Common use of Pledge of Additional Collateral Clause in Contracts

Pledge of Additional Collateral. Subject to Section 6.12(b), and in any event within 30 days after the acquisition by the Company or any of its Subsidiaries of (i) Real Property in the United States or the United Kingdom, (ii) assets (other than the Real Property) of the type that would have constituted Collateral (pursuant to the appropriate Security Document on the Closing Date or Effective Date, as applicable, executed by such Person) at the Closing Date or the Effective Date or (iii) capital stock or other equity interest of any Subsidiary (other than a Subsidiary of a Non-Guarantor Subsidiary), which shall be limited to 65% of the capital stock or other equity interest in the case of a Foreign Subsidiary that is not a pass-through entity and where the pledge would have the effects set forth in clause (a)(i) or (ii) of the definition of Non-Guarantor Subsidiary (whether by capital contribution or acquisition) (collectively, (i), (ii), (iii) and the assets of any Subsidiary described in (iii), the "Additional Collateral"), the Company will, and will cause each of its 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, entering into or amending Security Documents or, in the case the Company or any of its Subsidiaries creates or acquires a Subsidiary, entering into such additional pledge agreements and security agreements in form and substance satisfactory to the Collateral Agent (and, in the case of the acquisition of Real Property in the United States or the United Kingdom, satisfaction of the conditions set forth in Sections 4.01(b)(iv), 4.01(q) and 4.01(u) and, in the case of the acquisition of personal property, satisfaction of the conditions set forth in Sections 4.01(b)(iv) and 4.01(n)), to grant to the Collateral Agent a perfected first priority Lien in such Collateral subject to no other Liens other than Prior Liens and other Liens expressly permitted by the applicable Security Document pursuant to and to the full extent required by the Security Documents and this Agreement. Notwithstanding the foregoing, (i) Non-Guarantor Subsidiaries, (ii) to the extent that such Additional Collateral consisting of inventory and receivables is not permitted to be pledged to the Banks by Indebtedness incurred pursuant to Section 7.04(f), Foreign Subsidiaries acquired pursuant to a Designated Acquisition and (iii) the Company's Subsidiaries in Mexico, Singapore and South Africa shall not be required to comply with the provisions of the foregoing sentence and no Liens will be required if prohibited by a prohibition on Liens permitted to exist by Section 6.12(b). The Borrowers shall use their reasonable best efforts to limit the collateral that Foreign Subsidiaries acquired pursuant to a Designated Acquisition or otherwise shall provide to lenders providing the facilities permitted by Sections 7.04(f) and 7.04(g). All actions taken by the parties in connection with the pledge of Additional Collateral, including, without limitation, costs of counsel for the Agents or the Collateral Agent, shall be for the account of the Borrowers, which shall pay all sums due on demand.

Pledge of Additional Collateral. Subject to Section 6.12(b)the terms of the Intercreditor Agreement and any applicable exceptions set forth in the Security Documents, and within 60 days (or such longer periods as set forth in any event within 30 days the applicable Security Documents or may be agreed to by the Administrative Agent from time to time in its reasonable discretion) after the acquisition by the Company or any of its Subsidiaries of (i) Real Property in the United States or the United Kingdom, (ii) assets (other than the Real Property) of the type that would have constituted Collateral (pursuant to the appropriate Security Document on the Closing Date or Effective Date, as applicable, executed by such Person) at the Closing Date or the Effective Date or constituted Collateral under the Security Documents (iii) capital stock or other equity interest but in any event excluding Equity Interests of Excluded Joint Ventures acquired by any Subsidiary (other than a Subsidiary of a Non-Guarantor Subsidiary), which shall be limited to 65% of the capital stock or other equity interest in the case of a Foreign Subsidiary that is not a pass-through entity and where the pledge would have the effects set forth in clause (a)(i) or (ii) of the definition of Non-Guarantor Subsidiary (whether by capital contribution or acquisitionLoan Party) (collectively, (i), (ii), (iii) and the assets of any Subsidiary described in (iii“Additional Collateral”), the "Additional Collateral"), the Company Borrower will, and will cause each of its Subsidiaries the Subsidiary Guarantors to, take all necessary actionaction that may be