ACTIONS NECESSARY OR ADVISABLE IN THE OPINION OF THE
ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT TO CAUSE THE LIEN CREATED BY THE
SECURITY AGREEMENT TO BE DULY PERFECTED TO THE EXTENT REQUIRED BY SUCH AGREEMENT
IN ACCORDANCE WITH ALL APPLICABLE REQUIREMENTS OF LAW,
67
INCLUDING, WITHOUT LIMITATION, THE FILING OF FINANCING STATEMENTS IN SUCH
JURISDICTIONS AS MAY BE REASONABLY REQUESTED BY THE ADMINISTRATIVE AGENT OR THE
COLLATERAL AGENT.
(C)
EACH LOAN PARTY WILL PROMPTLY GRANT TO THE
ADMINISTRATIVE AGENT, WITHIN 60 DAYS OF THE ACQUISITION THEREOF, A SECURITY
INTEREST IN AND MORTGAGE LIEN ON EACH OWNED OR LEASED REAL PROPERTY OF SUCH LOAN
PARTY AS IS ACQUIRED BY SUCH LOAN PARTY AFTER THE CLOSING DATE AND THAT,
TOGETHER WITH ANY IMPROVEMENTS THEREON, INDIVIDUALLY HAS A FAIR MARKET VALUE OF
AT LEAST $1.0 MILLION, AS ADDITIONAL SECURITY FOR THE OBLIGATIONS (UNLESS THE
SUBJECT PROPERTY IS ALREADY MORTGAGED TO A THIRD PARTY TO THE EXTENT PERMITTED
BY SECTION 6.02).
SUCH MORTGAGES SHALL BE GRANTED PURSUANT TO DOCUMENTATION
REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE ADMINISTRATIVE AGENT AND
THE COLLATERAL AGENT AND SHALL CONSTITUTE VALID AND ENFORCEABLE PERFECTED LIENS
SUBJECT ONLY TO PERMITTED LIENS.
THE MORTGAGES OR INSTRUMENTS RELATED THERETO
SHALL BE DULY RECORDED OR FILED IN SUCH MANNER AND IN SUCH PLACES AS ARE
REQUIRED BY LAW TO ESTABLISH, PERFECT, PRESERVE AND PROTECT THE LIENS IN FAVOR
OF THE ADMINISTRATIVE AGENT REQUIRED TO BE GRANTED PURSUANT TO THE MORTGAGES AND
ALL TAXES, FEES AND OTHER CHARGES PAYABLE IN CONNECTION THEREWITH SHALL BE PAID
IN FULL.
SUCH LOAN PARTY SHALL OTHERWISE TAKE SUCH ACTIONS AND EXECUTE AND/OR
DELIVER TO THE ADMINISTRATIVE AGENT SUCH DOCUMENTS AS THE ADMINISTRATIVE AGENT
OR THE COLLATERAL AGENT SHALL REQUIRE, TO CONFIRM THE VALIDITY, PERFECTION AND
PRIORITY OF THE LIEN OF ANY EXISTING MORTGAGE OR NEW MORTGAGE AGAINST SUCH
AFTER-ACQUIRED REAL PROPERTY (INCLUDING, WITHOUT LIMITATION, A TITLE POLICY, A
SURVEY AND LOCAL COUNSEL OPINION (IN FORM AND SUBSTANCE REASONABLY SATISFACTORY
TO THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT) IN RESPECT OF SUCH
MORTGAGE).
SECTION 5.12
SECURITY INTERESTS; FURTHER ASSURANCES.
PROMPTLY, UPON THE
REASONABLE REQUEST OF THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT OR ANY
LENDER, AT BORROWERS' EXPENSE, EXECUTE, ACKNOWLEDGE AND DELIVER, OR CAUSE THE
EXECUTION, ACKNOWLEDGMENT AND DELIVERY OF, AND THEREAFTER REGISTER, FILE OR
RECORD, OR CAUSE TO BE REGISTERED, FILED OR RECORDED, IN AN APPROPRIATE
GOVERNMENTAL OFFICE, ANY DOCUMENT OR INSTRUMENT SUPPLEMENTAL TO OR CONFIRMATORY
OF THE SECURITY DOCUMENTS OR OTHERWISE DEEMED BY THE ADMINISTRATIVE AGENT OR THE
COLLATERAL AGENT REASONABLY NECESSARY OR DESIRABLE FOR THE CONTINUED VALIDITY,
PERFECTION AND PRIORITY OF THE LIENS ON THE COLLATERAL COVERED THEREBY SUPERIOR
TO AND PRIOR TO THE RIGHTS OF ALL THIRD PERSONS OTHER THAN THE HOLDERS OF
PERMITTED LIENS AND SUBJECT TO NO OTHER LIENS EXCEPT AS PERMITTED BY THE
APPLICABLE SECURITY DOCUMENT, OR OBTAIN ANY CONSENTS, INCLUDING, WITHOUT
LIMITATION, LANDLORD OR SIMILAR LIEN WAIVERS AND CONSENTS, AS MAY BE NECESSARY
OR APPROPRIATE IN CONNECTION THEREWITH.
DELIVER OR CAUSE TO BE DELIVERED TO THE
ADMINISTRATIVE AGENT AND THE