Common use of Additional Security Documents Clause in Contracts

Additional Security Documents. As soon as practicable and in any event within three (3) calendar months after an Additional Collateral Event (except in the case of the payment in full of the Indebtedness currently owing to ▇▇▇▇▇▇ Financial, Inc., in which event these requirements must be satisfied concurrently with such Additional Collateral Event), Borrower shall (a) execute and deliver or cause to be executed and delivered a Mortgage and/or other applicable Security Documents, in Proper Form and in an amount reasonably satisfactory to the Majority Lenders, in favor of Agent and duly executed by the applicable Obligor, granting a first-priority Lien upon the applicable Additional Collateral (other than Excluded Assets) securing all of the Obligations (except as the Majority Lenders may otherwise agree in order to limit recording taxes or similar charges based upon the amount secured), and such other documents (including, without limitation, all items required in connection with the applicable Security Documents previously executed hereunder, such as surveys, environmental assessments, certificates, legal opinions, all in Proper Form) as may be required by Agent or the Majority Lenders in connection with the execution and delivery of such Security Documents; (b) where applicable, deliver to Agent Franchise Agreements covering the Additional Collateral and all such amendments to the BKC Consent, in Proper Form, as Agent or the Majority Lenders may require to incorporate the Additional Collateral; (c) where applicable, cause a title insurance underwriter satisfactory to Agent to issue to Agent a Title Insurance Policy, in Proper Form, insuring the first-priority Lien of each applicable Mortgage in such amount as is satisfactory to the Majority Lenders; (d) deliver or cause to be delivered such other documents or certificates consistent with the terms of this Agreement and relating to the transactions contemplated hereby as Agent or the Majority Lenders may reasonably request, and (e) pay in full all documentary stamps, filing and recording fees, taxes and other fees and charges payable in connection with the filing and recording of any Mortgage and/or any other Security Document. The provisions of this Section are subject to the limitations imposed upon Borrower and the other Obligors under the current Senior Notes Documentation (without amendment except as agreed to in writing by Agent). To the full extent permitted under the provisions of the Senior Notes Documentation, Borrower shall (and shall cause each other Obligor to) execute and deliver to Agent any Security Documents requested by Agent or the Majority Lenders covering any Property of Borrower or any other Obligor (other than the Excluded Assets), whether or not the Lien created by such Security Document is otherwise provided for in this Agreement or other Credit Documents. It is the stated objective of Borrower, each other Obligor, Agent and the Lenders to maximize the extent to which Liens may be taken upon Property of Borrower and the other Obligors without causing a default under the Senior Notes Documentation and, to the extent reasonably requested by Agent or the Majority Lenders, Borrower shall (and shall cause each Obligor to) cooperate in a timely fashion to accomplish such objective.

Additional Security Documents. As soon as practicable Each Credit Party (including any New Domestic Subsidiaries) shall have duly authorized executed and delivered to Agent the Additional Security Documents, including, without limitation, any additional Mortgages reasonably requested by Agent, together with (provided that Agent may , in its discretion, accept delivery of any event within three (3) calendar months after an Additional Collateral Event (except in the case of the payment documents specified in full of the Indebtedness currently owing to ▇▇▇▇▇▇ Financial, Inc., in which event these requirements must be satisfied concurrently with such Additional Collateral Event), Borrower shall this clause (a) execute within thirty (30) days following the date of funding of such Acquisition Revolving Loans to the extent any such document is not readily available on such date): (i) proper financing statements (Form UCC-1 or such other financial statements or similar notices as shall be required by local law) fully executed for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary or, in the reasonable opinion of Agent, desirable to perfect the security interests purported to be granted by the Additional Security Documents; (ii) certified copies of Requests for Information Copies (Form UCC-1) or equivalent reports, listing all effective financing statements or similar notices that name the acquired Person or business or, to the extent applicable, its Subsidiaries (by its actual name or, to the extent applicable, any trade name, fictitious name or similar name), or