FOLLOWING SUCH CHANGE TO HAVE A VALID, LEGAL AND PERFECTED SECURITY
INTEREST IN ALL THE COLLATERAL FOR THE BENEFIT OF THE SECURED PARTIES AND
(II) PROMPTLY NOTIFY THE ADMINISTRATIVE AGENT IF ANY MATERIAL PORTION OF THE
COLLATERAL IS DAMAGED OR DESTROYED.
(G)
THE COLLATERAL AND GUARANTEE REQUIREMENT AND THE OTHER
PROVISIONS OF THIS SECTION 5.10 NEED NOT BE SATISFIED WITH RESPECT TO (I) ANY
REAL PROPERTY HELD BY THE BORROWERS OR ANY OF THEIR SUBSIDIARIES AS A LESSEE
UNDER A LEASE, (II) ANY VEHICLE, (III) EXCEPT AS REQUIRED PURSUANT TO
SECTION 5.14, CASH, DEPOSIT ACCOUNT AND SECURITY ACCOUNTS (PROVIDED
THAT THIS
CLAUSE (III) SHALL NOT AFFECT THE COLLATERAL AGENT'S RIGHT TO CLAIM A SECURITY
INTEREST IN PROCEEDS OF ACCOUNTS AND INVENTORY), (IV) ANY EQUITY INTERESTS
ACQUIRED AFTER THE CLOSING DATE (OTHER THAN EQUITY INTERESTS IN THE COMPANY OR,
IN THE CASE OF ANY PERSON WHICH IS A SUBSIDIARY, EQUITY INTERESTS IN SUCH PERSON
ISSUED OR ACQUIRED AFTER SUCH PERSON BECAME A SUBSIDIARY) IN ACCORDANCE WITH
THIS AGREEMENT IF, AND TO THE EXTENT THAT, AND FOR SO LONG AS (A) SUCH EQUITY
INTERESTS CONSTITUTE LESS THAN 100% OF ALL APPLICABLE EQUITY INTERESTS OF SUCH
PERSON AND THE PERSON HOLDING THE REMAINDER OF SUCH EQUITY INTERESTS ARE NOT
AFFILIATES, (B) DOING SO WOULD VIOLATE APPLICABLE LAW OR A CONTRACTUAL
OBLIGATION BINDING ON SUCH EQUITY INTERESTS AND (C) WITH RESPECT TO SUCH
CONTRACTUAL OBLIGATIONS, SUCH OBLIGATION EXISTED AT THE TIME OF THE ACQUISITION
THEREOF AND WAS NOT CREATED OR MADE BINDING ON SUCH EQUITY INTERESTS IN
CONTEMPLATION OF OR IN CONNECTION WITH THE ACQUISITION OF SUCH SUBSIDIARY,
(V) ANY ASSETS ACQUIRED AFTER THE CLOSING DATE, TO THE EXTENT THAT, AND FOR SO
LONG AS, TAKING SUCH ACTIONS WOULD VIOLATE AN ENFORCEABLE CONTRACTUAL OBLIGATION
BINDING ON SUCH ASSETS THAT EXISTED AT THE TIME OF THE ACQUISITION THEREOF AND
WAS NOT CREATED OR MADE BINDING ON SUCH ASSETS IN CONTEMPLATION OR IN CONNECTION
WITH THE ACQUISITION OF SUCH ASSETS (EXCEPT IN THE CASE OF ASSETS ACQUIRED WITH
INDEBTEDNESS PERMITTED PURSUANT TO SECTION 6.01(I) THAT IS SECURED BY A
PERMITTED LIEN) OR (VI) THOSE ASSETS AS TO WHICH THE COLLATERAL AGENT SHALL
REASONABLY DETERMINE THAT THE COSTS OF OBTAINING OR PERFECTING SUCH A SECURITY
INTEREST ARE EXCESSIVE IN RELATION TO THE VALUE OF THE SECURITY TO BE AFFORDED
THEREBY; PROVIDED, THAT, UPON THE REASONABLE REQUEST OF THE COLLATERAL AGENT,
THE COMPANY SHALL, AND SHALL CAUSE ANY APPLICABLE SUBSIDIARY TO, USE
COMMERCIALLY REASONABLE EFFORTS TO HAVE WAIVED OR ELIMINATED ANY CONTRACTUAL
OBLIGATION OF THE TYPES DESCRIBED IN CLAUSES (IV) AND (V) ABOVE.
SECTION 5.11. APPRAISALS AND REPORTS
.
The Company shall use commercially reasonable efforts to facilitate the
completion of Post-Closing Reports within 90 days after the Closing Date.
In
addition, the Borrowers shall provide to the Collateral Agent, upon request of
the Collateral Agent and at the expense of the Borrowers, (a) so long as no
Availability Triggering Event or Event of Default has occurred and is
continuing, once in each calendar year (in coordination with