AS EXCEPTIONS ON SCHEDULE B OF THE TITLE POLICIES;
(S)
LIENS CREATING A SECURITY INTEREST IN THE
PROCEEDS OF THE INSURANCE POLICY OR POLICIES, THE PREMIUMS OF WHICH ARE FINANCED
AS PERMITTED UNDER SECTION 6.01(N); AND
(T)
OTHER LIENS ON ASSETS SECURING
INDEBTEDNESS IN AN AGGREGATE AMOUNT NOT TO EXCEED $1,500,000 AT ANY TIME
OUTSTANDING.
60
NOTWITHSTANDING ANY IN THE FOREGOING TO THE CONTRARY, NO CREDIT PARTY SHALL
PERMIT ANY LIEN ON, OR GRANT ANY SECURITY INTEREST IN, THE CAPITAL STOCK OF THE
GUARANTORS OTHER THAN A LIEN OR SECURITY INTEREST IN FAVOR OF ADMINISTRATIVE
AGENT.
SECTION 6.3.
SALES AND LEASE-BACKS.
NO CREDIT
PARTY SHALL, NOR SHALL IT PERMIT ANY OF ITS SUBSIDIARIES TO, DIRECTLY OR
INDIRECTLY, BECOME OR REMAIN LIABLE AS LESSEE OR AS A GUARANTOR OR OTHER SURETY
WITH RESPECT TO ANY LEASE OF ANY PROPERTY (WHETHER REAL, PERSONAL OR MIXED),
WHETHER NOW OWNED OR HEREAFTER ACQUIRED, WHICH SUCH CREDIT PARTY (A) HAS SOLD OR
TRANSFERRED OR IS TO SELL OR TO TRANSFER TO ANY OTHER PERSON (OTHER THAN THE
BORROWER OR A GUARANTOR), OR (B) INTENDS TO USE FOR SUBSTANTIALLY THE SAME
PURPOSE AS ANY OTHER PROPERTY WHICH HAS BEEN OR IS TO BE SOLD OR TRANSFERRED BY
SUCH CREDIT PARTY TO ANY PERSON (OTHER THAN THE BORROWER OR A GUARANTOR) IN
CONNECTION WITH SUCH LEASE; PROVIDED, HOWEVER, A CREDIT PARTY SHALL BE PERMITTED
TO ENTER INTO A SALE-LEASEBACK TRANSACTION WITH RESPECT TO ITS FURNITURE,
FIXTURES AND EQUIPMENT BUT (I) SUCH TRANSACTION SHALL BE COUNTED ON A
DOLLAR-FOR-DOLLAR BASIS AGAINST THE BASKET SET FORTH IN SECTION 6.1(B) AND
(II) THE PROCEEDS RECEIVED ANY CREDIT PARTY FROM SUCH TRANSACTION SHALL BE
APPLIED PURSUANT TO SECTION 2.12(A).
SECTION 6.4.
TRANSACTIONS WITH SHAREHOLDERS AND
AFFILIATES.
WITHOUT THE PRIOR CONSENT OF ADMINISTRATIVE AGENT, NO CREDIT PARTY
SHALL, NOR SHALL IT PERMIT ANY OF ITS SUBSIDIARIES TO DIRECTLY OR INDIRECTLY:
(I)
ENTER INTO OR PERMIT TO EXIST ANY
TRANSACTION (INCLUDING THE PURCHASE, SALE, LEASE OR EXCHANGE OF ANY PROPERTY OR
THE RENDERING OF ANY SERVICE) WITH ANY AFFILIATE OF ANY CREDIT PARTY, EXCEPT IN
THE ORDINARY COURSE OF BUSINESS PURSUANT TO THE REASONABLE REQUIREMENTS OF SUCH
CREDIT PARTY'S BUSINESS (AS THE CASE MAY BE) AND UPON FAIR AND REASONABLE TERMS
NO LESS FAVORABLE TO SUCH CREDIT PARTY THAN SUCH CREDIT PARTY WOULD OBTAIN IN A
COMPARABLE ARM'S LENGTH TRANSACTION WITH AN UNAFFILIATED PERSON; AND
(II)
MAKE ANY PAYMENTS (WHETHER BY DIVIDEND,
LOAN OR OTHERWISE) OF MANAGEMENT, CONSULTING OR OTHER FEES FOR MANAGEMENT OR
SIMILAR SERVICES TO ANY AFFILIATE THAT IS NOT A CREDIT PARTY OR AN UNRESTRICTED
SUBSIDIARY.
SECTION 6.5.
INVESTMENTS.
NO CREDIT PARTY SHALL,
NOR SHALL IT PERMIT ANY OF ITS SUBSIDIARIES TO, DIRECTLY OR INDIRECTLY, MAKE OR
OWN ANY INVESTMENT IN ANY PERSON, INCLUDING WITHOUT LIMITATION ANY JOINT
VENTURE, EXCEPT:
(A)
INVESTMENTS IN CASH AND CASH EQUIVALENTS;
(B)
EQUITY INVESTMENTS OWNED AS OF THE CLOSING
DATE IN ANY SUBSIDIARY AND INVESTMENTS MADE AFTER THE CLOSING DATE IN ANY
WHOLLY-OWNED GUARANTOR;
(C)
INVESTMENTS (I) IN ANY SECURITIES RECEIVED
IN SATISFACTION