FOR
A TERM, REASONABLY
115
SATISFACTORY TO THE ADMINISTRATIVE AGENT, PROVIDED THAT SUCH TERM SHALL NOT
EXCEED TWO YEARS UNLESS SO DETERMINED BY THE PARENT BORROWER.
6.11
POST-CLOSING SECURITY PERFECTION.
THE PARENT BORROWER AGREES TO
DELIVER OR CAUSE TO BE DELIVERED SUCH DOCUMENTS AND INSTRUMENTS, AND TAKE OR
CAUSE TO BE TAKEN SUCH OTHER ACTIONS AS MAY BE REASONABLY NECESSARY TO PROVIDE
THE PERFECTED SECURITY INTERESTS AND GUARANTEES DESCRIBED IN SUBSECTION
5.1(A)(II), 5.1(H) AND 5.1(I) THAT ARE NOT SO PROVIDED ON THE CLOSING DATE AND
TO SATISFY EACH OTHER CONDITION PRECEDENT THAT WAS NOT ACTUALLY SATISFIED, BUT
RATHER "DEEMED" SATISFIED ON THE CLOSING DATE PURSUANT TO THE PROVISIONS SET
FORTH IN SUBSECTION 5.1, AND IN ANY EVENT TO PROVIDE SUCH PERFECTED SECURITY
INTERESTS AND GUARANTEES AND TO SATISFY SUCH OTHER CONDITIONS WITHIN THE
APPLICABLE TIME PERIODS SET FORTH ON SCHEDULE 6.11, AS SUCH TIME PERIODS MAY BE
EXTENDED BY THE ADMINISTRATIVE AGENT, IN ITS SOLE DISCRETION.
SECTION 7.
NEGATIVE COVENANTS.
THE PARENT BORROWER HEREBY AGREES
THAT, FROM AND AFTER THE CLOSING DATE AND SO LONG AS THE REVOLVING COMMITMENTS
REMAIN IN EFFECT, AND THEREAFTER UNTIL PAYMENT IN FULL OF THE REVOLVING LOANS,
ALL REIMBURSEMENT OBLIGATIONS AND ANY OTHER AMOUNT THEN DUE AND OWING TO ANY
LENDER OR ANY AGENT HEREUNDER AND UNDER ANY NOTE, TERMINATION OR EXPIRATION OF
ALL LETTERS OF CREDIT (UNLESS CASH COLLATERALIZED OR OTHERWISE PROVIDED FOR IN A
MANNER REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT):
7.1
LIMITATION ON INDEBTEDNESS.
(A)
THE PARENT BORROWER WILL NOT, AND WILL NOT PERMIT ANY MATERIAL
RESTRICTED SUBSIDIARY TO INCUR ANY INDEBTEDNESS; PROVIDED, HOWEVER, THAT (X) THE
PARENT BORROWER OR ANY RESTRICTED SUBSIDIARY MAY INCUR INDEBTEDNESS IF ON THE
DATE OF THE INCURRENCE OF SUCH INDEBTEDNESS, AFTER GIVING EFFECT TO THE
INCURRENCE THEREOF, THE CONSOLIDATED COVERAGE RATIO WOULD BE EQUAL TO OR GREATER
THAN 2.00:1.00; AND (Y) THE AGGREGATE PRINCIPAL AMOUNT OF INDEBTEDNESS INCURRED
PURSUANT TO THE PRECEDING CLAUSE (X) BY RESTRICTED SUBSIDIARIES THAT ARE NOT
SUBSIDIARY GUARANTORS SHALL NOT EXCEED THE GREATER OF $100.0 MILLION AND 7.5% OF
CONSOLIDATED TANGIBLE ASSETS AT ANY TIME OUTSTANDING.
(B)
NOTWITHSTANDING THE FOREGOING PARAGRAPH (A), THE PARENT BORROWER
AND ITS RESTRICTED SUBSIDIARIES MAY INCUR THE FOLLOWING INDEBTEDNESS:
(I)
INDEBTEDNESS INCURRED PURSUANT TO ANY CREDIT FACILITY (INCLUDING
BUT NOT LIMITED TO IN RESPECT OF LETTERS OF CREDIT OR BANKERS' ACCEPTANCES
ISSUED OR CREATED THEREUNDER) AND INDEBTEDNESS INCURRED OTHER THAN UNDER ANY
CREDIT FACILITY, AND (WITHOUT LIMITING THE FOREGOING), IN EACH CASE, ANY
REFINANCING INDEBTEDNESS IN RESPECT THEREOF, IN A MAXIMUM PRINCIPAL AMOUNT AT
ANY TIME OUTSTANDING NOT EXCEEDING IN THE AGGREGATE THE AMOUNT EQUAL TO
(A) $3,500.0 MILLION, PLUS (B) IN THE EVENT OF ANY REFINANCING OF ANY SUCH
INDEBTEDNESS, THE AGGREGATE AMOUNT OF FEES, UNDERWRITING DISCOUNTS, PREMIUMS AND
OTHER COSTS AND EXPENSES INCURRED IN CONNECTION WITH SUCH REFINANCING, MINUS
(C) THE AGGREGATE PRINCIPAL AMOUNT OF DELAYED DRAW TERM LOANS (IF ANY)
CLASSIFIED BY THE PARENT BORROWER AS REFINANCING INDEBTEDNESS INCURRED PURSUANT
TO CLAUSE 7.1(B)(III) BELOW TO REFINANCE ANY 2007 NOTES OR 2009 NOTES, MINUS