18354.
(B)
WITHIN 60 DAYS FOLLOWING THE CLOSING DATE, BORROWER AND ITS
SUBSIDIARIES SHALL OBTAIN DULY EXECUTED CONTROL AGREEMENTS WITH RESPECT TO ITS
DEPOSIT ACCOUNTS, IN SUBSTANTIALLY THE FORM ATTACHED TO THE PLEDGE AND SECURITY
AGREEMENT AS EXHIBIT D (OR SUCH OTHER FORM AS REASONABLY ACCEPTABLE TO THE
ADMINISTRATIVE AGENT), TO THE EXTENT REQUIRED BY SECTION 5.15.
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Section 5.21
Maintenance of Ratings.
At all times, Borrower shall use commercially reasonable efforts to maintain
ratings issued by Moody's and S&P with respect to its first lien senior secured
debt and second lien senior secured debt.
ARTICLE SIX
NEGATIVE COVENANTS
Each Loan Party covenants and agrees that, until the Termination Date, such Loan
Party shall perform, and shall cause each of its Subsidiaries to perform, all
covenants in this Article Six.
Section 6.01
Indebtedness.
No Loan Party shall, nor shall it permit any of its Subsidiaries to, directly or
indirectly, create, incur, assume or guaranty, or otherwise become or remain
directly or indirectly liable with respect to any Indebtedness, except:
(A)
THE OBLIGATIONS;
(B)
INDEBTEDNESS OF ANY GUARANTOR TO BORROWER OR
TO ANY SUBSIDIARY OF BORROWER, OF BORROWER TO ANY GUARANTOR, OF ANY
NON-GUARANTOR SUBSIDIARY TO ANY NON-GUARANTOR SUBSIDIARY, OR UP TO $1,200,000 OF
INDEBTEDNESS OF ANY NON-GUARANTOR SUBSIDIARY TO BORROWER OR ANY GUARANTOR;
PROVIDED, (I) ALL SUCH INDEBTEDNESS SHALL BE SUBJECT TO A FIRST PRIORITY LIEN
PURSUANT TO THE PLEDGE AND SECURITY AGREEMENT, (II) ALL SUCH INDEBTEDNESS SHALL
BE UNSECURED, AND (III) ANY PAYMENT BY ANY SUCH GUARANTOR UNDER ANY GUARANTY OF
THE OBLIGATIONS SHALL RESULT IN A PRO TANTO REDUCTION OF THE AMOUNT OF ANY
INDEBTEDNESS OWED BY SUCH SUBSIDIARY TO BORROWER OR TO ANY OF ITS SUBSIDIARIES
FOR WHOSE BENEFIT SUCH PAYMENT IS MADE;
(C)
THE FIRST LIEN OBLIGATIONS (AS DEFINED IN
THE INTERCREDITOR AGREEMENT);
(D)
INDEBTEDNESS INCURRED BY BORROWER OR ANY OF
ITS SUBSIDIARIES ARISING FROM AGREEMENTS PROVIDING FOR INDEMNIFICATION,
ADJUSTMENT OF PURCHASE PRICE, EARNOUTS OR SIMILAR OBLIGATIONS, OR FROM
GUARANTIES OR LETTERS OF CREDIT, SURETY BONDS OR PERFORMANCE BONDS SECURING THE
PERFORMANCE OF BORROWER OR ANY SUCH SUBSIDIARY PURSUANT TO SUCH AGREEMENTS, IN
CONNECTION WITH PERMITTED ACQUISITIONS OR PERMITTED DISPOSITIONS OF ANY
BUSINESS, ASSETS OR SUBSIDIARY OF BORROWER OR ANY OF ITS SUBSIDIARIES;
(E)
INDEBTEDNESS WHICH MAY BE DEEMED TO EXIST
PURSUANT TO ANY GUARANTIES, PERFORMANCE, SURETY, STATUTORY, APPEAL OR SIMILAR
OBLIGATIONS INCURRED IN THE ORDINARY COURSE OF BUSINESS;
(F)
INDEBTEDNESS IN RESPECT OF NETTING
SERVICES, OVERDRAFT PROTECTIONS AND OTHERWISE IN CONNECTION WITH DEPOSIT
ACCOUNTS;
(G)
GUARANTIES BY BORROWER OF INDEBTEDNESS OF A
GUARANTOR OR GUARANTIES BY A SUBSIDIARY OF BORROWER OF INDEBTEDNESS OF BORROWER
OR A GUARANTOR WITH RESPECT, IN EACH CASE, TO INDEBTEDNESS OTHERWISE PERMITTED
TO BE INCURRED PURSUANT TO THIS SECTION 6.01;
(H)
INDEBTEDNESS DESCRIBED IN SCHEDULE 6.01, BUT
NOT ANY EXTENSIONS, REFINANCINGS, RENEWALS OR REPLACEMENTS OF SUCH INDEBTEDNESS
EXCEPT FOR ANY PERMITTED REFINANCING THEREOF;
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(I)
OBLIGATIONS TO MAKE THE INITIAL EARNOUT
PAYMENTS AND MILESTONE PAYMENTS AND ANY EARNOUT SELLER NOTES RELATED THERETO;
(J)
INDEBTEDNESS IN RESPECT OF THE INITIAL