Common use of Additional Security; Further Assurances Clause in Contracts

Additional Security; Further Assurances. (a) Subject to Section 7.11, Holdings shall, and shall cause each of the other Credit Parties to, grant to the Collateral Agent security interests and Mortgages in such assets and properties of Holdings and the other Credit Parties as are not covered by the original Security Documents, and as may be reasonably requested from time to time by the Administrative Agent or the Required Lenders (collectively, the "Additional Security Documents"); provided, however, that no such request for a Mortgage on a parcel of Real Property may be made pursuant to this Section 7.12(a) unless such Real Property (or, in the case of a Leasehold, such Credit Party's Leasehold interest) has a fair market value of at least $500,000. All such security interests and Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and shall constitute valid and enforceable perfected security interests and Mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been 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 Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid by Holdings and/or its Subsidiaries in full.

Additional Security; Further Assurances. (a) Subject to Section 7.11, Holdings shallParent will, and shall will cause each of its Domestic Subsidiaries and the French Borrower (and to the extent Section 8.12 is operative, each of its other Credit Parties Foreign Subsidiaries) to, grant to the Collateral Agent security interests and Mortgages mortgages in such assets and properties real property (it being understood that Real Property having a fair market value of Holdings less than $500,000 shall not be subject to this Section 8.11(a)) of Parent and the other Credit Parties its Subsidiaries as are not covered by the original Security Documents, and as may be reasonably requested from time to time by the Administrative Agent or the Required Lenders Banks (collectively, the "Additional Security Documents"); provided, however, that no such request for a Mortgage on a parcel of Real Property may be made pursuant to this Section 7.12(a) unless such Real Property (or, in the case of a Leasehold, such Credit Party's Leasehold interest) has a fair market value of at least $500,000. All such security interests and Mortgages mortgages shall be granted (i) in the case of Real Property, pursuant to the documentation and applicable terms set forth in Section 5.13 and (ii) in the case of other assets, pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and shall constitute Agent; in each case constituting valid and enforceable perfected security interests and Mortgages and/or mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been 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 Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid by Holdings and/or its Subsidiaries in full.

Additional Security; Further Assurances. (a) Subject to Section 7.11, Holdings shallEach Credit Agreement Party will, and shall will cause each of its Wholly-Owned Domestic Subsidiaries (and to the other Credit Parties extent Section 8.12 is operative, each of its Wholly-Owned Foreign Subsidiaries) to, grant to the Collateral Agent security interests and Mortgages mortgages in such assets and properties real property of Holdings such Credit Agreement Party and the other Credit Parties its Wholly-Owned Domestic Subsidiaries as are not covered by the original Security DocumentsDocuments (or if so covered, are not subject to valid and as may be reasonably enforceable perfected security interests, hypothecations or mortgages on the terms specified in the immediately succeeding sentence), in each case to the extent requested from time to time by the Administrative Agent or the Required Lenders (collectively, the "“Additional Security Documents"”); provided, however, that no such request for a Mortgage on a parcel of Real Property may be made pursuant to this Section 7.12(a) unless such Real Property (or, in the case of a Leasehold, such Credit Party's Leasehold interest) has a fair market value of at least $500,000. All such security interests and Mortgages mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Collateral Agent and shall constitute valid and enforceable perfected security interests interests, hypothecations and Mortgages mortgages superior to and prior to the rights of all third Persons and enforceable as against third parties and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been 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 Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid by in full. Notwithstanding the foregoing, this Section 8.11(a) shall not apply to (and Holdings and/or and its Subsidiaries shall not be required to grant a mortgage in) any Leasehold or any owned Real Property, the fair market value of which (as determined in fullgood faith by senior management of Holdings) is equal to or less than $500,000.

Additional Security; Further Assurances. (a) Subject to Section 7.11, Holdings shallThe Borrower will, and shall will cause each of its Domestic Subsidiaries (and to the other Credit Parties extent Section 8.14 is operative, each of its Foreign Subsidiaries) to, grant to within five days after the Collateral Agent security interests and Mortgages in such assets and properties of Holdings and the other Credit Parties as are not covered acquisition by the original Security Documents, and as may be reasonably requested from time to time by the Administrative Agent Borrower or the Required Lenders (collectively, the "Additional Security Documents"); provided, however, that no any such request for a Mortgage on a parcel Subsidiary of any Real Property may be made pursuant to this Section 7.12(a) unless such Real Property (or, in the case of a Leasehold, such Credit Party's Leasehold interest) has with a fair market value (net of at least the principal amount of any Indebtedness secured by such Real Property and which is to remain outstanding after the acquisition thereof) of $500,000. All such security interests and Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance 2,000,000 or more (each an "Additional Mortgaged Property"), give notice thereof to the Administrative Agent and thereafter deliver to the Collateral Agent a mortgage or deed of trust (each, an "Additional Mortgage") securing the Obligations of the Borrower or such Subsidiary, as the case may be, in form and substance reasonably satisfactory to the Administrative Agent, each of which Additional Mortgages shall constitute valid and enforceable perfected security interests and Mortgages superior to and prior to mortgages on the rights of all third Persons and respective Additional Mortgaged Properties subject to no other Liens except for Permitted Liens. The Each Additional Security Documents Mortgage or instruments related thereto shall have been 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 Collateral Agent required to be granted pursuant to the such Additional Security Documents Mortgage and all taxes, fees and other charges payable in connection therewith shall have been paid by Holdings and/or its Subsidiaries in full.

