Common use of Additional Collateral Clause in Contracts

Additional Collateral. The Borrower will, and will cause each of its Subsidiaries to, from time to time at its own cost and expense, promptly secure or cause to be secured the Obligations by creating or causing to be created in favor of the Administrative Agent for the benefit of the Lenders and the Administrative Agent perfected security interests (subject only to Permitted Liens) with respect to all inventory, receivables, equipment, accounts, copyrights, patents, trademarks, licenses, other general intangibles, Real Estate and other assets of the Borrower and such Subsidiaries (other than Excluded Assets), whether now owned or hereafter acquired, to the extent the Administrative Agent shall so request. All such security interests will be created under security agreements, mortgages and other instruments and documents in form and substance reasonably satisfactory to the Administrative Agent, and the Borrower shall deliver to the Administrative Agent all such instruments and documents (including, without limitation, legal opinions, title insurance policies and lien searches) as the Administrative Agent shall reasonably request to evidence the satisfaction of the obligations created by this §9.13. The Borrower agrees to provide such evidence as the Administrative Agent shall reasonably request as to the perfection and priority of such security interests (subject only to Permitted Liens). The Borrower shall promptly notify the Administrative Agent in the event the Borrower or any Subsidiary acquires any Collateral not otherwise subject to (a) the first priority perfected security interest of the Administrative Agent pursuant to existing Security Documents or (b) an exception or an exclusion expressly permitted hereunder.

Additional Collateral. The Borrower will(i) Subject to the applicable Master Lease Intercreditor Agreement (if applicable), with respect to any personal property or registered Intellectual Property (other than assets expressly excluded from the Collateral pursuant to the Security Documents) located in the United States acquired or created after the Closing Date by any Loan Party that is required by the terms of this Agreement and will cause each of its Subsidiaries tothe other Loan Documents to become Collateral (other than Instruments, from time Certificated Securities, Securities and Chattel Paper as to time at its own cost and expense, promptly secure or cause to be secured the Obligations by creating or causing to be created in favor of which the Administrative Agent for the benefit of the Lenders and Secured Parties does not have a perfected Lien), except as otherwise provided in the Security Documents promptly, but in any case within 45 days (which period may be extended by the Administrative Agent in its reasonable discretion), (A) give notice of such property to the Administrative Agent and execute and deliver to the Administrative Agent such amendments to this Agreement, such other Loan Documents or other documents as the Administrative Agent reasonably requests to grant to the Administrative Agent for the benefit of the Secured Parties a security interest in such Property (with the priority specified in the applicable Master Lease Intercreditor Agreement) and (B) take all actions reasonably requested by the Administrative Agent to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interests interest (subject only to Permitted Liensthe extent required by the Security Documents and with the priority required by the applicable Master Lease Intercreditor Agreement) in such property (with respect to all inventory, receivables, equipment, accounts, copyrights, patents, trademarks, licenses, other general intangibles, Real Estate and other assets property of a type owned by a Loan Party as of the Borrower and such Subsidiaries (other than Excluded Assets), whether now owned or hereafter acquired, Closing Date to the extent the Administrative Agent shall so request. All for the benefit of the Secured Parties has a perfected security interest in such security interests will be created under security agreementsproperty as of the Closing Date), mortgages and other instruments and documents in form and substance reasonably satisfactory to the Administrative Agent, and the Borrower shall deliver to the Administrative Agent all such instruments and documents (including, without limitation, legal opinions, title insurance policies and lien searches) the filing of UCC financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be reasonably requested by the Administrative Agent shall reasonably request to evidence the satisfaction of the obligations created by this §9.13. The Borrower agrees to provide such evidence as the Administrative Agent shall reasonably request as to the perfection and priority of such security interests (subject only to Permitted Liens). The Borrower shall promptly notify the Administrative Agent in the event the Borrower or any Subsidiary acquires any Collateral not otherwise subject to (a) the first priority perfected security interest of the Administrative Agent pursuant to existing Security Documents or (b) an exception or an exclusion expressly permitted hereunderAgent.

Additional Collateral. The Borrower will, With respect to (i) any property acquired after the Closing Date that is intended to be subject to the Lien created by any of the Collateral Documents but is not so subject and will cause each of its Subsidiaries to, from time to time at its own cost and expense(ii) any Affiliated Investor who owns an Investment Property that is included in the Borrowing Pool after the Closing Date, promptly secure (and in any event within 20 days after such acquisition or the inclusion of such Investment Property in the Borrowing Pool, as applicable) (i) cause to be secured the Obligations by creating or causing to be created owner of such property (or, in favor the case of the Administrative Agent for the benefit of the Lenders and the Administrative Agent perfected security interests (subject only to Permitted Liens) with respect to all inventory, receivables, equipment, accounts, copyrights, patents, trademarks, licenses, other general intangibles, Real Estate and other assets a Subsidiary of the Borrower and that, directly or indirectly, owns any Equity Interests of an Affiliated Investor whose Investment Property is included in the Borrowing Pool, such Subsidiaries (other than Excluded Assets), whether now owned or hereafter acquired, Subsidiary) to execute a joinder to the extent the Administrative Agent shall so request. All such security interests will be created under security agreementsPledge Agreement, mortgages and other instruments and documents in form and substance reasonably satisfactory to the Administrative Agent), (ii) execute and the Borrower shall deliver to the Administrative Agent all such instruments and amendments or supplements to the relevant Collateral Documents or such other documents (including, without limitation, legal opinions, title insurance policies and lien searches) as the Administrative Agent shall reasonably request deem necessary or advisable to evidence grant to the satisfaction Administrative Agent, for its benefit and for the benefit of the obligations created other Secured Parties, a Lien on such property (or, in the case of an Affiliated Investor whose Investment Property is included in the Borrowing Pool after the Closing Date, all of the Equity Interests held by this §9.13the Borrower or any of its Subsidiaries, directly or indirectly, in such Affiliated Investor) subject to no Liens other than Liens permitted under clauses (a) and (b) of Section 7.01, (iii) deliver to the Administrative Agent (x) the items referenced in Sections 4.01(a)(iii), (iv) and (v), with respect to the owner of such property or the direct and indirect owners of Equity Interests of such Affiliated Investor, as applicable, and (y) a favorable opinion of counsel (which counsel shall be reasonably acceptable to the Administrative Agent), addressed to the Administrative Agent and each Lender, as to such matters concerning the owner of such property or the direct and indirect owners of Equity Interests of such Affiliated Investor, as applicable, and the Loan Documents as the Administrative Agent may reasonably request and (iv) take all actions necessary to cause such Lien to be duly perfected in accordance with all applicable Laws, including, without limitation, the delivery of the certificates (if any) representing Equity Interests (together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests) and the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent; provided, that notwithstanding the foregoing, neither the Borrower nor any Subsidiary thereof shall be required to pledge (i) more than 66% of the total voting power of all outstanding Voting Equity Interests of any Subsidiary that is a first-tier controlled foreign corporation (as defined in Section 957(a) of the Code) to the extent the pledge of a greater percentage of such Voting Equity Interests would result in adverse tax consequences to the Borrower and (ii) any of the Voting Equity Interests of any Second-Tier CFC to the extent that a pledge of such Voting Equity Interests would result in adverse tax consequences to the Borrower. The Borrower agrees shall otherwise take such actions and execute and/or deliver to provide the Administrative Agent such evidence documents as the Administrative Agent shall reasonably request as require to confirm the validity, perfection and priority of such security interests (subject only to Permitted Liens). The Borrower shall promptly notify the Administrative Agent in the event the Borrower or any Subsidiary acquires any Collateral not otherwise subject to (a) the first priority perfected security interest Lien of the Administrative Agent pursuant to existing Security Collateral Documents or (b) an exception or an exclusion expressly permitted hereunderon such properties.

Additional Collateral. The Borrower will, and will cause each of its Subsidiaries to, from time With respect to time at its own cost and expense, promptly secure or cause (i) any property acquired after the Original Closing Date that is intended to be secured Collateral subject to the Obligations Lien created by creating or causing to be created in favor any of the Administrative Agent for the benefit of the Lenders and the Administrative Agent perfected security interests (Collateral Documents but is not so subject only to Permitted Liens) with respect to all inventory, receivables, equipment, accounts, copyrights, patents, trademarks, licenses, other general intangibles, Real Estate and other assets of the Borrower and such Subsidiaries (other than Excluded Assets), whether now owned or hereafter acquired, to the extent the Administrative Agent shall so request. All such security interests will be created under security agreements, mortgages and other instruments and documents in form and substance reasonably satisfactory to the Administrative Agent, and the Borrower shall deliver to the Administrative Agent all such instruments and documents (including, without limitation, legal opinionsall Equity Interests held by the Operating Partnership, title insurance policies the Borrower or any Subsidiary Guarantor in any newly-formed or acquired Subsidiary (other than an Excluded Pledge Subsidiary) of the Operating Partnership) and/or (ii) all Equity Interests of a Subsidiary of the Operating Partnership that ceases to be an Excluded Pledge Subsidiary after the Original Closing Date, promptly (and lien searchesin any event within 10 days after the acquisition thereof or the date on which such Subsidiary ceases to be an Excluded Pledge Subsidiary, as applicable) (i) execute and deliver to the Administrative Agent such amendments or supplements to the relevant Collateral Documents or such other documents as the Administrative Agent shall reasonably request deem necessary or advisable to evidence grant to the satisfaction Administrative Agent, for its benefit and for the benefit of the obligations created other Secured Parties, a Lien on such property or Equity Interests subject to no Liens other than Liens permitted under Section 7.01(a), and (ii) take all actions necessary to cause such Lien to be duly perfected in accordance with all applicable Laws, including, without limitation, the delivery of the certificates representing any Equity Interests to be included in the Collateral (together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by this §9.13a duly authorized officer of the holder(s) of such Equity Interests) and the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent. The Borrower agrees Each Loan Party shall otherwise take such actions and execute and/or deliver to provide the Administrative Agent such evidence documents as the Administrative Agent shall reasonably request as require to confirm the validity, perfection and priority of such security interests (subject only to Permitted Liens). The Borrower shall promptly notify the Administrative Agent in the event the Borrower or any Subsidiary acquires any Collateral not otherwise subject to (a) the first priority perfected security interest Lien of the Administrative Agent pursuant to existing Security Collateral Documents on any such properties or (b) an exception or an exclusion expressly permitted hereunderEquity Interests.

