respect thereto.
5.8
ENVIRONMENTAL LAWS.
COMPLY IN ALL MATERIAL
RESPECTS WITH, AND USE REASONABLE EFFORTS TO ENSURE COMPLIANCE IN ALL MATERIAL
RESPECTS BY ALL TENANTS AND SUBTENANTS, IF ANY, WITH, ALL APPLICABLE
ENVIRONMENTAL LAWS, AND OBTAIN AND COMPLY IN ALL MATERIAL RESPECTS WITH AND
MAINTAIN, AND USE REASONABLE EFFORTS TO ENSURE THAT ALL TENANTS AND SUBTENANTS
OBTAIN AND COMPLY IN ALL MATERIAL RESPECTS WITH AND MAINTAIN, ANY AND ALL
LICENSES, APPROVALS, NOTIFICATIONS, REGISTRATIONS OR PERMITS REQUIRED BY
APPLICABLE ENVIRONMENTAL LAWS.
5.9
NEW SIGNIFICANT SUBSIDIARIES.
WITH RESPECT
TO ANY NEW SIGNIFICANT SUBSIDIARY CREATED OR ACQUIRED AFTER THE CLOSING DATE BY
ANY GROUP MEMBER (WHICH, FOR THE PURPOSES OF THIS SECTION 5.9, SHALL INCLUDE ANY
EXISTING SUBSIDIARY THAT BECOMES A SIGNIFICANT SUBSIDIARY), PROMPTLY CAUSE SUCH
NEW SIGNIFICANT SUBSIDIARY (A) TO BECOME A PARTY TO THE GUARANTEE AGREEMENT AND
(B) TO DELIVER TO THE ADMINISTRATIVE AGENT A CERTIFICATE OF SUCH SUBSIDIARY,
SUBSTANTIALLY IN THE FORM OF EXHIBIT B, WITH APPROPRIATE INSERTIONS AND
ATTACHMENTS.
SECTION 6.
NEGATIVE COVENANTS
The Borrower hereby agrees that, so long as the Revolving Commitments remain in
effect or any Revolving Loan or other amount is owing to any Lender or the
Administrative Agent hereunder, the Borrower shall not, and shall not permit any
of its Subsidiaries to, directly or indirectly:
6.1
FINANCIAL CONDITION COVENANTS.
(A)
CONSOLIDATED LEVERAGE RATIO.
PERMIT THE CONSOLIDATED LEVERAGE RATIO AS AT
THE LAST DAY OF ANY PERIOD OF FOUR CONSECUTIVE FISCAL QUARTERS OF THE BORROWER
TO EXCEED 1.50 TO 1.00.
(B)
MINIMUM CASH.
PERMIT THE AGGREGATE AMOUNT OF ALL CASH AND CASH EQUIVALENTS
HELD BY THE BORROWER AND ITS SUBSIDIARIES AT ANY TIME AND AVAILABLE FOR GENERAL
CORPORATE PURPOSES AT SUCH TIME TO BE LESS THAN $300,000,000.
6.2
SUBSIDIARY INDEBTEDNESS.
PERMIT ANY
SUBSIDIARY OF THE BORROWER TO CREATE, ISSUE, INCUR, ASSUME, BECOME LIABLE IN
RESPECT OF OR SUFFER TO EXIST ANY INDEBTEDNESS, EXCEPT:
28
(a)
Indebtedness of any Loan Party pursuant to any Loan Document;
(b)
Indebtedness of any Subsidiary to the Borrower or any other Subsidiary;
(c)
Guarantee Obligations incurred in the ordinary course of business by any
Subsidiary of the Borrower of obligations of any Subsidiary Guarantor;
(d)
Indebtedness outstanding on the date hereof and listed on Schedule 6.2(d)
and any refinancings, refundings, renewals or extensions thereof (without
increasing, or shortening the maturity of, the principal amount thereof);
(e)
Indebtedness (including, without limitation, Capital Lease Obligations)
secured by Liens permitted by Section 6.3(g) in an aggregate principal amount
not to exceed $50,000,000 at any one time outstanding;
(f)
Indebtedness of any Person that becomes a Subsidiary after the date hereof;
provided that (i) such Indebtedness exists at the time such Person becomes a
Subsidiary and is not created in contemplation of or in connection with such
Person becoming a Subsidiary and (ii) after giving pro forma effect to the
incurrence of such Indebtedness, no Default or Event of Default shall have
occurred and be continuing; and
(g)
additional Indebtedness of the Borrower's Subsidiaries in an aggregate
principal amount (for all such Subsidiaries)