Common use of Property Acquired Subsequent to the Closing Date and Right to Take Additional Collateral Clause in Contracts

Property Acquired Subsequent to the Closing Date and Right to Take Additional Collateral. Except as notice therefor is otherwise provided for herein or in any Security Document, the Borrower shall provide the Administrative Agent with prompt written notice with respect to any personal property constituting Collateral (other than in the ordinary course of business and excluding Accounts, Inventory, Equipment and General Intangibles and other property acquired in the ordinary course of business) acquired by any Credit Party subsequent to the Closing Date. In addition to any other right that the Administrative Agent and the Lenders may have pursuant to this Agreement or otherwise, upon written request of the Administrative Agent, whenever made, the Borrower shall, and shall cause each Guarantor of Payment to, grant to the Administrative Agent, for the benefit of the Lenders, as additional security for the Secured Obligations, a first Lien on any personal property of the Borrower and each Guarantor of Payment constituting Collateral (other than for leased equipment or equipment subject to a purchase money security interest in which the lessor or purchase money lender of such equipment holds a first priority security interest, in which case, the Administrative Agent shall have the right to obtain a security interest junior only to such lessor or purchase money lender), including, without limitation, such property acquired subsequent to the Closing Date, in which the Administrative Agent does not have a first priority Lien. The Borrower agrees that, within twenty (20) days after the date of such written request, to secure all of the Secured Obligations by delivering to the Administrative Agent security agreements, intellectual property security agreements and pledge agreements with respect to any of the Credit Parties and relating to the Collateral. In addition, the Borrower agrees that, within thirty (30) days after the date of such written request, it will use commercially reasonable efforts to deliver to the Administrative Agent such documents, instruments or agreements or such thereof as the Administrative Agent may require with respect to any of the Credit Parties and relating to perfection of the security interest of the Administrative Agent in the Collateral. The Borrower shall pay all recordation, legal and other expenses in connection therewith.

Property Acquired Subsequent to the Closing Date and Right to Take Additional Collateral. Except as notice therefor is otherwise provided for herein or in any Security Document, the The Borrower shall provide the Administrative Agent with prompt written notice with respect to any Material Real Property or material personal property constituting Collateral (other than in the ordinary course of business accounts, inventory, equipment and excluding Accounts, Inventory, Equipment and General Intangibles general intangibles and other property acquired in the ordinary course of business) acquired (including, in the case of Material Real Property, leased) by any Credit Loan Party subsequent to the Closing Date. In addition to any other right that the Administrative Agent and the Lenders may have pursuant to this Agreement or otherwise, upon written request of the Administrative Agent, whenever made, the Borrower shall, and shall cause each Guarantor of Payment Loan Party to, grant to the Administrative Agent, for the benefit of the Lenders, as additional security for the Secured Obligations, a first perfected first-priority Lien on any Material Real Property or personal property of the Borrower and each Guarantor of Payment constituting Collateral Loan Party (other than for leased equipment or equipment subject to a purchase money security interest in which the lessor or purchase money lender of such equipment holds a first priority security interest, in which case, the Administrative Agent shall have the right to obtain a security interest junior only to such lessor or purchase money lender), including, without limitation, such property acquired subsequent to the Closing Date, in which the Administrative Agent does not have a perfected first priority Lien. The Borrower agrees thatagrees, (i) in the case of Material Real Property, to provide all Real Estate Requirements with respect to such Material Real Property within 60 days (or such later time as may be specified by the Administrative Agent in its sole discretion), and (ii) in all other cases, within twenty (20) ten days after the date of such a written requestrequest by the Administrative Agent, to secure all of the Secured Obligations by delivering to the Administrative Agent security agreements, intellectual property security agreements and agreements, pledge agreements with respect to any agreements, mortgages (or deeds of the Credit Parties and relating to the Collateral. In additiontrust, the Borrower agrees that, within thirty (30if applicable) days after the date of such written request, it will use commercially reasonable efforts to deliver to the Administrative Agent such or other documents, instruments or agreements or such thereof as the Administrative Agent may require with respect to any of the Credit Parties and relating to perfection of the security interest of the Administrative Agent in the Collateralrequire. The Borrower shall pay all recordation, legal and other expenses in connection therewith.