Additional Collateral. The Borrower will, and Company will cause each of its Subsidiaries to, from time Subsidiary Guarantors which has not previously done so to time at its own cost execute and expense, promptly secure or cause deliver to be secured the Obligations by creating or causing to be created in favor of the Administrative Agent for the benefit of the Lenders duly executed joinders and the Administrative Agent perfected security interests (subject only to Permitted Liens) with respect to all inventory, receivables, equipment, accounts, copyrights, patents, trademarks, licenses, other general intangibles, Real Estate and other assets of the Borrower and such Subsidiaries (other than Excluded Assets), whether now owned or hereafter acquired, amendments to the extent Pledge and Security Agreement and, if applicable, the Administrative Agent shall so request. All such security interests will be created under security agreementsother Security Documents, mortgages and other instruments and documents in each case, in form and substance reasonably satisfactory to the Administrative Agent, and the Borrower to take such other action as reasonably shall deliver to be necessary or as the Administrative Agent reasonably shall request to grant to the Collateral Agent a valid and enforceable first priority perfected security interest in all Collateral of such instruments Subsidiary Guarantor (subject to any Liens permitted by Section 11.3). Each such joinder and documents amendment shall be accompanied by such evidence of the taking of all actions as may be necessary or appropriate for the perfection and first priority of such security interest (including, without limitation, the filing of any necessary Uniform Commercial Code financing statements) and such resolutions, incumbency certificates and legal opinionsopinions as are reasonably requested by the Administrative Agent, title insurance policies all of which shall be in form and lien searchessubstance reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing or any other provision of this Agreement or any other Loan Document, (i) the Collateral shall exclude assets to the extent that a security interest therein could reasonably be likely to result in a material adverse tax consequence to the Company, and any other assets as to which the Collateral Agent and the Company reasonably agree that the cost or other consequence of obtaining such a security interest or perfection thereof are excessive in relation to the value afforded thereby, (ii) with respect to any Domestic Subsidiary (other than an Excluded Subsidiary) formed or acquired on or after the Closing Date, the Loan Parties shall promptly and in any event not longer than ninety (90) days after the date such Domestic Subsidiary is formed or acquired (or such longer period as the Administrative Agent may agree) comply with provisions of Sections 10.10 through 10.15 (inclusive) and Section 10.19 and (iii) with respect to any Domestic Subsidiary that is initially an Excluded Subsidiary but subsequently becomes no longer an Excluded Subsidiary, the Loan Parties shall reasonably request to evidence promptly and in any event not longer than ninety (90) days after the satisfaction of the obligations created by this §9.13. The Borrower agrees to provide date such evidence Domestic Subsidiary becomes no longer an Excluded Subsidiary (or such longer period as the Administrative Agent shall reasonably request as to may agree) comply with the perfection and priority provisions of such security interests Sections 10.10 through 10.15 (subject only to Permitted Liens). The Borrower shall promptly notify the Administrative Agent in the event the Borrower inclusive) or any Subsidiary acquires any Collateral not otherwise subject to (a) the first priority perfected security interest of the Administrative Agent pursuant to existing Security Documents or (b) an exception or an exclusion expressly permitted hereunderSection 10.19.

Additional Collateral. The Borrower will, and will cause each With respect to any Property acquired after the Closing Date by any Credit Party that is intended to be subject to the Lien created by any of its Subsidiaries to, from time to time at its own cost and expensethe Security Documents but is not so subject, promptly secure (and in any event within thirty (30) days after such creation or cause to acquisition, as such time period may be secured the Obligations extended by creating or causing to be created in favor of the Administrative Agent in its sole discretion) (i) execute and deliver to the Administrative Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem reasonably necessary or advisable to grant to the Administrative Agent, for its benefit and for the benefit of the Lenders other Secured Parties, a Lien on such Property under Applicable Law (and the Administrative Agent perfected security interests (subject only to Permitted Liens) with respect to all inventory, receivables, equipment, accounts, copyrights, patents, trademarks, licenses, other general intangibles, Real Estate and other assets of the Borrower and such Subsidiaries (other than Excluded Assets), whether now owned or hereafter acquired, to the extent applicable foreign law unless the Administrative Agent shall so request. All determine in its sole discretion that the cost of complying with such applicable foreign law is excessive in relation to the value of the security interests will to be created under security agreementsafforded thereby) subject to no Liens other than Permitted Liens and no senior Liens other than Permitted Prior Liens, mortgages (ii) to the extent requested by the Administrative Agent, deliver customary and other instruments and documents reasonable opinions of counsel to the Borrower in form and substance substance, and from counsel, reasonably acceptable to the Administrative Agent, and (iii) take all actions which may be required under any Applicable Law, or which the Administrative Agent may reasonably request to cause such Lien to be duly perfected to the extent required by such Security Documents in accordance with all applicable legal requirements, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent. Subject to the limitations set forth herein and in the other Loan Documents, the Borrower and the other Credit Parties shall otherwise take such actions and execute and/or deliver to the Administrative Agent such documents as the Administrative Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Security Documents against such after-acquired Properties, all in form, content and scope reasonably satisfactory to the Administrative Agent, and the Borrower shall deliver to the Administrative Agent all such instruments and documents (including, without limitation, legal opinions, title insurance policies and lien searches) as the Administrative Agent shall reasonably request to evidence the satisfaction of the obligations created by this §9.13. The Borrower agrees to provide such evidence as the Administrative Agent shall reasonably request as to the perfection and priority of such security interests (subject only to Permitted Liens). The Borrower shall promptly notify the Administrative Agent in the event the Borrower or any Subsidiary acquires any Collateral not otherwise subject to (a) the first priority perfected security interest of the Administrative Agent pursuant to existing Security Documents or (b) an exception or an exclusion expressly permitted hereunder.

Additional Collateral. The Borrower will, and Company will cause each of its Subsidiaries to, from time Subsidiary Guarantors which has not previously done so to time at its own cost execute and expense, promptly secure or cause deliver to be secured the Obligations by creating or causing to be created in favor of the Administrative Agent for the benefit of the Lenders duly executed joinders and the Administrative Agent perfected security interests (subject only to Permitted Liens) with respect to all inventory, receivables, equipment, accounts, copyrights, patents, trademarks, licenses, other general intangibles, Real Estate and other assets of the Borrower and such Subsidiaries (other than Excluded Assets), whether now owned or hereafter acquired, amendments to the extent Pledge and Security Agreement and, if applicable, the Administrative Agent shall so request. All such security interests will be created under security agreementsother Security Documents, mortgages and other instruments and documents in each case, in form and substance reasonably satisfactory to the Administrative Agent, and the Borrower to take such other action as reasonably shall deliver to be necessary or as the Administrative Agent reasonably shall request to grant to the Collateral Agent a valid and enforceable first priority perfected security interest in all Collateral of such instruments Subsidiary Guarantor (subject to any Liens permitted by Section 11.3). Each such joinder and documents amendment shall be accompanied by such evidence of the taking of all actions as may be necessary or appropriate for the perfection and first priority of such security interest (including, without limitation, the filing of any necessary Uniform Commercial Code financing statements) and such resolutions, incumbency certificates and legal opinionsopinions as are reasonably requested by the Administrative Agent, title insurance policies all of which shall be in form and lien searchessubstance reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing or any other provision of this Agreement or any other Loan Document, (i) the Collateral shall exclude assets to the extent that a security interest therein could reasonably be likely to result in a material adverse tax consequence to the Company, and any other assets as to which the Collateral Agent and the Company reasonably agree that the cost or other consequence of obtaining such a security interest or perfection thereof are excessive in relation to the value afforded thereby, (ii) with respect to any Domestic Subsidiary (other than any Excluded Subsidiary) formed or acquired on or after the Amendment No. 2 Effective Date, the Loan Parties shall promptly and in any event not longer than ninety (90) days after the date such Domestic Subsidiary is formed or acquired (or such longer period as the Administrative Agent may agree) comply with provisions of Sections 10.10 through 10.15 (inclusive) and Section 10.19 and (iii) with respect to any Domestic Subsidiary that is initially an Excluded Subsidiary but subsequently becomes no longer an Excluded Subsidiary, the Loan Parties shall reasonably request to evidence promptly and in any event not longer than ninety (90) days after the satisfaction of the obligations created by this §9.13. The Borrower agrees to provide date such evidence Domestic Subsidiary becomes no longer an Excluded Subsidiary (or such longer period as the Administrative Agent shall reasonably request as to may agree) comply with the perfection and priority provisions of such security interests Sections 10.10 through 10.15 (subject only to Permitted Liens). The Borrower shall promptly notify the Administrative Agent in the event the Borrower inclusive) or any Subsidiary acquires any Collateral not otherwise subject to (a) the first priority perfected security interest of the Administrative Agent pursuant to existing Security Documents or (b) an exception or an exclusion expressly permitted hereunderSection 10.19.

