ON THE LAST SUNDAY OF
EACH SEPTEMBER.
SECTION 5.14
CONSUMMATION OF MERGER.
THE COMPANY SHALL USE COMMERCIALLY
REASONABLE EFFORTS TO CONSUMMATE THE MERGER WITHIN 90 DAYS FOLLOWING THE
EFFECTIVE DATE.
SECTION 5.15
MAINTENANCE OF RATINGS.
THE COMPANY SHALL USE COMMERCIALLY
REASONABLE EFFORTS TO MAINTAIN CORPORATE FAMILY (OR EQUIVALENT) RATINGS FROM
EACH OF MOODY'S AND S&P.
SECTION 5.16
COVENANT TO GUARANTEE OBLIGATIONS AND GIVE SECURITY.I.
EXCEPT IN CONNECTION WITH THE DISCLOSED DIVESTITURES LISTED IN PART A OF
SCHEDULE 1.1(A), THE LOAN PARTIES WILL UPON (X) THE REQUEST OF THE AGENT,
(Y) THE FORMATION OR ACQUISITION OF ANY NEW DIRECT OR INDIRECT SUBSIDIARIES BY
ANY LOAN PARTY OR (Z) THE ACQUISITION OF ANY MATERIAL PROPERTY BY ANY LOAN
PARTY, IN EACH CASE AT THE LOAN PARTIES' EXPENSE:
(A)
GRANT TO THE COLLATERAL AGENT, FOR THE RATABLE BENEFIT OF THE
LENDERS AND THE LENDERS UNDER THE TERM LOAN FACILITY, AND UPON THE TERMS AND
CONDITIONS SET FORTH IN THE SECURITY AGREEMENT A, A SECURITY INTEREST IN, EACH
LOAN PARTY'S RIGHT, TITLE AND INTEREST IN AND TO THE COLLATERAL PURSUANT TO THE
TERMS OF THE SECURITY AGREEMENT A.
(B)
WITHIN 15 DAYS AFTER SUCH REQUEST, FORMATION OR ACQUISITION,
(I) CAUSE EACH SUCH SUBSIDIARY TO DULY EXECUTE AND DELIVER TO THE AGENT SUCH
GUARANTIES OR GUARANTY SUPPLEMENTS SO AS TO CAUSE EACH SUCH SUBSIDIARY TO
GUARANTEE ALL GUARANTEED OBLIGATIONS, AS DEFINED IN THE GUARANTIES, (II) DULY
EXECUTE AND DELIVER, AND CAUSE EACH SUCH SUBSIDIARY AND EACH DIRECT AND INDIRECT
PARENT OF SUCH SUBSIDIARY (IF IT HAS NOT ALREADY DONE SO) TO DULY EXECUTE AND
DELIVER, TO THE COLLATERAL AGENT, PLEDGES, ASSIGNMENTS, SECURITY AGREEMENT
SUPPLEMENTS AND OTHER SECURITY AGREEMENTS, COVERING THE COLLATERAL AND AS
SPECIFIED BY AND IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE AGENT,
SECURING PAYMENT OF ALL THE OBLIGATIONS OF THE APPLICABLE LOAN PARTY OR SUCH
SUBSIDIARY, AS THE CASE MAY BE, UNDER THE LOAN DOCUMENTS AND THE TERM LOAN
FACILITY AND CONSTITUTING LIENS ON ALL COLLATERAL, OR (III) TAKE WHATEVER
ACTION, INCLUDING TO FILE UNIFORM COMMERCIAL CODE FINANCING STATEMENTS, AS MAY
BE NECESSARY OR ADVISABLE IN THE OPINION OF THE AGENT, TO VEST IN THE COLLATERAL
AGENT (OR ITS DESIGNEE), VALID AND SUBSISTING LIENS IN THE COLLATERAL AS
PROVIDED IN THIS SECTION 5.16(B).
(C)
WITHIN 60 DAYS AFTER SUCH REQUEST, FORMATION OR ACQUISITION,
DELIVER TO THE AGENT, UPON THE REQUEST OF THE AGENT IN ITS SOLE DISCRETION, A
SIGNED COPY OF A FAVORABLE OPINION, ADDRESSED TO THE COLLATERAL AGENT AND THE
LENDERS, OF COUNSEL FOR THE LOAN PARTIES REASONABLY ACCEPTABLE TO THE AGENT AS
TO THE MATTERS CONTAINED IN CLAUSE (B) ABOVE, AS TO SUCH GUARANTIES, GUARANTY
SUPPLEMENTS, PLEDGES, ASSIGNMENTS, SECURITY AGREEMENT SUPPLEMENTS AND SECURITY
AGREEMENTS BEING LEGAL, VALID AND BINDING OBLIGATIONS OF EACH LOAN PARTY PARTY
THERETO ENFORCEABLE IN ACCORDANCE WITH THEIR TERMS, AS TO THE MATTERS CONTAINED
IN CLAUSE (B)(III) ABOVE, AS TO SUCH RECORDINGS, FILINGS, NOTICES, ENDORSEMENTS
AND OTHER ACTIONS BEING SUFFICIENT TO CREATE VALID PERFECTED LIENS ON SUCH
COLLATERAL TO THE EXTENT A LIEN CAN BE CREATED BY