Property Acquired Subsequent to the Closing Date and Right to Take Additional Collateral. Except as notice therefor is otherwise provided for herein or in any Security Document, the The Borrower shall provide the Administrative Agent with prompt written notice with respect to any real or personal property constituting Collateral (other than in the ordinary course of business and excluding Accounts, Inventory, Equipment and General Intangibles and other property acquired in the ordinary course of businessbusiness or any Investment Property that constitutes securities of a Foreign Subsidiary not required to be pledged pursuant to this Agreement) acquired by any Credit Party subsequent to the Closing Date. In addition to any other right that the Administrative Agent and the Lenders may have pursuant to this Agreement or otherwise, upon written request of the Administrative Agent, whenever made, the Borrower shall, and shall cause each Guarantor of Payment to, grant to the Administrative Agent, for the benefit of the Lenders, as additional security for the Secured Obligations, a first (or, in the case of the Indenture Priority Collateral, so long as the Intercreditor Agreement is in effect, a second) Lien on any real or personal property of the Borrower and each Guarantor of Payment constituting Collateral (other than for leased equipment or equipment subject to a purchase money security interest in which the lessor or purchase money lender of such equipment holds a first priority security interest, in which case, the Administrative Agent shall have the right to obtain a security interest junior only to such lessor or purchase money lender), including, without limitation, such property acquired subsequent to the Closing Date, in which the Administrative Agent does not have a first (or, in the case of the Indenture Priority Collateral, so long as the Intercreditor Agreement is in effect, a second) priority Lien. The Borrower agrees that, within twenty (20) ten days after the date of such written request, to secure all of the Secured Obligations by delivering to the Administrative Agent security agreements, intellectual property security agreements and agreements, pledge agreements with respect to any agreements, mortgages (or deeds of the Credit Parties and relating to the Collateral. In additiontrust, the Borrower agrees that, within thirty (30if applicable) days after the date of such written request, it will use commercially reasonable efforts to deliver to the Administrative Agent such or other documents, instruments or agreements or such thereof as the Administrative Agent may require with respect to any of the Credit Parties and relating to perfection of the security interest of the Administrative Agent in the CollateralParties. The Borrower shall pay all recordation, legal and other expenses in connection therewith.

Property Acquired Subsequent to the Closing Date and Right to Take Additional Collateral. Except as notice therefor is otherwise provided for herein or in any Security Document, the Borrower Borrowers shall provide the Administrative Agent with prompt written notice with respect to any real or personal property constituting Collateral (other than in the ordinary course of business and excluding Accounts, Inventory, Equipment and General Intangibles and other property acquired in the ordinary course of businessbusiness or any Investment Property that constitutes securities of a Foreign Subsidiary not required to be pledged pursuant to this Agreement) acquired by any Credit Party Company subsequent to the Closing DateDate with an individual value in excess of One Million Dollars ($1,000,000). In addition to any other right that the Administrative Agent and the Lenders may have pursuant to this Agreement or otherwise, upon written request of the Administrative Agent, whenever made, the Borrower Borrowers shall, and shall cause each Guarantor of Payment to, grant to the Administrative Agent, for the benefit of the Lenders, as additional security for the Secured Obligations, a first Lien on any real or personal property of the each Borrower and each Guarantor of Payment constituting Collateral (other than for leased equipment or equipment subject to a purchase money security interest in which the lessor or purchase money lender of such equipment holds a first priority security interest, in which case, the Administrative Agent shall have the right to obtain a security interest junior only to such lessor or purchase money lender), including, without limitation, such property acquired subsequent to the Closing Date, in which the Administrative Agent does not have a first priority Lien. The Borrower agrees thatBorrowers agree, within twenty (20) ten days after the date of such written request, to secure all of the Secured Obligations by delivering to the Administrative Agent security agreements, intellectual property security agreements and agreements, pledge agreements with respect to any agreements, mortgages (or deeds of the Credit Parties and relating to the Collateral. In additiontrust, the Borrower agrees that, within thirty (30if applicable) days after the date of such written request, it will use commercially reasonable efforts to deliver to the Administrative Agent such or other documents, instruments or agreements or such thereof as the Administrative Agent may require with respect to any of the Credit Parties and relating to perfection of the security interest of the Administrative Agent in the Collateralrequire. The Borrower Borrowers shall pay all recordation, legal and other expenses in connection therewith.

Property Acquired Subsequent to the Closing Date and Right to Take Additional Collateral. Except as notice therefor is otherwise provided for herein or in any Security Document, the Borrower Borrowers shall provide the Administrative Agent with prompt written notice with respect to any real or personal property constituting Collateral (other than in the ordinary course of business and excluding Accounts, Inventory, Equipment and General Intangibles and other property acquired in the ordinary course of business, or any Investment Property that constitutes securities of a Foreign Subsidiary not required to be pledged pursuant to this Agreement) acquired by any Credit Party subsequent to the Closing Date. In addition to any other right that the Administrative Agent and the Lenders may have pursuant to this Agreement or otherwise, upon written request of Agent or the Administrative AgentRequired Lenders, whenever made, the Borrower Borrowers shall, and shall cause each Guarantor of Payment to, grant to the Administrative Agent, for the benefit of the Lenders, as additional security for the Secured Obligations, a first Lien on any real or personal property of the each Borrower and each Guarantor of Payment constituting Collateral (other than for leased equipment or equipment subject to a purchase money security interest in which the lessor or purchase money lender of such equipment holds a first priority security interest, in which case, the Administrative Agent shall have the right to obtain a security interest junior only to such lessor or purchase money lender), including, without limitation, such property acquired subsequent to the Closing Date, in which the Administrative Agent does not have a first priority Lien. The Borrower agrees thatBorrowers agree, within twenty (20) ten days after the date of such written request, to secure all of the Secured Obligations by delivering to the Administrative Agent security agreements, intellectual property security agreements and agreements, pledge agreements with respect to any agreements, mortgages (or deeds of the Credit Parties and relating to the Collateral. In additiontrust, the Borrower agrees that, within thirty (30if applicable) days after the date of such written request, it will use commercially reasonable efforts to deliver to the Administrative Agent such or other documents, instruments or agreements or such thereof as the Administrative Agent may require with respect to any of the Credit Parties and relating to perfection of the security interest of the Administrative Agent in the CollateralParties. The Borrower Borrowers shall pay all recordation, legal and other expenses in connection therewith.

Property Acquired Subsequent to the Closing Date and Right to Take Additional Collateral. Except as notice therefor is otherwise provided for herein or in any Security Document, the Borrower The Borrowers shall provide the Administrative Agent with prompt written notice with respect to any material real or personal property constituting Collateral (other than in the ordinary course of business and excluding Accounts, Inventory, Equipment and General Intangibles and other property acquired in the ordinary course of businessbusiness or any Investment Property that constitutes securities of a Foreign Subsidiary not required to be pledged pursuant to this Agreement) acquired by any Domestic Credit Party subsequent to the Closing DateDate (unless notice has already been provided pursuant to section 5.13 hereof). In addition to any other right that the Administrative Agent and the Lenders may have pursuant to this Agreement or otherwise, upon written request of the Administrative Agent, whenever made, the Borrower Borrowers shall, and shall cause each Domestic Guarantor of Payment to, grant to the Administrative Agent, for the benefit of the Lenders, as additional security for the Secured Obligations, a first Lien on any real or personal property of the each Borrower and each Domestic Guarantor of Payment constituting Collateral (other than for leased equipment or equipment subject to a purchase money security interest in which the lessor or purchase money lender of such equipment holds a first priority security interest, in which case, the Administrative Agent shall have the right to obtain a security interest junior only to such lessor or purchase money lender), including, without limitation, such the real property located at (a) 4000 XX 000, Xxxxx Xxxxxxx, Xxxxx 00000, (b) 3000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxx, Xxxxxxxxxx 00000, and (c) any other property acquired subsequent to the Closing Date, in which the Administrative Agent does not have a first priority Lien. The Borrower agrees thatBorrowers agree, within twenty (20) ten days after the date of such written requestrequest (or such longer period as may be agreed to by the Administrative Agent in writing in its sole discretion), to secure all of the Secured Obligations by delivering to the Administrative Agent security agreements, intellectual property security agreements and agreements, pledge agreements with respect to any agreements, mortgages (or deeds of the Credit Parties and relating to the Collateral. In additiontrust, the Borrower agrees that, within thirty (30if applicable) days after the date of such written request, it will use commercially reasonable efforts to deliver to the Administrative Agent such or other documents, instruments or agreements or such thereof as the Administrative Agent may require with respect to any of the Credit Parties and relating to perfection of the security interest of the Administrative Agent in the Collateralreasonably require. The Borrower Borrowers shall pay all reasonable recordation, legal and other expenses in connection therewith.