required under any applicable law, or that the Collateral Agent (or the Collateral Agent acting at the direction of the Requisite Lenders) may reasonably request (including the filing authorization of appropriate financing statements and other filings under the provisions of the UCCUCC and other applicable domestic, applicable foreign, domestic local or local foreign laws, rules or regulations regulations, in each of the offices where such filing is necessary or appropriate, or amending or, with respect to creation or acquisition of a new Restricted Subsidiary (other than any Excluded Subsidiary) after the Effective Date, entering into or amending (to add such acquired assets or such new Restricted Subsidiary as a party to extent required hereunder), the Guarantee Agreement, the Non-U.S. Guarantee Agreements and the Security Documents orDocuments, in the case the Company or any of its Subsidiaries creates or acquires a Subsidiary, entering into such additional pledge agreements and security agreements in form and substance satisfactory to the Collateral Agent (and, in the case of the acquisition Equity Interests of Real Property a Non-U.S. Restricted Subsidiary that is a Subsidiary Guarantor or “first tier” Non-U.S. Restricted Subsidiary (other than any Excluded Subsidiary described in clauses (a), (b), (e), (f) and (g) of the definition thereof), entering into a Non-U.S. Pledge Agreement (upon the request of the Administrative Agent) providing for the Collateral Agent to have, for the benefit of the Secured Parties, an enforceable and perfected security interest in 65% (or such greater percentage as could not, in the United States good faith judgment of the Borrower, reasonably be expected to have material adverse tax consequences to the Borrower or its Restricted Subsidiaries) of the United KingdomEquity Interests in such Subsidiary), to grant to the Collateral Agent, for the benefit of the Secured Parties, perfected Liens (subject to no Liens other than Permitted Liens) in such Additional Collateral pursuant to, and with the priority required by, the Security Documents and this Agreement (including, to the extent reasonably requested by the Administrative Agent, delivery of an opinion in form reasonably acceptable to the Administrative Agent) and otherwise reasonably acceptable in form and substance to the Collateral Agent and satisfaction of the conditions set forth in Sections 4.01(b)(iv), 4.01(q4.01(t) and 4.01(u) and)). Subject to the terms of the Intercreditor Agreement, in the case event that any Loan Party acquires a fee interest in additional Real Property after the Effective Date and the fair market value of such acquired Real Property is in excess of $5.0 million as determined in good faith by the acquisition of personal propertyBorrower, the Borrower will, and will cause the Subsidiary Guarantors to, take such actions and execute such documents as the Collateral Agent shall require to create a new Mortgage (including satisfaction of the conditions set forth in Sections 4.01(b)(iv4.01(f), 4.01(t) and 4.01(n4.01(u))) (unless, with respect to grant any such Real Property, the Administrative Agent determines, in its reasonable discretion, that the fees and expenses of obtaining a Mortgage with respect to such Real Property and the other related deliveries required by this Section 5.11 would be disproportionate to the Collateral Agent a perfected first priority Lien in such Collateral subject to no other Liens other than Prior Liens and other Liens expressly permitted by the applicable Security Document pursuant to and expected benefits to the full extent required by Secured Parties of the Security Documents and this Agreement. Notwithstanding the foregoing, (i) Non-Guarantor Subsidiaries, (ii) to the extent that such Additional Collateral consisting of inventory and receivables is not permitted security to be pledged to the Banks by Indebtedness incurred pursuant to Section 7.04(fafforded thereby), Foreign Subsidiaries acquired pursuant to a Designated Acquisition and (iii) the Company's Subsidiaries in Mexico, Singapore and South Africa shall not be required to comply with the provisions of the foregoing sentence and no Liens will be required if prohibited by a prohibition on Liens permitted to exist by Section 6.12(b). The Borrowers shall use their reasonable best efforts to limit the collateral that Foreign Subsidiaries acquired pursuant to a Designated Acquisition or otherwise shall provide to lenders providing the facilities permitted by Sections 7.04(f) and 7.04(g). All actions taken by the parties in connection with the pledge of Additional Collateral, including, without limitation, costs of counsel for the Agents or the Collateral Agent, shall be for the account of the Borrowers, which shall pay all sums due on demand.

