MORTGAGE THAT IS REASONABLY ALLOCABLE
TO SUCH REAL PROPERTY OR THE MAXIMUM LIMIT OF COVERAGE MADE AVAILABLE WITH
RESPECT TO THE PARTICULAR TYPE OF PROPERTY UNDER THE NATIONAL FLOOD INSURANCE
ACT OF 1968, WHICHEVER IS LESS, AND (3) HAS A TERM ENDING NOT LATER THAN THE
MATURITY OF THE INDEBTEDNESS SECURED BY SUCH MORTGAGE OR THAT MAY BE EXTENDED TO
SUCH MATURITY DATE AND (B) CONFIRMATION THAT THE BORROWER HAS RECEIVED THE
NOTICE REQUIRED PURSUANT TO SECTION 208(E)(3) OF REGULATION H OF THE BOARD.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE
OTHER LOAN DOCUMENTS, ALL REPRESENTATIONS, WARRANTIES, COVENANTS, EVENTS OF
DEFAULT AND OTHER AGREEMENTS HEREIN AND THEREIN SHALL BE DEEMED MODIFIED TO THE
EXTENT NECESSARY TO PERMIT THE TAKING OF THE ACTIONS DESCRIBED ABOVE IN THIS
SECTION 6.15(A) WITHIN THE TIME PERIODS REQUIRED ABOVE, RATHER THAN AS OTHERWISE
PROVIDED HEREIN OR THEREIN; PROVIDED, HOWEVER, THAT TO THE EXTENT ANY
REPRESENTATION AND WARRANTY WOULD NOT BE TRUE BECAUSE ACTIONS DESCRIBED IN THIS
SECTION 6.15(A) ABOVE WERE NOT TAKEN ON THE CLOSING DATE, THE RESPECTIVE
REPRESENTATION AND WARRANTY SHALL BE
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REQUIRED TO BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AT THE TIME THE
RESPECTIVE ACTION IS TAKEN (OR WAS REQUIRED TO BE TAKEN) IN ACCORDANCE WITH
SECTION 6.15(A).
(b) Within 15 Business Days (or, if otherwise agreed by the Facility Agents,
within 30 Business Days) following the Closing Date, if so requested by the
Syndication Agent, (i) the Canadian Borrower shall incur replacement term loans
denominated in Dollars (the "Canadian Borrower Replacement Term Loans") from one
or more Canadian Term Loan Lenders (or their affiliates) agreeing to provide the
same, in an aggregate principal amount equal to the aggregate Principal Amount
of the Canadian Term Loans then outstanding, which Canadian Borrower Replacement
Term Loans shall (x) refinance in full all outstanding Canadian Term Loans and
(y) have the same terms as the Canadian Term Loans, except for the currency in
which such loans are denominated (which shall be Dollars) and the applicable
pricing mechanic (which shall be the Base Rate or the Eurodollar Rate plus the
Applicable Margin), and (ii) the Borrowers shall enter into an amendment to this
Agreement to effect the amendments and modifications required to permit the
incurrence of the Canadian Borrower Replacement Term Loans and effect the
agreements described in preceding clause (i).
SECTION 7. NEGATIVE COVENANTS
Each Borrower hereby agrees that, so long as the Commitments remain in effect,
any Letter of Credit remains outstanding or any Loan or other amount is owing to
any Lender, any Agent or any Arranger hereunder, such Borrower shall not, and
shall not permit any of its Subsidiaries to, directly or indirectly:
7.1
CONSOLIDATED SENIOR SECURED DEBT RATIO.
PERMIT THE CONSOLIDATED SENIOR SECURED DEBT RATIO AT THE LAST DAY OF ANY TEST
PERIOD ENDING WITH THE LAST DAY OF ANY FISCAL QUARTER OF THE US BORROWER SET
FORTH BELOW TO EXCEED THE RATIO SET FORTH BELOW OPPOSITE SUCH FISCAL QUARTER
BELOW:
Fiscal Quarter
Consolidated