OTHER GENERAL CORPORATE
PURPOSES, (II) TO FUND FUTURE PERMITTED ACQUISITIONS, (III) TO FUND FOREIGN
SUBSIDIARIES, SUBJECT TO THE TERMS SET FORTH IN SECTION 7.02(F) HEREOF AND
(IV) TO PAY TRANSACTION COSTS RELATED TO THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREUNDER.
(B)
NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THE PROCEEDS OF THE
CREDIT EXTENSIONS BE USED IN CONTRAVENTION OF ANY LAW OR ANY LOAN DOCUMENT.
SECTION 6.12
ADDITIONAL DOMESTIC SUBSIDIARIES.
Simultaneously with (or within such longer period as the Administrative Agent
may provide in writing in its sole discretion) any Permitted Acquisition or
formation of any Domestic Subsidiary:
(A)
NOTIFY THE ADMINISTRATIVE AGENT THEREOF IN WRITING, TOGETHER WITH
(I) JURISDICTION OF FORMATION, (II) NUMBER OF SHARES OF EACH CLASS OF EQUITY
INTEREST OUTSTANDING, WHERE APPLICABLE, (III) NUMBER AND PERCENTAGE OF
OUTSTANDING SHARES OF EACH CLASS OWNED (DIRECTLY OR INDIRECTLY) BY ANY LOAN
PARTY OR ANY DOMESTIC SUBSIDIARY AND (IV) NUMBER AND EFFECT, IF EXERCISED, OF
ALL OUTSTANDING OPTIONS, WARRANTS, RIGHTS OF CONVERSION OR PURCHASE AND ALL
OTHER SIMILAR RIGHTS WITH RESPECT THERETO; AND
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(B)
CAUSE SUCH DOMESTIC SUBSIDIARY TO (A) BECOME A BORROWER OR A
GUARANTOR (TO BE DETERMINED BY THE ADMINISTRATIVE AGENT IN ITS SOLE DISCRETION)
BY EXECUTING AND DELIVERING TO THE ADMINISTRATIVE AGENT A JOINDER AGREEMENT OR
SUCH OTHER DOCUMENT AS THE ADMINISTRATIVE AGENT SHALL DEEM APPROPRIATE FOR SUCH
PURPOSE, AND (B) DELIVER TO THE ADMINISTRATIVE AGENT DOCUMENTS OF THE TYPES
REFERRED TO IN SECTION 4.01(B), (C), (D), AND (E) (WHICH, IN THE CASE OF ANY
COLLATERAL AGREEMENT OF ANY APPLICABLE ACQUISITION DOCUMENT, SHALL BE SIGNED BY
THE SELLER THEREOF) AND OPINIONS OF COUNSEL TO SUCH PERSON (WHICH SHALL COVER,
AMONG OTHER THINGS, THE LEGALITY, VALIDITY, BINDING EFFECT AND ENFORCEABILITY OF
THE DOCUMENTATION REFERRED TO IN CLAUSE (A)), ALL IN FORM, CONTENT AND SCOPE
REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT.
SECTION 6.13
ERISA COMPLIANCE.
DO, AND CAUSE EACH OF ITS ERISA
AFFILIATES TO DO, EACH OF THE FOLLOWING:
(A) MAINTAIN EACH PLAN IN COMPLIANCE
IN ALL MATERIAL RESPECTS WITH THE APPLICABLE PROVISIONS OF ERISA, THE INTERNAL
REVENUE CODE AND OTHER FEDERAL OR STATE LAW; (B) CAUSE EACH PLAN THAT IS
QUALIFIED UNDER SECTION 401(A) OF THE INTERNAL REVENUE CODE TO MAINTAIN SUCH
QUALIFICATION; AND (C) MAKE ALL REQUIRED CONTRIBUTIONS TO ANY PLAN SUBJECT TO
SECTION 412 OF THE INTERNAL REVENUE CODE.
SECTION 6.14
PLEDGED ASSETS.
(A)
SUBJECT TO SECTIONS 6.14(C), AT ALL TIMES, (I) CAUSE ALL COLLATERAL
(OTHER THAN EXCLUDED ACCOUNTS) NOW OR HEREAFTER OWNED OR LEASED BY ANY LOAN
PARTY TO BE SUBJECT AT ALL TIMES TO FIRST PRIORITY, PERFECTED LIENS (EXCEPT FOR
PERMITTED LIENS) TO SECURE THE OBLIGATIONS PURSUANT TO THE TERMS AND CONDITIONS
OF THE COLLATERAL DOCUMENTS AND (II) DELIVER SUCH OTHER DOCUMENTATION AS THE
ADMINISTRATIVE AGENT MAY REASONABLY REQUEST IN CONNECTION WITH THE FOREGOING,
INCLUDING APPROPRIATE UCC FINANCING STATEMENTS, CERTIFIED RESOLUTIONS AND OTHER
ORGANIZATIONAL AND AUTHORIZING DOCUMENTS OF SUCH PERSON AND OPINIONS OF COUNSEL
TO SUCH PERSON (WHICH SHALL COVER, AMONG OTHER THINGS, THE LEGALITY, VALIDITY,
BINDING EFFECT AND ENFORCEABILITY OF THE