3-16 OF REGULATION S-X UNDER THE SECURITIES ACT (OR ANY SUCCESSOR THERETO)
OR ANY OTHER LAW, RULE OR REGULATION) OR (II) THE EQUITY INTERESTS OF ANY
UNRESTRICTED SUBSIDIARY.
(C) WITHOUT LIMITING THE FOREGOING, EACH LOAN PARTY WILL, AND WILL CAUSE EACH
SUBSIDIARY THAT IS A LOAN PARTY TO, EXECUTE AND DELIVER, OR CAUSE TO BE EXECUTED
AND DELIVERED, TO THE AGENT SUCH DOCUMENTS, AGREEMENTS AND INSTRUMENTS, AND WILL
TAKE OR CAUSE TO BE TAKEN SUCH FURTHER ACTIONS (INCLUDING THE FILING AND
RECORDING OF FINANCING STATEMENTS, FIXTURE FILINGS, MORTGAGES, DEEDS OF TRUST
AND OTHER DOCUMENTS AND SUCH OTHER ACTIONS OR DELIVERIES OF THE TYPE REQUIRED BY
SECTION 4.01, AS APPLICABLE (INCLUDING THE DELIVERY OF THE ITEMS CONTEMPLATED BY
SECTION 4.01(Q) TO THE EXTENT THE BORROWER HAS BEEN UNABLE TO DELIVER SUCH ITEMS
BY THE CLOSING DATE AFTER HAVING USED ITS COMMERCIALLY REASONABLE EFFORTS TO
OBTAIN AND DELIVER SUCH ITEMS BY THE CLOSING DATE)), WHICH MAY BE REQUIRED BY
LAW OR WHICH THE AGENT MAY, FROM TIME TO TIME, REASONABLY REQUEST TO CARRY OUT
THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND TO
ENSURE PERFECTION AND PRIORITY OF THE LIENS CREATED OR INTENDED TO BE CREATED BY
THE COLLATERAL DOCUMENTS, ALL AT THE EXPENSE OF THE LOAN PARTIES.
(D) SUBJECT TO THE LIMITATIONS SET FORTH OR REFERRED TO IN THIS SECTION 5.11, IF
ANY MATERIAL ASSETS (INCLUDING ANY REAL PROPERTY OR IMPROVEMENTS THERETO OR ANY
INTEREST THEREIN) ARE ACQUIRED BY THE BORROWER OR ANY SUBSIDIARY THAT IS A LOAN
PARTY AFTER THE CLOSING DATE (OTHER THAN ASSETS CONSTITUTING COLLATERAL UNDER
THE SECURITY AGREEMENT THAT BECOME SUBJECT TO THE LIEN IN FAVOR OF THE AGENT
UPON ACQUISITION THEREOF), THE BORROWER WILL NOTIFY THE AGENT AND THE LENDERS
THEREOF, AND, IF REQUESTED BY THE AGENT OR THE REQUIRED LENDERS, THE BORROWER
WILL CAUSE SUCH ASSETS TO BE SUBJECTED TO A LIEN SECURING THE SECURED
OBLIGATIONS AND WILL TAKE, AND CAUSE THE LOAN PARTIES THAT ARE SUBSIDIARIES TO
TAKE, SUCH ACTIONS AS SHALL BE NECESSARY OR REASONABLY REQUESTED BY THE AGENT TO
GRANT AND PERFECT SUCH LIENS, INCLUDING ACTIONS DESCRIBED IN PARAGRAPH (C) OF
THIS SECTION, ALL AT THE EXPENSE OF THE LOAN PARTIES.
(E) IF, AT ANY TIME AND FROM TIME TO TIME AFTER THE CLOSING DATE, SUBSIDIARIES
THAT ARE NOT LOAN PARTIES BECAUSE THEY ARE IMMATERIAL SUBSIDIARIES COMPRISE IN
THE AGGREGATE MORE THAN 5% OF CONSOLIDATED TOTAL ASSETS AS OF THE END OF THE
MOST RECENTLY ENDED FISCAL QUARTER OF THE BORROWER OR MORE THAN 5% OF EBITDA FOR
THE PERIOD OF FOUR CONSECUTIVE FISCAL QUARTERS AS OF THE END OF THE MOST
RECENTLY ENDED FISCAL QUARTER OF THE BORROWER, THEN THE BORROWER SHALL, NOT
LATER THAN 45 DAYS AFTER THE DATE BY WHICH FINANCIAL STATEMENTS FOR SUCH QUARTER
ARE REQUIRED TO BE DELIVERED PURSUANT TO THIS AGREEMENT, CAUSE ONE OR MORE SUCH
SUBSIDIARIES TO BECOME ADDITIONAL LOAN PARTIES (NOTWITHSTANDING THAT SUCH
SUBSIDIARIES ARE, INDIVIDUALLY, IMMATERIAL SUBSIDIARIES) SUCH THAT THE FOREGOING
CONDITION CEASES TO BE TRUE.
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