LIMITATIONS SET FORTH IN THE SECURITY DOCUMENTS, IF ANY
ASSETS (INCLUDING ANY REAL ESTATE OR IMPROVEMENTS THERETO OR ANY INTEREST
THEREIN BUT EXCLUDING STOCK AND STOCK EQUIVALENTS OF ANY SUBSIDIARY) WITH A BOOK
VALUE OR FAIR MARKET VALUE IN EXCESS OF $10,000,000 ARE ACQUIRED BY THE BORROWER
OR ANY OTHER CREDIT PARTY AFTER THE CLOSING DATE (OTHER THAN ASSETS CONSTITUTING
COLLATERAL UNDER A SECURITY DOCUMENT THAT BECOME SUBJECT TO THE LIEN OF THE
APPLICABLE SECURITY DOCUMENT UPON ACQUISITION THEREOF) THAT ARE OF A NATURE
SECURED BY A SECURITY DOCUMENT, THE BORROWER WILL NOTIFY THE COLLATERAL AGENT,
AND, IF REQUESTED BY THE COLLATERAL AGENT, THE BORROWER WILL CAUSE SUCH ASSETS
TO BE SUBJECTED TO A LIEN SECURING THE APPLICABLE OBLIGATIONS AND WILL TAKE, AND
CAUSE THE OTHER APPLICABLE CREDIT PARTIES TO TAKE, SUCH ACTIONS AS SHALL BE
NECESSARY OR REASONABLY REQUESTED BY THE COLLATERAL AGENT, AS SOON AS
COMMERCIALLY REASONABLE BUT IN NO EVENT LATER THAN 90 DAYS, UNLESS EXTENDED BY
THE ADMINISTRATIVE AGENT IN ITS SOLE DISCRETION, TO GRANT AND PERFECT SUCH LIENS
CONSISTENT WITH THE APPLICABLE REQUIREMENTS OF THE SECURITY DOCUMENTS, INCLUDING
ACTIONS DESCRIBED IN CLAUSE (A) OF THIS SECTION 9.14.
(C)
ANY MORTGAGE DELIVERED TO THE COLLATERAL AGENT IN ACCORDANCE WITH
THE PRECEDING CLAUSE (B) SHALL, IF REQUESTED BY THE COLLATERAL AGENT, BE
ACCOMPANIED BY (X) A POLICY OR POLICIES (OR AN UNCONDITIONAL BINDING COMMITMENT
THEREFOR TO BE REPLACED BY A FINAL TITLE POLICY AS SOON AS REASONABLY
PRACTICABLE) OF TITLE INSURANCE ISSUED BY A NATIONALLY RECOGNIZED TITLE
INSURANCE COMPANY INSURING THE LIEN OF EACH MORTGAGE AS A VALID FIRST LIEN ON
THE MORTGAGED PROPERTY DESCRIBED THEREIN, FREE OF ANY OTHER LIENS EXCEPT AS
EXPRESSLY PERMITTED BY SECTION 10.2, TOGETHER WITH SUCH ENDORSEMENTS,
COINSURANCE AND REINSURANCE AS THE COLLATERAL AGENT MAY REASONABLY REQUEST, (Y)
SUCH EXISTING SURVEYS, EXISTING ABSTRACTS AND EXISTING APPRAISALS IN THE
POSSESSION OF BORROWER AND SUCH OTHER DOCUMENTS AS THE COLLATERAL AGENT MAY
REASONABLY REQUEST WITH RESPECT TO ANY SUCH MORTGAGED PROPERTY AND (Z) AN
OPINION OF LOCAL COUNSEL TO THE MORTGAGOR IN FORM AND SUBSTANCE REASONABLY
ACCEPTABLE TO THE COLLATERAL AGENT.
(D)
THE BORROWER AGREES THAT IT WILL, OR WILL CAUSE ITS RELEVANT
SUBSIDIARIES TO, COMPLETE EACH OF THE ACTIONS DESCRIBED ON SCHEDULE 9.14(D) AS
SOON AS COMMERCIALLY REASONABLE AND BY NO LATER THAN THE DATE SET FORTH IN
SCHEDULE 9.14(D) WITH RESPECT TO SUCH ACTION OR SUCH LATER DATE AS THE
ADMINISTRATIVE AGENT MAY REASONABLY AGREE.
SECTION 10.
NEGATIVE COVENANTS
The Borrower hereby covenants and agrees that on the Closing Date (immediately
after consummation of the Merger) and thereafter, until the Commitments, the
Swingline Commitment and each Letter of Credit have terminated and the Loans and
Unpaid Drawings, together with interest, Fees and all other Obligations incurred
hereunder (other than contingent indemnity obligations), are paid in full:
10.1.
LIMITATION ON INDEBTEDNESS. THE BORROWER WILL NOT, AND WILL NOT
PERMIT ANY OF THE RESTRICTED SUBSIDIARIES TO, CREATE, INCUR, ASSUME OR SUFFER TO
EXIST ANY INDEBTEDNESS, PROVIDED THAT THE BORROWER AND ANY RESTRICTED SUBSIDIARY
(OTHER