REGULATIONS AND ORDERS THE
NON-COMPLIANCE WITH WHICH, INDIVIDUALLY OR IN THE AGGREGATE, WOULD NOT
REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE CHANGE.
SECTION 6.07.
FORMATION OF SUBSIDIARIES AND INACTIVE SUBSIDIARIES.
AT THE TIME
THAT ANY BORROWER FORMS ANY DIRECT OR INDIRECT SUBSIDIARY, ACQUIRES ANY DIRECT
OR INDIRECT SUBSIDIARY OR REACTIVATES AN INACTIVE SUBSIDIARY AFTER THE CLOSING
DATE, SUCH BORROWER SHALL CAUSE SUCH NEW OR REACTIVATED SUBSIDIARY TO PROVIDE TO
THE LENDER A JOINDER TO THIS AGREEMENT AND THE INTERCOMPANY SUBORDINATION
AGREEMENT, TOGETHER WITH SUCH OTHER DOCUMENTS ALL IN FORM AND SUBSTANCE
SATISFACTORY TO THE LENDER.
ANY DOCUMENT, AGREEMENT, OR INSTRUMENT EXECUTED OR
ISSUED PURSUANT TO THIS SECTION 6.07 SHALL BE A LOAN DOCUMENT.
ARTICLE VII
NEGATIVE COVENANTS
Each Borrower covenants and agrees that, until payment in full of all
Obligations, such Borrower shall comply with all covenants contained in this
Article VII.
SECTION 7.01.
INDEBTEDNESS.
EACH OF THE BORROWERS SHALL NOT, EITHER DIRECTLY
OR INDIRECTLY, CREATE, ASSUME, INCUR OR HAVE OUTSTANDING ANY INDEBTEDNESS, OR
BECOME LIABLE, WHETHER AS ENDORSER, GUARANTOR, SURETY OR OTHERWISE, FOR ANY DEBT
OR OBLIGATION OF ANY OTHER PERSON, EXCEPT:
(A)
THE SENIOR INDEBTEDNESS;
(B)
THE OBLIGATIONS;
(C)
INDEBTEDNESS SET FORTH ON SCHEDULE 4.19 OF THE SENIOR CREDIT
AGREEMENT AND ANY REFINANCING INDEBTEDNESS IN RESPECT OF SUCH INDEBTEDNESS;
(D)
PERMITTED PURCHASE MONEY INDEBTEDNESS AND ANY REFINANCING
INDEBTEDNESS IN RESPECT OF SUCH INDEBTEDNESS;
(E)
ENDORSEMENT FOR COLLECTION OR DEPOSIT OF INSTRUMENTS OR OTHER
PAYMENT ITEMS FOR DEPOSIT AND ANY COMMERCIAL PAPER SECURED IN THE ORDINARY
COURSE OF BUSINESS;
(F)
OBLIGATIONS OF THE BORROWERS AND THEIR SUBSIDIARIES FOR TAXES,
ASSESSMENTS, MUNICIPAL OR OTHER GOVERNMENTAL CHARGES;
(G)
INDEBTEDNESS COMPOSING PERMITTED INVESTMENTS; AND
(H)
OBLIGATIONS OF THE BORROWERS AND THEIR SUBSIDIARIES FOR ACCOUNTS
PAYABLE, OTHER THAN FOR MONEY BORROWED, INCURRED IN THE ORDINARY COURSE OF
BUSINESS.
SECTION 7.02.
ENCUMBRANCES.
THE BORROWERS AND THEIR SUBSIDIARIES SHALL NOT,
EITHER DIRECTLY OR INDIRECTLY, CREATE, ASSUME, INCUR OR SUFFER OR PERMIT TO
EXIST ANY LIEN OR CHARGE OF ANY KIND OR CHARACTER UPON ANY ASSET OF ANY BORROWER
OR SUBSIDIARY, WHETHER OWNED AT THE DATE HEREOF OR HEREAFTER ACQUIRED, EXCEPT:
(A)
LIENS FOR TAXES, ASSESSMENTS OR OTHER GOVERNMENTAL CHARGES OR
LEVIES NOT YET DELINQUENT, DO NOT HAVE PRIORITY OVER THE AGENT'S LIENS OR WHICH
ARE BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS IN SUCH A MANNER AS
NOT TO MAKE THE PROPERTY FORFEITABLE;
(B)
JUDGMENT LIENS THAT DO NOT CONSTITUTE AN EVENT OF DEFAULT UNDER
SECTION 7.7 OF THE SENIOR CREDIT AGREEMENT;
(C)
LIENS SET FORTH ON SCHEDULE P-2 TO THE SENIOR CREDIT AGREEMENT,
PROVIDED THAT ANY SUCH LIEN ONLY SECURES THE INDEBTEDNESS THAT IT SECURES ON THE
CLOSING DATE AND ANY REFINANCING INDEBTEDNESS IN RESPECT THEREOF;
(D)
LIENS OR CHARGES INCIDENTAL TO THE CONDUCT OF ITS BUSINESS OR THE
OWNERSHIP OF ITS PROPERTY AND ASSETS WHICH WERE NOT INCURRED IN CONNECTION WITH
THE BORROWING OF MONEY OR THE OBTAINING OF AN ADVANCE OR CREDIT, AND WHICH DO
NOT IN THE AGGREGATE MATERIALLY DETRACT FROM THE VALUE OF ITS PROPERTY OR