THE ORDINARY COURSE OF BORROWERS' AND THEIR SUBSIDIARIES'
BUSINESS;
(P)
REPLACEMENT, EXTENSION OR RENEWAL OF ANY
LIEN PERMITTED HEREIN IN THE SAME PROPERTY PREVIOUSLY SUBJECT THERETO PROVIDED
THE UNDERLYING INDEBTEDNESS IS PERMITTED TO BE REPLACED, EXTENDED AND RENEWED
UNDER SECTION 6.01(B);
(Q)
THE FILING OF FINANCING STATEMENTS SOLELY AS
A PRECAUTIONARY MEASURE IN CONNECTION WITH OPERATING LEASES OR THE FILING OF
FINANCING STATEMENTS REGARDING CONSIGNMENT OF GOODS; AND
(R)
THE FOLLOWING LIENS SECURING THE TERM
LOAN INDEBTEDNESS: (I) WITH RESPECT TO THE TERM LOAN PRIORITY COLLATERAL, FIRST
PRIORITY LIENS SENIOR TO THE LIENS SECURING THE OBLIGATIONS AND (II) WITH
RESPECT TO THE REVOLVING CREDIT PRIORITY COLLATERAL, SECOND PRIORITY LIENS
JUNIOR TO THE LIENS SECURING THE OBLIGATIONS;
provided, however, that no Liens (other than Liens permitted under
Section 6.02(r)(ii)) shall be permitted to exist, directly or indirectly, on any
Pledged Securities or Pledged Notes (each as defined in the Security Agreement).
SECTION 6.03
SALE AND LEASEBACK TRANSACTIONS.
ENTER INTO ANY ARRANGEMENT,
DIRECTLY OR INDIRECTLY, WITH ANY PERSON WHEREBY IT SHALL SELL OR TRANSFER ANY
PROPERTY, REAL OR PERSONAL, USED OR USEFUL IN ITS BUSINESS, WHETHER NOW OWNED OR
HEREAFTER ACQUIRED, AND THEREAFTER RENT OR LEASE SUCH PROPERTY OR OTHER PROPERTY
WHICH IT INTENDS TO USE FOR SUBSTANTIALLY THE SAME
93
PURPOSE OR PURPOSES AS THE PROPERTY BEING SOLD OR TRANSFERRED UNLESS (I) THE
SALE OF SUCH PROPERTY IS PERMITTED BY SECTION 6.05 AND (II) ANY LIENS ARISING IN
CONNECTION WITH ITS USE OF SUCH PROPERTY ARE PERMITTED BY SECTION 6.02.
SECTION 6.04
INVESTMENT, LOAN AND ADVANCES.
DIRECTLY OR INDIRECTLY, LEND MONEY
OR CREDIT OR MAKE ADVANCES TO ANY PERSON, OR PURCHASE OR ACQUIRE ANY STOCK,
OBLIGATIONS OR SECURITIES OF, OR ANY OTHER INTEREST IN, OR MAKE ANY CAPITAL
CONTRIBUTION TO, ANY OTHER PERSON, OR PURCHASE OR OWN A FUTURES CONTRACT OR
OTHERWISE BECOME LIABLE FOR THE PURCHASE OR SALE OF CURRENCY OR OTHER
COMMODITIES AT A FUTURE DATE IN THE NATURE OF A FUTURES CONTRACT (ALL OF THE
FOREGOING, COLLECTIVELY, "INVESTMENTS"), EXCEPT THAT THE FOLLOWING SHALL BE
PERMITTED:
(A)
THE COMPANIES MAY CONSUMMATE THE
TRANSACTIONS IN ACCORDANCE WITH THE PROVISIONS OF THE TRANSACTION DOCUMENTS;
(B)
INVESTMENTS OUTSTANDING ON THE CLOSING DATE
AND IDENTIFIED ON SCHEDULE 6.04(B);
(C)
THE COMPANIES MAY (I) ACQUIRE AND HOLD
ACCOUNTS RECEIVABLES OWING TO ANY OF THEM IF CREATED OR ACQUIRED IN THE ORDINARY
COURSE OF BUSINESS AND PAYABLE OR DISCHARGEABLE IN ACCORDANCE WITH CUSTOMARY
TERMS, (II) ACQUIRE AND HOLD CASH AND CASH EQUIVALENTS, (III) ENDORSE NEGOTIABLE
INSTRUMENTS FOR COLLECTION IN THE ORDINARY COURSE OF BUSINESS, (IV) MAKE LEASE,
UTILITY AND OTHER SIMILAR DEPOSITS IN THE ORDINARY COURSE OF BUSINESS; OR
(V) MAKE PREPAYMENTS AND DEPOSITS TO SUPPLIERS IN THE ORDINARY COURSE OF
BUSINESS;
(D)
BORROWERS MAY ENTER INTO HEDGING AGREEMENTS;
(E)
ANY LOAN PARTY (OTHER THAN HOLDINGS) MAY
MAKE INTERCOMPANY LOANS AND ADVANCES TO ANY OTHER LOAN PARTY (OTHER THAN
HOLDINGS); PROVIDED THAT SUCH LOAN SHALL SIMULTANEOUSLY BE RECORDED ON SUCH LOAN
PARTY'S LEDGERS AS AN INTERCOMPANY LOAN, EVIDENCED BY A PROMISSORY NOTES AND
SHALL