to
issue any additional Equity Interest other than stock evidencing a Permitted
Investment or stock dividends (in each case, subject to a Lien in favor of
Agents to the extent required hereby).
8.5
REDEMPTION, DIVIDENDS AND DISTRIBUTIONS.
EXCEPT AS SET FORTH ON SCHEDULE 8.5 HEREOF, AT ANY TIME:
(A) REDEEM, RETIRE OR
OTHERWISE ACQUIRE, DIRECTLY OR INDIRECTLY, ANY EQUITY INTEREST OTHER THAN EQUITY
INTERESTS IN WHOLLY-OWNED SUBSIDIARIES OR (B) MAKE ANY DISTRIBUTIONS OF
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ANY PROPERTY OR CASH TO THE OWNER OF ANY OF THE EQUITY INTERESTS IN ANY OBLIGOR,
OTHER THAN, IN EITHER CASE, PERMITTED DIVIDENDS AND PERMITTED INVESTMENTS.
8.6
NATURE OF BUSINESS.
CHANGE THE NATURE OF
ITS BUSINESS OR ENTER INTO ANY BUSINESS WHICH IS SUBSTANTIALLY DIFFERENT FROM
THE BUSINESS IN WHICH IT IS PRESENTLY ENGAGED.
8.7
TRANSACTIONS WITH RELATED PARTIES.
ENTER
INTO ANY TRANSACTION OR AGREEMENT WITH ANY OFFICER, DIRECTOR OR HOLDER OF ANY
EQUITY INTEREST IN ANY OBLIGOR (OR ANY AFFILIATE OF ANY SUCH PERSON) UNLESS THE
SAME IS UPON TERMS SUBSTANTIALLY SIMILAR TO THOSE OBTAINABLE FROM WHOLLY
UNRELATED SOURCES OR IS UPON FAIR AND REASONABLE TERMS IN THE ORDINARY COURSE OF
BUSINESS CONSISTENT WITH PAST PRACTICES; PROVIDED, HOWEVER, NO OBLIGOR (OR ANY
AFFILIATE OF AN OBLIGOR) SHALL BE PROHIBITED FROM MAKING ANY PAYMENT RESULTING
FROM A LEGAL REQUIREMENT AND/OR ENTERING INTO AN AGREEMENT REFLECTING THE
TRANSACTION GIVING RISE TO SUCH PAYMENT.
8.8
LOANS AND INVESTMENTS.
MAKE ANY LOAN,
ADVANCE, EXTENSION OF CREDIT OR CAPITAL CONTRIBUTION TO, OR MAKE OR, EXCEPT AS
PERMITTED BY SECTIONS 8.1, 8.3, 8.4 OR 8.9 HEREOF,
HAVE ANY INVESTMENT IN, ANY
PERSON, OR MAKE ANY COMMITMENT TO MAKE ANY SUCH EXTENSION OF CREDIT OR
INVESTMENT, EXCEPT (A) PERMITTED INVESTMENTS; (B) NORMAL AND REASONABLE ADVANCES
IN THE ORDINARY COURSE OF BUSINESS TO OFFICERS AND EMPLOYEES; (C) ACCOUNTS
RECEIVABLE AND ACCOUNTS PAYABLE ARISING IN THE ORDINARY COURSE OF BUSINESS; (D)
DEPOSITS IN MONEY MARKET FUNDS INVESTING EXCLUSIVELY IN PERMITTED INVESTMENTS;
(E) INVESTMENTS DISCLOSED IN THE FINANCIAL STATEMENTS DELIVERED PURSUANT TO
SECTION 6.2; (F) INVESTMENTS BY ANY OBLIGOR IN ANY OTHER OBLIGOR WHICH IS NOT A
FOREIGN SUBSIDIARY; (G) LOANS TO AND INVESTMENTS IN FOREIGN SUBSIDIARIES NOT TO
EXCEED, IN THE AGGREGATE AT ANY ONE TIME, $200,000,000; (H) LOANS TO AND
INVESTMENTS IN JOINT VENTURES IN WHICH THE U.S. BORROWER OR ANY OF ITS
SUBSIDIARIES IS A PARTICIPANT NOT TO EXCEED, IN THE AGGREGATE AT ANY ONE TIME,
$100,000,000 (PROVIDED THAT ANY SUCH JOINT VENTURE MUST BE ENGAGED IN BUSINESS
LINES WHICH ARE SUBSTANTIALLY SIMILAR TO THE BUSINESS LINES IN WHICH
THE U.S.
BORROWER AND ITS SUBSIDIARIES, OR ANY ONE OF THEM, ARE ENGAGED AS OF THE DATE
HEREOF); AND (I) INVESTMENTS RECEIVED IN CONNECTION WITH THE BANKRUPTCY OR
REORGANIZATION OF SUPPLIERS AND CUSTOMERS AND IN SETTLEMENT OF DELINQUENT
OBLIGATIONS OF, AND OTHER DISPUTES WITH, CUSTOMERS AND SUPPLIERS ARISING IN THE
ORDINARY COURSE OF BUSINESS.
8.9
SUBSIDIARIES.
FORM, CREATE OR ACQUIRE ANY
MATERIAL SUBSIDIARY, EXCEPT THAT U.S. BORROWER (OR ANY OF ITS SUBSIDIARIES) MAY
FORM, CREATE OR ACQUIRE A WHOLLY-OWNED MATERIAL SUBSIDIARY SO