the calculations (in reasonable detail)
required by preceding clauses (iii), (iv) and (v).
(B)
AT THE TIME OF EACH PERMITTED ACQUISITION INVOLVING THE CREATION
OR ACQUISITION OF A SUBSIDIARY, OR THE ACQUISITION OF CAPITAL STOCK OR OTHER
EQUITY INTEREST OF ANY PERSON, THE CAPITAL STOCK OR OTHER EQUITY INTERESTS
THEREOF CREATED OR ACQUIRED IN CONNECTION WITH SUCH PERMITTED ACQUISITION SHALL
BE PLEDGED FOR THE BENEFIT OF THE SECURED CREDITORS PURSUANT TO (AND TO THE
EXTENT REQUIRED BY) THE PLEDGE 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,
SECTIONS 9.12 AND 10.15, TO THE REASONABLE SATISFACTION OF THE ADMINISTRATIVE
AGENT.
SECTION 10.
Negative Covenants.
The Borrower hereby covenants and
agrees that on and after the Effective Date and until the Total Commitment has
terminated and the Term Loans and Notes (in each case, together with interest
thereon), Fees and all other Obligations (other than any indemnities described
in Section 13.13 which are not then due and payable) incurred hereunder and
thereunder, are paid in full:
10.01.
LIENS.
THE BORROWER WILL NOT, AND WILL NOT PERMIT ANY OF ITS
SUBSIDIARIES TO, CREATE, INCUR, ASSUME OR SUFFER TO EXIST ANY LIEN UPON OR WITH
RESPECT TO ANY PROPERTY OR ASSETS (REAL OR PERSONAL, TANGIBLE OR INTANGIBLE) OF
THE BORROWER OR ANY OF ITS SUBSIDIARIES, WHETHER NOW OWNED OR HEREAFTER
ACQUIRED, OR SELL ANY SUCH PROPERTY OR ASSETS SUBJECT TO AN UNDERSTANDING OR
AGREEMENT, CONTINGENT OR OTHERWISE, TO REPURCHASE SUCH PROPERTY OR ASSETS
(INCLUDING SALES OF ACCOUNTS RECEIVABLE WITH RECOURSE TO THE BORROWER OR ANY OF
ITS SUBSIDIARIES), OR ASSIGN ANY RIGHT TO RECEIVE INCOME OR PERMIT THE FILING OF
ANY FINANCING STATEMENT UNDER THE UCC OR ANY OTHER SIMILAR NOTICE OF LIEN UNDER
ANY SIMILAR RECORDING OR NOTICE STATUTE; PROVIDED THAT THE PROVISIONS OF THIS
SECTION 10.01 SHALL NOT PREVENT THE CREATION, INCURRENCE, ASSUMPTION OR
EXISTENCE OF THE FOLLOWING (LIENS DESCRIBED BELOW ARE HEREIN REFERRED TO AS
"PERMITTED LIENS"):
(I)
INCHOATE LIENS FOR TAXES, ASSESSMENTS OR GOVERNMENTAL CHARGES OR
LEVIES NOT YET DUE OR LIENS FOR TAXES, ASSESSMENTS OR GOVERNMENTAL CHARGES OR
LEVIES BEING
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contested in good faith and by appropriate proceedings for which adequate
reserves have been established in accordance with GAAP;
(II)
LIENS IN RESPECT OF PROPERTY OR ASSETS OF THE BORROWER OR ANY OF
ITS SUBSIDIARIES IMPOSED BY LAW, WHICH WERE INCURRED IN THE ORDINARY COURSE OF
BUSINESS AND DO NOT SECURE INDEBTEDNESS FOR BORROWED MONEY, SUCH AS CARRIERS',
WAREHOUSEMEN'S, MATERIALMEN'S AND MECHANICS' LIENS AND OTHER SIMILAR LIENS
ARISING IN THE ORDINARY COURSE OF BUSINESS, AND (X) WHICH DO NOT IN THE
AGGREGATE MATERIALLY DETRACT FROM THE VALUE OF THE BORROWER'S OR SUCH
SUBSIDIARY'S PROPERTY OR ASSETS OR MATERIALLY IMPAIR THE USE THEREOF IN THE
OPERATION OF THE BUSINESS OF THE BORROWER OR SUCH SUBSIDIARY OR (Y) WHICH ARE
BEING CONTESTED IN GOOD FAITH BY APPROPRIATE