SUCH REQUEST, TITLE REPORTS IN SCOPE, FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT AND, TO THE EXTENT AVAILABLE, SURVEYS
AND ENVIRONMENTAL ASSESSMENT REPORTS.
(B)
UPON THE ACQUISITION OF (X) ANY PERSONAL PROPERTY BY ANY LOAN
PARTY OR (Y) MATERIAL REAL PROPERTY BY ANY LOAN PARTY, IF SUCH PROPERTY SHALL
NOT ALREADY BE SUBJECT TO A PERFECTED LIEN IN FAVOR OF THE ADMINISTRATIVE AGENT
FOR THE BENEFIT OF THE SECURED PARTIES, THE RELEVANT BORROWER OR LOAN PARTY, AS
THE CASE MAY BE, SHALL GIVE NOTICE THEREOF TO THE ADMINISTRATIVE AGENT AND
SHALL, IF REQUESTED BY THE ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS, CAUSE
SUCH ASSETS TO BE SUBJECTED TO A LIEN SECURING SUCH LOAN PARTY'S OBLIGATIONS AND
WILL TAKE, OR CAUSE THE RELEVANT LOAN PARTY TO TAKE, SUCH ACTIONS AS SHALL BE
NECESSARY OR REASONABLY REQUESTED BY THE ADMINISTRATIVE AGENT TO GRANT AND
PERFECT OR RECORD SUCH LIEN, INCLUDING, AS THE CASE MAY BE, THE APPLICABLE
ACTIONS REFERRED TO IN SECTION 6.12(A) AND SECTION 6.14(B); PROVIDED THAT IF UHS
NOTIFIES THE ADMINISTRATIVE AGENT THAT IT INTENDS TO SELL SUCH MATERIAL REAL
PROPERTY WITHIN ONE YEAR OF THE TIME SUCH MORTGAGE WOULD OTHERWISE BE REQUIRED
TO BE EXECUTED AND DELIVERED, SUCH MATERIAL REAL PROPERTY SHALL NOT BE REQUIRED
TO BE MORTGAGED UNTIL SUCH PERIOD EXPIRES (UNLESS EXTENDED BY THE ADMINISTRATIVE
AGENT IN ITS DISCRETION).
(C)
EACH GUARANTOR HAS DULY EXECUTED AND DELIVERED (I) A SECURITY
AGREEMENT GRANTING A FIRST-PRIORITY PERFECTED SECURITY INTEREST (SUBJECT TO
LIENS PERMITTED UNDER SECTION 7.02) IN ITS ASSETS CONSTITUTING COLLATERAL
THEREUNDER TO SECURE ITS OBLIGATIONS UNDER THE GUARANTY, (II) A GUARANTY AND
(III) IF APPLICABLE, AN INTELLECTUAL PROPERTY SECURITY AGREEMENT TO SECURE ITS
OBLIGATIONS UNDER THE GUARANTY.
TO THE EXTENT REASONABLY REQUESTED BY THE
ADMINISTRATIVE AGENT, THE BORROWERS WILL CAUSE TO BE DELIVERED TO THE
ADMINISTRATIVE AGENT ONE OR MORE CUSTOMARY LEGAL OPINIONS IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT WITH RESPECT TO THE GRANTING
OF SUCH SECURITY INTERESTS AND THE MAKING OF SUCH GUARANTEES.
(D)
NOTWITHSTANDING THE FOREGOING, (X) THE ADMINISTRATIVE AGENT SHALL
NOT TAKE A SECURITY INTEREST IN OR REQUIRE ANY TITLE INSURANCE OR SIMILAR ITEMS
WITH RESPECT TO THOSE ASSETS AS TO WHICH THE ADMINISTRATIVE AGENT SHALL
DETERMINE, IN ITS REASONABLE DISCRETION, THAT THE COST OF OBTAINING SUCH LIEN
(INCLUDING ANY MORTGAGE, STAMP, INTANGIBLES OR OTHER TAX, TITLE INSURANCE OR
SIMILAR ITEMS) IS EXCESSIVE IN RELATION TO THE BENEFIT TO THE LENDERS OF THE
SECURITY AFFORDED THEREBY, (Y) LIENS REQUIRED TO BE GRANTED PURSUANT TO THIS
SECTION 6.12 SHALL BE SUBJECT TO EXCEPTIONS AND LIMITATIONS CONSISTENT WITH
THOSE SET FORTH IN THE COLLATERAL DOCUMENTS AS IN EFFECT ON THE AMENDMENT
CLOSING DATE (TO THE EXTENT APPROPRIATE IN THE APPLICABLE JURISDICTION) AND
(Z) THE SUBSIDIARY NAMED ON SCHEDULE 5.11 SHALL NOT BE REQUIRED TO COMPLY WITH
PARAGRAPHS (A) THROUGH (C) ABOVE UNLESS AND UNTIL IT ACQUIRES ANY MATERIAL
ASSETS.
SECTION 6.13.
Compliance with Environmental Laws.
Except, in each case, to the
extent that the failure to do so could not reasonably