Lenders, or such Borrower's duty or ability
to repay the Obligations. No Borrower shall engage in any business other than
the businesses currently engaged in by it and businesses that are reasonably
related thereto. No Borrower shall make any changes to its equity capital
structure as in existence on the Closing Date.
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6.6
GUARANTEED INDEBTEDNESS.
No Borrower shall create, incur, assume or permit to exist any Guaranteed
Indebtedness, except (without duplication) (a) by endorsement of instruments or
items of payment for deposit to the general account of any Borrower in the
ordinary course of business, (b) Guaranteed Indebtedness incurred for the
benefit of any other Borrower if the primary obligation is expressly permitted
by this Agreement, (c) Guaranteed Indebtedness to the extent constituting
Indebtedness permitted by Section 6.3 and (d) to the extent existing on the
Closing Date as set forth in Disclosure Schedule 6.3.
6.7
LIENS.
No Borrower shall create, incur, assume or permit to exist any Lien on or with
respect to the Collateral or any of its other properties or assets (whether now
owned or hereafter acquired), except for:
(A)
PERMITTED ENCUMBRANCES;
(B)
LIENS IN EXISTENCE AS OF THE CLOSING DATE AND SUMMARIZED ON
DISCLOSURE SCHEDULE 6.7;
(C)
LIENS CREATED AFTER THE CLOSING DATE BY CONDITIONAL SALE OR OTHER
TITLE RETENTION AGREEMENTS (INCLUDING CAPITAL LEASES) OR IN CONNECTION WITH
PURCHASE MONEY INDEBTEDNESS, IN EACH CASE, PERMITTED IN SECTION 6.3(A)(I);
PROVIDED, THAT (A) SUCH LIENS ATTACH ONLY TO THE ASSETS (INCLUDING RELATED
LEASES AND SUBLEASES THEREOF AND OTHER ASSETS INTEGRAL TO THE USE THEREOF
INCLUDING SECURITY DEPOSITS FROM ANY SUBLESSEE COLLATERALLY ASSIGNED FOR THE
BENEFIT OF LESSORS) SUBJECT TO SUCH PURCHASE MONEY DEBT, (B) SUCH INDEBTEDNESS
IS INCURRED WITHIN ONE HUNDRED EIGHTY (180) DAYS FOLLOWING SUCH PURCHASE AND
DOES NOT EXCEED 100% OF THE PURCHASE PRICE OF THE SUBJECT ASSETS AND (C) EITHER
(X) SUCH INDEBTEDNESS DOES NOT EXCEED $1,000,000 IN THE AGGREGATE OUTSTANDING AT
ANY TIME OR (Y) SUCH LIENS ARE CREATED IN CONNECTION WITH PURCHASE MONEY
INDEBTEDNESS FINANCING FOR THE ACQUISITION OF AIRCRAFT, ENGINES, SPARE PARTS AND
RELATED EQUIPMENT, AND SUCH ACQUISITION IS CONSISTENT WITH THE PROJECTIONS;
(D)
LIENS SECURING INDEBTEDNESS PERMITTED BY SECTION 6.3(A)(VI);
(E)
LIENS ON THE EXCLUDED ACCOUNTS AND AMOUNTS ON DEPOSIT THEREIN IN
FAVOR OF THE BENEFICIARIES OF THE AMOUNTS ON DEPOSIT THEREIN TO THE EXTENT SUCH
LIENS SECURE OBLIGATIONS OWED TO SUCH BENEFICIARIES AND SUCH OBLIGATIONS ARE
OTHERWISE PERMITTED PURSUANT THIS AGREEMENT;
(F)
ANY INTEREST OR TITLE OF A LICENSOR, LESSOR OR SUBLESSOR GRANTED
TO OTHERS, BUT ONLY TO THE EXTENT PERMITTED BY ANY OF THE COLLATERAL DOCUMENTS;
(G)
CUSTOMARY BANKER'S LIENS ON THE EXEMPT ACCOUNTS AND AMOUNTS ON
DEPOSIT THEREIN IN FAVOR OF THE DEPOSITARY INSTITUTIONS WHERE SUCH EXEMPT
ACCOUNTS ARE MAINTAINED TO SECURE FEES, OVERDRAFTS, RETURNED CHECKS, SIMILAR
OBLIGATIONS;
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(H)
(I) LIENS IN RESPECT OF RIGHTS OF SETOFF, RECOUPMENT AND HOLDBACK
IN FAVOR OF CREDIT CARD PROCESSORS SECURING OBLIGATIONS IN CONNECTION WITH
CREDIT CARD PROCESSING SERVICES INCURRED IN THE ORDINARY COURSE OF BUSINESS AND
CONSISTENT