A
MANNER REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT;
(II)
FULLY PAID AMERICAN LAND TITLE ASSOCIATION LENDER'S EXTENDED COVERAGE
TITLE INSURANCE POLICIES OR THE EQUIVALENT OR OTHER FORM AVAILABLE IN EACH
APPLICABLE JURISDICTION (THE "MORTGAGE POLICIES") IN FORM AND SUBSTANCE, WITH
ENDORSEMENTS AND IN AMOUNT, REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT
(NOT TO EXCEED THE VALUE OF THE REAL PROPERTIES COVERED THEREBY), ISSUED,
COINSURED AND REINSURED BY TITLE INSURERS REASONABLY ACCEPTABLE TO THE
ADMINISTRATIVE AGENT, INSURING THE MORTGAGES TO BE VALID SUBSISTING LIENS ON THE
PROPERTY DESCRIBED THEREIN, FREE AND CLEAR OF ALL DEFECTS AND ENCUMBRANCES
EXCEPT FOR MINOR DEFECTS IN TITLE THAT DO NOT MATERIALLY INTERFERE WITH THE LOAN
PARTY'S ABILITY TO CONDUCT BUSINESS AND SUBJECT TO LIENS PERMITTED BY
SECTION 7.01, AND PROVIDING FOR SUCH OTHER AFFIRMATIVE INSURANCE (INCLUDING
ENDORSEMENTS FOR FUTURE ADVANCES UNDER THE LOAN DOCUMENTS) AND SUCH COINSURANCE
AND DIRECT ACCESS REINSURANCE AS THE ADMINISTRATIVE AGENT MAY REASONABLY
REQUEST;
(III)
OPINIONS OF LOCAL COUNSEL FOR THE LOAN PARTIES IN STATES IN WHICH THE
REAL PROPERTIES ARE LOCATED, WITH RESPECT TO THE ENFORCEABILITY AND PERFECTION
OF ANY SUCH MORTGAGE AND ANY RELATED FIXTURE FILINGS IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT; AND
(IV)
SUCH OTHER EVIDENCE THAT ALL OTHER ACTIONS THAT THE ADMINISTRATIVE AGENT
MAY REASONABLY DEEM NECESSARY OR DESIRABLE IN ORDER TO CREATE VALID AND
SUBSISTING LIENS ON THE PROPERTY DESCRIBED IN EACH SUCH MORTGAGE HAS BEEN TAKEN.
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SECTION 6.13.
Use of Proceeds.
Apply the proceeds of the Term Loans, Revolving
Credit Loans and Swing Line Loans and the Letters of Credit solely to the uses
described in the fourth paragraph of the preliminary statements to this
Agreement and in the last sentence of Section 2.05(b)(iii).
SECTION 6.14.
Interest Rate Protection.
Within 180 days after the Closing Date
(or such longer period as may be reasonably acceptable to the Administrative
Agent), enter into, and thereafter maintain, Swap Contracts to the extent
necessary to provide that at least 50% of the aggregate principal amount of the
Funded Debt of the Company and the Restricted Subsidiaries is subject to either
a fixed interest rate or interest rate protection for a minimum of three years,
which Swap Contracts shall have terms and conditions reasonably satisfactory to
the Administrative Agent.
SECTION 6.15.
Designation of Subsidiaries.
The board of directors of Holdings
may at any time designate any Restricted Subsidiary as an Unrestricted
Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided
that (i) immediately before and after such designation, no Default shall have
occurred and be continuing, (ii) immediately after giving effect to such
designation, the Company and the Restricted Subsidiaries shall be in compliance,
on a Pro Forma Basis, with the covenants set forth in Section 7.10 (and, as a
condition precedent to the effectiveness of any such designation, the Company
shall deliver to the Administrative Agent a certificate setting forth in
reasonable detail the calculations demonstrating such compliance), (iii) no
Subsidiary may be designated as an Unrestricted Subsidiary if it is a
"Restricted