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This excerpt taken from the WEN 8-K filed Jan 16, 2009. Designation
Date”), as set forth on such Subsidiary’s most recent balance sheet, plus
(B) the aggregate amount of total assets of all Unrestricted Subsidiaries listed
on Schedule
1.1F on the Closing Date that are still Unrestricted Subsidiaries as of
the Designation Date plus (C) the aggregate amount of total assets of all
Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to
this Section
7.11 prior to the Designation Date (in each case measured
as of such Designation Date) and that are still Unrestricted Subsidiaries as of
the Designation Date shall not exceed $75,000,000 and (ii)
the sum of (A) the revenues contributed by such Subsidiary as of the Designation
Date, plus (B) the aggregate amount of revenues contributed by all Unrestricted
Subsidiaries listed on Schedule
1.1F on the Closing Date that are still Unrestricted Subsidiaries as of
the Designation Date plus (C) the aggregate amount of total revenues of all
Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to
this Section
7.11 prior to the Designation Date (in each case measured
as of the Designation Date) and that are still Unrestricted Subsidiaries as of
the Designation Date shall not exceed $275,000,000, and (e) the Borrower shall
have delivered to the Agent a certificate of an Authorized Officer certifying
compliance with the provisions of this Section
7.11
setting forth in reasonable detail the computations
necessary to determine such compliance. Notwithstanding the
foregoing, the designation of any Restricted Subsidiary as an Unrestricted
Subsidiary after the Closing Date shall constitute an investment by the Group
Members, as applicable, therein at the Designation Date in an amount equal to
the net book value of the applicable parties’ investment therein. Any
Subsidiary of an Unrestricted Subsidiary shall automatically be deemed to be an
Unrestricted Subsidiary. The designation of any Unrestricted
Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the
time of designation of all investments, Indebtedness and Liens of such
Subsidiary existing at such time and (ii) a return on any investment by the
Borrower or any Restricted Subsidiary in Unrestricted Subsidiaries pursuant to
the preceding sentence in an amount equal to the fair market value at the date
of such designation of the Borrower’s and its Restricted Subsidiaries’ (as
applicable) investment in such Subsidiary.
7.12. Mortgages. Within
90 days (or within such longer period as agreed thereto by the Agent, in its
sole discretion, but in any event no later than within 150 days) after the
Closing Date, the Agent shall have received the following documents with respect
to the Mortgaged Properties:
7.12.1 The
Agent shall have received a Mortgage with respect to each Mortgaged Property,
executed and delivered by a duly authorized officer of each party
thereto.
7.12.2 If
requested by the Collateral Agent, the Agent shall have received, and the title
insurance company issuing the policy referred to in Section
7.12.3 (the “ |
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