Additional Collateral. The Borrower will, and Company will cause each of its Subsidiaries to, from time Subsidiary Guarantors which has not previously done so to time at its own cost execute and expense, promptly secure or cause deliver to be secured the Obligations by creating or causing to be created in favor of the Administrative Agent for the benefit of the Lenders duly executed joinders and the Administrative Agent perfected security interests (subject only to Permitted Liens) with respect to all inventory, receivables, equipment, accounts, copyrights, patents, trademarks, licenses, other general intangibles, Real Estate and other assets of the Borrower and such Subsidiaries (other than Excluded Assets), whether now owned or hereafter acquired, amendments to the extent Pledge and Security Agreement and, if applicable, the Administrative Agent shall so request. All such security interests will be created under security agreementsother Security Documents, mortgages and other instruments and documents in each case, in form and substance reasonably satisfactory to the Administrative Agent, and the Borrower to take such other action as reasonably shall deliver to be necessary or as the Administrative Agent reasonably shall request to grant to the Collateral Agent a valid and enforceable first priority perfected security interest in all Collateral of such instruments Subsidiary Guarantor (subject to any Liens permitted by Section 11.3). Each such joinder and documents amendment shall be accompanied by such evidence of the taking of all actions as may be necessary or appropriate for the perfection and first priority of such security interest (including, without limitation, the filing of any necessary Uniform Commercial Code financing statements) and such resolutions, incumbency certificates and legal opinionsopinions as are reasonably requested by the Administrative Agent, title insurance policies all of which shall be in form and lien searchessubstance reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing or any other provision of this Agreement or any other Loan Document, (i) the Collateral shall exclude assets to the extent that a security interest therein could reasonably be likely to result in a material adverse tax consequence to the Company, and any other assets as to which the Collateral Agent and the Company reasonably agree that the cost or other consequence of obtaining such a security interest or perfection thereof are excessive in relation to the value afforded thereby, (ii) with respect to any Domestic Subsidiary (other than any Excluded Subsidiary) formed or acquired on or after the Amendment No. 1 Effective Date, the Loan Parties shall promptly and in any event not longer than ninety (90) days after the date such Domestic Subsidiary is formed or acquired (or such longer period as the Administrative Agent may agree) comply with provisions of Sections 10.10 through 10.15 (inclusive) and Section 10.19 and (iii) with respect to any Domestic Subsidiary that is initially an Excluded Subsidiary but subsequently becomes no longer an Excluded Subsidiary, the Loan Parties shall reasonably request to evidence promptly and in any event not longer than ninety (90) days after the satisfaction of the obligations created by this §9.13. The Borrower agrees to provide date such evidence Domestic Subsidiary becomes no longer an Excluded Subsidiary (or such longer period as the Administrative Agent shall reasonably request as to may agree) comply with the perfection and priority provisions of such security interests Sections 10.10 through 10.15 (subject only to Permitted Liens)inclusive) or Section 10.19. The Borrower shall promptly notify the Administrative Agent in the event the Borrower or any Subsidiary acquires any Collateral not otherwise subject to (a) the first priority perfected security interest of the Administrative Agent pursuant to existing Security Documents or (b) an exception or an exclusion expressly permitted hereunder.126

Additional Collateral. The Borrower will, and will cause each With respect to any Property acquired after the Closing Date by any NATC Party that is intended to be subject to the Lien created by any of its Subsidiaries to, from time to time at its own cost and expensethe Security Documents but is not so subject, promptly secure (and, in any event, within thirty (30) days after such creation or cause to be secured the Obligations by creating or causing to be created in favor of acquisition; provided that the Administrative Agent may extend such time period by (x) an additional thirty (30) days in its sole discretion and (y) an unlimited number of days thereafter with the consent of the Required Lenders) (i) execute and deliver to the Administrative Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem reasonably necessary or advisable to grant to the Administrative Agent, for its benefit and for the benefit of the other Secured Parties, a Lien on such Property under Applicable Law (and applicable foreign law unless the Required Lenders shall determine in their sole discretion that the cost of complying with such applicable foreign law is excessive in relation to the value of the security to be afforded thereby) subject to no Liens other than Permitted Liens and no senior Liens other than Permitted Prior Liens, (ii) to the extent requested by the Administrative Agent, deliver customary and reasonable opinions of counsel to the Borrower in form and substance, and from counsel, reasonably acceptable to the Administrative Agent, and (iii) take all actions necessary to cause such Lien to be duly perfected to the extent required by such Security Documents in accordance with all applicable legal requirements, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent. Subject to the limitations set forth herein and in the other Loan Documents, the Borrower and the other NATC Parties shall otherwise take such actions and execute and/or deliver to the Administrative Agent perfected security interests (subject only to Permitted Liens) with respect to all inventory, receivables, equipment, accounts, copyrights, patents, trademarks, licenses, other general intangibles, Real Estate and other assets of the Borrower and such Subsidiaries (other than Excluded Assets), whether now owned or hereafter acquired, to the extent documents as the Administrative Agent shall so request. All reasonably require to confirm the validity, perfection and priority of the Lien of the Security Documents against such security interests will be created under security agreementsafter-acquired Properties, mortgages all in form, content and other instruments and documents in form and substance scope reasonably satisfactory to the Administrative Agent, and the Borrower shall deliver to the Administrative Agent all such instruments and documents (including, without limitation, legal opinions, title insurance policies and lien searches) as the Administrative Agent shall reasonably request to evidence the satisfaction of the obligations created by this §9.13. The Borrower agrees to provide such evidence as the Administrative Agent shall reasonably request as to the perfection and priority of such security interests (subject only to Permitted Liens). The Borrower shall promptly notify the Administrative Agent in the event the Borrower or any Subsidiary acquires any Collateral not otherwise subject to (a) the first priority perfected security interest of the Administrative Agent pursuant to existing Security Documents or (b) an exception or an exclusion expressly permitted hereunder.

Additional Collateral. The Borrower will, and will cause each With respect to any Property acquired after the Closing Date by any NATC Party that is intended to be subject to the Lien created by any of its Subsidiaries to, from time to time at its own cost and expensethe Security Documents but is not so subject, promptly secure or cause to be secured (and in any event within thirty (30) days after the Obligations by creating or causing to be created in favor of acquisition thereof; provided that the Administrative Agent may extend such time period by (x) an additional thirty (30) days in its sole discretion and (y) an unlimited number of days thereafter with the consent of the Required Lenders) (i) execute and deliver to the Administrative Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem reasonably necessary or advisable to grant to the Administrative Agent, for its benefit and for the benefit of the other Secured Parties, a Lien on such Property under Applicable Law (and applicable foreign law unless the Required Lenders shall determine in their sole discretion that the cost of complying with such applicable foreign law is excessive in relation to the value of the security to be afforded thereby) subject to no Liens other than Permitted Liens and no senior Liens other than Permitted Prior Liens, (ii) to the extent requested by the Administrative Agent, deliver customary and reasonable opinions of counsel to the Borrower in form and substance, and from counsel, reasonably acceptable to the Administrative Agent, and (iii) take all actions necessary to cause such Lien to be duly perfected to the extent required by such Security Documents in accordance with all applicable legal requirements, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent. Subject to the limitations set forth herein and in the other Loan Documents, the Borrower and the other NATC Parties shall otherwise take such actions and execute and/or deliver to the Administrative Agent perfected security interests (subject only to Permitted Liens) with respect to all inventory, receivables, equipment, accounts, copyrights, patents, trademarks, licenses, other general intangibles, Real Estate and other assets of the Borrower and such Subsidiaries (other than Excluded Assets), whether now owned or hereafter acquired, to the extent documents as the Administrative Agent shall so request. All reasonably require to confirm the validity, perfection and priority of the Lien of the Security Documents against such security interests will be created under security agreementsafter-acquired Properties, mortgages all in form, content and other instruments and documents in form and substance scope reasonably satisfactory to the Administrative Agent, and the Borrower shall deliver to the Administrative Agent all such instruments and documents (including, without limitation, legal opinions, title insurance policies and lien searches) as the Administrative Agent shall reasonably request to evidence the satisfaction of the obligations created by this §9.13. The Borrower agrees to provide such evidence as the Administrative Agent shall reasonably request as to the perfection and priority of such security interests (subject only to Permitted Liens). The Borrower shall promptly notify the Administrative Agent in the event the Borrower or any Subsidiary acquires any Collateral not otherwise subject to (a) the first priority perfected security interest of the Administrative Agent pursuant to existing Security Documents or (b) an exception or an exclusion expressly permitted hereunder.

