SUBSTANCE TO AGENT.
WITH RESPECT TO SUCH LOCATIONS OR WAREHOUSE SPACE LEASED,
OWNED OR WHERE COLLATERAL IS STORED OR LOCATED AS OF THE CLOSING DATE AND
THEREAFTER, IF AGENT HAS NOT RECEIVED A LANDLORD OR MORTGAGEE AGREEMENT OR
BAILEE LETTER AS OF THE CLOSING DATE (OR, IF LATER, AS OF THE DATE SUCH LOCATION
IS ACQUIRED, LEASED OR COLLATERAL STORED OR LOCATED), THE ELIGIBLE INVENTORY AT
THAT LOCATION SHALL, IN AGENT'S REASONABLE DISCRETION, BE SUBJECT TO SUCH
RESERVES AS MAY BE ESTABLISHED BY AGENT IN ITS REASONABLE CREDIT JUDGMENT.
EACH
CREDIT PARTY SHALL AND SHALL CAUSE ITS SUBSIDIARIES TO TIMELY AND FULLY PAY AND
PERFORM THEIR OBLIGATIONS UNDER ALL LEASES AND OTHER AGREEMENTS WITH RESPECT TO
EACH LEASED LOCATION OR PUBLIC WAREHOUSE WHERE ANY COLLATERAL IS OR MAY BE
LOCATED (OTHER THAN LOCATIONS (I) OUTSIDE THE U.S. OR (II) CONTAINING COLLATERAL
IN AN AGGREGATE AMOUNT NOT TO EXCEED $100,000 FOR EACH INDIVIDUAL LOCATION OR
FOR ALL SUCH LOCATIONS NOT TO EXCEED $250,000 IN THE AGGREGATE).
WITH RESPECT
TO COLLATERAL IN THE UNITED KINGDOM, GREAT BRITAIN AND NORTHERN IRELAND, THE
BORROWERS AND CREDIT PARTIES SHALL COMPLY WITH THE APPLICABLE PROVISIONS
CONTAINED IN THE UK COLLATERAL DOCUMENTS.
4.7.
FURTHER ASSURANCES.
(A)
EACH CREDIT PARTY SHALL, FROM TIME TO TIME, EXECUTE SUCH
GUARANTIES, FINANCING STATEMENTS, DOCUMENTS, SECURITY AGREEMENTS AND REPORTS AS
AGENT OR REQUISITE LENDERS AT ANY TIME MAY REASONABLY REQUEST TO EVIDENCE,
PERFECT OR OTHERWISE IMPLEMENT THE GUARANTIES AND SECURITY FOR REPAYMENT OF THE
OBLIGATIONS CONTEMPLATED BY THE LOAN DOCUMENTS.
NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED HEREIN OR ELSEWHERE IN THIS AGREEMENT, THE RECEIVABLES
SUBSIDIARY SHALL NOT BE REQUIRED TO BECOME A GUARANTOR, ALTHOUGH 100% OF THE
CAPITAL STOCK OF THE RECEIVABLES SUBSIDIARY SHALL BE PLEDGED PURSUANT TO THE
PLEDGE AGREEMENT.
(B)
IN THE EVENT ANY CREDIT PARTY ACQUIRES A FEE OWNERSHIP INTEREST IN
REAL PROPERTY AFTER THE CLOSING DATE, SUCH CREDIT PARTY SHALL DELIVER TO AGENT A
FULLY EXECUTED MORTGAGE OR DEED OF TRUST OVER SUCH REAL PROPERTY IN FORM AND
SUBSTANCE SATISFACTORY TO AGENT, TOGETHER WITH SUCH TITLE INSURANCE POLICIES,
SURVEYS, APPRAISALS, EVIDENCE OF INSURANCE, LEGAL OPINIONS, ENVIRONMENTAL
ASSESSMENTS AND OTHER DOCUMENTS AND CERTIFICATES AS SHALL BE REASONABLY REQUIRED
BY AGENT.
NOTWITHSTANDING THE FOREGOING, THIS SECTION 4.7(B) SHALL NOT APPLY
TO, AND HOLDINGS AND ITS SUBSIDIARIES SHALL NOT BE REQUIRED TO GRANT A MORTGAGE
IN, ANY REAL PROPERTY THE FAIR MARKET VALUE OF WHICH IS LESS THAN $1,000,000.
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(C)
AFTER THE DATE HEREOF, EACH CREDIT PARTY SHALL (I) CAUSE EACH
PERSON, UPON ITS BECOMING A SUBSIDIARY OF SUCH CREDIT PARTY (PROVIDED THAT THIS
SHALL NOT BE CONSTRUED TO CONSTITUTE CONSENT BY ANY OF THE LENDERS TO ANY
TRANSACTION NOT EXPRESSLY PERMITTED BY THE TERMS OF THIS AGREEMENT), PROMPTLY TO
GUARANTY THE OBLIGATIONS AND TO GRANT TO AGENT, FOR THE BENEFIT OF AGENT AND
LENDERS, A SECURITY INTEREST IN THE REAL, PERSONAL AND MIXED PROPERTY OF SUCH
SUBSIDIARY TO SECURE THE OBLIGATIONS AND (II) PLEDGE, OR CAUSE TO BE PLEDGED, TO
AGENT, FOR THE BENEFIT OF AGENT AND LENDERS,