Additional Security; Further Assurances. (a) Subject to Section 7.11, Holdings shallEach of SCIS and Caterair will, and shall will cause each of the other Credit Parties its respective Wholly-Owned Domestic Subsidiaries to, grant to the Collateral Agent security interests and Mortgages mortgages in such assets and properties Real Property of Holdings and the other such Credit Parties Party as are not covered by the original Security DocumentsExisting Mortgages, and as may be reasonably requested from time to time by the Administrative Agent or the Required Lenders (collectively, the "Additional Security Documents"); provided, however, that no such request for a Mortgage on a parcel of Real Property Banks or as may be made required to be granted from time to time pursuant to this Section 7.12(a) unless such Real Property (or, in the case of a Leasehold, such SCIS Credit Party's Leasehold interest) has a fair market value of at least $500,000Agreement. All such security interests and Mortgages mortgages shall be granted pursuant to documentation Mortgages reasonably satisfactory in form and substance to the Administrative Agent and shall constitute valid and enforceable perfected security interests and Mortgages Liens superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents Such Mortgages or instruments related thereto shall have been 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 Collateral Agent required to be granted pursuant to the Additional Security Documents such Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid by Holdings and/or its Subsidiaries in full.

Additional Security; Further Assurances. (a) Subject to Section 7.11, Holdings shallThe Borrower --------------------------------------- will, and shall will cause each of its Wholly-Owned Domestic Subsidiaries (and to the other Credit Parties extent Section 8.12 is operative, each of its Wholly-Owned Foreign Subsidiaries) to, grant to the Collateral Agent security interests and Mortgages mortgages in such assets and properties real property of Holdings the Borrower and the other Credit Parties its Subsidiaries as are not covered by the original Security Documents, and as may be reasonably in each case to the extent requested from time to time by the Administrative Agent or the Required Lenders Banks (collectively, the "Additional Security Documents"); provided, however, that no such request for a Mortgage on a parcel of Real Property may be made pursuant to this Section 7.12(a) unless such Real Property (or, in the case of a Leasehold, such Credit Party's Leasehold interest) has a fair market value of at least $500,000. All such security interests and Mortgages mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Collateral Agent and shall constitute valid and enforceable perfected security interests interests, hypothecations and Mortgages mortgages superior to and prior to the rights of all third Persons and enforceable as against third parties and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been 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 Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid by Holdings and/or in full. Notwithstanding the foregoing, this Section 8.11(a) shall not apply to (and the Borrower and its Subsidiaries shall not be required to grant a mortgage in) any Real Property the fair market value of which (as determined in fullgood faith by senior management of the Borrower) is less than $5,000,000.

Additional Security; Further Assurances. (a) Subject to Section 7.11, Holdings shallThe Borrower will, and shall will cause each of the other Credit Parties toSubsidiary Guarantor, if any, to grant to the Collateral Agent security interests and Mortgages mortgages in such assets and properties of Holdings the Borrower and the other Credit Parties Subsidiary Guarantors as are not covered by the original Security Documents, and as may be reasonably requested from time to time by the Administrative any Agent or the Required Lenders (collectively, the "Additional Security Documents"); provided) , howeverprovided that neither the Borrower nor any of its Subsidiaries shall be required to grant a security interest in any of its assets to the extent same would not be permitted under any law applicable to the Borrower or such Subsidiary, that no as such request for a Mortgage on a parcel of Real Property may be made pursuant determination is reasonably agreed to this Section 7.12(a) unless such Real Property (or, in by the case of a Leasehold, such Credit Party's Leasehold interest) has a fair market value of at least $500,000Administrative Agent. All such security interests and Mortgages mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent Agents and shall constitute valid and enforceable perfected security interests and Mortgages mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been 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 Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid by Holdings and/or its Subsidiaries in full.

Additional Security; Further Assurances. (a) Subject (i) In the event that the Borrower at any time acquires assets after the Effective Date (other than (x) the capital stock of any Subsidiary of the Borrower and (y) assets subject to Section 7.11a Lien permitted under Sections 7.01(vii) and (viii)) with a fair market value of $2,500,000 or more, Holdings shallthe Borrower will, and shall (ii) the Borrower will cause Acme Steel and each of the other Granting Credit Parties to, in each case, grant to the Collateral Agent security interests and Mortgages mortgages in such assets and properties of Holdings the Borrower, Acme Steel and the such other Granting Credit Parties Parties, as applicable, as are not covered by the original Security Documents but are otherwise of a type covered by the original Security Documents, and as may be reasonably requested from time to time by the Administrative any Agent or the Required Lenders (collectively, the "Additional Security Documents"); provided, however, that no such request for a Mortgage on a parcel of Real Property may be made pursuant to this Section 7.12(a) unless such Real Property (or, in the case of a Leasehold, such Credit Party's Leasehold interest) has a fair market value of at least $500,000. All such security interests and Mortgages mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent Agents and shall constitute valid and enforceable perfected security interests and Mortgages mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been 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 Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid by Holdings and/or its Subsidiaries in full.

