BY WRITTEN NOTICE TO THE ADMINISTRATIVE AGENT, THE ADMINISTRATIVE
AGENT SHALL SO ADVISE HOLDINGS, AND HOLDINGS SHALL (I) PROMPTLY CAUSE SUCH
FOREIGN SUBSIDIARY AND, IF APPLICABLE, THE SUBSIDIARIES THEREOF, TO CREATE IN
FAVOR OF THE ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE LENDERS, AS SECURITY
FOR ALL OBLIGATIONS OF SUCH FOREIGN SUBSIDIARY UNDER THIS
85
AGREEMENT AND THE OTHER LOAN DOCUMENTS, A SECURITY INTEREST IN SUBSTANTIALLY ALL
OF THE PROPERTY OF SUCH FOREIGN SUBSIDIARY AND, IF APPLICABLE, SUBSIDIARIES
THEREOF, EXCEPT, IN EACH CASE, WITH RESPECT TO PROPERTY AS TO WHICH THE
ADMINISTRATIVE AGENT DETERMINES, IN ITS REASONABLE DISCRETION, THAT THE COST OR
DIFFICULTY OF OBTAINING A SECURITY INTEREST THEREIN WOULD BE DISPROPORTIONATE TO
THE VALUE OF SUCH SECURITY INTEREST, (II) CAUSE EACH SUBSIDIARY, IF ANY, OF SUCH
FOREIGN SUBSIDIARY TO PROVIDE GUARANTEES TO THE ADMINISTRATIVE AGENT IN RESPECT
OF THE OBLIGATIONS OF SUCH FOREIGN SUBSIDIARY UNDER THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS AND (III) PROVIDE TO THE ADMINISTRATIVE AGENT AND THE LENDERS
SUCH LEGAL OPINIONS WITH RESPECT TO SUCH SECURITY INTERESTS AND GUARANTEES AS
THE ADMINISTRATIVE AGENT SHALL REASONABLY REQUEST.
(F) NOTWITHSTANDING THE PROVISIONS OF THIS SECTION, NEITHER PARENT NOR HOLDINGS
SHALL BE REQUIRED TO CREATE, OR TO CAUSE THEIR RESPECTIVE SUBSIDIARIES TO
CREATE, A SECURITY INTEREST IN THE CAPITAL STOCK OF ANY SUBSIDIARY ACQUIRED
AFTER THE DATE HEREOF TO THE EXTENT THAT THE CREATION OF SUCH A SECURITY
INTEREST WOULD BE PROHIBITED BY A CONTRACTUAL OBLIGATION BINDING ON PARENT,
HOLDINGS OR THE SUBSIDIARY THAT IS THE OWNER OF SUCH CAPITAL STOCK; PROVIDED,
THAT SUCH CONTRACTUAL OBLIGATION EITHER (I) WAS NEGOTIATED IN GOOD FAITH IN AN
ARM'S LENGTH TRANSACTION WITH A PERSON THAT IS NOT AN AFFILIATE OF PARENT OR
HOLDINGS OR (II) EXISTED AT THE TIME SUCH SUBSIDIARY WAS ACQUIRED AND WAS NOT
ENTERED INTO IN ANTICIPATION OF SUCH ACQUISITION.
(G) IN THE EVENT THAT PARENT OWNS, DIRECTLY OR INDIRECTLY, 100% OF THE
PARTNERSHIP INTERESTS DESCRIBED IN THE PARTNERSHIP PARKS AGREEMENTS, PARENT
SHALL PROMPTLY (I) BECOME A PARTY TO THE GUARANTEE AND COLLATERAL AGREEMENT AS A
GUARANTOR AND GRANTOR THEREUNDER, (II) TAKE SUCH ACTIONS NECESSARY OR ADVISABLE
TO GRANT TO THE ADMINISTRATIVE AGENT FOR THE BENEFIT OF THE LENDERS A PERFECTED
FIRST PRIORITY SECURITY INTEREST (SUBJECT TO PERMITTED LIENS) IN THE COLLATERAL
OF PARENT DESCRIBED IN THE GUARANTEE AND COLLATERAL AGREEMENT INCLUDING, WITHOUT
LIMITATION, THE FILING OF UNIFORM COMMERCIAL CODE FINANCING STATEMENTS IN SUCH
JURISDICTIONS AS MAY BE REQUIRED BY THE GUARANTEE AND COLLATERAL AGREEMENT OR BY
LAW OR AS MAY BE REASONABLY REQUESTED BY THE ADMINISTRATIVE AGENT, AND (III) IF
REASONABLY REQUESTED BY THE ADMINISTRATIVE AGENT DELIVER TO THE ADMINISTRATIVE
AGENT LEGAL OPINIONS RELATING TO THE MATTERS DESCRIBED ABOVE, WHICH OPINIONS
SHALL BE IN FORM AND SUBSTANCE, AND FROM COUNSEL, REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT.
FOLLOWING SUCH EVENT, THE PROVISIONS OF THE FOREGOING
PARAGRAPHS (A), (B), (C) AND (D) SHALL APPLY TO THE PERSONAL PROPERTY, REAL
PROPERTY AND NEW SUBSIDIARIES OF THE PARENT MUTATIS MUTANDIS.
8.7.
Further Assurances.
From time to time execute
and deliver,