THE OBLIGATIONS AND TO TAKE SUCH
OTHER ACTION (INCLUDING, WITHOUT LIMITATION, AUTHORIZING THE FILING OF SUCH UCC
FINANCING STATEMENTS AND DELIVERING CERTIFICATES IN RESPECT OF THE EQUITY
SECURITIES OF SUCH DOMESTIC SUBSIDIARY) AS SHALL BE NECESSARY OR APPROPRIATE TO
ESTABLISH, CREATE, PRESERVE, PROTECT AND PERFECT A FIRST PRIORITY LIEN (SUBJECT
ONLY TO PERMITTED LIENS) IN FAVOR OF ADMINISTRATIVE AGENT FOR THE BENEFIT OF
ADMINISTRATIVE AGENT AND THE LENDERS ON ALL ASSETS DESCRIBED IN THE SECURITY
DOCUMENTS (SUBJECT TO CARVE-OUTS CONTAINED THEREIN), BOTH REAL AND PERSONAL, IN
WHICH SUCH NEW DOMESTIC SUBSIDIARY HAS OR MAY THEREAFTER ACQUIRE ANY INTEREST,
(II) TO EXECUTE SUCH OTHER SECURITY DOCUMENTS, IN FORM AND CONTENT ACCEPTABLE TO
ADMINISTRATIVE AGENT, AS MAY BE REQUIRED OR REQUESTED BY ADMINISTRATIVE AGENT IN
CONNECTION WITH THE ACTIONS CONTEMPLATED BY THE PRECEDING CLAUSE (I) AND
(III) TO DELIVER SUCH PROOF OF CORPORATE (OR COMPARABLE) ACTION, INCUMBENCY OF
OFFICERS, OPINIONS OF COUNSEL AND OTHER DOCUMENTS AS ADMINISTRATIVE AGENT SHALL
HAVE REQUIRED OR REQUESTED.
67
(C)
EACH BORROWER WILL, AND WILL CAUSE EACH OF ITS SUBSIDIARIES TO,
TAKE SUCH ACTION FROM TIME TO TIME AS SHALL BE NECESSARY TO ENSURE THAT EACH OF
ITS SUBSIDIARIES IS A WHOLLY-OWNED SUBSIDIARY AND THAT ADMINISTRATIVE AGENT
SHALL HAVE, FOR THE BENEFIT OF ADMINISTRATIVE AGENT AND LENDERS, A FIRST
PRIORITY LIEN ON ALL CAPITAL STOCK OR OTHER EQUITY SECURITIES OF EACH DOMESTIC
SUBSIDIARY AND SIXTY-FIVE PERCENT (65%) OF THE CAPITAL STOCK OR OTHER EQUITY
SECURITIES OF EACH FOREIGN SUBSIDIARY (OTHER THAN DORMANT SUBSIDIARIES) WHICH IS
A DIRECT SUBSIDIARY OF A BORROWER OR A DOMESTIC SUBSIDIARY.
IN THE EVENT THAT
ANY ADDITIONAL CAPITAL STOCK OR OTHER EQUITY SECURITIES SHALL BE ISSUED BY ANY
DOMESTIC SUBSIDIARY, THE APPLICABLE BORROWER SHALL OR SHALL CAUSE EACH OF ITS
DOMESTIC SUBSIDIARIES TO, CONCURRENTLY WITH SUCH ISSUANCE, DELIVER TO
ADMINISTRATIVE AGENT TO THE EXTENT REQUIRED BY THE APPLICABLE FINANCING
DOCUMENTS THE CERTIFICATES EVIDENCING SUCH SECURITIES, ACCOMPANIED BY UNDATED
POWERS EXECUTED IN BLANK AND TO TAKE SUCH OTHER ACTION AS ADMINISTRATIVE AGENT
SHALL REQUEST TO PERFECT THE SECURITY INTEREST CREATED THEREIN PURSUANT TO SUCH
FINANCING DOCUMENTS.
(D)
CONCURRENTLY WITH THE ACQUISITION BY ANY BORROWER OR ANY DOMESTIC
SUBSIDIARIES FOLLOWING THE CLOSING DATE OF ANY FEE TITLE TO REAL ESTATE FOR AN
AMOUNT EXCEEDING $250,000, SUCH BORROWER WILL, WITHIN THIRTY (30) DAYS FOLLOWING
WRITTEN REQUEST BY ADMINISTRATIVE AGENT, DELIVER OR CAUSE TO BE DELIVERED TO
ADMINISTRATIVE AGENT, WITH RESPECT TO SUCH REAL ESTATE, (I) A MORTGAGE OR DEED
OF TRUST, AS APPLICABLE, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
ADMINISTRATIVE AGENT, EXECUTED BY THE TITLE HOLDER THEREOF, (II) AN ALTA
LENDER'S TITLE INSURANCE POLICY ISSUED BY A TITLE INSURER REASONABLY
SATISFACTORY TO ADMINISTRATIVE AGENT IN FORM AND SUBSTANCE AND IN AMOUNTS
REASONABLY SATISFACTORY TO ADMINISTRATIVE AGENT INSURING ADMINISTRATIVE AGENT'S
FIRST PRIORITY LIEN ON SUCH REAL ESTATE, FREE AND CLEAR OF ALL DEFECTS AND
ENCUMBRANCES EXCEPT PERMITTED LIENS; (III) A CURRENT ALTA SURVEY, CERTIFIED TO
ADMINISTRATIVE AGENT BY A LICENSED SURVEYOR, IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO ADMINISTRATIVE AGENT, (IV) A CERTIFICATE, IN FORM