is made, the Borrower shall deliver to the
Administrative Agent, on behalf of the Lenders, a certificate of a Responsible
Officer of the Borrower certifying that such capital contributions or the Net
Cash Proceeds received by the Borrower from such issuance and sale are intended
to constitute, and are to be used for, one or more Investments to be made in
accordance with the terms of Section 7.05(h), or one or more Restricted Payments
to be made in accordance with the terms of Section 7.06.
"Permitted Equity Issuance" means any sale or issuance of any Equity Interests
(other than Redeemable Equity Interests) of Holdings to the extent (a) Holdings
contributes the Net Cash Proceeds thereof to the Borrower and (b) such Net Cash
Proceeds are not required to be applied to the prepayment of the Loans pursuant
to Section 2.05(b).
"Permitted Holdco Debt" has the meaning specified in Section 7.02(c)(ii).
"Permitted Liens" means the following types of Liens (excluding any such Lien
imposed pursuant to Section 401(a)(29) or 412(n) of the Internal Revenue Code or
by ERISA or any such Lien relating to or imposed in connection with any
Environmental Action):
(A)
LIENS FOR TAXES, ASSESSMENTS AND
GOVERNMENTAL CHARGES OR LEVIES TO THE EXTENT NOT OTHERWISE REQUIRED TO BE PAID
UNDER SECTION 6.02;
(B)
LIENS IMPOSED BY LAW, SUCH AS MATERIALMEN'S,
MECHANICS', CARRIERS', WORKMEN'S, STORAGE AND REPAIRMEN'S LIENS AND OTHER
SIMILAR LIENS ARISING IN THE ORDINARY COURSE OF BUSINESS AND SECURING
OBLIGATIONS (OTHER THAN INDEBTEDNESS FOR BORROWED MONEY) TO THE EXTENT NOT
OTHERWISE REQUIRED TO BE PAID UNDER SECTION 6.02;
(C)
LIENS INCURRED OR PLEDGES OR DEPOSITS MADE
TO SECURE OBLIGATIONS INCURRED IN THE ORDINARY COURSE OF BUSINESS UNDER WORKERS'
COMPENSATION LAWS, UNEMPLOYMENT INSURANCE OR OTHER SIMILAR SOCIAL SECURITY
LEGISLATION (OTHER THAN IN RESPECT OF EMPLOYEE BENEFIT PLANS SUBJECT TO ERISA)
OR TO SECURE PUBLIC OR STATUTORY OBLIGATIONS;
(D)
LIENS SECURING THE PERFORMANCE OF, OR
PAYMENT IN RESPECT OF, BIDS, INSURANCE PREMIUMS, DEDUCTIBLES OR CO-INSURED
AMOUNTS, TENDERS, GOVERNMENT OR UTILITY CONTRACTS (OTHER THAN FOR THE REPAYMENT
OF BORROWED MONEY), SURETY, STAY, CUSTOMS AND APPEAL BONDS AND OTHER OBLIGATIONS
OF A SIMILAR NATURE INCURRED IN THE ORDINARY COURSE OF BUSINESS;
(E)
ANY INTEREST OR TITLE OF A LESSOR OR
SUBLESSOR OR A LICENSOR AND ANY RESTRICTION OR ENCUMBRANCE TO WHICH THE INTEREST
OR TITLE OF SUCH LESSOR, SUBLESSOR OR LICENSOR MAY BE SUBJECT THAT IS INCURRED
IN THE ORDINARY COURSE OF BUSINESS;
34
(F)
LIENS ARISING OUT OF JUDGMENTS OR AWARDS
THAT DO NOT CONSTITUTE AN EVENT OF DEFAULT UNDER SECTION 8.01(G);
(G)
LIENS IN FAVOR OF CUSTOMS AND REVENUE
AUTHORITIES ARISING AS A MATTER OF LAW OR PURSUANT TO A BOND TO SECURE PAYMENT
OF CUSTOMS DUTIES IN CONNECTION WITH THE IMPORTATION OF GOODS;
(H)
CUSTOMARY RIGHTS OF SETOFF UPON DEPOSITS OF
CASH IN FAVOR OF BANKS OR OTHER DEPOSITORY INSTITUTIONS IN WHICH SUCH CASH IS
MAINTAINED IN THE ORDINARY COURSE OF BUSINESS;
(I)
EASEMENTS, RIGHTS-OF-WAY, ZONING
RESTRICTIONS AND OTHER ENCUMBRANCES AND SURVEY EXCEPTIONS, MINOR DEFECTS OR
IRREGULARITIES IN