Property Acquired Subsequent to the Closing Date and Right to Take Additional Collateral. Except as notice therefor is otherwise provided for herein or in any Security Document, the Borrower shall provide the Administrative Agent with prompt written notice with respect to any real or personal property constituting Collateral (other than in the ordinary course of business and excluding Accounts, Inventory, Equipment and General Intangibles and other property acquired in the ordinary course of businessbusiness or any Investment Property that constitutes securities of a Foreign Subsidiary not required to be pledged pursuant to this Agreement) acquired by any Credit Party subsequent to the Closing Date. In addition to any other right that the Administrative Agent and the Lenders may have pursuant to this Agreement or otherwise, upon written request of the Administrative Agent, whenever made, the Borrower shall, and shall cause each Guarantor of Payment to, grant to the Administrative Agent, for the benefit of the Lenders, as additional security for the Secured Obligations, a first (or, in the case of the Indenture Priority Collateral, so long as the Intercreditor Agreement is in effect, a second) Lien on any real or personal property of the Borrower and each Guarantor of Payment constituting Collateral (other than for leased equipment or equipment subject to a purchase money security interest in which the lessor or purchase money lender of such equipment holds a first priority security interest, in which case, the Administrative Agent shall have the right to obtain a security interest junior only to such lessor or purchase money lender), including, without limitation, such property acquired subsequent to the Closing Date, in which the Administrative Agent does not have a first (or, in the case of the Indenture Priority Collateral, so long as the Intercreditor Agreement is in effect, a second) priority Lien. The Borrower agrees that, within twenty (20) ten days after the date of such written request, to secure all of the Secured Obligations by delivering to the Administrative Agent security agreements, intellectual property security agreements and agreements, pledge agreements with respect to any agreements, mortgages (or deeds of the Credit Parties and relating to the Collateral. In additiontrust, the Borrower agrees that, within thirty (30if applicable) days after the date of such written request, it will use commercially reasonable efforts to deliver to the Administrative Agent such or other documents, instruments or agreements or such thereof as the Administrative Agent may require with respect to any of the Credit Parties and relating to perfection of the security interest of the Administrative Agent in the CollateralParties. The Borrower shall pay all recordation, legal and other expenses in connection therewith.

Property Acquired Subsequent to the Closing Date and Right to Take Additional Collateral. Except as notice therefor is otherwise provided for herein or in any Security Document, the Borrower The Borrowers shall provide the Administrative Agent with prompt written notice with respect to any personal property constituting Collateral (other than in the ordinary course of business and excluding Accounts, Inventory, Equipment and General Intangibles and other property acquired in the ordinary course of business) acquired by any Credit Party subsequent to the Closing Date. In addition to any other right that the Administrative Agent and the Lenders may have pursuant to this Agreement or otherwise, upon written request of the Administrative Agent, whenever made, the Borrower Borrowers shall, and shall cause each Guarantor of Payment to, grant to the Administrative Agent, for the benefit of the Lenders, as additional security for the Secured Obligations, a first Lien on any personal property of the each Borrower and each Guarantor of Payment constituting Collateral (other than for leased equipment or equipment subject to a purchase money security interest in which the lessor or purchase money lender of such equipment holds a first priority security interest, in which case, if the property is not otherwise Excluded Property, the Administrative Agent shall have the right to obtain a security interest junior only to such lessor or purchase money lender), including, without limitation, such property acquired subsequent to the Closing Date, in which the Administrative Agent does not have a first priority Lien. The Borrower agrees thatBorrowers agree, within twenty ten (2010) days after the date of such written request, to secure all of the Secured Obligations by delivering to the Administrative Agent security agreements, intellectual property security agreements and agreements, pledge agreements with respect to any agreements, mortgages (or deeds of the Credit Parties and relating to the Collateral. In additiontrust, the Borrower agrees that, within thirty (30if applicable) days after the date of such written request, it will use commercially reasonable efforts to deliver to the Administrative Agent such or other documents, instruments or agreements or such thereof as the Administrative Agent may require with respect to any of the Credit Parties and relating to perfection of the security interest of the Administrative Agent in the Collateralrequire. The Borrower Borrowers shall pay all recordation, legal and other expenses in connection therewith. With respect to property of a Foreign Guarantor of Payment, if the execution and delivery of any agreement or taking of any action in connection with the foregoing under the laws of the applicable foreign jurisdiction is impractical or cost prohibitive, in the reasonable judgment of the Administrative Agent, after consultation with the Administrative Borrower, then the Administrative Agent may elect to forego requiring the applicable Credit Parties from executing and delivering any such agreement or the taking of any such action.

