Term Loans and Committed Revolving Loans to finance, in
part, the CNL Merger and the Advisor Merger, to pay transaction fees,
commissions and expenses in connection therewith and to repay the amounts owed
under the Existing Credit Agreement and the Existing CNL Credit Agreement and
use the remainder of the Committed Revolving Loans for working capital and
general corporate purposes.
6.12
REIT STATUS.
The Borrower will, and will cause each of its Subsidiaries to, operate its
business at all times so as to satisfy all requirements necessary to qualify and
maintain the Borrower's
qualification as a real estate investment trust under
Sections 856 through 860 of the Code.
The Borrower will maintain adequate
records so as to comply with all record-keeping requirements relating to its
qualification as a real estate investment trust as required by the Code and
applicable regulations of the Department of the Treasury promulgated thereunder
and will properly prepare and timely file with the Internal Revenue Service all
returns and reports required thereby.
6.13
NEW SUBSIDIARIES; GUARANTEES.
(A)
SUBJECT TO SECTION 6.13(B), WITH RESPECT TO ANY PERSON THAT IS OR
BECOMES A DOMESTIC SUBSIDIARY OF THE BORROWER AS TO WHICH THE BORROWER DIRECTLY
OR INDIRECTLY OWNS ALL OF THE EQUITY INTERESTS, CAUSE SUCH SUBSIDIARY TO EXECUTE
AND DELIVER TO THE ADMINISTRATIVE AGENT A JOINDER AGREEMENT, GUARANTY, GUARANTY
SUPPLEMENT OR COMPARABLE DOCUMENTATION TO BECOME A SUBSIDIARY GUARANTOR ON OR
BEFORE THE DEADLINE FOR THE DELIVERY OF THE NEXT COMPLIANCE CERTIFICATE PURSUANT
TO SECTION 6.02 (AND IN ANY EVENT WITHIN 30 DAYS AFTER SUCH PERSON BECOMES A
SUBSIDIARY) AND CAUSE SUCH SUBSIDIARY TO DELIVER SUCH OTHER DOCUMENTATION AS THE
ADMINISTRATIVE AGENT MAY REASONABLY REQUEST IN CONNECTION WITH THE FOREGOING,
INCLUDING, WITHOUT LIMITATION, CERTIFIED RESOLUTIONS AND OTHER ORGANIZATIONAL
AND AUTHORIZING DOCUMENTS OF SUCH SUBSIDIARY, FAVORABLE OPINIONS OF COUNSEL TO
SUCH SUBSIDIARY (WHICH SHALL COVER, AMONG OTHER THINGS, THE LEGALITY, VALIDITY,
BINDING EFFECT AND ENFORCEABILITY OF THE DOCUMENTATION REFERRED TO ABOVE), ALL
IN FORM, CONTENT AND SCOPE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT.
(B)
A SUBSIDIARY OF THE BORROWER SHALL NOT BE REQUIRED TO BECOME A
SUBSIDIARY GUARANTOR PURSUANT TO SECTION 6.13(A) IF THE BORROWER PROVIDES
EVIDENCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT THAT SUCH
SUBSIDIARY IS PROHIBITED BY THE TERMS OF ITS ARTICLES OR CERTIFICATE OF
INCORPORATION, OPERATING AGREEMENT OR OTHER CONSTITUENT DOCUMENTS, OR BY
CONTRACT, FROM BECOMING A GUARANTOR.
IF A SUBSIDIARY CEASES TO OR FAILS TO
SATISFY THE REQUIREMENTS OF THIS SECTION 6.13(B), THE BORROWER SHALL CAUSE SUCH
SUBSIDIARY TO BECOME A SUBSIDIARY GUARANTOR AS REQUIRED BY SECTION 6.13(A).
6.14
EMPLOYEE BENEFITS.
(a) Comply in all material respects with the applicable provisions of ERISA and
the Code with respect to each Plan, and (b) furnish to the Administrative Agent
(x)
within five days after any Responsible Officer of
the Borrower or any
ERISA Affiliate knows or has reason to know that, any ERISA Event has occurred
that, alone or together with any other ERISA Event could reasonably be expected
to result in liability of the Borrower or any