FORMATION OR ACQUISITION,
DELIVER TO THE AGENT, UPON THE REQUEST OF THE COLLATERAL AGENT IN ITS SOLE
DISCRETION, A SIGNED COPY OF A FAVORABLE OPINION, ADDRESSED TO THE AGENT AND THE
LENDERS, OF COUNSEL FOR THE LOAN PARTIES REASONABLY ACCEPTABLE TO THE AGENT AS
TO THE MATTERS CONTAINED IN CLAUSES (A) AND (B) ABOVE, AS THE AGENT MAY
REASONABLY REQUEST, IN EACH CASE TO THE EXTENT THAT SUCH ADDITIONAL COLLATERAL
HAS A VALUE IN EXCESS OF $10,000,000.
(D)
AT ANY TIME AND FROM TIME TO TIME, PROMPTLY EXECUTE AND DELIVER
ANY AND ALL FURTHER INSTRUMENTS AND DOCUMENTS AND TAKE ALL SUCH OTHER ACTION
CONTEMPLATED UNDER THE SECURITY AGREEMENT B AS THE AGENT MAY REASONABLY DEEM
NECESSARY OR DESIRABLE IN OBTAINING THE FULL BENEFITS OF, OR IN PERFECTING AND
PRESERVING THE LIENS OF, SUCH GUARANTIES, PLEDGES, ASSIGNMENTS, SECURITY
AGREEMENT SUPPLEMENTS, INTELLECTUAL PROPERTY SECURITY AGREEMENT SUPPLEMENTS AND
SECURITY AGREEMENTS.
45
ARTICLE VI - NEGATIVE COVENANTS
The Company covenants and agrees with the Agent and the Lenders that prior to
the termination of this Agreement it will not, and will not suffer or permit any
of its Subsidiaries to, do any of the following:
SECTION 6.1
INDEBTEDNESS.
CREATE, INCUR, SUFFER OR PERMIT TO EXIST, OR ASSUME
OR GUARANTEE, DIRECTLY OR INDIRECTLY, OR BECOME OR REMAIN LIABLE WITH RESPECT TO
ANY INDEBTEDNESS, WHETHER DIRECT, INDIRECT, ABSOLUTE, CONTINGENT OR OTHERWISE,
EXCEPT THE FOLLOWING:
(A)
INDEBTEDNESS PURSUANT HERETO, THE GUARANTIES AND ANY OTHER LOAN
DOCUMENT;
(B)
INDEBTEDNESS UNDER THE TERM LOAN FACILITY IN AN AGGREGATE
PRINCIPAL AMOUNT (AS TO THE LOANS THEREUNDER) NOT TO EXCEED AT ANY TIME
OUTSTANDING THE DIFFERENCE BETWEEN $700,000,000 AND THE AGGREGATE AMOUNT OF ALL
PRINCIPAL PAYMENTS AND PREPAYMENTS MADE UNDER THE TERM LOAN FACILITY AFTER THE
DATE HEREOF;
(C)
IN ADDITION TO AND CUMULATIVE OF ANY OTHER INDEBTEDNESS PERMITTED
IN THIS SECTION 6, IN THE CASE OF THE COMPANY ONLY, UNSECURED BORROWED DEBT;
PROVIDED THAT, IMMEDIATELY BEFORE AND IMMEDIATELY AFTER THE INCURRENCE OF SUCH
UNSECURED BORROWED DEBT, THE COMPANY AND ITS SUBSIDIARIES SHALL BE IN PRO FORMA
COMPLIANCE WITH THE FINANCIAL COVENANTS SET FORTH IN SECTION 5.3 HEREOF;
(D)
INDEBTEDNESS SECURED BY LIENS PERMITTED BY SECTION 6.2 HEREOF;
(E)
SECURED INDEBTEDNESS OF THE COMPANY AND INDEBTEDNESS OF ANY ONE OR
MORE OF THE COMPANY'S SUBSIDIARIES, PROVIDED, THAT THE AGGREGATE AMOUNT OF ALL
SUCH INDEBTEDNESS OUTSTANDING AT ANY TIME (EXCLUSIVE OF INDEBTEDNESS PERMITTED
IN SECTION 6.1(I) HEREOF) MAY NOT EXCEED FIVE PERCENT (5%) OF CONSOLIDATED NET
WORTH;
(F)
OTHER LIABILITIES EXISTING ON THE DATE OF THIS AGREEMENT AND SET
FORTH ON SCHEDULE II ATTACHED HERETO, AND ALL RENEWALS AND EXTENSIONS (BUT NOT
INCREASES) THEREOF, PROVIDED THAT THERE SHALL BE NO MATERIAL CHANGE IN THE
OBLIGORS THEREUNDER;
(G)
CURRENT ACCOUNTS PAYABLE AND UNSECURED CURRENT LIABILITIES, NOT
THE RESULT OF BORROWINGS, TO VENDORS, SUPPLIERS AND PERSONS PROVIDING SERVICES,
FOR EXPENDITURES ON ORDINARY TRADE TERMS FOR GOODS AND SERVICES NORMALLY
REQUIRED BY THE COMPANY OR ANY OF ITS SUBSIDIARIES IN THE ORDINARY COURSE OF ITS
BUSINESS;
(H)
AGREEMENTS OF INTENT TO ACQUIRE A PERSON