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, the Borrower and the Parent shall not, nor shall they
permit any Subsidiary to, directly or indirectly:
7.01
LIENS.
CREATE, INCUR, ASSUME OR SUFFER TO EXIST
ANY LIEN UPON ANY OF ITS PROPERTY, ASSETS OR REVENUES, WHETHER NOW OWNED OR
HEREAFTER ACQUIRED, OTHER THAN THE FOLLOWING:
(A)
LIENS PURSUANT TO ANY LOAN DOCUMENT;
(B)
LIENS EXISTING ON THE DATE HEREOF AND LISTED
ON SCHEDULE 7.01 AND ANY RENEWALS OR EXTENSIONS THEREOF, PROVIDED THAT (I) THE
PROPERTY COVERED THEREBY IS NOT CHANGED, (II) THE AMOUNT SECURED OR BENEFITED
THEREBY IS NOT INCREASED, (III) THE DIRECT OR ANY CONTINGENT OBLIGOR WITH
RESPECT THERETO IS NOT CHANGED, AND (IV) ANY RENEWAL OR EXTENSION OF THE
OBLIGATIONS SECURED OR BENEFITED THEREBY IS PERMITTED BY SECTION 7.03(B), OR
LIENS TO WHICH THE REQUIRED LENDERS HAVE CONSENTED IN WRITING;
(C)
LIENS FOR TAXES OR ASSESSMENTS AND SIMILAR
CHARGES, WHICH ARE EITHER NOT DELINQUENT OR BEING CONTESTED DILIGENTLY AND IN
GOOD FAITH BY APPROPRIATE PROCEEDINGS, AND AS TO WHICH THE APPLICABLE LOAN PARTY
HAS SET ASIDE ANY RESERVES REQUIRED IN ACCORDANCE WITH GAAP ON ITS BOOKS;
(D)
STATUTORY LIENS, SUCH AS MECHANIC'S,
MATERIALMEN'S, WAREHOUSEMAN'S, LANDLORD'S, ARTISAN'S, WORKER'S, CONTRACTOR'S,
CARRIER'S OR OTHER LIKE LIENS, (I) INCURRED IN GOOD FAITH IN THE ORDINARY COURSE
OF BUSINESS, (II) WHICH ARE EITHER NOT DELINQUENT OR ARE BEING CONTESTED
DILIGENTLY AND IN GOOD FAITH BY APPROPRIATE PROCEEDINGS AND (III) AS TO WHICH
THE APPLICABLE LOAN PARTY HAS SET ASIDE ANY RESERVES ON ITS BOOKS REQUIRED IN
ACCORDANCE WITH GAAP OR BONDED SATISFACTORILY TO THE ADMINISTRATIVE AGENT;
(E)
ENCUMBRANCES CONSISTING OF ZONING
RESTRICTIONS, EASEMENTS, LICENSES, RESERVATIONS, PROVISIONS, COVENANTS,
CONDITIONS, WAIVERS, RESTRICTIONS ON THE USE OF REAL PROPERTY OR MINOR
IRREGULARITIES OF TITLE, PROVIDED THAT NONE OF SUCH ENCUMBRANCES MATERIALLY
IMPAIRS THE OPERATION OF THE APPLICABLE LOAN PARTY'S BUSINESS;
(F)
LIENS IN RESPECT OF JUDGMENTS OR AWARDS
WITH RESPECT TO WHICH ANY LOAN PARTY IS, IN GOOD FAITH, PROSECUTING AN APPEAL OR
PROCEEDING FOR REVIEW AND WITH RESPECT TO WHICH A STAY OF EXECUTION UPON SUCH
APPEAL OR PROCEEDING FOR REVIEW HAS BEEN SECURED, AND AS TO WHICH JUDGMENTS OR
AWARDS SUCH LOAN PARTY HAS ESTABLISHED ANY RESERVES ON ITS BOOKS REQUIRED IN
ACCORDANCE WITH GAAP OR HAS BONDED IN A MANNER SATISFACTORY TO THE
ADMINISTRATIVE AGENT;
(G)
PLEDGES OR DEPOSITS MADE IN THE ORDINARY
COURSE OF BUSINESS TO SECURE PAYMENT OF WORKER'S COMPENSATION, OR TO PARTICIPATE
IN ANY FUND IN CONNECTION WITH WORKER'S COMPENSATION, UNEMPLOYMENT INSURANCE,
OLD-AGE PENSIONS OR OTHER SOCIAL SECURITY PROGRAMS;
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(H)
LIENS GRANTED TO SECURE THE PERFORMANCE OF
BIDS, TENDERS, CONTRACTS, LEASES, PUBLIC OR STATUTORY OBLIGATIONS, SURETY,
CUSTOMS, APPEAL AND PERFORMANCE BONDS AND OTHER SIMILAR OBLIGATIONS AND NOT
INCURRED IN CONNECTION WITH THE BORROWING OF MONEY, THE OBTAINING OF ADVANCES OR
THE PAYMENT OF THE DEFERRED PURCHASE PRICE OF ANY PROPERTY;
(I)
SO LONG