7.07
CHANGE IN NATURE OF BUSINESS.
ENGAGE IN ANY LINE
OF BUSINESS MATERIALLY DIFFERENT FROM THOSE LINES OF BUSINESS CONDUCTED BY THE
LOAN PARTIES AND THEIR SUBSIDIARIES ON THE CLOSING DATE.
SECTION 7.08
TRANSACTIONS WITH AFFILIATES AND INSIDERS.
ENTER
INTO OR PERMIT TO EXIST ANY TRANSACTION OR SERIES OF TRANSACTIONS WITH ANY
OFFICER, DIRECTOR OR AFFILIATE OF SUCH PERSON OTHER THAN (A) TRANSACTIONS
BETWEEN THE LOAN PARTIES, (B) INTERCOMPANY TRANSACTIONS EXPRESSLY PERMITTED BY
SECTION 7.02, SECTION 7.03, SECTION 7.04, SECTION 7.05 OR SECTION 7.06,
(C) PERMITTED EQUITY REPURCHASES, (D)
COMPENSATION AND REIMBURSEMENT OF
EXPENSES OF OFFICERS AND DIRECTORS (I) IN THE ORDINARY COURSE OF BUSINESS, OR
(II) THAT IS APPROVED BY THE BOARD OF DIRECTORS OF HOLDINGS OR THE APPLICABLE
LOAN PARTY, (E) SERVICES RENDERED BY A LOAN PARTY TO ANY FOREIGN SUBSIDIARY OR
TO ANY DOMESTIC SUBSIDIARY WHICH IS NOT A LOAN PARTY, TO THE EXTENT THE VALUE OF
SUCH SERVICES RENDERED BY ALL LOAN PARTIES DOES NOT EXCEED $1,000,000 IN THE
AGGREGATE DURING ANY FISCAL YEAR, AND THE VALUE OF SUCH SERVICES FOR THE
PURPOSES OF DETERMINING COMPLIANCE WITH THIS SECTION SHALL BE DETERMINED BASED
ON THE ARMS-LENGTH FEES CHARGED BY THE DOMESTIC
100
SUBSIDIARIES TO UNRELATED THIRD PARTIES IN THE ORDINARY COURSE OF BUSINESS AND
CONSISTENT WITH PAST PRACTICES, CERTIFIED ANNUALLY, (F) EQUITY INTERESTS GRANTED
BY HOLDINGS TO EMPLOYEES IN MANAGEMENT OF FOREIGN SUBSIDIARIES IN ACCORDANCE
WITH PLANS APPROVED BY THE BOARD OF DIRECTORS OF HOLDINGS AND (G) EXCEPT AS
OTHERWISE SPECIFICALLY LIMITED IN THIS AGREEMENT, OTHER TRANSACTIONS WHICH ARE
ENTERED INTO IN THE ORDINARY COURSE OF SUCH PERSON'S BUSINESS ON TERMS AND
CONDITIONS SUBSTANTIALLY AS FAVORABLE TO SUCH PERSON AS WOULD BE OBTAINABLE BY
IT IN A COMPARABLE ARMS LENGTH TRANSACTION WITH A PERSON OTHER THAN AN OFFICER,
DIRECTOR OR AFFILIATE.
SECTION 7.09
BURDENSOME AGREEMENTS.
OTHER THAN CONTRACTUAL
OBLIGATIONS RELATING TO ASSETS DESCRIBED IN ITEM "(I)" OR "(II)" OF THE
DEFINITION OF "EXCLUDED ASSETS" AND EXISTING ON THE DATE HEREOF, ENTER INTO OR
PERMIT TO EXIST ANY CONTRACTUAL OBLIGATION THAT ENCUMBERS OR RESTRICTS THE
ABILITY OF ANY LOAN PARTY OR ANY SUBSIDIARY TO (A) PAY DIVIDENDS OR MAKE ANY
OTHER DISTRIBUTIONS TO ANY LOAN PARTY ON ITS EQUITY INTEREST OR WITH RESPECT TO
ANY OTHER INTEREST OR PARTICIPATION IN, OR MEASURED BY, ITS PROFITS, (B) PAY ANY
INDEBTEDNESS OR OTHER OBLIGATION OWED TO ANY LOAN PARTY, (C) MAKE LOANS OR
ADVANCES TO ANY LOAN PARTY, (D) SELL, LEASE OR TRANSFER ANY OF ITS PROPERTY TO
ANY LOAN PARTY, (E) GRANT ANY LIEN ON ANY OF ITS PROPERTY, OTHER THAN PROPERTY
IN AN AGGREGATE AMOUNT NOT TO EXCEED $5,000,000 IN THE AGGREGATE AT ANY ONE
TIME, TO SECURE THE OBLIGATIONS PURSUANT TO THE LOAN DOCUMENTS OR ANY RENEWALS,
REFINANCINGS, EXCHANGES, REFUNDINGS OR EXTENSION THEREOF OR (F) ACT AS A LOAN
PARTY PURSUANT TO THE LOAN DOCUMENTS OR ANY RENEWALS, REFINANCINGS, EXCHANGES,
REFUNDINGS OR EXTENSION THEREOF, EXCEPT (IN RESPECT OF ANY OF THE MATTERS
REFERRED TO IN CLAUSES (A)-(E) ABOVE) FOR (I) THIS AGREEMENT AND THE OTHER