UNDER THIS AGREEMENT AND THE OTHER INVESTMENT
DOCUMENTS.
FOR GREATER CERTAINTY, THE COMPANY SHALL, AND SHALL CAUSE EACH OF
ITS SUBSIDIARIES TO, TAKE ALL COMMERCIALLY REASONABLE ACTION NECESSARY TO ENSURE
THAT THE LIENS GRANTED TO THE HOLDERS PURSUANT TO THE COLLATERAL DOCUMENTS WILL
AT ALL TIMES BE FULLY PERFECTED FIRST PRIORITY LIENS IN AND TO THE COLLATERAL
DESCRIBED THEREIN, SUBJECT TO ANY PERMITTED LIENS.
14
SECTION 7.12
MERGER AGREEMENT COVENANTS.
AT ALL TIMES PRIOR TO THE
EARLIER OF (I) CONSUMMATION OF THE MERGER AND (II) TERMINATION OF THE MERGER
AGREEMENT IN ACCORDANCE WITH ITS TERMS, THE COMPANY SHALL COMPLY WITH ALL OF ITS
COVENANTS SET FORTH IN THE MERGER AGREEMENT.
ARTICLE VIII.
NEGATIVE COVENANTS
Until the payment by the Company in full of the Obligations, the Company hereby
covenants and agrees with the Holders as follows:
SECTION 8.1
MERGER; CONSOLIDATION; LINE OF BUSINESS.
EXCEPT AS
CONTEMPLATED IN THE MERGER AGREEMENT, THE COMPANY WILL NOT, AND WILL NOT PERMIT
ITS SUBSIDIARIES TO, LIQUIDATE, WIND UP OR DISSOLVE, OR ENTER INTO ANY
CONSOLIDATION, MERGER OR OTHER COMBINATION OTHER THAN SOLELY AMONG THE COMPANY
AND ITS SUBSIDIARIES OR ACQUIRE A NEW PERSON OR MAKE ANY MATERIAL CHANGE IN THE
LINES OF ITS BUSINESS AS CARRIED ON AT THE DATE HEREOF OR ENTER INTO ANY NEW
LINE OF BUSINESS, EXCEPT FOR LINES OF THE BUSINESS REASONABLY RELATED THERETO,
OR AGREE TO DO ANY OF THE FOREGOING.
SECTION 8.2
INDEBTEDNESS.
THE COMPANY WILL NOT, AND WILL NOT PERMIT
ITS SUBSIDIARIES TO, CREATE, INCUR, ASSUME OR SUFFER TO EXIST ANY INDEBTEDNESS
OTHER THAN:
(A)
INDEBTEDNESS OF THE COMPANY UNDER THIS AGREEMENT OR THE NOTES;
(B)
INDEBTEDNESS OF THE COMPANY AND ITS SUBSIDIARIES EXISTING ON THE
INITIAL CLOSING DATE AND SET FORTH ON SCHEDULE 8.2(B); PROVIDED, HOWEVER, THAT
(A) EXCEPT AS OTHERWISE CONTEMPLATED HEREUNDER, THE COMPANY MAY ONLY MAKE
REGULARLY SCHEDULED PAYMENTS OF PRINCIPAL AND INTEREST IN RESPECT OF SUCH
INDEBTEDNESS IN ACCORDANCE WITH THE TERMS OF THE AGREEMENT OR INSTRUMENT
EVIDENCING OR GIVING RISE TO SUCH INDEBTEDNESS AS IN EFFECT ON THE DATE HEREOF,
(B) THE COMPANY SHALL NOT, DIRECTLY OR INDIRECTLY, (1) AMEND, MODIFY, ALTER OR
CHANGE THE TERMS OF SUCH INDEBTEDNESS OR ANY AGREEMENT, DOCUMENT OR INSTRUMENT
RELATED THERETO AS IN EFFECT ON THE DATE HEREOF EXCEPT, THAT, THE COMPANY MAY,
AFTER PRIOR WRITTEN NOTICE TO THE HOLDERS, AMEND, MODIFY, ALTER OR CHANGE THE
TERMS THEREOF SO AS TO EXTEND THE MATURITY THEREOF, OR DEFER THE TIMING OF ANY
PAYMENTS IN RESPECT THEREOF, OR TO FORGIVE OR CANCEL ANY PORTION OF SUCH
INDEBTEDNESS (OTHER THAN PURSUANT TO PAYMENTS THEREOF), OR TO REDUCE THE
INTEREST RATE OR ANY FEES IN CONNECTION THEREWITH, OR (2) REDEEM, RETIRE,
DEFEASE, PURCHASE OR OTHERWISE ACQUIRE SUCH INDEBTEDNESS, OR SET ASIDE OR
OTHERWISE DEPOSIT OR INVEST ANY SUMS FOR SUCH PURPOSE, AND (C) THE COMPANY SHALL
FURNISH TO THE HOLDERS ALL NOTICES OR DEMANDS IN CONNECTION WITH SUCH
INDEBTEDNESS EITHER RECEIVED BY OR ON BEHALF OF THE COMPANY, PROMPTLY AFTER THE
RECEIPT THEREOF, OR SENT BY OR ON BEHALF