ALL SUCH FURTHER ACTIONS (INCLUDING THE
FILING AND RECORDING OF FINANCING STATEMENTS AND OTHER DOCUMENTS), WHICH MAY BE
REQUIRED UNDER ANY APPLICABLE LAW, OR WHICH THE FACILITY AGENT OR THE REQUIRED
LENDERS MAY REASONABLY REQUEST, TO CAUSE THE GUARANTEE AND COLLATERAL
REQUIREMENT TO BE AND REMAIN SATISFIED AT ALL TIMES (OTHER THAN (A) PRIOR TO THE
SPANISH TRANCHE EFFECTIVE DATE, THOSE PORTIONS OF THE GUARANTEE AND COLLATERAL
REQUIREMENT REQUIRED TO BE SATISFIED UNDER SECTION 4.02(E) BUT NOT UNDER SECTION
4.01(E) AND (B) AFTER THE SPANISH TRANCHE EFFECTIVE DATE, THOSE PORTIONS OF THE
GUARANTEE AND COLLATERAL REQUIREMENT CONSTITUTING THE DEFERRED COLLATERAL
REQUIREMENT THAT ARE NOT YET REQUIRED TO HAVE BEEN SATISFIED UNDER SECTION
5.13), ALL AT THE
72
EXPENSE OF THE CREDIT PARTIES. THE COMPANY ALSO AGREES TO PROVIDE TO THE
FACILITY AGENT, FROM TIME TO TIME UPON REQUEST, EVIDENCE REASONABLY SATISFACTORY
TO THE FACILITY AGENT AS TO THE PERFECTION AND PRIORITY OF THE LIENS CREATED OR
INTENDED TO BE CREATED BY THE CREDIT SUPPORT DOCUMENTS.
SECTION 5.13. DEFERRED COLLATERAL REQUIREMENT. THE BORROWERS WILL ENDEAVOR
DILIGENTLY, USING ALL COMMERCIALLY REAONABLE EFFORTS, TO SATISFY THE DEFERRED
COLLATERAL REQUIREMENT AS PROMPTLY AS PRACTICABLE. IN CONNECTION THEREWITH, THE
BORROWERS WILL ENGAGE APPROPRIATE FOREIGN COUNSEL TO PREPARE AND DELIVER TO THE
AGENTS AND THE LENDERS SUCH OPINIONS AS TO THE ICE PLEDGE AGREEMENT, THE
VALIDITY, PERFECTION AND ENFORCEABILITY OF THE PLEDGE TO BE CREATED THEREUNDER
AND SUCH OTHER MATTERS RELATING TO THE PLEDGE REQUIRED BY THE DEFERRED
COLLATERAL REQUIREMENT AS THE FACILITY AGENT MAY REASONABLY REQUEST. THE
BORROWERS WILL ALSO PROVIDE SUCH DOCUMENTS (OTHER THAN THOSE PREVIOUSLY PROVIDED
PURSUANT TO SECTION 4.01(C) AND SECTION 4.02(C)) AS THE FACILITY AGENT OR ITS
COUNSEL MAY REASONABLY REQUEST RELATING TO THE ORGANIZATION, EXISTENCE AND GOOD
STANDING OF EACH CREDIT PARTY, THE AUTHORIZATION OF THE TRANSACTIONS AND ANY
OTHER LEGAL MATTERS RELATING TO THE CREDIT PARTIES, THE LOAN DOCUMENTS OR THE
TRANSACTIONS, ALL IN FORM AND SUBSTANCE SATISFACTORY TO THE FACILITY AGENT AND
ITS COUNSEL.
ARTICLE VI
NEGATIVE COVENANTS
Until the Commitments have expired or terminated and the principal of and
interest on each Loan and all fees payable hereunder have been paid in full and
all Letters of Credit have expired or terminated and all LC Disbursements have
been reimbursed, the Borrowers covenant and agree with the Lenders that:
SECTION 6.01. INDEBTEDNESS; CERTAIN EQUITY SECURITIES. (A) THE COMPANY WILL NOT,
AND WILL NOT PERMIT ANY SUBSIDIARY TO, CREATE, INCUR, ASSUME OR PERMIT TO EXIST
ANY INDEBTEDNESS, EXCEPT:
(I) INDEBTEDNESS CREATED UNDER THE LOAN DOCUMENTS, OTHER INDEBTEDNESS EXISTING
ON THE DATE HEREOF AND LISTED ON SCHEDULE 6.01 AND PERMITTED REFINANCING
INDEBTEDNESS IN RESPECT OF ANY SUCH INDEBTEDNESS LISTED ON SCHEDULE 6.01;
(II) PERMITTED UNSECURED NOTES AND/OR PERMITTED SUBORDINATED NOTES OF THE
COMPANY; PROVIDED THAT AFTER GIVING EFFECT TO EACH ISSUANCE OF SUCH NOTES, THE
NET LEVERAGE RATIO AS OF THE MOST RECENT FISCAL QUARTER END FOR WHICH FINANCIAL
STATEMENTS SHALL HAVE BEEN DELIVERED PURSUANT TO SECTION 5.01(A) OR (B),
DETERMINED ON A PRO FORMA BASIS GIVING EFFECT TO