ONLY AS A NON-RECOURSE
OBLIGATION, AND (II) CAUSE SUCH UNRESTRICTED SUBSIDIARY TO INCUR ANY SUCH
INDEBTEDNESS OR GUARANTY OBLIGATIONS RELATING TO BORROWED MONEY ONLY UNDER A
LOAN AGREEMENT, NOTE, LEASE, INSTRUMENT OR OTHER AGREEMENT THAT EXPRESSLY STATES
THAT SUCH INDEBTEDNESS IS BEING INCURRED BY SUCH UNRESTRICTED SUBSIDIARY AS A
NON-RECOURSE OBLIGATION (FOR THE AVOIDANCE OF DOUBT, THIS CLAUSE (II) IS NOT
INTENDED TO LIMIT ANY RESTRICTIONS SET FORTH ELSEWHERE IN THE LOAN DOCUMENTS).
7.17
DELIVERY OF ACCOUNT CONTROL AGREEMENTS.
(A). EACH LOAN PARTY SHALL
DELIVER TO ADMINISTRATIVE AGENT WITHIN FORTY-FIVE (45) DAYS AFTER THE DATE
HEREOF, AN ACCOUNT CONTROL AGREEMENT FOR EACH DEPOSIT ACCOUNT ESTABLISHED BY IT
WITH A FINANCIAL INSTITUTION, IN WHICH AT LEAST $100,000 WAS HELD AT ANY TIME
DURING THE 180 DAYS PRIOR TO THE DATE HEREOF, OTHER THAN PAYROLL, WITHHOLDING
TAX AND OTHER FIDUCIARY DEPOSIT ACCOUNTS, DULY EXECUTED BY BORROWER OR THE
APPLICABLE GUARANTOR AND THE FINANCIAL INSTITUTION WITH WHICH SUCH DEPOSIT
ACCOUNT IS HELD.
ARTICLE VIII
NEGATIVE COVENANTS
So long as the Issuing Lender or any Lender shall have any Commitment hereunder,
or any Loan or other Obligation shall remain unpaid or unsatisfied:
8.1
Limitation on Liens.
The Company and each Guarantor shall not,
and shall not permit any of the Restricted Subsidiaries to, directly or
indirectly, make, create, incur, assume or suffer to exist any Lien upon or with
respect to any part of its Property, whether now owned or hereafter acquired,
other than the following:
(A)
ANY LIEN ON PROPERTY OF THE COMPANY OR ANY RESTRICTED SUBSIDIARY
AS SET FORTH IN SCHEDULE 8.1 SECURING INDEBTEDNESS OUTSTANDING ON SUCH DATE;
(B)
ANY LIEN CREATED UNDER ANY LOAN DOCUMENT;
(C)
LIENS FOR TAXES, FEES, ASSESSMENTS OR OTHER GOVERNMENTAL CHARGES
WHICH ARE NOT DELINQUENT OR REMAIN PAYABLE WITHOUT PENALTY, OR TO THE EXTENT
THAT NON PAYMENT THEREOF IS PERMITTED BY SECTION 7.7;
(D)
CARRIERS', WAREHOUSEMEN'S, MECHANICS', LANDLORDS', MATERIALMEN'S,
REPAIRMEN'S OR OTHER SIMILAR LIENS ARISING IN THE ORDINARY COURSE OF BUSINESS
(WHETHER BY LAW OR BY CONTRACT) WHICH ARE NOT DELINQUENT OR REMAIN PAYABLE
WITHOUT PENALTY OR WHICH ARE BEING
65
CONTESTED IN GOOD FAITH AND BY APPROPRIATE PROCEEDINGS, WHICH PROCEEDINGS HAVE
THE EFFECT OF PREVENTING THE FORFEITURE OR SALE OF THE PROPERTY SUBJECT THERETO;
(E)
LIENS CONSISTING OF PLEDGES OR DEPOSITS REQUIRED IN THE ORDINARY
COURSE OF BUSINESS IN CONNECTION WITH WORKERS' COMPENSATION, UNEMPLOYMENT
INSURANCE AND OTHER SOCIAL SECURITY LEGISLATION;
(F)
EASEMENTS, RIGHTS OF WAY, RESTRICTIONS, DEFECTS OR OTHER
EXCEPTIONS TO TITLE AND OTHER SIMILAR ENCUMBRANCES INCURRED IN THE ORDINARY
COURSE OF BUSINESS WHICH, IN THE AGGREGATE, ARE NOT SUBSTANTIAL IN AMOUNT, ARE
NOT INCURRED TO SECURE INDEBTEDNESS, AND WHICH DO NOT IN ANY CASE MATERIALLY
DETRACT FROM THE VALUE OF THE PROPERTY SUBJECT THERETO OR INTERFERE WITH THE
ORDINARY CONDUCT OF THE BUSINESSES OF THE COMPANY, THE GUARANTORS AND THE
RESTRICTED SUBSIDIARIES;
(G)
LIENS ON THE PROPERTY OF THE COMPANY, ANY GUARANTOR OR ANY
RESTRICTED SUBSIDIARY OF SUCH PERSON SECURING (I) THE NON-DELINQUENT PERFORMANCE
OF BIDS, TRADE CONTRACTS (OTHER THAN FOR BORROWED MONEY) OR