BENEFIT OF THE ADMINISTRATIVE AGENT AND THE LENDERS WITH RESPECT TO THE CREDIT
FACILITIES ESTABLISHED HEREUNDER AND THE OBLIGATIONS UNDER THE LOAN DOCUMENTS ON
A SENIOR BASIS (IN AN AGGREGATE PRINCIPAL AMOUNT EQUAL TO AT LEAST THE AGGREGATE
PRINCIPAL AMOUNT OF ALL TERM LOANS AND THE SUM OF THE REVOLVING CREDIT
COMMITMENTS ON THE DATE OF THE INCURRENCE THEREOF) AND WITHOUT A REQUIREMENT
THAT SUCH HOLDERS OF SUCH INDEBTEDNESS BE SECURED BY SUCH LIENS EQUALLY AND
RATABLY OR ON A JUNIOR BASIS.
7.15
LIMITATION ON LINES OF BUSINESS. ENTER INTO ANY
BUSINESS, EITHER DIRECTLY OR THROUGH ANY SUBSIDIARY, EXCEPT FOR THOSE BUSINESSES
IN WHICH THE US BORROWER AND ITS SUBSIDIARIES ARE ENGAGED ON THE CLOSING DATE
(AFTER GIVING EFFECT TO THE ACQUISITION) AND REASONABLE EXTENSIONS THEREOF.
7.16
LIMITATION ON AMENDMENTS TO ACQUISITION
DOCUMENTATION. AMEND, SUPPLEMENT OR OTHERWISE MODIFY (WHETHER PURSUANT TO A
WAIVER GRANTED BY OR TO SUCH PERSON OR OTHERWISE) OR FAIL TO ENFORCE THE TERMS
AND CONDITIONS OF THE ACQUISITION DOCUMENTATION, EXCEPT TO THE EXTENT THAT ANY
SUCH AMENDMENT, SUPPLEMENT OR MODIFICATION OR FAILURE TO ENFORCE COULD NOT
REASONABLY BE EXPECTED TO BE ADVERSE TO THE INTERESTS OF THE LENDERS IN ANY
MATERIAL RESPECT.
7.17
LIMITATION ON ISSUANCE OF CAPITAL STOCK. (A)
THE
US BORROWER WILL NOT, AND WILL NOT PERMIT ANY OF ITS SUBSIDIARIES TO, ISSUE
(I) ANY PREFERRED CAPITAL STOCK OR (II) ANY REDEEMABLE COMMON CAPITAL STOCK
OTHER THAN REDEEMABLE COMMON CAPITAL STOCK THAT IS
REDEEMABLE AT THE SOLE
OPTION OF THE US BORROWER OR SUCH SUBSIDIARY, AS THE CASE MAY BE.
(b)
The US Borrower will not permit any of its Subsidiaries to issue any
Capital Stock (including by way of sales of treasury stock) or any options or
warrants to purchase, or securities convertible into, Capital Stock, except (i)
for transfers and replacements of then outstanding shares of Capital Stock, (ii)
for stock splits, stock dividends and other issuances which do not decrease the
percentage ownership of the US Borrower or any of its Subsidiaries in any class
of the Capital Stock of such Subsidiary, (iii) in the case of Foreign
Subsidiaries of the US Borrower, to qualify directors to the extent required by
applicable law and for other nominal share issuances to Persons other than the
US Borrower and its Subsidiaries to the extent required
123
under applicable law, and (iv) for issuances by Subsidiaries of the US Borrower
which are newly created or acquired in accordance with the terms of this
Agreement.
7.18
LIMITATION ON ACTIVITIES OF CANADIAN HOLDING
COMPANIES AND DORMANT SUBSIDIARIES. (A) IN THE CASE OF EACH CANADIAN HOLDING
COMPANY, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT, (A) CONDUCT, TRANSACT OR OTHERWISE ENGAGE IN, OR COMMIT TO
CONDUCT, TRANSACT OR OTHERWISE ENGAGE IN, ANY BUSINESS OR OPERATIONS OTHER THAN
THOSE INCIDENTAL TO THE OWNERSHIP OF THE CAPITAL STOCK OWNED BY SUCH CANADIAN
HOLDING COMPANY ON THE CLOSING DATE, (B) INCUR, CREATE, ASSUME OR SUFFER TO
EXIST ANY INDEBTEDNESS OR OTHER LIABILITIES OR FINANCIAL