ANY COLLATERAL, OR TAKE ANY OTHER ACTION TO
VALIDATE, RENDER ENFORCEABLE OR PERFECT ALL OR ANY PORTION OF THE COLLATERAL
AGENT'S LIENS ON THE COLLATERAL, ALL SUCH DOCUMENTS AND ACTIONS SHALL BE DEEMED
TO HAVE BEEN FILED, REGISTERED, PUBLISHED OR RECORDED OR TAKEN AT THE TIME AND
ON THE DATE THE INTERIM ORDER IS ENTERED.
(II)
THE LIENS, LIEN PRIORITIES, SUPERPRIORITY ADMINISTRATIVE EXPENSE
CLAIMS AND OTHER RIGHTS AND REMEDIES GRANTED TO THE COLLATERAL AGENT AND THE
LENDERS PURSUANT TO THIS AGREEMENT, THE INTERIM ORDER, THE FINAL ORDER OR THE
OTHER CREDIT DOCUMENTS (SPECIFICALLY INCLUDING, BUT NOT LIMITED TO, THE
EXISTENCE, PERFECTION, ENFORCEABILITY AND PRIORITY OF THE LIENS PROVIDED FOR
HEREIN AND THEREIN, AND THE ADMINISTRATIVE EXPENSE CLAIM PRIORITY PROVIDED
HEREIN AND THEREIN) SHALL NOT BE MODIFIED, ALTERED OR IMPAIRED IN ANY MANNER BY
ANY OTHER FINANCING OR EXTENSION OF CREDIT OR INCURRENCE OF DEBT BY THE
BORROWERS (PURSUANT TO SECTION 364 OF THE BANKRUPTCY CODE OR OTHERWISE), OR BY
DISMISSAL OR CONVERSION OF THE CHAPTER 11 CASES, OR BY ANY OTHER ACT OR OMISSION
WHATSOEVER.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NOTWITHSTANDING
ANY SUCH ORDER, FINANCING, EXTENSION, INCURRENCE, DISMISSAL, CONVERSION, ACT OR
OMISSION:
(A)
EXCEPT FOR THE CARVE OUT, NO COSTS OR EXPENSES OF ADMINISTRATION
WHICH HAVE BEEN OR MAY BE INCURRED IN THE CHAPTER 11 CASES OR ANY CONVERSION OF
THE SAME OR IN ANY OTHER PROCEEDINGS RELATED THERETO, AND NO PRIORITY CLAIMS,
ARE OR WILL BE PRIOR TO OR ON A PARITY WITH ANY CLAIM OF ANY LENDER, THE
COLLATERAL AGENT OR THE ADMINISTRATIVE AGENT AGAINST THE BORROWERS IN RESPECT OF
ANY OBLIGATION;
(B)
THE COLLATERAL AGENT'S LIENS ON THE COLLATERAL SHALL CONSTITUTE
VALID, ENFORCEABLE AND PERFECTED LIENS (SUBJECT ONLY TO PERMITTED LIENS), WHICH
LIENS SHALL BE FIRST PRIORITY LIENS, SUBJECT ONLY TO SPECIFIED LIENS, TO WHICH
SUCH LIENS SHALL OR MAY BE SUBORDINATE
32
AND JUNIOR, AND SHALL BE PRIOR TO ALL OTHER LIENS, NOW EXISTING OR HEREAFTER
ARISING, IN FAVOR OF ANY OTHER CREDITOR OR OTHER PERSON; AND
(C)
THE COLLATERAL AGENT'S LIENS ON THE COLLATERAL SHALL CONTINUE TO
BE VALID, ENFORCEABLE AND PERFECTED WITHOUT THE NEED FOR THE COLLATERAL AGENT,
THE ADMINISTRATIVE AGENT OR ANY LENDER TO FILE, REGISTER OR PUBLISH ANY
FINANCING STATEMENTS, MORTGAGES, HYPOTHECS, NOTICES OF LIEN OR SIMILAR
INSTRUMENTS OR TO OTHERWISE PERFECT THE COLLATERAL AGENT'S LIENS UNDER
APPLICABLE NONBANKRUPTCY LAW.
SECTION 6.
Affirmative Covenants.
The Borrowers hereby covenant
and agree that until the Revolving Commitments have terminated, no Notes or
Letters of Credit are outstanding and the Loans, together with interest, Fees
and all other Obligations (other than any indemnities described in Section 11.12
which are not then owing) incurred hereunder, are paid in full:
6.01
Information Covenants.
The Borrowers will furnish to each Lender
(or, in the case of clause (j) below, to the Administrative Agent for
distribution to the Lenders):
(A)
[INTENTIONALLY OMITTED].
(B)
QUARTERLY FINANCIAL STATEMENTS.
AS SOON AS AVAILABLE AND IN ANY
EVENT WITHIN 40 DAYS AFTER THE CLOSE OF EVERY QUARTERLY ACCOUNTING PERIOD IN