Additional Collateral. Comply with the provisions of this Section regarding any new or additional Collateral. The Borrower will, and will cause each of its Subsidiaries to, Account Parties may from time to time at its own cost add Collateral to the State Street Custodial Accounts without the necessity of executing or delivering any documents pursuant to this Agreement (but subject to the provisions of Section 5.02(g)). The Account Parties may from time to time pledge new or additional Collateral contained in Custodial Accounts other than the State Street Custodial Accounts by executing and expense, promptly secure or cause delivering to be secured the Obligations by creating or causing to be created in favor of the Administrative Agent for either a supplement to the benefit Pledge and Security Agreement in the form attached thereto (in the case of any new Custodial Account maintained with State Street), or a new pledge and security agreement (in substantially the form of the Lenders Pledge and Security Agreement) or other pledge agreement, security agreement or charge (in the Administrative Agent perfected security interests (subject only to Permitted Liens) case of any new Custodial Account maintained with respect to all inventory, receivables, equipment, accounts, copyrights, patents, trademarks, licenses, other general intangibles, Real Estate and other assets of the Borrower and such Subsidiaries (other than Excluded Assetsanother Custodian), whether now owned or hereafter acquired, to the extent the Administrative Agent shall so request. All such security interests will be created under security agreements, mortgages and other instruments and documents in form and substance reasonably satisfactory to the Administrative Agent, and the Borrower shall deliver by causing to be executed and delivered to the Administrative Agent all a control agreement or such instruments and documents (including, without limitation, legal opinions, title insurance policies and lien searches) other Security Documents as the Administrative Agent shall reasonably request require together with such other documents, certificates and opinions (including opinions as to evidence the satisfaction validity and perfection of the obligations created by this §9.13. The Borrower agrees Administrative Agent's Lien on such Collateral), in form and substance reasonably satisfactory to provide such evidence the Administrative Agent, as the Administrative Agent shall may reasonably request in connection therewith; and the applicable Account Parties will take such other action as to the perfection and priority of such security interests (subject only to Permitted Liens). The Borrower shall promptly notify the Administrative Agent may reasonably request to create in the event the Borrower or any Subsidiary acquires any Collateral not otherwise subject to (a) the first priority perfected security interest favor of the Administrative Agent a perfected security interest in and Lien on the Collateral being pledged pursuant to existing Security Documents or (b) an exception or an exclusion expressly permitted hereunderthe documents described above.

Additional Collateral. The Borrower will, and will cause each of its Subsidiaries to, from time With respect to time at its own cost and expense, promptly secure or cause any property acquired after the Closing Date that is intended to be secured subject to the Obligations Lien created by creating or causing to be created in favor any of the Administrative Agent for the benefit of the Lenders and the Administrative Agent perfected security interests (Collateral Documents but is not so subject only to Permitted Liens) with respect to all inventory, receivables, equipment, accounts, copyrights, patents, trademarks, licenses, other general intangibles, Real Estate and other assets of the Borrower and such Subsidiaries (other than Excluded Assets), whether now owned or hereafter acquired, to the extent the Administrative Agent shall so request. All such security interests will be created under security agreements, mortgages and other instruments and documents in form and substance reasonably satisfactory to the Administrative Agent, and the Borrower shall deliver to the Administrative Agent all such instruments and documents (including, without limitation, legal opinions(x) all Equity Interests held by any Loan Party in any newly-formed or acquired Subsidiary of the REIT and (y) all Equity Interests held by any Loan Party in any Affiliated Investor), title insurance policies promptly (and lien searchesin any event within 10 days after the acquisition thereof) (i) execute and deliver to the Administrative Agent such amendments or supplements to the relevant Collateral Documents or such other documents as the Administrative Agent shall reasonably request deem necessary or advisable to evidence grant to the satisfaction Administrative Agent, for its benefit and for the benefit of the obligations created other Secured Parties, a Lien on such property subject to no Liens other than Permitted Liens, and (ii) take all actions necessary to cause such Lien to be duly perfected in accordance with all applicable Laws, including, without limitation, the delivery of the certificates representing any Equity Interests acquired (together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by this §9.13a duly authorized officer of the holder(s) of such Equity Interests) and the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent. The Borrower agrees shall otherwise take such actions and execute and/or deliver to provide the Administrative Agent such evidence documents as the Administrative Agent shall reasonably request as require to confirm the validity, perfection and priority of such security interests (subject only to Permitted Liens). The Borrower shall promptly notify the Administrative Agent in the event the Borrower or any Subsidiary acquires any Collateral not otherwise subject to (a) the first priority perfected security interest Lien of the Administrative Agent pursuant to existing Security Collateral Documents or (b) an exception or an exclusion expressly permitted hereunderon such after-acquired properties.

Additional Collateral. The Borrower will, and will cause Subject to each of its Subsidiaries the provisions contained in this Section 6.13, with respect to any property acquired after the Closing Date by any Loan Party that is of the type subject to the Lien created by the Security Agreement on the Closing Date but is not so subject, the Borrowers shall (or shall cause the applicable Loan Party to) promptly (and in any event within five (5) days after the acquisition thereof, from time or such longer period in the sole discretion of the Lead Arranger) (i) execute and deliver to time at its own cost and expense, promptly secure or cause to be secured the Obligations by creating or causing to be created in favor of the Administrative Agent such amendments or supplements to the Collateral Documents or such other documents as the Lead Arranger shall deem necessary or reasonably advisable to grant to the Administrative Agent, for its benefit and for the benefit of the Lenders and the Administrative Agent perfected security interests (other Secured Parties, a Lien on such property, subject only to Permitted Liens) with respect to all inventory, receivables, equipment, accounts, copyrights, patents, trademarks, licenses, other general intangibles, Real Estate and other assets of the Borrower and such Subsidiaries (no Liens other than Excluded Assets)those permitted by Section 7.01, whether now owned or hereafter acquired, and (ii) take all actions reasonably requested by the Lead Arranger to cause such Lien to be duly perfected to the extent required by such Collateral Document in accordance with all applicable requirements of Law, including the Administrative Agent filing of financing statements in all applicable jurisdictions. The Borrowers shall so request. All otherwise take such security interests will be created under security agreements, mortgages actions and other instruments and documents in form and substance reasonably satisfactory to the Administrative Agent, and the Borrower shall execute and/or deliver to the Administrative Agent all such instruments and documents (including, without limitation, legal opinions, title insurance policies and lien searches) as the Administrative Agent Lead Arranger shall reasonably request require to evidence confirm the satisfaction of the obligations created by this §9.13. The Borrower agrees to provide such evidence as the Administrative Agent shall reasonably request as to the validity, perfection and priority of the Lien of the Collateral Documents on such security interests after-acquired properties. For the avoidance of doubt, for purposes of this Section 6.13, (subject only i) no Loan Party shall be required to Permitted Liens). The Borrower shall promptly notify take any action with respect to assets to the extent that (x) the creation, perfection or priority of Liens in and to such assets is determined under the law of a jurisdiction outside of the United States, or (y) the costs to the Loan Parties of executing any such Mortgage or any such Security Documents described herein are unreasonably excessive (as reasonably determined by the Lead Arranger in consultation with the Borrowers) in relation to the benefits to the Administrative Agent in and the event the Borrower or any Subsidiary acquires any Collateral not otherwise subject to (a) the first priority perfected security interest Lenders of the Administrative Agent pursuant to existing Security Documents security or (b) an exception or an exclusion expressly permitted hereunderguarantee afforded thereby.

Additional Collateral. The Borrower will, and will cause each of its Subsidiaries to, from time to time at its own cost and expense, promptly secure or cause to be secured the Obligations by creating or causing to be created in favor of the Administrative Agent for the benefit of the Lenders and the Administrative Agent perfected security interests (subject only to Permitted Liens) with With respect to all inventory, receivables, equipment, accounts, copyrights, patents, trademarks, licenses, other general intangibles, Real Estate and other assets of the (i) any Equity Interests held by any Borrower and such Subsidiaries or any Subsidiary Guarantor in any newly-formed or acquired Subsidiary (other than 105 an Excluded Assets)Pledge Subsidiary) of the Operating Partnership that is acquired after the Restatement Effective Date and (ii) all Equity Interests of a Subsidiary of the Operating Partnership that ceases to be an Excluded Pledge Subsidiary after the Restatement Effective Date, whether now owned promptly (and in any event within 45 days (or hereafter acquired, to the extent such longer period as the Administrative Agent shall so request. All agree in writing) after the acquisition thereof or the date on which such security interests will Subsidiary ceases to be created under security agreementsan Excluded Pledge Subsidiary, mortgages as applicable) (A) execute and other instruments and documents in form and substance reasonably satisfactory to the Administrative Agent, and the Borrower shall deliver to the Administrative Agent all such instruments and amendments or supplements to the relevant Collateral Documents or such other documents (including, without limitation, legal opinions, title insurance policies and lien searches) as the Administrative Agent shall reasonably request deem necessary or advisable to evidence grant to the satisfaction Administrative Agent, for its benefit and for the benefit of the obligations created other Secured Parties, a Lien on such property or Equity Interests subject to no Liens other than Permitted Equity Encumbrances, and (B) take all actions necessary to cause such Lien to be duly perfected in accordance with all applicable Laws, including, without limitation, the delivery of the certificates, if any, representing any Equity Interests to be included in the Collateral (together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by this §9.13a duly authorized officer of the holder(s) of such Equity Interests) and the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent. The Borrower agrees Each Loan Party shall otherwise take such actions and execute and/or deliver to provide the Administrative Agent such evidence documents as the Administrative Agent shall reasonably request as require to confirm the validity, perfection and priority of such security interests (subject only to Permitted Liens). The Borrower shall promptly notify the Administrative Agent in the event the Borrower or any Subsidiary acquires any Collateral not otherwise subject to (a) the first priority perfected security interest Lien of the Administrative Agent pursuant to existing Security Collateral Documents on any such properties or (b) an exception or an exclusion expressly permitted hereunderEquity Interests.

