CREATED OR
INTENDED TO BE CREATED BY THE SECURITY DOCUMENTS. THE BORROWER WILL CAUSE ANY
SUBSEQUENTLY ACQUIRED OR ORGANIZED DOMESTIC SUBSIDIARY TO BECOME A LOAN PARTY BY
EXECUTING THE GUARANTEE AGREEMENT. IN ADDITION, FROM TIME TO TIME, THE BORROWER
WILL, AT ITS COST AND EXPENSE, PROMPTLY SECURE THE OBLIGATIONS BY PLEDGING OR
CREATING, OR CAUSING TO BE PLEDGED OR CREATED, PERFECTED SECURITY INTERESTS WITH
RESPECT TO SUCH OF ITS ASSETS AND PROPERTIES AS THE ADMINISTRATIVE AGENT OR THE
REQUIRED LENDERS SHALL DESIGNATE (IT BEING UNDERSTOOD THAT IT IS THE INTENT OF
THE PARTIES THAT THE OBLIGATIONS SHALL BE SECURED BY, AMONG OTHER THINGS,
SUBSTANTIALLY ALL THE ASSETS OF THE BORROWER (INCLUDING REAL AND OTHER
PROPERTIES ACQUIRED SUBSEQUENT TO THE CLOSING DATE)). SUCH SECURITY INTERESTS
AND LIENS WILL BE CREATED UNDER THE SECURITY DOCUMENTS AND OTHER SECURITY
AGREEMENTS, MORTGAGES, DEEDS OF TRUST AND OTHER INSTRUMENTS AND DOCUMENTS IN
FORM AND SUBSTANCE SATISFACTORY TO THE COLLATERAL AGENT, AND THE BORROWER SHALL
DELIVER OR CAUSE TO BE DELIVERED TO THE LENDERS ALL SUCH INSTRUMENTS AND
DOCUMENTS (INCLUDING LEGAL OPINIONS, TITLE INSURANCE POLICIES AND LIEN SEARCHES)
AS THE COLLATERAL AGENT SHALL REASONABLY REQUEST TO EVIDENCE COMPLIANCE WITH
THIS SECTION. THE BORROWER AGREES TO PROVIDE SUCH EVIDENCE AS THE COLLATERAL
AGENT SHALL REASONABLY REQUEST AS TO THE PERFECTION AND PRIORITY STATUS OF EACH
SUCH SECURITY INTEREST AND LIEN. IN FURTHERANCE OF THE FOREGOING, THE BORROWER
WILL GIVE PROMPT NOTICE TO THE ADMINISTRATIVE AGENT OF THE ACQUISITION BY IT OF
ANY REAL PROPERTY (OR ANY INTEREST IN REAL PROPERTY) HAVING A VALUE IN EXCESS OF
$250,000.
SECTION 5.12. INTEREST RATE PROTECTION. NO LATER THAN THE 180TH DAY AFTER THE
CLOSING DATE, THE BORROWER SHALL ENTER INTO, AND FOR A MINIMUM OF ONE YEAR
THEREAFTER MAINTAIN, HEDGING AGREEMENTS ACCEPTABLE TO THE ADMINISTRATIVE AGENT
THAT RESULT IN AT LEAST 50% OF THE AGGREGATE PRINCIPAL AMOUNT OF ITS FUNDED
LONG-TERM INDEBTEDNESS BEING EFFECTIVELY SUBJECT TO A FIXED OR MAXIMUM INTEREST
RATE ACCEPTABLE TO THE ADMINISTRATIVE AGENT.
ARTICLE VI
NEGATIVE COVENANTS
The Borrower covenants and agrees with each Lender that, so long as this
Agreement shall remain in effect and until the Commitments have been terminated
and the principal of and interest on each Loan, all Fees and all other expenses
or amounts payable under any Loan Document have been paid in full, unless the
Required Lenders shall otherwise consent in writing, the Borrower will not, nor
will it cause or permit any of the Subsidiaries to:
46
SECTION 6.01. INDEBTEDNESS. INCUR, CREATE, ASSUME OR PERMIT TO EXIST ANY
INDEBTEDNESS (INCLUDING ANY DISQUALIFIED STOCK), EXCEPT:
(A) INDEBTEDNESS EXISTING ON THE DATE HEREOF AND SET FORTH IN SCHEDULE 6.01 AND
ANY EXTENSIONS, RENEWALS OR REPLACEMENTS OF SUCH INDEBTEDNESS TO THE EXTENT THE
PRINCIPAL AMOUNT OF SUCH INDEBTEDNESS IS NOT INCREASED, NEITHER THE FINAL
MATURITY NOR THE WEIGHTED AVERAGE LIFE TO MATURITY OF SUCH INDEBTEDNESS IS
DECREASED, SUCH INDEBTEDNESS, IF SUBORDINATED TO THE OBLIGATIONS, REMAINS SO
SUBORDINATED ON TERMS NO LESS FAVORABLE TO THE LENDERS, AND THE ORIGINAL
OBLIGORS IN RESPECT