EXCEED $1,000,000 IN ANY FISCAL YEAR AND (F) THE PAYMENT OF TRANSACTION
FEES AND EXPENSES TO EQUITY INVESTORS IN CONNECTION WITH PERMITTED ACQUISITIONS
OR OTHER INVESTMENTS PERMITTED UNDER SECTION 7.8 MADE ON USUAL AND CUSTOMARY
TERMS AND, IN RESPECT OF ANY SUCH FEES AND EXPENSES IN CONNECTION WITH EACH
PERMITTED ACQUISITION OR OTHER PERMITTED INVESTMENT THAT EXCEED $1,000,000 IN
THE AGGREGATE, WHICH FEES AND EXPENSES ARE APPROVED BY A MAJORITY OF THE
DISINTERESTED MEMBERS OF THE BOARD OF DIRECTORS OF THE PARENT BORROWER.
7.11
SALES AND LEASEBACKS.
ENTER INTO ANY ARRANGEMENT
WITH ANY PERSON PROVIDING FOR THE LEASING BY THE PARENT BORROWER OR ANY
SUBSIDIARY OF REAL OR PERSONAL PROPERTY THAT HAS BEEN OR IS TO BE SOLD OR
TRANSFERRED BY THE PARENT BORROWER OR SUCH SUBSIDIARY TO SUCH PERSON OR TO ANY
OTHER PERSON TO WHOM FUNDS HAVE BEEN OR ARE TO BE ADVANCED BY SUCH PERSON ON THE
SECURITY OF SUCH PROPERTY OR RENTAL OBLIGATIONS OF THE PARENT BORROWER OR SUCH
SUBSIDIARY UNLESS SUCH ARRANGEMENT IS ENTERED INTO IN CONNECTION WITH THE
FINANCING OF THE ACQUISITION OF SUCH PROPERTY THROUGH THE PROCEEDS OF A CAPITAL
LEASE OBLIGATION PERMITTED BY SECTION 7.3(G) AND THE SALE OR TRANSFER OF SUCH
PROPERTY OCCURS WITHIN NINETY DAYS FOLLOWING THE ACQUISITION THEREOF BY THE
PARENT BORROWER OR ANY OF ITS SUBSIDIARIES EXCEPT FOR SALE AND LEASEBACKS BY
PARENT BORROWER OR ANY OF ITS SUBSIDIARIES NOT EXCEEDING $5,000,000 DURING ANY
FISCAL YEAR OF THE PARENT BORROWER; PROVIDED THAT UP TO $5,000,000 OF ANY AMOUNT
REFERRED TO ABOVE, IF NOT SO EXPENDED IN THE FISCAL YEAR FOR WHICH IT IS
PERMITTED, MAY BE CARRIED OVER FOR EXPENDITURE IN THE NEXT SUCCEEDING FISCAL
YEAR BUT NOT IN ANY SUBSEQUENT FISCAL YEARS.
7.12
CHANGES IN FISCAL PERIODS.
PERMIT THE FISCAL
YEAR OF THE PARENT BORROWER TO END ON A DAY OTHER THAN DECEMBER 31 OR CHANGE THE
PARENT BORROWER'S METHOD OF DETERMINING FISCAL QUARTERS.
7.13
NEGATIVE PLEDGE CLAUSES.
ENTER INTO OR SUFFER TO
EXIST OR BECOME EFFECTIVE ANY AGREEMENT THAT PROHIBITS OR LIMITS THE ABILITY OF
THE PARENT BORROWER OR ANY OF ITS SUBSIDIARIES TO CREATE, INCUR, ASSUME OR
SUFFER TO EXIST ANY LIEN UPON ANY OF ITS PROPERTY OR REVENUES, WHETHER NOW OWNED
OR HEREAFTER ACQUIRED, TO SECURE ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS TO
WHICH IT IS A PARTY, OTHER THAN (A) THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
AND (B) ANY AGREEMENTS GOVERNING ANY PURCHASE MONEY LIENS OR CAPITAL LEASE
OBLIGATIONS OTHERWISE PERMITTED HEREBY (IN WHICH CASE, ANY PROHIBITION OR
LIMITATION SHALL ONLY BE EFFECTIVE AGAINST THE ASSETS FINANCED THEREBY).
7.14
CLAUSES RESTRICTING SUBSIDIARY DISTRIBUTIONS.
ENTER INTO OR SUFFER TO EXIST OR BECOME EFFECTIVE ANY CONSENSUAL ENCUMBRANCE OR
RESTRICTION ON THE ABILITY OF ANY SUBSIDIARY OF THE PARENT BORROWER TO (A) MAKE
RESTRICTED PAYMENTS IN RESPECT OF ANY CAPITAL STOCK OF SUCH SUBSIDIARY HELD BY,
OR PAY ANY INDEBTEDNESS OWED TO, THE PARENT BORROWER OR ANY OTHER SUBSIDIARY OF
THE PARENT BORROWER, (B) MAKE LOANS OR ADVANCES TO, OR OTHER INVESTMENTS IN, THE
PARENT