Additional Collateral. The Borrower will, and will cause each of its Subsidiaries to, from time to time at its own cost and expense, promptly secure or cause to be secured Upon the Obligations by creating or causing to be created in favor request of the Administrative Agent Agent, the Borrower shall use commercially reasonable efforts and undertake such reasonable action and execute such documents as may be reasonably necessary to permit the Agent, for the benefit of the Lenders lenders, to obtain a pledge of the Equity Interests in the Subsidiaries of the Borrower that own the Plymouth 20 Assets to secure the Obligations, with the execution and delivery of any such pledge being subject to the Administrative requirement that the Agent perfected security interests shall enter into an acceptable intercreditor agreement with the lender(s) under the Plymouth Industrial 20 LLC Loan Facility (subject only or any replacements(s) thereof). To the extent necessary in order to Permitted Liens) grant such additional collateral, Borrower shall cause each applicable Subsidiary that owns an Equity Interest in the Subsidiaries of the Borrower that own the Plymouth 20 Assets to execute and deliver to Agent a Joinder Agreement wherein, as approved by the Agent and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Subsidiary shall be authorized, in accordance with its respective organizational documents, to be a Subsidiary Guarantor hereunder and to execute such Security Documents as Agent may reasonably require. Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to all inventorythe Subsidiary Guarantors to be true and correct with respect to each such Subsidiary from and after the date such Subsidiary executes and delivers a Joinder Agreement. In connection with the delivery of such Joinder Agreement, receivables, equipment, accounts, copyrights, patents, trademarks, licenses, other general intangibles, Real Estate and other assets of the Borrower and such Subsidiaries (other than Excluded Assets), whether now owned or hereafter acquired, to the extent the Administrative Agent shall so request. All such security interests will be created under security agreements, mortgages and other instruments and documents in form and substance reasonably satisfactory to the Administrative Agent, and the Borrower shall deliver to the Administrative Agent all such organizational agreements, resolutions, consents, opinions and other documents and instruments and documents (including, without limitation, legal opinions, title insurance policies and lien searches) as the Administrative Agent shall may reasonably request to evidence the satisfaction of the obligations created by this §9.13. The Borrower agrees to provide such evidence as the Administrative Agent shall reasonably request as to the perfection and priority of such security interests (subject only to Permitted Liens). The Borrower shall promptly notify the Administrative Agent in the event the Borrower or any Subsidiary acquires any Collateral not otherwise subject to (a) the first priority perfected security interest of the Administrative Agent pursuant to existing Security Documents or (b) an exception or an exclusion expressly permitted hereunder.require

Additional Collateral. The (a) Subject to the terms of the Reimbursement Agreement, with respect to any assets acquired after the Effective Date by the Borrower willor any Subsidiary Guarantor that are intended to be subject to the Lien created by any of the Security Documents but which are not so subject (other than any assets described in subsection 7.10 or paragraph (b), and will cause each (c) or (d) of its Subsidiaries to, from time to time at its own cost and expensethis subsection), promptly secure or cause (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to be secured the Obligations by creating or causing to be created in favor of the Administrative Agent for such amendments to the benefit of the Lenders and relevant Security Documents or such other documents as the Administrative Agent shall reasonably deem necessary or advisable to grant to the Administrative Agent a Lien on such assets, (ii) take all actions reasonably deemed necessary or advisable by the Administrative Agent to cause such Lien to be duly perfected security interests (subject only to Permitted Liensthe extent contemplated therein and in the other Loan Documents) in accordance with all applicable Requirements of Law, including, without limitation the filing of financing statements in such jurisdictions as may be requested by the Administrative Agent (it being agreed that no action shall be required pursuant to this clause (ii) to perfect a Lien (1) in assets that would not constitute UCC Filing Collateral or (2) in assets constituting UCC Filing Collateral if such perfection relates to assets constituting UCC Filing Collateral with an aggregate book value of less than $1,000,000), and (iii) with respect to all inventoryassets constituting UCC Filing Collateral with a book value in excess of $1,000,000 that are perfected under the laws of any jurisdiction, receivablesif requested by the Administrative Agent, equipment, accounts, copyrights, patents, trademarks, licenses, other general intangibles, Real Estate and other assets of the Borrower and such Subsidiaries (other than Excluded Assets), whether now owned or hereafter acquired, deliver to the extent the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall so request. All such security interests will be created under security agreements, mortgages and other instruments and documents in form and substance substance, and from counsel, reasonably satisfactory to the Administrative Agent, and the Borrower shall deliver to the Administrative Agent all such instruments and documents (including, without limitation, legal opinions, title insurance policies and lien searches) as the Administrative Agent shall reasonably request to evidence the satisfaction of the obligations created by this §9.13. The Borrower agrees to provide such evidence as the Administrative Agent shall reasonably request as to the perfection and priority of such security interests (subject only to Permitted Liens). The Borrower shall promptly notify the Administrative Agent in the event the Borrower or any Subsidiary acquires any Collateral not otherwise subject to (a) the first priority perfected security interest of the Administrative Agent pursuant to existing Security Documents or (b) an exception or an exclusion expressly permitted hereunder.

Additional Collateral. The (a) Subject to subsection 7.9(d), --------------------- with respect to any assets acquired after the Effective Date by the Borrower will, and will cause each or any of its Domestic Subsidiaries tothat are intended to be subject to the Lien created by any of the Security Documents but which are not so subject (but, from time in any event, excluding (x) any assets described in paragraph (b) or (c) of this subsection, (y) assets acquired or owned pursuant to time at its own cost subsection 8.6(h)(i) that are not equity interests in or assets held by a wholly-owned Subsidiary and expense(z) immaterial assets), promptly secure or cause (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to be secured the Obligations by creating or causing to be created in favor of the Administrative Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders Lenders, a Lien on such assets, and the Administrative Agent (ii) take all actions necessary or advisable to cause such Lien to be duly perfected security interests (subject only to Permitted Liens) with respect to all inventory, receivables, equipment, accounts, copyrights, patents, trademarks, licenses, other general intangibles, Real Estate and other assets of the Borrower and such Subsidiaries (other than Excluded Assets), whether now owned or hereafter acquired, to the extent the Administrative Agent shall so request. All required by such security interests will be created under security agreementsSecurity Document in accordance with all applicable Requirements of Law, mortgages and other instruments and documents in form and substance reasonably satisfactory to the Administrative Agent, and the Borrower shall deliver to the Administrative Agent all such instruments and documents (including, without limitation, legal opinions, title insurance policies and lien searches) the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent shall reasonably request Agent. In addition, if any License is acquired by the Borrower or any of its Subsidiaries (other than any License Subsidiary) the Borrower will promptly transfer or cause the transfer to evidence the satisfaction of the obligations created by this §9.13. The Borrower agrees to provide such evidence as the Administrative Agent shall reasonably request as to the perfection and priority a License Subsidiary of such security interests License and (subject only to Permitted Liens). The Borrower shall promptly notify the Administrative Agent in the event ii) any Real Property Assets (other than Secured Real Property Assets) or any Real Property-Related Equipment (other than Secured Real Property-Related Equipment) is acquired by the Borrower or any Subsidiary acquires any Collateral not otherwise subject to (aother than a Real Property Subsidiary) the first priority perfected security interest Borrower will promptly transfer or cause the transfer of the Administrative Agent pursuant such assets to existing Security Documents or (b) an exception or an exclusion expressly permitted hereundera Real Property Subsidiary.

Additional Collateral. Comply with the provisions of this Section regarding any new or additional Collateral. The Borrower will, and will cause each of its Subsidiaries to, Account Parties may from time to time at its own cost add Collateral to the State Street Custodial Accounts without the necessity of executing or delivering any documents pursuant to this Agreement (but subject to the provisions of Section 5.02(g)). The Account Parties may from time to time pledge new or additional Collateral contained in Custodial Accounts other than the State Street Custodial Accounts by executing and expense, promptly secure or cause delivering to be secured the Obligations by creating or causing to be created in favor of the Administrative Agent for either a supplement to the benefit Pledge and Security Agreement in the form attached thereto (in the case of any new Custodial Account maintained with State Street), or a new pledge and security agreement (in substantially the form of the Lenders Pledge and Security Agreement) or other pledge agreement, security agreement or charge (in the Administrative Agent perfected security interests (subject only to Permitted Liens) case of any new Custodial Account maintained with respect to all inventory, receivables, equipment, accounts, copyrights, patents, trademarks, licenses, other general intangibles, Real Estate and other assets of the Borrower and such Subsidiaries (other than Excluded Assetsanother Custodian), whether now owned or hereafter acquired, to the extent the Administrative Agent shall so request. All such security interests will be created under security agreements, mortgages and other instruments and documents in form and substance reasonably satisfactory to the Administrative Agent, and the Borrower shall deliver by causing to be executed and delivered to the Administrative Agent all a control agreement or such instruments and documents (including, without limitation, legal opinions, title insurance policies and lien searches) other Security Documents as the Administrative Agent shall reasonably request require together with such other documents, certificates and opinions (including opinions as to evidence the satisfaction validity and perfection of the obligations created by this §9.13. The Borrower agrees Administrative Agent’s Lien on such Collateral), in form and substance reasonably satisfactory to provide such evidence the Administrative Agent, as the Administrative Agent shall may reasonably request in connection therewith; and the applicable Account Parties will take such other action as to the perfection and priority of such security interests (subject only to Permitted Liens). The Borrower shall promptly notify the Administrative Agent may reasonably request to create in the event the Borrower or any Subsidiary acquires any Collateral not otherwise subject to (a) the first priority perfected security interest favor of the Administrative Agent a perfected security interest in and Lien on the Collateral being pledged pursuant to existing Security Documents or (b) an exception or an exclusion expressly permitted hereunderthe documents described above.

