REQUIRE FROM TIME TO TIME IN ORDER TO (I) CARRY OUT MORE
EFFECTIVELY THE PURPOSES OF THE CREDIT DOCUMENTS, (II) TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, SUBJECT ANY CREDIT PARTY'S OR ANY CREDIT PARTY'S
SUBSIDIARIES' PROPERTIES, ASSETS, RIGHTS OR INTERESTS TO THE LIENS NOW OR
HEREAFTER INTENDED TO BE COVERED BY ANY
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OF THE COLLATERAL DOCUMENTS, (III) PERFECT AND MAINTAIN THE VALIDITY,
EFFECTIVENESS AND PRIORITY OF ANY OF THE COLLATERAL DOCUMENTS AND ANY OF THE
LIENS INTENDED TO BE CREATED THEREUNDER AND (IV) ASSURE, CONVEY, GRANT, ASSIGN,
TRANSFER, PRESERVE, PROTECT AND CONFIRM MORE EFFECTIVELY UNTO THE HOLDERS OF THE
OBLIGATIONS THE RIGHTS GRANTED TO THE HOLDERS OF THE OBLIGATIONS UNDER ANY
CREDIT DOCUMENT OR UNDER ANY OTHER INSTRUMENT EXECUTED IN CONNECTION WITH ANY
CREDIT DOCUMENT TO WHICH ANY CREDIT PARTY OR ANY CREDIT PARTY'S SUBSIDIARIES IS
OR IS TO BE A PARTY, AND CAUSE EACH OF THE BORROWER'S SUBSIDIARIES TO DO SO.
(B)
IN THE EVENT THE BORROWER OR ANY OTHER CREDIT PARTY ACQUIRES (I) A
FEE INTEREST IN ANY REAL PROPERTY AFTER THE CLOSING DATE (EXCLUDING EXCLUDED
PROPERTY) AND SUCH REAL PROPERTY (TOGETHER WITH ANY IMPROVEMENTS THEREON), WHEN
TAKEN TOGETHER WITH ALL CONTIGUOUS PARCELS OF REAL PROPERTY INTERESTS (OR OTHER
PARCELS OF REAL PROPERTY INTERESTS PROXIMATELY LOCATED AND USED IN CONNECTION
THEREWITH) THEN HELD BY ANY BORROWER OR ANY OTHER CREDIT PARTY, HAS A FAIR
MARKET VALUE OF AT LEAST $2.5 MILLION, THE BORROWER SHALL PROMPTLY (X) NOTIFY
THE ADMINISTRATIVE AGENT OF SUCH ACQUISITION AND (Y) DELIVER, OR CAUSE TO BE
DELIVERED, WITHIN SIXTY (60) DAYS (OR UP TO FIFTEEN (15) DAYS LATER IF THE
ADMINISTRATIVE AGENT, IN ITS SOLE DISCRETION, CONSENTS THERETO IN WRITING) TO
THE COLLATERAL AGENT A FULLY EXECUTED MORTGAGE (SUBJECT TO ALL PERMITTED LIENS)
OVER SUCH REAL PROPERTY IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT, TOGETHER WITH SUCH TITLE INSURANCE POLICIES, SURVEYS,
APPRAISALS (IF REQUIRED BY LAW), "LIFE-OF-LOAN" FEDERAL EMERGENCY MANAGEMENT
AGENCY STANDARD FLOOD HAZARD DETERMINATIONS (TOGETHER WITH NOTICES ABOUT SPECIAL
FLOOD HAZARD AREA STATUS AND FLOOD DISASTER ASSISTANCE DULY EXECUTED BY THE
BORROWER AND EACH LOAN PARTY RELATING THERETO), EVIDENCE OF INSURANCE
(INCLUDING, WITHOUT LIMITATION, FLOOD INSURANCE), LEGAL OPINIONS AND OTHER
DOCUMENTS AND CERTIFICATES, IN EACH CASE, IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT, AS SHALL BE REASONABLY REQUESTED BY
THE ADMINISTRATIVE AGENT.
(C)
NOTWITHSTANDING ANYTHING TO THE CONTRARY PROVIDED HEREIN OR IN ANY
CREDIT DOCUMENT, THE BORROWER AND THE SUBSIDIARIES SHALL NOT BE REQUIRED TO TAKE
ANY ACTION REQUIRED TO PERFECT OR MAINTAIN THE PERFECTION OF ANY OF THE LIENS OF
THE AGENTS OR LENDERS WITH RESPECT TO CASH, DEPOSIT ACCOUNTS OR SECURITIES
ACCOUNTS EXCEPT TO THE EXTENT SUCH PERFECTION IS ACHIEVED BY FILING OF FINANCING
STATEMENTS, ALTHOUGH CASH, DEPOSIT ACCOUNTS AND SECURITIES ACCOUNTS SHALL
NEVERTHELESS CONSTITUTE COLLATERAL.
7.16
Post-Closing Matters.
(A)
THE BORROWER SHALL, NO LATER THAN 3 BUSINESS DAYS AFTER THE
FUNDING DATE (OR SUCH LATER DATE AS THE ADMINISTRATIVE AGENT, IN ITS SOLE
DISCRETION, SHALL AGREE TO), PROVIDE TO THE