OF
INDEBTEDNESS, INDENTURE OR OTHER OBLIGATION EVIDENCING INDEBTEDNESS IN EXCESS OF
THE THRESHOLD AMOUNT (INCLUDING, WITHOUT LIMITATION, THE INDENTURE) AS TO WHICH
ANY BORROWER IS A PARTY OR OBLIGOR, WHETHER AS PRINCIPAL OR SURETY, THE
BORROWERS SHALL FORTHWITH GIVE WRITTEN NOTICE THEREOF TO THE LENDERS AND THE
ADMINISTRATIVE AGENT, DESCRIBING THE NOTICE OF ACTION AND THE NATURE OF THE
CLAIMED DEFAULT.
6.16
CLOSURE AND POST CLOSURE LIABILITIES.
THE
BORROWERS SHALL AT ALL TIMES ADEQUATELY ACCRUE, IN ACCORDANCE WITH GAAP, AND
FUND, AS REQUIRED BY APPLICABLE ENVIRONMENTAL LAWS, ALL CLOSURE AND POST CLOSURE
LIABILITIES WITH RESPECT TO THE OPERATIONS OF THE BORROWERS AND THE NON-BORROWER
SUBSIDIARIES.
68
6.17
SUBSIDIARIES.
THE PARENT SHALL AT ALL TIMES
DIRECTLY OR INDIRECTLY THROUGH A SUBSIDIARY OWN ALL OF THE EQUITY INTERESTS OF
EACH SUBSIDIARY (OTHER THAN THE EXCLUDED SUBSIDIARIES AND NELS).
6.18
INTEREST RATE PROTECTION.
THE BORROWERS WILL,
WITHIN NINETY (90) DAYS OF THE CLOSING DATE, HAVE A MINIMUM AGGREGATE AMOUNT OF
NOT LESS THAN 30% OF THE NOTIONAL AMOUNT OF CONSOLIDATED TOTAL FUNDED DEBT AS OF
THE EFFECTIVE DATE ON A FIXED RATE LONG TERM BASIS (WHETHER THROUGH SWAP
CONTRACTS OR AS A RESULT OF HAVING A FIXED RATE OF INTEREST BY ITS TERMS) ON
TERMS AND CONDITIONS REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT.
6.19
ADDITIONAL BORROWERS.
TO THE EXTENT THAT SUCH
CREATION OR ACQUISITION IS PERMITTED UNDER THIS AGREEMENT, ALL NEWLY-CREATED OR
NEWLY-ACQUIRED SUBSIDIARIES (OTHER THAN EXCLUDED SUBSIDIARIES AND NON-BORROWER
SUBSIDIARIES) SHALL BECOME BORROWERS HEREUNDER BY, IF APPLICABLE, SIGNING
ALLONGES TO THE NOTES, ENTERING INTO A JOINDER AND AFFIRMATION TO THIS AGREEMENT
IN SUBSTANTIALLY THE FORM OF EXHIBIT G ATTACHED HERETO (A "JOINDER AGREEMENT")
PROVIDING THAT SUCH SUBSIDIARY SHALL BECOME A BORROWER HEREUNDER, AND PROVIDING
SUCH OTHER DOCUMENTATION AS THE LENDERS OR THE ADMINISTRATIVE AGENT MAY
REASONABLY REQUEST INCLUDING, WITHOUT LIMITATION, DOCUMENTATION WITH RESPECT TO
CONDITIONS NOTED IN SECTION 4.01 AND 4.02 HEREOF.
IN SUCH EVENT, THE
ADMINISTRATIVE AGENT IS HEREBY AUTHORIZED BY THE PARTIES TO AMEND SCHEDULE 1
HERETO TO INCLUDE SUCH SUBSIDIARY AS A BORROWER HEREUNDER.
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:
7.01
LIENS.
NONE OF THE BORROWERS OR THE NON-BORROWER
SUBSIDIARIES SHALL, DIRECTLY OR INDIRECTLY, CREATE OR INCUR OR SUFFER TO BE
CREATED OR INCURRED OR TO EXIST ANY LIEN, OF ANY KIND UPON ANY PROPERTY OR
ASSETS OF ANY CHARACTER (INCLUDING, WITHOUT LIMITATION, ANY OF THE COLLATERAL),
WHETHER NOW OWNED OR HEREAFTER ACQUIRED, OR UPON THE INCOME OR PROFITS
THEREFROM; OR TRANSFER ANY OF SUCH PROPERTY OR ASSETS OR THE INCOME OR PROFITS
THEREFROM FOR THE PURPOSE OF SUBJECTING THE SAME TO THE PAYMENT OF INDEBTEDNESS
OR PERFORMANCE OF ANY OTHER OBLIGATION IN PRIORITY TO PAYMENT OF ITS GENERAL
CREDITORS; OR ACQUIRE, OR AGREE OR HAVE AN OPTION TO ACQUIRE, ANY PROPERTY OR
ASSETS UPON CONDITIONAL SALE OR OTHER TITLE RETENTION OR PURCHASE MONEY SECURITY
AGREEMENT, DEVICE OR ARRANGEMENT; OR SUFFER