Pledge of Additional Collateral. Subject to Section 6.12(b), and in any event within 30 days after the acquisition by the Company Borrower or any of its Subsidiaries of (i) Real Property in the United States or the United KingdomProperty, (ii) assets (other than the Real Property) of the type that would have constituted Collateral (pursuant to the appropriate Security Document on the Closing Date or Effective Date, as applicable, executed by such Person) at the Closing Date or the Effective Date or (iii) capital stock or other equity interest of any Subsidiary (other than a Subsidiary of a Non-Guarantor Subsidiary), which shall be limited to 65% of the capital stock or other equity interest in the case of a Foreign Subsidiary that is not a pass-through entity and where the pledge would have the effects set forth in clause (a)(i) or (ii) of the definition of Non-Guarantor Subsidiary (whether by capital contribution or acquisition) (collectively, (i), (ii), (iii) and the assets of any Subsidiary described in (iii), the "Additional Collateral"), the Company Borrower will, and will cause each of its 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, entering into or amending Security Documents or, in the case the Company Borrower or any of its Subsidiaries creates or acquires a Subsidiary, entering into such additional pledge agreements and security agreements in form and substance satisfactory to the Collateral Agent (and, in the case of the acquisition of Real Property in the United States or the United KingdomProperty, satisfaction of the conditions set forth in Sections 4.01(b)(iv4.01(b)(ii), 4.01(q4.01(p) and 4.01(uand 4.01 (t) and, in the case of the acquisition of personal property, satisfaction of the conditions set forth in Sections 4.01(b)(iv4.01(b)(ii) and 4.01(n4.01(m)), to grant to the Collateral Agent a perfected first priority Lien in such Collateral Lien, subject to no other Liens other than Prior Liens and other Liens expressly permitted by the applicable Security Document Documents, in such Collateral pursuant to and to the full extent required by the Security Documents and this Agreement. Notwithstanding the foregoing, (i) Non-Guarantor Subsidiaries, (ii) to the extent that such Additional Collateral consisting of inventory and receivables is not permitted to be pledged to the Banks by Indebtedness incurred pursuant to Section 7.04(f), Foreign Subsidiaries acquired pursuant to a Designated Acquisition and (iii) the Company's Subsidiaries in Mexico, Singapore and South Africa shall not be required to comply with the provisions of the foregoing sentence and no Liens will be required if prohibited by a prohibition on Liens permitted to exist by Section 6.12(b). The Borrowers shall use their reasonable best efforts to limit the collateral that Foreign Subsidiaries acquired pursuant to a Designated Acquisition or otherwise shall provide to lenders providing the facilities permitted by Sections 7.04(f) and 7.04(g). All actions taken by the parties in connection with the pledge of Additional Collateral, including, without limitation, costs of counsel for the Agents Agent or the Collateral Agent, shall be for the account of the BorrowersBorrower, which shall pay all sums due on within 5 Business Days of demand.

Pledge of Additional Collateral. Subject to Section 6.12(b)the terms of the Intercreditor Agreement and any applicable exceptions set forth in the Security Documents, and within 60 days (or such longer periods as set forth in any event within 30 days the applicable Security Documents or may be agreed to by the Administrative Agent from time to time in its reasonable discretion) after the acquisition by the Company or any of its Subsidiaries of (i) Real Property in the United States or the United Kingdom, (ii) assets (other than the Real Property) of the type that would have constituted Collateral (pursuant to the appropriate Security Document on the Closing Date or Effective Date, as applicable, executed by such Person) at the Closing Date or the Effective Date or constituted Collateral under the Security Documents (iiibut in any event excluding Equity Interests of Excluded Joint Ventures acquired by any Loan Party) capital stock or other equity interest of any Subsidiary (other than a Subsidiary of a Non-Guarantor Subsidiarythe “Additional Collateral”), which shall be limited to 65% of the capital stock or other equity interest in the case of a Foreign Subsidiary that is not a pass-through entity and where the pledge would have the effects set forth in clause (a)(i) or (ii) of the definition of Non-Guarantor Subsidiary (whether by capital contribution or acquisition) (collectively, (i), (ii), (iii) and the assets of any Subsidiary described in (iii), the "Additional Collateral"), the Company each Borrower will, and will cause each of its Subsidiaries the Subsidiary Guarantors to, take all necessary actionaction that may be required under any applicable law, or that the Collateral Agent or European Collateral Agent (acting at the direction of the