REASONABLY REQUESTED BY THE ADMINISTRATIVE AGENT TO GRANT AND PERFECT SUCH
LIENS, INCLUDING ACTIONS DESCRIBED IN PARAGRAPH (A) OF THIS SECTION, ALL AT THE
EXPENSE OF THE LOAN PARTIES.
SECTION 5.14.
INTEREST RATE PROTECTION.
AS PROMPTLY AS PRACTICABLE AND IN ANY
EVENT WITHIN 15 DAYS AFTER THE CLOSING DATE, THE BORROWER WILL ENTER INTO, AND
FOR A PERIOD OF NOT LESS THAN THREE YEARS AFTER THE CLOSING DATE MAINTAIN IN
EFFECT, ONE OR MORE HEDGING AGREEMENTS, THE EFFECT OF WHICH IS TO FIX OR CAP THE
INTEREST RATES APPLICABLE TO AT LEAST 50% OF TERM LOANS, IN EACH CASE ON TERMS
AND CONDITIONS REASONABLY ACCEPTABLE, TAKING INTO ACCOUNT CURRENT MARKET
CONDITIONS, TO THE ADMINISTRATIVE AGENT.
EACH SUCH HEDGING AGREEMENT SHALL BE
ENTERED INTO WITH A PERSON THAT IS REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE
AGENT.
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SECTION 5.15.
ANNUAL RENEWAL OF RATING.
IF EITHER S&P OR MOODY'S SHALL HAVE A
RATING IN EFFECT AND SUCH RATING SHALL BE A CONFIDENTIAL OR PRIVATE RATING, THE
BORROWER SHALL CAUSE SUCH RATING TO BE REISSUED BY S&P OR MOODY'S, AS THE CASE
MAY BE, AT LEAST ONCE DURING EACH 12-MONTH PERIOD COMMENCING ON THE EFFECTIVE
DATE, AND SHALL PAY ANY FEES OR OTHER COSTS RELATED TO THE FOREGOING.
ARTICLE VI
NEGATIVE COVENANTS
Until the Commitments have expired or been terminated and the principal of and
interest on each Loan and all fees, expenses and other amounts payable (other
than contingent amounts not yet due) under any Loan Document have been paid in
full and all Letters of Credit have expired or been terminated and all LC
Disbursements have been reimbursed, the Borrower covenants and agrees with the
Lenders that:
SECTION 6.01.
INDEBTEDNESS; CERTAIN EQUITY SECURITIES.
(A)
THE 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 DOCUMENTS;
(II) INDEBTEDNESS EXISTING ON THE DATE HEREOF AND SET FORTH IN SCHEDULE 6.01;
(III) INDEBTEDNESS OF THE BORROWER TO ANY SUBSIDIARY AND OF ANY SUBSIDIARY TO
THE BORROWER OR ANOTHER SUBSIDIARY; PROVIDED THAT (A) ANY SUCH INDEBTEDNESS
SHALL NOT HAVE BEEN TRANSFERRED OR PLEDGED TO ANY THIRD PARTY, (B) ANY SUCH
INDEBTEDNESS OWED BY A LOAN PARTY SHALL BE UNSECURED AND SUBORDINATED TO THE
OBLIGATIONS ON TERMS CUSTOMARY FOR INTERCOMPANY SUBORDINATED INDEBTEDNESS, (C)
ANY SUCH INDEBTEDNESS OWED TO A LOAN PARTY SHALL BE EVIDENCED BY AN INTERCOMPANY
NOTE AND PLEDGED UNDER THE SECURITY DOCUMENTS AND (D) INDEBTEDNESS OF ANY
SUBSIDIARY THAT IS NOT A LOAN PARTY OWED TO A LOAN PARTY SHALL BE SUBJECT TO
CLAUSE (II) OF THE PROVISO IN PARAGRAPH (D) OF SECTION 6.04;
(IV) GUARANTEES BY THE BORROWER OF INDEBTEDNESS OF ANY SUBSIDIARY (OTHER THAN
ANY BROKER-DEALER SUBSIDIARY) AND BY ANY SUBSIDIARY OF INDEBTEDNESS OF THE
BORROWER OR ANY SUBSIDIARY; PROVIDED THAT GUARANTEES BY ANY LOAN PARTY OF
INDEBTEDNESS OF ANY SUBSIDIARY THAT IS NOT A LOAN PARTY SHALL BE SUBJECT TO
CLAUSE (II) OF THE PROVISO IN PARAGRAPH (D) OF SECTION 6.04;
(V) INDEBTEDNESS OF