OF THE LENDERS IN THE EQUITY INTEREST, AS
REQUIRED PURSUANT TO THIS SECTION, AS TO ANY REQUIRED REGULATORY APPROVALS FOR
SUCH ACQUISITION AND AS TO SUCH OTHER MATTERS AS THE ADMINISTRATIVE AGENT MAY
REASONABLY REQUEST.
7.08
CHANGE IN NATURE OF BUSINESS.
ENGAGE IN ANY MATERIAL LINE OF
BUSINESS SUBSTANTIALLY DIFFERENT FROM THE BUSINESS.
7.09
TRANSACTIONS WITH AFFILIATES.
ENTER INTO ANY TRANSACTION OF ANY
KIND WITH ANY AFFILIATE OF THE PARENT OR THE BORROWER, WHETHER OR NOT IN THE
ORDINARY COURSE OF BUSINESS, OTHER THAN ON FAIR AND REASONABLE TERMS
SUBSTANTIALLY AS FAVORABLE TO THE PARENT, THE BORROWER OR SUCH RESTRICTED
SUBSIDIARY AS WOULD BE OBTAINABLE BY THE PARENT, THE BORROWER OR SUCH RESTRICTED
SUBSIDIARY 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 (A) TRANSACTIONS BETWEEN OR AMONG THE BORROWER AND ANY OF THE RESTRICTED
SUBSIDIARIES THAT ARE GUARANTORS, OR (B) BETWEEN AND AMONG RESTRICTED
SUBSIDIARIES THAT ARE GUARANTORS, (C) INVESTMENTS PERMITTED BY SECTION 7.17, AND
(C) RESTRICTED PAYMENTS PERMITTED BY SECTION 7.06.
FOR THE AVOIDANCE OF DOUBT,
THIS SECTION 7.09 SHALL NOT APPLY TO EMPLOYMENT ARRANGEMENTS WITH, AND PAYMENTS
OF COMPENSATION OR BENEFITS TO OR FOR THE BENEFIT OF, MANAGEMENT.
7.10
NEGATIVE PLEDGE CLAUSES.
ENTER INTO ANY NEW CONTRACTUAL AGREEMENT,
ARRANGEMENT OR LICENSE CONTAINING A NEGATIVE PLEDGE CLAUSE OR OTHERWISE
RESTRICTING OR PROHIBITING THE PARENT, THE BORROWER AND/OR THEIR RESTRICTED
SUBSIDIARIES FROM CREATING OR GRANTING LIENS ON THEIR PROPERTY AND/OR ASSETS
(OTHER THAN ON OR IN ANY SUCH CONTRACTUAL AGREEMENT, ARRANGEMENT OR LICENSE),
EXCEPT (A) IN CONNECTION WITH INDEBTEDNESS PERMITTED TO BE ISSUED AND SECURED
UNDER SECTION 7.01(I) AND 7.01(J), AND (B) TO THE EXTENT THE OBLIGATIONS ARE
EXPRESSLY PERMITTED TO BE FULLY SECURED NOTWITHSTANDING SUCH RESTRICTION OR
PROHIBITION (EITHER SENIOR TO OR RATABLY WITH SUCH OTHER INDEBTEDNESS RELATED TO
SUCH RESTRICTION OR PROHIBITION, IF SUCH RESTRICTION OR PROHIBITION IS RELATED
TO THE ISSUANCE OF INDEBTEDNESS).
7.11
USE OF PROCEEDS.
USE THE PROCEEDS OF ANY CREDIT EXTENSION, WHETHER
DIRECTLY OR INDIRECTLY 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.
7.12
AMENDMENT OF MATERIAL DOCUMENTS AND AGREEMENTS.
AMEND, MODIFY OR
SUPPLEMENT (A) ORGANIZATION DOCUMENTS OF THE PARENT, THE BORROWER OR ANY
MATERIAL SUBSIDIARY,
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UNLESS REQUIRED BY LAW, IN ANY MANNER THAT IS MATERIALLY ADVERSE TO THE
INTERESTS OF THE LENDERS (AS MAY BE REASONABLY DETERMINED BY THE AGENTS) OR (B)
THE INDENTURE AND THE OTHER SUBORDINATED NOTES DOCUMENTS, IN ANY MANNER THAT IS
MATERIALLY ADVERSE TO THE INTERESTS OF THE LENDERS (AS MAY BE REASONABLY
DETERMINED BY THE AGENTS).
THE PARENT AND THE BORROWER SHALL PROMPTLY PROVIDE
COPIES OF ANY SUCH AMENDMENTS, MODIFICATIONS OR SUPPLEMENTS TO THE
ADMINISTRATIVE AGENT.
7.13
FINANCIAL COVENANTS.
(A)
CONSOLIDATED INTEREST COVERAGE RATIO.
PERMIT THE CONSOLIDATED
INTEREST COVERAGE RATIO AS OF THE LAST DAY OF ANY FISCAL