Security Interest in Additional Collateral. Promptly, and in any event within 30 days after the acquisition or construction by the Borrower or any other Guarantor of property of the type that would have constituted Collateral on the date hereof (and also including real property that is not being held for sale by the Borrower or its Subsidiaries), in each case in which the Administrative Agent does not have a perfected security interest under the Collateral Documents (other than (x) property of the type covered by a Pledge Agreement which is provided for in subsection 6.13(d) hereof, (y) property subject to Liens permitted under subsection 7.2(b) hereof under agreements which prohibit the creation of additional Liens on such property, or (z) any other property with a fair market value of less than $500,000 individually; PROVIDED that all such other property collectively shall have a fair market value of less than $2,500,000), or within 30 days after request by the Administrative Agent with respect to any other property of the Borrower or its Restricted Subsidiaries deemed material by the Administrative Agent or the Required Lenders (the "ADDITIONAL COLLATERAL"), the Borrower will, and will cause each of the Guarantors to, take all necessary action, including (i) the amendment or supplementing of the Security Agreement to subject such Additional Collateral to the terms thereof, (ii) the filing of appropriate financing statements under the provisions of the UCC, applicable foreign, domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate, and (iii) with respect to real property, the execution of a mortgage and the providing of environmental reports, title insurance policies, surveys and appraisals, in order to grant to the Administrative Agent a perfected Lien (subject only to Permitted Liens and other security interests permitted under the Loan Documents) in such Collateral pursuant to, and to the full extent required by, the Collateral Documents and this Agreement.
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Security Interest in Additional Collateral. Promptly(a) Pursuant to the Security Interest Agreement, Seller has granted to Purchaser a security interest in all of Seller’s right, title and interest in, to and under the Additional Collateral, to secure the prompt and complete payment and performance when due of all obligations of Seller hereunder, which security interest will, upon the filing of a duly prepared financing statement in the appropriate filing office (and the filing of a duly prepared patent security agreement in the PTO), be perfected and prior to all other Encumbrances thereon.
(b) Seller will notify Purchaser in writing at least [**] days (or such shorter period of time as may be agreed to by Purchaser) prior to any change in, or amendment or alteration to, (i) its legal name, (ii) its form or type of organizational structure or jurisdiction of organization (including its status as a corporation organized under the laws of the State of Delaware), or (iii) its Federal Employer Identification Number or state organizational identification number. Seller agrees not to effect or permit any such change referred to in this Section 5.7(b) unless all filings have been made under the UCC or otherwise that are required or advisable in order for Purchaser to continue at all times following such change to have a valid, legal and perfected Encumbrance (prior and superior in right and interest to any other Person) in all the Collateral.
(c) Without limiting the generality of Section 9.4(a), Seller will execute any and all further documents, financing statements, agreements and instruments, and take all further action that may be required under Applicable Law, or that Purchaser may reasonably request, in order to grant, create, preserve, enforce, protect and perfect the validity and priority of the security interests created by this Agreement in the Collateral. Without limiting the foregoing, Seller will do or cause to be done all acts and things that may be required, or that Purchaser from time to time may reasonably request, to assure and confirm that Purchaser holds duly created and enforceable and perfected security interests upon the Collateral (including any event within 30 days property or assets that are acquired or otherwise become Collateral after the acquisition or construction by the Borrower or any other Guarantor date of property of the type that would have constituted Collateral on the date hereof (and also including real property that is not being held for sale by the Borrower or its Subsidiariesthis Agreement), in each case case, as contemplated by, and with the lien priority required under, this Agreement.
(d) Upon the reasonable request of Purchaser at any time after the occurrence and during the continuance of a Seller Event of Default, Seller will permit Purchaser or any advisor, auditor, consultant, attorney or representative acting for Purchaser, upon reasonable notice to Seller and during normal business hours, to make extracts from and copy the books and records of Seller (and its Affiliates, as applicable) relating to the Collateral, and to discuss any matter pertaining to the Collateral with the officers and employees of Seller (and its Affiliates, as applicable), provided that the foregoing shall be undertaken in which the Administrative Agent a manner that does not have a perfected unreasonably disrupt Seller’s or its Affiliates’ business or operations.
(e) Seller will not, and will cause its Affiliates not to (i) directly or indirectly, sell, transfer, assign, lease, license, sublicense, convey or otherwise directly or indirectly dispose of any of the Collateral or any interest therein, except as permitted by this Agreement or (ii) except for the security interest under in the Collateral Documents (granted to Purchaser, cause or suffer to exist or become effective any Encumbrance of any kind, other than (x) property of the type covered by a Pledge Agreement which is provided for in subsection 6.13(d) hereofPermitted Encumbrance, (y) property subject to Liens permitted under subsection 7.2(b) hereof under agreements which prohibit the creation of additional Liens on such property, or (z) any other property with a fair market value of less than $500,000 individually; PROVIDED that all such other property collectively shall have a fair market value of less than $2,500,000), or within 30 days after request by the Administrative Agent with respect to any other property of the Borrower Collateral or any interest therein, or, in each case, enter into any agreement to do any of the foregoing. For the avoidance of doubt, nothing in this Section 5.7(e) shall restrict Seller or its Restricted Subsidiaries deemed material by the Administrative Agent or the Required Lenders (the "ADDITIONAL COLLATERAL"Affiliates from entering into, subject to Section 5.2(i), the Borrower willa Partnering Transaction or, and will cause each subject to Section 5.2(j), a Change of the Guarantors to, take all necessary action, including (i) the amendment or supplementing of the Security Agreement to subject such Additional Collateral to the terms thereof, (ii) the filing of appropriate financing statements under the provisions of the UCC, applicable foreign, domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate, and (iii) with respect to real property, the execution of a mortgage and the providing of environmental reports, title insurance policies, surveys and appraisals, in order to grant to the Administrative Agent a perfected Lien (subject only to Permitted Liens and other security interests permitted under the Loan Documents) in such Collateral pursuant to, and to the full extent required by, the Collateral Documents and this AgreementControl.
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Security Interest in Additional Collateral. Promptly, and in any event within 30 days after the acquisition or construction by the Borrower Borrower, ResNet or any other Guarantor Restricted Subsidiary of property of the type that would have constituted Collateral on the date hereof (and also including real property that is not being held for sale by the Borrower or its Subsidiaries), in each case in which the Administrative Agent does not have a perfected security interest under the Collateral Documents (other than (x) property of the type covered by a the Pledge Agreement which is provided for in subsection 6.13(d6.13(e) hereof, (y) property subject to Liens permitted under subsection 7.2(b7.2(d) hereof under agreements which prohibit the creation of additional Liens on such property, or (z) any other property with a fair market value of less than $500,000 individually; PROVIDED that all such other property collectively shall have a fair market value of less than $2,500,000), or within 30 days after request by the Administrative Agent with respect to any other property of the Borrower or its Restricted Subsidiaries deemed material by the Administrative Agent or the Required Lenders Majority Banks (the "ADDITIONAL COLLATERAL"), the Borrower will, and will cause each of the Guarantors its Restricted Subsidiaries to, take all necessary action, including (i) the amendment or supplementing of the Security Agreement to subject such Additional Collateral to the terms thereof, (ii) the filing of appropriate financing statements under the provisions of the UCC, applicable foreign, domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate, and (iii) with respect to real property, the execution of a mortgage and the providing of environmental reports, title insurance policies, surveys and appraisals, in order to grant to the Administrative Agent a perfected Lien (subject only to Permitted Liens and other security interests permitted under the Loan Documents) in such Collateral pursuant to, and to the full extent required by, the Collateral Documents and this Agreement.
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