IS SUBJECT
TO A LIEN IN FAVOR OF AGENT.
(D)
IN THE EVENT ANY CREDIT PARTY ACQUIRES AN
OWNERSHIP INTEREST IN REAL PROPERTY AFTER THE CLOSING DATE WITH A FAIR MARKET
VALUE IN EXCESS OF $1,000,000, SUCH CREDIT PARTY SHALL DELIVER TO AGENT A FULLY
EXECUTED MORTGAGE OR DEED OF TRUST OVER SUCH REAL PROPERTY IN FORM AND SUBSTANCE
SIMILAR TO THE MORTGAGES DELIVERED CONCURRENTLY HEREWITH, WITH SUCH VARIATIONS
AS MAY BE REASONABLY REQUIRED BY AGENT IN ORDER TO CONFORM TO AND/OR TAKE
ADVANTAGE OF LAWS OF THE STATE IN WHICH SUCH REAL PROPERTY IS LOCATED, TOGETHER
WITH SUCH TITLE INSURANCE POLICIES, SURVEYS, APPRAISALS, EVIDENCE OF INSURANCE,
LEGAL OPINIONS, ENVIRONMENTAL ASSESSMENTS AND OTHER DOCUMENTS AND CERTIFICATES
AS SHALL BE REASONABLY REQUIRED BY AGENT.
(E)
PROMPTLY, AND IN ANY EVENT WITHIN 30 DAYS
(UNLESS OTHERWISE EXTENDED BY THE AGENT) AFTER THE ACQUISITION BY BORROWER OR
ITS SUBSIDIARIES OF ASSETS OR PERSONAL PROPERTY OF THE TYPE THAT WOULD HAVE
CONSTITUTED COLLATERAL ON THE CLOSING DATE AND INVESTMENTS OF THE TYPE THAT
WOULD HAVE CONSTITUTED COLLATERAL ON THE CLOSING DATE, BORROWER WILL TAKE, OR
WILL CAUSE ITS SUBSIDIARIES TO TAKE, ALL NECESSARY ACTION, INCLUDING (I) THE
FILING OF APPROPRIATE FINANCING STATEMENTS UNDER THE APPLICABLE 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, (II) THE
EXECUTION AND DELIVERY OF CONTROL AGREEMENTS (SUBJECT TO SECTION 3.13), AND
(III) THE NOTATION OF THE LIEN OF AGENT ON ANY CERTIFICATE OF TITLE, IN EACH
CASE, TO CREATE AND PERFECT A PERFECTED LIEN IN SUCH COLLATERAL (OR COMPARABLE
INTEREST UNDER FOREIGN LAW IN THE CASE OF FOREIGN COLLATERAL) PURSUANT TO AND TO
THE FULL EXTENT REQUIRED BY THE SECURITY AGREEMENTS AND THIS AGREEMENT (OR
OTHERWISE IN FORM SUFFICIENT TO PERFECT THE AGENT'S SECURITY INTEREST THEREIN AS
REASONABLY DETERMINED BY AGENT).
(F)
BORROWER SHALL (I) CAUSE EACH PERSON, UPON
ITS BECOMING A SUBSIDIARY OF BORROWER, PROMPTLY TO GUARANTY THE OBLIGATIONS AND
TO GRANT TO AGENT, FOR THE BENEFIT OF AGENT AND LENDERS, A SECURITY INTEREST
(SUBJECT TO THE THRESHOLDS AND EXCLUSIONS OTHERWISE SET FORTH IN THE LOAN
DOCUMENTS) IN THE REAL, PERSONAL AND MIXED PROPERTY OF SUCH PERSON TO SECURE THE
OBLIGATIONS AND (II) PLEDGE, OR CAUSE TO BE PLEDGED, TO AGENT, FOR THE BENEFIT
OF AGENT AND LENDERS, ALL OF THE STOCK OF SUCH SUBSIDIARY TO SECURE THE
OBLIGATIONS.
THE DOCUMENTATION FOR SUCH GUARANTY, SECURITY AND PLEDGE SHALL BE
SUBSTANTIALLY SIMILAR TO THE LOAN DOCUMENTS EXECUTED CONCURRENTLY HEREWITH WITH
SUCH MODIFICATIONS AS ARE REASONABLY REQUESTED BY AGENT AND SHALL BE ACCOMPANIED
BY SUCH LEGAL OPINIONS AND OTHER DOCUMENTS AS AGENT MAY REASONABLY REQUEST.
NOTWITHSTANDING THE FOREGOING, IN THE EVENT THAT A PERSON BECOMES A SUBSIDIARY
OF BORROWER AND SUCH PERSON IS A "CONTROLLED FOREIGN CORPORATION", AS DEFINED IN
SECTION 957(A) OF THE IRC (A "CFC"), OF BORROWER, THEN BORROWER SHALL (A) NOT BE
OBLIGATED TO CAUSE SUCH CFC TO COMPLY WITH CLAUSE (I) OF THIS SUBSECTION (F) AND
NOTHING IN THIS