STOCK OR OTHER EQUITY INTERESTS THEREOF CREATED OR ACQUIRED
IN CONNECTION WITH SUCH PERMITTED ACQUISITION SHALL BE PLEDGED FOR THE BENEFIT
OF THE SECURED PARTIES PURSUANT TO (AND TO THE EXTENT REQUIRED BY) SECTION 5.09
OF THE CREDIT AGREEMENT AND THE TERMS OF THE GUARANTEE AND COLLATERAL AGREEMENT.
(C)
THE BORROWER WILL CAUSE EACH SUBSIDIARY
WHICH IS FORMED TO EFFECT, OR IS ACQUIRED PURSUANT TO, A PERMITTED ACQUISITION
TO COMPLY WITH, AND TO EXECUTE AND DELIVER ALL OF THE DOCUMENTATION AS AND TO
THE EXTENT REQUIRED BY, SECTION 5.09, TO THE REASONABLE SATISFACTION OF THE
ADMINISTRATIVE AGENT.
(D)
THE CONSUMMATION OF EACH PERMITTED
ACQUISITION SHALL BE DEEMED TO BE A REPRESENTATION AND WARRANTY BY EACH OF
HOLDINGS AND THE BORROWER THAT THE CERTIFICATIONS PURSUANT TO THIS SECTION 5.12
ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AND THAT ALL CONDITIONS THERETO
HAVE BEEN SATISFIED (OR WAIVED) AND THAT SAME IS PERMITTED IN ACCORDANCE WITH
THE TERMS OF THIS AGREEMENT, WHICH REPRESENTATION AND WARRANTY SHALL BE DEEMED
TO BE A REPRESENTATION AND WARRANTY FOR ALL PURPOSES HEREUNDER, INCLUDING,
WITHOUT LIMITATION, ARTICLES III AND VII.
ARTICLE VI
NEGATIVE COVENANTS
The Borrower and, solely with respect to Sections 6.04(c) and 6.09(b), Holdings
covenants and agrees that, until the Termination Date, will not, nor will they
cause or permit any of the Restricted Subsidiaries to:
Section 6.01.
Limitation on Incurrence of Indebtedness and Issuance of
Disqualified Stock and Preferred Stock.
(a)
Directly or indirectly, create,
incur, issue, assume, guarantee or otherwise become directly or indirectly
liable, contingently or otherwise (collectively, "incur" and collectively, an
"incurrence") with respect to any Indebtedness (including Acquired Indebtedness)
and the Borrower and the Restricted Guarantors will not issue any shares of
Disqualified Stock and will not permit any Restricted Subsidiary that is not a
Guarantor to issue any shares of Disqualified Stock or Preferred Stock;
provided, however, that the Borrower and the Restricted Guarantors may incur
Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified
Stock, and any Restricted Subsidiary that is not a Guarantor may incur
Indebtedness (including Acquired Indebtedness), and issue shares of Disqualified
Stock or issue shares of Preferred Stock, (A) if the Total Net Leverage Ratio at
the time such additional Indebtedness is incurred or such Disqualified Stock or
Preferred Stock is issued would have been no greater than 7:00 to 1.00,
determined on a pro forma basis (including a pro forma application of the net
proceeds therefrom), as if the additional Indebtedness had been incurred, or the
Disqualified Stock or Preferred Stock had been issued, as the case may be, and
the application of proceeds therefrom had occurred at the beginning of the most
recently ended four fiscal quarters for which Section 5.04 Financials have been
delivered to the Administrative Agent and (B) no Event of Default shall have
occurred and be continuing or would occur as a consequence thereof; provided,
further, that (x) any incurrence of Indebtedness or issuance of Disqualified
Stock or Preferred Stock by a Restricted Subsidiary that is not a