ESTABLISH, PERFECT, PRESERVE AND PROTECT THE LIENS IN FAVOR OF THE COLLATERAL
AGENT REQUIRED TO BE GRANTED PURSUANT TO THE ADDITIONAL MORTGAGES AND PAY, AND
CAUSE EACH SUCH SUBSIDIARY TO PAY, IN FULL, ALL TAXES, FEES AND OTHER CHARGES
PAYABLE IN CONNECTION THEREWITH, IN EACH CASE SUBJECT TO PARAGRAPH (G) BELOW.
WITH RESPECT TO EACH SUCH ADDITIONAL MORTGAGE, THE COMPANY SHALL, UNLESS
OTHERWISE WAIVED BY THE ADMINISTRATIVE AGENT, DELIVER TO THE COLLATERAL AGENT
CONTEMPORANEOUSLY THEREWITH A TITLE INSURANCE POLICY, A SURVEY, AN OPINION OF
COUNSEL AND A REAL PROPERTY OFFICERS' CERTIFICATE MEETING THE REQUIREMENTS OF
SUBSECTION (I) OF THE DEFINITION OF THE TERM "COLLATERAL AND GUARANTEE
REQUIREMENT."
(D)
IF ANY ADDITIONAL DIRECT OR INDIRECT
SUBSIDIARY OF HOLDINGS IS FORMED OR ACQUIRED AFTER THE RESTATEMENT EFFECTIVE
DATE (INCLUDING LITBR CO. IF NOT A PARTY TO THE US COLLATERAL AGREEMENT ON THE
RESTATEMENT EFFECTIVE DATE) AND IF SUCH SUBSIDIARY IS A DOMESTIC SUBSIDIARY LOAN
PARTY, WITHIN 10 BUSINESS DAYS AFTER THE DATE SUCH SUBSIDIARY IS FORMED OR
ACQUIRED, NOTIFY THE ADMINISTRATIVE AGENT AND THE LENDERS THEREOF AND, WITHIN 25
BUSINESS DAYS AFTER THE DATE SUCH SUBSIDIARY IS FORMED OR ACQUIRED, CAUSE THE
COLLATERAL AND GUARANTEE REQUIREMENT TO BE SATISFIED WITH RESPECT TO SUCH
SUBSIDIARY AND WITH RESPECT TO ANY EQUITY INTEREST IN OR INDEBTEDNESS OF SUCH
SUBSIDIARY OWNED BY OR ON BEHALF OF ANY LOAN PARTY.
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(E)
IN THE CASE OF THE COMPANY, (I) FURNISH TO
THE COLLATERAL AGENT PROMPT WRITTEN NOTICE OF ANY CHANGE (A) IN ANY LOAN PARTY'S
CORPORATE OR ORGANIZATION NAME, (B) IN ANY LOAN PARTY'S IDENTITY OR
ORGANIZATIONAL STRUCTURE OR (C) IN ANY LOAN PARTY'S ORGANIZATIONAL
IDENTIFICATION NUMBER; PROVIDED THAT THE COMPANY SHALL NOT EFFECT OR PERMIT ANY
SUCH CHANGE UNLESS ALL FILINGS HAVE BEEN MADE, OR WILL HAVE BEEN MADE WITHIN ANY
STATUTORY PERIOD, UNDER THE UNIFORM COMMERCIAL CODE OR OTHERWISE THAT ARE
REQUIRED IN ORDER FOR THE COLLATERAL AGENT TO CONTINUE AT ALL TIMES FOLLOWING
SUCH CHANGE TO HAVE A VALID, LEGAL AND PERFECTED SECURITY INTEREST IN ALL THE
COLLATERAL FOR THE BENEFIT OF THE SECURED PARTIES AND (II) PROMPTLY NOTIFY THE
ADMINISTRATIVE AGENT IF ANY MATERIAL PORTION OF THE COLLATERAL IS DAMAGED OR
DESTROYED.
(F)
PRIOR TO ANY FOREIGN SUBSIDIARY BECOMING
A REVOLVING BORROWER, CAUSE THE COLLATERAL AND GUARANTEE REQUIREMENT TO BE
SATISFIED WITH RESPECT TO SUCH FOREIGN SUBSIDIARY.
(G)
PRIOR TO BIDCO INCURRING ANY C TERM LOANS AS
THE DD BORROWER, CAUSE THE COLLATERAL AND GUARANTEE REQUIREMENT SPECIFIED IN
CLAUSE (B)(I) OF THE DEFINITION THEREOF TO BE SATISFIED.
(H)
THE COLLATERAL AND GUARANTEE REQUIREMENT AND
THE OTHER PROVISIONS OF THIS SECTION 5.10 NEED NOT BE SATISFIED WITH RESPECT TO
(I) ANY REAL PROPERTY HELD BY THE COMPANY OR ANY OF ITS SUBSIDIARIES AS A LESSEE
UNDER A LEASE, (II) ANY EQUITY INTERESTS ACQUIRED AFTER THE ORIGINAL CLOSING
DATE IN ACCORDANCE WITH THIS AGREEMENT IF, AND TO THE EXTENT THAT, AND FOR SO
LONG AS (A) DOING SO WOULD VIOLATE APPLICABLE LAW OR A CONTRACTUAL OBLIGATION
BINDING ON SUCH EQUITY INTERESTS AND (B)