EFFECT OF WHICH WOULD BE
(A) TO INCREASE THE PRINCIPAL AMOUNT DUE THEREUNDER OR PROVIDE FOR ANY MANDATORY
PREPAYMENTS NOT ALREADY PROVIDED FOR BY THE TERMS THEREOF, (B) TO SHORTEN OR
ACCELERATE THE TIME OF PAYMENT OF ANY AMOUNT DUE THEREUNDER, (C) TO INCREASE THE
APPLICABLE INTEREST RATE OR AMOUNT OF ANY FEES OR COSTS DUE THEREUNDER, (D) TO
AMEND ANY OF THE SUBORDINATION PROVISIONS THEREUNDER (INCLUDING ANY OF THE
DEFINITIONS RELATING THERETO), (E) TO MAKE ANY COVENANT OR EVENT OF DEFAULT
THEREIN MORE RESTRICTIVE OR ADD ANY NEW COVENANT OR EVENT OF DEFAULT, (F) TO
GRANT ANY SECURITY OR COLLATERAL TO SECURE PAYMENT THEREOF, OR (G) TO EFFECT ANY
CHANGE IN THE RIGHTS OR OBLIGATIONS OF THE CREDIT PARTIES THEREUNDER OR OF THE
HOLDERS THEREOF THAT, IN THE REASONABLE DETERMINATION OF THE ADMINISTRATIVE
AGENT, WOULD BE ADVERSE IN ANY MATERIAL RESPECT TO THE RIGHTS OR INTERESTS OF
THE LENDERS, (II) BREACH OR OTHERWISE VIOLATE ANY OF THE SUBORDINATION
PROVISIONS APPLICABLE TO ANY
102
SUBORDINATED INDEBTEDNESS, INCLUDING, WITHOUT LIMITATION, RESTRICTIONS AGAINST
PAYMENT OF PRINCIPAL AND INTEREST THEREON, OR (III) AMEND, MODIFY OR CHANGE ANY
PROVISION OF ITS ARTICLES OR CERTIFICATE OF INCORPORATION OR FORMATION, BYLAWS,
OPERATING AGREEMENT OR OTHER APPLICABLE FORMATION OR ORGANIZATIONAL DOCUMENTS,
AS APPLICABLE, OR THE TERMS OF ANY CLASS OR SERIES OF ITS CAPITAL STOCK, OTHER
THAN IN A MANNER THAT COULD NOT REASONABLY BE EXPECTED TO ADVERSELY AFFECT THE
LENDERS IN ANY MATERIAL RESPECT (PROVIDED THAT THE COMPANY SHALL GIVE THE
ADMINISTRATIVE AGENT AND THE LENDERS NOTICE OF ANY SUCH AMENDMENT, MODIFICATION
OR CHANGE, TOGETHER WITH CERTIFIED COPIES THEREOF).
8.11
LIMITATION ON CERTAIN RESTRICTIONS.
EACH OF THE
PARENT AND THE BORROWERS WILL NOT, AND WILL NOT PERMIT OR CAUSE ANY OF ITS
SUBSIDIARIES TO, DIRECTLY OR INDIRECTLY, CREATE OR OTHERWISE CAUSE OR SUFFER TO
EXIST OR BECOME EFFECTIVE ANY RESTRICTION OR ENCUMBRANCE ON (A) THE ABILITY OF
THE PARENT, THE COMPANY AND ITS SUBSIDIARIES TO PERFORM AND COMPLY WITH THEIR
RESPECTIVE OBLIGATIONS UNDER THE CREDIT DOCUMENTS OR (B) THE ABILITY OF ANY
SUBSIDIARY OF THE COMPANY TO MAKE ANY DIVIDEND PAYMENT OR OTHER DISTRIBUTION IN
RESPECT OF ITS CAPITAL STOCK, TO REPAY INDEBTEDNESS OWED TO THE COMPANY OR ANY
OTHER SUBSIDIARY, TO MAKE LOANS OR ADVANCES TO THE COMPANY OR ANY OTHER
SUBSIDIARY, OR TO TRANSFER ANY OF ITS ASSETS OR PROPERTIES TO THE COMPANY OR ANY
OTHER SUBSIDIARY, EXCEPT (IN THE CASE OF CLAUSE (B) ABOVE ONLY) FOR SUCH
RESTRICTIONS OR ENCUMBRANCES EXISTING UNDER OR BY REASON OF (I) THIS AGREEMENT
AND THE OTHER CREDIT DOCUMENTS, (II) APPLICABLE REQUIREMENTS OF LAW,
(III) CUSTOMARY NON-ASSIGNMENT PROVISIONS IN LEASES AND LICENSES OF REAL OR
PERSONAL PROPERTY OR OTHER AGREEMENTS ENTERED INTO BY THE COMPANY OR ANY
SUBSIDIARY IN THE ORDINARY COURSE OF BUSINESS, RESTRICTING THE ASSIGNMENT OR
TRANSFER THEREOF OR OF PROPERTY THAT IS THE SUBJECT THEREOF, (IV) CUSTOMARY
RESTRICTIONS AND CONDITIONS CONTAINED IN ANY AGREEMENT RELATING TO THE SALE OF
ASSETS (INCLUDING CAPITAL STOCK OF A SUBSIDIARY) PENDING SUCH SALE, PROVIDED
THAT SUCH RESTRICTIONS AND