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);