SECTION 5.18 BEFORE AND AFTER ANY OF THE TRANSACTIONS
HEREINAFTER DESCRIBED, THE COMPANY OR ANY SUBSIDIARY MAY (I) UPON NOT LESS THAN
10 BUSINESS DAYS' PRIOR WRITTEN NOTICE TO THE AGENT AND THE LENDERS, MERGE OR
CONSOLIDATE WITH ANY OTHER PERSON, SO LONG AS THE COMPANY OR ANY OTHER
SUBSIDIARY IS THE SURVIVOR; (II) SELL, LEASE OR OTHERWISE DISPOSE OF (OR ENTER
INTO ANY COMMITMENT TO CONVEY, SELL, LEASE, TRANSFER OR OTHERWISE DISPOSE OF)
ALL OR ANY PART OF ITS BUSINESS OR ASSETS; (III) ACQUIRE BY PURCHASE OR
OTHERWISE ALL OF THE BUSINESS OR PROPERTY OF, OR STOCK OR OTHER EVIDENCE OF
BENEFICIAL OWNERSHIP OF, ANY PERSON OR (IV) CREATE OR ACQUIRE ANY NEW
SUBSIDIARIES.
(B)
WITH RESPECT TO EACH SUBSIDIARY THAT BECOMES A RESTRICTED SUBSIDIARY
AFTER THE EFFECTIVE DATE: (A) THE COMPANY WILL FURNISH TO THE LENDERS WRITTEN
NOTICE WITHIN 30 BUSINESS DAYS AFTER SUCH SUBSIDIARY BECOMES A RESTRICTED
SUBSIDIARY AND (B) THE COMPANY WILL, WITHIN 30 BUSINESS DAYS OF ANY WRITTEN
REQUEST THEREFOR BY THE AGENT AT THE DIRECTION OF THE MAJORITY LENDERS (I) CAUSE
SUCH SUBSIDIARY TO DULY EXECUTE AND DELIVER TO THE AGENT A GUARANTY PROPERLY
COMPLETED FOR SUCH SUBSIDIARY AND IN SUFFICIENT COUNTERPARTS FOR THE AGENT AND
THE LENDERS AND (II) FURNISH TO THE AGENT DOCUMENTS OF THE TYPE SPECIFIED IN
SECTIONS 3.1(A)(IV), (V) AND (VI) PROPERLY COMPLETED FOR SUCH SUBSIDIARY AND
DATED A DATE REASONABLY ACCEPTABLE TO THE AGENT.
NOTHING IN THIS AGREEMENT
SHALL OBLIGATE THE AGENT OR THE LENDERS TO RELEASE OR TERMINATE A GUARANTY OF
ANY GUARANTOR WHICH CEASES TO BE A RESTRICTED SUBSIDIARY.
Section 5.12
Liens.
Not, and not permit any
Subsidiary to, create, incur, assume or suffer to be created, incurred or exist
any Lien, or enter into or make any commitment to enter into any arrangement for
the acquisition of any property through conditional sale, lease-purchase, or
other title retention agreements with respect to property now owned or hereafter
acquired by the Company or any Subsidiary, except:
(A)
LIENS EXISTING ON THE EFFECTIVE DATE (OR SUCH OTHER DATE SET FORTH
IN SUCH SCHEDULE 5.12(A)) AND DESCRIBED IN SCHEDULE 5.12(A), AND LIENS ON THE
SAME PROPERTY SECURING ANY INDEBTEDNESS THE PROCEEDS OF WHICH ARE USED SOLELY TO
REFINANCE THE INDEBTEDNESS SECURED BY SUCH EXISTING LIENS;
(B)
DEPOSITS OR PLEDGES, OR CASH COLLATERAL GIVEN TO ANY FINANCIAL
INSTITUTION THAT HAS ISSUED A LETTER OF CREDIT, IN ANY CASE TO SECURE PAYMENT OF
WORKERS' COMPENSATION, UNEMPLOYMENT INSURANCE, OLD AGE PENSIONS OR OTHER SOCIAL
SECURITY OBLIGATIONS, INCURRED IN THE ORDINARY COURSE OF BUSINESS OF THE
COMPANY;
(C)
LIENS FOR TAXES, FEES, ASSESSMENTS AND GOVERNMENTAL CHARGES NOT
DELINQUENT OR WHICH ARE BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS
AND FOR WHICH WHATEVER RESERVES REQUIRED BY GAAP HAVE BEEN ESTABLISHED;
(D)
LIENS CONSISTING OF EASEMENTS, RIGHTS-OF-WAY, ZONING RESTRICTIONS,
RESTRICTIONS ON THE USE OF REAL PROPERTY, AND DEFECTS AND IRREGULARITIES IN THE
TITLE THERETO, LANDLORDS', MATERIALMEN'S OR MECHANIC'S LIENS AND OTHER SIMILAR
LIENS AND ENCUMBRANCES NONE OF WHICH INTERFERE MATERIALLY WITH THE USE OF THE