INTERFERE WITH THE BORROWER'S BUSINESS OR OPERATIONS AS
PRESENTLY CONDUCTED;
(II)
LIENS IN EXISTENCE ON THE DATE HEREOF AND LISTED IN SCHEDULE 6.3
HERETO, SECURING INDEBTEDNESS FOR BORROWED MONEY PERMITTED UNDER SECTION 6.4;
(III)
THE SECURITY INTEREST AND LIENS CREATED BY THE SECURITY
DOCUMENTS;
(IV)
LIENS IN FAVOR OF WELLS FARGO THAT ARE SUBJECT TO THE TERMS OF THE
INTERCREDITOR AGREEMENT;
(V)
PURCHASE MONEY SECURITY INTERESTS FOR PRE-EXISTING FINANCED
PERSONAL PROPERTY AND LEASES OF EQUIPMENT;
(VI)
THE CARVEOUT (AS DEFINED IN THE FINAL FINANCING ORDER); AND
(VII)
LIENS TO SECURE INDEBTEDNESS PERMITTED BY SECTION 6.4(B) BUT
SOLELY WITH RESPECT TO PREMIUMS SO FINANCED.
(B)
THE BORROWER WILL NOT AMEND ANY FINANCING STATEMENTS IN FAVOR OF
THE LENDER EXCEPT AS PERMITTED BY LAW.
ANY AUTHORIZATION BY THE LENDER TO ANY
PERSON TO AMEND FINANCING STATEMENTS IN FAVOR OF THE LENDER SHALL BE IN WRITING.
Section 6.4
Indebtedness.
The Borrower will not incur, create,
assume or permit to exist any indebtedness or liability on account of deposits
or advances or any indebtedness for borrowed money or letters of credit issued
on the Borrower's behalf, or any other indebtedness or liability evidenced by
notes, bonds, debentures or similar obligations, except:
(A)
INDEBTEDNESS ARISING HEREUNDER;
(B)
INSURANCE PREMIUM FINANCING IN AN AMOUNT NOT TO EXCEED $700,000.00
PER CALENDAR YEAR.
(C)
INDEBTEDNESS OF THE BORROWER IN EXISTENCE ON THE DATE HEREOF AND
LISTED IN SCHEDULE 6.4 HERETO; AND
(D)
INDEBTEDNESS RELATING TO PERMITTED LIENS.
Section 6.5
Guaranties.
The Borrower will not assume, guarantee,
endorse or otherwise become directly or contingently liable in connection with
any obligations of any other Person, except:
(A)
THE ENDORSEMENT OF NEGOTIABLE INSTRUMENTS BY THE BORROWER FOR
DEPOSIT OR COLLECTION OR SIMILAR TRANSACTIONS IN THE ORDINARY COURSE OF
BUSINESS; AND
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(B)
GUARANTIES, ENDORSEMENTS AND OTHER DIRECT OR CONTINGENT
LIABILITIES IN CONNECTION WITH THE OBLIGATIONS OF OTHER PERSONS, IN EXISTENCE ON
THE DATE HEREOF AND LISTED IN SCHEDULE 6.4 HERETO.
Section 6.6
Investments and Subsidiaries.
The Borrower will not
make or permit to exist any loans or advances to, or make any investment or
acquire any interest whatsoever in, any other Person or Affiliate, including any
partnership or joint venture, nor purchase or hold beneficially any stock or
other securities or evidence of indebtedness of any other Person or Affiliate,
except:
(A)
INVESTMENTS IN DIRECT OBLIGATIONS OF THE UNITED STATES OF AMERICA
OR ANY AGENCY OR INSTRUMENTALITY THEREOF WHOSE OBLIGATIONS CONSTITUTE FULL FAITH
AND CREDIT OBLIGATIONS OF THE UNITED STATES OF AMERICA HAVING 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 OR "P-1" OR "P-2" BY MOODY'S INVESTORS
SERVICE OR CERTIFICATES OF DEPOSIT OR BANKERS' ACCEPTANCES HAVING A MATURITY OF
ONE YEAR OR LESS ISSUED BY MEMBERS OF THE FEDERAL RESERVE SYSTEM HAVING DEPOSITS
IN EXCESS OF $100,000,000 (WHICH CERTIFICATES OF DEPOSIT OR BANKERS' ACCEPTANCES
ARE FULLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION);
(B)
TRAVEL ADVANCES OR LOANS TO THE BORROWER'S OFFICERS AND EMPLOYEES