Common use of Agreement to Grant Additional Security Clause in Contracts

Agreement to Grant Additional Security. (a) Other than as to (i) assets or investments subject to subsections (b), (c) or (d) below, and (ii) assets or investments subject to a Lien expressly permitted under Sections 6.1(c), (d), (g) or (h), promptly, and in any event within thirty (30) days after the acquisition of 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, including all of the capital stock of any direct or indirect Domestic Subsidiary of the Borrower and 65% of the capital stock of any Foreign Subsidiary, 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 Documents, such assets and investments will become additional Collateral hereunder to the extent the Administrative Agent deems the pledge of such assets practicable (the "ADDITIONAL COLLATERAL"), and the Borrower will, and will cause each of its direct and indirect Subsidiaries to, take all necessary action, including 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 to grant the Administrative Agent, for the benefit of the Lenders, a perfected Lien in such Collateral (or comparable interest under foreign law in the case of foreign Collateral). (b) Promptly, and in any event no later than thirty (30) days after any Person that was not a direct or indirect Domestic Subsidiary of the Borrower as of the date hereof (and, accordingly, did not execute a Subsidiary Guaranty as required pursuant to Section 3.1(a)(vi) hereof) becomes a direct or indirect Domestic Subsidiary of the Borrower, such Person shall execute and deliver a Subsidiary Guaranty or a Subsidiary Guaranty Supplement substantially in the form of Exhibit A to the Subsidiary Guaranty, guaranteeing to the Administrative Agent, for the benefit of the Lenders, the prompt payment, when and as due, of all Obligations of the Loan Parties under the Loan Documents, including all obligations under any Hedge Agreements or other hedging agreements. (c) Promptly, and in any event no later than thirty (30) days after a request with respect thereto, cause each 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 Guarantor of a type covered under the Collateral Documents, including, without limitation, all of the capital stock of any of its Domestic Subsidiaries and 65% of the stock of any of its Foreign Subsidiaries, upon terms similar to those set forth in the Collateral Documents and otherwise satisfactory in form and substance to Administrative Agent. The Borrower shall cause each Guarantor, at its own expense, to become a party to a Security Agreement, an Intellectual Property Security Agreement, a Mortgage 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 Administrative Agent to be necessary or desirable for the creation and perfection of the foregoing Liens (including legal opinion, title insurance, consents, corporate documents, UCC-1s and any additional or substitute security agreements or mortgages or deeds of trust). (d) Promptly, and in any event not later than thirty (30) days after a request with respect thereto, (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) obtain landlord waivers, in form and substance reasonably 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 reasonably 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 other than Liens created under the Collateral Documents, 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. (e) 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 Guarantors) as is satisfactory in form and substance to 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 6.1. 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 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 to assure themselves that this Section has been complied with.

Agreement to Grant Additional Security. Each Credit Party shall: (a) Other than as to (i) assets or investments subject to subsections (b), (c) or (d) below, and (ii) assets or investments subject to a Lien expressly permitted under Sections 6.1(c), (d), (g) or (h), promptlyPromptly, and in any event within thirty not later than ten (3010) days after prior to the acquisition of assets of the type that would have constituted Collateral at the date hereof Execution Date and investments of the type that would have constituted Collateral on the date hereofExecution Date (other than assets with a fair market value of less than $50,000), including all of the capital stock Stock of any direct or indirect Domestic Subsidiary of and including real estate interests (other than the Borrower and 65% of the capital stock of any Foreign Subsidiary▇▇▇▇▇▇▇▇▇ Data Center), notify the Administrative Agent of the proposed acquisition of such assets or investments (if permitted hereunder) and, to the extent not already Collateral in which the Administrative Agent has a perfected security interest pursuant to 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 (the "ADDITIONAL COLLATERALAdditional Collateral"), and the Borrower Credit Party will, and will cause each of its direct and indirect Subsidiaries to, take all necessary action, including 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 to grant the Administrative Agent, for the benefit of the Lenders, Agent a perfected Lien 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 Collateral Documents and this Agreement. (b) Promptly, and in any event no later than the date on which an entity becomes a direct or indirect domestic Subsidiary of Holdings (or if acceptable to the Agent in the exercise of its sole discretion, not later than thirty (30) days after any Person that was not a request with respect thereto), cause each of Holdings' such direct or and indirect Domestic Subsidiary of Subsidiaries as the Borrower as of the date hereof (and, accordingly, did not execute a