OF INVENTORY AND PERMITTED INVESTMENTS IN THE ORDINARY
COURSE OF BUSINESS;
(C)
THE SALE OR OTHER DISPOSITION OF SUCH ASSETS IN AN AGGREGATE
AMOUNT NOT TO EXCEED $1,000,000 IN ANY FISCAL YEAR;
65
(D)
ABANDONMENT OR OTHER DISPOSITION OF INTELLECTUAL PROPERTY THAT IN
THE REASONABLE JUDGMENT OF THE BORROWER IS NO LONGER USEFUL; AND
(E)
TRANSFERS OR OTHER DISPOSITIONS RESULTING FROM A CONDEMNATION OR
TAKING OR FROM DAMAGE OR DESTRUCTION OF ASSETS.
SECTION 7.7.
TRANSACTIONS WITH AFFILIATES. THE BORROWER WILL NOT, AND
WILL NOT PERMIT ANY OF ITS SUBSIDIARIES TO, SELL, LEASE OR OTHERWISE TRANSFER
ANY PROPERTY OR ASSETS TO, OR PURCHASE, LEASE OR OTHERWISE ACQUIRE ANY PROPERTY
OR ASSETS FROM, OR OTHERWISE ENGAGE IN ANY OTHER TRANSACTIONS WITH, ANY OF ITS
AFFILIATES, EXCEPT (A) IN THE ORDINARY COURSE OF BUSINESS AT PRICES AND ON TERMS
AND CONDITIONS NOT LESS FAVORABLE TO THE BORROWER OR SUCH SUBSIDIARY THAN COULD
BE OBTAINED ON AN ARM'S-LENGTH BASIS FROM UNRELATED THIRD PARTIES, (B)
TRANSACTIONS BETWEEN OR AMONG THE BORROWER AND ANY SUBSIDIARY LOAN PARTY NOT
INVOLVING ANY OTHER AFFILIATES, (C) ANY RESTRICTED PAYMENT PERMITTED BY
SECTION 7.5, (D) INVESTMENTS PERMITTED BY SECTION 7.4, (E) REASONABLE AND
CUSTOMARY DIRECTOR, OFFICER AND EMPLOYEE COMPENSATION AND INDEMNIFICATION
ARRANGEMENTS, AND (F) SALES OF CAPITAL STOCK OF THE BORROWER AND GRANTS OF
OPTIONS TO PURCHASE SHARES OF CAPITAL STOCK PURSUANT TO THE ESOP OR STOCK OPTION
PLANS OF THE BORROWER.
SECTION 7.8.
RESTRICTIVE AGREEMENTS. THE BORROWER WILL NOT, AND WILL
NOT PERMIT ANY SUBSIDIARY TO, DIRECTLY OR INDIRECTLY, ENTER INTO, INCUR OR
PERMIT TO EXIST ANY AGREEMENT (OTHER THAN SUBORDINATED DEBT DOCUMENTS EVIDENCING
PERMITTED SUBORDINATED DEBT) AND THAT PROHIBITS, RESTRICTS OR IMPOSES ANY
CONDITION UPON (A) THE ABILITY OF THE BORROWER OR ANY SUBSIDIARY TO CREATE,
INCUR OR PERMIT ANY LIEN UPON ANY OF ITS ASSETS OR PROPERTIES, WHETHER NOW OWNED
OR HEREAFTER ACQUIRED, OR (B) THE ABILITY OF ANY SUBSIDIARY TO PAY DIVIDENDS OR
OTHER DISTRIBUTIONS WITH RESPECT TO ITS COMMON STOCK, TO MAKE OR REPAY LOANS OR
ADVANCES TO THE BORROWER OR ANY OTHER SUBSIDIARY, TO GUARANTEE INDEBTEDNESS OF
THE BORROWER OR ANY OTHER SUBSIDIARY OR TO TRANSFER ANY OF ITS PROPERTY OR
ASSETS TO THE BORROWER OR ANY SUBSIDIARY OF THE BORROWER; PROVIDED, THAT (I) THE
FOREGOING SHALL NOT APPLY TO RESTRICTIONS OR CONDITIONS IMPOSED BY LAW OR
BY THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, (II) THE FOREGOING SHALL NOT APPLY
TO CUSTOMARY RESTRICTIONS AND CONDITIONS CONTAINED IN AGREEMENTS RELATING TO THE
SALE OF A SUBSIDIARY PENDING SUCH SALE, PROVIDED SUCH RESTRICTIONS AND
CONDITIONS APPLY ONLY TO THE SUBSIDIARY THAT IS SOLD AND SUCH SALE IS PERMITTED
HEREUNDER, (III) CLAUSE (A) SHALL NOT APPLY TO RESTRICTIONS OR CONDITIONS
IMPOSED BY ANY AGREEMENT RELATING TO SECURED INDEBTEDNESS OR LIENS PERMITTED BY
THIS AGREEMENT IF SUCH RESTRICTIONS AND CONDITIONS APPLY ONLY TO THE PROPERTY OR
ASSETS SECURING SUCH INDEBTEDNESS AND (IV) CLAUSE (A) SHALL NOT APPLY TO
CUSTOMARY PROVISIONS IN LEASES OR OTHER AGREEMENTS ENTERED INTO IN THE ORDINARY
COURSE OF BUSINESS RESTRICTING THE ASSIGNMENT