and obtain and renew all material authorizations
and permits required pursuant to Environmental Law for its operations and
properties, in each case in accordance with Environmental Laws, except, in each
case with respect to this Section 5.09, to the extent the failure to do so would
not reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect.
SECTION 5.10. FURTHER ASSURANCES; ADDITIONAL SECURITY
.
(A)
EXECUTE ANY AND ALL FURTHER DOCUMENTS, FINANCING STATEMENTS, AGREEMENTS
AND INSTRUMENTS, AND TAKE ALL SUCH FURTHER ACTIONS (INCLUDING THE FILING AND
RECORDING OF FINANCING STATEMENTS, FIXTURE FILINGS, MORTGAGES AND OTHER
DOCUMENTS AND RECORDINGS OF LIENS IN STOCK REGISTRIES), THAT MAY BE REQUIRED
UNDER ANY APPLICABLE LAW, OR THAT THE COLLATERAL AGENT MAY REASONABLY REQUEST,
TO SATISFY THE COLLATERAL AND GUARANTEE REQUIREMENT AND TO CAUSE THE COLLATERAL
AND GUARANTEE REQUIREMENT TO BE AND REMAIN SATISFIED, ALL AT THE EXPENSE OF THE
LOAN PARTIES AND PROVIDE TO THE COLLATERAL AGENT, FROM TIME TO TIME UPON
REASONABLE REQUEST, EVIDENCE REASONABLY SATISFACTORY TO THE COLLATERAL AGENT AS
TO THE PERFECTION AND PRIORITY OF THE LIENS CREATED OR INTENDED TO BE CREATED BY
THE SECURITY DOCUMENTS.
(B)
IF ANY ASSET (INCLUDING ANY REAL PROPERTY (OTHER THAN REAL
PROPERTY COVERED BY PARAGRAPH (C) BELOW) OR IMPROVEMENTS THERETO OR ANY INTEREST
THEREIN) THAT HAS AN INDIVIDUAL FAIR MARKET VALUE IN AN AMOUNT GREATER THAN $5
MILLION IS ACQUIRED BY THE COMPANY OR ANY OTHER LOAN PARTY AFTER THE CLOSING
DATE OR OWNED BY AN ENTITY AT THE TIME IT BECOMES A SUBSIDIARY LOAN PARTY (IN
EACH CASE OTHER THAN (X) ASSETS CONSTITUTING COLLATERAL UNDER A SECURITY
DOCUMENT THAT BECOME SUBJECT TO THE LIEN OF SUCH SECURITY DOCUMENT UPON
ACQUISITION THEREOF AND (Y) ASSETS THAT ARE NOT REQUIRED TO BECOME SUBJECT TO
LIENS IN FAVOR OF THE COLLATERAL AGENT PURSUANT TO SECTION 5.10(G) OR THE
SECURITY DOCUMENTS) (I) NOTIFY THE COLLATERAL AGENT THEREOF, (II) IF SUCH ASSET
IS COMPRISED OF REAL PROPERTY, DELIVER TO COLLATERAL AGENT AN UPDATED
SCHEDULE 1.01(C)
REFLECTING THE ADDITION OF SUCH ASSET, AND (III) CAUSE SUCH
ASSET TO BE SUBJECTED TO A LIEN SECURING THE OBLIGATIONS AND TAKE,
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AND CAUSE THE SUBSIDIARY LOAN PARTIES TO TAKE, SUCH ACTIONS AS SHALL BE
NECESSARY OR REASONABLY REQUESTED BY THE ADMINISTRATIVE AGENT TO GRANT AND
PERFECT SUCH LIENS, INCLUDING ACTIONS DESCRIBED IN PARAGRAPH (A) OF THIS
SECTION, ALL AT THE EXPENSE OF THE LOAN PARTIES, SUBJECT TO PARAGRAPH (G) BELOW.
(C)
PROMPTLY NOTIFY THE COLLATERAL AGENT OF THE ACQUISITION OF
AND GRANT AND CAUSE EACH OF THE SUBSIDIARY LOAN PARTIES TO GRANT TO THE
COLLATERAL AGENT SECURITY INTERESTS AND MORTGAGES IN SUCH REAL PROPERTY OF THE
COMPANY OR ANY SUCH SUBSIDIARY LOAN PARTIES AS ARE NOT COVERED BY THE ORIGINAL
MORTGAGES, TO THE EXTENT ACQUIRED AFTER THE CLOSING DATE AND HAVING A VALUE AT
THE TIME OF ACQUISITION IN EXCESS OF $5 MILLION PURSUANT TO DOCUMENTATION
SUBSTANTIALLY IN THE FORM OF THE MORTGAGES DELIVERED TO THE COLLATERAL AGENT ON
THE CLOSING DATE OR IN SUCH OTHER