RELEASED FROM THE LIEN IN FAVOR OF
THE ADMINISTRATIVE AGENT, THE ADMINISTRATIVE AGENT SHALL SO RELEASE SUCH EQUITY
INTERESTS; PROVIDED THAT REPLACEMENT STOCK OF ANOTHER SUBSIDIARY ACCEPTABLE TO
THE ADMINISTRATIVE AGENT SHALL HAVE BEEN PLEDGED TO ADMINISTRATIVE AGENT FOR THE
BENEFIT OF THE LENDERS UNLESS ALL SUCH SUBSTITUTE SUBSIDIARIES ARE PUC
SUBSIDIARIES AND ARE PROHIBITED BY THE APPLICABLE PUC FROM HAVING THEIR EQUITY
INTERESTS PLEDGED TO ADMINISTRATIVE AGENT.
(D)
NEITHER THIS SECTION 6.13 NOR ANY OTHER
PROVISION OF ANY LOAN DOCUMENT SHALL REQUIRE A GUARANTY OR A SECURITY DOCUMENT
BY A PUC SUBSIDIARY, IN EITHER CASE, TO THE EXTENT THAT SUCH PUC SUBSIDIARY
SHALL NOT HAVE OBTAINED THE REQUIRED APPROVAL OF THE APPLICABLE PUC AFTER THE
EXERCISE OF ITS BEST EFFORTS IN ACCORDANCE WITH SUBSECTIONS (B) AND (C) OF THIS
SECTION 6.13.
ARTICLE VII.
NEGATIVE COVENANTS
So long as any Lender shall have any Commitment hereunder, any Loan or other
Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit
shall remain outstanding, the Borrower 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 (each a "Permitted Lien" and
collectively, the "Permitted Liens"):
(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 THE
PROPERTY COVERED THEREBY IS NOT INCREASED AND ANY RENEWAL OR EXTENSION OF THE
OBLIGATIONS SECURED OR BENEFITED THEREBY IS PERMITTED BY SECTION 7.03(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 30 DAYS OR WHICH ARE
BEING CONTESTED IN GOOD FAITH AND BY APPROPRIATE PROCEEDINGS DILIGENTLY
53
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 BONDS (OTHER THAN BONDS RELATED TO JUDGMENTS OR LITIGATION),
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