurance policy) (the “Mortgage Policies”) insuring the mortgages to be Lien of each such Mortgage as a valid first subsisting Liens prior- ity Lien on the property described therein, free of any other Liens except Permitted Liens, in an amount reasonably acceptable to the Administrative Agent, together with such endorsements, co- insurance and reinsurance as the Administrative Agent may reasonably request and to the extent available in each applicable jurisdiction, (iii) a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each Mortgaged Prop- erty, (iv) opinions, addressed to the Administrative Agent and the Secured Parties, of local counsel to the Loan Parties in each jurisdiction (A) where a Material Real Property is located regarding the enforceability of each such Mortgage and customary related matters and (B) where the applicable Loan Party granting the Mortgage on said Material Real Property is organized, regarding the due execution and delivery of each such Mortgage, each in form and substance reasonably satisfactory to the Administrative Agent and (v) such existing abstracts, existing ap- praisals and other documents as the Administrative Agent may reasonably request with respect to any such Mortgaged Property. (d) At any time upon reasonable request of the Administrative Agent (but, for the avoidance of doubt, subject to any applicable time periods set forth in Section 6.14 and this Sec- tion 6.15), promptly execute and deliver any and all defects further instruments and documents and take all such other action (including promptly completing any registration or stamping of documents as may be applicable) as the Administrative Agent reasonably may deem necessary or desirable to maintain in favor of the Administrative Agent, for the benefit of the Secured Parties, Liens and insurance rights on the Collateral that are duly perfected in accordance with the requirements of, or the obligations of the Loan Parties under, the Loan Documents and all applicable Laws. (e) Notwithstanding anything to the contrary herein or in any other Loan Document, actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction (includ- ing entry into security or pledge agreements governed by the laws of any non-U.S. jurisdiction and filings in any non-U.S. jurisdiction) shall not be required to be taken to create or perfect any security interest in any Collateral or other assets (including, but not limited to, mechanics’ and materialmen’s LiensIntellectual Prop- erty registered in any non-U.S. jurisdiction). (f) and encumbrancesNotwithstanding anything to the contrary herein or in any other Loan Document, excepting only Permitted Liensperfection by control or through control agreements shall not be required for any Collateral (in- cluding, and providing for such but not limited to, deposit accounts, securities accounts, commodity accounts, or other affirmative insurance (including endorsements for future advances under the Loan Documents and for mechanics’ and materialmen’s Liens) and direct accessbank accounts), documentsother than any Collateral consisting of Indebtedness owing to any Loan Party ex- ceeding $5,000,000 individually or of certificated Equity Interests of any Guarantor or Wholly Owned Restricted Subsidiary that is a U.S. Subsidiary required to be pledged hereunder. (g) Notwithstanding anything to the contrary herein or in any other Loan Document, instrumentsperfection by possession or delivery shall not be required for promissory notes or other instru- ments or evidence of Indebtedness constituting Collateral, agreementsother than any such notes, opinions and certificates with respect to such Property as the Administrative Agent shall reasonably request to create (and provide instruments or evidence thereof) a valid and perfected first priority Liens (except that Liens expressly permitted by Section 5.02(a), including first priority Liens on Receivables securing payment of the ABL Obligations, may exist) on such Property in favor of the Term Loan Collateral Agent (for the benefit of the Term Loan Secured Parties)exceeding $5,000,000 individually.

Covenant to Give Security. Upon the acquisition of any Property, in the case of Property other than Real Property, subject to the terms and conditions in the Term Loan Security Agreement, by any Loan Party, and such Property, in the judgment of the Administrative Agent, shall not already be subject to a Lien and perfected first priority security interest (except that Liens expressly permitted by Section 5.02(a), including first priority Liens on ABL Priority Collateral securing payment of the ABL Obligations, may exist) in favor of the Term Loan Collateral Agent for the benefit of the Term Loan Secured Parties, then in each case at the Borrower’s expense: (i) within five (5) Business Days (or such longer period as the Administrative Agent may agree in its discretion) after such acquisition, furnish to the Administrative Agent and the Term Loan Collateral Agent a description of the real and personal properties so acquired, in each case in detail reasonably satisfactory to the Administrative Agent; and (ii) promptly, but in any event within thirty (30) days after such acquisition, take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, surveys, estoppel and consent agreements of lessors, title insurance policies (such title insurance policies insuring the mortgages to be valid first subsisting Liens on the property described therein, free of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Permitted Liens, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents and for mechanics’ and materialmen’s Liens) and direct access), documents, instruments, agreements, opinions and certificates with respect to such Property as the Administrative Agent shall reasonably request to create (and provide evidence thereof) a valid and perfected first priority Liens (except that Liens expressly permitted by Section 5.02(a), including first priority Liens on Receivables securing payment of the ABL Obligations, may exist) on such Property in favor of the Term Loan Collateral Agent (for the benefit of the Term Loan Secured Parties).

