reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect.
SECTION 5.10
Further Assurances; Additional Mortgages.
(a)
Execute any and
all further documents, financing statements, agreements and instruments, and
take all such further actions (including the filing and recording of financing
statements, fixture filings, Mortgages and other documents and recordings of
Liens in stock registries), that may be required under any applicable law, or
that the Administrative Agent may reasonably request, to cause the Collateral
and Guarantee Requirement to be and remain satisfied, all at the expense of the
Loan Parties and provide to the Administrative Agent, from time to time upon
reasonable request,
100
evidence reasonably satisfactory to the Administrative Agent as to the
perfection and priority of the Liens created or intended to be created by the
Security Documents.
(B)
IF ANY ASSET (INCLUDING ANY REAL PROPERTY
(OTHER THAN REAL PROPERTY COVERED BY SECTION 5.10(C) BELOW) OR IMPROVEMENTS
THERETO OR ANY INTEREST THEREIN) THAT HAS AN INDIVIDUAL FAIR MARKET VALUE IN AN
AMOUNT HAVING A DOLLAR EQUIVALENT GREATER THAN $20.0 MILLION IS ACQUIRED BY
HOLDINGS, THE COMPANY OR ANY DOMESTIC SUBSIDIARY LOAN PARTY AFTER THE
RESTATEMENT EFFECTIVE DATE OR OWNED BY AN ENTITY AT THE TIME IT FIRST BECOMES A
DOMESTIC SUBSIDIARY LOAN PARTY (IN EACH CASE OTHER THAN ASSETS CONSTITUTING
COLLATERAL UNDER A SECURITY DOCUMENT THAT BECOME SUBJECT TO THE LIEN OF SUCH
SECURITY DOCUMENT UPON ACQUISITION THEREOF), CAUSE SUCH ASSET TO BE SUBJECTED TO
A LIEN SECURING THE OBLIGATIONS AND TAKE, AND CAUSE THE DOMESTIC SUBSIDIARY LOAN
PARTIES TO TAKE, SUCH ACTIONS AS SHALL BE NECESSARY OR REASONABLY REQUESTED BY
THE ADMINISTRATIVE AGENT TO GRANT AND PERFECT SUCH LIENS, INCLUDING ACTIONS
DESCRIBED IN PARAGRAPH (A) OF THIS SECTION, ALL AT THE EXPENSE OF THE LOAN
PARTIES, SUBJECT TO PARAGRAPH (G) BELOW.
(C)
GRANT AND CAUSE EACH OF THE DOMESTIC
SUBSIDIARY LOAN PARTIES TO GRANT, TO THE COLLATERAL AGENT SECURITY INTERESTS AND
MORTGAGES IN SUCH REAL PROPERTY OF THE COMPANY OR ANY SUCH DOMESTIC SUBSIDIARY
LOAN PARTIES AS ARE NOT COVERED BY THE EXISTING MORTGAGES, TO THE EXTENT
ACQUIRED AFTER THE RESTATEMENT EFFECTIVE DATE AND HAVING A FAIR MARKET VALUE (AS
DETERMINED IN GOOD FAITH BY HOLDINGS) AT THE TIME OF ACQUISITION IN EXCESS OF
$20.0 MILLION PURSUANT TO DOCUMENTATION SUBSTANTIALLY IN THE FORM OF THE
MORTGAGES DELIVERED TO THE COLLATERAL AGENT ON THE ORIGINAL CLOSING DATE (AS
AMENDED BY THE AMENDMENTS THERETO EFFECTED IN CONNECTION WITH THE AGREEMENT TO
AMEND), OR IN SUCH OTHER FORM AS IS REASONABLY SATISFACTORY TO THE COLLATERAL
AGENT (EACH, AN "ADDITIONAL MORTGAGE") AND CONSTITUTING VALID AND ENFORCEABLE
PERFECTED LIENS SUPERIOR TO AND PRIOR TO THE RIGHTS OF ALL THIRD PERSONS SUBJECT
TO NO OTHER LIENS EXCEPT AS ARE PERMITTED BY SECTION 6.02 OR ARISING BY
OPERATION OF LAW, AT THE TIME OF PERFECTION THEREOF, RECORD OR FILE, AND CAUSE
EACH SUCH SUBSIDIARY TO RECORD OR FILE, THE ADDITIONAL MORTGAGE OR INSTRUMENTS
RELATED THERETO IN SUCH MANNER AND IN SUCH PLACES AS IS REQUIRED BY LAW TO