BY THE AGENT TO BE FILED,
REGISTERED OR RECORDED IN ORDER TO CREATE IN FAVOR OF THE AGENT, FOR THE BENEFIT
OF THE LENDERS, A PERFECTED LIEN ON THE COLLATERAL DESCRIBED THEREIN, PRIOR AND
SUPERIOR IN RIGHT TO ANY OTHER PERSON (OTHER THAN WITH RESPECT TO PERMITTED
LIENS), SHALL BE IN PROPER FORM FOR FILING, REGISTRATION OR RECORDATION AND
(III) THE AGENT, ON BEHALF OF THE LENDERS, SHALL HAVE A SECURITY INTEREST IN THE
COLLATERAL OF THE TYPE AND PRIORITY DESCRIBED IN THE COLLATERAL DOCUMENTS
(SUBJECT TO LIENS EXPRESSLY PERMITTED BY SECTION 6.06 OF THE CREDIT AGREEMENT);
IT BEING UNDERSTOOD THAT WITH RESPECT TO ANY COLLATERAL THE SECURITY INTEREST IN
WHICH MAY NOT BE PERFECTED BY THE FILING OF A UCC FINANCING STATEMENT OR THE
DELIVERY OF STOCK CERTIFICATES, IF THE PERFECTION OF THE AGENT'S SECURITY IN
SUCH COLLATERAL MAY NOT BE ACCOMPLISHED PRIOR TO THE ACQUISITION CLOSING DATE
AFTER THE USE OF COMMERCIALLY REASONABLE EFFORTS TO DO SO, THEN SUCH PERFECTION
SHALL NOT CONSTITUTE A CONDITION UNDER THIS PARAGRAPH (K) AND THE BORROWER
AGREES TO TAKE OR CAUSE TO BE TAKEN SUCH ACTIONS AS MAY BE REQUIRED TO PERFECT
SUCH SECURITY INTERESTS WITHIN 15 DAYS AFTER THE ACQUISITION CLOSING DATE.
PURSUANT TO SECTION 5.11 OF THE CREDIT AGREEMENT AND SECTION 7.16 OF THE
GUARANTEE AND COLLATERAL AGREEMENT, EACH COMPANY LOAN PARTY SHALL HAVE EXECUTED
AND DELIVERED A JOINDER AGREEMENT AND A SUPPLEMENT IN THE FORM OF EXHIBIT A TO
THE GUARANTEE AND COLLATERAL AGREEMENT AND SHALL BE A LOAN PARTY, SUBSIDIARY
GUARANTOR AND GRANTOR FOR ALL PURPOSES OF THIS AMENDMENT AND EACH OTHER LOAN
DOCUMENT.
6
(L)
THE BORROWER SHALL HAVE USED COMMERCIALLY REASONABLE EFFORTS TO DELIVER TO
THE AGENT, WITH RESPECT TO THE OWNED REAL PROPERTIES OF THE COMPANY LOAN PARTIES
SPECIFIED ON SCHEDULE I HERETO (THE "COMPANY MORTGAGED PROPERTIES"), IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO THE AGENT, (I) A MORTGAGE ON SUCH PROPERTY,
(II) EVIDENCE THAT A COUNTERPART OF THE MORTGAGE HAS BEEN RECORDED OR DELIVERED
TO THE APPROPRIATE TITLE INSURANCE COMPANY SUBJECT TO ARRANGEMENTS REASONABLY
SATISFACTORY TO THE AGENT FOR RECORDING PROMPTLY FOLLOWING THE CLOSING
HEREUNDER, IN EACH CASE, IN THE PLACE NECESSARY, IN THE AGENT'S REASONABLE
JUDGMENT, TO CREATE A VALID AND ENFORCEABLE FIRST PRIORITY LIEN IN FAVOR OF THE
AGENT FOR THE BENEFIT OF ITSELF AND THE LENDERS, (III) ALTA OR OTHER MORTGAGEE'S
TITLE POLICY OR SIGNED TITLE COMMITMENT, (IV) AN OPINION OF COUNSEL IN THE STATE
IN WHICH SUCH PARCEL OF REAL PROPERTY IS LOCATED IN FORM AND SUBSTANCE AND FROM
COUNSEL REASONABLY SATISFACTORY TO THE AGENT AND (V) SUCH OTHER INFORMATION,
DOCUMENTATION, AND CERTIFICATIONS AS MAY BE REASONABLY REQUIRED BY THE AGENT;
PROVIDED THAT (X) THE AMOUNT OF DEBT SECURED BY EACH MORTGAGE IN ANY STATE THAT
IMPOSES A MORTGAGE TAX SHALL BE REASONABLY LIMITED TO AN AMOUNT LESS THAN THE
COMMITMENTS SO AS TO AVOID MULTIPLE MORTGAGE TAX ASSESSMENTS AND (Y) TO THE
EXTENT ANY OF THE FOREGOING IS NOT ACTUALLY DELIVERED ON OR PRIOR TO THE
ACQUISITION CLOSING