Property Acquired Subsequent to the Closing Date and Right to Take Additional Collateral. Except as notice therefor is otherwise provided for herein or in any Security Document, the The Borrower shall provide the Administrative Agent with prompt written notice with respect to any Material Real Property or material personal property constituting Collateral (other than in the ordinary course of business accounts, inventory, equipment and excluding Accounts, Inventory, Equipment and General Intangibles general intangibles and other property acquired in the ordinary course of business) acquired (including, in the case of Material Real Property, leased) by any Credit Loan Party subsequent to the Closing Date. In addition to any other right that the Administrative Agent and the Lenders may have pursuant to this Agreement or otherwise, upon written request of the Administrative Agent, whenever made, the Borrower shall, and shall cause each Guarantor of Payment Loan Party to, grant to the Administrative Agent, for the benefit of the Lenders, as additional security for the Secured Obligations, a first perfected first-priority (subject to the terms of the Intercreditor Agreement) Lien on any Material Real Property or personal property of the Borrower and each Guarantor of Payment constituting Collateral Loan Party (other than for leased equipment or equipment subject to a purchase money security interest in which the lessor or purchase money lender of such equipment holds a first priority security interest, in which case, the Administrative Agent shall have the right to obtain a security interest junior only to such lessor or purchase money lender), including, without limitation, such property acquired subsequent to the Closing Date, in which the Administrative Agent does not have a perfected first priority Lien. The Borrower agrees thatagrees, (i) in the case of Material Real Property, to provide all Real Estate Requirements with respect to such Material Real Property within 60 days (or such later time as may be specified by the Administrative Agent in its sole discretion), and (ii) in all other cases, within twenty (20) ten days after the date of such a written requestrequest by the Administrative Agent, to secure all of the Secured Obligations by delivering to the Administrative Agent security agreements, intellectual property security agreements and agreements, pledge agreements with respect to any agreements, mortgages (or deeds of the Credit Parties and relating to the Collateral. In additiontrust, the Borrower agrees that, within thirty (30if applicable) days after the date of such written request, it will use commercially reasonable efforts to deliver to the Administrative Agent such or other documents, instruments or agreements or such thereof as the Administrative Agent may require with respect to any of the Credit Parties and relating to perfection of the security interest of the Administrative Agent in the Collateralrequire. The Borrower shall pay all recordation, legal and other expenses in connection therewith.

Property Acquired Subsequent to the Closing Date and Right to Take Additional Collateral. Except as notice therefor is otherwise provided for herein or in any Security Document, the Borrower The Borrowers shall provide the Administrative Agent with prompt written notice with respect to any personal property constituting Collateral (other than in the ordinary course of business and excluding Accounts, Inventory, Equipment and General Intangibles and other property acquired in the ordinary course of business) acquired by any Credit Party subsequent to the Closing Date. In addition to any other right that the Administrative Agent and the Lenders may have pursuant to this Agreement or otherwise, upon written request of the Administrative Agent, whenever made, the Borrower Borrowers shall, and shall cause each Guarantor of Payment to, grant to the Administrative Agent, for the benefit of the Lenders, as additional security for the Secured Obligations, a first Lien on any personal property of the each Borrower and each Guarantor of Payment constituting Collateral (other than for leased equipment or equipment subject to a purchase money security interest in which the lessor or purchase money lender of such equipment holds a first priority security interest, in which case, if the property is not otherwise Excluded Property, the Administrative Agent shall have the right to obtain a security interest junior only to such lessor or purchase money lender), including, without limitation, such property acquired subsequent to the Closing Date, in which the Administrative Agent does not have a first priority Lien. The Borrower agrees thatBorrowers agree, within twenty ten (2010) days after the date of such written request, to secure all of the Secured Obligations by delivering to the Administrative Agent security agreements, intellectual property security agreements and agreements, pledge agreements with respect to any agreements, mortgages (or deeds of the Credit Parties and relating to the Collateral. In additiontrust, the Borrower agrees that, within thirty (30if applicable) days after the date of such written request, it will use commercially reasonable efforts to deliver to the Administrative Agent such or other documents, instruments or agreements or such thereof as the Administrative Agent may require with respect to any of the Credit Parties and relating to perfection of the security interest of the Administrative Agent in the Collateralrequire. The Borrower Borrowers shall pay all recordation, legal and other expenses in connection therewith.

