OF
ITS ASSETS, NOW OWNED OR LATER ACQUIRED, AS SECURITY FOR ANY INDEBTEDNESS, WITH
THE EXCEPTION OF THE FOLLOWING (EACH A "PERMITTED LIEN"; COLLECTIVELY,
"PERMITTED LIENS"):
(I) IN THE CASE OF REAL PROPERTY, COVENANTS, RESTRICTIONS,
RIGHTS, EASEMENTS AND MINOR IRREGULARITIES IN TITLE WHICH DO NOT MATERIALLY
INTERFERE WITH THE BUSINESS OR OPERATIONS OF COMPANY OR SUCH SUBSIDIARY AS
PRESENTLY CONDUCTED; (II) LIENS IN EXISTENCE ON THE DATE OF THIS AGREEMENT THAT
ARE DESCRIBED IN EXHIBIT F AND THAT SECURE INDEBTEDNESS FOR BORROWED MONEY
PERMITTED UNDER SECTION 5.4; (III) THE SECURITY INTEREST AND LIENS CREATED BY
THE SECURITY DOCUMENTS; AND (IV) PURCHASE MONEY LIENS RELATING TO THE
ACQUISITION OF EQUIPMENT NOT EXCEEDING THE LESSER OF COST OR FAIR MARKET VALUE
OF SUCH EQUIPMENT AND SO LONG AS NO DEFAULT PERIOD IS THEN IN EXISTENCE AND NONE
WOULD EXIST IMMEDIATELY AFTER SUCH ACQUISITION.
(B)
FINANCING STATEMENTS.
COMPANY SHALL NOT, AND SHALL NOT PERMIT ANY
SUBSIDIARY TO, AUTHORIZE THE FILING OF ANY FINANCING STATEMENT BY ANY PERSON AS
SECURED PARTY WITH RESPECT TO ANY OF THE ASSETS OF COMPANY OR ANY SUBSIDIARY,
OTHER THAN WELLS FARGO.
COMPANY SHALL NOT, AND SHALL NOT PERMIT ANY SUBSIDIARY
TO, AMEND ANY FINANCING STATEMENT FILED BY WELLS FARGO AS SECURED PARTY EXCEPT
AS PERMITTED BY LAW.
SECTION 5.4
INDEBTEDNESS.
COMPANY SHALL NOT, AND SHALL NOT PERMIT
ANY SUBSIDIARY TO, INCUR, CREATE, ASSUME OR PERMIT TO EXIST ANY INDEBTEDNESS OR
LIABILITY ON ACCOUNT OF DEPOSITS OR LETTERS OF CREDIT ISSUED ON BEHALF OF
COMPANY OR ANY SUBSIDIARY, OR ADVANCES OR ANY INDEBTEDNESS FOR BORROWED MONEY OF
ANY KIND, WHETHER OR NOT EVIDENCED BY AN INSTRUMENT, EXCEPT:
(A) INDEBTEDNESS
DESCRIBED IN THIS AGREEMENT; (B) INDEBTEDNESS OF COMPANY DESCRIBED IN EXHIBIT F;
AND (C) INDEBTEDNESS SECURED BY PERMITTED LIENS.
SECTION 5.5
GUARANTIES.
COMPANY SHALL NOT, AND SHALL NOT PERMIT ANY
SUBSIDIARY TO, ASSUME, GUARANTEE, ENDORSE OR OTHERWISE BECOME DIRECTLY OR
CONTINGENTLY LIABLE FOR THE OBLIGATIONS OF ANY PERSON, EXCEPT:
(A) THE
ENDORSEMENT OF NEGOTIABLE INSTRUMENTS BY COMPANY OR ANY SUBSIDIARY FOR DEPOSIT
OR COLLECTION OR SIMILAR TRANSACTIONS IN THE ORDINARY COURSE OF BUSINESS; AND
(B) GUARANTIES, ENDORSEMENTS AND OTHER DIRECT OR CONTINGENT LIABILITIES IN
CONNECTION WITH THE OBLIGATIONS OF OTHER PERSONS IN EXISTENCE ON THE DATE OF
THIS AGREEMENT AND DESCRIBED IN EXHIBIT F.
18
SECTION 5.6
INVESTMENTS AND SUBSIDIARIES.
COMPANY SHALL NOT, AND
SHALL NOT PERMIT ANY SUBSIDIARY TO, MAKE OR PERMIT TO EXIST ANY LOANS OR
ADVANCES TO, OR MAKE ANY INVESTMENT OR ACQUIRE ANY INTEREST WHATSOEVER IN, ANY
PERSON OR AFFILIATE, INCLUDING WITHOUT LIMITATION ANY PARTNERSHIP OR JOINT
VENTURE, NOR PURCHASE OR HOLD BENEFICIALLY ANY STOCK OR OTHER SECURITIES OR
EVIDENCE OF INDEBTEDNESS OF ANY PERSON OR AFFILIATE, EXCEPT:
(A)
INVESTMENTS IN DIRECT OBLIGATIONS OF THE UNITED STATES OF AMERICA
OR ANY OF ITS POLITICAL SUBDIVISIONS WHOSE OBLIGATIONS CONSTITUTE THE FULL FAITH
AND CREDIT OBLIGATIONS OF THE UNITED STATES OF AMERICA AND HAVE A MATURITY OF
ONE YEAR OR LESS, COMMERCIAL PAPER ISSUED BY U.S. CORPORATIONS RATED "A-1" OR
"A-2" BY STANDARD & POOR'S RATINGS SERVICES