FORTH IN SCHEDULES 4.1 AND 4.2 WITH RESPECT TO ALL SUBSIDIARIES OF THE BORROWER;
PROVIDED, SUCH WRITTEN NOTICE SHALL BE DEEMED TO SUPPLEMENT SCHEDULES 4.1 AND
4.2 FOR ALL PURPOSES HEREOF.
5.12
[RESERVED].
5.13
FURTHER ASSURANCES.
AT ANY TIME OR FROM TIME TO
TIME UPON THE REQUEST OF THE ADMINISTRATIVE AGENT, EACH CREDIT PARTY WILL, AT
ITS EXPENSE, PROMPTLY EXECUTE, ACKNOWLEDGE AND DELIVER SUCH FURTHER DOCUMENTS
AND DO SUCH OTHER ACTS AND THINGS AS THE ADMINISTRATIVE AGENT MAY REASONABLY
REQUEST IN ORDER TO EFFECT FULLY THE PURPOSES OF THE CREDIT DOCUMENTS.
5.14
BOOKS.
EACH CREDIT PARTY SHALL KEEP PROPER BOOKS
IN WHICH FULL AND CORRECT ENTRIES SHALL BE MADE IN CONFORMITY WITH GAAP OF ALL
FINANCIAL TRANSACTIONS AND THE ASSETS AND BUSINESS OF THE BORROWER AND EACH
SUBSIDIARY.
5.15
SECURITIES DEMAND; COOPERATION IN FINANCING. THE
BORROWER AND EACH CREDIT PARTY AGREE THAT, UPON NOTICE BY CITIGROUP (A
"PROPOSAL"), AT ANY TIME AND FROM TIME TO TIME FOLLOWING THE DATE THAT IS 180
DAYS AFTER THE CLOSING DATE THE BORROWER WILL ISSUE AND SELL IN A RULE 144A
OFFERING WITH REGISTRATION RIGHTS (OR, IF AGREED BY THE BORROWER, A REGISTERED
OFFERING) SUCH AGGREGATE PRINCIPAL AMOUNT OF SENIOR AND/OR SENIOR SUBORDINATED
DEBT SECURITIES (WITH SENIOR AND/OR SENIOR SUBORDINATED GUARANTEES FROM ALL
SUBSIDIARIES THAT GUARANTEE THE SENIOR CREDIT FACILITIES) (THE "TAKE OUT
SECURITIES") AS WILL GENERATE GROSS PROCEEDS SUFFICIENT TO REPLACE (IN WHOLE OR
IN PART AS DETERMINED BY CGMI IN ITS SOLE DISCRETION) THE COMMITMENTS IN RESPECT
OF, OR REFINANCE (IN WHOLE OR IN PART AS DETERMINED BY CGMI IN ITS SOLE
DISCRETION), ANY LOANS UNDER THIS AGREEMENT, IN EACH CASE UPON SUCH TERMS AND
CONDITIONS AS MAY BE SPECIFIED BY CGMI IN THE PROPOSAL; PROVIDED, HOWEVER, THAT
(I) SUCH TAKE OUT SECURITIES WILL NOT MATURE ANY EARLIER THAN SIX MONTHS AFTER
THE FINAL MATURITY OF THE SENIOR CREDIT FACILITIES AND WILL CONTAIN SUCH TERMS,
INCLUDING REGISTRATION RIGHTS (IN THE EVENT OF A PRIVATE PLACEMENT OR RULE 144A
OFFERING), COVENANTS, EVENTS OF DEFAULT, SUBORDINATION PROVISIONS, FLOATING OR
FIXED INTEREST RATE, YIELD AND REDEMPTION PRICES AND DATES AND CONDITIONS AS ARE
CUSTOMARY FOR SIMILAR FINANCINGS AS DETERMINED, IN CONSULTATION WITH YOU, BY
CGMI IN ITS SOLE DISCRETION; PROVIDED, HOWEVER, THAT, WITHOUT BORROWER'S
CONSENT, THE WEIGHTED AVERAGE YIELD PER ANNUM THEREON SHALL NOT EXCEED THE
INTEREST RATE SET FORTH ON SCHEDULE 1.1(A) AND (II) ALL OTHER ARRANGEMENTS WITH
RESPECT TO SUCH TAKE OUT SECURITIES SHALL BE SATISFACTORY IN ALL RESPECTS TO
CGMI IN LIGHT OF
57
THEN PREVAILING MARKET CONDITIONS AND THE FINANCIAL CONDITION AND PROSPECTS OF
THE BORROWER AND ITS SUBSIDIARIES AT THE DATE OF SALE.
In addition, the Borrower covenants and agrees to use its commercially
reasonable efforts to refinance the Loans.
SECTION 6.
NEGATIVE COVENANTS
Each Credit Party covenants and agrees that, until payment in full of all
Obligations, such Credit Party shall perform, and shall cause each of its
Subsidiaries to perform, all covenants in this Section 6.
6.1
INDEBTEDNESS.
NO CREDIT PARTY SHALL, NOR
SHALL IT PERMIT ANY