MONEY DEBT AND SUCH INDEBTEDNESS IS INCURRED WITHIN 30 DAYS FOLLOWING
SUCH PURCHASE AND DOES NOT EXCEED 100% OF THE PURCHASE PRICE OF THE SUBJECT
ASSETS), (D) LIENS PERMITTED IN ACCORDANCE WITH SECTION 6.1 AND (E) LIENS
SECURING OTHER OBLIGATIONS NOT TO EXCEED THE DOLLAR EQUIVALENT OF $500,000 IN
THE AGGREGATE.
IN ADDITION, SUCH CREDIT PARTY SHALL NOT BECOME A PARTY TO ANY
AGREEMENT, NOTE, INDENTURE OR INSTRUMENT, OR TAKE ANY OTHER ACTION, THAT WOULD
PROHIBIT THE CREATION OF A LIEN ON ANY OF ITS PROPERTIES OR OTHER ASSETS IN
FAVOR OF AGENT, ON BEHALF OF ITSELF AND LENDERS, AS ADDITIONAL COLLATERAL FOR
THE OBLIGATIONS, EXCEPT OPERATING LEASES, CAPITAL LEASES OR LICENSES WHICH
PROHIBIT LIENS UPON THE ASSETS THAT ARE SUBJECT THERETO.
6.8
SALE OF STOCK AND ASSETS.
SUCH CREDIT PARTY
SHALL NOT SELL, TRANSFER, CONVEY, ASSIGN OR OTHERWISE DISPOSE OF ANY OF ITS
PROPERTIES OR OTHER ASSETS, INCLUDING THE STOCK OF ANY OF ITS SUBSIDIARIES
(WHETHER IN A PUBLIC OR A PRIVATE OFFERING OR OTHERWISE) OR ANY OF ITS ACCOUNTS,
OTHER THAN (A) THE SALE OF INVENTORY IN THE ORDINARY COURSE OF BUSINESS, (B) THE
SALE, TRANSFER, CONVEYANCE OR OTHER DISPOSITION BY A CREDIT PARTY OF EQUIPMENT,
FIXTURES AND REAL ESTATE THAT ARE OBSOLETE OR NO LONGER USED OR USEFUL IN SUCH
CREDIT PARTY'S BUSINESS AND HAVING A BOOK VALUE NOT EXCEEDING THE DOLLAR
EQUIVALENT OF $500,000 IN THE AGGREGATE IN ANY FISCAL YEAR, (C) THE SALE,
TRANSFER, CONVEYANCE OR OTHER DISPOSITION OF OTHER EQUIPMENT AND FIXTURES HAVING
A VALUE NOT EXCEEDING THE DOLLAR EQUIVALENT OF $500,000 IN THE AGGREGATE IN ANY
FISCAL YEAR, AND (D) ASSETS ACQUIRED AS PART OF A PERMITTED ACQUISITION AND
DESIGNATED FOR DISPOSITION IN A WRITTEN NOTICE TO
52
AGENT WHEN ACQUIRED.
WITH RESPECT TO ANY DISPOSITION OF ASSETS OR OTHER
PROPERTIES PERMITTED PURSUANT TO CLAUSES (B) AND (C) ABOVE, SUBJECT TO
COMPLIANCE WITH SECTION 1.3(B), AGENT AGREES ON REASONABLE PRIOR WRITTEN NOTICE
TO RELEASE ITS LIEN ON SUCH ASSETS OR OTHER PROPERTIES IN ORDER TO PERMIT THE
APPLICABLE CREDIT PARTY TO EFFECT SUCH DISPOSITION AND SHALL EXECUTE AND
PROMPTLY DELIVER TO BORROWER, AT BORROWER'S EXPENSE, APPROPRIATE UCC-3
TERMINATION STATEMENTS AND OTHER RELEASES AS REASONABLY REQUESTED BY BORROWER.
6.9
ERISA.
SUCH CREDIT PARTY SHALL NOT, OR
SHALL CAUSE OR PERMIT ANY ERISA AFFILIATE TO, CAUSE OR PERMIT TO OCCUR AN EVENT
THAT COULD RESULT IN THE IMPOSITION OF A LIEN UNDER SECTION 412 OF THE IRC OR
SECTION 302 OR 4068 OF ERISA OR CAUSE OR PERMIT TO OCCUR AN ERISA EVENT TO THE
EXTENT SUCH ERISA EVENT COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
6.10
FINANCIAL COVENANTS.
BORROWER SHALL NOT BREACH
OR FAIL TO COMPLY WITH ANY OF THE FINANCIAL COVENANTS.
6.11
[RESERVED]
6.12
SALE-LEASEBACKS.
SUCH CREDIT PARTY SHALL NOT
ENGAGE IN ANY SALE-LEASEBACK, SYNTHETIC LEASE OR SIMILAR TRANSACTION INVOLVING
ANY OF ITS ASSETS.
6.13
CANCELLATION OF INDEBTEDNESS.
SUCH CREDIT PARTY
SHALL NOT CANCEL ANY CLAIM OR DEBT OWING TO IT, EXCEPT FOR REASONABLE
CONSIDERATION NEGOTIATED ON AN ARM'S-LENGTH