Additional Security; Further Assurances. (a) Subject to Section 7.11, Holdings shallThe Borrower will, and shall will cause each of the its Wholly-Owned Domestic Subsidiaries (other Credit Parties than USI Securities, Inc.) to, grant to the Collateral Agent security interests and Mortgages in such assets Equity Interests, instruments and properties promissory notes owned by the Borrower or any of Holdings and its Wholly-Owned Domestic Subsidiaries (other than USI Securities, Inc.), as the other Credit Parties case may be, as constitute Collateral (as defined in the relevant Security Document), but are not effectively covered by the original Security Documents, and as may be reasonably in each case to the extent requested from time to time by the Administrative Agent or the Required Lenders (collectively, the "“Additional Security Documents"”); provided, however, that no such request for a Mortgage on a parcel of Real Property may be made pursuant to this Section 7.12(a) unless such Real Property (or, in the case of a Leasehold, such Credit Party's Leasehold interest) has a fair market value of at least $500,000. All such security interests and Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Collateral Agent and shall constitute valid and enforceable perfected security interests and Mortgages hypothecations superior to and prior to the rights of all third Persons with respect to such Collateral enforceable as against third parties and subject to no other Liens except except, in each case, for Permitted LiensLiens permitted under clauses (i), (ii), (x) and (xii) of Section 8.06. The Additional Security Documents or instruments related thereto shall have been 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 Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid by Holdings and/or its Subsidiaries in full.

Additional Security; Further Assurances. (a) Subject To the extent the same shall hereafter be delivered pursuant to Section 7.11the First Lien Documents, Holdings shallwithin a reasonable time after acquisition of such assets and properties, the Parent Guarantors and the Issuers will, and shall will cause each of the their respective Subsidiaries and all other Credit Parties to, grant to the Collateral Agent Agent, for the benefit of the Holders, security interests and Mortgages mortgages in such assets and properties of Holdings the Subsidiaries and the other Credit Parties as are not covered by the original Security Documents, and as may be reasonably requested from time to time by the Administrative Agent or the Required Lenders Documents (collectively, the "“Additional Security Documents"”); providedprovided that, howeverso long as there exists no Default, that no such request for a Mortgage on a parcel of (i) motor vehicles other than Material Motor Vehicles shall not be required to be pledged as Collateral, and (ii) the Issuers shall not be required to provide Additional Security Documents with respect to Non-Significant Real Property may be made pursuant to this Section 7.12(a) unless such Real Property (or, in the case of a Leasehold, such Credit Party's Leasehold interest) has a fair market value of at least $500,000Property. All such security interests and Mortgages mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and shall constitute valid and enforceable perfected security interests and Mortgages mortgages superior to and prior to the rights of all third Persons (except the First Lien Lenders) and shall be subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been 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 Collateral Agent or the Trustee required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been be paid by Holdings and/or its Subsidiaries in full.

Additional Security; Further Assurances. (a) Subject to Section 7.11The Borrower will, Holdings shall, --------------------------------------- and shall will cause each of the other Credit Parties its Domestic Subsidiaries to, grant to the Collateral Agent security interests and Mortgages mortgages (each, an "Additional Mortgage") in such assets owned Real Property of the Borrower and properties of Holdings and its Subsidiaries that is not owned or subject to a Mortgage on the other Credit Parties as are not covered by the original Security Documents, and Initial Borrowing Date as may be reasonably requested from time to time by the Administrative Agent or the Required Lenders (collectively, the "Additional Security Documents"); provided, however, that no such request for a Mortgage on a parcel of Real Property may be made pursuant to this Section 7.12(a) unless such Real Property (or, in the case of a Leasehold, such Credit Party's Leasehold interest) has a fair market value of at least $500,000Agent. All such security interests and Mortgages mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and shall constitute valid and enforceable perfected security interests and Mortgages Liens superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liensas are permitted by Section 8.03. The Additional Security Documents Mortgages or instruments related thereto shall have been 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 Collateral Agent required to be granted pursuant to the Additional Security Documents Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid by Holdings and/or its Subsidiaries in full.

Additional Security; Further Assurances. (a) Subject Upon the occurrence of any merger or other corporate reorganization (including a contribution of assets) affecting a Credit Party or a Subsidiary of Fimalac S.A. the shares of which are pledged pursuant to Section 7.11the Security Documents (the "Affected Subsidiary"), Holdings shall, and shall cause each the parent of the other Credit Parties to, Affected Subsidiary will grant to the Collateral Security Agent security interests and Mortgages in such assets and properties shares of Holdings and the other Credit Parties Affected Subsidiary (or of the surviving entity if not the Affected Subsidiary) as are not covered by the original Security DocumentsDocuments (including, without limitation, security interests over the shares of Target and its Subsidiaries), and as may be reasonably requested from time to time by the Administrative Security Agent or the Required Lenders Banks (collectively, the "Additional Security Documents"); provided, however, that no such request for a Mortgage on a parcel of Real Property may be made pursuant to this Section 7.12(a) unless such Real Property (or, in the case of a Leasehold, such Credit Party's Leasehold interest) has a fair market value of at least $500,000. All such security interests and Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Security Agent and shall constitute valid and enforceable perfected security interests and Mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been 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 Collateral Security Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid by Holdings and/or its Subsidiaries in full.

