THIS CREDIT
AGREEMENT AND THE OTHER LOAN DOCUMENTS.
9.15
GUARANTIES.
EACH OF THE GUARANTORS SHALL AT ALL TIMES COMPLY WITH THE
TERMS AND CONDITIONS OF ITS RESPECTIVE GUARANTY.
9.16
ADDITIONAL INFORMATION.
WITHOUT DEROGATING THE BORROWERS' OBLIGATIONS
HEREUNDER, AND EACH GUARANTOR'S OBLIGATIONS PURSUANT HERETO AND TO ITS
RESPECTIVE GUARANTIES, EACH BORROWER AND EACH GUARANTOR WILL PROMPTLY SUPPLY THE
ADMINISTRATIVE AGENT WITH SUCH ADDITIONAL INFORMATION RELATING TO THIS CREDIT
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AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE PERFORMANCE OF THE OBLIGATIONS
CONTEMPLATED HEREBY AND THEREBY AS THE ADMINISTRATIVE AGENT MAY HEREAFTER
REASONABLY REQUEST FROM TIME TO TIME.
9.17
EXCHANGE LISTING.
CHC SHALL MAINTAIN AT LEAST ONE CLASS OF ITS COMMON
SHARES HAVING TRADING PRIVILEGES ON THE NEW YORK STOCK EXCHANGE, THE AMERICAN
STOCK EXCHANGE OR ANOTHER NATIONALLY RECOGNIZED EXCHANGE ACCEPTABLE TO THE
ADMINISTRATIVE AGENT AND THE REQUIRED LENDERS.
9.18
CONSOLIDATED EBITDA COVENANT; ADDITIONAL GUARANTORS AND PLEDGED
ENTITIES.
9.18.1
CONSOLIDATED EBITDA COVENANT.
THE BORROWERS AND GUARANTORS SHALL
CAUSE THE CONSOLIDATED EBITDA GENERATED IN THE AGGREGATE BY THE BORROWERS, THE
GUARANTORS (OTHER THAN CCC), AND THE PLEDGED ENTITIES (EXCLUDING CONSOLIDATED
EBITDA GENERATED BY CFIN HOLDINGS) TO COMPRISE AT LEAST 90% OF THE CONSOLIDATED
EBITDA OF CHC ON A CONSOLIDATED BASIS (EXCLUDING CONSOLIDATED EBITDA GENERATED
BY CFIN HOLDINGS) (THE "CONSOLIDATED EBITDA COVENANT").
9.18.2
ADDITIONAL GUARANTORS OR PLEDGED ENTITIES.
UNLESS THERE EXISTS A
VALID BUSINESS IMPEDIMENT, THE BORROWERS AND THE GUARANTORS SHALL CAUSE
ADDITIONAL PERSONS WHICH ARE SUBSIDIARIES OF A BORROWER OR A GUARANTOR TO BECOME
GUARANTORS FROM TIME TO TIME SO AS TO ASSURE COMPLIANCE WITH THE CONSOLIDATED
EBITDA COVENANT.
IN THE EVENT THAT THERE EXISTS A VALID BUSINESS IMPEDIMENT TO
SUCH A PERSON BECOMING A GUARANTOR HEREUNDER, THE BORROWERS AND THE GUARANTORS
SHALL CAUSE THE HOLDERS OF ALL THE CAPITAL STOCK OF SUCH PERSON TO BE PLEDGED TO
THE ADMINISTRATIVE AGENT IN ORDER FOR SUCH PERSON TO BECOME A PLEDGED ENTITY.
9.19
EIT PREFERRED SHARES COVENANTS.
EIT SHALL MAINTAIN, WITH NO MATERIAL
MODIFICATIONS (AFTER ANY MODIFICATIONS TO OCCUR ON THE CLOSING DATE), ALL
COVENANTS APPLICABLE TO AND BINDING UPON EIT PREFERRED SHARES.
9.20
OWNERSHIP OF CCG, GUARANTORS AND PLEDGED ENTITIES.
(A)
HOLDING TRUST SHALL HOLD AT ALL TIMES, BENEFICIALLY AND OF RECORD,
100% OF THE EIT COMMON SHARES AND VOTING CONTROL OF EIT, ON A FULLY DILUTED
BASIS, ASSUMING THE CONVERSION OF ALL CONVERTIBLE SECURITIES, THE GRANTING OF
ALL AUTHORIZED OPTIONS AND EQUITY AWARDS AND THE EXERCISE OF ALL OPTIONS,
WARRANTS, SUBSCRIPTION RIGHTS, PREEMPTIVE RIGHTS AND OTHER SIMILAR RIGHTS.
(B)
HOLDING TRUST AND EIT SHALL NOT ISSUE ANY ADDITIONAL CAPITAL STOCK
OR ANY RIGHTS OR INSTRUMENTS CONVERTIBLE INTO CAPITAL STOCK, OTHER THAN
ISSUANCES OF EIT PREFERRED SHARES.
(C)
CHC SHALL HOLD AT ALL TIMES, BENEFICIALLY AND OF RECORD, (I) ALL
OF THE CAPITAL STOCK OF CCG, (II) ALL OF THE CAPITAL STOCK OF CENTERLINE/AC, AND
(III)
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100% OF THE COMMON SHARES OF BENEFICIAL INTEREST OF HOLDING TRUST (AS DEFINED IN
THE GOVERNING DOCUMENTS OF HOLDING TRUST).
(D)
CENTERLINE/AC SHALL HOLD AT ALL TIMES, BENEFICIALLY AND OF RECORD,
100% OF THE