or omission the subordination of such Subordinated Debt, or any part
thereof, to the Obligations might be terminated, impaired or adversely affected;
or (e) omit to give the Administrative Agent prompt notice of any notice
received from any
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holder of Subordinated Debt, or any trustee therefor, or of any default under
any agreement or instrument relating to any Subordinated Debt by reason whereof
such Subordinated Debt might become or be declared to be due or payable, .
Section 6.11
Investments.
No Borrower will
acquire for value, make, have or hold any Investments, except:
(A)
INVESTMENTS EXISTING ON THE DATE OF THIS
AGREEMENT AND DESCRIBED ON SCHEDULE 6.11.
(B)
TRAVEL ADVANCES TO MANAGEMENT PERSONNEL AND
EMPLOYEES IN THE ORDINARY COURSE OF BUSINESS.
(C)
INVESTMENTS IN READILY MARKETABLE DIRECT
OBLIGATIONS ISSUED OR GUARANTEED BY THE UNITED STATES OR ANY AGENCY THEREOF AND
SUPPORTED BY THE FULL FAITH AND CREDIT OF THE UNITED STATES.
(D)
CERTIFICATES OF DEPOSIT OR BANKERS'
ACCEPTANCES ISSUED BY ANY COMMERCIAL BANK ORGANIZED UNDER THE LAWS OF THE UNITED
STATES OR ANY STATE THEREOF WHICH HAS (I) COMBINED CAPITAL AND SURPLUS OF AT
LEAST $100,000,000, AND (II) A CREDIT RATING WITH RESPECT TO ITS UNSECURED
INDEBTEDNESS FROM A NATIONALLY RECOGNIZED RATING SERVICE THAT IS REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT.
(E)
COMMERCIAL PAPER GIVEN THE HIGHEST RATING
BY A NATIONALLY RECOGNIZED RATING SERVICE.
(F)
REPURCHASE AGREEMENTS RELATING TO
SECURITIES ISSUED OR GUARANTEED AS TO PRINCIPAL AND INTEREST BY THE UNITED
STATES OF AMERICA WITH A TERM OF NOT MORE THAN SEVEN (7) DAYS; PROVIDED ALL SUCH
AGREEMENTS SHALL REQUIRE PHYSICAL DELIVERY OF THE SECURITIES SECURING SUCH
REPURCHASE AGREEMENT, EXCEPT THOSE DELIVERED THROUGH THE FEDERAL RESERVE BOOK
ENTRY SYSTEM
(G)
OTHER READILY MARKETABLE INVESTMENTS IN DEBT
SECURITIES WHICH ARE REASONABLY ACCEPTABLE TO THE REQUIRED LENDERS.
(H)
ANY OTHER INVESTMENT IF THE AGGREGATE
CONSIDERATION THEREFOR DOES NOT EXCEED $500,000.
(I)
THE MOARK ACQUISITION.
Any Investments under clauses (c), (d), (e) or (f) above must mature within one
year of the acquisition thereof by the Borrower.
Section 6.12
Indebtedness.
The Borrower will not
incur, create, issue, assume or suffer to exist any Indebtedness, except:
(A)
THE OBLIGATIONS.
(B)
CURRENT LIABILITIES, OTHER THAN FOR BORROWED
MONEY, INCURRED IN THE ORDINARY COURSE OF BUSINESS.
(C)
INDEBTEDNESS EXISTING ON THE DATE OF THIS
AGREEMENT AND DISCLOSED ON SCHEDULE 6.12, BUT NOT INCLUDING ANY EXTENSION OR
REFINANCING THEREOF.
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(D)
INDEBTEDNESS SECURED BY LIENS PERMITTED
UNDER SECTION 6.13 HEREOF.
(E)
SUBORDINATED DEBT.
Section 6.13
Liens.
No Borrower will create,
incur, assume or suffer to exist any Lien, or enter into, or make any commitment
to enter into, any arrangement for the acquisition of any property through
conditional sale, lease-purchase or other title retention agreements, with
respect to any property now owned or hereafter acquired by the Borrower, except:
(A)
LIENS GRANTED TO THE ADMINISTRATIVE AGENT
AND THE LENDERS UNDER THE SECURITY DOCUMENTS TO SECURE THE OBLIGATIONS.
(B)
LIENS EXISTING ON THE DATE OF THIS AGREEMENT
AND DISCLOSED ON SCHEDULE 6.13.
(C)
DEPOSITS OR