APPLICABLE BANK SECRECY ACT ("BSA")
AND ANTI-MONEY LAUNDERING LAWS AND REGULATIONS AND (D) PAY, AND CAUSE EACH
RESTRICTED SUBSIDIARY TO PAY, PRIOR TO DELINQUENCY, ALL TAXES AND OTHER
GOVERNMENTAL CHARGES AGAINST IT, OTHER THAN THOSE (A) WHICH ARE BEING DILIGENTLY
CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS AND FOR WHICH ADEQUATE
RESERVES IN ACCORDANCE WITH GAAP SHALL HAVE BEEN SET ASIDE ON ITS BOOKS OR (B)
THE FILING OR AMOUNT OF WHICH IS NOT INDIVIDUALLY OR IN THE AGGREGATE MATERIAL.
10.5
MAINTENANCE OF EXISTENCE, ETC.
MAINTAIN AND PRESERVE, AND (SUBJECT
TO A MERGER PERMITTED UNDER SECTION 11.4) CAUSE EACH RESTRICTED SUBSIDIARY TO
MAINTAIN AND PRESERVE (A) ITS EXISTENCE AND GOOD STANDING IN THE JURISDICTION OF
ITS ORGANIZATION, EXCEPT IN CONNECTION WITH A MERGER OF ANY RESTRICTED
SUBSIDIARY INTO THE COMPANY OR A WHOLLY-OWNED RESTRICTED SUBSIDIARY AND (B) ITS
QUALIFICATION TO DO BUSINESS AND GOOD STANDING IN EACH JURISDICTION WHERE THE
NATURE OF ITS BUSINESS MAKES SUCH QUALIFICATION NECESSARY (OTHER THAN SUCH
JURISDICTIONS IN WHICH THE FAILURE TO BE QUALIFIED OR IN GOOD STANDING COULD NOT
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT).
10.6
USE OF PROCEEDS.
USE THE PROCEEDS OF THE LOANS, AND THE LETTERS OF
CREDIT, SOLELY FOR WORKING CAPITAL PURPOSES, FOR ACQUISITIONS PERMITTED BY
SECTION 11.5 AND FOR OTHER GENERAL BUSINESS PURPOSES AND OTHER LEGAL PURPOSES;
AND NOT USE OR PERMIT ANY PROCEEDS OF ANY LOAN TO BE USED, EITHER DIRECTLY OR
INDIRECTLY, FOR THE PURPOSE, WHETHER IMMEDIATE, INCIDENTAL OR ULTIMATE, OF
"PURCHASING OR CARRYING" ANY MARGIN STOCK, EXCEPT TO THE EXTENT SUCH PURCHASE OR
CARRYING WOULD NOT CAUSE A VIOLATION OF ANY LAW BY THE COMPANY OR ANY LENDER.
SECTION 11
NEGATIVE COVENANTS
Until the expiration or termination of the Commitments and thereafter until all
Obligations hereunder and under the other Loan Documents are paid in full (other
than contingent or indemnification obligations which survive the termination of
this Agreement) and all Letters of Credit have been terminated, the Company
agrees that, unless at any time the Required Lenders shall otherwise expressly
consent in writing, it will:
11.1
DEBT.
NOT, AND NOT PERMIT ANY RESTRICTED SUBSIDIARY TO, CREATE,
INCUR, ASSUME OR SUFFER TO EXIST ANY DEBT, EXCEPT:
45
(A)
OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS;
(B)
NONRECOURSE DEBT SECURED BY LIENS PERMITTED BY SECTION 11.2(D),
AND EXTENSIONS, RENEWALS AND REFINANCINGS THEREOF; PROVIDED THAT THE AGGREGATE
AMOUNT OF ALL SUCH NONRECOURSE DEBT AT ANY TIME OUTSTANDING SHALL NOT EXCEED
$100,000,000;
(C)
DEBT OF THE COMPANY TO ANY DOMESTIC RESTRICTED SUBSIDIARY OR DEBT
OF ANY DOMESTIC RESTRICTED SUBSIDIARY OF WHICH THE COMPANY OWNS, DIRECTLY OR
INDIRECTLY, NOT LESS THAN 80% OF THE CAPITAL SECURITIES OF SUCH SUBSIDIARY TO
THE COMPANY OR ANOTHER DOMESTIC RESTRICTED SUBSIDIARY; PROVIDED THAT SUCH DEBT
SHALL BE EVIDENCED BY A DEMAND NOTE AND THE OBLIGATIONS UNDER SUCH DEMAND NOTE
SHALL BE SUBORDINATED TO THE OBLIGATIONS OF THE COMPANY HEREUNDER IN A MANNER
REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT;
(D)
SUBORDINATED DEBT;
(E)
HEDGING OBLIGATIONS INCURRED FOR BONA FIDE HEDGING