NOT LIQUIDATE, DISSOLVE OR SUSPEND ITS BUSINESS OPERATIONS, EXCEPT FOR:
(a)
the sale of Inventory in the ordinary course of business;
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(b)
the sale of equipment that is obsolete, not fully functional or no
longer useful in the business of an Obligor; provided that the aggregate value
of such disposed equipment in any Fiscal Year is less than $7,500,000;
(c)
other dispositions of personal property if the aggregate net book
value of such disposed property in any Fiscal Year does not exceed 5% of
Borrower's consolidated assets as shown on its balance sheet as of the end of
the immediately preceding Fiscal Year;
(d)
the sale, lease or transfer of all or a substantial part of the
assets of an Obligor (other than the Borrower) to another Obligor;
(e)
the merger of any Obligor (other than the Borrower) with or into
another Obligor, or the liquidation, winding up or dissolving of any Obligor
(other than the Borrower);
(f)
discounting or otherwise compromising for less than face value
notes or accounts receivable in order to resolve disputes that occur in the
ordinary course of business;
(g)
the sale or disposing of shares of Capital Stock of any
Subsidiaries to the extent permitted by Section 6.6; and
(h)
the merger of any Person with or into an Obligor if the
acquisition of the Capital Stock of such Person by the Obligor would have been
permitted pursuant to Section 6.4; provided that (i) in the case of the
Borrower, the Borrower shall be the continuing or surviving Person; (ii) if a
Guarantor is not the surviving or continuing Person, the surviving Person
becomes a Guarantor and complies with the provisions of Section 5.8; and
(iii) no Default or Event of Default shall have occurred or be continuing after
giving effect thereto.
SECTION 6.9
SALE AND LEASEBACK.
THE BORROWER WILL NOT, AND WILL NOT
PERMIT ANY OTHER OBLIGOR TO, ENTER INTO ANY ARRANGEMENT, DIRECTLY OR INDIRECTLY,
WITH ANY OTHER PERSON WHEREBY ANY OBLIGOR SHALL SELL OR TRANSFER ANY REAL OR
PERSONAL PROPERTY, WHETHER NOW OWNED OR HEREAFTER ACQUIRED, AND THEN OR
THEREAFTER RENT OR LEASE AS LESSEE SUCH PROPERTY OR ANY PART THEREOF OR ANY
OTHER PROPERTY THAT AN OBLIGOR INTENDS TO USE FOR SUBSTANTIALLY THE SAME PURPOSE
OR PURPOSES AS THE PROPERTY BEING SOLD OR TRANSFERRED.
SECTION 6.10
RESTRICTIONS ON NATURE OF BUSINESS.
THE BORROWER WILL NOT,
AND WILL NOT PERMIT ANY OTHER OBLIGOR TO, ENGAGE IN ANY LINE OF BUSINESS
MATERIALLY DIFFERENT FROM THAT PRESENTLY ENGAGED IN BY THE BORROWER OR ANY SUCH
OBLIGOR AND WILL NOT, AND WILL NOT PERMIT ANY OTHER OBLIGOR TO, PURCHASE, LEASE
OR OTHERWISE ACQUIRE ASSETS NOT RELATED TO ITS BUSINESS.
SECTION 6.11
ACCOUNTING.
THE BORROWER WILL NOT, AND WILL NOT PERMIT ANY
OTHER OBLIGOR TO, ADOPT ANY MATERIAL CHANGE IN ACCOUNTING PRINCIPLES, OTHER THAN
AS REQUIRED BY GAAP, AND WILL NOT, AND WILL NOT PERMIT ANY OTHER OBLIGOR TO,
ADOPT, PERMIT OR CONSENT TO ANY CHANGE IN ITS FISCAL YEAR.
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SECTION 6.12