OF A SUBSIDIARY INTO THE BORROWER, WITH THE BORROWER BEING THE
SURVIVOR THEREOF, OR BETWEEN OR AMONG THE DOMESTIC SUBSIDIARIES; PROVIDED THAT
THE BORROWER SHALL GIVE THE AGENT THIRTY DAYS' PRIOR WRITTEN NOTICE THEREOF AND
SHALL COMPLY WITH ALL REASONABLE ACTIONS REQUESTED BY THE AGENT TO PROTECT AND
MAINTAIN ITS LIENS GRANTED PURSUANT TO THE LOAN DOCUMENTS; OR (C) EXCEPT AS
PERMITTED BY SECTION 6.5, CONVEY, SELL, LEASE, ASSIGN, TRANSFER OR OTHERWISE
DISPOSE OF, ALL OR SUBSTANTIALLY ALL OF ITS PROPERTY, BUSINESS OR ASSETS.
6.5
LIMITATION ON SALE OF ASSETS.
THE BORROWER SHALL NOT, AND SHALL
NOT PERMIT ANY OF ITS SUBSIDIARIES TO, MAKE ANY ASSET DISPOSITION UNLESS (I)
SUCH ASSET DISPOSITION IS FOR FAIR MARKET VALUE, (II) THE CONSIDERATION FOR SUCH
ASSET DISPOSITION IS AT LEAST 75% CASH, (III) NO DEFAULT HAS OCCURRED AND IS
CONTINUING OR WOULD RESULT FROM SUCH ASSET DISPOSITION AND (IV) THE
CONSIDERATION FOR SUCH ASSET DISPOSITION, WHEN AGGREGATED WITH THE CONSIDERATION
FOR ALL PREVIOUS ASSET DISPOSITIONS DURING THE SAME FISCAL YEAR, DOES NOT EXCEED
$1,000,000.
6.6
LIMITATION ON RESTRICTED PAYMENTS.
THE BORROWER SHALL NOT, AND
SHALL NOT PERMIT ANY OF ITS SUBSIDIARIES TO, (A) IF A CORPORATION, DECLARE OR
PAY ANY DIVIDEND (OTHER THAN DIVIDENDS PAYABLE SOLELY IN COMMON STOCK OF THE
BORROWER OR ITS SUBSIDIARIES) ON, OR MAKE ANY PAYMENT ON ACCOUNT OF, OR SET
APART ASSETS FOR A SINKING OR OTHER ANALOGOUS FUND FOR, THE PURCHASE,
REDEMPTION, DEFEASANCE, RETIREMENT OR OTHER ACQUISITION OF, ANY SHARES OF ANY
CLASS OF CAPITAL STOCK OF THE BORROWER OR ITS SUBSIDIARIES OR ANY WARRANTS OR
OPTIONS TO PURCHASE ANY SUCH CAPITAL
53
STOCK, WHETHER NOW OR HEREAFTER OUTSTANDING, AND (B) IF A PARTNERSHIP OR A
LIMITED LIABILITY COMPANY, MAKE ANY DISTRIBUTION WITH RESPECT TO THE OWNERSHIP
INTERESTS THEREIN, OR, IN EITHER CASE, ANY OTHER DISTRIBUTION IN RESPECT
THEREOF, EITHER DIRECTLY OR INDIRECTLY, WHETHER IN CASH OR PROPERTY OR IN
OBLIGATIONS OF THE BORROWER OR ANY SUBSIDIARY (SUCH DECLARATIONS, PAYMENTS,
SETTING APART, PURCHASES, REDEMPTIONS, DEFEASANCE, RETIREMENTS, ACQUISITIONS AND
DISTRIBUTIONS BEING HEREIN CALLED "RESTRICTED PAYMENTS"); PROVIDED, HOWEVER,
THAT
(I)
THE SUBSIDIARIES MAY MAKE RESTRICTED PAYMENTS TO THE BORROWER;
(II)
THE BORROWER MAY MAKE RESTRICTED PAYMENTS, IN AN AGGREGATE AMOUNT
IN ANY FISCAL YEAR OF THE BORROWER NOT EXCEEDING $500,000, TO THE PLEDGOR TO
ALLOW THE PLEDGOR TO PAY OPERATING EXPENSES RELATING TO THE BORROWER AND THE
FEES AND EXPENSES OF THE PLEDGOR'S AND THE BORROWER'S OFFICERS AND DIRECTORS,
PROVIDED THAT SUCH AMOUNT SHALL BE LIMITED TO $100,000 DURING ANY PERIOD DURING
WHICH AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING; AND
(III)
THE BORROWER MAY MAKE RESTRICTED PAYMENTS TO THE PLEDGOR FROM
TIME TO TIME SO LONG AS (1) NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING AT THE TIME OF SUCH RESTRICTED PAYMENT OR WOULD OCCUR AS A
CONSEQUENCE OF SUCH RESTRICTED PAYMENT; AND (2) IF AFTER GIVING EFFECT TO SUCH
RESTRICTED PAYMENT, THE LIQUIDITY AMOUNT SHALL BE GREATER THAN OR EQUAL TO
$3,000,000.
6.7
LIMITATION ON ACQUISITIONS, INVESTMENTS, LOANS AND ADVANCES.