TRANSACTIONS WITH AFFILIATES.
ENTER INTO ANY
TRANSACTION, INCLUDING, WITHOUT LIMITATION, ANY PURCHASE, SALE, LEASE OR
EXCHANGE OF PROPERTY OR THE RENDERING OF ANY SERVICE, WITH ANY AFFILIATE UNLESS
SUCH TRANSACTION IS (A) OTHERWISE PERMITTED UNDER THIS AGREEMENT AND (B) UPON
FAIR AND REASONABLE TERMS NO LESS FAVORABLE TO THE BORROWER OR SUCH SUBSIDIARY,
AS THE CASE MAY BE, THAN IT WOULD OBTAIN IN A COMPARABLE ARM'S LENGTH
TRANSACTION WITH A PERSON WHICH IS NOT AN AFFILIATE.
8.12.
LIMITATION ON SALES AND LEASEBACKS.
ENTER INTO ANY ARRANGEMENT
WITH ANY PERSON PROVIDING FOR THE LEASING BY THE BORROWER OR ANY SUBSIDIARY OF
REAL OR PERSONAL PROPERTY WHICH HAS BEEN OR IS TO BE SOLD OR TRANSFERRED BY THE
BORROWER OR SUCH SUBSIDIARY TO SUCH PERSON OR TO ANY OTHER PERSON TO WHOM FUNDS
HAVE BEEN OR ARE TO BE ADVANCED BY SUCH PERSON ON THE SECURITY OF SUCH PROPERTY
OR RENTAL OBLIGATIONS OF THE BORROWER OR SUCH SUBSIDIARY; PROVIDED THAT SUCH
SALE LEASEBACK TRANSACTIONS IN AN AMOUNT OF, TOGETHER WITH THE AGGREGATE
PRINCIPAL AMOUNT OF INDEBTEDNESS PERMITTED UNDER SUBSECTION 8.2(F) THEN
OUTSTANDING, UP TO $20,000,000 IN THE AGGREGATE WHILE THIS AGREEMENT IS IN
EFFECT MAY BE CONSUMMATED BY THE BORROWER; PROVIDED THAT THE BORROWER WILL NOT
MORTGAGE ANY EXISTING FEE PROPERTY OR LEASED PROPERTY (INCLUDING, WITHOUT
LIMITATION, THE GEL-CAP FACILITY) OTHER THAN ANY MORTGAGE TO WHICH SUCH FEE
PROPERTY OR LEASED PROPERTY IS SUBJECT ON THE CLOSING DATE (OR ANY OTHER
MORTGAGE IN RESPECT THEREOF SO LONG AS THE RELATED INDEBTEDNESS CONSTITUTES
REFINANCING INDEBTEDNESS).
8.13.
LIMITATION ON CHANGES IN FISCAL YEAR.
PERMIT THE FISCAL YEAR OF
THE BORROWER TO END ON A DAY OTHER THAN SEPTEMBER 30.
8.14.
LIMITATION ON NEGATIVE PLEDGE CLAUSES.
ENTER INTO WITH ANY PERSON
ANY AGREEMENT, OTHER THAN (A) THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS,
(B) THE SUBORDINATED DEBT AND ANY REFINANCING INDEBTEDNESS IN RESPECT THEREOF
(SO LONG AS SUCH REFINANCING INDEBTEDNESS ADDRESSES PROHIBITIONS OR LIMITATIONS
OF THE NATURE DESCRIBED BELOW IN A MANNER NOT LESS FAVORABLE TO THE LENDERS,
TAKEN AS A WHOLE, THAN THE TREATMENT THEREOF IN THE SUBORDINATED DEBT) AND
(C) ANY INDUSTRIAL REVENUE BONDS, PURCHASE MONEY MORTGAGES OR FINANCING LEASES
PERMITTED BY THIS AGREEMENT (IN WHICH CASES, ANY PROHIBITION OR LIMITATION SHALL
ONLY BE EFFECTIVE AGAINST THE ASSETS FINANCED THEREBY), WHICH PROHIBITS OR
LIMITS THE ABILITY OF THE BORROWER OR ANY OF ITS SUBSIDIARIES TO CREATE, INCUR,
ASSUME OR SUFFER TO EXIST ANY LIEN UPON ANY OF ITS PROPERTY, ASSETS OR REVENUES,
WHETHER NOW OWNED OR HEREAFTER ACQUIRED; PROVIDED THAT THE FOREGOING SHALL NOT
APPLY TO (I) RESTRICTIONS AND CONDITIONS IMPOSED BY LAW, (II) CUSTOMARY
RESTRICTIONS AND CONDITIONS CONTAINED IN AGREEMENTS RELATING TO THE SALE OF A
SUBSIDIARY PERMITTED HEREUNDER PENDING SUCH SALE,
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PROVIDED SUCH RESTRICTIONS OR CONDITIONS APPLY ONLY TO THE SUBSIDIARY THAT IS TO
BE SOLD, (III) RESTRICTIONS OR CONDITIONS IMPOSED BY ANY AGREEMENT RELATING TO
SECURED INDEBTEDNESS PERMITTED HEREUNDER IF SUCH RESTRICTIONS OR CONDITIONS
APPLY ONLY TO THE PROPERTY OR ASSETS SECURING SUCH INDEBTEDNESS AND (IV)
CUSTOMARY PROVISIONS