Additional Security; Further Assurances. (a) Subject to Section 7.11, Holdings shallwill, and shall will cause each of its Domestic Subsidiaries (and, to the other Credit Parties extent Section 7.13 is operative, each of its Foreign Subsidiaries) to, grant to the Collateral Agent security interests and Mortgages mortgages (an "Additional Mortgage") in such assets and properties Real Property of Holdings and the other Credit Parties its Domestic Subsidiaries as are not covered by the original Security DocumentsMortgages, and as may be reasonably requested from time to time by the Administrative Agent or the Required Lenders Banks (collectivelyeach such Real Property, the an "Additional Security DocumentsMortgaged Property"); provided, however, that no such request for a Mortgage on a parcel of Real Property may be made pursuant to this Section 7.12(a) unless such Real Property (or, in the case of a Leasehold, such Credit Party's Leasehold interest) has a fair market value of at least $500,000. All such security interests and Additional Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and shall constitute valid and enforceable perfected security interests and Mortgages Liens superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents Mortgages or instruments related thereto shall have been 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 Collateral Agent required to be granted pursuant to the Additional Security Documents Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid by Holdings and/or its Subsidiaries in full.

Additional Security; Further Assurances. (a) Subject SUBJECT ALWAYS in any event to paragraph (c) of Section 7.11, Holdings shall, and shall cause each of the other Credit Parties to7.12, grant to the Collateral Agent Agent, for the benefit of each of the Lenders, the Issuing Lender and the Agents, security interests and Mortgages Liens in such assets personal Properties of the Borrower and properties of Holdings and the other Credit Parties its Subsidiaries as are not covered by the original Security Documents, Collateral Documents and as may be reasonably requested from time to time by the Administrative Agent or by the Required Lenders (collectively, the "Additional Security Documents"); provided, however, that no such request for a Mortgage on a parcel of Real Property may be made pursuant to this Section 7.12(a) unless such Real Property (or, in the case of a Leasehold, such Credit Party's Leasehold interest) has a fair market value of at least $500,000Majority Lenders. All such security interests and Mortgages Liens shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent (collectively, "ADDITIONAL SECURITY DOCUMENTS"), and shall constitute be effective to create in favor of the Collateral Agent, for the benefit of each of the Lenders, the Issuing Lender and the Agents, legal, valid and enforceable perfected security interests in and Mortgages superior to Liens upon the Collateral described therein and prior to in the rights of all third Persons and subject to no other Liens except for Permitted Liensproceeds thereof. The Additional Security Documents or instruments Instruments related thereto shall have been be duly recorded or filed in such manner and in such places as are required by law Applicable Law in order to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents Documents, and all taxes, fees and other charges payable in connection therewith shall have been be punctually paid in full by Holdings and/or its Subsidiaries in fullthe Borrower.

Additional Security; Further Assurances. (a) Subject The Borrower shall (i) by no later than August 31, 1997, grant the Collateral Agent security interests in and mortgages on its Leaseholds. fixtures and improvements relating to Section 7.11, Holdings shallthe Designated Stores, and shall take all actions with respect thereto required by this Section 7.11(a) and (ii) within 30 days of a request therefor from the Agent, grant, or cause each of its Subsidiaries to grant, as the other Credit Parties tocase may be, grant to the Collateral Agent security interests in and Mortgages in mortgages on such other assets and properties of Holdings and the other Credit Parties Borrower or its Subsidiaries as are not covered by the original Security Documents, and as may be reasonably requested from time to time by the Administrative Agent or the Required Lenders (collectively, the "Additional Security Documents"); provided, however, that no such request for a Mortgage on a parcel of Real Property may be made pursuant to this Section 7.12(a) unless such Real Property (or, in the case of a Leasehold, such Credit Party's Leasehold interest) has a fair market value of at least $500,000. All such Such security interests and Mortgages mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and shall constitute valid and enforceable perfected security interests and Mortgages superior to and prior to the rights of all third Persons persons and subject to no other Liens except for Permitted Liensas are permitted by Section 8.2 at the time of perfection thereof. The Additional Security Documents or other instruments related thereto shall have been 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 Collateral Agent for the benefit of the Secured Parties, required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid by Holdings in full. In addition, to the extent that the Agent has temporarily waived compliance with Sections 5.1(f) and/or 5.1(z), the Borrower will, and will cause each of its Subsidiaries in fullto, take such action as shall be necessary to carry out the intent and purposes of such sections.