any division or other operating unit thereof (to the extent the same is being acquired), as debtor and deliver that are filed in the jurisdiction referred to in clause (i), together with copies of such other financing statements (none of which shall cover the Additional Collateral except to the extent evidencing Permitted Liens or for which Agent shall have received termination statements (Form UCC-3 or such other termination statements as shall be required by local law) fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Additional Security Documents and all other actions as may be necessary or, in the reasonable opinion of Agent, desirable to perfect the security interests intended to be created by the Additional Security Documents; (iv) with respect to each additional Mortgaged Property (A) such additional Mortgage Policies with respect to Additional Collateral and additional Mortgaged Property reasonably satisfactory to Agent insuring Collateral Agent that each additional Mortgage is a valid and enforceable first priority mortgage Lien, free and clear of all defects and encumbrances other than Permitted Liens, together with assurances satisfactory to Agent for the recordations of the additional Mortgages in the real estate records of all appropriate jurisdictions (B) surveys, in form and substance reasonably satisfactory to Collateral Agent and the title insurance company, of each additional Mortgaged Property, dated a recent date acceptable to Collateral Agent, by a licensed professional surveyor reasonably satisfactory to Collateral Agent and the title insurance company, and (C) such documentary, intangible or similar taxes with respect to the Additional Collateral and additional Mortgaged Property; (v) an executed Landlord Consent from each lessor of any material leased facility of any Credit Party (including any New Domestic Subsidiary) at which any Additional Collateral may be located (provided that to the extent any such Landlord Consent has not been delivered on the date of such Acquisition Revolving Loan, Borrowers shall use their reasonable best efforts to cause such Landlord Consents to be executed and delivered promptly following such date); (vi) a Mortgage and/or other applicable Security Documents, in Proper Form and in an amount reasonably satisfactory to the Majority Lenders, in favor of Agent and duly executed and delivered Perfection Certificate from each new Credit Party appropriately completed; and (vii) evidence that all other actions necessary, or in the reasonable opinion of Agent, desirable to perfect the security interests purported to be taken by the applicable Obligor, granting a first-priority Lien upon the applicable Additional Collateral (other than Excluded Assets) securing all of the Obligations (except as the Majority Lenders may otherwise agree in order to limit recording taxes or similar charges based upon the amount secured), and such other documents (including, without limitation, all items required in connection with the applicable Security Documents previously executed hereunder, such as surveys, environmental assessments, certificates, legal opinions, all in Proper Form) as may be required by Agent or the Majority Lenders in connection with the execution and delivery of such Security Documents; (b) where applicable, deliver to Agent Franchise Agreements covering the Additional Collateral and all such amendments to the BKC Consent, in Proper Form, as Agent or the Majority Lenders may require to incorporate the Additional Collateral; (c) where applicable, cause a title insurance underwriter satisfactory to Agent to issue to Agent a Title Insurance Policy, in Proper Form, insuring the first-priority Lien of each applicable Mortgage in such amount as is satisfactory to the Majority Lenders; (d) deliver or cause to be delivered such other documents or certificates consistent with the terms of this Agreement and relating to the transactions contemplated hereby as Agent or the Majority Lenders may reasonably request, and (e) pay in full all documentary stamps, filing and recording fees, taxes and other fees and charges payable in connection with the filing and recording of any Mortgage and/or any other Security Document. The provisions of this Section are subject to the limitations imposed upon Borrower and the other Obligors under the current Senior Notes Documentation (without amendment except as agreed to in writing by Agent). To the full extent permitted under the provisions of the Senior Notes Documentation, Borrower shall (and shall cause each other Obligor to) execute and deliver to Agent any Security Documents requested by Agent or the Majority Lenders covering any Property of Borrower or any other Obligor (other than the Excluded Assets), whether or not the Lien created by such Security Document is otherwise provided for in this Agreement or other Credit Documents. It is the stated objective of Borrower, each other Obligor, Agent and the Lenders to maximize the extent to which Liens may be taken upon Property of Borrower and the other Obligors without causing a default under the Senior Notes Documentation and, to the extent reasonably requested by Agent or the Majority Lenders, Borrower shall (and shall cause each Obligor to) cooperate in a timely fashion to accomplish such objective.have been taken;