Subsidiary Guaranty as required pursuant Agent shall request to Section 3.1(a)(vi) hereof) becomes a direct or indirect Domestic Subsidiary of the Borrower, such Person shall execute and deliver a Subsidiary Guaranty or a Subsidiary Guaranty Supplement substantially in the form of Exhibit A become party to the Subsidiary Guaranty, guaranteeing to the Administrative Agent, for the benefit of the Lenders, the prompt payment, when and as due, of all Obligations of the Loan Parties under the Loan Documents, including all obligations under any Hedge Agreements or other hedging agreements. (c) Promptly, and in any event no later than the date on which an entity becomes a direct or indirect domestic Subsidiary of Holdings (or if acceptable to the Agent in the exercise of its sole discretion, not later than thirty (30) days after a request with respect thereto), cause each Guarantor created or established after the date hereof Execution Date to grant to the Administrative Agent, for the ratable benefit of the LendersLessors, a first priority Lien (subject to Permitted Liens) on all property (tangible and intangible) of such Guarantor of a type covered under the Collateral DocumentsGuarantor, including, without limitation, all of the outstanding capital stock of any of its Domestic Subsidiaries domestic Subsidiaries, and Holdings and each domestic Subsidiary of Holdings shall grant such lien on the outstanding capital stock of any domestic Subsidiary, and (if and when requested by Agent in the exercise of its reasonable discretion) on 65% of the outstanding capital stock of any of its Foreign Subsidiariesforeign Subsidiary, and, in each case, upon terms similar to those set forth in the Collateral Documents and otherwise reasonably satisfactory in form and substance to Administrative Agent. The Borrower Lessee shall cause each domestic Guarantor, at its own expense, to become a party to a the Security Agreement, an Intellectual Property Security Agreement, a Mortgage Agreement and any other Collateral Document (to the extent applicable to such Guarantor and its assets) 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 Administrative Agent to be necessary or desirable for the creation and perfection of the foregoing Liens (including UCC, tax and judgment lien searches, legal opinionopinions, title insurance, consents, corporate documents, UCC-1s documents and any additional or substitute security agreements or mortgages or deeds of trust). Lessee will cause each such Credit Party to take all actions requested by Agent (including, without limitation, the filing of UCC-1's) in connection with the granting of such security interests. (d) Promptly, and in any event not later than thirty (30) days after a request with respect thereto, (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) obtain landlord waivers, in form and substance reasonably 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 SubsidiaryCredit Party and at which a Credit Party maintains and continues to maintain Collateral having a book value in excess of $250,000; (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 inventory to locations designated by the Administrative Agent; (viv) if any Collateral (except immaterial amounts if the specific exclusion thereof from the terms of this clause shall have been consented to in writing by the Agent) is at any time in the possession or control of any warehousemen, bailee or the Borrowerany Credit Party'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 reasonably 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; (viv) if at any time any Inventory or other Collateral is located on any real property of the Borrower owned by a Credit Party which is subject to a mortgage or other Lien (other than Liens created under in favor of the Collateral DocumentsAgent for the ratable benefit of the Lessors), 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 (viivi) 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. (e) The security interests required to be granted pursuant to this Section 5.12 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 GuarantorsCredit Parties) as is satisfactory in form and substance to Administrative Agent (the "ADDITIONAL COLLATERAL DOCUMENTSAdditional 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 6.16.7. 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 Administrative Agent, Agent for the ratable benefit of the Lender PartiesLessors, granted pursuant to the Additional Collateral Documents andDocuments, and all taxes, fees and other charges payable in connection therewith shall be paid in full by the BorrowerCredit Parties. At the time of the execution and delivery of Additional Collateral Documents, the Borrower Credit Parties shall cause to be delivered to the Administrative Agent such agreements, opinions of counsel, and other related documents (including, without limitation, certified copies of certificates of incorporation, by-laws, corporate resolutions, incumbency certificates, good standing certificates, lien searches, and loss-payee endorsements) as may be reasonably requested by the Administrative Agent or the Lessors to assure themselves that this Section 5.12 has been complied with. (f) Promptly deliver to Agent a copy (when executed) of the fully executed Network Services Agreement between Holdings and MoneyLine, certified as true, correct and complete by a responsible officer of Holdings, which Agreement shall be upon substantially the same terms relating to minimum revenue commitments, payment terms and tenor of agreement and other material terms that directly or indirectly could affect any of the aforementioned terms or that could affect Agent's rights and remedies relating to its Collateral as set forth in the MoneyLine Network Services Term Sheet.