Additional Collateral. The Borrower willWith respect to any assets, and will cause each other than leasehold interests, acquired after the Original Closing Date by the Company or any of its Domestic Subsidiaries to, from time that are intended to time at its own cost and expensebe subject to the Lien created by any of the Security Documents but which are not so subject (other than any assets described in paragraph (b) or (c) of this subsection), promptly secure or cause (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to be secured the Obligations by creating or causing to be created in favor of the Administrative Agent such amendments to the relevant Security Documents or such other documents as the Administrative Agent (including Mortgages) shall reasonably deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders and Lenders, a Lien on such assets, (ii) take all actions reasonably necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law as contemplated by such Security Documents, including, without limitation, the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent, (iii) in the case of a Mortgage, deliver to the Administrative Agent perfected security interests such surveys, policies and other documents as the Administrative Agent would have received pursuant to subsections 8.1(v), 8.1(w), 8.1(x) and 8.1(y) of the Original Credit Agreement if the relevant parcel of real property has been subject to a Mortgage on the Original Closing Date, all in form and substance reasonably satisfactory to the Administrative Agent and (subject only iv) if reasonably requested by the Administrative Agent, deliver to Permitted Liensthe Administrative Agent legal opinions relating to the matters described in clauses (i) with and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. With respect to all inventoryany Person that, receivablessubsequent to the Original Closing Date, equipment, accounts, copyrights, patents, trademarks, licenses, other general intangibles, Real Estate and other assets of the Borrower and such Subsidiaries becomes a Subsidiary (other than Excluded Assetsa Foreign Subsidiary), whether now owned or hereafter acquired, promptly: (i) execute and deliver to the extent Administrative Agent, for the benefit of the Lenders, a new pledge agreement or such amendments to the Guarantee and Collateral Agreement as the Administrative Agent shall so request. All deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such security interests will be created under security agreementsSubsidiary which is owned by the Company or any of its Subsidiaries, mortgages (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers executed and other instruments delivered in blank by a duly authorized officer of the Company or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and documents Collateral Agreement pursuant to an annex to the Guarantee and Collateral Agreement which is in form and substance reasonably satisfactory to the Administrative Agent, (B) to execute and deliver a Mortgage with respect to any parcel of real property owned by it, (C) to take all actions necessary or advisable to cause the Lien created by the Guarantee and Collateral Agreement or any such Mortgage to be duly perfected in accordance with all applicable Requirements of Law as contemplated by such Security Documents, including, without limitation, the filing of financing statements in such jurisdictions as may be requested by the Administrative Agent and (D) to execute and deliver such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of such Subsidiary, the authorization of the transactions contemplated hereby and by the other Loan Documents relating to such Subsidiary and any other legal matters relating to such Subsidiary and the Borrower shall Loan Documents to which it is or is to become a party (including, if requested by the Administrative Agent, satisfactory environmental reports or assessments with respect to each parcel of real property covered by a Mortgage), all in form and substance satisfactory to the Administrative Agent and its counsel, (iv) in the case of a Mortgage, deliver to the Administrative Agent all such instruments and documents (includingsurveys, without limitation, legal opinions, title insurance policies and lien searchesother documents as the Administrative Agent would have received pursuant to subsections 8.1(v), 8.1(w), 8.1(x) and 8.1(y) of the Original Credit Agreement if the relevant parcel of real property has been subject to a Mortgage on the Original Closing Date, all in form and substance reasonably satisfactory to the Administrative Agent and (v) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i), (ii) and (iii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. With respect to any Person that, subsequent to the Original Closing Date, becomes a Foreign Subsidiary, promptly upon the request of the Administrative Agent: (i) to the extent permitted by applicable law, execute and deliver to the Administrative Agent a new pledge agreement or such amendments to the Guarantee and Collateral Agreement as the Administrative Agent shall reasonably request deem necessary or advisable to evidence grant to the satisfaction Administrative Agent, for the benefit of the obligations created Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by this §9.13. The Borrower agrees the Company or any of its Domestic Subsidiaries (provided that in no event shall more than 65% of the Capital Stock of any such Subsidiary be required to provide such evidence as be so pledged), (ii) deliver to the Administrative Agent shall reasonably request any certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of the Company or such Domestic Subsidiary, as the case may be, and take or cause to be taken all such other actions under the perfection and priority law of the jurisdiction of organization of such security interests Foreign Subsidiary as may be necessary or advisable to perfect such Lien on such Capital Stock and (subject only iii) if requested by the Administrative Agent, deliver to Permitted Liens). The Borrower shall promptly notify the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing provisions of this subsection 9.10, (i) neither Newco nor KCI International shall be required to xxxxx x Xxxx on the Capital Stock of KCII owned by it, (ii) none of KCII, KCI International and KCII Holdings LLC shall be required to xxxxx x Xxxx on the Capital Stock of EMD CV and IMD CV owned by them, and (iii) only 65% of the Capital Stock of each of Newco, KCI International and KCII Holdings LLC shall be required to be pledged. In addition, the completion of intermediate steps in the event Foreign Restructuring shall not, in and of themselves, trigger any additional requirements to xxxxx x Xxxx in the Borrower or any Subsidiary acquires any Collateral not otherwise subject to (a) the first priority perfected security interest Capital Stock of Subsidiaries of the Administrative Agent pursuant to existing Security Documents or (b) an exception or an exclusion expressly permitted hereunderCompany in accordance with this subsection 9.10.

Additional Collateral. The Borrower will, and will cause each of its Subsidiaries Subsidiaries, other than Excluded Subsidiaries, to, from time to time at its own cost and expense, promptly secure or cause to be secured the Obligations by creating or causing to be created in favor of the Administrative Agent for the benefit of the Lenders and the Administrative Agent Banks perfected security interests (subject only to Permitted Liens) with respect to all inventory, receivables, equipment, accounts, copyrights, patents, trademarks, licenses, other general intangibles, Real Estate real property and other assets of the Borrower and such Subsidiaries (its Subsidiaries, other than Excluded Assets)Subsidiaries, whether now owned or hereafter acquired, to the extent the Administrative Agent shall so request. All such security interests will be created under security agreements, mortgages and other instruments and documents in form and substance reasonably satisfactory to the Administrative Agent, and the Borrower shall deliver to the Administrative Agent all such instruments and documents (including, without limitation, legal opinions, title insurance policies and lien searches) as the Administrative Agent shall reasonably request to evidence the satisfaction of the obligations created by this §Section 9.13. The Borrower agrees to provide such evidence as the Administrative Agent shall reasonably request as to the perfection and priority of such security interests (subject only to Permitted LiensLiens permitted by the Security Documents). The Borrower shall promptly notify the Administrative Agent in the event the Borrower or any Subsidiary acquires any Collateral not otherwise subject to (a) the first priority perfected security interest of the Administrative Agent pursuant to existing Security Documents or (b) an exception or an exclusion expressly permitted hereunder9.14.

Additional Collateral. The Borrower will furnish to the Administrative Agent prompt written notice of (a) the acquisition by any Credit Party of any owned Real Estate Asset after the Closing Date, (b) the acquisition by any Credit Party of After-Acquired Intellectual Property and (c) the acquisition by any Credit Party of any other material assets (other than any assets constituting Excluded Property) after the Closing Date, other than any such assets constituting Collateral under the Collateral Documents in which the Collateral Agent shall have a valid, legal and perfected security interest (with the priority contemplated by the applicable Collateral Document) upon the acquisition thereof. The Borrower will, as promptly as practicable and will cause each of its Subsidiaries to, from time to time at its own cost and expense, promptly secure in any event within 60 days (or cause to be secured the Obligations by creating or causing to be created in favor of such longer period as the Administrative Agent for (acting at the benefit direction of the Lenders Requisite Lenders) may agree to in writing), cause the requirements of clause (g) of the Collateral and Guarantee Requirement to be satisfied with respect to such Material Real Estate Asset. With respect to After-Acquired Intellectual Property, the Borrower will, as promptly as practicable and in any event within 60 days (or such longer period as the Administrative Agent perfected security interests (subject only to Permitted Liens) with respect to all inventory, receivables, equipment, accounts, copyrights, patents, trademarks, licenses, other general intangibles, Real Estate and other assets acting at the direction of the Borrower and such Subsidiaries (other than Excluded AssetsRequisite Lenders) may agree to in writing), whether now owned or hereafter acquired, to the extent provide the Administrative Agent shall so request. All such security interests will be created under security agreementswritten notice thereof, mortgages and other instruments and documents in form and substance reasonably satisfactory to and, upon request of the Administrative Agent, and the such Borrower shall promptly execute and deliver to the Administrative Agent all the appropriate Intellectual Property Security Agreements or such instruments and documents (including, without limitation, legal opinions, title insurance policies and lien searches) other actions as the Administrative Agent shall reasonably request deems appropriate under applicable Law to evidence the satisfaction of the obligations created by this §9.13. The Borrower agrees or perfect its Lien on any Intellectual Property Collateral, or otherwise to provide such evidence as the Administrative Agent shall reasonably request as give effect to the perfection and priority intent of such security interests (subject only to Permitted Liens). The Borrower shall promptly notify the Administrative Agent in the event the Borrower or any Subsidiary acquires any Collateral not otherwise subject to (a) the first priority perfected security interest of the Administrative Agent pursuant to existing Security Documents or (b) an exception or an exclusion expressly permitted hereunderthis Agreement.