Requisite Lenders) may reasonably request (including the filing authorization of appropriate financing statements and other filings under the provisions of the UCCUCC and other applicable domestic, applicable foreign, domestic local or local foreign laws, rules or regulations regulations, in each of the offices where such filing is necessary or appropriate, or amending or, with respect to creation or acquisition of a new Restricted Subsidiary (other than any Excluded Subsidiary) after the Effective Date, entering into or amending Security Documents or, in the case the Company (to add such acquired assets or any of its Subsidiaries creates or acquires such new Restricted Subsidiary as a Subsidiary, entering into such additional pledge agreements and security agreements in form and substance satisfactory party to the Collateral Agent (andextent required hereunder) the Guarantee Agreement, the Non-U.S. Guarantee Agreements and the Security Documents, or in the case of the acquisition Equity Interests of Real Property a Non-U.S. Restricted Subsidiary that is a Subsidiary Guarantor or “first tier” Non-U.S. Restricted Subsidiary (other than any Excluded Subsidiary described in clauses (a), (b), (e), (f) and (g) of the definition thereof), entering into a Non-U.S. Pledge Agreement (upon the request of the Administrative Agent) providing for the Collateral Agent or the European Collateral Agent, as applicable, to have, for the benefit of the Secured Parties, an enforceable and perfected security interest in 65% (or such greater percentage as could not, in the United States good faith judgment of the U.S. Borrower, reasonably be expected to have material adverse tax consequences to the U.S. Borrower or its Restricted Subsidiaries) of the Equity Interests in such Subsidiary), to grant to the Collateral Agent, for the benefit of the Secured Parties, or to the European Collateral Agent, in its own name and for the benefit of the European Secured Parties and as a creditor in its own right under the parallel debt undertaking created pursuant to Section 8.10, perfected Liens (subject to no Liens other than Permitted Liens) in such Additional Collateral pursuant to, and with the priority required by, the Security Documents and this Agreement (including, to the extent reasonably requested by the Administrative Agent, delivery of an opinion in form reasonably acceptable to the Administrative Agent) and otherwise reasonably acceptable in form and substance to the Collateral Agent or the United KingdomEuropean Collateral Agent, as applicable, and satisfaction of the conditions set forth in Sections 4.01(b)(iv4.01(t), 4.01(q4.01(u) and 4.01(u) and4.01(v)). Subject to the terms of the Intercreditor Agreement, in the case event that any Loan Party acquires a fee interest in additional Real Property after the Effective Date and the fair market value of such acquired Real Property is in excess of $5.0 million as determined in good faith by the acquisition of personal propertyU.S. Borrower, the U.S. Borrower will, and will cause the Subsidiary Guarantors to, take such actions and execute such documents as the Collateral Agent shall require to create a new Mortgage (including satisfaction of the conditions set forth in Sections 4.01(b)(iv4.01(f), 4.01(t), 4.01(u) and 4.01(n4.01(v))) (unless, with respect to grant any such Real Property, the Administrative Agent determines, in its reasonable discretion, that the fees and expenses of obtaining a Mortgage with respect to such Real Property and the other related deliveries required by this Section 5.11 would be disproportionate to the Collateral Agent a perfected first priority Lien in such Collateral subject to no other Liens other than Prior Liens and other Liens expressly permitted by the applicable Security Document pursuant to and expected benefits to the full extent required by Secured Parties of the Security Documents and this Agreement. Notwithstanding the foregoing, (i) Non-Guarantor Subsidiaries, (ii) to the extent that such Additional Collateral consisting of inventory and receivables is not permitted security to be pledged to the Banks by Indebtedness incurred pursuant to Section 7.04(fafforded thereby), Foreign Subsidiaries acquired pursuant to a Designated Acquisition and (iii) the Company's Subsidiaries in Mexico, Singapore and South Africa shall not be required to comply with the provisions of the foregoing sentence and no Liens will be required if prohibited by a prohibition on Liens permitted to exist by Section 6.12(b). The Borrowers shall use their reasonable best efforts to limit the collateral that Foreign Subsidiaries acquired pursuant to a Designated Acquisition or otherwise shall provide to lenders providing the facilities permitted by Sections 7.04(f) and 7.04(g). All actions taken by the parties in connection with the pledge of Additional Collateral, including, without limitation, costs of counsel for the Agents or the Collateral Agent, shall be for the account of the Borrowers, which shall pay all sums due on demand.

