be used for, one or more Investments to be made in
accordance with the terms of Section 7.05(h), or one or more Restricted Payments
to be made in accordance with the terms of Section 7.06.
"Permitted Equity Issuance" means any sale or issuance of any Equity Interests
(other than Redeemable Equity Interests) of Holdings to the extent (a) Holdings
contributes the Net Cash Proceeds thereof to the Borrower and (b) such Net Cash
Proceeds are not required to be applied to the prepayment of the Loans pursuant
to Section 2.05(b).
"Permitted Holdco Debt" has the meaning specified in Section 7.02(c)(ii).
"Permitted Liens" means the following types of Liens (excluding any such Lien
imposed pursuant to Section 401(a)(29) or 412(n) of the Internal Revenue Code or
by ERISA or any such Lien relating to or imposed in connection with any
Environmental Action):
(A)
LIENS FOR TAXES, ASSESSMENTS AND GOVERNMENTAL CHARGES OR LEVIES TO
THE EXTENT NOT OTHERWISE REQUIRED TO BE PAID UNDER SECTION 6.02;
(B)
LIENS IMPOSED BY LAW, SUCH AS MATERIALMEN'S, MECHANICS',
CARRIERS', WORKMEN'S, STORAGE AND REPAIRMEN'S LIENS AND OTHER SIMILAR LIENS
ARISING IN THE ORDINARY COURSE OF BUSINESS AND SECURING OBLIGATIONS (OTHER THAN
INDEBTEDNESS FOR BORROWED MONEY) TO THE EXTENT NOT OTHERWISE REQUIRED TO BE PAID
UNDER SECTION 6.02;
(C)
LIENS INCURRED OR PLEDGES OR DEPOSITS MADE TO SECURE OBLIGATIONS
INCURRED IN THE ORDINARY COURSE OF BUSINESS UNDER WORKERS' COMPENSATION LAWS,
UNEMPLOYMENT
31
INSURANCE OR OTHER SIMILAR SOCIAL SECURITY LEGISLATION (OTHER THAN IN RESPECT OF
EMPLOYEE BENEFIT PLANS SUBJECT TO ERISA) OR TO SECURE PUBLIC OR STATUTORY
OBLIGATIONS;
(D)
LIENS SECURING THE PERFORMANCE OF, OR PAYMENT IN RESPECT OF, BIDS,
INSURANCE PREMIUMS, DEDUCTIBLES OR CO-INSURED AMOUNTS, TENDERS, GOVERNMENT OR
UTILITY CONTRACTS (OTHER THAN FOR THE REPAYMENT OF BORROWED MONEY), SURETY,
STAY, CUSTOMS AND APPEAL BONDS AND OTHER OBLIGATIONS OF A SIMILAR NATURE
INCURRED IN THE ORDINARY COURSE OF BUSINESS;
(E)
ANY INTEREST OR TITLE OF A LESSOR OR SUBLESSOR OR A LICENSOR AND
ANY RESTRICTION OR ENCUMBRANCE TO WHICH THE INTEREST OR TITLE OF SUCH LESSOR,
SUBLESSOR OR LICENSOR MAY BE SUBJECT THAT IS INCURRED IN THE ORDINARY COURSE OF
BUSINESS;
(F)
LIENS ARISING OUT OF JUDGMENTS OR AWARDS THAT DO NOT CONSTITUTE
AN EVENT OF DEFAULT UNDER SECTION 8.01(G);
(G)
LIENS IN FAVOR OF CUSTOMS AND REVENUE AUTHORITIES ARISING AS A
MATTER OF LAW OR PURSUANT TO A BOND TO SECURE PAYMENT OF CUSTOMS DUTIES IN
CONNECTION WITH THE IMPORTATION OF GOODS;
(H)
CUSTOMARY RIGHTS OF SETOFF UPON DEPOSITS OF CASH IN FAVOR OF BANKS
OR OTHER DEPOSITORY INSTITUTIONS IN WHICH SUCH CASH IS MAINTAINED IN THE
ORDINARY COURSE OF BUSINESS;
(I)
EASEMENTS, RIGHTS-OF-WAY, ZONING RESTRICTIONS AND OTHER
ENCUMBRANCES AND SURVEY EXCEPTIONS, MINOR DEFECTS OR IRREGULARITIES IN TITLE AND
OTHER SIMILAR RESTRICTIONS ON TITLE TO, OR THE USE OF, REAL PROPERTY THAT DO
NOT, EITHER INDIVIDUALLY OR IN THE AGGREGATE, MATERIALLY AND ADVERSELY AFFECT
THE USE OF SUCH REAL PROPERTY FOR ITS INTENDED PURPOSES OR THE CONDUCT OF THE
BUSINESS OF THE BORROWER AND ITS SUBSIDIARIES IN