HEREUNDER AND THEREUNDER.
(F)
A FAVORABLE OPINION OF LOCAL COUNSEL TO EACH
NON-U.S. SUBSIDIARY THAT IS A SIGNIFICANT SUBSIDIARY AND WHOSE SHARES ARE
PLEDGED PURSUANT TO THIS SECTION 5.01(L) OR WHICH EXECUTES THE NON-U.S.
GUARANTY.
(III)
DELIVER TO THE ADMINISTRATIVE AGENT
COMPLETED SCHEDULES 4.01(B) AND 4.01(M) TO THIS AGREEMENT, WHICH SCHEDULES
CONFORM TO THE REQUIREMENTS SET FORTH IN THIS AGREEMENT.
SECTION 5.02
Negative Covenants.
So long as any as any Advance or any other
Obligation of any Loan Party under or in respect of any Loan Document shall
remain unpaid, any Letter of Credit shall be outstanding or any Lender Party
shall have any Commitment hereunder, the Company will not, at any time:
(A)
LIENS, ETC.
CREATE, INCUR, ASSUME OR
SUFFER TO EXIST, OR PERMIT ANY OF ITS SUBSIDIARIES TO CREATE, INCUR, ASSUME OR
SUFFER TO EXIST, ANY LIEN ON OR WITH RESPECT TO ANY OF ITS PROPERTIES OF ANY
CHARACTER (INCLUDING, WITHOUT LIMITATION, ACCOUNTS) WHETHER NOW OWNED OR
HEREAFTER ACQUIRED, OR
assign, or permit any of its Subsidiaries to assign any accounts or other right
to receive income, excluding, however, from the operation of the foregoing
restrictions, the following:
(I)
LIENS CREATED UNDER THE LOAN DOCUMENTS;
(II)
PERMITTED LIENS;
(III)
LIENS EXISTING ON THE DATE HEREOF AND
DESCRIBED ON SCHEDULE 4.01(M) HERETO;
(IV)
LIENS ARISING IN CONNECTION WITH CAPITALIZED
LEASES PERMITTED UNDER SECTION 5.02(B)(I)(C); PROVIDED THAT NO SUCH LIEN SHALL
EXTEND TO OR COVER ANY COLLATERAL OR ASSETS OTHER THAN THE ASSETS SUBJECT TO
SUCH CAPITALIZED LEASES;
(V)
PURCHASE MONEY LIENS UPON OR IN REAL
PROPERTY, EQUIPMENT AND OTHER FIXED ASSETS ACQUIRED OR HELD BY THE COMPANY OR
ANY OF ITS SUBSIDIARIES IN THE ORDINARY COURSE OF BUSINESS TO SECURE THE
PURCHASE PRICE OF SUCH PROPERTY, EQUIPMENT AND OTHER FIXED ASSETS OR TO SECURE
DEBT INCURRED SOLELY FOR THE PURPOSE OF FINANCING THE ACQUISITION OF ANY SUCH
PROPERTY OR EQUIPMENT TO BE SUBJECT TO SUCH LIENS, OR LIENS EXISTING ON ANY SUCH
PROPERTY OR EQUIPMENT AT THE TIME OF ACQUISITION (OTHER THAN ANY SUCH LIENS
CREATED IN CONTEMPLATION OF SUCH ACQUISITION THAT DO NOT SECURE THE PURCHASE
PRICE), OR EXTENSIONS, RENEWALS OR REPLACEMENTS OF ANY OF THE FOREGOING FOR THE
SAME OR A LESSER AMOUNT; PROVIDED, HOWEVER, THAT NO SUCH LIEN SHALL EXTEND TO OR
COVER ANY PROPERTY OTHER THAN THE PROPERTY, EQUIPMENT AND OTHER FIXED ASSETS
BEING ACQUIRED, AND NO SUCH EXTENSION, RENEWAL OR REPLACEMENT SHALL EXTEND TO OR
COVER ANY PROPERTY NOT THERETOFORE SUBJECT TO THE LIEN BEING EXTENDED, RENEWED
OR REPLACED; AND PROVIDED, FURTHER THAT THE AGGREGATE PRINCIPAL AMOUNT OF THE
DEBT SECURED BY LIENS PERMITTED BY THIS CLAUSE (V) SHALL NOT EXCEED THE AMOUNT
PERMITTED UNDER SECTION 5.02(B)(I)(G) AT ANY TIME OUTSTANDING AND THAT ANY SUCH
DEBT SHALL NOT OTHERWISE BE PROHIBITED BY THE TERMS OF THE LOAN DOCUMENTS;
(VI)
THE FILING OF FINANCING STATEMENTS SOLELY AS A
PRECAUTIONARY MEASURE IN CONNECTION WITH OPERATING LEASES;
(VII)
OTHER LIENS SECURING DEBT OUTSTANDING IN AN
AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $10,000,000;
(VIII)
THE REPLACEMENT, EXTENSION