Property Acquired Subsequent to the Closing Date and Right to Take Additional Collateral. Except as notice therefor is otherwise provided for herein or in any Security Document, the The Borrower shall provide the Administrative Agent with prompt written notice with respect to any Material Real Property or material personal property constituting Collateral (other than in the ordinary course of business accounts, inventory, equipment and excluding Accounts, Inventory, Equipment and General Intangibles general intangibles and other property acquired in the ordinary course of business) acquired (including, in the case of Material Real Property, leased) by any Credit Loan Party subsequent to the Closing Date. In addition to any other right that the Administrative Agent and the Lenders may have pursuant to this Agreement or otherwise, upon written request of the Administrative Agent, whenever made, the Borrower shall, and shall cause each Guarantor of Payment Loan Party to, grant to the Administrative Agent, for the benefit of the Lenders, as additional security for the Secured Obligations, a first perfected second-priority Lien on any Material Real Property or personal property of the Borrower and each Guarantor of Payment constituting Collateral Loan Party (other than for leased equipment or equipment subject to a purchase money security interest in which the lessor or purchase money lender of such equipment holds a first priority security interest, in which case, the Administrative Agent shall have the right to obtain a security interest junior only to such lessor or purchase money lender), including, without limitation, such property acquired subsequent to the Closing Date, in which the Administrative Agent does not have a perfected first priority Lien. The Borrower agrees thatagrees, (i) in the case of Material Real Property, to provide all Real Estate Requirements with respect to such Material Real Property within 60 days (or such later time as may be specified by the Administrative Agent in its sole discretion), and (ii) in all other cases, within twenty (20) ten days after the date of such a written requestrequest by the Administrative Agent, to secure all of the Secured Obligations by delivering to the Administrative Agent security agreements, intellectual property security agreements and agreements, pledge agreements with respect to any agreements, mortgages (or deeds of the Credit Parties and relating to the Collateral. In additiontrust, the Borrower agrees that, within thirty (30if applicable) days after the date of such written request, it will use commercially reasonable efforts to deliver to the Administrative Agent such or other documents, instruments or agreements or such thereof as the Administrative Agent may require with respect to any of the Credit Parties and relating to perfection of the security interest of the Administrative Agent in the Collateralrequire. The Borrower shall pay all recordation, legal and other expenses in connection therewith.

