PURPOSE THAT ENTAILS A VIOLATION OF ANY OF THE REGULATIONS
OF THE BOARD, INCLUDING REGULATIONS T, U AND X.
SECTION 5.09.
FURTHER ASSURANCES.
(A)
TO GUARANTEE THE PAYMENT WHEN DUE OF
THE OBLIGATIONS, THE BORROWER SHALL CAUSE TO BE EXECUTED AND DELIVERED, TO THE
LENDERS AND THE ADMINISTRATIVE AGENT LOAN PARTY GUARANTIES OF ALL PRESENT AND
FUTURE GUARANTORS.
(B)
THE BORROWER AGREES THAT IT WILL PROMPTLY NOTIFY THE
ADMINISTRATIVE AGENT OF THE FORMATION OR ACQUISITION OF ANY SUBSIDIARY.
THE
BORROWER AGREE THAT IT WILL PROMPTLY CAUSE EACH LOAN PARTY TO EXECUTE AND
DELIVER, PROMPTLY UPON THE REQUEST OF THE ADMINISTRATIVE AGENT, SUCH ADDITIONAL
LOAN PARTY GUARANTIES AND OTHER AGREEMENTS, DOCUMENTS AND INSTRUMENTS, EACH IN
FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT,
SUFFICIENT TO GRANT TO THE ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE LENDERS
AND THE ADMINISTRATIVE AGENT, THE LOAN PARTY GUARANTIES CONTEMPLATED BY THIS
AGREEMENT.
ADDITIONALLY, THE BORROWER SHALL EXECUTE AND DELIVER, AND CAUSE EACH
SUBSIDIARY TO EXECUTE AND DELIVER, PROMPTLY UPON THE REQUEST OF THE
ADMINISTRATIVE AGENT, SUCH CERTIFICATES, LEGAL OPINIONS, INSURANCE, LIEN
SEARCHES, ENVIRONMENTAL REPORTS, ORGANIZATIONAL AND OTHER CHARTER DOCUMENTS,
RESOLUTIONS AND OTHER DOCUMENTS AND AGREEMENTS AS THE ADMINISTRATIVE AGENT MAY
REQUEST IN CONNECTION THEREWITH.
SECTION 5.10.
ADDITIONAL COVENANTS.
IF AT ANY TIME THE BORROWER OR ANY OF ITS
SUBSIDIARIES SHALL ENTER INTO OR BE A PARTY TO ANY INSTRUMENT OR AGREEMENT,
INCLUDING ALL SUCH INSTRUMENTS OR AGREEMENTS IN EXISTENCE AS OF THE DATE HEREOF
AND ALL SUCH INSTRUMENTS OR AGREEMENTS ENTERED INTO AFTER THE DATE HEREOF,
RELATING TO OR AMENDING ANY PROVISIONS APPLICABLE TO ANY OF ITS INDEBTEDNESS,
WHICH INCLUDES ANY MATERIAL COVENANTS OR DEFAULTS NOT SUBSTANTIALLY PROVIDED FOR
IN THIS AGREEMENT OR MORE FAVORABLE TO THE LENDER OR LENDERS THEREUNDER THAN
THOSE PROVIDED FOR IN THIS AGREEMENT, THEN THE BORROWER SHALL PROMPTLY SO ADVISE
THE ADMINISTRATIVE AGENT AND THE LENDERS.
THEREUPON, IF THE ADMINISTRATIVE
AGENT OR THE REQUIRED LENDERS SHALL REQUEST, UPON NOTICE TO THE BORROWER, THE
ADMINISTRATIVE AGENT AND THE LENDERS SHALL ENTER INTO AN AMENDMENT TO THIS
AGREEMENT OR AN ADDITIONAL AGREEMENT (AS THE ADMINISTRATIVE AGENT MAY REQUEST),
PROVIDING FOR SUBSTANTIALLY THE SAME MATERIAL COVENANTS AND DEFAULTS AS THOSE
PROVIDED FOR IN SUCH INSTRUMENT OR AGREEMENT TO THE EXTENT REQUIRED AND AS MAY
BE SELECTED BY THE ADMINISTRATIVE AGENT.
39
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 shall
have been reimbursed, each Borrower covenants and agrees with the Lenders that:
SECTION 6.01.
INDEBTEDNESS.
THE BORROWER WILL NOT, AND WILL NOT PERMIT ANY
SUBSIDIARY TO, CREATE, INCUR, ASSUME OR PERMIT TO EXIST ANY INDEBTEDNESS,
EXCEPT:
(A)
INDEBTEDNESS CREATED HEREUNDER;
(B)
INDEBTEDNESS EXISTING ON THE DATE HEREOF AND SET FORTH IN
SCHEDULE 6.01 AND EXTENSIONS, RENEWALS AND REPLACEMENTS OF ANY SUCH INDEBTEDNESS
THAT DO NOT INCREASE THE OUTSTANDING PRINCIPAL AMOUNT THEREOF;
(C)
INDEBTEDNESS OF THE BORROWER