Additional Security Documents. As soon as practicable The Borrowers further agree to prepare, execute, and in any event within three deliver to the Agent the following documents (3together, the "Security Documents") calendar months after an Additional Collateral Event (except in each of which shall be properly completed with all pertinent information and otherwise satisfactory to the case of the payment in full of the Indebtedness currently owing to ▇▇▇▇▇▇ Financial, Inc., in which event these requirements must be satisfied concurrently with such Additional Collateral Event), Borrower shall Agent: (a) execute and deliver or cause to be executed and delivered a Mortgage and/or other applicable Security DocumentsNotice of Borrowing, in Proper Form and in the form attached as Exhibit "B" to this Agreement at the time of each request for an amount reasonably satisfactory to Advance under the Majority Lenders, in favor of Agent and duly executed by the applicable Obligor, granting a first-priority Lien upon the applicable Additional Collateral (other than Excluded Assets) securing all of the Obligations (except as the Majority Lenders may otherwise agree in order to limit recording taxes or similar charges based upon the amount secured), and such other documents (including, without limitation, all items required in connection with the applicable Security Documents previously executed hereunder, such as surveys, environmental assessments, certificates, legal opinions, all in Proper Form) as may be required by Agent or the Majority Lenders in connection with the execution and delivery of such Security Documents; Credit; (b) where applicablean Agreement Not To Encumber for each property now owned by any Borrower, deliver to Agent Franchise Agreements covering the Additional Collateral and all such amendments to the BKC Consent, in Proper Form, as Agent or the Majority Lenders may require to incorporate the Additional Collateral; (c) where applicable, cause a title insurance underwriter satisfactory to Agent to issue to Agent a Title Insurance Policy, in Proper Form, insuring the first-priority Lien of each applicable Mortgage in such amount as is satisfactory to the Majority Lenders; (d) deliver or cause to be delivered such other documents or certificates consistent with the terms of this Agreement and relating to the transactions contemplated hereby as Agent or the Majority Lenders may reasonably request, and (e) pay in full all documentary stamps, filing and recording fees, taxes and other fees and charges payable in connection with the filing and recording of any Mortgage and/or any other Security Document. The provisions of this Section are subject to the limitations imposed upon Borrower and the other Obligors under the current Senior Notes Documentation (without amendment except as agreed to in writing by Agent). To the full extent permitted under the provisions of the Senior Notes Documentation, Borrower shall (and shall cause each other Obligor to) execute and deliver to Agent any Security Documents requested by Agent or the Majority Lenders covering any Property of Borrower or any other Obligor (other than the Excluded Assets), whether or not the Lien created by such Security Document is otherwise provided for in this Agreement, which includes a correct legal description of such property in the form attached hereto as Exhibit "C" at closing and subsequently at the time any real property is hereafter acquired by any Borrower or an Agreement Not to Encumber which includes a correct legal description of such property in the form attached hereto as Exhibit "G" for each property pursuant to which any Borrower hereafter acquires a leasehold interest permitted pursuant to Section 2.4 hereof; (c) a Collateral Assignment of Leases, Rents, and Profits of, from or other Credit Documents. It is the stated objective of pertaining to each property owned by any Borrower, in the form attached hereto as Exhibit "D" at closing and subsequently at the time any real property is hereafter acquired by any Borrower executed by such Borrower or a Collateral Assignment of Leases, Rents, and Profits, of, from or pertaining to each other Obligorproperty in which Borrowers hereafter acquires a leasehold interest permitted pursuant to Section 2.4 hereof in the form attached hereto as Exhibit "H" and such Borrower shall use its best efforts to obtain an acknowledgement of lessee thereon or on a form satisfactory to Agent in its sole discretion; (d) an Agreement between the Agent on behalf of the Banks, Agent and