(III) BORROWER
SHALL, UPON REQUEST FROM ADMINISTRATIVE AGENT, OBTAIN AND DELIVER TO
ADMINISTRATIVE AGENT AN OPINION FROM COUNSEL (WHICH COUNSEL MAY BE IN-HOUSE
COUNSEL FOR THE THIRD-PARTY COUNTERPARTY) FOR THE THIRD-PARTY COUNTERPARTY IN
FORM AND SUBSTANCE REASONABLY SATISFACTORY TO ADMINISTRATIVE AGENT AND UPON
WHICH ADMINISTRATIVE AGENT, THE LENDERS AND THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS MAY RELY, EXCEPT IF THE THIRD PARTY HEDGE AGREEMENT IS FOR AN INTEREST
RATE SWAP, IN WHICH CASE BORROWER SHALL USE ITS COMMERCIALLY REASONABLY EFFORTS
TO OBTAIN SUCH OPINION.
(7)
IF BORROWER FAILS FOR ANY REASON OR CAUSE WHATSOEVER TO SECURE
A HEDGE AGREEMENT AS AND WHEN REQUIRED TO DO SO HEREUNDER, SUCH FAILURE SHALL
CONSTITUTE AN EVENT OF DEFAULT AND ADMINISTRATIVE AGENT SHALL BE ENTITLED TO
EXERCISE ALL RIGHTS AND REMEDIES AVAILABLE TO IT UNDER THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS OR OTHERWISE, INCLUDING THE RIGHT (BUT NOT THE OBLIGATION)
OF ADMINISTRATIVE AGENT TO SECURE OR OTHERWISE ENTER INTO ONE OR MORE HEDGE
AGREEMENTS (BUT NOT FOR LONGER THAN A ONE-YEAR TERM AND NOT FOR A LIBO RATE CAP
LOWER THAN 4.25%) WITH ITSELF OR A LENDER FOR AND ON BEHALF OF BORROWER WITHOUT
SUCH ACTION CONSTITUTING A CURE OF SUCH EVENT OF DEFAULT AND WITHOUT WAIVING
ADMINISTRATIVE AGENT'S OR LENDERS' RIGHTS ARISING OUT OF OR IN CONNECTION WITH
SUCH EVENT OF DEFAULT.
IF ADMINISTRATIVE AGENT SHALL ENTER INTO A HEDGE
AGREEMENT WITH ITSELF OR A LENDER
IN ACCORDANCE WITH ITS RIGHT TO DO SO
PURSUANT TO THIS SUBSECTION (7), THEN BORROWER SHALL PAY ALL OF ADMINISTRATIVE
AGENT'S REASONABLE COSTS AND EXPENSES IN CONNECTION THEREWITH, INCLUDING ANY
FEES CHARGED BY THE APPLICABLE COUNTERPARTY AND REASONABLE ATTORNEYS' FEES AND
DISBURSEMENTS.
(8)
IF, AFTER THE OCCURRENCE OF AND DURING THE CONTINUANCE OF AN
EVENT OF DEFAULT, BORROWER (OR ITS AFFILIATE, WITH RESPECT TO AMOUNTS WHICH
WOULD BE DUE TO BORROWER HAD BORROWER ENTERED INTO SUCH HEDGE AGREEMENT) IS
ENTITLED TO RECEIVE A PAYMENT UNDER ANY HEDGE AGREEMENT UPON A TERMINATION
THEREOF, SUCH PAYMENT SHALL BE DELIVERED TO ADMINISTRATIVE AGENT AND APPLIED BY
ADMINISTRATIVE AGENT TO ANY AMOUNTS DUE TO ADMINISTRATIVE AGENT OR THE LENDERS
UNDER THE LOAN DOCUMENTS IN THE ORDER AND AMOUNTS PROVIDED FOR IN SECTION 11.4.
(9)
THE ECONOMIC AND OTHER BENEFITS OF EACH HEDGE AGREEMENT AND
ALL OF THE OTHER RIGHTS OF BORROWER (OR ITS AFFILIATE, WITH RESPECT TO AMOUNTS
WHICH WOULD BE DUE TO BORROWER HAD BORROWER ENTERED INTO SUCH HEDGE AGREEMENT)
THEREUNDER SHALL BE COLLATERALLY ASSIGNED TO ADMINISTRATIVE AGENT AS ADDITIONAL
SECURITY FOR THE LOANS, PURSUANT TO A HEDGE AGREEMENT PLEDGE TO BE EXECUTED AND
DELIVERED TO ADMINISTRATIVE AGENT SIMULTANEOUSLY WITH THE EXECUTION AND DELIVERY
OF SUCH HEDGE AGREEMENT.
EACH HEDGE AGREEMENT PLEDGE SHALL BE ACCOMPANIED BY
(I) UNIFORM COMMERCIAL CODE FINANCING STATEMENTS WITH RESPECT TO SUCH PLEDGE AND
(II) THE CONSENT AND AGREEMENT OF THE COUNTERPARTY THEREUNDER THAT IT WILL
CONTINUE TO PERFORM ITS OBLIGATIONS UNDER SUCH HEDGE AGREEMENT FOR THE BENEFIT
OF ADMINISTRATIVE AGENT AND THE
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LENDERS AFTER ENFORCEMENT OF AND/OR REALIZATION ON THE HEDGE AGREEMENT PLEDGE