Exide U. S. and the other U.S. Credit Parties shall, along with the Administrative Agent and each of those banks in which the U.S. Disbursement Accounts are maintained, enter into on or prior to the 90th day (or such later day as may be agreed by the Administrative Agent in its sole discretion) following the Initial Borrowing Date and thereafter maintain Cash Management Control Agreements with respect to each such U.S. Disbursement Account (except with respect to Exempted Disbursement Accounts and Exempted Deposit Accounts). The European Borrower and each other Foreign ABL Credit Party shall, along with the Administrative Agent and each of those banks in which the Foreign Disbursement Accounts are maintained, enter into on or prior to the 90th day following the Initial Borrowing Date (or such later date as may be agreed to be the Administrative Agent in its sole discretion) and thereafter maintain Cash Management Control Agreements with respect to each such Foreign Disbursement Account (except with respect to Exempted Disbursement Accounts and Exempted Deposit Account).
Exide U. S. and each of its Subsidiaries has complied with, and on the date of each Credit Event is in compliance with, all applicable Environmental Laws and the requirements of any permits issued under such Environmental Laws and neither Exide U.S. nor any of its Subsidiaries is liable for any material penalties, fines or forfeitures for failure to comply with any of the foregoing. There are no pending or past or, to the knowledge of any Borrower, threatened Environmental Claims against Exide U.S. or any of its Subsidiaries or any Real Property owned, leased or operated by Exide U.S. or any of its Subsidiaries (including, to the knowledge of any Borrower, any such claim arising out of the ownership, lease or operation by Exide U.S. or any of its Subsidiaries of any Real Property formerly owned, leased or operated by Exide U.S. or any of its Subsidiaries but no longer owned, leased or operated by Exide U.S. or any of its Subsidiaries). There are no facts, circumstances, conditions or occurrences on any Real Property owned, leased or operated by Exide U.S. or any of its Subsidiaries (including, to the knowledge of any Borrower, any Real Property formerly owned, leased or operated by Exide U.S. or any of its Subsidiaries but no longer owned, leased or operated by Exide U.S. or any of its Subsidiaries) or, to the knowledge of any Borrower, on any property adjoining or in the vicinity of any such Real Property that would reasonably be expected (i) to form the basis of an Environmental Claim against Exide U.S. or any of its Subsidiaries or any such Real Property or (ii) to cause any such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property by Exide U.S. or any of its Subsidiaries under any applicable Environmental Law.
Exide U. S. and its Subsidiaries will not engage in any business other than a Permitted Business.
Exide U. S. and its Subsidiaries may lease (as lessee) or license (as licensee) real or personal property (including intellectual property), and may terminate such leases or licenses, all in the ordinary course of business (so long as any such lease or license does not create a Capitalized Lease Obligation, except to the extent permitted by Section 9.04A and 9.04B);
Exide U. S. and its Subsidiaries may consummate the asset sales described in a letter delivered by Exide U.S. to the Administrative Agent on or before the Effective Date, so long as (v) no Default or Event of Default then exists or would result therefrom, (w) each such sale is in an arm’s-length transaction and Exide U.S. or the respective Subsidiary receives at least Fair Market Value, (x) except for customary post-closing adjustments (to be paid in cash within 180 days following the closing of the respective sale or disposition), immediately after giving effect to each such sale or disposition, at least 75% of the total consideration received by Exide U.S. or such Subsidiary for all sales or dispositions consummated pursuant to this Section 9.02(xvi) shall have been cash paid at the time of the closing of such sales or dispositions and (y) the aggregate amount of the proceeds (taking the amount of cash and Cash Equivalents, and the Fair Market Value, as determined in good faith by Exide U.S., of all other consideration) received from all assets sold pursuant to this clause (xvi) shall not exceed $30,000,000;
Exide U. S. shall not permit any of its Subsidiaries to issue any capital stock or other Equity Interests (including by way of sales of treasury stock), except (i) for transfers and replacements of then outstanding shares of capital stock or other Equity Interests, (ii) for stock splits, stock dividends and additional issuances which do not decrease the aggregate percentage ownership of Exide U.S. and its Subsidiaries in any class of the capital stock or other Equity Interests of such Subsidiaries, (iii) in the case of Foreign Subsidiaries of Exide U.S., to qualify directors to the extent required by applicable law, (iv) Subsidiaries formed after the Effective Date pursuant to Section 9.13 may issue capital stock or other Equity Interests in accordance with the requirements of Section 9.13 and (v) issuances of Equity Interests (including Preferred Equity) by any Wholly-Owned Subsidiary of Exide U.S. to one or more other Wholly-Owned Subsidiaries of Exide U.S. All capital stock or other Equity Interests issued in accordance with this Section 9.11(b) shall, to the extent required by the relevant Security Document, be delivered to the Collateral Agent for pledge pursuant to such Security Document.
Exide U. S. may issue Qualified Preferred Stock so long as (x) no Default or Event of Default shall exist at the time of any such issuance or immediately after giving effect thereto, and (y) with respect to each issue of Qualified Preferred Stock, the gross cash proceeds therefrom (or in the case of Qualified Preferred Stock directly issued as consideration for a Permitted Acquisition, the Fair Market Value thereof of the assets received therefor) shall be at least equal to 100% of the liquidation preference thereof at the time of issuance.
Exide U. S. or any of its Subsidiaries shall (a) default in the due performance or observance by it of any term, covenant or agreement contained in Section 8.01(f)(i), 8.01(n), 8.10, 8.11, 8.12, 8.14A, 8.14B, or 9 (other than Sections 9.02(xvii) and 9.04A(xviii)) or (b) default in the due performance or observance by it of any term, covenant or agreement contained in this Agreement (other than those referred to in Section 10.01, 10.02 or clause (a) of this Section 10.03) and such default shall continue unremedied for a period of at least 15 days after notice to the defaulting party by the Administrative Agent or any Lender; provided that any Revolver Event of Default arising solely as a result of a default in the due performance or observance by Exide U.S. of the covenant contained in Section 9.08 shall not constitute an Event of Default with respect to the Term Loans until the earlier of (x) the date that is 30 days after the date such Revolver Event of Default arises and (y) the date on which the Administrative Agent, the Collateral Agent or the ABL Required Lenders exercise any remedies with respect to the ABL Obligations in accordance with clause (x) of the remedies paragraph immediately following Section 10.13; and provided, further that any Revolver Event of Default may be waived, amended or otherwise modified from time to time by the ABL Required Lenders pursuant to Section 13.12(a); or
Exide U. S. or any of its Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity; or (b) any Indebtedness (other than the Obligations) of Exide U.S. or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or shall be required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof; provided that it shall not constitute an Event of Default pursuant to clause (a) or (b) of this Section 10.04 unless the principal amount of any one issue of such Indebtedness, or the aggregate amount of all such Indebtedness referred to in clauses (a) and (b) above, equals or exceeds $15,000,000; or
Exide U. S. shall have given the Administrative Agent at least 5 Business Days’ prior written notice (or such shorter period of time as may be agreed to by the Administrative Agent in its sole discretion in any given case) of the proposed Permitted Acquisition;
