USE COMMERCIALLY REASONABLE EFFORTS TO CAUSE TO BE DELIVERED
PROMPTLY TO THE ADMINISTRATIVE AGENT COPIES OF COLLATERAL ACCESS AGREEMENTS DULY
SIGNED BY ALL PARTIES THERETO WITH RESPECT TO ALL INVENTORY LOCATED AT A THIRD
PARTY PROCESSOR OR IN A LOCATION NOT OWNED BY A LOAN PARTY.
(IV)
CAUSE TO BE DELIVERED PROMPTLY TO THE ADMINISTRATIVE AGENT NO
LATER THAN 30 DAYS FOLLOWING THE EFFECTIVE DATE (OR SUCH LATER DATE AS THE
INITIAL LENDERS MAY REASONABLY DETERMINE) (A) SUCH FIELD AUDITS, ASSET
APPRAISALS AND SUCH OTHER REPORTS AS MAY REASONABLY BE REQUESTED BY THE
ADMINISTRATIVE AGENT, IN EACH CASE, IN FORM, SCOPE AND SUBSTANCE SATISFACTORY TO
THE ADMINISTRATIVE AGENT, (B) ENDORSEMENTS NAMING THE ADMINISTRATIVE AGENT, ON
BEHALF OF THE LENDERS, AS AN ADDITIONAL INSURED AND LOSS PAYEE UNDER ALL
INSURANCE POLICIES TO BE MAINTAINED WITH RESPECT TO THE PROPERTIES OF THE
BORROWER, THE GUARANTORS AND THEIR RESPECTIVE SUBSIDIARIES FORMING PART OF THE
COLLATERAL, (C) FAVORABLE OPINIONS OF LOCAL COUNSEL TO GUARANTORS THAT ARE
REASONABLY DETERMINED BY THE ADMINISTRATIVE AGENT TO BE MATERIAL, WITH RESPECT
TO CUSTOMARY MATTERS, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT AND (D) INFORMATION (WITH DETAILS REASONABLY SATISFACTORY
TO THE ADMINISTRATIVE AGENT) SETTING FORTH, WITH RESPECT TO ANY PERCENTAGE OF
ANY VOTING FOREIGN STOCK OWNED BY ANY LOAN PARTY THAT IS NOT PLEDGED UNDER THIS
AGREEMENT TO THE ADMINISTRATIVE AGENT ON BEHALF OF THE SECURED PARTIES, THE
MATERIAL ADVERSE TAX CONSEQUENCES THAT WOULD RESULT TO THE BORROWER IF SUCH
PERCENTAGE OF SUCH VOTING FOREIGN STOCK WERE SO PLEDGED UNDER THIS AGREEMENT.
(O)
MAINTENANCE OF PROPERTIES, ETC.
MAINTAIN AND PRESERVE, AND CAUSE
EACH OF ITS SUBSIDIARIES TO MAINTAIN AND PRESERVE, ALL OF ITS MATERIAL
PROPERTIES THAT ARE USED OR USEFUL IN THE
79
CONDUCT OF ITS BUSINESS IN GOOD WORKING ORDER AND CONDITION, ORDINARY WEAR AND
TEAR, CASUALTY AND CONDEMNATION EXCEPTED.
(P)
RATINGS.
CAUSE THE FACILITIES TO BE RATED BY S&P AND AN
ADDITIONAL NATIONAL RATING AGENCY NO LATER THAN 15 DAYS AFTER THE ENTRY OF THE
FINAL ORDER BY THE BANKRUPTCY COURT AND THEREAFTER AT ALL TIMES MAINTAIN RATINGS
OF THE FACILITIES BY S&P AND AN ADDITIONAL NATIONAL RATING AGENCY.
(r)
Monthly Conference Call.
Unless otherwise agreed by the
Administrative Agent, the Borrower shall host one or more conference calls or
meetings with the Lenders during each calendar month at times mutually agreed by
the Borrower and the Administrative Agent and upon reasonable advance notice to
the Administrative Agent.
Section 5.02
Negative Covenants.
So long as any Advance shall remain unpaid,
any Letter of Credit shall be outstanding or any Lender Party shall have any
Commitment hereunder, no Loan Party will, at any time:
(A)
LIENS.
INCUR, CREATE, ASSUME OR SUFFER TO EXIST ANY LIEN ON ANY
ASSET OF THE BORROWER OR ANY OF ITS SUBSIDIARIES NOW OWNED OR HEREAFTER ACQUIRED
BY ANY OF THE BORROWER OR THE GUARANTORS, OTHER THAN: (I) LIENS LISTED ON
SCHEDULE 4.01(U); (II) PERMITTED LIENS; (III) LIENS ON ASSETS OF FOREIGN
SUBSIDIARIES TO SECURE DEBT PERMITTED BY SECTION 5.02(B)(VI);