THE PARENT.
8.8
LINES OF BUSINESS.
(A)
EACH OF THE PARENT AND THE BORROWER WILL NOT, AND WILL NOT PERMIT
OR CAUSE ANY OF ITS SUBSIDIARIES TO, ENGAGE IN ANY LINES OF BUSINESS OTHER THAN
THE BUSINESSES ENGAGED IN BY IT ON THE CLOSING DATE AND BUSINESSES AND
ACTIVITIES REASONABLY RELATED THERETO.
(B)
NOTWITHSTANDING THE PROVISIONS OF SECTION 8.8(A) OR ANY OTHER
PROVISION OF THIS AGREEMENT, THE PARENT SHALL NOT (I) HOLD ANY ASSETS OTHER THAN
THE CAPITAL STOCK OF THE BORROWER, CASH AND CASH EQUIVALENTS AND RIGHTS UNDER
EMPLOYMENT AGREEMENTS AND WRITTEN EMPLOYMENT ARRANGEMENTS, (II) HAVE ANY
LIABILITIES OTHER THAN (A) LIABILITIES UNDER AND AS PERMITTED BY THE CREDIT
DOCUMENTS, (B) TAX LIABILITIES IN THE ORDINARY COURSE OF BUSINESS,
(C) LIABILITIES UNDER EMPLOYMENT AGREEMENTS AND WRITTEN EMPLOYMENT ARRANGEMENTS
AND (D) CORPORATE,
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ADMINISTRATIVE AND OPERATING EXPENSES IN THE ORDINARY COURSE OF BUSINESS, OR
(III) ENGAGE IN ANY BUSINESS OTHER THAN (A) OWNING THE CAPITAL STOCK OF THE
BORROWER AND ACTIVITIES INCIDENTAL TO SUCH OWNERSHIP AND TO ITS PUBLIC COMPANY
STATUS, AND (B) ACTING AS A GUARANTOR OF THE OBLIGATIONS HEREUNDER AND GRANTING
TO THE ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE LENDERS, A SECURITY INTEREST
IN AND LIEN UPON ITS ASSETS PURSUANT TO THE SECURITY DOCUMENTS TO WHICH IT IS A
PARTY.
8.9
SALE-LEASEBACK TRANSACTIONS.
EACH OF THE PARENT AND THE BORROWER
WILL NOT, AND WILL NOT PERMIT OR CAUSE ANY OF ITS SUBSIDIARIES TO, DIRECTLY OR
INDIRECTLY, BECOME OR REMAIN LIABLE AS LESSEE OR AS GUARANTOR OR OTHER SURETY
WITH RESPECT TO ANY LEASE, WHETHER AN OPERATING LEASE OR A CAPITAL LEASE, OF ANY
PROPERTY (WHETHER REAL, PERSONAL OR MIXED, AND WHETHER NOW OWNED OR HEREAFTER
ACQUIRED) (I) THAT ANY CREDIT PARTY HAS SOLD OR TRANSFERRED (OR IS TO SELL OR
TRANSFER) TO A PERSON THAT IS NOT A CREDIT PARTY OR (II) THAT ANY CREDIT PARTY
INTENDS TO USE FOR SUBSTANTIALLY THE SAME PURPOSE AS ANY OTHER PROPERTY THAT, IN
CONNECTION WITH SUCH LEASE, HAS BEEN SOLD OR TRANSFERRED (OR IS TO BE SOLD OR
TRANSFERRED) BY A CREDIT PARTY TO ANOTHER PERSON THAT IS NOT A CREDIT PARTY, IN
EACH CASE EXCEPT FOR TRANSACTIONS OTHERWISE EXPRESSLY PERMITTED UNDER THIS
AGREEMENT AND EXCEPT FOR ANY SUCH SALE OR TRANSFER (MADE IN CONNECTION WITH THE
CORRESPONDING LEASEBACK OF THE RELEVANT ASSET) BY THE BORROWER OR ANY SUBSIDIARY
OF ANY FIXED OR CAPITAL ASSETS ACQUIRED (OR THE CONSTRUCTION OF WHICH IS
COMPLETED) AFTER THE CLOSING DATE THAT IS MADE FOR CASH CONSIDERATION IN AN
AMOUNT NOT LESS THAN THE COST OF SUCH FIXED OR CAPITAL ASSET AND IS CONSUMMATED
WITHIN 180 DAYS AFTER THE BORROWER OR SUCH SUBSIDIARY ACQUIRES OR COMPLETES THE
CONSTRUCTION OF SUCH FIXED OR CAPITAL ASSET.
8.10
Certain Amendments.
Each of the Parent and the Borrower will not,
and will not permit or cause any of its Subsidiaries to, (i) amend, modify or
waive, or permit the amendment, modification or waiver of, any provision of any
of the Senior Subordinated Notes, the Senior Subordinated Note