THE ADMINISTRATIVE AGENT AS TO THE PERFECTION AND PRIORITY OF
THE LIENS CREATED OR INTENDED TO BE CREATED BY THE SECURITY DOCUMENTS, SUBJECT
TO THE TERMS OF THE INTERCREDITOR AGREEMENT.
THE BORROWER WILL, AND WILL CAUSE
EACH OTHER LOAN PARTY TO, UPON THE REQUEST OF THE ADMINISTRATIVE AGENT, EXECUTE
AND DELIVER TO THE ADMINISTRATIVE AGENT WITH RESPECT TO EACH PARCEL OF REAL
PROPERTY THAT HAS A FAIR MARKET VALUE EQUAL TO OR MORE THAN $500,000 AND THAT IS
OWNED OR HELD BY EACH LOAN PARTY AND ANY NEWLY ACQUIRED OR NEWLY FORMED
SUBSIDIARY, MORTGAGES, TITLE REPORTS, SURVEYS AND ENGINEERING, SOILS AND OTHER
REPORTS, AND ENVIRONMENTAL ASSESSMENT REPORTS, IN SCOPE, FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT.
SECTION 6.14.
[INTENTIONALLY OMITTED].
SECTION 6.15.
EMPLOYEE BENEFIT PLANS.
THE BORROWER WILL (A) PROMPTLY UPON ANY
REQUEST OF THE ADMINISTRATIVE AGENT THEREFOR, FURNISH TO THE ADMINISTRATIVE
AGENT A COPY OF THE MOST RECENT ACTUARIAL STATEMENT REQUIRED TO BE SUBMITTED
UNDER §103(D) OF ERISA AND ANNUAL REPORT, FORM 5500, WITH ALL REQUIRED
ATTACHMENTS, IN RESPECT OF EACH GUARANTEED PENSION PLAN, (B) WITHIN 10 DAYS OF
RECEIPT OR DISPATCH, FURNISH TO THE ADMINISTRATIVE AGENT ANY NOTICE, REPORT OR
DEMAND SENT OR RECEIVED IN RESPECT OF A GUARANTEED PENSION PLAN UNDER
SECTIONS 302, 4041, 4042, 4043, 4063, 4065, 4066 AND 4068 OF ERISA, OR IN
RESPECT OF A MULTIEMPLOYER PLAN UNDER SECTIONS 4041A, 4202, 4219, 4242 OR 4245
OF ERISA.
SECTION 6.16.
PRIVATE LABEL CREDIT CARDS.
THE BORROWER SHALL ENTER INTO AN
AGREEMENT TO REPLACE THE BORROWER'S AND THE LOAN PARTIES' EXISTING DOMESTIC
PRIVATE LABEL CREDIT CARD FACILITY WITH CITIBANK, N.A. OR ITS AFFILIATES (WITH A
PROCESSOR AND ON TERMS REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT,
WHOSE CONSENT SHALL NOT BE UNREASONABLY WITHHELD) AT LEAST 30 DAYS PRIOR TO THE
EARLIER OF (I) THE SCHEDULED EXPIRATION OF SUCH FACILITY OR (II) ANY EARLIER
TERMINATION THEREOF.
ARTICLE VII
NEGATIVE COVENANTS
So long as any Lender shall have any outstanding Commitment hereunder or any
Loan shall remain unpaid or unsatisfied, the Borrower covenants and agrees with
the Administrative Agent and the Lenders that:
SECTION 7.01.
INDEBTEDNESS AND OTHER OBLIGATIONS.
SECTION 7.01A.
Indebtedness.
The Borrower shall not, and shall not
permit any other Loan Party to, create, incur, assume or permit to exist any
Indebtedness, except:
(A)
INDEBTEDNESS CREATED UNDER THE LOAN DOCUMENTS;
(B)
INDEBTEDNESS (OTHER THAN INDEBTEDNESS CREATED PURSUANT TO THE EXISTING
REVOLVING CREDIT FACILITY) EXISTING ON THE CLOSING DATE AND SET FORTH IN
SCHEDULE 7.01A, AND
47
EXTENSIONS, RENEWALS AND REPLACEMENTS OF ANY SUCH INDEBTEDNESS THAT DO NOT
INCREASE THE OUTSTANDING PRINCIPAL AMOUNT THEREOF OR RESULT IN AN EARLIER
MATURITY DATE OR DECREASED WEIGHTED AVERAGE LIFE THEREOF OR PROVIDE RECOURSE TO
ANY LOAN PARTY OTHER THAN THOSE PERSONS WHICH WERE OBLIGATED WITH RESPECT TO
SUCH INDEBTEDNESS; PROVIDED, THAT IF SUCH INDEBTEDNESS WAS SUBORDINATED IN RIGHT
OF PAYMENT TO THE OBLIGATIONS, THEN THE TERMS AND CONDITIONS OF THE EXTENSION,
RENEWAL OR REPLACEMENT MUST INCLUDE SUBORDINATION TERMS AND CONDITIONS THAT ARE
AT LEAST AS FAVORABLE TO THE