THE
GUARANTIES AND SECURITY FOR REPAYMENT OF THE OBLIGATIONS CONTEMPLATED BY THE
LOAN DOCUMENTS.
(B)
IN THE EVENT HOLDINGS OR ANY OF THE DOMESTIC SUBSIDIARIES ACQUIRES A
FEE INTEREST IN REAL PROPERTY AFTER THE CLOSING DATE (OTHER THAN THE LACEY
PROPERTY), HOLDINGS OR BORROWER SHALL, OR SHALL CAUSE THE RESPECTIVE DOMESTIC
SUBSIDIARY TO, DELIVER TO AGENT A FULLY EXECUTED MORTGAGE OR DEED OF TRUST OVER
SUCH REAL PROPERTY IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO AGENT,
TOGETHER WITH SUCH TITLE INSURANCE POLICIES, SURVEYS, APPRAISALS, EVIDENCE OF
INSURANCE, LEGAL OPINIONS, ENVIRONMENTAL ASSESSMENTS AND OTHER DOCUMENTS AND
CERTIFICATES AS SHALL BE REASONABLY REQUIRED BY AGENT.
26
(C)
EACH OF HOLDINGS AND BORROWER SHALL (I) CAUSE EACH PERSON, UPON ITS
BECOMING A DOMESTIC SUBSIDIARY OF HOLDINGS OR BORROWER (PROVIDED THAT THIS SHALL
NOT BE CONSTRUED TO CONSTITUTE CONSENT BY ANY OF THE LENDERS TO ANY TRANSACTION
NOT EXPRESSLY PERMITTED BY THE TERMS OF THIS AGREEMENT), PROMPTLY TO GUARANTY
THE OBLIGATIONS AND TO GRANT TO AGENT, FOR THE BENEFIT OF AGENT AND LENDERS, A
SECURITY INTEREST IN THE REAL, PERSONAL AND MIXED PROPERTY OF SUCH PERSON TO
SECURE THE OBLIGATIONS AND (II) PLEDGE, OR CAUSE TO BE PLEDGED, TO AGENT, FOR
ITS BENEFIT AND THE BENEFIT OF LENDERS, ALL OF THE STOCK OF EACH DOMESTIC
SUBSIDIARY AND THE STOCK OF ANY FOREIGN SUBSIDIARY, TO SECURE THE OBLIGATIONS;
PROVIDED THAT THE PLEDGE OF STOCK OF ANY FOREIGN SUBSIDIARY OF BORROWER OR ANY
DOMESTIC SUBSIDIARY SHALL BE LIMITED TO SIXTY-FIVE PERCENT (65%) OF ALL CLASSES
OF VOTING STOCK OF SUCH SUBSIDIARY AND ONE HUNDRED PERCENT (100%) OF ALL OTHER
CLASSES OF STOCK IN THE CASE OF FIRST-TIER FOREIGN SUBSIDIARIES AND SHALL NOT BE
REQUIRED FOR OTHER FOREIGN SUBSIDIARIES; PROVIDED, FURTHER, THAT NO FOREIGN
SUBSIDIARY OF BORROWER SHALL BE REQUIRED TO PLEDGE ANY STOCK OR OTHER PROPERTY
PURSUANT TO THIS SECTION 2.7, AND; PROVIDED, EVEN FURTHER, THAT THE CERTIFICATES
REPRESENTING THE STOCK OF ANY FOREIGN SUBSIDIARY THAT IS NOT A CREDIT PARTY
SHALL NOT BE REQUIRED TO BE DELIVERED TO AGENT UNLESS AN EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING.
THE DOCUMENTATION FOR SUCH GUARANTY, SECURITY AND
PLEDGE SHALL BE SUBSTANTIALLY SIMILAR TO THE LOAN DOCUMENTS EXECUTED
CONCURRENTLY HEREWITH WITH SUCH MODIFICATIONS AS ARE REASONABLY REQUESTED BY
AGENT.
2.8.
Ratings.
Borrower shall at all times maintain a corporate credit
rating from S&P and a corporate family rating from Moody's.
SECTION 3.
NEGATIVE COVENANTS
Each of Holdings and Borrower jointly and severally agrees that from and after
the date hereof and until the Termination Date:
3.1.
Indebtedness.
Holdings and Borrower shall not and shall not cause
or permit Borrower's Subsidiaries directly or indirectly to create, incur,
assume, or otherwise become or remain directly or indirectly liable with respect
to any Indebtedness except:
(A)
THE OBLIGATIONS;
(B)
(I) INTERCOMPANY INDEBTEDNESS ARISING FROM LOANS MADE BY BORROWER TO
ANY DOMESTIC SUBSIDIARY THAT IS A GUARANTOR OR MADE BY ANY DOMESTIC SUBSIDIARY
TO BORROWER OR ANY OTHER DOMESTIC SUBSIDIARY THAT IS A GUARANTOR AND
(II) INTERCOMPANY INDEBTEDNESS ARISING FROM