the Lenders to maximize the extent to which Liens may be taken upon Property of any Borrower and the landlord with respect to any leasehold interest hereafter acquired by any Borrower in substantially the form attached hereto as Exhibit "I", which form must be acceptable to Agent in its sole discretion; (e) UCC Financing Statements, for filing with the Secretary of State and the local recording office of the State and County where the property of any Borrower is located, in the form required by such State and County, reflecting the Banks' security interest in the Collateral at closing and subsequently at the time any real property is hereafter acquired by any Borrower; provided, however, that the Agent, in its sole discretion, may prepare any such Financing Statements upon receipt of the other Obligors without causing a default under documents provided for in this Section 3.3 and forward such completed Financing Statements to any Borrower for execution; (f) an Anti-Coercion Statement for each property owned by any Borrower in the Senior Notes Documentation and, form attached hereto as Exhibit "E" at closing and subsequently at the time any real property is hereafter acquired by any Borrower; (g) evidence of Owner's Title Insurance Policy or commitment binder therefor for each property owned by any Borrower at closing and subsequently at the time any real property is hereafter acquired by any Borrower; (h) evidence that each property owned by any Borrower at closing and any property hereafter acquired by any Borrower is insured with fire and extended coverage to the extent reasonably requested full insurable value of the requirements on any such property, and each Borrower hereby agrees that any proceeds from such insurance coverage will be applied by Agent such Borrower to (i) repair or rebuild the Majority Lendersproperty for which such proceeds are being received, (ii) replace such property with a substantially equivalent property with a substantially equivalent stream of rent payments of similar credit quality, or (iii) repay any borrowings hereunder; (i) copies of lease agreements applicable to each property owned by any Borrower shall (at closing and shall cause each Obligor to) cooperate in a timely fashion to accomplish such objective.subsequently at the time any real property is hereafter acquired by any Borrower; and

Additional Security Documents. As soon as practicable The Company and in any event within three Grantor may enter into such additional Security Documents or intercreditor arrangements (3) calendar months after an Additional Collateral Event (except in the case including any amendment, restatement or replacement of the payment Intercreditor Agreement or any Other Intercreditor Agreement) necessary or desirable (as determined by the Company in full its discretion) to implement the security and intercreditor arrangements required or permitted by the terms of the Indebtedness currently owing to ▇▇▇▇▇▇ Financialthis Indenture, Inc., in which event these requirements must be satisfied concurrently with such Additional Collateral Event), Borrower shall including (a) execute and deliver the pledge of, or cause grant of a security interest in, any Additional Collateral and/or (b) entering into intercreditor arrangements (whether pursuant to be executed and delivered a Mortgage and/or other applicable Security Documentsthe Intercreditor Agreement, any Other Intercreditor Agreement or otherwise) in connection with the incurrence, refinancing or replacement of any future Junior Lien Obligations or the incurrence, refinancing or replacement of any existing or future Pari Passu Lien Obligations, in Proper Form and in an amount reasonably satisfactory each case to the Majority Lendersextent incurred in compliance with Section 4.08 and Section 4.12. In connection therewith, in favor the Company may direct the Collateral Agent, without the consent of Agent or notice to any Holder of the Notes, to enter into an Other Intercreditor Agreement (or an amendment or amendment and duly executed by restatement or replacement of the Intercreditor Agreement or any prior Other Intercreditor Agreement) with the administrative agent, trustee, collateral agent or other party acting as agent for such Indebtedness, which intercreditor agreement (or amendment or amendment and restatement or replacement) meets the applicable Obligor, granting a first-priority Lien upon the applicable Additional Collateral (other than Excluded Assets) securing all requirements of the Obligations (except as the Majority Lenders may otherwise agree this Indenture in order to limit recording taxes implement the applicable security and intercreditor arrangements relating thereto. In addition, in connection with any pledge of, or similar charges based upon grant of a security interest in, any additional collateral for the amount secured), and such other documents benefit of the Notes (including, without