OR PROFITS
THEREFROM, EXCEPT PERMITTED LIENS, OR ALLOW OR PERMIT TO EXIST ANY LIEN (OTHER
THAN PERMITTED LIENS) ON ANY COLLATERAL OWNED BY AN OWNER TRUSTEE.
WITHOUT
LIMITING THE FOREGOING, THE BORROWER, AT THE BORROWER'S EXPENSE, SHALL, OR SHALL
CAUSE THE RELEVANT OWNER TRUSTEE TO, PROMPTLY DISCHARGE ANY SUCH LIEN, EXCEPT
PERMITTED LIENS.
SECTION 7.03.
GUARANTIES.
GUARANTEE OR OTHERWISE IN ANY WAY BECOME OR
BE RESPONSIBLE FOR INDEBTEDNESS OR OBLIGATIONS (INCLUDING WORKING CAPITAL
MAINTENANCE, TAKE-OR-PAY CONTRACTS) OF ANY PERSON, CONTINGENTLY OR OTHERWISE,
OTHER THAN GUARANTEES MADE BY THE BORROWER OF THE OBLIGATION OF ANY SUBSIDIARY
(OTHER THAN SPECIAL PURPOSE FINANCING VEHICLES) MADE IN THE ORDINARY AND REGULAR
COURSE OF BUSINESS OF THE BORROWER, PROVIDED THAT TO THE EXTENT SUCH GUARANTEES
ARE OF DEBT, SUCH DEBT IS PERMITTED DEBT OF THE BORROWER UNDER SECTION 7.01. FOR
THE PURPOSES HEREOF, THE TERM "GUARANTEE" SHALL INCLUDE ANY AGREEMENT, WHETHER
SUCH AGREEMENT IS ON A CONTINGENCY OR OTHERWISE, TO PURCHASE, REPURCHASE OR
OTHERWISE ACQUIRE DEBT OF ANY OTHER PERSON, OR TO PURCHASE, SELL OR LEASE, AS
LESSEE OR LESSOR, PROPERTY OR SERVICES PRIMARILY FOR THE PURPOSE OF ENABLING
ANOTHER PERSON TO MAKE PAYMENT OF DEBT, OR TO MAKE ANY PAYMENT (WHETHER AS AN
ADVANCE, CAPITAL CONTRIBUTION, PURCHASE OF ANY EQUITY INTEREST OR OTHERWISE) TO
ASSURE A MINIMUM EQUITY ASSET BASE, WORKING CAPITAL OR OTHER BALANCE SHEET OR
FINANCIAL CONDITION, IN CONNECTION WITH THE DEBT OF ANOTHER PERSON OR TO SUPPLY
FUNDS TO OR IN ANY MANNER INVEST IN ANOTHER PERSON IN CONNECTION WITH SUCH
PERSON'S DEBT.
***
Confidential information omitted pursuant to a request for confidential
treatment filed separately with the Securities and Exchange Commission.
60
SECTION 7.04.
ADVANCES.
MAKE, OR SUFFER TO EXIST, ANY LOAN OR ADVANCE
OR EXTEND ANY CREDIT TO ANY PERSON, INCLUDING, WITHOUT LIMITATION, ANY AFFILIATE
OF THE BORROWER OTHER THAN:
(A)
ADVANCES TO EMPLOYEES IN THE ORDINARY COURSE OF BUSINESS NOT TO
EXCEED $100,000.00 IN THE AGGREGATE OUTSTANDING AT ANY TIME; AND
(B)
TRADE CREDIT ADVANCED IN THE ORDINARY COURSE OF BUSINESS.
SECTION 7.05.
CONSOLIDATION AND MERGER.
MERGE OR CONSOLIDATE WITH OR
INTO ANY CORPORATION UNLESS (A) NO DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING
EITHER IMMEDIATELY PRIOR TO OR UPON THE CONSUMMATION OF SUCH MERGER OR
CONSOLIDATION, (B) THE BORROWER IS THE SURVIVING ENTITY OF ANY SUCH MERGER OR
CONSOLIDATION, (C) THE AGGREGATE CONSIDERATION PAID OR TO BE PAID (WHETHER CASH,
NOTES, STOCK, OR ASSUMPTION OF DEBT OR OTHERWISE) BY THE BORROWER AND/OR ITS
SUBSIDIARIES IN ANY ONE SUCH MERGER OR CONSOLIDATION DOES NOT EXCEED $***, AND
(D) SUCH AGGREGATE CONSIDERATION WITH RESPECT TO ALL SUCH MERGERS OR
CONSOLIDATIONS SHALL NOT EXCEED $*** IN ANY FISCAL YEAR.
WITHOUT LIMITATION, NO
SUCH MERGER OR CONSOLIDATION SHALL RESULT IN A VIOLATION OF THE TERMS OF
SECTION 6.06.
THE BORROWER SHALL PROMPTLY NOTIFY THE ADMINISTRATIVE AGENT OF
ANY MERGER OR CONSOLIDATION INVOLVING THE BORROWER.
SECTION 7.06.
CHANGES IN BUSINESS; SALE OF ASSETS.
(A)
CONDUCT ANY
BUSINESS OTHER THAN THE BASIC BUSINESS OR MAKE ANY MATERIAL CHANGE IN ITS
BUSINESS