(IV) IN ANY LOAN PARTY'S FEDERAL TAXPAYER IDENTIFICATION
NUMBER OR (V) IN ANY LOAN PARTY'S JURISDICTION OF ORGANIZATION.
BORROWER AGREES
NOT TO EFFECT OR PERMIT ANY CHANGE REFERRED TO IN THE PRECEDING SENTENCE UNLESS
ALL FILINGS HAVE BEEN MADE UNDER THE UCC OR OTHERWISE THAT ARE REQUIRED IN ORDER
FOR THE COLLATERAL AGENT TO CONTINUE AT ALL TIMES FOLLOWING SUCH CHANGE TO HAVE
A VALID, LEGAL AND PERFECTED SECURITY INTEREST IN ALL THE COLLATERAL.
BORROWER
ALSO AGREES PROMPTLY TO NOTIFY THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT
IF ANY MATERIAL PORTION OF THE COLLATERAL IS SUBJECT TO A CASUALTY EVENT.
(B)
EACH YEAR, AT THE TIME OF DELIVERY OF ANNUAL FINANCIAL STATEMENTS
WITH RESPECT TO THE PRECEDING FISCAL YEAR PURSUANT TO CLAUSE (A) OF
SECTION 5.01, DELIVER TO THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT A
CERTIFICATE OF A FINANCIAL OFFICER AND THE CHIEF LEGAL OFFICER OF EACH BORROWER
AND A
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PERFECTION CERTIFICATE SUPPLEMENT CONFIRMING THAT THERE HAS BEEN NO CHANGE IN
SUCH INFORMATION SINCE THE DATE OF THE PERFECTION CERTIFICATE DELIVERED ON THE
CLOSING DATE OR THE DATE OF THE MOST RECENT CERTIFICATE DELIVERED PURSUANT TO
THIS SECTION 5.13(B) AND (II) CERTIFYING THAT ALL UCC FINANCING STATEMENTS
(INCLUDING FIXTURE FILINGS, AS APPLICABLE) OR OTHER APPROPRIATE FILINGS,
RECORDINGS OR REGISTRATIONS, INCLUDING ALL REFILINGS, RERECORDINGS AND
REREGISTRATIONS, CONTAINING A DESCRIPTION OF THE COLLATERAL HAVE BEEN FILED OF
RECORD IN EACH GOVERNMENTAL, MUNICIPAL OR OTHER APPROPRIATE OFFICE IN EACH
JURISDICTION IDENTIFIED PURSUANT TO CLAUSE (I) ABOVE TO THE EXTENT NECESSARY TO
PROTECT AND PERFECT THE SECURITY INTERESTS AND LIENS UNDER THE SECURITY
DOCUMENTS FOR A PERIOD OF NOT LESS THAN 18 MONTHS AFTER THE DATE OF SUCH
CERTIFICATE (EXCEPT AS NOTED THEREIN WITH RESPECT TO ANY CONTINUATION STATEMENTS
TO BE FILED WITHIN SUCH PERIOD).
ARTICLE VI
NEGATIVE COVENANTS
Each Loan Party covenants and agrees with each Lender that, so long as this
Agreement shall remain in effect (except for provisions which by their terms
survive termination, such as indemnification provisions) and until the
Commitments have been terminated and the principal of and interest on each Loan,
all Fees and all other expenses or amounts payable under any Loan Document have
been paid in full and all Letters of Credit have been canceled or have expired
or been fully cash collateralized and all amounts drawn thereunder have been
reimbursed in full, unless the Required Lenders shall otherwise consent in
writing, no Loan Party will, nor will they cause or permit any Subsidiaries to:
SECTION 6.01.
INDEBTEDNESS.
INCUR, CREATE, ASSUME OR PERMIT TO EXIST,
DIRECTLY OR INDIRECTLY, ANY INDEBTEDNESS, EXCEPT:
(a)
Indebtedness incurred pursuant to this Agreement and the other
Loan Documents;
(b)
(i) Indebtedness actually outstanding on the date hereof and
listed on Schedule 6.01(b) or (ii) refinancings or renewals thereof; provided
that (A) any such refinancing Indebtedness is in an aggregate principal amount
not greater than the aggregate principal amount of the Indebtedness being
renewed or refinanced, plus the amount of any premiums required to be paid
thereon and fees