MAY BE PERFECTED BY UNIFORM
COMMERCIAL CODE FILING;
(IV)
UNLESS OTHERWISE AGREED BY THE ADMINISTRATIVE AGENT IN ITS
REASONABLE DISCRETION, AN OPINION OF COUNSEL TO EACH PERSON EXECUTING A JOINDER
AGREEMENT PURSUANT TO THIS SECTION 6.14, DATED AS OF THE DATE OF DELIVERY OF
SUCH APPLICABLE LOAN DOCUMENT PROVIDED FOR IN THIS SECTION 6.14 AND ADDRESSED TO
THE ADMINISTRATIVE AGENT, IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO THE
ADMINISTRATIVE AGENT, EACH OF WHICH OPINIONS MAY BE IN FORM AND SUBSTANCE,
INCLUDING ASSUMPTIONS AND QUALIFICATIONS CONTAINED THEREIN, SUBSTANTIALLY
SIMILAR TO THOSE OPINIONS OF COUNSEL DELIVERED PURSUANT TO
SECTION 4.01(A) (WHICH SUCH OPINIONS SHALL EXPRESSLY PERMIT RELIANCE BY THE
SUCCESSORS AND ASSIGNS OF THE ADMINISTRATIVE AGENT AND EACH LENDER); AND
(V)
AS TO EACH PERSON EXECUTING A JOINDER AGREEMENT PURSUANT TO THIS
SECTION 6.14, CURRENT COPIES OF THE ORGANIZATION DOCUMENTS OF EACH SUCH PERSON,
RESOLUTIONS (OR DULY EFFECTED CONSENT ACTIONS) OF THE BOARD OF DIRECTORS,
PARTNERS, OR APPROPRIATE COMMITTEES THEREOF (AND, IF REQUIRED BY SUCH
ORGANIZATION DOCUMENTS OR APPLICABLE LAW, OF THE SHAREHOLDERS, MEMBERS OR
PARTNERS) OF SUCH PERSON AUTHORIZING THE ACTIONS AND THE EXECUTION AND DELIVERY
OF DOCUMENTS DESCRIBED IN THIS SECTION 6.14, ALL CERTIFIED BY THE APPLICABLE
GOVERNMENTAL AUTHORITY OR APPROPRIATE OFFICER AS THE ADMINISTRATIVE AGENT MAY
ELECT.
85
(B)
IF ANY ASSETS IN EXCESS OF $500,000 INDIVIDUALLY OR $1,000,000 IN THE
AGGREGATE (INCLUDING ANY REAL PROPERTY OR IMPROVEMENTS THERETO OR ANY INTEREST
THEREIN) ARE ACQUIRED BY THE BORROWER OR ANY SUBSIDIARY AFTER THE CLOSING DATE
(OTHER THAN ASSETS CONSTITUTING COLLATERAL UNDER THE SECURITY AGREEMENT OR
PLEDGE AGREEMENT THAT HAVE BECOME SUBJECT TO THE LIENS GRANTED UNDER SUCH
SECURITY INSTRUMENTS UPON ACQUISITION THEREOF), THE BORROWER WILL NOTIFY THE
ADMINISTRATIVE AGENT THEREOF, AND, IF REQUESTED BY THE ADMINISTRATIVE AGENT, THE
BORROWER WILL CAUSE SUCH ASSETS TO BE SUBJECTED TO A LIEN SECURING THE
OBLIGATIONS AND WILL TAKE, AND CAUSE ITS SUBSIDIARIES TO TAKE, SUCH ACTIONS AS
SHALL BE NECESSARY OR REASONABLY REQUESTED BY THE ADMINISTRATIVE AGENT TO GRANT
AND PERFECT SUCH LIENS, INCLUDING ACTIONS DESCRIBED IN PARAGRAPH (A) OF THIS
SECTION, ALL AT THE EXPENSE OF THE LOAN PARTIES.
(C)
AS SOON AS PRACTICABLE BUT IN ANY EVENT WITHIN TEN BUSINESS DAYS
AFTER SUCH EVENT, THE BORROWER WILL FURNISH TO THE ADMINISTRATIVE AGENT PROMPT
WRITTEN NOTICE OF ANY CASUALTY OR OTHER INSURED DAMAGE TO ANY MATERIAL PORTION
OF ANY COLLATERAL OR THE COMMENCEMENT OF ANY ACTION OR PROCEEDING FOR THE TAKING
OF ANY MATERIAL PORTION OF THE COLLATERAL OR ANY PART THEREOF OR INTEREST
THEREIN UNDER POWER OF EMINENT DOMAIN OR BY CONDEMNATION OR SIMILAR PROCEEDING,
AND WILL ENSURE THAT THE NET PROCEEDS OF ANY SUCH EVENT (WHETHER IN THE FORM OF
INSURANCE PROCEEDS, CONDEMNATION AWARDS OR OTHERWISE) ARE COLLECTED AND APPLIED
IN ACCORDANCE WITH THIS AGREEMENT THE APPLICABLE PROVISIONS OF THE SECURITY
INSTRUMENTS.
6.15.
DESIGNATION OF MATERIAL SUBSIDIARIES.
AS OF THE CLOSING DATE, THE
MATERIAL SUBSIDIARIES, AFTER GIVING EFFECT TO THE TRANSACTIONS, ARE LISTED ON
SCHEDULE 6.15.
IF, AT ANY TIME (INCLUDING ON A PRO FORMA BASIS AFTER THE