MATERIALLY MORE BURDENSOME OR RESTRICTIVE TO THE
APPLICABLE BORROWER, (III) IF THE INDEBTEDNESS THAT IS REFINANCED, RENEWED, OR
EXTENDED WAS SUBORDINATED IN RIGHT OF PAYMENT TO THE OBLIGATIONS, THEN THE TERMS
AND CONDITIONS OF THE
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REFINANCING, RENEWAL, OR EXTENSION INDEBTEDNESS MUST INCLUDE SUBORDINATION TERMS
AND CONDITIONS THAT ARE AT LEAST AS FAVORABLE TO THE LENDER GROUP AS THOSE THAT
WERE APPLICABLE TO THE REFINANCED, RENEWED, OR EXTENDED INDEBTEDNESS, AND (IV)
THE INDEBTEDNESS THAT IS REFINANCED, RENEWED, OR EXTENDED IS NOT RECOURSE TO ANY
PERSON THAT IS LIABLE ON ACCOUNT OF THE OBLIGATIONS OTHER THAN THOSE PERSONS
WHICH WERE OBLIGATED WITH RESPECT TO THE INDEBTEDNESS THAT WAS REFINANCED,
RENEWED, OR EXTENDED,
(G)
ENDORSEMENT OF INSTRUMENTS OR OTHER PAYMENT ITEMS FOR DEPOSIT, AND
(H)
INDEBTEDNESS COMPRISING PERMITTED INVESTMENTS.
6.2
LIENS. CREATE, INCUR, ASSUME, OR SUFFER TO EXIST, DIRECTLY OR
INDIRECTLY, ANY LIEN ON OR WITH RESPECT TO ANY OF ITS ASSETS, OF ANY KIND,
WHETHER NOW OWNED OR HEREAFTER ACQUIRED, OR ANY INCOME OR PROFITS THEREFROM,
EXCEPT FOR PERMITTED LIENS (INCLUDING LIENS THAT ARE REPLACEMENTS OF PERMITTED
LIENS TO THE EXTENT THAT THE ORIGINAL INDEBTEDNESS IS REFINANCED, RENEWED, OR
EXTENDED UNDER SECTION 6.1(E) AND SO LONG AS THE REPLACEMENT LIENS ONLY ENCUMBER
THOSE ASSETS THAT SECURED THE REFINANCED, RENEWED, OR EXTENDED INDEBTEDNESS).
6.3
RESTRICTIONS ON FUNDAMENTAL CHANGES.
(A)
ENTER INTO ANY MERGER OR CONSOLIDATION, REORGANIZATION OR
RECAPITALIZATION (OTHER THAN ANY MERGER (X) BETWEEN ANY DOMESTIC SUBSIDIARY AND
PARENT IN WHICH PARENT IS THE SURVIVING CORPORATION OR (Y) BETWEEN TWO FOREIGN
SUBSIDIARIES) NOT OTHERWISE PERMITTED UNDER THE LOAN DOCUMENTS, OR RECLASSIFY
ITS STOCK OTHER THAN PURSUANT TO THE TERMS OF SUCH STOCK;
(B)
LIQUIDATE, WIND UP, OR DISSOLVE ITSELF (OR SUFFER ANY LIQUIDATION
OR DISSOLUTION),
(C)
CONVEY, SELL, LEASE, LICENSE, ASSIGN, TRANSFER, OR OTHERWISE
DISPOSE OF, IN ONE TRANSACTION OR A SERIES OF TRANSACTIONS, ALL OR SUBSTANTIALLY
ALL OF ITS ASSETS, OR
(D)
OTHER THAN PERMITTED DISPOSITIONS, SUSPEND OR GO OUT OF A
SUBSTANTIAL PORTION OF ITS OR THEIR BUSINESS.
6.4
DISPOSAL OF ASSETS. OTHER THAN PERMITTED DISPOSITIONS, CONVEY,
SELL, LEASE, LICENSE, ASSIGN, TRANSFER, OR OTHERWISE DISPOSE OF ANY OF THE
ASSETS OF ANY BORROWER OR ANY SUBSIDIARY OF A BORROWER.
6.5
CHANGE NAME. CHANGE ANY BORROWER'S OR ANY OF ITS SUBSIDIARIES'
NAME, ORGANIZATIONAL IDENTIFICATION NUMBER, STATE OF ORGANIZATION, OR
ORGANIZATIONAL IDENTITY; PROVIDED, HOWEVER, THAT A BORROWER OR A SUBSIDIARY OF A
BORROWER MAY CHANGE ITS NAME UPON AT LEAST 30 DAYS' PRIOR WRITTEN NOTICE BY
ADMINISTRATIVE BORROWER TO AGENT OF SUCH CHANGE AND SO LONG AS, AT THE TIME OF
SUCH WRITTEN NOTIFICATION, SUCH BORROWER OR SUCH SUBSIDIARY PROVIDES ANY
FINANCING STATEMENTS NECESSARY TO PERFECT AND CONTINUE PERFECTED THE AGENT'S
LIENS.
6.6
NATURE OF BUSINESS. MAKE ANY CHANGE IN THE PRINCIPAL NATURE OF
THEIR BUSINESS.
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6.7
PREPAYMENTS AND AMENDMENTS. EXCEPT IN CONNECTION WITH A
REFINANCING PERMITTED BY SECTION 6.1(E):
(A)
OPTIONALLY PREPAY, REDEEM, DEFEASE, PURCHASE, OR OTHERWISE ACQUIRE
ANY INDEBTEDNESS OF ANY BORROWER OR A SUBSIDIARY OF A BORROWER, OTHER THAN THE
OBLIGATIONS IN ACCORDANCE WITH THIS AGREEMENT,