Additional Security; Further Assurances. (a) Subject to Section 7.11, Holdings shallEach of the Borrower and Caterair will, and shall will cause each of the other Credit Parties its respective Wholly-Owned Domestic Subsidiaries to, grant to the Collateral Agent security interests and Mortgages mortgages in such assets and properties Real Property of Holdings and the other such Credit Parties Party as are not covered by the original Security DocumentsExisting Mortgages, and as may be reasonably requested from time to time by the Administrative Agent or the Required Lenders (collectively, the "Additional Security Documents"); provided, however, that no such request for a Mortgage on a parcel of Real Property Banks or as may be made required to be granted from time to time pursuant to this Section 7.12(a) unless such Real Property (or, in the case of a Leasehold, such Caterair Credit Party's Leasehold interest) has a fair market value of at least $500,000Agreement. All such security interests and Mortgages mortgages shall be granted pursuant to documentation Mortgages reasonably satisfactory in form and substance to the Administrative Agent and shall constitute valid and enforceable perfected security interests and Mortgages Liens superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents Such Mortgages or instruments related thereto shall have been 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 Collateral Agent required to be granted pursuant to the Additional Security Documents such Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid by Holdings and/or its Subsidiaries in full.

Additional Security; Further Assurances. (a) Subject to Section 7.11, Holdings shallThe Borrower will, and shall will cause each of the other Credit Parties its Subsidiaries to, grant to the Collateral Agent security interests and Mortgages mortgages (each an "Additional Mortgage") in such assets owned Real Property of the Borrower and properties of Holdings and its -------------------- Subsidiaries acquired after the other Credit Parties as are not covered by the original Security Documents, and Restatement Effective Date as may be reasonably requested from time to time by the Administrative Agent or the Required Lenders (collectivelyeach such Real Property, the an "Additional Security DocumentsMortgaged Property"); provided, however, that no such request for a Mortgage on a parcel of Real Property may be made pursuant to this Section 7.12(a) unless such Real Property (or, in the case of a Leasehold, such Credit Party's Leasehold interest) has a fair market value of at least $500,000. All such security interests and Such Additional Mortgages shall be granted ------------------------------ pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and shall constitute valid and enforceable perfected security interests and Mortgages Liens superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liensas are permitted by Section 8.03. The Additional Security Documents Mortgages or ------------ instruments related thereto shall have been 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 Collateral Agent required to be granted pursuant to the Additional Security Documents Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in full by Holdings and/or its Subsidiaries in fullthe Borrower.

Additional Security; Further Assurances. (a) Subject Grant to Section 7.11the Collateral Agent, Holdings shall, and shall cause for the benefit of each of the other Credit Parties toLenders, grant to the Collateral Agent Issuing Lender and the Agents, security interests and Mortgages Liens in such assets personal Property of the Parent Company, the Borrower and properties of Holdings and the other Credit Parties their Subsidiaries as are not covered by the original Security Documents, Collateral Documents and as may be reasonably requested from time to time by the Administrative Agent or by the Required Lenders (collectively, the "Additional Security Documents"); provided, however, that no such request for a Mortgage on a parcel of Real Property may be made pursuant to this Section 7.12(a) unless such Real Property (or, in the case of a Leasehold, such Credit Party's Leasehold interest) has a fair market value of at least $500,000Lenders. All such security interests and Mortgages Liens shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent (collectively, "ADDITIONAL SECURITY DOCUMENTS"), and shall constitute be effective to create in favor of the Collateral Agent, for the benefit of each of the Lenders, the Issuing Lender and the Agents, legal, valid and enforceable perfected security interests in and Mortgages superior to Liens upon the Collateral described therein and prior to in the rights of all third Persons and subject to no other Liens except for Permitted Liensproceeds thereof. The Additional Security Documents or instruments Instruments related thereto shall have been be duly recorded or filed in such manner and in such places as are required by law Applicable Law in order to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents Documents, and all taxes, fees and other charges payable in connection therewith shall have been be punctually paid in full by Holdings and/or its Subsidiaries in fullthe Parent Company and the Borrower.

Additional Security; Further Assurances. (a) Subject to Section 7.11Within a reasonable time after acquisition of such assets and properties, Holdings shallthe Parent Guarantors and the Borrower will, and shall will cause each of the their respective Subsidiaries and all other Credit Parties to, grant to the Collateral Agent or the Administrative Agent, for the benefit of the Secured Parties, security interests and Mortgages mortgages in such assets and properties of Holdings the Nexstar Entities and the other Credit Parties as are not covered by the original Security Documents, and as may be reasonably requested from time to time by the Administrative Agent or the Required Majority Lenders (collectively, the "“Additional Security Documents"”); providedprovided that so long as there exists no Default, however(i) motor vehicles other than Material Motor Vehicles shall not be required to be pledged as Collateral, that no such request for a Mortgage on a parcel of and (ii) the Borrower shall not be required to provide Additional Security Documents with respect to Non-Significant Real Property may be made pursuant to this Section 7.12(a) unless such Real Property (or, in the case of a Leasehold, such Credit Party's Leasehold interest) has a fair market value of at least $500,000Property. All such security interests and Mortgages mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Borrower and shall constitute valid and enforceable perfected security interests and Mortgages mortgages superior to and prior to the rights of all third Persons and shall be subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been 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 Collateral Agent or the Administrative Agent, at the request of the Administrative Agent, required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been be paid by Holdings and/or its Subsidiaries in full.

