FORMA BASIS AFTER GIVING EFFECT TO THE
INCURRENCE OF SUCH INDEBTEDNESS WITH THE COVENANTS IN SECTION 7.6 AS OF THE MOST
RECENT FISCAL QUARTER FOR WHICH FINANCIAL STATEMENTS WERE DELIVERED PURSUANT TO
SECTIONS 6.1(I) OR (II) OR, IF PRIOR TO THE FIRST DELIVERY DATE FOR SUCH
FINANCIAL STATEMENTS HEREUNDER, AS OF THE END OF THE PERIOD FOR WHICH THE MOST
RECENT FINANCIAL STATEMENTS OF COMPANY ARE AVAILABLE AND IF THE LAST DAY OF ANY
SUCH PERIOD IS PRIOR TO THE FIRST FISCAL QUARTER FOR WHICH THE COVENANTS ARE
TESTED, THE LEVELS FOR THE FIRST FISCAL QUARTER FOR WHICH THE COVENANTS ARE
TESTED SHALL BE DEEMED TO APPLY FOR SUCH PURPOSE; (C) THE TERMS OF SUCH
INDEBTEDNESS DO NOT PROVIDE FOR ANY SCHEDULED REPAYMENT, MANDATORY REDEMPTION,
SINKING FUND OBLIGATION OR MATURITY PRIOR TO THE DATE OCCURRING SIX MONTHS AFTER
THE TERM LOAN MATURITY DATE AND (D) NO SUBSIDIARY OF COMPANY OTHER THAN
SUBSIDIARY GUARANTORS SHALL BE AN OBLIGOR IN RESPECT OF SUCH INDEBTEDNESS.
7.2
Liens and Related Matters.
A. Company shall not, and shall not
permit any of its Subsidiaries to, directly or indirectly, create, incur, assume
or permit to exist any Lien on or with respect to any property or asset of any
kind (real or personal, tangible or intangible) (including any document or
instrument in respect of goods or accounts receivable) of Company or any of its
Subsidiaries, whether now owned or hereafter acquired, except:
(I)
PERMITTED ENCUMBRANCES;
(II)
LIENS EXISTING ON THE CLOSING DATE SECURING INDEBTEDNESS AND
OTHER OBLIGATIONS LISTED ON SCHEDULE 7.1;
(III)
LIENS GRANTED PURSUANT TO THIS AGREEMENT OR THE COLLATERAL
DOCUMENTS;
(IV)
LIENS PLACED ON PROPERTY, PLANT OR EQUIPMENT AND RELATED ASSETS
USED IN THE ORDINARY COURSE OF BUSINESS OF COMPANY OR ANY OF ITS SUBSIDIARIES TO
SECURE INDEBTEDNESS INCURRED TO PAY ALL OR A PORTION OF THE PURCHASE PRICE
THEREOF; PROVIDED THAT (A) THE LIEN ENCUMBERING SUCH PROPERTY, PLANT OR
EQUIPMENT AND RELATED ASSETS DOES NOT ENCUMBER ANY OTHER ASSET OF COMPANY OR ANY
OF ITS SUBSIDIARIES OTHER THAN SIMILAR ASSETS AT THE SAME LOCATION AND (B) THE
INDEBTEDNESS SECURED THEREBY IS PERMITTED UNDER SECTION 7.1(VII);
(V)
LIENS ENCUMBERING ASSETS OF A SUBSIDIARY OF COMPANY THAT ARE
GRANTED TO SECURE INDEBTEDNESS PERMITTED UNDER SECTION 7.1(IX) AT THE TIME SUCH
INDEBTEDNESS IS ORIGINALLY INCURRED (AND NOT IN CONTEMPLATION OF THE ACQUISITION
REFERRED TO IN SECTION 7.1(IX)); AND
(VI)
OTHER LIENS SECURING INDEBTEDNESS AND OTHER OBLIGATIONS IN AN
AGGREGATE AMOUNT NOT TO EXCEED $15,000,000 AT ANY TIME OUTSTANDING.
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B.
NO FURTHER NEGATIVE PLEDGES.
EXCEPT WITH RESPECT TO (I) SPECIFIC
PROPERTY ENCUMBERED TO SECURE PAYMENT OF PARTICULAR INDEBTEDNESS OR TO BE SOLD
PURSUANT TO AN EXECUTED AGREEMENT WITH RESPECT TO AN ASSET SALE, (II) PROVISIONS
IN LEASES PROHIBITING ASSIGNMENT OR ENCUMBRANCE OF THE APPLICABLE LEASEHOLD
INTEREST, (III) AGREEMENTS GRANTING LIENS PERMITTED BY THIS AGREEMENT, (IV) THE
NEW SENIOR NOTES INDENTURE OR ANY REFINANCING DEBT INDENTURE, (V) AGREEMENTS IN
EFFECT ON THE CLOSING DATE, (VI) PROVISIONS IN JOINT VENTURE AGREEMENTS AND
OTHER SIMILAR AGREEMENTS ENTERED INTO