MATERIALLY IMPAIR THE USE THEREOF IN THE
OPERATION OF ITS BUSINESS;
(E)
JUDGMENT LIENS THAT SHALL NOT HAVE BEEN IN
EXISTENCE FOR A PERIOD LONGER THAN 30 DAYS AFTER THE CREATION THEREOF OR, IF A
STAY OF EXECUTION SHALL HAVE BEEN OBTAINED, FOR A PERIOD LONGER THAN 30 DAYS
AFTER THE EXPIRATION OF SUCH STAY;
(F)
EASEMENTS, RIGHTS OF WAY, RESTRICTIONS
AND OTHER SIMILAR CHARGES OR ENCUMBRANCES RELATING TO REAL PROPERTY AND NOT
INTERFERING IN A MATERIAL WAY WITH THE ORDINARY CONDUCT OF ITS BUSINESS;
(G)
ENCUMBRANCES SECURING THE PURCHASE PRICE OF
CAPITAL ASSETS (INCLUDING RIGHTS OF LESSORS UNDER CAPITAL LEASES) TO THE EXTENT
SUCH PURCHASE IS PERMITTED HEREUNDER, PROVIDED,
55
HOWEVER, THAT (A) EACH SUCH ENCUMBRANCE IS GIVEN SOLELY TO SECURE THE PURCHASE
PRICE OF, OR THE LEASE OBLIGATIONS RELATING TO, SUCH PROPERTY, DOES NOT EXTEND
TO ANY OTHER PROPERTY AND IS GIVEN AT THE TIME OF THE ACQUISITION OF THE
PROPERTY, AND (B) THE INDEBTEDNESS SECURED THEREBY DOES NOT EXCEED THE LESSER OF
THE COST OF SUCH PROPERTY OR ITS FAIR MARKET VALUE AT THE TIME SUCH SECURITY
INTEREST ATTACHES, AND IN ANY EVENT, SUCH INDEBTEDNESS DOES NOT EXCEED (I)
$3,000,000 IN THE CASE OF VEHICLE CAPITAL LEASES OR PURCHASE MONEY SECURITY
INTERESTS WHICH EXIST ON THE CLOSING DATE (AND REFINANCINGS THEREOF IN THE
ORDINARY COURSE OF BUSINESS, PROVIDED THAT THE AGGREGATE $3,000,000 LIMIT IS NOT
EXCEEDED), AND (II) $1,000,000 FOR ALL OTHER PURPOSES, IN THE AGGREGATE
OUTSTANDING AT ANY TIME; AND
(h)
Encumbrances expressly permitted under
Section 6.1(g).
In addition, the Borrower shall not, nor shall the Borrower permit any other
member of the Borrower Affiliated Group or any of its other Subsidiaries to,
enter into or permit to exist any arrangement or agreement which directly or
indirectly prohibits the Borrower or any such other member of the Borrower
Affiliated Group or Subsidiary from creating or incurring any Encumbrance in
favor of the Administrative Agent for the benefit of the Banks and the
Administrative Agent under the Loan Documents.
6.5.
MERGER; CONSOLIDATION; SALE OR LEASE OF
ASSETS; PERMITTED ACQUISITIONS.
THE BORROWER SHALL NOT, NOR SHALL PERMIT ANY
OTHER MEMBER OF THE BORROWER AFFILIATED GROUP TO, (A) SELL, LEASE OR OTHERWISE
DISPOSE OF ASSETS OR PROPERTIES (VALUED AT THE LOWER OF COST OR FAIR MARKET
VALUE), OTHER THAN (I) SALES OF INVENTORY IN THE ORDINARY COURSE OF BUSINESS,
AND (II) SALES OF ASSETS NOT IN THE ORDINARY COURSE OF BUSINESS IN AN AGGREGATE
AMOUNT NOT TO EXCEED $500,000 IN ANY FISCAL YEAR OF THE BORROWER AFFILIATED
GROUP; OR (B) LIQUIDATE, MERGE OR CONSOLIDATE INTO OR WITH ANY OTHER PERSON OR
ENTER INTO OR UNDERTAKE ANY PLAN OR AGREEMENT OF LIQUIDATION, MERGER OR
CONSOLIDATION WITH ANY OTHER PERSON, PROVIDED THAT ANY WHOLLY-OWNED SUBSIDIARY
OF THE BORROWER MAY MERGE OR CONSOLIDATE INTO OR WITH (I) THE BORROWER IF NO
DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING OR WOULD RESULT FROM
SUCH MERGER AND IF THE BORROWER IS THE SURVIVING COMPANY, OR (II) ANY OTHER
WHOLLY-OWNED SUBSIDIARY