on terms no less favorable to the Company or such Subsidiary than those
obtainable from unaffiliated third parties.
6E. CHANGE OF ACCOUNTANTS, ACCOUNTING PRACTICES. The Company
will not change its accountants without the prior written consent of the
Required Holder(s), which consent shall not be unreasonably withheld, and the
Company will not change its accounting practices except in compliance with GAAP.
6F. LIMITATIONS ON SALE. Except for a Permitted Sale (as
defined herein), the Company will not, and will not permit any of its
Subsidiaries to, sell, transfer or otherwise dispose, in a single transaction or
a series of related transactions, a Substantial Part of the Company's stock,
property or assets, without the prior written consent of the Required Holder(s).
A "Permitted Sale" shall mean (i) the sale, abandonment or other disposition of
obsolete or worn out property or assets or property or assets no longer useful
in the Company's business in the ordinary course of business; or (ii) the sale
or other disposition of any property or assets in the ordinary course of
6G. CHANGE IN BUSINESS. The Company will not cause or effect
a Change in Business.
6H. RESTRICTIONS ON PAYMENT. Except as set forth in SCHEDULE
6H, the Company will not be bound by any instrument and will not, and will not
permit any of its Subsidiaries to, enter into, become a party to or otherwise
become subject to any instrument evidencing or governing the terms of any Debt
or other contract or agreement or any amendments or modifications of the
foregoing, the provisions of which restrict or limit the Company's ability or
obligation to make any payment due in respect of the Preferred Stock or perform
its other obligations under this Agreement and the Other Agreements.
6I. NO AMENDMENT OF ORGANIZATIONAL DOCUMENTS. The Company will
not permit any amendment of or modification to its Articles of Incorporation or
Bylaws without the written consent of the Required Holder(s), which consent will
not be unreasonably withheld, which amendment or modification would adversely
affect the rights of the Purchasers.
6J. COMPLIANCE WITH ERISA. The Company will not, and will
not permit any of its ERISA Affiliates to:
(i) engage in any transaction in connection with which the
Company or any of its Subsidiaries could be subject to either a
material civil penalty assessed pursuant to section 502(i) or (1) of
ERISA or a material tax imposed by section 4975 of the Code;
(ii) terminate or partially terminate any Plan, or withdraw or
partially withdraw from a Multiemployer Plan, in a manner, or take any
other action, which in any case may