SCHEDULE 8.4; AND (J) INVESTMENTS BY THE BORROWER AND ITS SUBSIDIARIES NOT
OTHERWISE PERMITTED UNDER THIS SECTION 8.4 IN AN AGGREGATE AMOUNT NOT TO EXCEED
$5,000,000, AT ANY TIME.
SECTION 8.5
FINANCIAL COVENANT.
THE
BORROWER WILL NOT AT ANY TIME PERMIT THE RATIO OF (I) CONSOLIDATED TOTAL DEBT TO
(II) CONSOLIDATED TOTAL CAPITALIZATION TO EXCEED 0.65 TO 1.00.
SECTION 8.6
TRANSACTIONS WITH AFFILIATES.
THE BORROWER WILL NOT, AND WILL NOT PERMIT ANY OF ITS SUBSIDIARIES TO, ENTER
INTO ANY TRANSACTION OR SERIES OF TRANSACTIONS WITH ANY AFFILIATE (OTHER THAN,
IN THE CASE OF THE BORROWER, ANY SUBSIDIARY OF THE BORROWER, AND IN THE CASE OF
A SUBSIDIARY OF THE BORROWER, THE BORROWER OR ANOTHER SUBSIDIARY OF THE
BORROWER) OTHER THAN IN THE ORDINARY COURSE OF BUSINESS OF AND PURSUANT TO THE
REASONABLE REQUIREMENTS OF THE BORROWER'S OR SUCH SUBSIDIARY'S BUSINESS AND UPON
FAIR AND REASONABLE TERMS NO LESS FAVORABLE TO THE BORROWER OR SUCH SUBSIDIARY
THAN WOULD BE OBTAINED IN A COMPARABLE ARM'S-LENGTH TRANSACTION WITH A PERSON
OTHER THAN AN AFFILIATE, EXCEPT (I) SALES OF GOODS TO AN AFFILIATE FOR USE OR
DISTRIBUTION OUTSIDE THE UNITED STATES THAT IN THE GOOD FAITH JUDGMENT OF THE
BORROWER COMPLIES WITH ANY APPLICABLE LEGAL REQUIREMENTS OF THE CODE, OR
(II) AGREEMENTS AND TRANSACTIONS WITH AND PAYMENTS TO OFFICERS, DIRECTORS AND
SHAREHOLDERS THAT ARE EITHER (A) ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS
AND NOT PROHIBITED BY ANY OF THE PROVISIONS OF THIS AGREEMENT, OR (B) ENTERED
INTO OUTSIDE THE ORDINARY COURSE OF BUSINESS, APPROVED BY THE DIRECTORS OR
SHAREHOLDERS OF THE BORROWER, AND NOT PROHIBITED BY ANY OF THE PROVISIONS OF
THIS AGREEMENT.
SECTION 8.7
MATERIAL AGREEMENTS.
NEITHER
THE BORROWER NOR ANY SUBSIDIARY OF THE BORROWER SHALL DEFAULT IN THE
PERFORMANCE, OBSERVANCE OR FULFILLMENT OF ANY OF THE OBLIGATIONS, COVENANTS OR
CONDITIONS CONTAINED IN ANY AGREEMENT, INSTRUMENT OR OTHER DOCUMENT TO WHICH THE
BORROWER OR SUCH SUBSIDIARY, AS APPLICABLE, IS A PARTY, WHICH DEFAULT COULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
SECTION 8.8
USE OF PROCEEDS/MARGIN
REGULATIONS.
THE BORROWER WILL NOT, AND WILL NOT PERMIT ANY OF ITS SUBSIDIARIES
TO, USE ANY PART OF THE PROCEEDS OF ANY BORROWING, DIRECTLY OR INDIRECTLY, TO
PURCHASE OR CARRY MARGIN STOCK, OR TO EXTEND CREDIT TO OTHERS FOR THE PURPOSE OF
PURCHASING OR CARRYING ANY MARGIN STOCK, IN VIOLATION OF ANY OF THE PROVISIONS
OF REGULATION T, U OR X OF THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM.
SECTION 8.9
NO DIVIDEND RESTRICTIONS.
THE
BORROWER SHALL NOT PERMIT ANY OF ITS SUBSIDIARIES TO ENTER INTO ANY AGREEMENT OR
OTHERWISE CREATE OR CAUSE OR PERMIT TO EXIST OR BECOME EFFECTIVE ANY CONSENSUAL
RESTRICTION LIMITING THE ABILITY (WHETHER BY COVENANT, EVENT OF DEFAULT OR
OTHERWISE) OF SUCH SUBSIDIARY TO (I) PAY DIVIDENDS OR MAKE ANY OTHER
DISTRIBUTIONS ON SHARES OF SUCH SUBSIDIARY'S CAPITAL STOCK HELD BY THE BORROWER
OR ANY OTHER SUBSIDIARY OF THE BORROWER OR (II) PAY ANY OBLIGATION OWED TO THE
BORROWER OR ANY OTHER SUBSIDIARY OF THE BORROWER, PROVIDED,