Pledge of Additional Collateral. Subject to the exceptions set forth in Section 6.12(b), and unless the Administrative Agent in its reasonable discretion consents to any event Additional Collateral (as hereinafter defined) being excluded from the provisions of this Section 6.14, within 30 days after the acquisition by the Company or any of its Subsidiaries of (i) Real Property in the United States or States, the United KingdomKingdom or Canada; provided that for purposes of this Section 6.14, leased Real Property shall only be included if manufacturing operations take place on such leased Real Property, (ii) assets (other than the Real Property) of the type that would have constituted Collateral (pursuant to the appropriate any Security Document on the Closing Date or Effective Date, as applicable, executed by such Person) at the Closing Date or the Effective Date (this clause (ii) shall include, without limitation, such assets of any Subsidiary described in clause (iii) below) or (iii) capital stock or other equity interest of any Subsidiary (other than a Subsidiary of a Non-Guarantor Subsidiary), which shall be limited to 65% of the capital stock or other equity interest in the case of a Foreign Subsidiary that is not a pass-through entity and where the pledge would have the effects set forth in clause (a)(i) or (ii) of the definition of Non-Guarantor Subsidiary (whether by capital contribution or acquisition) (collectively, (i), (ii), (iii) and the assets of any Subsidiary described in (iii), ; the "Additional Collateral"), the Company will, and will cause each of its Subsidiaries to, take all necessary action, including including, without limitation, 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, entering into or amending Security Documents or, in the case where the Company or any of its Subsidiaries creates or acquires a Subsidiary, entering into such additional pledge agreements and security agreements in form and substance satisfactory to the Collateral Agent (and, in the case of the acquisition of Real Property in the United States or States, the United KingdomKingdom or Canada, satisfaction of the conditions set forth in Sections 4.01(b)(iv), 4.01(q) and 4.01(u) and, in the case of the acquisition of personal property, satisfaction of the conditions set forth in Sections 4.01(b)(iv) (upon the request of the Collateral Agent) and 4.01(n)), to grant to the Collateral Agent a perfected first priority Lien in such Collateral subject to no other Liens other than Prior Liens and other Liens expressly permitted by the applicable Security Document pursuant to and to the full extent required by the Security Documents and this Agreement. Notwithstanding the foregoing, (i) Non-Guarantor Subsidiaries, Subsidiaries and (ii) Foreign Subsidiaries to the extent that such Additional Collateral of such Foreign Subsidiaries consisting of inventory and receivables is not permitted to be pledged to the Banks by Indebtedness incurred pursuant to Section 7.04(f), Foreign Subsidiaries acquired pursuant to a Designated Acquisition and (iii) the Company's Subsidiaries in Mexico, Singapore and South Africa shall not be required to comply with the provisions of the foregoing sentence and no Liens will be required if prohibited by a prohibition on Liens permitted to exist by Section 6.12(b)sentence. The Borrowers shall use their reasonable best efforts to limit the collateral that Foreign Subsidiaries acquired pursuant to a Designated Acquisition or otherwise after the Effective Date shall provide to lenders providing the facilities permitted by Sections 7.04(f) and 7.04(g). All actions taken by the parties in connection with the pledge of Additional Collateral, including, without limitation, costs of counsel for the Agents or the Collateral Agent, shall be for the account of the Borrowers, which shall pay all sums due on demand." (ZZ) The heading of Section 6.15 of the Agreement is hereby amended in its entirety to read as follows:

Pledge of Additional Collateral. Subject to Section 6.12(b), and in any event within 30 days after the acquisition by the Company Borrower or any of its Subsidiaries of (i) Real Property in the United States or the United KingdomProperty, (ii) assets (other than the Real Property) of the type that would have constituted Collateral (pursuant to the appropriate Security Document on the Closing Date or Effective Date, as applicable, executed by such Person) at the Closing Date or the Effective Date or (iii) capital stock or other equity interest of any Subsidiary (other than a Subsidiary of a Non-Guarantor Subsidiary), which shall be limited to 65% of the capital stock or other equity interest in the case of a Foreign Subsidiary that is not a pass-through entity and where the pledge would have the effects set forth in clause (a)(i) or (ii) of the definition of Non-Guarantor Subsidiary (whether by capital contribution or acquisition) (collectively, (i), (ii), (iii) and the assets of any Subsidiary described in (iii), the "Additional Collateral"), the Company Borrower will, and will cause each of its 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, entering into or amending Security Documents or, in the case the Company Borrower or any of its Subsidiaries creates or acquires a Subsidiary, entering into such additional pledge