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
$3.0 MILLION IS ACQUIRED BY HOLDINGS (PRIOR TO A QUALIFIED IPO), THE BORROWERS
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) WILL (I) NOTIFY THE
COLLATERAL AGENT THEREOF, (II) IF SUCH ASSET IS COMPRISED OF REAL PROPERTY,
DELIVER TO COLLATERAL AGENT AN UPDATED SCHEDULE 1.01B REFLECTING THE ADDITION OF
SUCH ASSET, AND (III) CAUSE SUCH ASSET TO BE SUBJECTED TO A LIEN SECURING THE
OBLIGATIONS AND TAKE, AND CAUSE THE SUBSIDIARY LOAN PARTIES TO TAKE, SUCH
ACTIONS AS SHALL BE NECESSARY OR REASONABLY REQUESTED BY THE COLLATERAL AGENT TO
GRANT AND PERFECT SUCH LIENS, INCLUDING ACTIONS DESCRIBED IN
96
PARAGRAPH (A) OF THIS SECTION, ALL AT THE EXPENSE OF THE LOAN PARTIES, SUBJECT
TO PARAGRAPH (G) BELOW.
(C)
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 BORROWERS 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 $3.0 MILLION PURSUANT TO
DOCUMENTATION SUBSTANTIALLY IN THE FORM OF THE MORTGAGES DELIVERED TO THE
COLLATERAL AGENT ON THE CLOSING DATE OR IN SUCH OTHER FORM AS IS REASONABLY
SATISFACTORY TO THE COLLATERAL AGENT (EACH, AN "ADDITIONAL MORTGAGE") AND
CONSTITUTING VALID AND ENFORCEABLE LIENS SUBJECT TO NO OTHER LIENS EXCEPT
PERMITTED LIENS OR LIENS ARISING BY OPERATION OF LAW, AT THE TIME OF PERFECTION
THEREOF, RECORD OR FILE, AND CAUSE EACH SUCH SUBSIDIARY TO RECORD OR FILE, THE
ADDITIONAL MORTGAGE OR INSTRUMENTS RELATED THERETO IN SUCH MANNER AND IN SUCH
PLACES AS IS REQUIRED BY LAW TO ESTABLISH, PERFECT, PRESERVE AND PROTECT THE
LIENS IN FAVOR OF THE COLLATERAL AGENT REQUIRED TO BE GRANTED PURSUANT TO THE
ADDITIONAL MORTGAGES AND PAY, AND CAUSE EACH SUCH SUBSIDIARY TO PAY, IN FULL,
ALL TAXES, FEES AND OTHER CHARGES PAYABLE IN CONNECTION THEREWITH, IN EACH CASE
SUBJECT TO PARAGRAPH (G) BELOW.
UNLESS OTHERWISE WAIVED BY