INTO OR REMAIN LIABLE UPON ANY RATE
MANAGEMENT TRANSACTIONS EXCEPT FOR THOSE ENTERED INTO (I) BY THE BORROWER AND IT
SUBSIDIARIES IN THE ORDINARY COURSE OF BUSINESS FOR BONA FIDE HEDGING PURPOSES
AND NOT FOR SPECULATIVE PURPOSES AND (II) BY ANY SPV IN CONNECTION WITH A
RECEIVABLES PURCHASE FACILITY PERMITTED HEREUNDER.
6.18.
SUBSIDIARY COVENANTS.
THE PARENT AND THE BORROWER WILL NOT, AND
WILL NOT PERMIT ANY SUBSIDIARY (OTHER THAN ANY SPV) TO, CREATE OR OTHERWISE
CAUSE TO BECOME EFFECTIVE ANY CONSENSUAL ENCUMBRANCE OR RESTRICTION OF ANY KIND
ON THE ABILITY OF ANY SUBSIDIARY (OTHER THAN ANY SPV) (I) TO PAY DIVIDENDS OR
MAKE ANY OTHER DISTRIBUTION ON ITS STOCK, (II) TO PAY ANY INDEBTEDNESS OR OTHER
OBLIGATION OWED TO THE PARENT, THE BORROWER OR ANY SUBSIDIARY, (III) TO MAKE
LOANS OR ADVANCES OR OTHER INVESTMENTS IN THE PARENT, THE BORROWER OR ANY
SUBSIDIARY, OR (IV) TO SELL, TRANSFER OR OTHERWISE CONVEY ANY OF ITS PROPERTY TO
THE PARENT, THE BORROWER OR ANY SUBSIDIARY, EXCEPT FOR SUCH ENCUMBRANCES OR
RESTRICTIONS EXISTING UNDER OR BY REASON OF (A) THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS, (B) DOCUMENTS GOVERNING INDEBTEDNESS PERMITTED UNDER SECTIONS
16.14.11, 16.14.12 OR 16.14.13, (C) CUSTOMARY PROVISIONS RESTRICTING SUBLETTING
OR ASSIGNMENT OF ANY LEASE GOVERNING ANY LEASEHOLD INTEREST OF THE PARENT OR ANY
OF ITS SUBSIDIARIES, (D) CUSTOMARY PROVISIONS RESTRICTING ASSIGNMENT OF ANY
LICENSING AGREEMENT OR OTHER CONTRACT ENTERED INTO BY PARENT AND ITS
SUBSIDIARIES IN THE ORDINARY COURSE OF BUSINESS, (E) RESTRICTIONS ON THE
TRANSFER OF ANY ASSET PENDING THE CLOSE OF THE SALE OF SUCH ASSET, (F)
RESTRICTIONS ON THE TRANSFER OF ANY ASSETS SUBJECT TO A LIEN PERMITTED BY
SECTION 6.15, (G) ANY ENCUMBRANCE OR RESTRICTION ENTERED INTO BY A SUBSIDIARY
PRIOR TO THE DATE SUCH SUBSIDIARY WAS ACQUIRED BY THE PARENT OR THE BORROWER,
WHICH ENCUMBRANCE OR RESTRICTION DOES NOT RELATE TO ANY PERSON OTHER THAN SUCH
SUBSIDIARY, AND WHICH ENCUMBRANCE OR RESTRICTION WAS NOT CREATED IN
CONTEMPLATION OF SUCH ACQUISITION AND (H) RESTRICTIONS ON THE TRANSFER OF ANY
SHARES OF THE PARENT'S CAPITAL STOCK THAT HAVE BEEN REPURCHASED BY THE PARENT
AND HELD IN TREASURY.
6.19.
CONTINGENT OBLIGATIONS.
THE PARENT AND THE BORROWER WILL NOT, NOR
WILL THEY PERMIT ANY SUBSIDIARY TO, MAKE OR SUFFER TO EXIST ANY CONTINGENT
OBLIGATION (INCLUDING, WITHOUT LIMITATION, ANY CONTINGENT OBLIGATION WITH
RESPECT TO THE OBLIGATIONS OF A SUBSIDIARY), EXCEPT CONTINGENT OBLIGATIONS
ARISING WITH RESPECT TO (I) THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, (II)
CUSTOMARY INDEMNIFICATION OBLIGATIONS IN FAVOR OF PURCHASERS IN CONNECTION WITH
ASSET
61
DISPOSITIONS PERMITTED HEREUNDER, (III) CUSTOMARY INDEMNIFICATION OBLIGATIONS
UNDER SUCH PERSON'S CHARTER AND BYLAWS (OR EQUIVALENT FORMATION DOCUMENTS), (IV)
INDEMNITIES IN FAVOR OF THE PERSONS ISSUING TITLE INSURANCE POLICIES INSURING
THE TITLE TO ANY PROPERTY, (V) GUARANTEES OF (A) REAL PROPERTY LEASES AND (B)
PERSONAL PROPERTY OPERATING LEASES, IN EACH CASE ENTERED INTO IN THE ORDINARY
COURSE OF BUSINESS BY THE PARENT OR ANY OF THE SUBSIDIARIES, (VI) OTHER
CONTINGENT OBLIGATIONS CONSTITUTING GUARANTEES OF INDEBTEDNESS PERMITTED UNDER
SECTION 6.14, PROVIDED THAT TO THE