WITH BORROWER OR ANY SUBSIDIARY (PROVIDED BORROWER IS THE SURVIVING LEGAL
ENTITY), OR ACQUIRE, OR PERMIT ANY OF ITS SUBSIDIARIES TO ACQUIRE, ALL OR
SUBSTANTIALLY ALL OF THE CAPITAL STOCK OR PROPERTY OF A PERSON OTHER THAN
BORROWER OR ANY SUBSIDIARY, EXCEPT WHERE NO EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING OR WOULD RESULT FROM SUCH ACTION DURING THE TERM OF THIS AGREEMENT,
AND (A) BORROWER IS THE SURVIVING ENTITY OR (B) SUCH MERGER OR CONSOLIDATION IS
A TRANSFER OTHERWISE PERMITTED PURSUANT TO SECTION 7.1 HEREOF.
7.4
INDEBTEDNESS. CREATE, INCUR, ASSUME, OR BE
LIABLE FOR ANY INDEBTEDNESS, OR PERMIT ANY SUBSIDIARY TO DO SO, OTHER THAN
PERMITTED INDEBTEDNESS.
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.
10
7.8
TRANSACTIONS WITH AFFILIATES. DIRECTLY OR
INDIRECTLY ENTER INTO OR PERMIT TO EXIST ANY MATERIAL TRANSACTION WITH ANY
AFFILIATE OF BORROWER EXCEPT FOR (A) TRANSACTIONS THAT ARE IN THE ORDINARY
COURSE OF BORROWER'S BUSINESS, UPON FAIR AND REASONABLE TERMS (WHEN VIEWED IN
THE CONTEXT OF ANY SERIES OF TRANSACTIONS OF WHICH IT MAY BE A PART, IF
APPLICABLE) THAT ARE NO LESS FAVORABLE TO BORROWER THAN WOULD BE OBTAINED IN AN
ARM'S LENGTH TRANSACTION WITH A NON-AFFILIATED PERSON; OR (B) TRANSACTIONS AMONG
BORROWER AND ITS SUBSIDIARIES AND AMONG BORROWER'S SUBSIDIARIES SO LONG AS NO
EVENT OF DEFAULT EXISTS OR COULD RESULT THEREFROM.
7.9
SUBORDINATED DEBT. (A) MAKE OR PERMIT ANY
PAYMENT ON ANY SUBORDINATED DEBT, EXCEPT UNDER THE TERMS OF THE SUBORDINATION,
INTERCREDITOR, OR OTHER SIMILAR AGREEMENT TO WHICH SUCH SUBORDINATED DEBT IS
SUBJECT, OR (B) AMEND ANY PROVISION IN ANY DOCUMENT RELATING TO THE SUBORDINATED
DEBT WHICH WOULD INCREASE THE AMOUNT THEREOF OR ADVERSELY AFFECT THE
SUBORDINATION THEREOF TO OBLIGATIONS OWED TO BANK.
7.10
COMPLIANCE. BECOME AN "INVESTMENT COMPANY" OR A
COMPANY CONTROLLED BY AN "INVESTMENT COMPANY", UNDER THE INVESTMENT COMPANY ACT
OF 1940 OR UNDERTAKE