Additional Collateral. (a) The Borrower will, and will cause each of its Subsidiaries to, from time to time at its own cost and expense, promptly secure or cause to be secured the Obligations by creating or causing to be created in favor of the Administrative Agent for the benefit of the Lenders and the Administrative Agent perfected security interests (subject only to Permitted Liens) with in all assets of the Borrower and its Subsidiaries, whether now owned or hereafter acquired, except in each case (i) the Excluded Assets, (ii) the Capital Stock of any Excluded Subsidiary that is not directly owned by a Subsidiary, and (iii) in respect of each direct foreign subsidiary of any of the Borrower's Subsidiaries (including, for the avoidance of doubt, Emmis International Broadcasting Corporation), limited to not less than a pledge of 66 2/3% of the issued and outstanding Capital Stock of such direct foreign subsidiary, including, without limitation, all of the Borrower's and the Subsidiaries' inventory, cash, securities, receivables, equipment, accounts, copyrights, patents, trademarks, licenses, other general intangibles, Real Estate owned in fee, equity interests in the Subsidiaries and other assets of the Borrower and such the Subsidiaries (other than Excluded Assets), whether now owned or hereafter acquired, in each case to the extent the Administrative Agent shall so request. All such security interests will be created under security agreements, mortgages mortgages, control agreements, pledge agreements, and other instruments and documents in form and substance reasonably satisfactory to the Administrative Agent as reasonably deemed necessary by the Administrative Agent, and the Borrower shall deliver to the Administrative Agent all such instruments and documents (including, without limitation, legal opinions, title insurance policies and lien searches) as the Administrative Agent shall reasonably request to evidence the satisfaction of the obligations created by this §9.13, in each case at the expense of the Borrower. All such documentation and instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Administrative Agent and the Lenders, and all taxes, fees and other charges payable in connection therewith shall be paid in full or otherwise provided for to the reasonable satisfaction of the Administrative Agent. The Borrower agrees to provide such evidence as the Administrative Agent shall reasonably request as to the perfection and priority of such security interests (subject only to Permitted Liens). The Borrower shall promptly notify the Administrative Agent in the event the Borrower or any Subsidiary acquires any Collateral not otherwise subject to (a) the first priority perfected security interest of the Administrative Agent pursuant to existing Security Documents or (b) an exception or an exclusion expressly permitted hereunder.

Additional Collateral. The (a) From time to time, the Borrower will, at its cost and will cause expense, secure the Obligations by pledging or creating, or causing to be pledged or created, perfected security interests with respect to such of its assets and properties as the Administrative Agent or the Required Lenders shall designate within 30 days of such designation (or such later date as the Required Lenders may agree (it being understood that it is the intent of the parties that the Obligations shall be secured by substantially all the assets of the Loan Parties and each of its Subsidiaries to(including real and other Property acquired subsequent to the Closing Date)); provided that, from time neither the Loan Parties nor any of its Subsidiaries shall be required to time at its own cost and expense, promptly secure or cause to be secured the Obligations by creating or causing to be created in favor of the Administrative Agent for the benefit of the Lenders and the Administrative Agent perfected security interests (subject only to Permitted Liens) take additional action with respect to all inventory, receivables, equipment, accounts, copyrights, patents, trademarks, licenses, other general intangibles, Real Estate assets specifically excluded from Collateral in the Security Instruments and other assets which in the reasonable judgment of the Borrower and such Subsidiaries (other than Excluded Assets), whether now owned Required Lenders are of de minimis value or hereafter acquired, to for which the extent cost of obtaining a perfected security interest outweighs the Administrative Agent shall so requestvalue thereof. All such Such security interests and Liens will be created under the Security Instruments and other security agreements, mortgages mortgages, deeds of trust and other instruments and documents in form and substance reasonably satisfactory to the Administrative Required Lenders and the Collateral Agent, and the Borrower shall deliver or cause to be delivered to the Administrative Agent all such instruments and documents (including, without limitation, including legal opinions, title insurance policies opinions and lien searchessearches but excluding title insurance) as the Administrative Collateral Agent or the Required Lenders shall reasonably request within such thirty-day period to evidence the satisfaction of the obligations created by compliance with this §9.13Section. The Borrower agrees to provide such evidence as the Administrative Collateral Agent or the Required Lenders shall reasonably request as to the perfection and priority status of each such security interests (subject only to Permitted Liens). The Borrower shall promptly notify the Administrative Agent in the event the Borrower or any Subsidiary acquires any Collateral not otherwise subject to (a) the first priority perfected security interest of the Administrative Agent pursuant to existing Security Documents or (b) an exception or an exclusion expressly permitted hereunderand Lien.

Additional Collateral. Comply with the provisions of this Section --------------------- regarding any new or additional Collateral. The Borrower will, and will cause each of its Subsidiaries to, Account Parties may from time to time at its own cost add Collateral to the State Street Custodial Accounts without the necessity of executing or delivering any documents pursuant to this Agreement (but subject to the provisions of Section 5.02(g)). The Account Parties may from time to time pledge new or additional Collateral contained in Custodial Accounts other than the State Street Custodial Accounts by executing and expense, promptly secure or cause delivering to be secured the Obligations by creating or causing to be created in favor of the Administrative Agent for either a supplement to the benefit Pledge and Security Agreement in the form attached thereto (in the case of any new Custodial Account maintained with State Street), or a new pledge and security agreement (in substantially the form of the Lenders Pledge and Security Agreement) or other pledge agreement, security agreement or charge (in the Administrative Agent perfected security interests (subject only to Permitted Liens) case of any new Custodial Account maintained with respect to all inventory, receivables, equipment, accounts, copyrights, patents, trademarks, licenses, other general intangibles, Real Estate and other assets of the Borrower and such Subsidiaries (other than Excluded Assetsanother Custodian), whether now owned or hereafter acquired, to the extent the Administrative Agent shall so request. All such security interests will be created under security agreements, mortgages and other instruments and documents in form and substance reasonably satisfactory to the Administrative Agent, and the Borrower shall deliver by causing to be executed and delivered to the Administrative Agent all a control agreement or such instruments and documents (including, without limitation, legal opinions, title insurance policies and lien searches) other Security Documents as the Administrative Agent shall reasonably request require together with such other documents, certificates and opinions (including opinions as to evidence the satisfaction validity and perfection of the obligations created by this §9.13. The Borrower agrees Administrative Agent's Lien on such Collateral), in form and substance reasonably satisfactory to provide such evidence the Administrative Agent, as the Administrative Agent shall may reasonably request in connection therewith; and the applicable Account Parties will take such other action as to the perfection and priority of such security interests (subject only to Permitted Liens). The Borrower shall promptly notify the Administrative Agent may reasonably request to create in the event the Borrower or any Subsidiary acquires any Collateral not otherwise subject to (a) the first priority perfected security interest favor of the Administrative Agent a perfected security interest in and Lien on the Collateral being pledged pursuant to existing Security Documents or (b) an exception or an exclusion expressly permitted hereunderthe documents described above.

Additional Collateral. (a) The Borrower will, and will cause each of its Subsidiaries to, from time to time at its own cost and expense, promptly secure or cause to be secured the Obligations by creating or causing to be created in favor of the Administrative Agent for the benefit of the Lenders and the Administrative Agent perfected security interests (subject only to Permitted Liens) with in all assets of the Borrower and its Subsidiaries, whether now owned or hereafter acquired, except in each case (i) the Excluded Assets, (ii) the Capital Stock of any Excluded Subsidiary that is not directly owned by a Subsidiary, and (iii) in respect of each direct foreign subsidiary of any of the Borrower’s Subsidiaries (including, for the avoidance of doubt, Emmis International Broadcasting Corporation), limited to not less than a pledge of 66 2/3% of the issued and outstanding Capital Stock of such direct foreign subsidiary, including, without limitation, all of the Borrower’s and the Subsidiaries’ inventory, cash, securities, receivables, equipment, accounts, copyrights, patents, trademarks, licenses, other general intangibles, Real Estate owned in fee, equity interests in the Subsidiaries and other assets of the Borrower and such the Subsidiaries (other than Excluded Assets), whether now owned or hereafter acquired, in each case to the extent the Administrative Agent shall so request. All such security interests will be created under security agreements, mortgages mortgages, control agreements, pledge agreements, and other instruments and documents in form and substance reasonably satisfactory to the Administrative Agent as reasonably deemed necessary by the Administrative Agent, and the Borrower shall deliver to the Administrative Agent all such instruments and documents (including, without limitation, legal opinions, title insurance policies and lien searches) as the Administrative Agent shall reasonably request to evidence the satisfaction of the obligations created by this §9.13, in each case at the expense of the Borrower. All such documentation and instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Administrative Agent and the Lenders, and all taxes, fees and other charges payable in connection therewith shall be paid in full or otherwise provided for to the reasonable satisfaction of the Administrative Agent. The Borrower agrees to provide such evidence as the Administrative Agent shall reasonably request as to the perfection and priority of such security interests (subject only to Permitted Liens). The Borrower shall promptly notify the Administrative Agent in the event the Borrower or any Subsidiary acquires any Collateral not otherwise subject to (a) the first priority perfected security interest of the Administrative Agent pursuant to existing Security Documents or (b) an exception or an exclusion expressly permitted hereunder.

