BORROWER IS THE SURVIVING ENTITY) OR ACQUIRE, OR PERMIT ANY OF
ITS SUBSIDIARIES TO ACQUIRE, ALL OR SUBSTANTIALLY ALL OF THE CAPITAL STOCK OR
PROPERTY OF ANOTHER PERSON OR ENTITY.
NOTWITHSTANDING THE IMMEDIATELY PRECEDING
SENTENCE, THE BORROWER MAY MERGE WITH OR BE ACQUIRED BY ANOTHER ENTITY WHO
ASSUMES THE OBLIGATIONS UNDER THIS AGREEMENT AND BECOMES A PARTY HERETO IF THE
AGENT AND EACH LENDER CONSENT IN WRITING TO SUCH MERGER OR ACQUISITION IN THEIR
SOLE
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DISCRETION AND PURSUANT TO DOCUMENTATION ACCEPTABLE TO AGENT AND LENDERS IN
THEIR SOLE DISCRETION (IT BEING UNDERSTOOD THAT AGENT AND LENDERS SHALL HAVE NO
OBLIGATION TO CONSENT TO SUCH MERGER OR ACQUISITION).
7.6.
RESTRICTED PAYMENTS.
NO LOAN PARTY SHALL, AND NO LOAN PARTY SHALL
PERMIT ANY OF ITS SUBSIDIARIES TO, (A) DECLARE OR PAY ANY DIVIDENDS OR MAKE ANY
OTHER DISTRIBUTION OR PAYMENT ON ACCOUNT OF OR REDEEM, RETIRE, DEFEASE OR
PURCHASE ANY CAPITAL STOCK, INCLUDING, WITHOUT LIMITATION, ANY PREFERRED STOCK
(OTHER THAN THE PAYMENT OF DIVIDENDS TO BORROWER), (B) PURCHASE, REDEEM, DEFEASE
OR PREPAY ANY PRINCIPAL OF, PREMIUM, IF ANY, INTEREST OR OTHER AMOUNT PAYABLE IN
RESPECT OF ANY INDEBTEDNESS PRIOR TO ITS SCHEDULED MATURITY, (C) MAKE ANY
PAYMENT IN RESPECT OF MANAGEMENT FEES OR CONSULTING FEES (OR SIMILAR FEES) TO
ANY EQUITYHOLDER OR OTHER AFFILIATE OF BORROWER THAT OWNS MORE THAN 1% OF THE
STOCK OF BORROWER, OR (D) BE A PARTY TO OR BOUND BY AN AGREEMENT THAT RESTRICTS
A SUBSIDIARY FROM PAYING DIVIDENDS OR OTHERWISE DISTRIBUTING PROPERTY TO
BORROWER.
7.7.
INVESTMENTS.
NO LOAN PARTY SHALL, AND NO LOAN PARTY SHALL PERMIT ANY
OF ITS SUBSIDIARIES TO, DIRECTLY OR INDIRECTLY (A) ACQUIRE OR OWN, OR MAKE ANY
LOAN, ADVANCE OR CAPITAL CONTRIBUTION (AN "INVESTMENT") IN OR TO ANY PERSON OR
ENTITY, (B) ACQUIRE OR CREATE ANY SUBSIDIARY, OR (C) ENGAGE IN ANY JOINT VENTURE
OR PARTNERSHIP WITH ANY OTHER PERSON OR ENTITY, OTHER THAN: (I) INVESTMENTS
EXISTING ON THE DATE HEREOF AND SET FORTH ON SCHEDULE B TO THIS AGREEMENT,
(II) INVESTMENTS IN CASH AND CASH EQUIVALENTS (AS DEFINED BELOW), AND
(III) LOANS OR ADVANCES TO EMPLOYEES OF BORROWER OR ANY OF ITS SUBSIDIARIES TO
FINANCE TRAVEL, ENTERTAINMENT AND RELOCATION EXPENSES AND OTHER ORDINARY
BUSINESS PURPOSES IN THE ORDINARY COURSE OF BUSINESS AS PRESENTLY CONDUCTED,
PROVIDED THAT THE AGGREGATE OUTSTANDING PRINCIPAL AMOUNT OF ALL LOANS AND
ADVANCES PERMITTED PURSUANT TO THIS CLAUSE (III) SHALL NOT EXCEED $100,000 AT
ANY TIME (COLLECTIVELY, THE "PERMITTED INVESTMENTS").
THE TERM "CASH
EQUIVALENTS" MEANS (V) ANY READILY-MARKETABLE SECURITIES (I) ISSUED BY, OR
DIRECTLY, UNCONDITIONALLY AND FULLY GUARANTEED OR INSURED BY THE UNITED STATES
FEDERAL GOVERNMENT OR (II) ISSUED BY ANY AGENCY OF THE UNITED STATES FEDERAL
GOVERNMENT THE OBLIGATIONS OF WHICH ARE FULLY BACKED BY THE FULL FAITH AND
CREDIT OF THE UNITED STATES FEDERAL GOVERNMENT, (W) ANY READILY-MARKETABLE
DIRECT OBLIGATIONS ISSUED BY ANY OTHER AGENCY OF THE UNITED STATES FEDERAL
GOVERNMENT, ANY STATE OF THE UNITED STATES OR ANY POLITICAL SUBDIVISION OF ANY
SUCH STATE OR ANY PUBLIC INSTRUMENTALITY THEREOF, IN EACH CASE HAVING