THE BORROWER
WILL NOT, AND WILL NOT PERMIT ANY SUBSIDIARY TO, CAUSE OR PERMIT ANY OF ITS
PROPERTY TO BE IN VIOLATION OF, OR DO ANYTHING OR PERMIT ANYTHING TO BE DONE
WHICH WILL SUBJECT ANY SUCH PROPERTY TO A RELEASE OR THREATENED RELEASE OF
HAZARDOUS MATERIALS, EXPOSURE TO ANY HAZARDOUS MATERIALS, OR TO ANY REMEDIAL
WORK UNDER ANY ENVIRONMENTAL LAWS, ASSUMING DISCLOSURE TO THE APPLICABLE
GOVERNMENTAL AUTHORITY OF ALL
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RELEVANT FACTS, CONDITIONS AND CIRCUMSTANCES, IF ANY, PERTAINING TO SUCH
PROPERTY WHERE SUCH VIOLATIONS, RELEASE OR THREATENED RELEASE, EXPOSURE, OR
REMEDIAL WORK COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
SECTION 9.14
TRANSACTIONS WITH AFFILIATES.
THE
BORROWER WILL NOT, AND WILL NOT PERMIT ANY SUBSIDIARY TO, ENTER INTO ANY
TRANSACTION, INCLUDING, WITHOUT LIMITATION, ANY PURCHASE, SALE, LEASE OR
EXCHANGE OF PROPERTY OR THE RENDERING OF ANY SERVICE, WITH ANY AFFILIATE (OTHER
THAN THE GUARANTORS AND WHOLLY-OWNED SUBSIDIARIES OF THE BORROWER) UNLESS SUCH
TRANSACTIONS ARE OTHERWISE PERMITTED UNDER THIS AGREEMENT AND ARE UPON FAIR AND
REASONABLE TERMS NO LESS FAVORABLE TO IT THAN IT WOULD OBTAIN IN A COMPARABLE
ARM'S LENGTH TRANSACTION WITH A PERSON NOT AN AFFILIATE. NOTWITHSTANDING THE
FOREGOING, THIS SECTION 9.14 SHALL NOT PROHIBIT THE BORROWER OR ANY SUBSIDIARY
FROM TRANSFERRING ANY EQUITY INTERESTS IN A SUBSIDIARY TO THE BORROWER OR
ANOTHER SUBSIDIARY; PROVIDED, THAT (I) IF THE TRANSFEROR IS THE BORROWER OR A
GUARANTOR, THE TRANSFEREE MUST BE THE BORROWER OR ANOTHER GUARANTOR, AND (II) IF
THE ADMINISTRATIVE AGENT HAS A LIEN ON THE EQUITY INTERESTS BEING TRANSFERRED TO
SECURE THE INDEBTEDNESS, THE ADMINISTRATIVE AGENT MUST HAVE A LIEN ON SUCH
EQUITY INTERESTS (OF THE SAME PRIORITY) FOLLOWING THE TRANSFER.
SECTION 9.15
SUBSIDIARIES.
THE BORROWER WILL
NOT, AND WILL NOT PERMIT ANY SUBSIDIARY TO, CREATE OR ACQUIRE ANY ADDITIONAL
SUBSIDIARY UNLESS THE BORROWER GIVES WRITTEN NOTICE TO THE ADMINISTRATIVE AGENT
OF SUCH CREATION OR ACQUISITION AND COMPLIES WITH SECTION 8.14(B) AND
SECTION 8.14(C).
THE BORROWER SHALL NOT, AND SHALL NOT PERMIT ANY SUBSIDIARY
TO, SELL, ASSIGN OR OTHERWISE DISPOSE OF ANY EQUITY INTERESTS IN ANY SUBSIDIARY
EXCEPT IN COMPLIANCE WITH SECTION 9.12(D).
SECTION 9.16
NEGATIVE PLEDGE AGREEMENTS; DIVIDEND
RESTRICTIONS.
THE BORROWER WILL NOT, AND WILL NOT PERMIT ANY SUBSIDIARY TO,
CREATE, INCUR, ASSUME OR SUFFER TO EXIST ANY CONTRACT, AGREEMENT OR
UNDERSTANDING (OTHER THAN THIS AGREEMENT OR THE SECURITY INSTRUMENTS AND
AGREEMENTS EVIDENCING NON-RECOURSE DEBT, BUT THEN ONLY ON THE PROPERTY SUBJECT
TO THE LIENS SECURING SUCH DEBT OR IN THE CASE OF THE RILEY RIDGE SPV, LIENS
PERMITTED BY SECTION 9.03(D)(I) AND LIENS ON DISTRIBUTIONS FROM THE RILEY RIDGE
SPV) WHICH IN ANY WAY PROHIBITS OR RESTRICTS THE GRANTING, CONVEYING, CREATION
OR IMPOSITION OF ANY LIEN ON ANY OF ITS PROPERTY IN FAVOR OF THE ADMINISTRATIVE
AGENT AND THE LENDERS TO SECURE THE INDEBTEDNESS OR RESTRICTS ANY SUBSIDIARY
FROM PAYING DIVIDENDS OR MAKING DISTRIBUTIONS TO THE BORROWER OR ANY GUARANTOR,
OR WHICH REQUIRES THE CONSENT OF OR NOTICE TO OTHER PERSONS IN CONNECTION
THEREWITH.
SECTION 9.17
SWAP AGREEMENT.
THE BORROWER WILL
NOT,