AND (IV) OF SECTION 4.01(A) AND FAVORABLE OPINIONS OF COUNSEL
TO SUCH PERSON (WHICH SHALL COVER, AMONG OTHER THINGS, THE LEGALITY, VALIDITY,
BINDING EFFECT AND ENFORCEABILITY OF THE DOCUMENTATION REFERRED TO IN CLAUSE
(A)), ALL IN FORM, CONTENT AND SCOPE REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT.
ARTICLE VII.
NEGATIVE COVENANTS
So long as any Lender shall have any Commitment hereunder, any Loan or other
Obligation (other than inchoate indemnity obligations) hereunder shall remain
unpaid or unsatisfied, the Company shall not, nor shall it permit any Subsidiary
to, directly or indirectly:
7.01
LIENS.
CREATE, INCUR, ASSUME OR SUFFER TO EXIST ANY
LIEN UPON ANY OF ITS PROPERTY, ASSETS OR REVENUES, WHETHER NOW OWNED OR
HEREAFTER ACQUIRED, OTHER THAN THE FOLLOWING:
(A)
LIENS PURSUANT TO ANY LOAN DOCUMENT;
(B)
LIENS EXISTING ON THE DATE HEREOF AND LISTED
ON SCHEDULE 7.01 AND ANY RENEWALS OR EXTENSIONS THEREOF, PROVIDED THAT (I) THE
PROPERTY COVERED THEREBY IS NOT CHANGED, (II) THE AMOUNT SECURED OR BENEFITED
THEREBY IS NOT INCREASED EXCEPT AS CONTEMPLATED BY SECTION 7.02(B), (III) THE
DIRECT OR ANY CONTINGENT OBLIGOR WITH RESPECT THERETO IS NOT CHANGED, AND
(IV) ANY RENEWAL OR EXTENSION OF THE OBLIGATIONS SECURED OR BENEFITED THEREBY IS
PERMITTED BY SECTION 7.02(B);
(C)
LIENS FOR TAXES NOT YET DUE OR WHICH ARE
BEING CONTESTED IN GOOD FAITH AND BY APPROPRIATE PROCEEDINGS DILIGENTLY
CONDUCTED, IF ADEQUATE RESERVES WITH RESPECT THERETO ARE MAINTAINED ON THE BOOKS
OF THE APPLICABLE PERSON IN ACCORDANCE WITH GAAP;
(D)
CARRIERS', WAREHOUSEMEN'S, MECHANICS',
MATERIALMEN'S, REPAIRMEN'S OR OTHER LIKE LIENS ARISING IN THE ORDINARY COURSE OF
BUSINESS WHICH ARE NOT OVERDUE FOR A PERIOD OF MORE THAN 45 DAYS OR WHICH ARE
BEING CONTESTED IN GOOD FAITH AND BY APPROPRIATE PROCEEDINGS DILIGENTLY
65
CONDUCTED, IF ADEQUATE RESERVES WITH RESPECT THERETO ARE MAINTAINED ON THE BOOKS
OF THE APPLICABLE PERSON;
(E)
PLEDGES OR DEPOSITS IN THE ORDINARY COURSE
OF BUSINESS IN CONNECTION WITH WORKERS' COMPENSATION, UNEMPLOYMENT INSURANCE AND
OTHER SOCIAL SECURITY LEGISLATION, OTHER THAN ANY LIEN IMPOSED BY ERISA;
(F)
DEPOSITS TO SECURE THE PERFORMANCE OF
BIDS, TRADE CONTRACTS AND LEASES (OTHER THAN INDEBTEDNESS), STATUTORY
OBLIGATIONS, SURETY AND APPEAL BONDS, PERFORMANCE BONDS AND OTHER OBLIGATIONS OF
A LIKE NATURE INCURRED IN THE ORDINARY COURSE OF BUSINESS;
(G)
EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS AND
OTHER SIMILAR ENCUMBRANCES AFFECTING REAL PROPERTY WHICH, IN THE AGGREGATE, ARE
NOT SUBSTANTIAL IN AMOUNT, AND WHICH DO NOT IN ANY CASE MATERIALLY DETRACT FROM
THE VALUE OF THE PROPERTY SUBJECT THERETO OR MATERIALLY INTERFERE WITH THE
ORDINARY CONDUCT OF THE BUSINESS OF THE APPLICABLE PERSON;
(H)
LIENS SECURING JUDGMENTS FOR THE PAYMENT OF
MONEY NOT CONSTITUTING AN EVENT OF DEFAULT UNDER SECTION 8.01(H);
(I)
BANKER'S LIENS AND SIMILAR LIENS
(INCLUDING SET-OFF RIGHTS) IN RESPECT OF BANK DEPOSITS NOT ESTABLISHED FOR THE
PURPOSE OF SECURING INDEBTEDNESS;
(J)
LIENS ON ANY PROPERTY OR ASSETS
ACQUIRED, OR ON THE PROPERTY OR ASSETS OF ANY PERSONS ACQUIRED, BY THE COMPANY
OR ANY OF ITS SUBSIDIARIES AFTER THE DATE OF THIS AGREEMENT NOT IN CONTRAVENTION
OF THE TERMS HEREOF, PROVIDED, THAT (A)