OR SUFFER TO EXIST LIENS ON PROPERTY
OF SUCH PERSON FOR THE BENEFIT OF THE LENDERS WITH RESPECT TO THE FACILITIES AND
THE OBLIGATIONS OR UNDER THE LOAN DOCUMENTS; PROVIDED THAT THE FOREGOING CLAUSES
(A) AND (B) SHALL NOT APPLY TO CONTRACTUAL OBLIGATIONS WHICH (I) (X) EXIST ON
THE DATE HEREOF AND (TO THE EXTENT NOT OTHERWISE PERMITTED BY THIS SECTION 7.09)
ARE LISTED ON SCHEDULE 7.09 HERETO AND (Y) TO THE EXTENT CONTRACTUAL OBLIGATIONS
PERMITTED BY CLAUSE (X) ARE SET FORTH IN AN AGREEMENT EVIDENCING INDEBTEDNESS,
ARE SET FORTH IN ANY AGREEMENT EVIDENCING ANY PERMITTED RENEWAL, EXTENSION OR
REFINANCING OF SUCH INDEBTEDNESS SO LONG AS SUCH RENEWAL, EXTENSION OR
REFINANCING DOES NOT EXPAND THE SCOPE OF SUCH CONTRACTUAL OBLIGATION, (II) ARE
BINDING ON A RESTRICTED SUBSIDIARY AT THE TIME SUCH RESTRICTED SUBSIDIARY FIRST
BECOMES A RESTRICTED SUBSIDIARY, SO LONG AS SUCH CONTRACTUAL OBLIGATIONS WERE
NOT ENTERED INTO SOLELY IN CONTEMPLATION OF SUCH PERSON BECOMING A RESTRICTED
SUBSIDIARY; PROVIDED FURTHER THAT THIS CLAUSE (II) SHALL NOT APPLY TO
CONTRACTUAL OBLIGATIONS THAT ARE BINDING ON A PERSON THAT BECOMES A RESTRICTED
SUBSIDIARY PURSUANT TO SECTION 6.14, (III) REPRESENT INDEBTEDNESS OF A
RESTRICTED SUBSIDIARY WHICH IS NOT A LOAN PARTY WHICH IS PERMITTED BY SECTION
7.03, (IV) ARISE IN CONNECTION WITH ANY DISPOSITION PERMITTED BY SECTION 7.05,
(V) ARE CUSTOMARY PROVISIONS IN JOINT VENTURE AGREEMENTS AND OTHER SIMILAR
AGREEMENTS APPLICABLE TO JOINT VENTURES PERMITTED UNDER SECTION 7.02 AND
APPLICABLE SOLELY TO SUCH JOINT VENTURE ENTERED INTO IN THE ORDINARY COURSE OF
BUSINESS, (VI) ARE NEGATIVE PLEDGES AND RESTRICTIONS ON LIENS IN FAVOR OF ANY
HOLDER OF INDEBTEDNESS PERMITTED UNDER SECTION 7.03 BUT SOLELY TO THE EXTENT ANY
NEGATIVE PLEDGE RELATES TO THE PROPERTY FINANCED BY OR THE SUBJECT OF SUCH
INDEBTEDNESS (AND EXCLUDING IN ANY EVENT ANY INDEBTEDNESS CONSTITUTING ANY
JUNIOR FINANCING), (VII) ARE CUSTOMARY RESTRICTIONS ON LEASES, SUBLEASES,
LICENSES OR ASSET SALE AGREEMENTS OTHERWISE PERMITTED HEREBY SO LONG AS SUCH
RESTRICTIONS RELATE TO THE ASSETS SUBJECT THERETO, (VIII) COMPRISE RESTRICTIONS
IMPOSED BY ANY AGREEMENT RELATING TO SECURED INDEBTEDNESS PERMITTED PURSUANT TO
SECTION 7.03(E) OR 7.03(G) TO THE EXTENT THAT SUCH RESTRICTIONS APPLY ONLY TO
THE PROPERTY OR ASSETS SECURING SUCH INDEBTEDNESS OR, IN THE CASE OF
INDEBTEDNESS INCURRED PURSUANT TO SECTION 7.03(G) ONLY, TO THE RESTRICTED
SUBSIDIARIES INCURRING OR GUARANTEEING SUCH INDEBTEDNESS, (IX) ARE CUSTOMARY
PROVISIONS RESTRICTING SUBLETTING OR ASSIGNMENT OF ANY LEASE GOVERNING A
LEASEHOLD INTEREST OF THE BORROWER OR ANY RESTRICTED SUBSIDIARY, (X) ARE
CUSTOMARY PROVISIONS RESTRICTING ASSIGNMENT OF ANY AGREEMENT ENTERED INTO IN THE
ORDINARY COURSE OF BUSINESS, AND (XI) ARE RESTRICTIONS ON CASH OR OTHER DEPOSITS
IMPOSED BY CUSTOMERS UNDER CONTRACTS ENTERED INTO IN THE ORDINARY COURSE OF
BUSINESS.
116
SECTION 7.10
USE OF PROCEEDS.
USE THE PROCEEDS OF ANY CREDIT EXTENSION,
WHETHER DIRECTLY OR INDIRECTLY, IN A MANNER INCONSISTENT WITH THE USES SET FORTH
IN THE PRELIMINARY STATEMENTS TO THIS AGREEMENT.
SECTION 7.11
FINANCIAL COVENANTS.
(A)
MAXIMUM TOTAL LEVERAGE RATIO.
PERMIT THE TOTAL LEVERAGE RATIO AS
OF ANY DATE SET FORTH BELOW TO BE GREATER