WHICH IS A FIRST-TIER
CONTROLLED FOREIGN CORPORATION (AS DEFINED IN SECTION 957(A) OF THE CODE)
REPRESENTING 66% OF THE TOTAL VOTING POWER OF ALL OUTSTANDING VOTING STOCK OF
SUCH SUBSIDIARY AND (B) 100% OF THE EQUITY INTERESTS NOT CONSTITUTING VOTING
STOCK OF ANY SUCH SUBSIDIARY, EXCEPT THAT ANY SUCH EQUITY INTERESTS CONSTITUTING
"STOCK ENTITLED TO VOTE" WITHIN THE MEANING OF TREASURY REGULATION
SECTION 1.956-2(C)(2) SHALL BE TREATED AS VOTING STOCK FOR PURPOSES OF THIS
SECTION 5.11(B).
(C)
PROMPTLY GRANT TO THE COLLATERAL AGENT, WITHIN 60 DAYS OF THE
ACQUISITION THEREOF, A SECURITY INTEREST IN AND MORTGAGE ON (I) EACH REAL
PROPERTY OWNED IN FEE BY SUCH LOAN PARTY AS IS ACQUIRED BY SUCH LOAN PARTY AFTER
THE CLOSING DATE AND THAT, TOGETHER WITH ANY IMPROVEMENTS THEREON, INDIVIDUALLY
HAS A FAIR MARKET VALUE OF AT LEAST $1,000,000, AND (II) UNLESS THE COLLATERAL
AGENT OTHERWISE CONSENTS OR THE APPLICABLE LEASE CONTAINS A PROHIBITION THAT
PROVIDES THAT GRANTING THE LIEN WOULD CREATE A DEFAULT UNDER SUCH LEASE, EACH
LEASED REAL PROPERTY OF SUCH LOAN PARTY WHICH LEASE INDIVIDUALLY HAS A FAIR
MARKET VALUE OF AT LEAST $1,000,000, IN EACH CASE, AS ADDITIONAL SECURITY FOR
THE SECURED OBLIGATIONS (UNLESS THE SUBJECT PROPERTY IS ALREADY MORTGAGED TO A
THIRD PARTY TO THE EXTENT PERMITTED BY SECTION 6.02).
SUCH MORTGAGES SHALL BE
GRANTED PURSUANT TO DOCUMENTATION REASONABLY SATISFACTORY IN FORM AND SUBSTANCE
TO THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT AND SHALL CONSTITUTE VALID
AND ENFORCEABLE PERFECTED LIENS SUBJECT ONLY TO PERMITTED LIENS OR OTHER LIENS
REASONABLY ACCEPTABLE TO THE COLLATERAL AGENT.
THE MORTGAGES OR INSTRUMENTS
RELATED THERETO SHALL BE DULY RECORDED OR FILED IN SUCH MANNER AND IN SUCH
PLACES AS ARE REQUIRED BY LAW TO ESTABLISH, PERFECT, PRESERVE AND PROTECT THE
LIENS IN FAVOR OF THE COLLATERAL AGENT REQUIRED TO BE GRANTED PURSUANT TO THE
MORTGAGES AND ALL TAXES, FEES AND OTHER CHARGES PAYABLE IN CONNECTION THEREWITH
SHALL BE PAID IN FULL.
SUCH LOAN PARTY SHALL OTHERWISE TAKE SUCH ACTIONS AND
EXECUTE AND/OR DELIVER TO THE COLLATERAL AGENT SUCH DOCUMENTS AS THE
ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT SHALL
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REASONABLY REQUIRE TO CONFIRM THE VALIDITY, PERFECTION AND PRIORITY OF THE LIEN
OF ANY EXISTING MORTGAGE OR NEW MORTGAGE AGAINST SUCH AFTER ACQUIRED REAL
PROPERTY (INCLUDING A TITLE POLICY, A SURVEY AND LOCAL COUNSEL OPINION (IN FORM
AND SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT AND THE
COLLATERAL AGENT) IN RESPECT OF SUCH MORTGAGE).
SECTION 5.12
Security Interests; Further Assurances.
Promptly, upon the
reasonable request of the Administrative Agent, the Collateral Agent or any
Lender, at Borrower's expense, execute, acknowledge and deliver, or cause the
execution, acknowledgment and delivery of, and thereafter register, file or
record, or cause to be registered, filed or recorded, in an appropriate
governmental office, any document or instrument supplemental to or confirmatory
of the Security Documents or otherwise deemed by the Administrative Agent or the
Collateral Agent reasonably necessary or desirable for the continued validity,
perfection and priority of the Liens on the Collateral covered thereby subject
to