ALL AT THE EXPENSE OF THE LOAN
PARTIES.
HOLDINGS, THE PARENT BORROWER, THE SUBSIDIARY TERM BORROWERS AND THE
FOREIGN SUBSIDIARY BORROWERS ALSO AGREE TO PROVIDE TO THE ADMINISTRATIVE AGENT,
FROM TIME TO TIME UPON REQUEST, EVIDENCE REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT AS TO THE PERFECTION AND PRIORITY OF THE LIENS CREATED OR
INTENDED TO BE CREATED BY THE SECURITY DOCUMENTS.
(B) IF ANY ASSETS (INCLUDING ANY REAL PROPERTY OR IMPROVEMENTS THERETO OR ANY
INTEREST THEREIN) HAVING A BOOK VALUE OR FAIR MARKET VALUE OF $1,000,000 OR MORE
IN THE AGGREGATE ARE ACQUIRED BY THE PARENT BORROWER OR ANY SUBSIDIARY LOAN
PARTY AFTER THE ORIGINAL EFFECTIVE DATE OR THROUGH THE ACQUISITION OF A
SUBSIDIARY LOAN PARTY UNDER SECTION 5.12 (OTHER THAN, IN EACH CASE, ASSETS
CONSTITUTING COLLATERAL UNDER THE SECURITY AGREEMENT OR THE PLEDGE AGREEMENT
THAT BECOME SUBJECT TO THE LIEN OF THE SECURITY AGREEMENT OR THE PLEDGE
AGREEMENT UPON ACQUISITION THEREOF), THE PARENT BORROWER OR, IF APPLICABLE, THE
RELEVANT SUBSIDIARY LOAN PARTY WILL NOTIFY THE ADMINISTRATIVE AGENT AND THE
LENDERS THEREOF, AND, IF REASONABLY REQUESTED BY THE ADMINISTRATIVE AGENT OR THE
REQUIRED LENDERS, THE PARENT BORROWER WILL CAUSE SUCH ASSETS TO BE SUBJECTED TO
A LIEN SECURING THE OBLIGATIONS AND WILL TAKE, AND CAUSE THE SUBSIDIARY LOAN
PARTIES TO TAKE, SUCH ACTIONS AS SHALL BE NECESSARY OR REASONABLY REQUESTED BY
THE ADMINISTRATIVE AGENT TO GRANT AND PERFECT SUCH LIENS, INCLUDING ACTIONS
DESCRIBED IN PARAGRAPH (A) OF THIS SECTION, ALL AT THE EXPENSE OF THE LOAN
PARTIES.
SECTION 5.14.
INTEREST RATE PROTECTION.
AS PROMPTLY AS PRACTICABLE, AND IN ANY
EVENT WITHIN 90 DAYS AFTER THE ORIGINAL EFFECTIVE DATE, THE PARENT BORROWER WILL
ENTER INTO WITH ONE OR MORE LENDERS, AND THEREAFTER FOR A PERIOD OF NOT LESS
THAN THREE YEARS WILL MAINTAIN IN EFFECT, ONE OR MORE INTEREST RATE PROTECTION
AGREEMENTS ON SUCH TERMS AS SHALL BE REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT, THE EFFECT OF WHICH SHALL BE TO FIX OR LIMIT THE INTEREST
COST TO THE PARENT BORROWER WITH RESPECT TO AT LEAST 50% OF THE SUM OF (X) THE
OUTSTANDING TRANCHE B TERM LOANS, (Y) THE OUTSTANDING SUBORDINATED DEBT AND
(Z) ANY OTHER OUTSTANDING INDEBTEDNESS THAT MAY NOT BE REBORROWED FOLLOWING A
REPAYMENT THEREOF.
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 of Holdings, the Parent Borrower, each Subsidiary
Term Borrower (as to itself only) and each Foreign Subsidiary Borrower (as to
itself only) covenants and agrees with the Lenders that:
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SECTION 6.01.
INDEBTEDNESS; CERTAIN EQUITY SECURITIES.
(A) NONE OF HOLDINGS,
THE PARENT BORROWER, ANY SUBSIDIARY TERM BORROWER OR ANY FOREIGN SUBSIDIARY
BORROWER WILL, NOR WILL THEY PERMIT ANY SUBSIDIARY TO, CREATE, INCUR, ASSUME OR
PERMIT TO EXIST ANY INDEBTEDNESS, EXCEPT:
(I) INDEBTEDNESS CREATED UNDER THE LOAN DOCUMENTS;
(II) (A) THE PERMITTED RECEIVABLES FINANCING AND