(OR ANOTHER PLEDGE AGREEMENT IN SUBSTANTIALLY SIMILAR FORM, IF NEEDED), AND IN
THE CASE OF A FAILURE TO DELIVER THE EVIDENCE DESCRIBED IN CLAUSE (II) ABOVE,
SUCH FOREIGN SUBSIDIARY SHALL PROMPTLY EXECUTE AND DELIVER THE SUBSIDIARY
GUARANTY (OR ANOTHER GUARANTY IN SUBSTANTIALLY SIMILAR FORM, IF NEEDED),
GUARANTEEING THE OBLIGATIONS OF THE BORROWER UNDER THE CREDIT DOCUMENTS AND
UNDER ANY BANK PRODUCTS AGREEMENT ENTERED INTO WITH A SECURED CREDITOR OR ANY
AFFILIATE THEREOF, IN EACH CASE TO THE EXTENT THAT THE ENTERING INTO OF A PLEDGE
AGREEMENT OR SUBSIDIARY GUARANTY IS PERMITTED BY THE LAWS OF THE RESPECTIVE
FOREIGN JURISDICTION AND WITH ALL DOCUMENTS DELIVERED PURSUANT TO THIS
SECTION 5.09(D) TO BE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT.
IN ADDITION, FOLLOWING THE OCCURRENCE AND CONTINUATION OF
DEFAULT, AT THE REQUEST OF THE ADMINISTRATIVE AGENT, THE BORROWER AND ITS
SUBSIDIARIES SHALL BE REQUIRED TO TAKE ANY OR ALL OF THE STEPS OUTLINED ABOVE
WITHOUT REGARD TO ANY OF THE CONSEQUENCES DESCRIBED ABOVE.
SECTION 5.10.
APPRAISALS.
AT ANY TIME THAT THE ADMINISTRATIVE AGENT REQUESTS,
THE BORROWER WILL PROVIDE THE ADMINISTRATIVE AGENT WITH APPRAISALS OR UPDATES
THEREOF OF ITS INVENTORY, EQUIPMENT, REAL PROPERTY, INTELLECTUAL PROPERTY AND
OTHER INTANGIBLE ASSETS FROM AN APPRAISER SELECTED AND ENGAGED BY THE
ADMINISTRATIVE AGENT, AND PREPARED ON A BASIS SATISFACTORY TO THE ADMINISTRATIVE
AGENT, SUCH APPRAISALS AND UPDATES TO INCLUDE, WITHOUT LIMITATION, INFORMATION
REQUIRED BY APPLICABLE LAW AND REGULATIONS; PROVIDED, HOWEVER, THAT IF NO EVENT
OF DEFAULT HAS OCCURRED AND IS CONTINUING, ONLY ONE SUCH APPRAISAL OF EACH TYPE
OF PROPERTY SPECIFIED ABOVE PER CALENDAR YEAR SHALL BE AT THE SOLE EXPENSE OF
THE BORROWER; PROVIDED, FURTHER, THAT AFTER THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT, ANY ADDITIONAL APPRAISALS REQUESTED BY THE
ADMINISTRATIVE AGENT SHALL BE AT THE BORROWER'S SOLE EXPENSE.
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, the Borrower covenants and agrees with the Lenders that:
53
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 AND UNDER THE OTHER CREDIT
DOCUMENTS;
(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)
(I) INDEBTEDNESS OF THE BORROWER TO ANY SUBSIDIARY AND OF ANY
DOMESTIC SUBSIDIARY TO THE BORROWER OR ANY OTHER SUBSIDIARY AND
(II) INDEBTEDNESS OF ANY FOREIGN SUBSIDIARY TO THE BORROWER OR ANY DOMESTIC
SUBSIDIARY IN AN OUTSTANDING PRINCIPAL AMOUNT, WHICH TOGETHER WITH ANY
INDEBTEDNESS INCURRED PURSUANT TO CLAUSE (D)(IV) BELOW, SHALL NOT AT ANY TIME
EXCEED $2,000,000 IN THE AGGREGATE;
(D)
GUARANTEES BY (I) THE BORROWER OF INDEBTEDNESS OF ANY DOMESTIC
SUBSIDIARY, (II) ANY DOMESTIC SUBSIDIARY