Additional Security; Further Assurances. (a) Subject to Section 7.11Within a reasonable time after acquisition of such assets and properties, Holdings shallthe Borrower will, and shall will cause each of the its Subsidiaries and all other Credit Parties to, grant to the Collateral Agent or the Administrative Agent, for the benefit of the Secured Parties, security interests and Mortgages mortgages in such assets and properties of Holdings the Mission Entities and the other Credit Parties as are not covered by the original Security Documents, and as may be reasonably requested from time to time by the Administrative Agent or the Required Majority Lenders (collectively, the "“Additional Security Documents"”); providedprovided that so long as there exists no Default, however(i) motor vehicles other than Material Motor Vehicles shall not be required to be pledged as Collateral, that no such request for a Mortgage on a parcel of and (ii) the Borrower shall not be required to provide Additional Security Documents with respect to Non-Significant Real Property may be made pursuant to this Section 7.12(a) unless such Real Property (or, in the case of a Leasehold, such Credit Party's Leasehold interest) has a fair market value of at least $500,000Property. All such security interests and Mortgages mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Borrower and shall constitute valid and enforceable perfected security interests and Mortgages mortgages superior to and prior to the rights of all third Persons and shall be subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been 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 Collateral Agent or the Administrative Agent, at the request of the Administrative Agent, required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been be paid by Holdings and/or its Subsidiaries in full.

Additional Security; Further Assurances. (a) Subject to Section 7.11, Holdings shallThe Borrower will, and shall will cause each of the other Credit Parties Subsidiary Guarantor to, grant to the Collateral Agent security interests and Mortgages in such assets and properties of Holdings the Borrower and the other Credit Parties such Subsidiaries as are not covered by the original Security Documents, and as may be reasonably requested from time to time by the Administrative Agent or the Required Lenders (collectively, the "Additional Security Documents"); provided, however, that no such request for a Mortgage on a parcel of Real Property may be made pursuant to this Section 7.12(a) unless such Real Property (or, in the case of a Leasehold, such Credit Party's Leasehold interest) has a fair market value of at least $500,000. All such security interests and Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and shall constitute valid and enforceable perfected security interests and Mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been 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 Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid by Holdings and/or its Subsidiaries in full. Without limiting the generality of the foregoing, immediately following the consummation of the OneSource Acquisition, the Target Companies shall become parties to the Security Agreement, and the Pledge Agreement.

Additional Security; Further Assurances. (a) Subject to Section 7.11, Holdings shallEach Borrower --------------------------------------- will, and shall will cause each of the other Credit Parties its Wholly-Owned Subsidiaries to, grant to the Collateral Agent security interests and Mortgages mortgages in such assets and properties real property of Holdings such Borrower and its Subsidiaries which are of the other Credit Parties type required to be pledged, assigned or hypothecated pursuant to the original Security Documents and as are not covered by the such original Security Documents, and as may be reasonably in each case to the extent requested from time to time by the Administrative Agent or the Required Lenders Banks (collectively, the "Additional Security Documents"); provided, however, that no such request for a Mortgage on a parcel of Real Property may be made pursuant to this Section 7.12(a) unless such Real Property (or, in the case of a Leasehold, such Credit Party's Leasehold interest) has a fair market value of at least $500,000. All such security interests and Mortgages mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Collateral Agent and shall constitute valid and enforceable perfected security interests interests, hypothecations and Mortgages mortgages superior to and prior to the rights of all third Persons and enforceable as against third parties and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been 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 Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid by Holdings and/or its Subsidiaries in full.

Additional Security; Further Assurances. (a) Subject to Section 7.11, Holdings shallEach Credit --------------------------------------- Agreement Party will, and shall will cause each of its Subsidiaries (other than the other Credit Parties Xxxxxx Subsidiary) to, grant to the Collateral Agent security interests and Mortgages mortgages in such assets and properties of Holdings and its Subsidiaries (except (i) the capital stock of the Xxxxxx Subsidiary so long as same is prohibited from being pledged pursuant to a Lien permitted under this Agreement and (ii) those assets and property specifically excluded from the Security Agreement Collateral and the other Credit Parties Pledge Agreement Collateral) as are not covered by the original Security Documents, and as may be reasonably requested from time to time by the Syndication Agent, the Administrative Agent or the Required Lenders (collectively, the "Additional Security Documents"); provided, however, that no such request for a Mortgage on a parcel of Real Property may be made pursuant to this Section 7.12(a) unless such Real Property (or, in the case of a Leasehold, such Credit Party's Leasehold interest) has a fair market value of at least $500,000. All such security interests and Mortgages mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Syndication Agent and the Administrative Agent and shall constitute valid and enforceable perfected security interests and Mortgages mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been 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 Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid by Holdings and/or its Subsidiaries in full.

