WHICH PERFECTION IS OBTAINED BY POSSESSION.
10.10
RESERVED.
10.11
Reserved.
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10.12
SYNDICATION.
(A)
ENTER INTO SUCH MODIFICATIONS TO THE LOAN
DOCUMENTS AS THE ADMINISTRATIVE AGENT MAY REASONABLY REQUEST AS NECESSARY FOR
THE INITIAL SYNDICATION OF THE LOANS AND THE COMMITMENTS, (B) ALLOW THE
ADMINISTRATIVE AGENT TO CONDUCT A FIELD EXAMINATION OF THE LOAN PARTIES, THE
RESULTS OF WHICH SHALL BE SATISFACTORY TO THE ADMINISTRATIVE AGENT IN ITS SOLE
DISCRETION AND (C) IN THE EVENT SUCH INITIAL SYNDICATION SHALL PROVE TO BE
IMPRACTICABLE IN THE ADMINISTRATIVE AGENT'S REASONABLE DETERMINATION, ENTER INTO
SUCH MODIFICATIONS (INCLUDING ADJUSTMENTS TO THE BASE RATE MARGIN AND/OR LIBOR
MARGIN) AS THE ADMINISTRATIVE AGENT MAY REASONABLY REQUEST AS NECESSARY TO MAKE
THE SYNDICATION OF THE LOANS AND THE COMMITMENTS REASONABLY PRACTICABLE.
SECTION 11
NEGATIVE COVENANTS
Until the expiration or termination of the Commitments and thereafter until all
Obligations hereunder and under the other Loan Documents are paid in full and
all Letters of Credit have been terminated, the Company agrees that, unless at
any time the Required Lenders shall otherwise expressly consent in writing, it
will:
11.1
DEBT.
NOT, AND NOT PERMIT ANY OTHER LOAN PARTY TO, CREATE, INCUR,
ASSUME OR SUFFER TO EXIST ANY DEBT, EXCEPT:
(A)
OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS;
(B)
DEBT SECURED BY LIENS PERMITTED BY SECTION 11.2(D), AND
EXTENSIONS, RENEWALS AND REFINANCINGS THEREOF; PROVIDED THAT THE AGGREGATE
AMOUNT OF ALL SUCH DEBT AT ANY TIME OUTSTANDING SHALL NOT EXCEED $5,000,000;
(C)
DEBT OF THE COMPANY TO ANY DOMESTIC WHOLLY-OWNED SUBSIDIARY OR
DEBT OF ANY DOMESTIC WHOLLY-OWNED SUBSIDIARY TO THE COMPANY OR ANOTHER DOMESTIC
WHOLLY-OWNED SUBSIDIARY; PROVIDED THAT SUCH DEBT SHALL BE SUBORDINATE TO THE
OBLIGATIONS OF THE COMPANY HEREUNDER;
(D)
SUBORDINATED DEBT;
(E)
HEDGING OBLIGATIONS APPROVED BY ADMINISTRATIVE AGENT AND INCURRED
IN FAVOR OF A LENDER OR AN AFFILIATE THEREOF FOR BONA FIDE HEDGING PURPOSES AND
NOT FOR SPECULATION;
(F)
DEBT DESCRIBED ON SCHEDULE 11.1 AND ANY EXTENSION, RENEWAL OR
REFINANCING THEREOF SO LONG AS THE PRINCIPAL AMOUNT THEREOF IS NOT INCREASED;
(G)
THE DEBT TO BE REPAID (SO LONG AS SUCH DEBT IS REPAID ON THE
CLOSING DATE WITH THE PROCEEDS OF THE INITIAL LOANS HEREUNDER);
(H)
CONTINGENT LIABILITIES ARISING WITH RESPECT TO CUSTOMARY
INDEMNIFICATION OBLIGATIONS IN FAVOR OF SELLERS OR WHICH NEED NOT BE RECORDED AS
LIABILITIES ON A BALANCE
44
SHEET IN ACCORDANCE WITH GAAP IN CONNECTION WITH ACQUISITIONS PERMITTED UNDER
SECTION 11.5 AND PURCHASERS IN CONNECTION WITH DISPOSITIONS PERMITTED UNDER
SECTION 11.5; AND
(I)
OTHER UNSECURED SUBORDINATED DEBT, IN ADDITION TO THE DEBT LISTED
ABOVE, IN AN AGGREGATE OUTSTANDING AMOUNT NOT AT ANY TIME EXCEEDING $10,000,000
(OR, IN THE CASE OF UNSECURED CONVERTIBLE NOTES, IN AN AGGREGATE OUTSTANDING
AMOUNT NOT AT ANY TIME EXCEEDING $100,000,000.
11.2
LIENS.
NOT, AND NOT PERMIT ANY OTHER LOAN PARTY OR OPTION CARE
ENTERPRISES, INC., A PENNSYLVANIA CORPORATION, TO, CREATE OR PERMIT TO EXIST ANY
LIEN ON ANY OF ITS REAL OR PERSONAL PROPERTIES, ASSETS OR RIGHTS OF WHATSOEVER
NATURE (WHETHER NOW OWNED OR HEREAFTER ACQUIRED), EXCEPT: