FREQUENTLY THAN TWICE IN ANY FISCAL YEAR (IN ADDITION TO, AT THE REQUEST OF THE
ADMINISTRATIVE AGENT, AN ANNUAL AUDIT WITH RESPECT TO THE DATA PROCESSING AND
OTHER SYSTEMS OF THE BORROWER AND ITS SUBSIDIARIES).
(G)
USE OF PROCEEDS.
USE THE PROCEEDS OF THE
ADVANCES SOLELY FOR THE PURPOSES, AND SUBJECT TO THE RESTRICTIONS, SET FORTH IN
SECTION 2.13.
(H)
[RESERVED].
(I)
ADDITIONAL DOMESTIC SUBSIDIARIES,
COLLATERAL.
IF (A) ANY LOAN PARTY SHALL FORM OR DIRECTLY ACQUIRE ALL OR
SUBSTANTIALLY ALL OF THE OUTSTANDING EQUITY INTERESTS OF A SUBSIDIARY THAT
CONSTITUTES A MATERIAL SUBSIDIARY (OTHER THAN ANY EXCLUDED SUBSIDIARY) AFTER THE
CLOSING DATE, (B) A PERSON (OTHER THAN AN EXCLUDED SUBSIDIARY) BECOMES A
MATERIAL SUBSIDIARY (OR A MATERIAL SUBSIDIARY CEASES TO BE AN EXCLUDED
SUBSIDIARY) AFTER THE CLOSING DATE, OR (C) ANY LOAN PARTY OR ANY SUBSIDIARY
(OTHER THAN ANY EXCLUDED SUBSIDIARY) SHALL ACQUIRE ANY PROPERTY OF A TYPE WHICH
CONSTITUTES COLLATERAL, WHICH IN THE JUDGMENT OF THE COLLATERAL AGENT, SHALL NOT
ALREADY BE SUBJECT TO A PERFECTED FIRST PRIORITY SECURITY INTEREST IN FAVOR OF
THE COLLATERAL AGENT FOR THE BENEFIT OF THE SECURED PARTIES, THEN IN EACH CASE
AT THE BORROWER'S EXPENSE (1) THE BORROWER WILL PROMPTLY NOTIFY THE
ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT THEREOF AND (2) WITHIN FIFTEEN
BUSINESS DAYS OF SUCH FORMATION, RE-CHARACTERIZATION OR ACQUISITION (OR SUCH
LONGER PERIOD AS THE ADMINISTRATIVE AGENT MAY AGREE IN ITS REASONABLE
DISCRETION), SUCH LOAN PARTY SHALL (X) CAUSE SUCH SUBSIDIARY TO BECOME A LOAN
PARTY HEREUNDER AND UNDER EACH APPLICABLE LOAN DOCUMENT (INCLUDING THE EXECUTION
AND DELIVERY BY SUCH SUBSIDIARY OF A GUARANTY SUPPLEMENT) AND (Y) TAKE SUCH
ACTIONS TO CREATE AND PERFECT LIENS ON SUCH LOAN PARTY'S AND SUBSIDIARY'S ASSETS
CONSTITUTING COLLATERAL TO SECURE THE SECURED OBLIGATIONS AS THE ADMINISTRATIVE
AGENT OR THE COLLATERAL AGENT SHALL REASONABLY REQUEST IN ACCORDANCE WITH AND
SUBJECT TO THE COLLATERAL DOCUMENTS; PROVIDED THAT, NO SUBSIDIARY WILL BE
REQUIRED TO BECOME OR REMAIN A GUARANTOR OR PROVIDE OR MAINTAIN A LIEN ON ANY OF
ITS ASSETS AS SECURITY FOR ANY OF THE OBLIGATIONS (1) IF, IN THE REASONABLE
DISCRETION OF THE ADMINISTRATIVE AGENT, THE COST OF PROVIDING A GUARANTEE
OBLIGATION HEREUNDER IS EXCESSIVE IN RELATION TO THE BENEFITS TO BE OBTAINED BY
THE LENDERS THEREFROM OR (2) TO THE EXTENT THAT DOING SO WOULD, WITH RESPECT TO
ANY CFC OR ANY ASSETS OF A CFC, RESULT IN ANY MATERIALLY ADVERSE TAX
CONSEQUENCES; AND PROVIDED FURTHER THAT, NO SUBSIDIARY SHALL BE EXCLUDED FROM
BEING A GUARANTOR TO THE EXTENT THAT SUCH SUBSIDIARY PROVIDES A GUARANTEE
OBLIGATION IN RESPECT OF ANY OF THE EXISTING NOTES, THE EXISTING BRIDGE LOANS,
THE EXISTING CREDIT FACILITIES OR ANY PERMITTED REFINANCING DEBT.
WITHOUT
LIMITATION OF THE FOREGOING, IF ANY LOAN PARTY OR ANY SUBSIDIARY SHALL ACQUIRE
ANY PROPERTY OF A TYPE WHICH CONSTITUTES REO PROPERTY, THEN IN EACH CASE AT THE
BORROWER'S EXPENSE THE BORROWER SHALL TAKE OR CAUSE ITS SUBSIDIARIES TO TAKE
SUCH ACTIONS TO CREATE AND PERFECT LIENS ON SUCH REO PROPERTY TO SECURE THE
SECURED OBLIGATIONS