ANY ACTION DESCRIBED BELOW OR
WOULD RESULT THEREFROM:
50
(A)
EACH LOAN PARTY MAY MAKE RESTRICTED PAYMENTS TO ANY PERSON THAT
OWNS AN EQUITY INTEREST IN SUCH LOAN PARTY, RATABLY ACCORDING TO THEIR
RESPECTIVE HOLDINGS OF THE TYPE OF EQUITY INTEREST IN RESPECT OF WHICH SUCH
RESTRICTED PAYMENT IS BEING MADE;
(B)
EACH LOAN PARTY MAY DECLARE AND MAKE DIVIDEND PAYMENTS OR OTHER
DISTRIBUTIONS PAYABLE SOLELY IN THE COMMON STOCK OR OTHER COMMON EQUITY
INTERESTS OF SUCH PERSON; AND
(C)
EACH LOAN PARTY MAY PURCHASE, REDEEM OR OTHERWISE ACQUIRE EQUITY
INTERESTS ISSUED BY IT WITH THE PROCEEDS RECEIVED FROM THE SUBSTANTIALLY
CONCURRENT ISSUE OF NEW SHARES OF ITS COMMON STOCK OR OTHER COMMON EQUITY
INTERESTS.
7.07
CHANGE IN NATURE OF BUSINESS.
ENGAGE IN ANY MATERIAL LINE OF
BUSINESS SUBSTANTIALLY DIFFERENT FROM THOSE LINES OF BUSINESS CONDUCTED BY THE
LOAN PARTIES ON THE DATE HEREOF OR ANY BUSINESS SUBSTANTIALLY RELATED OR
INCIDENTAL THERETO.
7.08
TRANSACTIONS WITH AFFILIATES.
ENTER INTO ANY TRANSACTION OF ANY
KIND WITH ANY AFFILIATE OF BORROWER, WHETHER OR NOT IN THE ORDINARY COURSE OF
BUSINESS, OTHER THAN ON FAIR AND REASONABLE TERMS SUBSTANTIALLY AS FAVORABLE TO
SUCH LOAN PARTY AS WOULD BE OBTAINABLE BY SUCH LOAN PARTY AT THE TIME IN A
COMPARABLE ARM'S LENGTH TRANSACTION WITH A PERSON OTHER THAN AN AFFILIATE,
PROVIDED THAT THE FOREGOING RESTRICTION SHALL NOT APPLY TO TRANSACTIONS BETWEEN
OR AMONG BORROWER AND ANY LOAN PARTY OR BETWEEN OR AMONG ANY LOAN PARTY OTHER
THAN THE BORROWER AND ANY OTHER LOAN PARTY.
7.09
BURDENSOME AGREEMENTS.
ENTER INTO ANY CONTRACTUAL OBLIGATION (OTHER
THAN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT) THAT (A) LIMITS THE ABILITY (I)
OF ANY LOAN PARTY TO MAKE RESTRICTED PAYMENTS TO THE BORROWER OR ITS
SUBSIDIARIES OR TO OTHERWISE TRANSFER PROPERTY TO THE BORROWER OR ITS
SUBSIDIARIES, (II) OF ANY LOAN PARTY TO GUARANTEE THE INDEBTEDNESS OF BORROWER
OR ITS SUBSIDIARIES OR (III) OF ANY LOAN PARTY TO CREATE, INCUR, ASSUME OR
SUFFER TO EXIST LIENS ON PROPERTY OF SUCH PERSON; PROVIDED, HOWEVER, THAT THIS
CLAUSE (III) SHALL NOT PROHIBIT ANY NEGATIVE PLEDGE INCURRED OR PROVIDED IN
FAVOR OF ANY HOLDER OF INDEBTEDNESS PERMITTED UNDER SECTION 7.03(E) SOLELY TO
THE EXTENT ANY SUCH NEGATIVE PLEDGE RELATES TO THE PROPERTY FINANCED BY OR THE
SUBJECT OF SUCH INDEBTEDNESS; OR (B) REQUIRES THE GRANT OF A LIEN TO SECURE AN
OBLIGATION OF SUCH PERSON IF A LIEN IS GRANTED TO SECURE ANOTHER OBLIGATION OF
SUCH PERSON.
7.10
USE OF PROCEEDS.
USE THE PROCEEDS OF ANY CREDIT EXTENSION, WHETHER
DIRECTLY OR INDIRECTLY, AND WHETHER IMMEDIATELY, INCIDENTALLY OR ULTIMATELY, TO
PURCHASE OR CARRY MARGIN STOCK (WITHIN THE MEANING OF REGULATION U OF THE FRB)
OR TO EXTEND CREDIT TO OTHERS FOR THE PURPOSE OF PURCHASING OR CARRYING MARGIN
STOCK OR TO REFUND INDEBTEDNESS ORIGINALLY INCURRED FOR SUCH PURPOSE.
ARTICLE VIII.
EVENTS OF DEFAULT AND REMEDIES
8.01
EVENTS OF DEFAULT.
ANY OF THE FOLLOWING SHALL CONSTITUTE AN "EVENT
OF DEFAULT":
(A)
NON-PAYMENT.
ANY LOAN PARTY FAILS TO PAY (I) WHEN AND AS REQUIRED
TO