OWED UNDER THE EXISTING CREDIT AGREEMENT OR
ANY OTHER EXISTING INDEBTEDNESS OF THE LOAN PARTIES AND (B) FOR GENERAL
CORPORATE PURPOSES, INCLUDING ACQUISITIONS, NOT IN CONTRAVENTION OF ANY LAW OR
OF ANY LOAN DOCUMENT.
6.12
ADDITIONAL GUARANTORS.
(A)
SUBJECT TO SECTION 6.12(B), NOTIFY THE
ADMINISTRATIVE AGENT AT THE TIME THAT ANY PERSON BECOMES A RESTRICTED
SUBSIDIARY, AND WITHIN 25 BUSINESS DAYS, CAUSE SUCH PERSON TO (I) BECOME A
GUARANTOR BY EXECUTING AND DELIVERING TO THE ADMINISTRATIVE AGENT A
COUNTERPART OF THE GUARANTY OR SUCH OTHER DOCUMENT AS THE ADMINISTRATIVE AGENT
SHALL DEEM APPROPRIATE FOR SUCH PURPOSE, AND (II) DELIVER TO THE ADMINISTRATIVE
AGENT DOCUMENTS OF THE TYPES REFERRED TO IN CLAUSES (III) AND (IV) OF
SECTION 4.01(A) AND A FAVORABLE OPINION OF COUNSEL TO SUCH PERSON LOCATED IN THE
JURISDICTION OF ORGANIZATION OF SUCH PERSON IN FORM, CONTENT AND SCOPE
REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT.
(B)
NOTWITHSTANDING ANY OTHER PROVISION IN THIS
AGREEMENT, A SUBSIDIARY SHALL NOT BE REQUIRED TO BECOME A GUARANTOR IN THE
MANNER CONTEMPLATED BY SECTION 6.12(A) IF PRIOR TO THE EXPIRATION OF SUCH 25
BUSINESS DAY PERIOD, SUCH SUBSIDIARY IS DESIGNATED AN UNRESTRICTED SUBSIDIARY IN
ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT.
(C)
NOTWITHSTANDING ANYTHING IN THIS
SECTION 6.12 OR ELSEWHERE IN ANY LOAN DOCUMENT TO THE CONTRARY, IF ANY
SUBSIDIARY THAT IS NOT A GUARANTOR SHALL BE REQUIRED TO GUARANTEE ANY PUBLIC
INDEBTEDNESS, THEN SUCH SUBSIDIARY, NO LATER THAN 5 DAYS AFTER EXECUTING SUCH
GUARANTEE OF PUBLIC INDEBTEDNESS, SHALL BECOME A GUARANTOR BY EXECUTING AND
DELIVERING TO THE ADMINISTRATIVE AGENT A COUNTERPART OF THE GUARANTY AND
OTHERWISE COMPLYING WITH THE REQUIREMENTS OF SECTION 6.12(A), WHETHER OR NOT
SUCH SUBSIDIARY IS A RESTRICTED SUBSIDIARY.
70
ARTICLE VII.
NEGATIVE COVENANTS
From the Closing Date, 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
shall not, nor shall it permit any Restricted 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)
PERMITTED LIENS;
(B)
LIENS PURSUANT TO ANY LOAN DOCUMENT;
(C)
LIENS EXISTING ON THE DATE HEREOF AND
LISTED ON SCHEDULE 7.01 AND ANY RENEWALS OR EXTENSIONS THEREOF, PROVIDED THAT
THE PROPERTY COVERED THEREBY IS NOT INCREASED AND ANY RENEWAL OR EXTENSION OF
THE OBLIGATIONS SECURED OR BENEFITED THEREBY IS PERMITTED BY SECTION 7.03(A);
(D)
PLEDGES OR DEPOSITS IN THE ORDINARY COURSE
OF BUSINESS IN CONNECTION WITH WORKERS' COMPENSATION, UNEMPLOYMENT INSURANCE AND
OTHER SOCIAL SECURITY LEGISLATION, OTHER THAN ANY LIEN IMPOSED BY ERISA;
(E)
DEPOSITS TO SECURE THE PERFORMANCE OF BIDS,
TRADE CONTRACTS AND LEASES (OTHER THAN INDEBTEDNESS), STATUTORY OBLIGATIONS,
SURETY BONDS (OTHER THAN BONDS RELATED TO JUDGMENTS OR LITIGATION), PERFORMANCE
BONDS AND OTHER OBLIGATIONS OF A LIKE NATURE INCURRED IN THE ORDINARY COURSE OF
BUSINESS; AND
(F)
LIENS SECURING INDEBTEDNESS TO THE EXTENT
PERMITTED UNDER SECTION 7.03(F).