limitation, all items required any Additional Collateral), the Company may direct the Collateral Agent, without the consent of or notice to any Holder of the Notes, to enter into such additional security documents (or amendments or amendment and restatements of existing security documents), in connection with the Company’s customary form for the applicable Security Documents previously executed hereundercollateral (as determined by the Company in its discretion, unless the applicable requirements of this Indenture expressly provide otherwise), as are necessary or desirable to effect such pledge or grant. The Company will deliver an Officer’s Certificate and Opinion of Counsel to the Trustee and/or the Collateral Agent, as surveys, environmental assessments, certificates, legal opinions, all in Proper Form) as may be required by Agent or the Majority Lenders in connection with the execution and delivery of such Security Documents; (b) where applicable, deliver to Agent Franchise Agreements covering the Additional Collateral and all such amendments prior to the BKC Consent, in Proper FormTrustee and/or the Collateral Agent, as Agent or the Majority Lenders case may require be, taking any action pursuant to incorporate the Additional Collateral; (c) where applicable, cause a title insurance underwriter satisfactory to Agent to issue to Agent a Title Insurance Policy, in Proper Form, insuring the first-priority Lien of each applicable Mortgage in such amount as is satisfactory to the Majority Lenders; (d) deliver or cause to be delivered such other documents or certificates consistent with the terms of this Agreement and relating to the transactions contemplated hereby as Agent or the Majority Lenders may reasonably request, and (e) pay in full all documentary stamps, filing and recording fees, taxes and other fees and charges payable in connection with the filing and recording of any Mortgage and/or any other Security Document. The provisions of this Section are subject to the limitations imposed upon Borrower and the other Obligors under the current Senior Notes Documentation (without amendment except as agreed to in writing by Agent). To the full extent permitted under the provisions of the Senior Notes Documentation, Borrower shall (and shall cause each other Obligor to) execute and deliver to Agent any Security Documents requested by Agent or the Majority Lenders covering any Property of Borrower or any other Obligor (other than the Excluded Assets), whether or not the Lien created by such Security Document is otherwise provided for in this Agreement or other Credit Documents. It is the stated objective of Borrower, each other Obligor, Agent and the Lenders to maximize the extent to which Liens may be taken upon Property of Borrower and the other Obligors without causing a default under the Senior Notes Documentation and, to the extent reasonably requested by Agent or the Majority Lenders, Borrower shall (and shall cause each Obligor to) cooperate in a timely fashion to accomplish such objective11.03.

Additional Security Documents. As soon Each Credit Party (including any New Domestic Subsidiaries) shall have duly authorized executed and delivered to Agent the Additional Security Documents, including, without limitation, any additional Mortgages reasonably requested by Agent, together with (provided that Agent may , in its discretion, accept delivery of any of the documents specified in this clause (a) within thirty (30) days following the date of funding of such Acquisition Revolving Loans to the extent any such document is not readily available on such date): (i) proper financing statements (Form UCC-1 or such other financial statements or similar notices as practicable shall be required by local law) fully executed for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary or, in the reasonable opinion of Agent, desirable to perfect the security interests purported to be granted by the Additional Security Documents; (ii) certified copies of Requests for Information Copies (Form UCC-1) or equivalent reports, listing all effective financing statements or similar notices that name the acquired Person or business or, to the extent applicable, its Subsidiaries (by its actual name or, to the extent applicable, any trade name, fictitious name or similar name), or any division or other operating unit thereof (to the extent the same is being acquired), as debtor and that are filed in any event within three the jurisdiction referred to in clause (3) calendar months after an i), together with copies of such other financing statements (none of which shall cover the Additional Collateral Event except to the extent evidencing Permitted Liens or for which Agent shall have received termination statements (except Form UCC-3 or such other termination statements as shall be required by local law) fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Additional Security Documents and