SUCH
TIME THAT ANY SUBSIDIARY SHALL HAVE FULLY COMPLIED WITH THE PROVISIONS OF THIS
PARAGRAPH, AND WITHOUT LIMITATION OF ANY RIGHTS AND REMEDIES AVAILABLE TO
ADMINISTRATIVE AGENT AND LENDERS AS A RESULT THEREOF, THE OPERATING RESULTS OF
SUCH SUBSIDIARY SHALL BE DISREGARDED IN THE CALCULATION OF EBITDA FOR ANY
MEASUREMENT PERIOD.
(C)
CAPITAL STOCK.
BORROWER WILL, AND WILL CAUSE EACH OF ITS
SUBSIDIARIES, TO TAKE SUCH ACTION FROM TIME TO TIME AS SHALL BE NECESSARY TO
ENSURE THAT EACH OF ITS SUBSIDIARIES IS A WHOLLY-OWNED SUBSIDIARY AND THAT
ADMINISTRATIVE AGENT SHALL HAVE, FOR THE BENEFIT OF ADMINISTRATIVE AGENT AND
LENDERS, A FIRST PRIORITY LIEN ON ALL CAPITAL STOCK OF EACH SUBSIDIARY, PROVIDED
THAT NEITHER BORROWER NOR ANY FOREIGN SUBSIDIARY SHALL BE REQUIRED TO PLEDGE
MORE THAN 65% OF THE CAPITAL STOCK OF ANY SUCH FOREIGN SUBSIDIARY TO THE EXTENT
SUCH GRANT AND/OR PLEDGE WOULD RESULT IN MATERIAL ADVERSE TAX CONSEQUENCES TO
BORROWER UNDER SECTION 956 OF THE INTERNAL REVENUE CODE AS DETERMINED BY
ADMINISTRATIVE AGENT).
IN THE EVENT THAT ANY ADDITIONAL CAPITAL STOCK SHALL BE
ISSUED BY ANY SUBSIDIARY, BORROWER SHALL OR SHALL CAUSE EACH OF ITS SUBSIDIARIES
TO, CONCURRENTLY WITH SUCH ISSUANCE, DELIVER TO ADMINISTRATIVE AGENT TO THE
EXTENT REQUIRED BY THE APPLICABLE FINANCING DOCUMENTS THE CERTIFICATES
EVIDENCING SUCH CAPITAL STOCK, ACCOMPANIED BY UNDATED POWERS EXECUTED IN BLANK
AND TO TAKE SUCH OTHER ACTION AS ADMINISTRATIVE AGENT SHALL REQUEST TO PERFECT
THE SECURITY INTEREST CREATED THEREIN PURSUANT TO SUCH FINANCING DOCUMENTS.
(D)
REAL PROPERTY.
(1) CONCURRENTLY WITH THE ACQUISITION BY BORROWER
OR ANY OF ITS SUBSIDIARIES FOLLOWING THE DATE HEREOF OF ANY REAL ESTATE OR REAL
PROPERTY LEASEHOLD INTERESTS, BORROWER WILL, WITHIN SIXTY (60) DAYS FOLLOWING
WRITTEN REQUEST BY ADMINISTRATIVE AGENT, DELIVER OR CAUSE TO BE DELIVERED TO
ADMINISTRATIVE AGENT, WITH RESPECT TO SUCH REAL ESTATE, (I) A MORTGAGE OR DEED
OF TRUST, AS APPLICABLE, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
ADMINISTRATIVE AGENT, EXECUTED BY THE TITLE HOLDER THEREOF, (II) AN ALTA
LENDER'S TITLE INSURANCE POLICY ISSUED BY A TITLE INSURER REASONABLY
SATISFACTORY TO ADMINISTRATIVE AGENT IN FORM AND SUBSTANCE AND IN AMOUNTS
REASONABLY SATISFACTORY TO ADMINISTRATIVE AGENT INSURING ADMINISTRATIVE AGENT'S
FIRST PRIORITY LIEN ON SUCH REAL ESTATE, FREE AND CLEAR OF ALL DEFECTS AND
ENCUMBRANCES EXCEPT PERMITTED LIENS, (III) A CURRENT ALTA SURVEY, CERTIFIED TO
ADMINISTRATIVE AGENT BY A LICENSED SURVEYOR, IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO ADMINISTRATIVE AGENT, (IV) A CERTIFICATE, IN FORM AND SUBSTANCE
REASONABLY ACCEPTABLE TO ADMINISTRATIVE AGENT, TO ADMINISTRATIVE AGENT FROM A
NATIONAL CERTIFICATION AGENCY ACCEPTABLE TO ADMINISTRATIVE AGENT, INDICATING
WHETHER SUCH REAL
55
ESTATE IS LOCATED IN A SPECIAL FLOOD HAZARD AREA AND (V) IN THE CASE OF REAL
ESTATE THAT CONSISTS OF A LEASEHOLD ESTATE, SUCH ESTOPPEL LETTERS, CONSENTS AND
WAIVERS FROM THE LANDLORDS AND NON-DISTURBANCE AGREEMENTS FROM ANY HOLDERS OF
MORTGAGES OR DEEDS OF TRUST ON SUCH REAL ESTATE AS MAY BE REQUESTED REASONABLY
BY ADMINISTRATIVE AGENT, ALL OF WHICH SHALL BE IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO ADMINISTRATIVE AGENT.
(2)
With respect to any Designated Leased