AGENT AS TO THE PERFECTION AND PRIORITY OF
THE LIENS CREATED OR INTENDED TO BE CREATED BY THE SECURITY DOCUMENTS.
(B)
CAUSE (I) EACH DOMESTIC SUBSIDIARY THAT IS OR BECOMES A MATERIAL
SUBSIDIARY, (II) EACH DOMESTIC SUBSIDIARY THAT IS OR BECOMES A DIRECT PARENT OF
ANY SUCH MATERIAL SUBSIDIARY AND (III) EACH OTHER DOMESTIC SUBSIDIARY THAT
GUARANTEES THE OBLIGATIONS UNDER THE REVOLVING FACILITY, TO, AS PROMPTLY AS
PRACTICABLE, AND IN ANY EVENT
86
WITHIN 30 DAYS AFTER THE OCCURRENCE OF SUCH EVENT OR STATUS, NOTIFY THE
ADMINISTRATIVE AGENT THEREOF AND CAUSE THE COLLATERAL AND GUARANTEE REQUIREMENT
TO BE SATISFIED WITH RESPECT TO SUCH DOMESTIC SUBSIDIARY AND DIRECT PARENT
THEREOF AS A GUARANTOR AND WITH RESPECT TO ANY EQUITY INTERESTS IN OR
INDEBTEDNESS OF SUCH DOMESTIC SUBSIDIARY OWNED BY ANY LOAN PARTY.
(C)
SUBJECT TO THE FINAL PARAGRAPH SET FORTH IN THE DEFINITION OF "COLLATERAL
AND GUARANTEE REQUIREMENT", FROM TIME TO TIME, THE BORROWER WILL, AT ITS COST
AND EXPENSE, PROMPTLY SECURE THE OBLIGATIONS BY PLEDGING OR CREATING, OR CAUSING
TO BE PLEDGED OR CREATED, PERFECTED SECURITY INTERESTS WITH RESPECT TO SUCH OF
THE ASSETS AND PROPERTIES OF THE LOAN PARTIES AS EITHER THE ADMINISTRATIVE AGENT
OR THE REQUIRED LENDERS SHALL REASONABLY REQUEST (IT BEING UNDERSTOOD THAT,
SUBJECT TO THE LIMITATIONS SET FORTH IN THIS PARAGRAPH (C), IT IS THE INTENT OF
THE PARTIES THAT THE OBLIGATIONS SHALL BE SECURED BY SUBSTANTIALLY ALL OF THE
ASSETS OF THE LOAN PARTIES (INCLUDING REAL AND PERSONAL PROPERTIES ACQUIRED
AFTER THE FUNDING DATE); PROVIDED, HOWEVER THAT NOTWITHSTANDING ANYTHING TO THE
CONTRARY SET FORTH IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, (I) NO
LEASEHOLD MORTGAGES OR DEEDS OF TRUST OR FIXTURE FILINGS SHALL BE REQUIRED WITH
RESPECT TO ANY LEASEHOLD INTEREST OF ANY LOAN PARTY AND (II) NO SECURITY
INTERESTS SHALL BE REQUIRED TO BE PLEDGED OR CREATED WITH RESPECT TO
(A) PROPERTIES SET FORTH ON SCHEDULE 5.09(C), (B) ANY AFTER-ACQUIRED MORTGAGE
PROPERTY THAT IS SUBJECT TO AN EXISTING MORTGAGE (OR ANY EXTENSION OR
REFINANCING THEREOF) OR ANY AFTER-ACQUIRED MORTGAGE PROPERTY WITH A FAIR MARKET
VALUE OF LESS THAN $5,000,000 AND (C) ANY ASSETS LOCATED OUTSIDE OF THE UNITED
STATES.
SUCH SECURITY INTERESTS AND LIENS WILL BE CREATED UNDER THE SECURITY
DOCUMENTS AND OTHER SECURITY AGREEMENTS, MORTGAGES, DEEDS OF TRUST AND OTHER
INSTRUMENTS AND DOCUMENTS IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT, AND THE BORROWER SHALL DELIVER OR CAUSE TO BE DELIVERED TO
THE LENDERS ALL SUCH INSTRUMENTS AND DOCUMENTS (INCLUDING CUSTOMARY LEGAL
OPINIONS, TITLE INSURANCE POLICIES OR TITLE OPINIONS AND LIEN SEARCHES) AS THE
ADMINISTRATIVE AGENT SHALL REASONABLY REQUEST TO EVIDENCE COMPLIANCE WITH THIS
PARAGRAPH (C).
(D)
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN PARAGRAPH (C) ABOVE, NO
SECURITY INTERESTS SHALL BE REQUIRED TO BE CREATED PURSUANT TO
PARAGRAPH (C) ABOVE BY ANY LOAN PARTY WITH RESPECT TO ANY AFTER-ACQUIRED
MORTGAGE PROPERTY WITH A FAIR MARKET VALUE (AS DETERMINED BY THE APPLICABLE LOAN
PARTY IN ITS REASONABLE JUDGMENT, IT BEING UNDERSTOOD THAT THE PURCHASE PRICE
SHALL BE INDICATIVE THEREOF) (THE