transfer of Borrower's title in the
licensed property;
(e)
Transfers otherwise permitted by the Loan Documents;
(f)
sales or discounting of delinquent accounts in the ordinary
course of business;
(g)
Transfers associated with the making or disposition of Permitted
Investments;
(h)
Transfers in connection with a permitted acquisition of a portion
of the assets or rights acquired; and
(I)
TRANSFERS OF ASSETS (OTHER THAN ACCOUNTS (UNLESS SUCH TRANSFER IS
IN THE ORDINARY COURSE OF BORROWER'S BUSINESS)) NOT OTHERWISE PERMITTED IN THIS
SECTION 7.1, PROVIDED, THAT THE AGGREGATE BOOK VALUE OF ALL SUCH TRANSFERS BY
BORROWER AND ITS SUBSIDIARIES, TOGETHER, SHALL NOT EXCEED IN ANY FISCAL YEAR,
FIVE PERCENT (5.0%) OF BORROWER'S CONSOLIDATED TOTAL ASSETS AS OF THE LAST DAY
OF THE FISCAL YEAR IMMEDIATELY PRECEDING THE DATE OF DETERMINATION.
7.2
CHANGES IN BUSINESS; CHANGE IN CONTROL; JURISDICTION OF
FORMATION..
ENGAGE IN ANY MATERIAL LINE OF BUSINESS OTHER THAN THOSE LINES OF
BUSINESS CONDUCTED BY BORROWER AND ITS SUBSIDIARIES ON THE DATE HEREOF AND ANY
BUSINESSES REASONABLY RELATED, COMPLEMENTARY OR INCIDENTAL THERETO OR REASONABLE
EXTENSIONS THEREOF; PERMIT OR SUFFER ANY CHANGE IN CONTROL.
BORROWER WILL NOT,
WITHOUT PRIOR WRITTEN NOTICE, CHANGE ITS JURISDICTION OF FORMATION.
7.3
MERGERS OR ACQUISITIONS.
MERGE OR CONSOLIDATE, OR PERMIT ANY OF
ITS SUBSIDIARIES TO MERGE OR CONSOLIDATE, WITH ANY PERSON, OR ACQUIRE, OR PERMIT
ANY OF ITS SUBSIDIARIES TO ACQUIRE, ALL OR SUBSTANTIALLY ALL OF THE CAPITAL
STOCK OR PROPERTY OF ANY PERSON.
A SUBSIDIARY MAY MERGE OR CONSOLIDATE INTO
ANOTHER SUBSIDIARY OR INTO BORROWER.
7.4
INDEBTEDNESS.
CREATE, INCUR, ASSUME, OR BE LIABLE FOR ANY
INDEBTEDNESS, OR PERMIT ANY SUBSIDIARY TO DO SO, OTHER THAN PERMITTED
INDEBTEDNESS.
15
7.5
ENCUMBRANCE.
CREATE, INCUR, OR ALLOW ANY LIEN ON ANY OF ITS
PROPERTY, OR ASSIGN OR CONVEY ANY RIGHT TO RECEIVE INCOME, INCLUDING THE SALE OF
ANY ACCOUNTS, OR PERMIT ANY OF ITS SUBSIDIARIES TO DO SO, EXCEPT FOR PERMITTED
LIENS, OR PERMIT ANY COLLATERAL NOT TO BE SUBJECT TO THE FIRST PRIORITY SECURITY
INTEREST GRANTED HEREIN,
OR ENTER INTO ANY AGREEMENT, DOCUMENT, INSTRUMENT OR
OTHER ARRANGEMENT (EXCEPT WITH OR IN FAVOR OF BANK) WITH ANY PERSON WHICH
DIRECTLY OR INDIRECTLY PROHIBITS OR HAS THE EFFECT OF PROHIBITING BORROWER OR
ANY SUBSIDIARY FROM ASSIGNING, MORTGAGING, PLEDGING, GRANTING A SECURITY
INTEREST IN OR UPON, OR ENCUMBERING ANY OF BORROWER'S OR ANY SUBSIDIARY'S
INTELLECTUAL PROPERTY, EXCEPT AS IS OTHERWISE PERMITTED IN SECTION 7.1 HEREOF
AND THE DEFINITION OF "PERMITTED LIENS" HEREIN.
7.6
MAINTENANCE OF COLLATERAL ACCOUNTS.
MAINTAIN ANY COLLATERAL
ACCOUNT EXCEPT PURSUANT TO THE TERMS OF SECTION 6.6(B) HEREOF.
7.7
DISTRIBUTIONS; INVESTMENTS.
(A) PAY ANY DIVIDENDS OR MAKE ANY
DISTRIBUTION OR PAYMENT OR REDEEM, RETIRE OR PURCHASE ANY CAPITAL STOCK OTHER
THAN PERMITTED DISTRIBUTIONS; OR (B) DIRECTLY OR INDIRECTLY ACQUIRE OR OWN ANY
PERSON, OR MAKE ANY INVESTMENT IN ANY PERSON, OTHER THAN PERMITTED INVESTMENTS,
OR PERMIT ANY OF ITS SUBSIDIARIES TO DO SO.
7.8
TRANSACTIONS WITH AFFILIATES.
DIRECTLY OR INDIRECTLY ENTER INTO OR
PERMIT TO EXIST ANY MATERIAL TRANSACTION WITH ANY AFFILIATE OF BORROWER EXCEPT
FOR TRANSACTIONS THAT