TO THIS
AGREEMENT (IN FORM AND SUBSTANCE ACCEPTABLE TO THE ADMINISTRATIVE AGENT), TO
BECOME A SUBSIDIARY GUARANTOR AND A PLEDGOR OR, IN THE CASE OF A FOREIGN
SUBSIDIARY, TO EXECUTE (X) A COLLATERAL TRUST JOINDER, (Y) A JOINDER AGREEMENT
TO THIS AGREEMENT (IN FORM AND SUBSTANCE ACCEPTABLE TO THE ADMINISTRATIVE AGENT)
AND (Z) A SECURITY DOCUMENT COMPATIBLE WITH THE LAWS OF SUCH FOREIGN
SUBSIDIARY'S JURISDICTION (AND IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
THE COLLATERAL AGENT) TO CAUSE SUCH SUBSIDIARY TO BECOME A SUBSIDIARY GUARANTOR
AND A PLEDGOR, (B) DELIVER AN OPINION OF COUNSEL TO BORROWER IN FORM AND
SUBSTANCE, AND FROM COUNSEL, REASONABLY SATISFACTORY TO THE ADMINISTRATIVE
AGENT, AND (C) TO TAKE ALL ACTIONS NECESSARY OR ADVISABLE IN THE OPINION OF THE
ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT TO CAUSE THE LIEN CREATED BY THE
APPLICABLE COLLATERAL DOCUMENT TO BE DULY PERFECTED TO THE EXTENT REQUIRED BY
SUCH COLLATERAL DOCUMENT IN ACCORDANCE WITH ALL APPLICABLE LEGAL REQUIREMENTS,
INCLUDING THE FILING OF FINANCING STATEMENTS IN SUCH JURISDICTIONS AS MAY BE
REASONABLY REQUESTED BY THE ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT.
NOTWITHSTANDING ANYTHING
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TO THE CONTRARY SET FORTH IN THIS SECTION 5.11(B), HOLDINGS SHALL NOT BE OR
BECOME A NOTE GUARANTOR AS A RESULT OF THE PLEDGE OF THE EQUITY INTERESTS OF
BORROWER THAT IT PROVIDES WITH RESPECT TO THIS AGREEMENT AND THE CONVERTIBLE
SENIOR SECURED NOTES PURSUANT TO THE CONVERTIBLE SENIOR SECURED NOTE DOCUMENTS
AS OF THE CLOSING DATE.
(C)
PROMPTLY GRANT TO THE COLLATERAL AGENT (AND IN ANY EVENT WITHIN
(1) 30 DAYS OF THE ACQUISITION THEREOF AND (2) SUCH LONGER PERIOD AS SHALL BE
PERMITTED BY THE APPLICABLE COLLATERAL DOCUMENT(S)) A SECURITY INTEREST IN AND
MORTGAGE ON (I) EACH REAL PROPERTY OWNED IN FEE BY SUCH COMPANY AS IS ACQUIRED
BY SUCH COMPANY AFTER THE CLOSING DATE AND THAT, TOGETHER WITH ANY IMPROVEMENTS
THEREON, INDIVIDUALLY HAS A VALUE OF AT LEAST $1,000,000, AND (II) UNLESS THE
COLLATERAL AGENT OTHERWISE CONSENTS, EACH LEASED REAL PROPERTY OF SUCH COMPANY
WHICH LEASE INDIVIDUALLY HAS A FAIR MARKET VALUE OF AT LEAST $250,000, IN EACH
CASE, AS ADDITIONAL SECURITY FOR THE 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 FIRST
PRIORITY LIENS SUBJECT ONLY TO PERMITTED COLLATERAL LIENS.
THE MORTGAGES OR
INSTRUMENTS RELATED THERETO SHALL BE DULY RECORDED OR FILED IN SUCH MANNER AND
IN SUCH PLACES AS ARE REQUIRED BY APPLICABLE LEGAL REQUIREMENTS 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 COMPANY
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
REQUIRE TO