TO THE LIEN CREATED BY THE APPLICABLE COLLATERAL DOCUMENT UPON
ACQUISITION THEREOF),
91
SUCH LOAN PARTY WILL NOTIFY THE ADMINISTRATIVE AGENT AND THE LENDERS THEREOF,
AND, IF REQUESTED BY THE ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS AND TO THE
EXTENT PERMITTED BY APPLICABLE LAW, SUCH LOAN PARTY WILL CAUSE SUCH ASSETS TO BE
SUBJECTED TO A LIEN SECURING THE SECURED OBLIGATIONS (IN THE CASE OF ASSETS OF
HOLDINGS, THE PARENT BORROWER OR ANY DOMESTIC SUBSIDIARY LOAN PARTY) OR THE
CANADIAN SECURED OBLIGATIONS (IN THE CASE OF ASSETS OF THE CANADIAN SUBSIDIARY
BORROWER OR ANY FOREIGN SUBSIDIARY LOAN PARTY) AND WILL TAKE SUCH ACTIONS AS
SHALL BE NECESSARY OR REASONABLY REQUESTED BY THE ADMINISTRATIVE AGENT TO GRANT
AND PERFECT SUCH LIENS (SUBJECT TO ANY EXCEPTIONS SET FORTH IN THE COLLATERAL
DOCUMENTS), INCLUDING ACTIONS DESCRIBED IN PARAGRAPH (D) OF THIS SECTION 5.11,
ALL AT THE EXPENSE OF THE LOAN PARTIES.
(F)
NOTWITHSTANDING THE FOREGOING, THE ADMINISTRATIVE AGENT SHALL NOT TAKE A
SECURITY INTEREST IN THOSE ASSETS AS TO WHICH THE ADMINISTRATIVE AGENT SHALL
DETERMINE, IN ITS REASONABLE DISCRETION, THAT THE COST OF OBTAINING SUCH
SECURITY INTEREST (INCLUDING ANY MORTGAGE, STAMP, INTANGIBLES OR OTHER TAX) ARE
EXCESSIVE IN RELATION TO THE BENEFIT TO THE LENDERS OF THE SECURITY AFFORDED
THEREBY.
SECTION 5.12.
PURCHASE PRICE ADJUSTMENT.
PROMPTLY UPON THE RECEIPT OF PURCHASE
PRICE ADJUSTMENT PROCEEDS, IF ANY, EACH BORROWER SHALL MAKE A PREPAYMENT
PURSUANT TO SECTION 2.11(A) IN AN AMOUNT EQUAL TO 75% OF THE PURCHASE PRICE
ADJUSTMENT PROCEEDS SO RECEIVED BY SUCH BORROWER (SUCH AMOUNT, THE "PREPAYMENT
AMOUNT") OR SUCH LESSER AMOUNT AS MAY BE NECESSARY TO PREPAY IN FULL ALL
OUTSTANDING BORROWINGS AND AMOUNTS OWED IN RESPECT OF OUTSTANDING B/AS, AS THE
CASE MAY BE, IN WHICH CASE THE BORROWERS SHALL BE PERMITTED TO USE THE REMAINING
PORTION OF THE PREPAYMENT AMOUNT FOR GENERAL CORPORATE PURPOSES, INCLUDING ANY
PERMITTED ACQUISITIONS.
THE REMAINING 25% OF PURCHASE PRICE ADJUSTMENT
PROCEEDS, IF ANY, MAY BE USED BY THE BORROWERS IN ACCORDANCE WITH
SECTION 6.08(A)(X).
SECTION 5.13.
POST-CLOSING OBLIGATIONS.
IN THE EVENT THAT THE PROPERTY SUBJECT
TO AN EXCLUDED MORTGAGE HAS NOT BEEN SOLD IN ACCORDANCE WITH SECTION 6.05
(INCLUDING IN CONNECTION WITH A SALE AND LEASEBACK TRANSACTION PERMITTED BY
SECTION 6.06) PRIOR TO THE DATE THAT IS 90 DAYS AFTER THE RESTATEMENT EFFECTIVE
DATE (OR SUCH LONGER PERIOD AS THE ADMINISTRATIVE AGENT, IN ITS REASONABLE
DISCRETION, MAY AGREE AFTER REQUEST BY THE PARENT BORROWER), HOLDINGS AND THE
PARENT BORROWER SHALL, AND SHALL CAUSE EACH SUBSIDIARY TO, PROMPTLY SATISFY THE
CONDITIONS SET FORTH IN SECTION 4.01(I) WITH RESPECT TO SUCH EXCLUDED MORTGAGE.
ARTICLE VI
Negative Covenants
Until the Commitments have expired or been terminated and the principal of and
interest on each Loan, amounts owing in respect of B/As and all fees, expenses
and other amounts payable under any Loan Document have been paid in full (other
than Unliquidated Obligations) and all Letters of Credit have expired or
terminated (or shall have been cash collateralized or supported by a letter of
credit, in each case