TO
ITS RESPECTIVE EMPLOYEES ON AN ARM'S-LENGTH BASIS IN THE ORDINARY COURSE OF
BUSINESS CONSISTENT WITH PAST PRACTICES FOR TRAVEL AND ENTERTAINMENT EXPENSES,
RELOCATION COSTS AND SIMILAR PURPOSES UP TO A MAXIMUM OF THE DOLLAR EQUIVALENT
OF $250,000 TO ANY EMPLOYEE AND UP TO A MAXIMUM OF THE DOLLAR EQUIVALENT OF
$1,000,000 IN THE AGGREGATE AT ANY ONE TIME OUTSTANDING AND EXCEPT FOR LOANS OR
ADVANCES MADE IN CONNECTION WITH A MANAGEMENT OR EMPLOYEE STOCK OWNERSHIP
PROGRAM, THE PROCEEDS OF WHICH ARE IMMEDIATELY INVESTED IN HOLDINGS' STOCK AND
CONTRIBUTED TO THE CAPITAL OF BORROWER.
6.5
CAPITAL STRUCTURE AND BUSINESS.
SUCH CREDIT
PARTY SHALL NOT AMEND ITS CHARTER OR BYLAWS IN A MANNER THAT COULD REASONABLY BE
EXPECTED TO ADVERSELY AFFECT AGENT OR LENDERS OR SUCH CREDIT PARTY'S DUTY OR
ABILITY TO REPAY THE OBLIGATIONS.
SUCH CREDIT PARTY SHALL NOT ENGAGE
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IN ANY BUSINESS OTHER THAN THE BUSINESSES CURRENTLY ENGAGED IN BY THE CREDIT
PARTIES OR ANY BUSINESS REASONABLY RELATED THERETO.
SUCH CREDIT PARTY (IF NOT
HOLDINGS OR BORROWER) SHALL NOT ISSUE ANY ADDITIONAL SHARES OF STOCK.
6.6
GUARANTEED INDEBTEDNESS.
SUCH CREDIT PARTY
SHALL NOT CREATE, INCUR, ASSUME OR PERMIT TO EXIST ANY GUARANTEED INDEBTEDNESS
EXCEPT (A) BY ENDORSEMENT OF INSTRUMENTS OR ITEMS OF PAYMENT FOR DEPOSIT TO THE
GENERAL ACCOUNT OF ANY CREDIT PARTY, AND (B) FOR GUARANTEED INDEBTEDNESS
INCURRED FOR THE BENEFIT OF ANY OTHER CREDIT PARTY IF THE PRIMARY OBLIGATION IS
EXPRESSLY PERMITTED BY THIS AGREEMENT; PROVIDED, THAT NEITHER BORROWER NOR ANY
OF ITS DOMESTIC SUBSIDIARIES SHALL CREATE, INCUR, ASSUME OR PERMIT TO EXIST ANY
GUARANTEED INDEBTEDNESS FOR THE BENEFIT OF HOLDINGS OR ANY FOREIGN SUBSIDIARY.
6.7
LIENS.
SUCH CREDIT PARTY SHALL NOT CREATE,
INCUR, ASSUME OR PERMIT TO EXIST ANY LIEN ON OR WITH RESPECT TO ITS ACCOUNTS.
SUCH CREDIT PARTY SHALL NOT CREATE, INCUR, ASSUME OR PERMIT TO EXIST ANY LIEN ON
OR WITH RESPECT TO ANY OF ITS OTHER PROPERTIES OR ASSETS (WHETHER NOW OWNED OR
HEREAFTER ACQUIRED) EXCEPT FOR (A) PERMITTED ENCUMBRANCES; (B) LIENS IN
EXISTENCE ON THE DATE HEREOF (EXCLUSIVE OF LIENS OF THE PRIOR LENDERS,
DISCHARGED ON THE CLOSING DATE OR THE EFFECTIVE DATE) AND SUMMARIZED ON
DISCLOSURE SCHEDULE (6.7) SECURING THE INDEBTEDNESS DESCRIBED ON DISCLOSURE
SCHEDULE (6.3) AND PERMITTED REFINANCINGS, EXTENSIONS AND RENEWALS THEREOF,
INCLUDING EXTENSIONS OR RENEWALS OF ANY SUCH LIENS; PROVIDED, THAT THE PRINCIPAL
AMOUNT OF THE INDEBTEDNESS SO SECURED IS NOT INCREASED AND THE LIEN DOES NOT
ATTACH TO ANY OTHER PROPERTY; AND (C) LIENS CREATED AFTER THE DATE HEREOF BY
CONDITIONAL SALE OR OTHER TITLE RETENTION AGREEMENTS (INCLUDING CAPITAL LEASES)
OR IN CONNECTION WITH PURCHASE MONEY INDEBTEDNESS WITH RESPECT TO REAL ESTATE,
IMPROVEMENTS THERETO, OR EQUIPMENT AND FIXTURES ACQUIRED BY ANY CREDIT PARTY IN
THE ORDINARY COURSE OF BUSINESS, INVOLVING THE INCURRENCE OF AN AGGREGATE AMOUNT
OF PURCHASE MONEY INDEBTEDNESS AND CAPITAL LEASE OBLIGATIONS OF NOT MORE THAN
THE DOLLAR EQUIVALENT OF $5,000,000 OUTSTANDING AT ANY ONE TIME FOR ALL SUCH
LIENS (PROVIDED, THAT SUCH LIENS ATTACH ONLY TO THE ASSETS SUBJECT TO SUCH
PURCHASE