Additional Security; Further Assurances. (a) Subject Holdings will cause the Borrower and the Guarantors to Section 7.11, Holdings shall, and shall cause each of the other Credit Parties to, grant to the Collateral Agent security interests and Mortgages mortgages in such assets and properties owned or leased Real Property with a fair market value of Holdings and $5,000,000 or more acquired after the other Credit Parties Initial Borrowing Date (including as are not covered by a result of the original Security Documents, and acquisition of any Subsidiary that becomes a Guarantor as provided in Section 8.07) as may be reasonably requested from time to time by the Administrative Agent or and/or the Required Lenders (collectively, the "Additional Security DocumentsMortgages"); provided, however, that no such request for a Mortgage on a parcel of Real Property may be made pursuant to this Section 7.12(a) unless such Real Property (or, in the case of a Leasehold, such Credit Party's Leasehold interest) has a fair market value of at least $500,000. All such security interests and Mortgages mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and shall constitute valid and enforceable perfected security interests and Mortgages Liens superior to and prior to the rights of all third Persons (except to the extent subject to any Permitted Encumbrances) and subject to no other Liens except for Permitted Liens. The Additional Security Documents Mortgages or instruments related thereto shall have been 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 Collateral Agent required to be granted pursuant to the Additional Security Documents Mortgages and all taxes, fees and other charges payable in connection therewith shall have been be paid by Holdings and/or its Subsidiaries in full. Furthermore, Holdings shall cause to be delivered to the Collateral Agent such opinions of counsel, title insurance, surveys, flood certificates and other related documents as may be reasonably requested by the Administrative Agent to assure itself that this Section 7.10(a) has been complied with.

Additional Security; Further Assurances. (a) Subject to Section 7.11, Holdings shallwill, and shall --------------------------------------- will cause each of the other Credit Parties its Domestic Subsidiaries (and subject to Section 7.16, each of its Foreign Subsidiaries) to, grant to the Collateral Agent security interests and Mortgages mortgages in such assets and properties of Holdings and the other Credit Parties its Subsidiaries as are not covered by the original Security Documents, and as may be reasonably requested from time to time by the Administrative Agent or the Required Lenders Banks (collectively, the "Additional Security Documents"); provided, however, that no such request for a Mortgage on a parcel of Real Property may be made pursuant to this Section 7.12(a) unless such Real Property (or, in the case of a Leasehold, such Credit Party's Leasehold interest) has a fair market value of at least $500,000. All such security interests and Mortgages mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and shall constitute valid and enforceable perfected security interests and Mortgages mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been 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 Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid by Holdings and/or its Subsidiaries in full.

Additional Security; Further Assurances. (a) Subject to Section 7.11, Holdings shallwill, and shall will cause each of the its Domestic Subsidiaries (other Credit Parties than Fidata and River Medical) (and, subject to Section 7.14, each of its Foreign Subsidiaries) to, grant to the Collateral Agent security interests and Mortgages mortgages in such assets and properties of Holdings and the other Credit Parties such Subsidiaries as are not covered by the original Security Documents, Documents and as may be reasonably requested from time to time by the Administrative Agent or the Required Lenders Banks (collectively, the "Additional Security Documents") provided that neither Holdings nor any such Subsidiary shall be required to grant any security interest or mortgage in any asset subject to a Lien permitted under Section 8.03(k); provided, however(m), that no such request for a Mortgage on a parcel of Real Property may be made pursuant to this Section 7.12(a(n) unless such Real Property or (or, in the case of a Leasehold, such Credit Party's Leasehold interest) has a fair market value of at least $500,000p). All such security interests and Mortgages mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and shall constitute valid and enforceable perfected security interests and Mortgages mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been 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 Collateral Agent required to be granted pursuant to the Additional Security Documents Documents, and all taxes, fees and other charges payable in connection therewith shall have been paid by Holdings and/or its Subsidiaries in full.

Additional Security; Further Assurances. (a) Subject to Section 7.11, Holdings shallThe Borrower will, and shall will cause each of its Wholly-Owned Domestic Subsidiaries (and to the other Credit Parties extent Section 8.12 is operative, each of its Wholly-Owned Foreign Subsidiaries) to, grant to the Collateral Agent security interests and Mortgages mortgages in such assets and properties real property of Holdings the Borrower and the other Credit Parties its Subsidiaries as are not covered by the original Security Documents, and as may be reasonably in each case to the extent requested from time to time by the Administrative Agent or the Required Lenders (collectively, the "Additional Security Documents"); provided, however, that no such request for a Mortgage on a parcel of Real Property may be made pursuant to this Section 7.12(a) unless such Real Property (or, in the case of a Leasehold, such Credit Party's Leasehold interest) has a fair market value of at least $500,000. All such security interests and Mortgages mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Collateral Agent and shall constitute valid and enforceable perfected security interests interests, hypothecations and Mortgages mortgages superior to and prior to the rights of all third Persons and enforceable as against third parties and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been 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 Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid by Holdings and/or in full. Notwithstanding the foregoing, this Section 8.11(a) shall not apply to (and the Borrower and its Subsidiaries shall not be required to grant a mortgage in) any Leasehold or any owned Real Property the fair market value of which (as determined in fullgood faith by senior management of the Borrower) is less than $5,000,000.

