OF BUSINESS, PROVIDED THAT SUCH EXPENSES ARE UPON TERMS AND CONDITIONS NO
MORE FAVORABLE TO SUCH AFFILIATE THAN WOULD BE AVAILABLE IN AN ARMS-LENGTH
TRANSACTION BETWEEN INDEPENDENT PARTIES.
10.9
PURCHASE OF MARGIN STOCK.
EXCEPT WITH THE PRIOR WRITTEN CONSENT OF
THE ADMINISTRATIVE AGENT, THE BORROWERS AND THE GUARANTORS SHALL NOT UTILIZE AND
SHALL NOT PERMIT OR SUFFER ANY OTHER PERSON UTILIZING, ANY PART OF THE PROCEEDS
OF THE LOANS TO PURCHASE OR CARRY ANY MARGIN STOCK (WITHIN THE MEANING OF
REGULATION U OF THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM) OR TO
EXTEND CREDIT TO OTHERS FOR THE PURPOSE OF PURCHASING OR CARRYING ANY SUCH
MARGIN STOCK.
10.10
TRANSACTIONS WITH AFFILIATES.
EXCEPT
AS PERMITTED BY SECTION 10.1, OR
WITH THE PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT, THE BORROWERS AND
THE GUARANTORS SHALL NOT ENTER, AND SHALL NOT PERMIT OR SUFFER THE PLEDGED
ENTITIES ENTERING, INTO ANY PURCHASE, SALE, LEASE OR OTHER TRANSACTION WITH AN
AFFILIATE (OTHER THAN THE BORROWERS, THE GUARANTORS OR THE PLEDGED ENTITIES),
EXCEPT IN THE ORDINARY COURSE OF BUSINESS ON TERMS THAT ARE NO LESS FAVORABLE TO
THE BORROWER, GUARANTOR OR PLEDGED ENTITY, AS THE CASE MAY BE, THAN THOSE THAT
MIGHT BE OBTAINED AT THE TIME IN A COMPARABLE ARM'S-LENGTH TRANSACTION WITH ANY
PERSON WHO IS NOT AN AFFILIATE.
10.11
AMENDMENT TO GOVERNING DOCUMENTS.
EXCEPT WITH THE PRIOR WRITTEN
CONSENT OF THE ADMINISTRATIVE AGENT, THE BORROWERS, GUARANTORS AND PLEDGED
ENTITIES SHALL NOT
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AMEND OR AGREE WITH ANY PERSON TO VARY THE TERMS OF ANY OF THEIR RESPECTIVE
GOVERNING DOCUMENTS; PROVIDED, HOWEVER, THAT ANY SUCH PERSON MAY ENTER INTO SUCH
AMENDMENTS OR AGREEMENTS IF SUCH CHANGE OR AMENDMENT DOES NOT OR WILL NOT
ADVERSELY AFFECT (A) THE LIABILITY, RISK OR RIGHTS OF ANY CREDITOR PARTY UNDER
ANY OF THE LOAN DOCUMENTS OR IN CONNECTION WITH ANY OF THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY, OR (B) THE STATUS OF SUCH PERSON AS AN ENTITY
THAT WOULD NOT BE SUBSTANTIVELY CONSOLIDATED WITH ANY OTHER OF THE BORROWERS,
THE GUARANTORS OR THE PLEDGED ENTITIES IN THE EVENT ANY OF THEM IS THE DEBTOR IN
ANY BANKRUPTCY PROCEEDING.
10.12
BUSINESS LINES.
THE BORROWERS AND THE GUARANTORS SHALL NOT ENGAGE, AND
SHALL NOT PERMIT OR SUFFER ANY PLEDGED ENTITY ENGAGING, IN ANY BUSINESS LINES,
OTHER THAN THEIR RESPECTIVE LINES OF BUSINESS AS OF THE DATE OF THIS CREDIT
AGREEMENT AND SUCH LINES OF BUSINESS REASONABLY RELATED OR ANCILLARY THERETO;
AND SUCH PERSONS MAY ALSO ENGAGE IN OTHER LINES OF BUSINESS RELATING OR
ANCILLARY TO REAL ESTATE FINANCE AND MANAGEMENT AND ASSET AND FUND MANAGEMENT
(COLLECTIVELY, "PERMITTED BUSINESSES").
10.13
COMPETING BUSINESSES.
THE BORROWERS AND THE GUARANTORS WILL NOT
CREATE, OWN OR OPERATE, AND WILL NOT PERMIT OR SUFFER ANY PLEDGED ENTITY
CREATING, OWNING OR OPERATING, ANY OPERATING BUSINESS THAT WOULD COMPETE
DIRECTLY WITH A BUSINESS WHICH CHC OR ANY OF ITS SUBSIDIARIES OPERATES OR IN
WHICH CHC OR ANY OF ITS SUBSIDIARIES HAS ANY INTEREST, UNLESS THE PERSON
PURSUING SUCH COMPETING OPERATING BUSINESS BECOMES A GUARANTOR (OR, IF