BY THE ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT.
(D)
WITH RESPECT TO ANY EQUITY INTERESTS IN ANY
FOREIGN SUBSIDIARY THAT ARE ACQUIRED AFTER THE CLOSING DATE BY ANY LOAN PARTY
(INCLUDING AS A RESULT OF FORMATION OF A NEW FOREIGN SUBSIDIARY), ON OR PRIOR TO
THE LATER TO OCCUR OF (I) 30 DAYS FOLLOWING THE DATE OF SUCH ACQUISITION AND
(II) THE EARLIER OF THE DATE OF THE REQUIRED DELIVERY OF THE PRICING CERTIFICATE
FOLLOWING THE DATE OF SUCH ACQUISITION AND THE DATE WHICH IS 45 DAYS AFTER THE
END OF THE MOST RECENTLY ENDED FISCAL QUARTER (OR SUCH LONGER PERIOD AS TO WHICH
THE ADMINISTRATIVE AGENT MAY CONSENT), (X) EXECUTE AND DELIVER TO THE
ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT SUCH AMENDMENTS TO THE GUARANTEE
AND COLLATERAL AGREEMENT AS THE ADMINISTRATIVE AGENT REASONABLY DEEMS NECESSARY
IN ORDER TO GRANT TO THE COLLATERAL AGENT, FOR THE BENEFIT OF THE RELEVANT
SECURED PARTIES, A PERFECTED FIRST PRIORITY SECURITY INTEREST (SUBJECT ONLY TO
PERMITTED LIENS, TO THE EXTENT ANY SUCH PERMITTED LIENS WOULD HAVE PRIORITY OVER
THE LIENS IN FAVOR OF THE ADMINISTRATIVE AGENT PURSUANT TO ANY APPLICABLE LAW)
IN THE EQUITY INTERESTS IN SUCH FOREIGN SUBSIDIARY THAT ARE OWNED BY THE LOAN
PARTIES TO THE EXTENT THE SAME CONSTITUTES COLLATERAL UNDER THE TERMS OF THE
GUARANTEE AND COLLATERAL AGREEMENT (PROVIDED THAT (A) ONLY FIRST-TIER FOREIGN
SUBSIDIARIES OWNED DIRECTLY BY SUCH LOAN PARTY SHALL BE PLEDGED BY SUCH LOAN
PARTY, AND (B) ONLY 65% OF SUCH EQUITY INTERESTS SHALL SECURE THE OBLIGATIONS)
AND (Y) TO THE EXTENT PERMITTED BY APPLICABLE LAW, DELIVER TO THE COLLATERAL
AGENT ANY CERTIFICATES REPRESENTING ANY SUCH EQUITY INTERESTS THAT CONSTITUTE
CERTIFICATED SECURITIES, TOGETHER WITH UNDATED STOCK POWERS, IN BLANK, EXECUTED
AND DELIVERED BY A DULY AUTHORIZED OFFICER OF THE PLEDGOR, AS THE CASE MAY BE,
AND TAKE SUCH OTHER ACTION AS MAY BE REASONABLY REQUESTED BY THE ADMINISTRATIVE
AGENT OR THE COLLATERAL AGENT TO PERFECT THE SECURITY INTEREST OF THE COLLATERAL
AGENT THEREON (BUT SUBJECT TO THE LIMITATIONS SET FORTH IN THE SECURITY
DOCUMENTS).
104
(E)
IF, AT ANY TIME AND FROM TIME TO TIME AFTER
THE CLOSING DATE, ANY WHOLLY-OWNED DOMESTIC SUBSIDIARY THAT IS NOT A DISREGARDED
ENTITY FOR U.S. FEDERAL INCOME TAX PURPOSES OWNED BY A NON-DISREGARDED NON-U.S.
ENTITY CEASES TO CONSTITUTE AN IMMATERIAL SUBSIDIARY IN ACCORDANCE WITH THE
DEFINITION OF "IMMATERIAL SUBSIDIARY", THEN THE BORROWER SHALL CAUSE SUCH
SUBSIDIARY TO BECOME AN ADDITIONAL LOAN PARTY AND TAKE ALL THE ACTIONS
CONTEMPLATED BY SECTION 5.09(C) AS IF SUCH SUBSIDIARY WERE A NEWLY-FORMED
WHOLLY-OWNED DOMESTIC SUBSIDIARY OF THE BORROWER.
(F)
WITH RESPECT TO ANY FEE INTEREST IN ANY
REAL PROPERTY LOCATED IN THE UNITED STATES WITH A BOOK VALUE IN EXCESS OF
$7,500,000 (AS REASONABLY ESTIMATED BY THE BORROWER) ACQUIRED AFTER THE CLOSING
DATE BY ANY LOAN PARTY, WITHIN 90 DAYS FOLLOWING THE DATE OF SUCH ACQUISITION
(OR SUCH LONGER PERIOD AS TO WHICH THE ADMINISTRATIVE AGENT MAY CONSENT (SUCH
CONSENT NOT TO BE UNREASONABLY WITHHELD OR DELAYED)) (I) EXECUTE AND DELIVER
MORTGAGES IN FAVOR