THE CASE OF EITHER CLAUSE (1) OR (2), DOING SO WOULD
CONSTITUTE AN INVESTMENT OF EARNINGS IN UNITED STATES PROPERTY UNDER SECTION 956
(OR A SUCCESSOR PROVISION) OF THE CODE, WHICH INVESTMENT WOULD OR COULD
REASONABLY BE EXPECTED TO TRIGGER A MATERIAL INCREASE IN THE NET INCOME OF A
UNITED STATES SHAREHOLDER OF SUCH SUBSIDIARY PURSUANT TO SECTION 951 (OR A
SUCCESSOR PROVISION) OF THE CODE, AS REASONABLY DETERMINED BY THE ADMINISTRATIVE
AGENT; PROVIDED THAT THIS EXCEPTION SHALL NOT APPLY TO (A) VOTING STOCK OF ANY
SUBSIDIARY WHICH IS A FIRST-TIER CONTROLLED FOREIGN CORPORATION (AS DEFINED IN
SECTION 957(A) OF THE CODE) REPRESENTING 66% OF THE TOTAL VOTING POWER OF ALL
OUTSTANDING VOTING STOCK OF SUCH SUBSIDIARY AND (B) 100% OF THE EQUITY INTERESTS
NOT CONSTITUTING VOTING STOCK OF ANY SUCH SUBSIDIARY, EXCEPT THAT ANY SUCH
EQUITY INTERESTS CONSTITUTING "STOCK ENTITLED TO VOTE" WITHIN THE MEANING OF
TREASURY REGULATION SECTION 1.956-2(C)(2) SHALL BE TREATED AS VOTING STOCK FOR
PURPOSES OF THIS SECTION 5.11(B).
(C)
PROMPTLY GRANT TO THE COLLATERAL AGENT, WITHIN 30 DAYS OF THE
ACQUISITION THEREOF, A SECURITY INTEREST IN AND MORTGAGE ON EACH REAL PROPERTY
OWNED IN FEE BY SUCH LOAN PARTY AS IS ACQUIRED BY SUCH LOAN PARTY AFTER THE
CLOSING DATE AND THAT, TOGETHER WITH ANY IMPROVEMENTS THEREON, INDIVIDUALLY HAS
A FAIR MARKET VALUE OF AT LEAST $1.0 MILLION, AS ADDITIONAL SECURITY FOR THE
SECURED OBLIGATIONS (UNLESS THE SUBJECT PROPERTY IS ALREADY MORTGAGED TO A THIRD
PARTY TO THE EXTENT PERMITTED BY SECTION 6.02).
SUCH MORTGAGES SHALL BE GRANTED
PURSUANT TO DOCUMENTATION REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE
ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT AND SHALL CONSTITUTE VALID AND
ENFORCEABLE PERFECTED LIENS SUBJECT ONLY TO PERMITTED COLLATERAL LIENS OR OTHER
LIENS ACCEPTABLE TO THE COLLATERAL AGENT.
THE MORTGAGES OR 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 COLLATERAL AGENT REQUIRED TO BE GRANTED PURSUANT TO THE MORTGAGES AND ALL
TAXES, FEES AND OTHER CHARGES PAYABLE IN CONNECTION THEREWITH SHALL BE PAID IN
FULL.
SUCH LOAN PARTY SHALL OTHERWISE TAKE SUCH ACTIONS AND EXECUTE AND/OR
DELIVER TO THE COLLATERAL AGENT SUCH DOCUMENTS AS THE ADMINISTRATIVE AGENT OR
THE COLLATERAL
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AGENT SHALL REQUIRE TO CONFIRM THE VALIDITY, PERFECTION AND PRIORITY OF THE LIEN
OF ANY EXISTING MORTGAGE OR NEW MORTGAGE AGAINST SUCH AFTER-ACQUIRED REAL
PROPERTY (INCLUDING A TITLE POLICY, A SURVEY AND LOCAL COUNSEL OPINION (IN FORM
AND SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT AND THE
COLLATERAL AGENT) IN RESPECT OF SUCH MORTGAGE).
SECTION 5.12
Security Interests; Further Assurances.
Promptly, upon the
reasonable request of the Administrative Agent, the Collateral Agent or any
Lender, at the relevant Borrower's expense, execute, acknowledge and deliver, or
cause the execution, acknowledgment and delivery of, and thereafter register,
file or record, or cause to be registered, filed or recorded, in an appropriate
governmental office, any document or instrument supplemental to or confirmatory