Additional Security; Further Assurances. (a) Subject to Section 7.11, Holdings shallThe Borrower --------------------------------------- will, and shall will cause each of its Wholly-Owned Domestic Subsidiaries (and to the other Credit Parties extent Section 8.12 is operative, each of its Wholly-Owned Foreign Subsidiaries) to, grant to the Collateral Agent security interests and Mortgages mortgages in such assets and properties real property of Holdings the Borrower and the other Credit Parties its Wholly-Owned Subsidiaries as are not covered by the original Security Documents, and as may be reasonably requested from time to time by the Administrative Agent or the Required Lenders Banks (collectively, the "Additional Security Documents"); provided, however, that no such request for a Mortgage on a parcel of Real Property may be made pursuant to this Section 7.12(a) unless such Real Property (or, in the case of a Leasehold, such Credit Party's Leasehold interest) has a fair market value of at least $500,000. All such security interests and Mortgages mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Collateral Agent and shall constitute valid and enforceable perfected security interests and Mortgages mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been 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 Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid by Holdings and/or its Subsidiaries in full.

Additional Security; Further Assurances. (a) Subject to Section 7.11, Holdings shallwill, and shall will cause each of its Subsidiaries (other than the other Credit Parties Receivables Entity) to, grant to the Collateral Agent security interests and Mortgages mortgages in such assets and properties real property of Holdings and the other Credit Parties its Subsidiaries as are not covered by the original Security Documents, and as may be reasonably requested from time to time by the Administrative Agent or the Required Lenders (collectively, the "Additional Security Documents"); provided, however, that no such request for a Mortgage on a parcel of Real Property may be made pursuant to this Section 7.12(a) unless such Real Property (or, in the case of a Leasehold, such Credit Party's Leasehold interest) has a fair market value of at least $500,000. All such security interests and Mortgages mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and shall constitute valid and enforceable perfected security interests and Mortgages mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Credit Parties acknowledge that, pursuant to the Orders, the Liens granted from time to time pursuant to the Additional Security Documents shall be perfected without recordation of any financing statements, notices of security interest or other similar instruments. In addition, the Additional Security Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law the Agent deems necessary or desirable to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid by Holdings and/or its Subsidiaries in full.

Additional Security; Further Assurances. (a) Subject to Section 7.11, Holdings shallEach Credit Agreement Party will, and shall will cause each of its Wholly-Owned Domestic Subsidiaries (and to the other Credit Parties extent Section 8.12 is operative, each of its Wholly-Owned Foreign Subsidiaries) to, grant to the Collateral Agent security interests and Mortgages mortgages in such assets and properties real property of Holdings such Credit Agreement Party and the other Credit Parties its Wholly-Owned Domestic Subsidiaries as are not covered by the original Security DocumentsDocuments (or if so covered, are not subject to valid and as may be reasonably enforceable perfected security interests, hypothecations or mortgages on the terms specified in the immediately succeeding sentence), in each case to the extent requested from time to time by the Administrative Agent or the Required Lenders (collectively, the "Additional Security Documents"); provided, however, that no such request for a Mortgage on a parcel of Real Property may be made pursuant to this Section 7.12(a) unless such Real Property (or, in the case of a Leasehold, such Credit Party's Leasehold interest) has a fair market value of at least $500,000. All such security interests and Mortgages mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Collateral Agent and shall constitute valid and enforceable perfected security interests interests, hypothecations and Mortgages mortgages superior to and prior to the rights of all third Persons and enforceable as against third parties and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been 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 Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid by in full. Notwithstanding the foregoing, this Section 8.11(a) shall not apply to (and Holdings and/or and its Subsidiaries shall not be required to grant a mortgage in) any Leasehold or any owned Real Property, the fair market value of which (as determined in fullgood faith by senior management of Holdings) is equal to or less than $500,000.

Additional Security; Further Assurances. (a) Subject to Section 7.11, Holdings shallThe Borrower will, and shall will cause each of the other Credit Parties toSubsidiary Guarantor, if any, to grant to the Collateral Administrative Agent security interests and Mortgages mortgages in such assets and properties of Holdings the Borrower and the other Credit Parties Subsidiary Guarantors as are not covered by the original Security Documents, and as may be reasonably requested from time to time by the Administrative Agent or the Required Lenders (collectively, the "Additional Security Documents"); providedprovided that neither the Borrower nor any of its Subsidiaries shall be required to grant a security interest in any of its assets to the extent same would not be permitted under any law applicable to the Borrower or such Subsidiary, however, that no as such request for a Mortgage on a parcel of Real Property may be made pursuant determination is reasonably agreed to this Section 7.12(a) unless such Real Property (or, in by the case of a Leasehold, such Credit Party's Leasehold interest) has a fair market value of at least $500,000Administrative Agent. All such security interests and Mortgages mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and shall constitute valid and enforceable perfected security interests and Mortgages mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been 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 Collateral Administrative Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid by Holdings and/or its Subsidiaries in full.