FOR TAX
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PURPOSES THE LESSEE IS TREATED AS THE OWNER OF THE LEASED PROPERTY BUT FOR GAAP
PURPOSES THE LEASE IS TREATED AS AN OPERATING LEASE AND THE LESSOR IS TREATED AS
THE OWNER OF THE LEASED PROPERTY);
(G)
LIENS CONSISTING OF SECURITY DEPOSITS
SECURING THE BORROWER'S AND/OR ANY SUBSIDIARY'S OBLIGATIONS UNDER REAL PROPERTY
LEASES;
(H)
ANY LIEN SECURING INDEBTEDNESS TO THE
LENDERS;
(I)
DEPOSITS OR PLEDGES MADE IN CONNECTION
WITH, OR TO SECURE PAYMENT OF, WORKER'S COMPENSATION, UNEMPLOYMENT INSURANCE,
OLD AGE PENSIONS OR SOCIAL SECURITY;
(J)
LIENS ARISING BY OPERATION OF LAW OR
UNDER RENTAL AGREEMENTS MADE IN THE ORDINARY COURSE OF BUSINESS TO SECURE
LANDLORDS, LESSORS OR RENTERS UNDER LEASES AND CONFINED TO THE PREMISES OR
PROPERTY RENTED;
(K)
LIENS ACQUIRED IN CONNECTION WITH THE
CONSUMMATION OF PERMITTED ACQUISITIONS AND SUBJECT TO SUBPARAGRAPH (G) OF
SUBSECTION 6.1; AND
(L)
LIENS IN FAVOR OF ANY BANK OR OTHER
FINANCIAL INSTITUTION SOLELY AGAINST THE BORROWER'S AND/OR ANY SUBSIDIARY'S
DEPOSIT ACCOUNT(S) WITH SUCH BANK OR OTHER FINANCIAL INSTITUTION SECURING SUCH
BANK'S OR OTHER FINANCIAL INSTITUTION'S OBLIGATION TO GUARANTEE THE BORROWER'S
AND/OR ITS SUBSIDIARIES' PROMISSORY NOTES ISSUED IN CONNECTION WITH A PERMITTED
ACQUISITION.
6.3.
LOANS, GUARANTEES AND INVESTMENTS.
THE
BORROWER WILL NOT, AND WILL NOT PERMIT ANY SUBSIDIARY TO, MAKE OR PERMIT TO
REMAIN OUTSTANDING ANY LOAN OR ADVANCE TO, OR GUARANTEE OR ENDORSE (EXCEPT AS A
RESULT OF ENDORSING NEGOTIABLE INSTRUMENTS FOR DEPOSIT OR COLLECTION IN THE
ORDINARY COURSE OF BUSINESS) OR OTHERWISE ASSUME OR AGREE TO PURCHASE OR
OTHERWISE REMAIN LIABLE WITH RESPECT TO ANY OBLIGATION OF, OR ENTER INTO ANY
INDEMNIFICATION AGREEMENT FOR THE BENEFIT OF, OR MAKE OR OWN ANY INVESTMENT IN,
OR ACQUIRE (EXCEPT IN THE ORDINARY COURSE OF BUSINESS) THE PROPERTIES OR ASSETS
OF, ANY PERSON, EXCEPT:
(A)
EXTENSIONS OF CREDIT BY THE BORROWER AND/OR
ANY OF ITS SUBSIDIARIES IN THE ORDINARY COURSE OF BUSINESS IN ACCORDANCE WITH
ITS AND THEIR CUSTOMARY TRADE PRACTICES;
(B)
THE OUTSTANDING INVESTMENTS, LOANS AND
ADVANCES, IF ANY, AND THE PRESENTLY EXISTING GUARANTEES, IF ANY, REFERRED TO IN
SCHEDULE 3.8 ATTACHED HERETO;
(C)
CASH EQUIVALENTS;
(D)
CAPITAL EXPENDITURES, TO THE EXTENT
PERMITTED BY SUBSECTION 6.6(A);
(E)
INVESTMENTS AND INDEMNIFICATION AGREEMENTS
IN CONNECTION WITH PERMITTED ACQUISITIONS;
(F)
OTHER INVESTMENTS NOT TO EXCEED $200,000
PER A FISCAL YEAR;
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(G)
INVESTMENTS BY THE BORROWER IN ITS
SUBSIDIARIES IN THE FORM OF CAPITAL CONTRIBUTIONS AND/OR INTERCOMPANY LOANS;
(H)
INVESTMENTS BY SUBSIDIARIES IN BORROWER
AND/OR OTHER SUBSIDIARIES IN THE FORM OF DIVIDENDS, CAPITAL CONTRIBUTIONS AND/OR
INTERCOMPANY LOANS;
(I)
INVESTMENTS CONSISTING OF NORMAL TRAVEL
AND SIMILAR ADVANCES TO EMPLOYEES OF THE BORROWER AND/OR SUBSIDIARIES; AND
(J)
INDEMNIFICATION AGREEMENTS IN CONNECTION
WITH CONTRACTUAL ARRANGEMENTS ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS.
6.4.
RESERVED.
6.5.
RESTRICTED PAYMENTS.
THE BORROWER SHALL NOT
DIRECTLY OR INDIRECTLY DECLARE, ORDER, PAY OR MAKE ANY RESTRICTED PAYMENT OR SET
ASIDE ANY SUM OR PROPERTY THEREFOR.
As used herein, the term "Restricted Payment" means (i) any cash dividend or
other cash distribution or payment, direct or indirect, on or on