Agreement to Grant Additional Security. (a) Other than as to (i) assets or investments subject to subsections (b), (c) or (d) below, and (ii) assets or investments subject to a Lien expressly permitted under Sections 6.1(c), (d), (g) or (h), promptlyPromptly, and in any event within thirty (30) 30 days after the acquisition by Borrower or any Subsidiary Guarantor of assets of the type that would have constituted Collateral at the date hereof and investments real or personal property of the type that would have constituted Collateral on the date hereofhereof and investments (including, including all without limitation, Capital Stock of Domestic Subsidiaries and Capital Stock of Foreign Subsidiaries owned directly by Borrower or a Domestic Subsidiary) of the capital stock type that would have constituted Collateral on the date hereof (other than (x) any parcel of any direct real estate with a fair market value at the date of acquisition thereof of less than $2,000,000 or indirect Domestic Subsidiary (y) other assets with a fair market value of less than $2,000,000 in the Borrower and 65% of the capital stock of any Foreign Subsidiary, 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 Documents, such assets and investments will become additional Collateral hereunder to the extent the Administrative Agent deems the pledge of such assets practicable aggregate) (the "ADDITIONAL COLLATERALAdditional Collateral"), and the Borrower will, and will cause each of its direct and indirect 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 Mortgage Policies, title surveys and real estate appraisals satisfying all Requirements of Law, to grant the Administrative Collateral Agent, for the benefit of the LendersSecured Creditors, a perfected Lien in such Collateral (or comparable interest under foreign law in the case of foreign Collateral). (b) Promptly, and in any event no later than thirty (30) days after any Person that was not a direct or indirect Domestic Subsidiary of the Borrower as of the date hereof (and, accordingly, did not execute a Subsidiary Guaranty as required pursuant to Section 3.1(a)(vi) hereof) becomes a direct or indirect Domestic Subsidiary of the Borrower, such Person shall execute and deliver a Subsidiary Guaranty or a Subsidiary Guaranty Supplement substantially in the form of Exhibit A to the Subsidiary Guarantyfull extent required by the Security Documents and this Agreement; provided, guaranteeing 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, for the benefit of the Lenders, the prompt payment, when and as due, of all Obligations of the Loan Parties under the Loan Documents, including all obligations under any Hedge Agreements or other hedging agreements. (c) Promptly, and in any event no later than thirty (30) days after a request with respect thereto, cause each 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 Guarantor of a type covered under the Collateral Documents, including, without limitation, all of the capital stock of any of its Domestic Subsidiaries and 65% of the stock of any of its Foreign Subsidiaries, upon terms similar to those set forth in the Collateral Documents and otherwise satisfactory in form and substance to Administrative Agent. The Borrower shall cause each Guarantor, at its own expense, to become a party to a Security Agreement, an Intellectual Property Security Agreement, a Mortgage 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 Administrative Agent to be necessary or desirable for the creation and perfection of the foregoing Liens (including legal opinion, title insurance, consents, corporate documents, UCC-1s and any additional or substitute security agreements or mortgages or deeds of trust). (d) Promptly, and in any event not later than thirty (30) days after a request with respect thereto, (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) obtain landlord waivers, in form and substance reasonably 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 Lenders to comply with all Requirements of the Administrative Agent's security interest in such Collateral and obtain a landlord waiver or bailee letter, in form and substance reasonably 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 other than Liens created under the Collateral Documents, 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 CollateralLaw. (e) 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 Guarantors) as is satisfactory in form and substance to 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 6.1. 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 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 to assure themselves that this Section has been complied with.

Agreement to Grant Additional Security. (a) Other than as to (i) assets or investments subject Subject to subsections (b), (c) or (dsubsection 5.01(m) below, and (ii) assets or investments subject to a Lien expressly permitted under Sections 6.1(c), (d), (g) or (h), promptly, and in any event within thirty (30) days after the acquisition of assets of the type that would have constituted constitute Collateral at the date hereof and investments of the type that would have constituted constitute Collateral on the date hereof, including all (other than assets with a fair market value of the capital stock of any direct or indirect Domestic Subsidiary of the Borrower and 65% of the capital stock of any Foreign Subsidiaryless than $50,000), 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 Documents, such assets and investments will become additional Collateral hereunder to the extent the Administrative Agent deems the pledge of such assets practicable (the "ADDITIONAL COLLATERAL"), and the Borrower will, and will cause each of its direct and indirect Subsidiaries toapplicable Loan Party, to take all necessary action, including 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 to grant the Administrative Agent, for the benefit of the Lenders, Agent a perfected Lien 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 Collateral Documents and this Agreement. (bii) PromptlySubject to subsection 5.01(m) below, and in any event no later than thirty (30) days after any Person that was not a direct or indirect Domestic Subsidiary of the Borrower as of the date hereof (and, accordingly, did not execute a Subsidiary Guaranty as required pursuant to Section 3.1(a)(vi) hereof) becomes a direct or indirect Domestic Subsidiary of the Borrower, such Person shall execute and deliver a Subsidiary Guaranty or a Subsidiary Guaranty Supplement substantially in the form of Exhibit A to the Subsidiary Guaranty, guaranteeing to the Administrative Agent, for the benefit of the Lenders, the prompt payment, when and as due, of all Obligations of the Loan Parties under the Loan Documents, including all obligations under any Hedge Agreements or other hedging agreements. (c) Promptlypromptly, 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 of a type covered which constitutes Collateral under the Collateral DocumentsSecurity 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 its Foreign Subsidiariesthe 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, an Intellectual Property Security Agreement, a Mortgage 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 Liens. The Borrower will cause each such Subsidiary Guarantor to take all actions requested by the Administrative Agent (including legal opinionincluding, title insurancewithout limitation, consents, corporate documents, UCC-1s and any additional or substitute the filing of UCC-1's) in connection with the granting of such security agreements or mortgages or deeds of trust)interests. (diii) PromptlySubject to subsection 5.01(m) below, promptly, and in any event not later than thirty (30) days after a request with respect theretothereto (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 reasonably 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 reasonably 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 other than Liens created under the Collateral DocumentsLien, 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. (eiv) The 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 6.15.02(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.