ACCOUNT IN WHICH FULL, TRUE AND CORRECT ENTRIES
IN CONFORMITY WITH GAAP AND ALL REQUIREMENTS OF LAW ARE MADE OF ALL DEALINGS AND
TRANSACTIONS IN RELATION TO ITS BUSINESS AND ACTIVITIES.
EACH COMPANY WILL
PERMIT ANY REPRESENTATIVES DESIGNATED BY THE LENDER TO VISIT AND INSPECT THE
FINANCIAL RECORDS AND THE PROPERTY OF SUCH COMPANY AT REASONABLE TIMES AND AS
OFTEN AS REASONABLY REQUESTED AND TO MAKE EXTRACTS FROM AND COPIES OF SUCH
FINANCIAL RECORDS, AND PERMIT ANY REPRESENTATIVES DESIGNATED BY THE LENDER TO
DISCUSS THE AFFAIRS, FINANCES, ACCOUNTS AND CONDITION OF ANY COMPANY WITH THE
OFFICERS AND EMPLOYEES THEREOF AND ADVISORS THEREFOR (INCLUDING INDEPENDENT
ACCOUNTANTS).
34
ARTICLE VI
NEGATIVE COVENANTS
Each Borrower warrants, covenants and agrees with the Lender that, so long as
this Agreement shall remain in effect and until the principal of and interest on
each Loan and all other expenses or amounts payable under any Transaction
Document have been paid in full, unless the Lender shall have otherwise
consented in writing, no Borrower will, nor will they cause or permit any
Subsidiaries thereof to:
SECTION 6.01
Indebtedness.
Incur, create, assume or permit to exist,
directly or indirectly, any Indebtedness, except
(A)
INDEBTEDNESS INCURRED UNDER THIS AGREEMENT
AND THE OTHER TRANSACTION DOCUMENTS;
(B)
(I) INDEBTEDNESS OUTSTANDING ON THE CLOSING
DATE AND LISTED ON SCHEDULE 6.01(B) AND (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 REASONABLE FEES AND EXPENSES ASSOCIATED THEREWITH, (B) SUCH
REFINANCING INDEBTEDNESS HAS A LATER OR EQUAL FINAL MATURITY AND LONGER OR EQUAL
WEIGHTED AVERAGE LIFE THAN THE INDEBTEDNESS BEING RENEWED OR REFINANCED AND
(C) THE COVENANTS, EVENTS OF DEFAULT, SUBORDINATION AND OTHER PROVISIONS THEREOF
(INCLUDING ANY GUARANTEES THEREOF) SHALL BE, IN THE AGGREGATE, NO LESS FAVORABLE
TO THE LENDER THAN THOSE CONTAINED IN THE INDEBTEDNESS BEING RENEWED OR
REFINANCED.
(C)
INDEBTEDNESS IN RESPECT OF ACCOUNTS PAYABLE
ARISING IN THE ORDINARY COURSE OF BUSINESS;
(D)
INDEBTEDNESS IN RESPECT OF WORKERS'
COMPENSATION CLAIMS, INSURANCE OBLIGATIONS AND LICENSING BONDS AND RELATED
INDEMNITY AGREEMENTS ARISING IN THE ORDINARY COURSE OF BUSINESS;
(E)
CONTINGENT OBLIGATIONS OF ANY BORROWER IN
RESPECT OF INDEBTEDNESS OTHERWISE PERMITTED UNDER THIS SECTION 6.01;
(F)
INDEBTEDNESS ARISING FROM THE HONORING BY
A BANK OR OTHER FINANCIAL INSTITUTION OF A CHECK, DRAFT OR SIMILAR INSTRUMENT
INADVERTENTLY (EXCEPT IN THE CASE OF DAYLIGHT OVERDRAFTS) DRAWN AGAINST
INSUFFICIENT FUNDS IN THE ORDINARY COURSE OF BUSINESS; PROVIDED, HOWEVER, THAT
SUCH INDEBTEDNESS IS EXTINGUISHED WITHIN FIVE BUSINESS DAYS OF INCURRENCE;
(G)
INDEBTEDNESS ARISING IN CONNECTION WITH
ENDORSEMENT OF INSTRUMENTS FOR DEPOSIT IN THE ORDINARY COURSE OF BUSINESS;
(H)
INDEBTEDNESS ARISING IN CONNECTION WITH A
PERMITTED RESIDUAL FINANCING; AND
(I)
INDEBTEDNESS, IN AN AGGREGATE AMOUNT NOT
IN EXCESS OF $500,000,000, INCURRED BY A NEW SPECIAL PURPOSE SUBSIDIARY OF A
BORROWER (THE "RE-WAREHOUSING SPV") TO FINANCE THE RE-WAREHOUSING BUSINESS (THE
"RE-WAREHOUSING INDEBTEDNESS"); PROVIDED, THAT, THERE WILL