WHETHER NOW OR HEREAFTER OUTSTANDING (EACH, A
"RESTRICTED PAYMENT"), EXCEPT FOR
(I) DIVIDENDS PAYABLE BY THE BORROWER SOLELY
IN SHARES OF ANY CLASS OF ITS COMMON STOCK, (II) RESTRICTED PAYMENTS MADE BY ANY
SUBSIDIARY TO THE BORROWER OR TO ANOTHER SUBSIDIARY LOAN PARTY AND (III) SO LONG
AS NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING AT THE TIME
SUCH DIVIDEND IS PAID OR REDEMPTION OR STOCK REPURCHASE IS MADE, DIVIDENDS,
DISTRIBUTIONS, REDEMPTIONS AND STOCK REPURCHASES PAID IN CASH WHICH DO NOT
EXCEED FIFTY PERCENT (50%) OF CONSOLIDATED NET INCOME OF BORROWER (IF GREATER
THAT $0) FOR THE IMMEDIATELY PRECEDING FISCAL YEAR; PROVIDED, THAT IF THE
AGGREGATE AMOUNT OF ALL SUCH DIVIDENDS AND DISTRIBUTIONS PAID IN CASH IN ANY
FISCAL YEAR ARE LESS THAN THE AMOUNT PERMITTED BY CLAUSE (III) ABOVE, THE EXCESS
PERMITTED AMOUNT FOR SUCH YEAR MAY BE CARRIED FORWARD ONCE TO THE NEXT
SUCCEEDING FISCAL YEAR.
SALE OF ASSETS.
THE BORROWER WILL NOT, AND WILL NOT PERMIT ANY OF ITS
SUBSIDIARIES TO, CONVEY, SELL, LEASE, ASSIGN, TRANSFER OR OTHERWISE DISPOSE OF,
ANY OF ITS ASSETS, BUSINESS OR PROPERTY, WHETHER NOW OWNED OR HEREAFTER
ACQUIRED, OR, IN THE CASE OF ANY SUBSIDIARY, ISSUE OR SELL ANY SHARES OF SUCH
SUBSIDIARY'S COMMON STOCK TO ANY PERSON OTHER THAN THE BORROWER OR A SUBSIDIARY
LOAN PARTY (OR TO QUALIFY DIRECTORS IF REQUIRED BY APPLICABLE LAW), EXCEPT (A)
THE SALE OR OTHER DISPOSITION FOR FAIR MARKET VALUE OF OBSOLETE OR WORN OUT
PROPERTY OR OTHER PROPERTY NOT NECESSARY FOR OPERATIONS DISPOSED OF IN THE
ORDINARY COURSE OF BUSINESS; (B) THE SALE OF INVENTORY AND PERMITTED INVESTMENTS
IN THE ORDINARY COURSE OF BUSINESS, (C) SALES AND DISPOSITIONS PERMITTED UNDER
SECTION 7.3(A) AND SALE LEASEBACK TRANSACTIONS PERMITTED UNDER SECTION 7.9, AND
(D) OTHER SALES OF ASSETS MADE ON OR AFTER THE CLOSING DATE NOT TO EXCEED
$10,000,000 IN BOOK VALUE IN THE AGGREGATE.
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 ITS WHOLLY-OWNED SUBSIDIARIES NOT INVOLVING ANY OTHER
AFFILIATES,
(C) ANY RESTRICTED PAYMENT PERMITTED BY SECTION 7.5 AND (D)
TRANSACTIONS PERMITTED UNDER SECTION 7.4(E).
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 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