OR
REPRESENTATION SHALL AMEND, SUPPLEMENT OR OTHERWISE MODIFY ANY SCHEDULE OR
REPRESENTATION, OR BE OR BE DEEMED A WAIVER OF ANY DEFAULT OR EVENT OF DEFAULT
RESULTING FROM THE MATTERS DISCLOSED THEREIN, EXCEPT AS CONSENTED TO BY AGENT
AND REQUISITE LENDERS IN WRITING, AND (B) NO SUPPLEMENT SHALL BE REQUIRED OR
PERMITTED AS TO REPRESENTATIONS AND WARRANTIES THAT RELATE SOLELY TO THE CLOSING
DATE.
SECTION 5.15. INTELLECTUAL PROPERTY. THE PARENT BORROWER WILL, AND WILL CAUSE
EACH OF THE SUBSIDIARIES TO, CONDUCT ITS BUSINESS AND AFFAIRS WITHOUT
INFRINGEMENT OF OR INTERFERENCE WITH ANY INTELLECTUAL PROPERTY (AS DEFINED IN
THE DOMESTIC SECURITY AGREEMENT) OF ANY OTHER PERSON IN ANY MATERIAL RESPECT AND
SHALL COMPLY IN ALL MATERIAL RESPECTS WITH THE TERMS OF ITS LICENSES (AS DEFINED
IN THE DOMESTIC SECURITY AGREEMENT).
SECTION 5.16. LANDLORD LIEN WAIVERS, MORTGAGEE AGREEMENTS AND BAILEE LETTERS. AS
REASONABLY REQUESTED BY THE COLLATERAL AGENT, THE PARENT BORROWER WILL, AND WILL
CAUSE EACH OF THE SUBSIDIARIES TO, USE COMMERCIALLY REASONABLE EFFORTS TO OBTAIN
A LANDLORD LIEN WAIVER, MORTGAGEE AGREEMENT OR BAILEE LETTER, AS APPLICABLE,
FROM THE LESSOR OF EACH LEASED PROPERTY, MORTGAGEE OF OWNED PROPERTY OR BAILEE
WITH RESPECT TO ANY WAREHOUSE, PROCESSOR OR CONVERTER FACILITY OR OTHER LOCATION
WHERE COLLATERAL IS STORED OR LOCATED, WHICH AGREEMENT OR LETTER SHALL CONTAIN A
WAIVER OR SUBORDINATION OF ALL LIENS OR CLAIMS THAT THE LANDLORD, MORTGAGEE OR
BAILEE MAY ASSERT AGAINST THE COLLATERAL AT THAT LOCATION, AND SHALL OTHERWISE
BE REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COLLATERAL AGENT. EACH
LOAN PARTY SHALL TIMELY AND FULLY PAY AND PERFORM ITS OBLIGATIONS UNDER ALL
LEASES AND OTHER AGREEMENTS WITH RESPECT TO EACH LEASED LOCATION OR PUBLIC
WAREHOUSE WHERE ANY COLLATERAL IS OR MAY BE LOCATED.
SECTION 5.17. DEPOSITORY BANKS. THE PARENT BORROWER WILL, AND WILL CAUSE EACH OF
THE SUBSIDIARIES TO, MAINTAIN A BANK REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE
AGENT AS ITS PRINCIPAL DEPOSITORY BANK, INCLUDING FOR THE MAINTENANCE OF
OPERATING, ADMINISTRATIVE, CASH MANAGEMENT, COLLECTION ACTIVITY, AND OTHER
DEPOSIT ACCOUNTS FOR THE CONDUCT OF ITS BUSINESS.
SECTION 5.18. ERISA. THE PARENT BORROWER WILL, AND WILL CAUSE EACH OF THE
SUBSIDIARIES TO, ESTABLISH, MAINTAIN AND OPERATE ALL PLANS TO COMPLY IN ALL
MATERIAL RESPECTS WITH
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THE PROVISIONS OF ERISA, THE CODE, AND ALL OTHER APPLICABLE LAWS, AND THE
REGULATIONS AND INTERPRETATIONS THEREUNDER OTHER THAN TO THE EXTENT THAT THE
LOAN PARTIES ARE IN GOOD FAITH CONTESTING BY APPROPRIATE PROCEEDINGS THE
VALIDITY OR IMPLICATION OF ANY SUCH PROVISION, LAW, RULE, REGULATION OR
INTERPRETATION.
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 Parent Borrower covenants and agrees with the Lenders
that:
SECTION 6.01. INDEBTEDNESS. THE PARENT BORROWER WILL NOT, AND WILL NOT PERMIT
ANY SUBSIDIARY TO, CREATE, INCUR, ASSUME OR PERMIT TO EXIST ANY INDEBTEDNESS,
EXCEPT:
(I) INDEBTEDNESS CREATED UNDER THE LOAN