ALL SUCH INDEBTEDNESS OUTSTANDING
AT ANY ONE TIME PURSUANT TO THIS CLAUSE (VI) SHALL NOT EXCEED THE SUM OF
$400,000,000.
2
SECTION 1.06
LIENS.
THE COMPANY SHALL NOT, AND SHALL NOT
PERMIT ANY RESTRICTED SUBSIDIARY TO, DIRECTLY OR INDIRECTLY, CREATE, INCUR,
ASSUME OR SUFFER TO EXIST ANY LIEN OF ANY KIND, EXCEPT FOR PERMITTED LIENS, ON
OR WITH RESPECT TO ANY OF ITS PROPERTY OR ASSETS, WHETHER OWNED AT THE DATE OF
THIS INCREMENTAL TERM SUPPLEMENT OR THEREAFTER ACQUIRED, OR ANY INCOME, PROFITS
OR PROCEEDS THEREFROM, OR ASSIGN OR OTHERWISE CONVEY ANY RIGHT TO RECEIVE INCOME
THEREON, UNLESS (X) IN THE CASE OF ANY LIEN SECURING INDEBTEDNESS THAT IS
SUBORDINATED IN RIGHT OF PAYMENT TO THE FACILITIES, THE FACILITIES ARE SECURED
BY A LIEN ON SUCH PROPERTY, ASSETS OR PROCEEDS THAT IS SENIOR IN PRIORITY TO
SUCH LIEN AND (Y) IN THE CASE OF ANY OTHER LIEN, THE FACILITIES ARE EQUALLY AND
RATABLY SECURED; PROVIDED THAT, ANY LIEN SECURING A FACILITY SHALL EQUALLY AND
RATABLY SECURE EACH OTHER FACILITY.
IN ADDITION, NEITHER THE COMPANY NOR ANY
RESTRICTED SUBSIDIARY WILL ENTER INTO OR PERMIT TO EXIST ANY UNDERTAKING BY IT
OR AFFECTING ANY OF ITS PROPERTIES WHEREBY THE COMPANY OR SUCH RESTRICTED
SUBSIDIARY SHALL AGREE WITH ANY PERSON (OTHER THAN THE LENDERS OR THE
ADMINISTRATIVE AGENT) NOT TO CREATE OR SUFFER TO EXIST ANY LIENS IN FAVOR OF ANY
OTHER PERSON, PROVIDED THAT THE FOREGOING RESTRICTION SHALL NOT APPLY TO ANY
SUCH UNDERTAKING CONTAINED IN ANY INDENTURE OR OTHER AGREEMENT (I) GOVERNING ANY
PERMITTED DEBT OR INDEBTEDNESS OUTSTANDING AT THE DATE HEREOF AND IDENTIFIED ON
SCHEDULE 7.12 TO THE CREDIT AGREEMENT, OR (II) GOVERNING SPECIFIC PROPERTY TO BE
SOLD PURSUANT TO AN EXECUTED AGREEMENT WITH RESPECT TO AN ASSET SALE PERMITTED
HEREUNDER, OR (III) CONSTITUTING A CUSTOMARY RESTRICTION ON ASSIGNMENT,
SUBLETTING, OR OTHER TRANSFER CONTAINED IN LEASES, LICENSES, FRANCHISES AND
OTHER SIMILAR AGREEMENTS ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS OR
OTHERWISE CREATING A PERMITTED LIEN (PROVIDED THAT ANY RESTRICTION REFERRED TO
IN CLAUSES (II) OR (III) IS LIMITED TO THE PROPERTY OR ASSET SUBJECT TO SUCH
SALE, LEASE, LICENSE, FRANCHISE OR OTHER SIMILAR AGREEMENT OR PERMITTED LIEN, AS
THE CASE MAY BE).
SECTION 1.07
DISPOSITIONS.
THE COMPANY AND THE RESTRICTED
SUBSIDIARIES, TAKEN AS A WHOLE, SHALL NOT SELL, ASSIGN, TRANSFER, LEASE, CONVEY,
OR OTHERWISE DISPOSE OF ALL OR SUBSTANTIALLY ALL OF THEIR ASSETS TO, ANY PERSON,
UNLESS:
(A)
THE PERSON TO WHICH SUCH SALE, ASSIGNMENT, TRANSFER, LEASE, CONVEYANCE OR
DISPOSITION SHALL HAVE BEEN MADE, IS A CORPORATION ORGANIZED AND EXISTING UNDER
THE LAWS OF THE UNITED STATES, ANY STATE THEREOF OR THE DISTRICT OF COLUMBIA AND
SHALL ASSUME BY SUPPLEMENTAL AGREEMENT HERETO ALL THE OBLIGATIONS OF THE COMPANY
UNDER THE CREDIT AGREEMENT;
(B)
IMMEDIATELY BEFORE AND IMMEDIATELY AFTER SUCH TRANSACTION, AND AFTER GIVING
EFFECT THERETO, NO DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING;
(C)
IMMEDIATELY AFTER SUCH TRANSACTION, AND AFTER GIVING EFFECT THERETO,
(I) THE PERSON TO WHICH SUCH SALE, ASSIGNMENT, TRANSFER, LEASE OR CONVEYANCE OR
DISPOSITION SHALL