NECESSARY TO OWN AND OPERATE FACILITIES
AND TO COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS, EXCEPT FOR SUCH
NON-MAINTENANCE OR NON-COMPLIANCE AS WOULD NOT BE REASONABLY EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
SECTION 6.12.
TRANSACTIONS WITH OFFICERS, DIRECTORS AND AFFILIATES.
(A)
NO CREDIT PARTY SHALL, AND EACH CREDIT PARTY SHALL CAUSE EACH OF
ITS SUBSIDIARIES NOT TO, ENGAGE IN TRANSACTIONS WITH THEIR RESPECTIVE OFFICERS
AND DIRECTORS OTHER THAN ON AN ARMS-LENGTH BASIS.
(B)
EACH CREDIT PARTY SHALL, AND SHALL CAUSE EACH OF ITS SUBSIDIARIES
TO, EXERCISE REASONABLE BUSINESS JUDGMENT IN ENTERING IN TRANSACTIONS WITH THEIR
AFFILIATES.
ARTICLE VII
NEGATIVE COVENANTS
So long as any principal of, or interest on, any Loan or fee due hereunder
remains unpaid, or any portion of the Commitments remains in force, the Company
shall not, and shall not permit any of its Subsidiaries to, directly or
indirectly:
SECTION 7.01.
LIENS, NEGATIVE PLEDGES.
MAKE, CREATE, INCUR, ASSUME OR SUFFER
TO EXIST ANY LIEN OF ANY NATURE UPON OR WITH RESPECT TO ANY OF THEIR RESPECTIVE
PROPERTIES, WHETHER NOW OWNED OR HEREAFTER ACQUIRED, EXCEPT:
61
(A)
LIENS SECURING INDEBTEDNESS AND OTHER OBLIGATIONS EXISTING ON THE
EFFECTIVE DATE, AND, IN THE CASE OF LIENS SECURING INDEBTEDNESS AND OTHER
OBLIGATIONS IN EXCESS OF $1,000,000 SET FORTH IN SCHEDULE 7.01;
(B)
LIENS CONSISTING OF JUDGMENT OR JUDICIAL ATTACHMENT LIENS,
PROVIDED THAT THE ENFORCEMENT OF SUCH LIENS IS EFFECTIVELY STAYED AND ALL SUCH
LIENS IN THE AGGREGATE AT ANY TIME OUTSTANDING FOR THE COMPANY AND ITS
SUBSIDIARIES DO NOT EXCEED $50,000,000;
(C)
LIENS SECURING OBLIGATIONS NOT EXCEEDING $100,000,000 IN THE
AGGREGATE ON THE ASSETS OF SINGLE PURPOSE SUBSIDIARIES;
(D)
PERMITTED LIENS;
(E)
LIENS IN CONNECTION WITH SYNTHETIC LEASES PERMITTED UNDER
SECTION 7.05;
(F)
(I) ANY LIEN THAT REPLACES, EXTENDS OR RENEWS ANY LIEN SECURING
ANY INDEBTEDNESS PERMITTED HEREUNDER, PROVIDED SUCH REPLACEMENT, EXTENSION OR
RENEWAL LIEN SHALL NOT ENCUMBER ANY ADDITIONAL PROPERTY; (II) ANY LIEN ON
PROPERTY PREVIOUSLY SUBJECT TO A SYNTHETIC LEASE, PROVIDED (A) SUCH LIEN SECURES
INDEBTEDNESS USED TO REFINANCE OR REPLACE SUCH SYNTHETIC LEASE AND (B) THE
AGGREGATE PRINCIPAL AMOUNT OF SUCH INDEBTEDNESS DOES NOT EXCEED THE FAIR VALUE
ATTRIBUTABLE TO THE PROPERTY SUBJECT TO THE SYNTHETIC LEASE AT THE TIME SUCH
PROPERTY IS BEING REFINANCED OR REPLACED; AND
(G)
LIENS NOT OTHERWISE PERMITTED BY THE FOREGOING CLAUSES OF THIS
SECTION PROVIDED THAT THE AGGREGATE AMOUNT OF INDEBTEDNESS OR OTHER OBLIGATIONS
SECURED BY SUCH OTHER LIENS PERMITTED BY THIS SUBSECTION (G) DOES NOT AT ANY
TIME EXCEED AN AMOUNT EQUAL TO 7.5% OF THE COMPANY'S CONSOLIDATED TANGIBLE
ASSETS, DETERMINED AS OF THE END OF THE IMMEDIATELY PRECEDING FISCAL QUARTER.
SECTION 7.02.
DISPOSITIONS.
MAKE ANY DISPOSITION OF ITS PROPERTY, WHETHER NOW
OWNED OR HEREAFTER ACQUIRED, EXCEPT FOR:
(A)
PERMITTED DISPOSITIONS;
(B)
ANY DISPOSITION CONSISTING OF A MERGER OR CONSOLIDATION PERMITTED
PURSUANT TO SECTION 7.03; AND
(C)
DISPOSITIONS OF ASSETS NOT OTHERWISE PERMITTED HEREUNDER WHICH ARE
MADE FOR FAIR MARKET VALUE; PROVIDED, THAT ASSETS SO DISPOSED IN ANY FISCAL YEAR
CONTRIBUTED NO MORE THAN 5% TO THE COMPANY'S CONSOLIDATED