IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE COLLATERAL DOCUMENTS, SUBJECT IN
ANY CASE TO LIENS PERMITTED BY SECTION 6.15 HEREOF.
WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, THE BORROWER WILL (I) CAUSE THE APPLICABLE PLEDGE
PERCENTAGE OF THE ISSUED AND OUTSTANDING EQUITY INTERESTS OF EACH PLEDGE
SUBSIDIARY DIRECTLY OWNED BY THE BORROWER OR ANY OTHER CREDIT PARTY TO BE
SUBJECT AT ALL TIMES TO A FIRST PRIORITY, PERFECTED LIEN IN FAVOR OF THE
ADMINISTRATIVE AGENT TO SECURE THE SECURED OBLIGATIONS IN ACCORDANCE WITH THE
TERMS AND CONDITIONS OF THE COLLATERAL DOCUMENTS OR SUCH OTHER SECURITY
DOCUMENTS AS THE ADMINISTRATIVE AGENT SHALL REASONABLY REQUEST AND (II) WILL,
AND WILL CAUSE EACH GUARANTOR TO, DELIVER MORTGAGES, MORTGAGE INSTRUMENTS AND
DEPOSIT ACCOUNT CONTROL AGREEMENTS OR BLOCKED ACCOUNT AGREEMENTS WITH RESPECT TO
THE MORTGAGED PROPERTIES, AND DEPOSIT ACCOUNTS MAINTAINED, BY THE BORROWER OR
SUCH GUARANTOR TO THE EXTENT, AND WITHIN SUCH TIME PERIOD AS IS, REASONABLY
REQUIRED BY THE ADMINISTRATIVE AGENT.
NOTWITHSTANDING THE FOREGOING, (1) NO
PLEDGE AGREEMENT IN RESPECT OF THE EQUITY INTERESTS OF A FOREIGN SUBSIDIARY
SHALL BE REQUIRED HEREUNDER TO THE EXTENT SUCH PLEDGE THEREUNDER IS PROHIBITED
BY APPLICABLE LAW OR ITS COUNSEL REASONABLY DETERMINES THAT SUCH PLEDGE WOULD
NOT PROVIDE MATERIAL CREDIT SUPPORT FOR THE BENEFIT OF THE HOLDERS OF SECURED
OBLIGATIONS PURSUANT TO LEGALLY VALID, BINDING AND ENFORCEABLE PLEDGE AGREEMENTS
AND (2) NO AMENDMENTS OR SUPPLEMENTS TO SUCH MORTGAGES, MORTGAGE INSTRUMENTS,
CONTROL AGREEMENTS, BLOCKED
61
ACCOUNT AGREEMENTS AND PLEDGE AGREEMENTS ARE REQUIRED TO BE DELIVERED HEREUNDER
UNTIL MARCH 31, 2010 OR SUCH LATER DATE AS THE ADMINISTRATIVE AGENT MAY AGREE IN
THE EXERCISE OF ITS REASONABLE DISCRETION AFTER CONSULTATION WITH THE LENDERS
(IT BEING UNDERSTOOD AND AGREED THAT THE FAILURE TO DELIVER SUCH AMENDMENTS AND
SUPPLEMENTS BY MARCH 31, 2010 OR SUCH LATER DATE SHALL CONSTITUTE A DEFAULT
UNDER SECTION 7.3) WITH RESPECT TO (A) THE MORTGAGED PROPERTIES ON THE CLOSING
DATE IN THE CASE OF SUCH AMENDMENTS AND SUPPLEMENTS AND (B) THE PLEDGE OF THE
EQUITY INTERESTS IN EACH FOREIGN SUBSIDIARY IN THE CASE OF SUCH PLEDGE
AGREEMENTS; PROVIDED THAT THE BORROWER HEREBY AGREES TO USE ITS BEST EFFORTS TO
CAUSE THE DELIVERY OF SUCH AMENDMENTS, SUPPLEMENTS AND PLEDGE AGREEMENTS AS SOON
AS PRACTICABLE AFTER THE CLOSING DATE.
6.28.
SALE AND LEASEBACK TRANSACTIONS.
THE BORROWER SHALL NOT, NOR
SHALL IT PERMIT ANY SUBSIDIARY TO, ENTER INTO ANY SALE AND LEASEBACK
TRANSACTION, OTHER THAN (A) SALE AND LEASEBACK TRANSACTIONS IN RESPECT OF WHICH
THE NET CASH PROCEEDS RECEIVED IN CONNECTION THEREWITH DOES NOT EXCEED
$5,000,000 IN THE AGGREGATE DURING ANY FISCAL YEAR OF THE BORROWER, DETERMINED
ON A CONSOLIDATED BASIS FOR THE BORROWER AND ITS SUBSIDIARIES AND (B) THE
CONTEMPLATED SALE AND LEASEBACK TRANSACTIONS DESCRIBED IN SCHEDULE 6.28.
6.29.
MODIFICATIONS TO THE MANAGEMENT AGREEMENT.
THE BORROWER SHALL NOT,
AND SHALL NOT PERMIT ANY SUBSIDIARY TO, MAKE ANY AMENDMENTS OR MODIFICATIONS TO
THE MANAGEMENT AGREEMENT WITHOUT THE CONSENT OF THE ADMINISTRATIVE AGENT.
6.30.
INSURANCE AND CONDEMNATION PROCEEDS.
THE BORROWER DIRECTS (AND, IF
APPLICABLE, SHALL CAUSE ITS SUBSIDIARIES