Property Acquired Subsequent to the Closing Date and Right to Take Additional Collateral. Except as notice therefor is otherwise provided for herein or in any Security Document, the Borrower The Borrowers shall provide the Administrative Agent and the Foreign Collateral Agent with prompt written notice with respect to any Material Real Property or material personal property constituting Collateral (other than in the ordinary course of business accounts, inventory, equipment and excluding Accounts, Inventory, Equipment and General Intangibles general intangibles and other property acquired in the ordinary course of business) acquired (including, in the case of Material Real Property, leased) by any Credit Party subsequent to the Closing Date. In addition to any other right that the Administrative Agent, the Foreign Collateral Agent and the Lenders may have pursuant to this Agreement or otherwise, upon written request of the Administrative Agent or the Foreign Collateral Agent, whenever made, the Borrower Borrowers shall, and shall cause each Guarantor of Payment Credit Party to, grant to the Administrative Agent, for the benefit of the Lenders, as additional security for the Secured Obligations, a first perfected Lien (subject to the terms of the Intercreditor Agreement) on any Material Real Property or personal property of the Borrower and each Guarantor of Payment constituting Collateral Credit Party (other than for leased equipment or equipment subject to a purchase money security interest in which the lessor or purchase money lender of such equipment holds a first priority security interest, in which case, the Administrative Agent shall have the right to obtain a security interest junior only to such lessor or purchase money lender), including, without limitation, such property acquired subsequent to the Closing Date, in which the Administrative Agent does not have a perfected first priority Lien. The Borrower agrees thatBorrowers agree, (i) in the case of Material Real Property, to provide all Real Estate Requirements with respect to such Material Real Property within 60 days (or such later time as may be specified by the Administrative Agent in its Permitted Discretion), and (ii) in all other cases, within twenty (20) ten days after the date of such a written requestrequest by the Administrative Agent, to secure all of the Secured Obligations by delivering to the Administrative Agent security agreements, intellectual property security agreements and agreements, pledge agreements with respect to any agreements, mortgages (or deeds of the Credit Parties and relating to the Collateral. In additiontrust, the Borrower agrees that, within thirty (30if applicable) days after the date of such written request, it will use commercially reasonable efforts to deliver to the Administrative Agent such or other documents, instruments or agreements or such thereof as the Administrative Agent may require with respect to any of the Credit Parties and relating to perfection of the security interest of the Administrative Agent in the Collateralrequire. The Borrower Borrowers shall pay all recordation, legal and other expenses in connection therewith.

Property Acquired Subsequent to the Closing Date and Right to Take Additional Collateral. Except as notice therefor is otherwise provided for herein or in any Security Document, the The Borrower shall provide the Administrative Agent with prompt written notice with respect to any owned real property with a value in excess of $1,000,000 or personal property constituting Collateral (other than in the ordinary course of business and excluding Accounts, Inventory, Equipment and General Intangibles and other personal property acquired in the ordinary course of businessbusiness or any Investment Property that constitutes securities of a Foreign Subsidiary not required to be pledged pursuant to this Agreement) acquired by any Credit Party Company subsequent to the Closing Date. In addition to and without limiting any other right that the Administrative Agent and the Lenders may have pursuant to this Agreement Agreement, the Security Documents or otherwise, upon written request of the Administrative Agent, whenever made, the Borrower shall, and shall cause each Guarantor of Payment to, grant to the Administrative Agent, for the benefit of the LendersSecured Parties, as additional security for the Secured Obligations, a first Lien on any owned real property with a value in excess of $1,000,000 and any personal property of the Borrower and each Guarantor of Payment constituting Collateral (other than for leased equipment or equipment subject to a purchase money security interest in which the lessor or purchase money lender of such equipment holds a first priority security interest, in which case, the Administrative Agent shall have the right to obtain a security interest that is junior only to such lessor or purchase money lender), including, without limitation, such property acquired subsequent to the Closing Date, in which the Administrative Agent does not have a first priority Lien; provided that, if, at any time, the Companies own real property that is not subject to a mortgage and that has an aggregate value of greater than $3,000,000, the Borrower shall promptly cause one or more Companies to grant to the Administrative Agent, for the benefit of the Secured Parties, a first priority security interest in such real property, so that the aggregate amount of owned real property of the Companies that is not subject to a mortgage is less than or equal to $3,000,000 and if the applicable Company is not a Guarantor of Payment and is a Material Domestic Subsidiary, cause such Company to become a Guarantor of Payment. The Borrower agrees that, within twenty (20) ten days after the date of such written request, to secure all of the Secured Obligations by delivering delivering, or causing the applicable Guarantor of Payment to deliver, to the Administrative Agent security agreements, intellectual property security agreements and agreements, pledge agreements with respect to any agreements, mortgages (or deeds of the Credit Parties and relating to the Collateral. In additiontrust, the Borrower agrees that, within thirty (30if applicable) days after the date of such written request, it will use commercially reasonable efforts to deliver to the Administrative Agent such or other documents, instruments or agreements or such thereof as the Administrative Agent may require with respect to any of the Credit Parties and relating to perfection of the security interest of the Administrative Agent in the Collateralrequire. The Borrower shall pay all recordation, legal and other expenses in connection therewith.