EXTENT REQUIRED
PURSUANT TO ENVIRONMENTAL LAW, AND KEEP THE ADMINISTRATIVE AGENT REASONABLY
INFORMED OF SUCH ACTIONS AND THE RESULTS THEREOF.
SECTION 5.13. MAINTENANCE OF RATINGS.
THE BORROWER WILL USE COMMERCIALLY
REASONABLE EFFORTS TO OBTAIN AS PROMPTLY AS PRACTICABLE AND THEREAFTER MAINTAIN
CONTINUOUSLY IN EFFECT A CORPORATE RATING FROM S&P AND A PUBLIC CORPORATE FAMILY
RATING FROM MOODY'S, IN EACH CASE IN RESPECT OF THE BORROWER, AND A PUBLIC
RATING OF THE CREDIT FACILITY PROVIDED UNDER THIS AGREEMENT BY EACH OF S&P AND
MOODY'S.
SECTION 5.14. CERTAIN POST-FUNDING COLLATERAL OBLIGATIONS.
AS PROMPTLY AS
PRACTICABLE AFTER THE FUNDING DATE, AND IN ANY EVENT WITHIN THE TIME PERIOD
DETERMINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE DEFINITION OF "COLLATERAL
AND GUARANTEE REQUIREMENT", DELIVER ALL MORTGAGES AND CONTROL AGREEMENTS THAT
WOULD HAVE BEEN REQUIRED TO BE DELIVERED ON THE FUNDING DATE (OR, IF LATER,
WITHIN 60 DAYS AFTER THE CLOSING DATE, IN THE CASE OF CONTROL AGREEMENTS) BUT
FOR THE LAST SENTENCE OF SUCH DEFINITION, EXCEPT TO THE EXTENT OTHERWISE AGREED
IN WRITING BY THE ADMINISTRATIVE AGENT PURSUANT TO ITS AUTHORITY UNDER SUCH
DEFINITION.
SECTION 5.15. DEPOSIT OF CERTAIN PROCEEDS.
(I) DIRECT ALL OF ITS COLLECTIONS
WITH REGARD TO ACCOUNTS RECEIVABLE AND INVENTORY OF LOAN PARTIES DIRECTLY TO
DEPOSIT ACCOUNTS OR SECURITIES ACCOUNTS MAINTAINED WITH A DOMESTIC OR CANADIAN
OFFICE OR BRANCH OF A DEPOSITARY BANK OR SECURITIES INTERMEDIARY; PROVIDED THAT
COLLECTIONS WITH REGARD TO SUCH ACCOUNTS RECEIVABLE AND INVENTORY IN AGGREGATE
AMOUNT NOT EXCEED $15,000,000 DURING ANY CALENDAR MONTH MAY BE DEPOSITED IN
CANADIAN DEPOSITARY ACCOUNTS OF SSC CANADA SO LONG AS NO LATER THAN 30 DAYS
FOLLOWING THE END OF EACH SUCH
89
MONTH, SUCH COLLECTIONS ARE SETTLED THROUGH THE INTERCOMPANY ACCOUNTING
PROCEDURES OF THE BORROWER AND THE SUBSIDIARIES AND (II) PENDING THE APPLICATION
THEREOF IN ACCORDANCE WITH SECTION 2.13, DEPOSIT THE NET CASH PROCEEDS RECEIVED
IN RESPECT OF ANY ASSET SALE OCCURRING ON OR AFTER THE FUNDING DATE (TO THE
EXTENT REQUIRED TO BE APPLIED TO THE PREPAYMENT OF TERM LOANS PURSUANT TO
SECTION 2.13) OR FROM THE ISSUANCE OF PERMITTED NOTES IN ACCORDANCE WITH
SECTION 6.01(M)(I) IN A TERM SWEEP ACCOUNT.
ARTICLE VI
NEGATIVE COVENANTS
The Borrower covenants and agrees with the Administrative Agent and each Lender
that, from and after the Funding Date (subject to the condition precedent to the
Funding Date set forth in Section 4.02(k)) and for so long as this Agreement
shall remain in effect, or the principal of or interest on any Loan, Fees or any
other expenses or amounts payable under any Loan Document shall remain unpaid,
unless the Required Lenders shall otherwise consent in writing, it will not, and
will not cause or permit any of the Subsidiaries to:
SECTION 6.01. INDEBTEDNESS.
CREATE, INCUR, ASSUME OR PERMIT TO EXIST ANY
INDEBTEDNESS OR ATTRIBUTABLE INDEBTEDNESS; PROVIDED THAT THE BORROWER AND ITS
SUBSIDIARIES MAY INCUR INDEBTEDNESS IF, AFTER GIVING EFFECT TO THE INCURRENCE
THEREOF AND ANY SUBSTANTIALLY SIMULTANEOUS APPLICATION OF PROCEEDS THEREOF, THE
PRO FORMA INTEREST COVERAGE RATIO WOULD BE GREATER THAN 2:00 TO