REASONABLY
SATISFACTORY TO THE ARRANGER AND ITS COUNSEL; AND
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(C)
THE LOAN PARTIES SHALL, AS SOON AS PRACTICABLE AND IN ANY EVENT NO
LATER THAN 365 DAYS AFTER THE CLOSING DATE, FILE A SHELF REGISTRATION STATEMENT
WITH THE SEC AND CAUSE SUCH SHELF REGISTRATION STATEMENT TO BE DECLARED
EFFECTIVE, AND SHALL USE THEIR COMMERCIALLY REASONABLE EFFORTS TO KEEP SUCH
SHELF REGISTRATION STATEMENT EFFECTIVE, WITH RESPECT TO RESALES OF THE EXCHANGE
NOTES, FOR AS LONG AS IT IS REQUIRED BY THE HOLDERS TO RESELL THE EXCHANGE
NOTES; PROVIDED, THAT THE ADMINISTRATIVE AGENT MAY, IN ITS REASONABLE
DISCRETION, EXTEND SUCH 365 DAY PERIOD BY ADDITIONAL SUCCESSIVE PERIODS OF UP TO
30 DAYS EACH (THE DURATION OF EACH SUCH PERIOD TO BE IN THE SOLE DISCRETION OF
THE ADMINISTRATIVE AGENT).
ARTICLE VII.
NEGATIVE COVENANTS
So long as any Lender shall have any Commitment hereunder, or any Loan or other
Obligation hereunder shall remain unpaid or unsatisfied, the Borrower shall not,
nor shall it permit any Restricted 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 CREDIT FACILITY 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 PROVIDED IN SECTION 7.03(C)), (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 7.03(C);
(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)
LANDLORDS', 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 30 DAYS 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;
(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, DO NOT MATERIALLY
DETRACT FROM THE VALUE OF THE PROPERTY
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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