on the Closing Date and other business
activities incidental or related to any of the foregoing.
9.14
Further Assurances.
(a)
Holdings and the Borrower will, and will
cause each other Credit Party to, execute any and all further documents,
financing statements, agreements and instruments, and take all such further
actions (including the filing and recording of financing statements, fixture
filings, mortgages, deeds of trust and other documents), which may be required
under any applicable law, or which the Administrative Agent, the Collateral
Agent or the Required Lenders may reasonably 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 and its
Subsidiaries.
(B)
SUBJECT TO ANY APPLICABLE LIMITATIONS SET FORTH IN THE SECURITY
AGREEMENT OR ANY MORTGAGE, 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 $3,000,000 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 OR ASSETS SUBJECT TO A LIEN GRANTED PURSUANT TO
SECTION 10.2(C)) 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
(WHO SHALL THEREAFTER NOTIFY THE LENDERS) AND THE COLLATERAL AGENT THEREOF, AND,
IF REQUESTED BY THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT OR THE REQUIRED
LENDERS, THE BORROWER WILL CAUSE SUCH ASSETS TO BE SUBJECTED TO A LIEN SECURING
THE APPLICABLE 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 OR THE COLLATERAL 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
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EXPENSE OF THE CREDIT PARTIES.
ANY MORTGAGE DELIVERED TO THE COLLATERAL 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 LIEN (WITH THE PRIORITY
DESCRIBED THEREIN) ON THE MORTGAGED PROPERTY DESCRIBED THEREIN, FREE OF ANY
OTHER LIENS EXCEPT AS EXPRESSLY PERMITTED BY SECTION 10.2, TOGETHER WITH SUCH
ENDORSEMENTS AND REINSURANCE AS THE ADMINISTRATIVE AGENT OR THE COLLATERAL 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 THE LOCAL COUNSEL OPINION DELIVERED ON THE CLOSING
DATE PURSUANT TO SECTION 6.3(C) OF THE 2005 CREDIT AGREEMENT.
SECTION 10.
Negative Covenants
Each of Holdings and the Borrower hereby covenants and agrees that on the
Closing Date and thereafter, until