all other actions as may be necessary or, in the case reasonable opinion of Agent, desirable to perfect the security interests intended to be created by the Additional Security Documents; (iv) with respect to each additional Mortgaged Property (A) such additional Mortgage Policies with respect to Additional Collateral and additional Mortgaged Property reasonably satisfactory to Agent insuring Collateral Agent that each additional Mortgage is a valid and enforceable first priority mortgage Lien, free and clear of all defects and encumbrances other than Permitted Liens, together with assurances satisfactory to Agent for the recordations of the payment additional Mortgages in full the real estate records of the Indebtedness currently owing to ▇▇▇▇▇▇ Financial, Inc.all appropriate jurisdictions (B) surveys, in which event these requirements must be satisfied concurrently form and substance reasonably 90 97 satisfactory to Collateral Agent and the title insurance company, of each additional Mortgaged Property, dated a recent date acceptable to Collateral Agent, by a licensed professional surveyor reasonably satisfactory to Collateral Agent and the title insurance company, and (C) such documentary, intangible or similar taxes with such respect to the Additional Collateral Event)and additional Mortgaged Property; (v) an executed Landlord Consent from each lessor of any material leased facility of any Credit Party (including any New Domestic Subsidiary) at which any Additional Collateral may be located (provided that to the extent any such Landlord Consent has not been delivered on the date of such Acquisition Revolving Loan, Borrower shall (a) execute and deliver or use its reasonable best efforts to cause such Landlord Consents to be executed and delivered promptly following such date); (vi) a Mortgage and/or other applicable Security Documents, in Proper Form and in an amount reasonably satisfactory to the Majority Lenders, in favor of Agent and duly executed and delivered Perfection Certificate from each new Credit Party appropriately completed; and (vii) evidence that all other actions necessary, or in the reasonable opinion of Agent, desirable to perfect the security interests purported to be taken by the applicable Obligor, granting a first-priority Lien upon the applicable Additional Collateral (other than Excluded Assets) securing all of the Obligations (except as the Majority Lenders may otherwise agree in order to limit recording taxes or similar charges based upon the amount secured), and such other documents (including, without limitation, all items required in connection with the applicable Security Documents previously executed hereunder, such as surveys, environmental assessments, certificates, legal opinions, all in Proper Form) as may be required by Agent or the Majority Lenders in connection with the execution and delivery of such Security Documents; (b) where applicable, deliver to Agent Franchise Agreements covering the Additional Collateral and all such amendments to the BKC Consent, in Proper Form, as Agent or the Majority Lenders may require to incorporate the Additional Collateral; (c) where applicable, cause a title insurance underwriter satisfactory to Agent to issue to Agent a Title Insurance Policy, in Proper Form, insuring the first-priority Lien of each applicable Mortgage in such amount as is satisfactory to the Majority Lenders; (d) deliver or cause to be delivered such other documents or certificates consistent with the terms of this Agreement and relating to the transactions contemplated hereby as Agent or the Majority Lenders may reasonably request, and (e) pay in full all documentary stamps, filing and recording fees, taxes and other fees and charges payable in connection with the filing and recording of any Mortgage and/or any other Security Document. The provisions of this Section are subject to the limitations imposed upon Borrower and the other Obligors under the current Senior Notes Documentation (without amendment except as agreed to in writing by Agent). To the full extent permitted under the provisions of the Senior Notes Documentation, Borrower shall (and shall cause each other Obligor to) execute and deliver to Agent any Security Documents requested by Agent or the Majority Lenders covering any Property of Borrower or any other Obligor (other than the Excluded Assets), whether or not the Lien created by such Security Document is otherwise provided for in this Agreement or other Credit Documents. It is the stated objective of Borrower, each other Obligor, Agent and the Lenders to maximize the extent to which Liens may be taken upon Property of Borrower and the other Obligors without causing a default under the Senior Notes Documentation and, to the extent reasonably requested by Agent or the Majority Lenders, Borrower shall (and shall cause each Obligor to) cooperate in a timely fashion to accomplish such objective.have been taken;