Additional Collateral. The Borrower will(a) Subject to the provisions of Section 3.19(b) hereof, promptly upon the Trustee's request at the direction of the Holders of a majority in outstanding principal amount of the Securities, the Company shall grant, and will shall cause each of its Subsidiaries toRestricted Subsidiary to grant, from time to time at its own cost and expensethe Trustee, promptly secure or cause to be secured the Obligations by creating or causing to be created in favor of the Administrative Agent for the ratable benefit of the Lenders Holders, a continuing security interest in and Lien upon all right, title and interest of the Company and each such Restricted Subsidiary in and to all or a portion (as shall be designated by the Trustee) of any real or personal property of the Company and each such Restricted Subsidiary to the extent not already subject to the Lien of the Trustee thereon. The Company shall use, and shall cause each such Restricted Subsidiary to use, its best efforts to assist the Trustee and the Administrative Agent perfected Holders in obtaining and perfecting such security interests and Liens, including, by (subject only to Permitted Liensa) executing and delivering one or more Security Agreements and Mortgages and all such other documents and instruments, including furnishing Opinions of Counsel (it being understood that no opinion with respect to all inventory, receivables, equipment, accounts, copyrights, patents, trademarks, licenses, other general intangibles, Real Estate and other assets of the Borrower and such Subsidiaries (other than Excluded Assets), whether now owned or hereafter acquired, to the extent the Administrative Agent shall so request. All such security interests will be created under security agreements, mortgages and other instruments and documents in form and substance reasonably satisfactory to the Administrative Agent, and the Borrower shall deliver to the Administrative Agent all such instruments and documents (including, without limitation, legal opinions, title insurance policies and lien searches) as the Administrative Agent shall reasonably request to evidence the satisfaction of the obligations created by this §9.13. The Borrower agrees to provide such evidence as the Administrative Agent shall reasonably request as to the perfection and priority of such security interests (subject only to Permitted Liensand Liens need be rendered). The Borrower shall promptly notify , requested by the Administrative Agent Trustee in the event the Borrower or any Subsidiary acquires any Collateral not otherwise subject to (a) the first priority perfected security interest of the Administrative Agent pursuant to existing Security Documents or connection therewith and (b) obtaining any third-party consents that may be necessary or required in connection therewith. All expenses incurred by the Company, the Restricted Subsidiaries, the Trustee and the Holders (including reasonable legal fees and expenses of the foregoing) in connection with the granting, documentation and perfection of the security interests pursuant to this Section 3.19 shall be borne by the Company in an exception or an exclusion expressly permitted hereunderamount not to exceed $75,000 in the aggregate. Such opinions are to contain all customary qualifications, exceptions, and assumptions as Counsel to the Company deems appropriate and as are reasonably acceptable to the Trustee, and shall be subject to any conditions precedent as may be deemed appropriate by Counsel to the Company and acceptable to the Trustee.

Additional Collateral. The Borrower will, and will cause each of its Subsidiaries Subsidiaries, other than Excluded Subsidiaries, to, from time to time at its own cost and expense, promptly secure or cause to be secured the Obligations by creating or causing to be created in favor of the Administrative Agent for the benefit of the Lenders and the Administrative Agent Banks perfected security interests (subject only to Permitted Liens) with respect to all inventory, receivables, equipment, accounts, copyrights, patents, trademarks, licenses, other general intangibles, Real Estate real property and other assets of the Borrower and such Subsidiaries (its Subsidiaries, other than Excluded Assets)Subsidiaries, whether now owned or hereafter acquired, to the extent the Administrative Agent shall so request. All such security interests will be created under security agreements, mortgages and other instruments and documents in form and substance reasonably satisfactory to the Administrative Agent, and the Borrower shall deliver to the Administrative Agent all such instruments and documents (including, without limitation, legal opinions, title insurance policies and lien searches) as the Administrative Agent shall reasonably request to evidence the satisfaction of the obligations created by this §Section 9.13. The Borrower agrees to provide such evidence as the Administrative Agent shall reasonably request as to the perfection and priority of such security interests (subject only to Permitted LiensLiens permitted by the Security Documents). The Borrower shall promptly notify the Administrative Agent in the event the Borrower or any Subsidiary acquires any Collateral not otherwise subject to (a) the first priority perfected security interest of the Administrative Agent pursuant to existing Security Documents or (b) an exception or an exclusion expressly permitted hereunder.

Additional Collateral. The Borrower will furnish to the Administrative Agent prompt written notice of (a) the acquisition by any Credit Party of any owned Real Estate Asset after the Closing Date, (b) the acquisition by any Credit Party of After-Acquired Intellectual Property and (c) the acquisition by any Credit Party of any other material assets (other than any assets constituting Excluded Property) after the Closing Date, other than any such assets constituting Collateral under the Collateral Documents in which the Collateral Agent shall have a valid, legal and perfected security interest (with the priority contemplated by the applicable Collateral Document) upon the acquisition thereof. The Borrower will, as promptly as practicable and will in any event within 60 days (or such longer period as the Administrative Agent(acting at the direction of the Requisite Lenders) may agree to in writing), cause each the requirements of its Subsidiaries to, from time to time at its own cost clause (g) of the Collateral and expense, promptly secure or cause Guarantee Requirement to be secured satisfied with respect to such Material Real Estate Asset. With respect to After-Acquired Intellectual Property, the Obligations by creating Borrower will, as promptly as practicable and in any event within 60 days (or causing to be created in favor of such longer period as the Administrative Agent for (acting at the benefit direction of the Lenders and Requisite Lenders) may agree to in writing), provide the Administrative Agent perfected security interests (subject only to Permitted Liens) with respect to all inventorywritten notice thereof, receivablesand, equipment, accounts, copyrights, patents, trademarks, licenses, other general intangibles, Real Estate and other assets upon request of the Borrower and such Subsidiaries (other than Excluded Assets), whether now owned or hereafter acquired, to the extent the Administrative Agent shall so request. All such security interests will be created under security agreements, mortgages and other instruments and documents in form and substance reasonably satisfactory to the Administrative Agent, and the such Borrower shall promptly execute and deliver to the Administrative Agent all the appropriate Intellectual Property Security Agreements or such instruments and documents (including, without limitation, legal opinions, title insurance policies and lien searches) other actions as the Administrative Agent shall reasonably request deems appropriate under applicable Law to evidence the satisfaction of the obligations created by this §9.13. The Borrower agrees or perfect its Lien on any Intellectual Property Collateral, or otherwise to provide such evidence as the Administrative Agent shall reasonably request as give effect to the perfection and priority intent of such security interests (subject only to Permitted Liens). The Borrower shall promptly notify the Administrative Agent in the event the Borrower or any Subsidiary acquires any Collateral not otherwise subject to (a) the first priority perfected security interest of the Administrative Agent pursuant to existing Security Documents or (b) an exception or an exclusion expressly permitted hereunderthis Agreement.

Additional Collateral. The Borrower will(a) Subject to this Section 5.8, and will cause each of its Subsidiaries to, from time with respect to time at its own cost and expense, promptly secure or cause any property acquired after the Closing Date by any Debtor that is intended to be secured subject to the Obligations Lien created by creating any of the Security Documents or causing the Final Order but is not so subject (but in any event excluding any assets described in the last sentence of paragraph (b) of this Section 5.8), the Borrower shall promptly give written notice of the same to be created in favor of the Administrative Agent and, if requested by the Administrative Agent or the Required Lenders, the Debtors shall promptly (and in any event within ten (10) days following written the request by the Administrative Agent or the Required Lenders) (i) execute and deliver to the Administrative Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Required Lenders shall reasonably deem necessary to grant to Administrative Agent, for the benefit of the Lenders Secured Parties, a Lien on such property having the priority specified in the Final Order, and (ii) to the extent not already created and/or perfected, take all actions necessary to cause such Lien to be duly perfected to the extent required by such Security Document or the Final Order and not already perfected in accordance with all applicable Requirements of Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent perfected security interests (subject only to Permitted Liens) with respect to all inventory, receivables, equipment, accounts, copyrights, patents, trademarks, licenses, other general intangibles, Real Estate or the Required Lenders. The Debtors shall otherwise take such actions and other assets of the Borrower and such Subsidiaries (other than Excluded Assets), whether now owned or hereafter acquired, to the extent the Administrative Agent shall so request. All such security interests will be created under security agreements, mortgages and other instruments and documents in form and substance reasonably satisfactory to the Administrative Agent, and the Borrower shall execute and/or deliver to the Administrative Agent all such instruments and documents (including, without limitation, legal opinions, title insurance policies and lien searches) as the Administrative Agent or the Required Lenders shall reasonably request require to evidence confirm the satisfaction of the obligations created by this §9.13. The Borrower agrees to provide such evidence as the Administrative Agent shall reasonably request as to the validity, perfection and priority of such security interests (subject only to Permitted Liens). The Borrower shall promptly notify the Administrative Agent in Lien under the event Final Order or the Borrower or any Subsidiary acquires any Collateral not otherwise subject to (a) the first priority perfected security interest of the Administrative Agent pursuant to existing Security Documents or (b) an exception or an exclusion expressly permitted hereunderagainst such after-acquired properties.