TIME SUCH DIVIDEND OR DISTRIBUTION IS PAID OR
REDEMPTION IS MADE, AND (B) THE AGGREGATE AMOUNT OF ALL SUCH RESTRICTED PAYMENTS
MADE BY THE BORROWER IN ANY FISCAL YEAR DOES NOT EXCEED 25% OF CONSOLIDATED NET
INCOME (IF GREATER THAN $0) EARNED DURING THE IMMEDIATELY PRECEDING FISCAL YEAR;
SECTION 7.6.
SALE OF ASSETS.
THE BORROWER WILL NOT CAUSE OR PERMIT
ANY MEMBER OF THE CONSOLIDATED GROUP TO CONVEY, SELL, LEASE, ASSIGN, TRANSFER OR
OTHERWISE DISPOSE OF, ANY OF ITS ASSETS, BUSINESS OR PROPERTY, WHETHER NOW OWNED
OR HEREAFTER ACQUIRED, OR, IN THE CASE OF ANY SUBSIDIARY, ISSUE OR SELL ANY
SHARES OF SUCH SUBSIDIARY'S COMMON STOCK TO ANY PERSON OTHER THAN THE BORROWER
OR ANY WHOLLY OWNED SUBSIDIARY OF THE BORROWER (OR TO QUALIFY DIRECTORS IF
REQUIRED BY APPLICABLE LAW), EXCEPT:
(A)
THE SALE OR OTHER DISPOSITION FOR FAIR MARKET VALUE OF OBSOLETE OR
WORN OUT PROPERTY OR OTHER PROPERTY NOT NECESSARY FOR OPERATIONS DISPOSED OF IN
THE ORDINARY COURSE OF BUSINESS;
(B)
THE SALE OF INVENTORY AND PERMITTED INVESTMENTS IN THE ORDINARY
COURSE OF BUSINESS; AND
(C)
THE SALE OR OTHER DISPOSITION OF SUCH ASSETS IN AN AGGREGATE
AMOUNT NOT TO EXCEED $5,000,000 IN ANY FISCAL YEAR.
SECTION 7.7.
TRANSACTIONS WITH AFFILIATES.
THE BORROWER WILL NOT
CAUSE OR PERMIT ANY MEMBER OF THE CONSOLIDATED GROUP TO SELL, LEASE OR OTHERWISE
TRANSFER ANY PROPERTY OR ASSETS TO, OR PURCHASE, LEASE OR OTHERWISE ACQUIRE ANY
PROPERTY OR ASSETS FROM, OR OTHERWISE ENGAGE IN ANY OTHER TRANSACTIONS WITH, ANY
OF ITS AFFILIATES, EXCEPT (A) IN THE ORDINARY COURSE OF BUSINESS AT PRICES AND
ON TERMS AND CONDITIONS NOT LESS FAVORABLE TO THE BORROWER OR SUCH SUBSIDIARY
THAN COULD BE OBTAINED ON AN ARM'S-LENGTH BASIS FROM UNRELATED THIRD PARTIES,
(B) TRANSACTIONS BETWEEN OR AMONG THE BORROWER AND ANY SUBSIDIARY LOAN PARTY NOT
INVOLVING ANY OTHER AFFILIATES, (C) ANY
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RESTRICTED PAYMENT PERMITTED BY SECTION 7.5 AND (D) PROVISION OF FINANCIAL AND
OTHER SERVICES AND THE SHARING OF KNOW-HOW, TECHNOLOGY AND OFFICE SPACE IN THE
ORDINARY COURSE OF BUSINESS.
SECTION 7.8.
RESTRICTIVE AGREEMENTS.
THE BORROWER WILL NOT CAUSE OR
PERMIT ANY MEMBER OF THE CONSOLIDATED GROUP TO DIRECTLY OR INDIRECTLY, ENTER
INTO, INCUR OR PERMIT TO EXIST ANY AGREEMENT THAT PROHIBITS, RESTRICTS OR
IMPOSES ANY CONDITION UPON (A) THE ABILITY OF THE BORROWER OR ANY SUBSIDIARY TO
CREATE, INCUR OR PERMIT ANY LIEN UPON ANY OF ITS ASSETS OR PROPERTIES, WHETHER
NOW OWNED OR HEREAFTER ACQUIRED, OR (B) THE ABILITY OF ANY SUBSIDIARY TO PAY
DIVIDENDS OR OTHER DISTRIBUTIONS WITH RESPECT TO ITS COMMON STOCK, TO MAKE OR
REPAY LOANS OR ADVANCES TO THE BORROWER OR ANY OTHER SUBSIDIARY, TO GUARANTEE
INDEBTEDNESS OF THE BORROWER OR ANY OTHER SUBSIDIARY OR TO TRANSFER ANY OF ITS
PROPERTY OR ASSETS TO THE BORROWER OR ANY SUBSIDIARY OF THE BORROWER; PROVIDED,
THAT THE FOREGOING SHALL NOT APPLY TO RESTRICTIONS OR CONDITIONS IMPOSED BY LAW
OR BY THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT.
SECTION 7.9.
SALE AND LEASEBACK TRANSACTIONS.
THE BORROWER WILL NOT
CAUSE OR PERMIT