REQUEST, IN ORDER TO GRANT, PRESERVE, PROTECT AND PERFECT
THE VALIDITY AND PRIORITY OF THE SECURITY INTERESTS CREATED OR INTENDED TO BE
CREATED BY THE SECURITY AGREEMENT, THE PLEDGE AGREEMENT OR ANY MORTGAGE, ALL AT
THE EXPENSE OF HOLDINGS, THE BORROWER AND THE RESTRICTED SUBSIDIARIES.
(B)
IF ANY ASSETS (INCLUDING ANY REAL ESTATE OR
IMPROVEMENTS THERETO OR ANY INTEREST THEREIN) WITH A BOOK VALUE OR FAIR MARKET
VALUE IN EXCESS OF $1,000,000 ARE ACQUIRED BY THE BORROWER OR ANY OTHER CREDIT
PARTY AFTER THE CLOSING DATE (OTHER THAN ASSETS CONSTITUTING COLLATERAL UNDER
THE SECURITY AGREEMENT THAT BECOME SUBJECT TO THE LIEN OF THE SECURITY AGREEMENT
UPON ACQUISITION THEREOF) THAT ARE OF THE NATURE SECURED BY THE SECURITY
AGREEMENT OR ANY MORTGAGE, AS THE CASE MAY BE, THE BORROWER WILL NOTIFY THE
ADMINISTRATIVE AGENT AND THE LENDERS THEREOF, AND, IF REQUESTED BY THE
ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS, THE BORROWER WILL CAUSE SUCH
ASSETS TO BE SUBJECTED TO A LIEN SECURING THE OBLIGATIONS AND WILL TAKE, AND
CAUSE THE OTHER CREDIT PARTIES TO TAKE, SUCH ACTIONS AS SHALL BE NECESSARY OR
REASONABLY REQUESTED BY THE ADMINISTRATIVE AGENT TO GRANT AND PERFECT SUCH LIENS
CONSISTENT WITH THE APPLICABLE REQUIREMENTS OF THE SECURITY DOCUMENTS, INCLUDING
ACTIONS DESCRIBED IN PARAGRAPH (A) OF THIS SECTION, ALL AT THE EXPENSE OF THE
CREDIT PARTIES.
ANY MORTGAGE DELIVERED TO THE ADMINISTRATIVE AGENT IN
ACCORDANCE WITH THE PRECEDING SENTENCE SHALL BE ACCOMPANIED BY (X) A POLICY OR
POLICIES OF TITLE INSURANCE ISSUED BY A NATIONALLY RECOGNIZED TITLE INSURANCE
COMPANY INSURING THE LIEN OF EACH MORTGAGE AS A VALID FIRST LIEN ON THE
MORTGAGED PROPERTY DESCRIBED THEREIN, FREE OF ANY OTHER LIENS EXCEPT AS
EXPRESSLY PERMITTED BY SECTION 10.2, TOGETHER WITH SUCH ENDORSEMENTS,
COINSURANCE AND REINSURANCE AS THE ADMINISTRATIVE
66
AGENT MAY REASONABLY REQUEST AND (Y) AN OPINION OF LOCAL COUNSEL TO THE BORROWER
(OR IN THE EVENT A SUBSIDIARY OF THE BORROWER IS THE MORTGAGOR, TO SUCH
SUBSIDIARY) SUBSTANTIALLY IN THE FORM OF EXHIBIT G-2.
9.16.
Ratings.
Holdings and the Borrower shall use their
commercially reasonable efforts to provide that the Indebtedness under this
Agreement remains rated by each of S&P and Moody's at all times and to promptly
deliver to the Administrative Agent written notice of any change in the rating
thereof by S&P or Moody's.
9.17.
Post-Closing Matters.
Holdings and the Borrower
shall execute and deliver the documents and complete the tasks set forth on
Schedule 5.15, in each case within the time limits specified on such schedule.
SECTION 10.
Negative Covenants
Each of Holdings and the Borrower hereby covenants and agrees that on the
Closing Date and thereafter, until the Commitments, the Swingline Commitment and
each Letter of Credit have terminated and the Loans and Unpaid Drawings,
together with interest, Fees and all other Obligations incurred hereunder, are
paid in full:
10.1.
Limitation on Indebtedness.
(A)
The Borrower will
not, and will not permit any of the Restricted Subsidiaries to, create, incur,
assume or suffer to exist any Indebtedness, except:
(a)
Indebtedness arising