OTHER CREDIT PARTY TO, EXECUTE ANY AND ALL FURTHER DOCUMENTS, FINANCING
STATEMENTS, AGREEMENTS AND INSTRUMENTS, AND TAKE ALL SUCH FURTHER ACTIONS
(INCLUDING THE FILING AND RECORDING OF FINANCING STATEMENTS, FIXTURE FILINGS,
MORTGAGES, DEEDS OF TRUST AND OTHER DOCUMENTS), WHICH MAY BE REQUIRED UNDER ANY
APPLICABLE LAW, OR WHICH THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT OR THE
REQUIRED LENDERS MAY REASONABLY REQUEST, IN ORDER TO GRANT, PRESERVE, PROTECT
AND PERFECT THE VALIDITY AND PRIORITY OF THE SECURITY INTERESTS CREATED OR
INTENDED TO BE CREATED BY THE SECURITY AGREEMENT, THE PLEDGE AGREEMENT OR ANY
MORTGAGE, ALL AT THE EXPENSE OF HOLDINGS AND ITS SUBSIDIARIES.
(B)
SUBJECT TO ANY APPLICABLE LIMITATIONS SET FORTH IN THE SECURITY
AGREEMENT OR ANY MORTGAGE, IF ANY ASSETS (INCLUDING ANY REAL ESTATE OR
IMPROVEMENTS THERETO OR ANY INTEREST THEREIN) WITH A BOOK VALUE OR FAIR MARKET
VALUE IN EXCESS OF $3,000,000 ARE ACQUIRED BY THE BORROWER OR ANY OTHER CREDIT
PARTY AFTER THE CLOSING DATE (OTHER THAN ASSETS CONSTITUTING COLLATERAL UNDER
THE SECURITY AGREEMENT THAT BECOME SUBJECT TO THE LIEN OF THE SECURITY AGREEMENT
UPON ACQUISITION THEREOF OR ASSETS SUBJECT TO A LIEN GRANTED PURSUANT TO
SECTION 10.2(C)) THAT ARE OF THE NATURE SECURED BY THE SECURITY AGREEMENT OR ANY
MORTGAGE, AS THE CASE MAY BE, THE BORROWER WILL NOTIFY THE ADMINISTRATIVE AGENT
(WHO SHALL THEREAFTER NOTIFY THE LENDERS) AND THE COLLATERAL AGENT THEREOF, AND,
IF REQUESTED BY THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT OR THE REQUIRED
LENDERS, THE BORROWER WILL CAUSE SUCH ASSETS TO BE SUBJECTED TO A LIEN SECURING
THE APPLICABLE OBLIGATIONS AND WILL TAKE, AND CAUSE THE OTHER CREDIT PARTIES TO
TAKE, SUCH ACTIONS AS SHALL BE NECESSARY OR REASONABLY REQUESTED BY THE
ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT TO GRANT AND PERFECT SUCH LIENS
CONSISTENT WITH THE APPLICABLE REQUIREMENTS OF THE SECURITY DOCUMENTS, INCLUDING
ACTIONS DESCRIBED IN PARAGRAPH (A) OF THIS SECTION, ALL AT THE EXPENSE OF THE
CREDIT PARTIES.
ANY MORTGAGE DELIVERED TO THE COLLATERAL AGENT IN ACCORDANCE
WITH THE PRECEDING SENTENCE SHALL BE ACCOMPANIED BY (X) A POLICY OR POLICIES OF
TITLE INSURANCE ISSUED BY A NATIONALLY RECOGNIZED TITLE INSURANCE COMPANY
INSURING THE
87
LIEN OF EACH MORTGAGE AS A VALID LIEN (WITH THE PRIORITY DESCRIBED THEREIN) ON
THE MORTGAGED PROPERTY DESCRIBED THEREIN, FREE OF ANY OTHER LIENS EXCEPT AS
EXPRESSLY PERMITTED BY SECTION 10.2, TOGETHER WITH SUCH ENDORSEMENTS AND
REINSURANCE AS THE ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT MAY REASONABLY
REQUEST AND (Y) AN OPINION OF LOCAL COUNSEL TO THE BORROWER (OR IN THE EVENT A
SUBSIDIARY OF THE BORROWER IS THE MORTGAGOR, TO SUCH SUBSIDIARY) SUBSTANTIALLY
IN THE FORM OF THE LOCAL COUNSEL OPINION DELIVERED ON THE CLOSING DATE PURSUANT
TO SECTION 6.3(C) OF THE 2005 CREDIT AGREEMENT.
9.15
Use of Proceeds The proceeds of the 2017 Term Loans shall be used
only to effect the Redemption, to pay any redemption premiums in connection
therewith, and to pay fees and expenses in connection therewith and herewith.
SECTION 10.
Negative Covenants
Each of Holdings and the Borrower hereby covenants and