AND, IF AN
EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, EACH LENDER (SUBJECT TO
RECEIPT BY SUCH BORROWER OF REASONABLE PRIOR NOTICE AND SUCH REASONABLE
CONFIDENTIALITY AGREEMENT AS MAY BE REQUIRED BY SUCH BORROWER), TO VISIT AND
INSPECT ANY OF ITS PROPERTIES AND EXAMINE AND MAKE ABSTRACTS FROM ANY OF ITS
BOOKS AND RECORDS, UPON REASONABLE PRIOR WRITTEN NOTICE, AT ANY REASONABLE TIME
AND AS OFTEN AS MAY REASONABLY BE DESIRED AND TO DISCUSS THE BUSINESS,
OPERATIONS, PROPERTIES AND FINANCIAL AND OTHER CONDITION OF SUCH BORROWER AND
ITS SUBSIDIARIES WITH OFFICERS AND EMPLOYEES OF SUCH BORROWER AND ITS
SUBSIDIARIES.
(F)
USE OF PROCEEDS. THE COMMITMENTS, LETTERS OF CREDIT AND THE PROCEEDS OF THE
ADVANCES HEREUNDER SHALL BE USED BY SUCH BORROWER ONLY IN ACCORDANCE WITH ALL
REQUIREMENTS OF LAW.
IN ADDITION, THE PROCEEDS OF THE ADVANCES SHALL BE USED BY
SUCH BORROWER FOR GENERAL CORPORATE PURPOSES, INCLUDING AS LIQUIDITY SUPPORT FOR
SUCH BORROWER'S COMMERCIAL PAPER PROGRAM, IF ANY.
SECTION 6.2.
NEGATIVE COVENANTS OF THE BORROWERS.
So long as this Agreement shall remain in effect, any Advance or any other
amount due hereunder shall remain unpaid, any Letter of Credit shall remain
outstanding or any Lender shall have any Commitment hereunder, each Borrower,
severally but not jointly, hereby agrees that it will not (and shall not permit
any of its Subsidiaries to) without the prior written consent of the Required
Lenders, directly or indirectly:
(A)
LIENS, ETC. CREATE, INCUR, ASSUME OR SUFFER TO EXIST ANY LIEN UPON ANY OF
ITS PROPERTY, ASSETS OR REVENUES, WHETHER NOW OWNED OR HEREAFTER ACQUIRED,
EXCEPT FOR:
(I)
LIENS FOR TAXES NOT YET DUE OR WHICH ARE
BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS, PROVIDED THAT ADEQUATE
RESERVES WITH RESPECT THERETO ARE MAINTAINED ON THE BOOKS OF SUCH BORROWER OR
ITS SUBSIDIARIES, AS THE CASE MAY BE, IN CONFORMITY WITH GAAP;
(II)
CARRIERS', WAREHOUSEMEN'S, MECHANICS',
MATERIALMEN'S, REPAIRMEN'S OR OTHER LIKE LIENS ARISING IN THE ORDINARY COURSE OF
BUSINESS WHICH ARE NOT OVERDUE FOR A PERIOD OF MORE THAN 60 DAYS OR WHICH ARE
BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS;
(III)
PLEDGES OR DEPOSITS IN CONNECTION WITH
WORKERS' COMPENSATION, UNEMPLOYMENT INSURANCE AND OTHER SOCIAL SECURITY
LEGISLATION, INCLUDING ANY LIEN SECURING LETTERS OF CREDIT ISSUED
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IN THE ORDINARY COURSE OF BUSINESS IN CONNECTION THEREWITH AND DEPOSITS SECURING
LIABILITIES TO INSURANCE CARRIERS UNDER INSURANCE AND SELF-INSURANCE PROGRAMS;
(IV)
DEPOSITS TO SECURE THE PERFORMANCE OF BIDS,
TRADE CONTRACTS (OTHER THAN FOR BORROWED MONEY), LEASES, STATUTORY OBLIGATIONS,
SURETY AND APPEAL BONDS, PERFORMANCE BONDS AND OTHER OBLIGATIONS OF A LIKE
NATURE INCURRED IN THE ORDINARY COURSE OF BUSINESS;
(V)
EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS AND
OTHER SIMILAR ENCUMBRANCES INCURRED IN THE ORDINARY COURSE OF BUSINESS WHICH, IN
THE AGGREGATE, ARE NOT SUBSTANTIAL IN AMOUNT AND WHICH DO NOT IN ANY CASE
MATERIALLY DETRACT FROM THE VALUE OF THE PROPERTY SUBJECT THERETO OR MATERIALLY
INTERFERE WITH THE ORDINARY CONDUCT OF THE BUSINESS OF SUCH BORROWER OR ITS
SUBSIDIARIES;
(VI)
ATTACHMENT, JUDGMENT OR OTHER SIMILAR LIENS
ARISING IN CONNECTION