Covenant to Give Security. Upon the acquisition of any PropertyExcept with respect to Excluded Property (and in all cases subject to Section 6.19): (a) Cause each Loan Party (in each case, whether now or hereafter existing) to grant or cause to be granted a first priority perfected security interest in the case of Property other than Real Propertyfollowing (in each case, subject to the terms and conditions in the Security Agreement, by any Loan Party, and such extent not constituting Excluded Property, in the judgment of the Administrative Agent, shall not already be subject to a Lien and perfected first priority security interest (except that Liens expressly permitted by Section 5.02(a), including first priority Liens on ABL Priority Collateral securing payment of the ABL Obligations, may exist) in favor of the Term Loan Collateral Agent for the benefit of the Term Loan Secured Parties, then in each case at to secure the Borrower’s expenseObligations, in each case on the Initial Funding Date (or with respect to any Subsidiary that becomes a Guarantor af- -158- ter the Initial Funding Date pursuant to Section 6.14, on the date such Subsidiary becomes a Guarantor) or, if acquired thereafter, within forty-five (45) days (or such later date as the Admin-istrative Agent may agree in its sole discretion) of the acquisition thereof: (i) within five (5A) Business Days one hundred percent (100%) of the issued and outstanding Eq-uity Interests of such Loan Party and (B) one hundred percent (100%) of the is-sued and outstanding Equity Interests of any Restricted Subsidiary directly held by such Loan Party; and (ii) except to the extent otherwise provided under any Collateral Docu-ment, substantially all tangible and intangible assets of each Loan Party (includ-ing, without limitation, accounts receivable, inventory, equipment, investment property, Intellectual Property, intercompany receivables, other general intangi-bles (including contract rights) and proceeds of the foregoing); (b) Except to the extent otherwise provided under any Collateral Document, cause each Loan Party to deliver to the Administrative Agent all certificates, agreements, documents and instruments, including Uniform Commercial Code financing statements, required by the Col-lateral Documents or by the requirements of Law or reasonably requested by the Administrative Agent to be filed, delivered, registered or recorded to create the Liens intended to be created by the Collateral Documents and perfect such Liens; provided that any grants of security interests in real property shall be limited to Material Real Property. (c) Within ninety (90) days (or such longer period later date as the Administrative Agent may agree in its sole discretion) of (x) the Initial Funding Date, with respect to any Material Real Property owned by any Loan Party on the Initial Funding Date or (y) the date of acquisition of any Mate-rial Real Property, if acquired after such acquisitionthe Initial Funding Date, furnish except to the extent otherwise pro-vided under any Collateral Document, cause each Loan Party to deliver to the Administrative Agent (i) counterparts of a Mortgage with respect to each Material Real Property, duly executed and delivered by the Term Loan Collateral Agent a description record owner of the real and personal properties so acquiredsuch property, in each case in detail reasonably satisfactory to the Administrative Agent; and (ii) promptly, but in any event within thirty (30) days after such acquisition, take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, surveys, estoppel and consent agreements of lessors, a title insurance policies policy for such Mort-gaged Property (such or marked-up title insurance policies commitment having the effect of a title insurance policy) (the “Mortgage Policies”) insuring the mortgages to be Lien of each such Mortgage as a valid first subsisting Liens prior-ity Lien on the property described therein, free of any other Liens except Permitted Liens, in an amount reasonably acceptable to the Administrative Agent, together with such endorsements, co-insurance and reinsurance as the Administrative Agent may reasonably request and to the extent available in each applicable jurisdiction, (iii) a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each Mortgaged Prop-erty, (iv) opinions, addressed to the Administrative Agent and the Secured Parties, of local counsel to the Loan Parties in each jurisdiction (A) where a Material Real Property is located regarding the enforceability of each such Mortgage and customary related matters and (B) where the applicable Loan Party granting the Mortgage on said Material Real Property is organized, regarding the due execution and delivery of each such Mortgage, each in form and substance reasonably satisfactory to the Administrative Agent and (v) such existing abstracts, existing ap-praisals and other documents as the Administrative Agent may reasonably request with respect to any such Mortgaged Property. (d) At any time upon reasonable request of the Administrative Agent (but, for the avoidance of doubt, subject to any applicable time periods set forth in Section 6.14 and this Sec-tion 6.15), promptly execute and deliver any and all defects further instruments and documents and take all such other action (including promptly completing any registration or stamping of documents as may be applicable) as the Administrative Agent reasonably may deem necessary or desirable to maintain in favor of the Administrative Agent, for the benefit of the Secured Parties, Liens and insurance rights on the Collateral that are duly perfected in accordance with the requirements of, or the obligations of the Loan Parties under, the Loan Documents and all applicable Laws. (e) Notwithstanding anything to the contrary herein or in any other Loan Document, actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction (includ-ing entry into security or pledge agreements governed by the laws of any non-U.S. jurisdiction and filings in any non-U.S. jurisdiction) shall not be required to be taken to create or perfect any security interest in any Collateral or other assets (including, but not limited to, mechanics’ and materialmen’s LiensIntellectual Prop-erty registered in any non-U.S. jurisdiction). (f) and encumbrancesNotwithstanding anything to the contrary herein or in any other Loan Document, excepting only Permitted Liensperfection by control or through control agreements shall not be required for any Collateral (in-cluding, and providing for such but not limited to, deposit accounts, securities accounts, commodity accounts, or other affirmative insurance (including endorsements for future advances under the Loan Documents and for mechanics’ and materialmen’s Liens) and direct accessbank accounts), documentsother than any Collateral consisting of Indebtedness owing to any Loan Party ex-ceeding $5,000,000 individually or of certificated Equity Interests of any Guarantor or Wholly Owned Restricted Subsidiary that is a U.S. Subsidiary required to be pledged hereunder. (g) Notwithstanding anything to the contrary herein or in any other Loan Document, instrumentsperfection by possession or delivery shall not be required for promissory notes or other instru-ments or evidence of Indebtedness constituting Collateral, agreementsother than any such notes, opinions and certificates with respect to such Property as the Administrative Agent shall reasonably request to create (and provide instruments or evidence thereof) a valid and perfected first priority Liens (except that Liens expressly permitted by Section 5.02(a), including first priority Liens on Receivables securing payment of the ABL Obligations, may exist) on such Property in favor of the Term Loan Collateral Agent (for the benefit of the Term Loan Secured Parties)exceeding $5,000,000 individually.