PARTY EXPRESSLY AGREES THAT ITS
OBLIGATIONS ARISING HEREUNDER SHALL NOT BE AFFECTED OR DIMINISHED BY THE
ADDITION OR RELEASE OF ANY OTHER CREDIT PARTY HEREUNDER.
THIS AGREEMENT SHALL
BE FULLY EFFECTIVE AS TO ANY CREDIT PARTY THAT IS OR BECOMES A PARTY HERETO
REGARDLESS OF WHETHER ANY OTHER PERSON BECOMES OR FAILS TO BECOME OR CEASES TO
BE A CREDIT PARTY
43
HEREUNDER.
WITH RESPECT TO EACH SUCH RESTRICTED SUBSIDIARY, THE BORROWER SHALL
PROMPTLY SEND TO THE ADMINISTRATIVE AGENT WRITTEN NOTICE SETTING FORTH WITH
RESPECT TO SUCH PERSON THE DATE ON WHICH SUCH PERSON BECAME A RESTRICTED
SUBSIDIARY OF THE BORROWER, AND SUPPLEMENT THE DATA REQUIRED TO BE SET FORTH IN
THE SCHEDULES TO THIS AGREEMENT AS A RESULT OF THE ACQUISITION OR CREATION OF
SUCH RESTRICTED SUBSIDIARY; PROVIDED THAT SUCH SUPPLEMENTAL DATA MUST BE
REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT AND REQUIRED LENDERS.
ARTICLE VII
NEGATIVE COVENANTS
Until the principal of and interest on each Loan and all fees payable hereunder
have been paid in full, each Credit Party covenants and agrees with the Lenders
that:
SECTION 7.01.
INDEBTEDNESS.
THE BORROWER WILL NOT, NOR WILL IT PERMIT
ANY OF ITS RESTRICTED SUBSIDIARIES TO, CREATE, INCUR, ASSUME OR PERMIT TO EXIST
ANY INDEBTEDNESS, EXCEPT:
(A)
THE OBLIGATIONS;
(B)
INDEBTEDNESS EXISTING ON THE DATE HEREOF AND SET FORTH IN
SCHEDULE 7.01 AND EXTENSIONS, RENEWALS AND REPLACEMENTS OF ANY SUCH INDEBTEDNESS
THAT DO NOT INCREASE THE OUTSTANDING PRINCIPAL AMOUNT THEREOF;
(C)
INDEBTEDNESS OF THE BORROWER TO ANY GUARANTOR AND OF ANY GUARANTOR
TO THE BORROWER OR ANY OTHER GUARANTOR; PROVIDED, THAT (I) ALL SUCH INDEBTEDNESS
SHALL BE UNSECURED AND SUBORDINATED IN RIGHT OF PAYMENT TO THE PAYMENT IN FULL
OF ALL OF THE OBLIGATIONS AS PROVIDED IN SECTION 8.06 AND (II) ALL SUCH
INDEBTEDNESS IS EVIDENCED BY PROMISSORY NOTES IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT;
(D)
GUARANTEES OF THE OBLIGATIONS;
(E)
INDEBTEDNESS OF THE BORROWER AND THE RESTRICTED SUBSIDIARIES
INCURRED TO FINANCE THE ACQUISITION, CONSTRUCTION OR IMPROVEMENT OF ANY FIXED OR
CAPITAL ASSETS, INCLUDING CAPITAL LEASE OBLIGATIONS AND ANY INDEBTEDNESS ASSUMED
IN CONNECTION WITH THE ACQUISITION OF ANY SUCH ASSETS OR SECURED BY A LIEN ON
ANY SUCH ASSETS PRIOR TO THE ACQUISITION THEREOF, AND EXTENSIONS, RENEWALS AND
REPLACEMENTS OF ANY SUCH INDEBTEDNESS THAT DO NOT INCREASE THE OUTSTANDING
PRINCIPAL AMOUNT THEREOF; PROVIDED THAT (I) SUCH INDEBTEDNESS IS INCURRED PRIOR
TO OR WITHIN 90 DAYS AFTER SUCH ACQUISITION OR THE COMPLETION OF SUCH
CONSTRUCTION OR IMPROVEMENT AND (II) THE AGGREGATE PRINCIPAL AMOUNT OF
INDEBTEDNESS PERMITTED BY THIS CLAUSE (E) SHALL NOT EXCEED $10,000,000 AT ANY
TIME OUTSTANDING;
(F)
INDEBTEDNESS INCURRED OR DEPOSITS MADE BY THE BORROWER AND ANY
RESTRICTED SUBSIDIARY (I) UNDER WORKER'S COMPENSATION LAWS, UNEMPLOYMENT
INSURANCE LAWS OR SIMILAR LEGISLATION, OR (II) IN CONNECTION WITH BIDS, TENDERS,
CONTRACTS (OTHER THAN FOR THE PAYMENT OF INDEBTEDNESS) OR LEASES TO WHICH SUCH
CREDIT PARTY IS A PARTY, (III) TO SECURE PUBLIC OR STATUTORY OBLIGATIONS OF SUCH
CREDIT PARTY, AND (IV) OF CASH OR U.S.
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GOVERNMENT SECURITIES