LOAN
DOCUMENTS, (II) ANY DOCUMENT OR INSTRUMENT GOVERNING INDEBTEDNESS INCURRED
PURSUANT TO SECTION 7.03(C), PROVIDED THAT ANY SUCH RESTRICTION CONTAINED
THEREIN RELATES ONLY TO THE ASSET OR ASSETS CONSTRUCTED OR ACQUIRED IN
CONNECTION THEREWITH, (III) ANY PERMITTED LIEN OR ANY DOCUMENT OR INSTRUMENT
GOVERNING ANY PERMITTED LIEN, PROVIDED THAT ANY SUCH RESTRICTION CONTAINED
THEREIN RELATES ONLY TO THE ASSET OR ASSETS SUBJECT TO SUCH PERMITTED LIEN AND
(IV) CUSTOMARY RESTRICTIONS AND CONDITIONS CONTAINED IN ANY AGREEMENT RELATING
TO THE SALE OF ANY PROPERTY PERMITTED UNDER SECTION 7.05 PENDING THE
CONSUMMATION OF SUCH SALE.
SECTION 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.
SECTION 7.11
AMENDMENTS OF MATERIAL CONTRACTS.
AMEND OR MODIFY,
OR WAIVE ANY RIGHTS UNDER, ANY MATERIAL CONTRACT (I) IF SUCH AMENDMENT,
MODIFICATION OR WAIVER WOULD BE ADVERSE TO THE INTERESTS OF THE LENDERS AND
(II) IF SUCH AMENDMENT, MODIFICATION OR WAIVER COULD REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT.
SECTION 7.12
ORGANIZATION DOCUMENTS; FISCAL YEAR; LEGAL NAME,
STATE OF FORMATION AND FORM OF ENTITY; ACCOUNTING.
(A)
AMEND, MODIFY OR CHANGE ITS ORGANIZATION DOCUMENTS IN A MANNER
ADVERSE TO THE INTERESTS OF THE LENDERS.
101
(B)
CHANGE ITS FISCAL YEAR;.
(C)
CHANGE ITS NAME WITHOUT PROVIDING THIRTY (30) DAYS PRIOR WRITTEN
NOTICE TO THE ADMINISTRATIVE AGENT OR ITS STATE OF FORMATION OR FORM OF
ORGANIZATION (EXCEPT AS PERMITTED BY SECTION 7.04 AND SO LONG AS THE BORROWER
REPRESENTATIVE PROVIDES THE ADMINISTRATIVE AGENT AT LEAST THIRTY (30) DAYS PRIOR
WRITTEN NOTICE OF ANY SUCH TRANSACTION).
(D)
MAKE OR PERMIT ANY MATERIAL CHANGE IN ACCOUNTING POLICIES OR
REPORTING PRACTICES, EXCEPT AS REQUIRED OR PERMITTED BY GAAP WHICH THE
ADMINISTRATIVE AGENT, AFTER NOTICE OF ANY SUCH PROPOSED CHANGE, DOES NOT OBJECT
TO WITHIN TWENTY (20) BUSINESS DAYS OF SUCH NOTICE.
SECTION 7.13
OWNERSHIP OF SUBSIDIARIES.
NOTWITHSTANDING ANY
OTHER PROVISIONS OF THIS AGREEMENT TO THE CONTRARY, (I) PERMIT ANY PERSON (OTHER
THAN ANY BORROWER OR ANY WHOLLY OWNED SUBSIDIARY) TO OWN ANY EQUITY INTEREST OF
ANY DOMESTIC SUBSIDIARY, (II) PERMIT ANY SUBSIDIARY TO ISSUE OR HAVE OUTSTANDING
ANY SHARES OF PREFERRED EQUITY INTEREST, (III) CREATE, INCUR, ASSUME OR SUFFER
TO EXIST ANY LIEN ON ANY EQUITY INTEREST OF ANY SUBSIDIARY, EXCEPT FOR PERMITTED
LIENS, OR (IV) CREATE ANY FOREIGN SUBSIDIARIES WITHOUT OBTAINING THE PRIOR
WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT, SUCH CONSENT NOT TO BE UNREASONABLY
WITHHELD OR DELAYED.
SECTION 7.14
SALE AND LEASEBACK TRANSACTIONS.
ENTER INTO ANY
SALE AND LEASEBACK TRANSACTION.
SECTION 7.15
DEPOSIT ACCOUNT CONTROL AGREEMENTS; BANK ACCOUNTS.
OPEN, MAINTAIN OR OTHERWISE HAVE ANY ACCOUNT, OTHER THAN (A) DEPOSIT ACCOUNTS
THAT ARE SUBJECT TO A DEPOSIT ACCOUNT CONTROL AGREEMENT, AND (B) EXCLUDED
ACCOUNTS; PROVIDED HOWEVER THAT IN NO EVENT SHALL (I) THE AGGREGATE AMOUNTS ON
DEPOSIT