agreements and security agreements in form and substance satisfactory to the Collateral Agent (and, in the case of the acquisition of Real Property in the United States or the United KingdomProperty, satisfaction of the conditions set forth in Sections 4.01(b)(iv4.01(b)(ii), 4.01(q4.01(p) and 4.01(u4.01(t) and, in the case of the acquisition of personal property, satisfaction of the conditions set forth in Sections 4.01(b)(iv4.01(b)(ii) and 4.01(n4.01(m)), to grant to the Collateral Agent a perfected first priority Lien in such Collateral Lien, subject to no other Liens other than Prior Liens and other Liens expressly permitted by the applicable Security Document Documents, in such Collateral pursuant to and to the full extent required by the Security Documents and this Agreement. Notwithstanding the foregoing, (i) Non-Guarantor Subsidiaries, (ii) to the extent that such Additional Collateral consisting of inventory and receivables is not permitted to be pledged to the Banks by Indebtedness incurred pursuant to Section 7.04(f), Foreign Subsidiaries acquired pursuant to a Designated Acquisition and (iii) the Company's Subsidiaries in Mexico, Singapore and South Africa shall not be required to comply with the provisions of the foregoing sentence and no Liens will be required if prohibited by a prohibition on Liens permitted to exist by Section 6.12(b). The Borrowers shall use their reasonable best efforts to limit the collateral that Foreign Subsidiaries acquired pursuant to a Designated Acquisition or otherwise shall provide to lenders providing the facilities permitted by Sections 7.04(f) and 7.04(g). All actions taken by the parties in connection with the pledge of Additional Collateral, including, without limitation, costs of counsel for the Agents Agent or the Collateral Agent, shall be for the account of the BorrowersBorrower, which shall pay all sums due on within 5 Business Days of demand.

Pledge of Additional Collateral. Subject to Section 6.12(b), and in any event within 30 days after the acquisition by the Company Borrower or any of its Subsidiaries of (i) Real Property in the United States or the United KingdomProperty, (ii) assets (other than the Real Property) of the type that would have constituted Collateral (pursuant to the appropriate Security Document on the Closing Date or Effective Date, as applicable, executed by such Person) at the Closing Date or the Effective Date or (iii) capital stock or other equity interest of any Subsidiary (other than a Subsidiary the acquisition of a Non-Guarantor Subsidiary), which shall be limited to 65% of the capital stock or other equity interest in the case of a Foreign Subsidiary that is not a pass-through entity and where the pledge would have the effects set forth in clause (a)(i) or (ii) of the definition of Non-Guarantor Subsidiary Shares (whether by capital contribution or acquisition) (collectively, (i), (ii), (iii) and the assets of any Subsidiary described in (iii), the "Additional Collateral"), the Company Borrower will, and will cause each of its 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, entering into or amending Security Documents or, in the case the Company Borrower or any of its Subsidiaries creates or acquires a Subsidiary, entering into such additional pledge agreements and security agreements in form and substance satisfactory to the Collateral Agent or, in the case the Borrower or any of its Subsidiaries acquires Real Property for a purchase price in excess of $50,000, entering into Mortgages (and, in the case of the acquisition of Real Property in the United States or the United KingdomProperty, satisfaction of the conditions set forth in Sections 4.01(b)(iv4.01(b)(ii), 4.01(q) and 4.01(u) as if such Real Property were Mortgaged Real Property and, in the case of the acquisition of personal property, satisfaction of the conditions set forth in Sections 4.01(b)(iv4.01(b)(ii) and 4.01(n)), to grant to the Collateral Agent a perfected first priority Lien in such Collateral subject to no other Liens other than Prior Liens and other Liens expressly permitted by the applicable Security Document pursuant to and to the full extent required by the Security Documents and this Agreement. Notwithstanding the foregoing, (i) Non-Guarantor Subsidiaries, (ii) to the extent that such Additional Collateral consisting of inventory and receivables is not permitted to be pledged to the Banks by Indebtedness incurred pursuant to Section 7.04(f), Foreign Subsidiaries acquired pursuant to a Designated Acquisition and (iii) the Company's Subsidiaries in Mexico, Singapore and South Africa shall not be required to comply with the provisions of the foregoing sentence and no Liens will be required if prohibited by a prohibition on Liens permitted to exist by Section 6.12(b). The Borrowers shall use their reasonable best efforts to limit the collateral that Foreign Subsidiaries acquired pursuant to a Designated Acquisition or otherwise shall provide to lenders providing the facilities permitted by Sections 7.04(f) and 7.04(g). All actions taken by the parties in connection with the pledge of Additional Collateral, including, without limitation, costs of counsel for the Agents Agent or the Collateral Agent, shall be for the account of the BorrowersBorrower, which shall pay all sums due on demand.