time during the
Additional Security Period the Loan Parties will upon (x) the request of the
Agent, (y) the formation or acquisition of any new direct or indirect
Subsidiaries by any Loan Party or (z) the acquisition of any material property
by any Loan Party, then the Loan Parties shall, in each case at the Loan
Parties' expense:
(A)
GRANT THE COLLATERAL AGENT FOR THE RATABLE BENEFIT OF THE LENDERS
AND THE LENDERS UNDER THE REVOLVING CREDIT FACILITY, AND UPON THE TERMS AND
CONDITIONS SET FORTH IN THE SECURITY AGREEMENT B, A SECURITY INTEREST IN, EACH
LOAN PARTY'S RIGHT, TITLE AND INTEREST IN AND TO THE ADDITIONAL COLLATERAL
PURSUANT TO THE TERMS OF THE SECURITY AGREEMENT B.
(B)
WITHIN 15 DAYS AFTER SUCH REQUEST, FORMATION OR ACQUISITION, (I)
DULY EXECUTE AND DELIVER, AND CAUSE EACH SUCH SUBSIDIARY AND EACH DIRECT AND
INDIRECT PARENT OF SUCH SUBSIDIARY (IF IT HAS NOT ALREADY DONE SO) TO DULY
EXECUTE AND DELIVER, TO THE COLLATERAL AGENT, A SUPPLEMENT TO SECURITY AGREEMENT
B, SECURING PAYMENT OF ALL THE OBLIGATIONS OF THE APPLICABLE LOAN PARTY OR SUCH
SUBSIDIARY, AS THE CASE MAY BE, UNDER THE LOAN DOCUMENTS AND THE REVOLVING
CREDIT FACILITY AND CONSTITUTING LIENS ON ALL SUCH PROPERTIES, PROVIDED THAT NO
REAL PROPERTY (OR INTEREST THEREIN) SHALL BE SUBJECTED TO A SECURITY INTEREST IN
FAVOR OF THE AGENT FOR THE BENEFIT OF THE LENDERS, OR (II) TAKE WHATEVER ACTION
CONTEMPLATED BY SECURITY AGREEMENT B, INCLUDING TO FILE UNIFORM COMMERCIAL CODE
FINANCING STATEMENTS, AS MAY BE
37
NECESSARY OR ADVISABLE IN THE OPINION OF THE AGENT TO VEST IN THE AGENT (OR ITS
DESIGNEE) VALID AND SUBSISTING LIENS AS PROVIDED IN THIS SECTION 5.17(B).
(C)
WITHIN 60 DAYS AFTER SUCH REQUEST, FORMATION OR ACQUISITION,
DELIVER TO THE AGENT, UPON THE REQUEST OF THE COLLATERAL AGENT IN ITS SOLE
DISCRETION, A SIGNED COPY OF A FAVORABLE OPINION, ADDRESSED TO THE AGENT AND THE
LENDERS, OF COUNSEL FOR THE LOAN PARTIES REASONABLY ACCEPTABLE TO THE AGENT AS
TO THE MATTERS CONTAINED IN CLAUSES (A) AND (B) ABOVE, AS THE AGENT MAY
REASONABLY REQUEST, IN EACH CASE TO THE EXTENT THAT SUCH ADDITIONAL COLLATERAL
HAS A VALUE IN EXCESS OF $10,000,000.
(D)
AT ANY TIME AND FROM TIME TO TIME, PROMPTLY EXECUTE AND DELIVER
ANY AND ALL FURTHER INSTRUMENTS AND DOCUMENTS AND TAKE ALL SUCH OTHER ACTION
CONTEMPLATED UNDER SECURITY AGREEMENT B AND AS THE AGENT MAY REASONABLY DEEM
NECESSARY OR DESIRABLE IN OBTAINING THE FULL BENEFITS OF, OR IN PERFECTING AND
PRESERVING THE LIENS OF, SUCH GUARANTIES, PLEDGES, ASSIGNMENTS, SECURITY
AGREEMENT SUPPLEMENTS, INTELLECTUAL PROPERTY SECURITY AGREEMENT SUPPLEMENTS AND
SECURITY AGREEMENTS.
ARTICLE VI - NEGATIVE COVENANTS
The Company covenants and agrees with the Agent and the Lenders that prior to
the termination of this Agreement it will not, and will not suffer or permit any
of its Subsidiaries to, do any of the following:
Section 6.1
Indebtedness.
Create, incur, suffer or permit to exist, or assume
or guarantee, directly or indirectly, or become or remain liable with respect