TAKEN AS A WHOLE IN ANY CLASS OF THE CAPITAL
STOCK OF SUCH SUBSIDIARY, (III) FOR ISSUANCES TO THE BORROWER OR ANY OF ITS
SUBSIDIARIES IN CONNECTION WITH THE CREATION OF NEW SUBSIDIARIES NOT IN
VIOLATION OF THIS AGREEMENT (SO LONG AS HOLDINGS AND ITS SUBSIDIARIES COMPLY
WITH SECTION 7.10 IN CONNECTION THEREWITH), (IV) TO QUALIFY DIRECTORS TO THE
EXTENT REQUIRED BY APPLICABLE LAW, (V) IN THE CASE OF FOREIGN SUBSIDIARIES, FOR
NOMINAL AMOUNTS OF SHARES HELD BY A THIRD PERSON TO THE EXTENT REQUIRED BY
APPLICABLE LAW AND OTHER DE MINIMIS ISSUANCES OF EQUITY BY FOREIGN SUBSIDIARIES
IF DEEMED NECESSARY OR DESIRABLE BY THE BORROWER AND (VI) FOR ISSUANCES BY ANY
FOREIGN SUBSIDIARY OF ITS EQUITY INTERESTS TO OTHER FOREIGN SUBSIDIARIES.
8.13
CHANGE OF LEGAL NAMES; TYPE OF ORGANIZATION (AND WHETHER A REGISTERED
ORGANIZATION); JURISDICTION OF ORGANIZATION; ETC.
NO CREDIT PARTY SHALL CHANGE
ITS LEGAL NAME, ITS TYPE OF ORGANIZATION, ITS JURISDICTION OF ORGANIZATION, OR
ITS ORGANIZATIONAL IDENTIFICATION NUMBER (IF ANY), EXCEPT THAT ANY SUCH CHANGES
SHALL BE PERMITTED (SO LONG AS SAME DO NOT INVOLVE ANY CREDIT PARTY CHANGING ITS
JURISDICTION OF ORGANIZATION FROM THE UNITED STATES OR A STATE THEREOF TO A
JURISDICTION OF ORGANIZATION OUTSIDE THE UNITED STATES OR A STATE THEREOF) IF
(I) THE BORROWER SHALL GIVE TO THE ADMINISTRATIVE AGENT NOTICE PROMPTLY, AND IN
ANY EVENT WITHIN 30 DAYS, AFTER SUCH CHANGE, WRITTEN NOTICE THEREOF (WHICH
WRITTEN NOTICE SHALL SET FORTH IN REASONABLE DETAIL THE CHANGES SO MADE), AND
(II) IN CONNECTION WITH THE RESPECTIVE SUCH CHANGE OR CHANGES, IT SHALL TAKE ALL
ACTION REASONABLY REQUESTED BY THE COLLATERAL AGENT TO MAINTAIN THE SECURITY
INTERESTS OF THE COLLATERAL AGENT IN THE COLLATERAL INTENDED TO BE GRANTED
HEREBY PURSUANT TO THE SECURITY DOCUMENTS AT ALL TIMES FULLY PERFECTED AND IN
FULL FORCE AND EFFECT.
8.14
NO DESIGNATION OF OTHER INDEBTEDNESS AS "DESIGNATED SENIOR
INDEBTEDNESS".
THE BORROWER WILL NOT, AND WILL NOT PERMIT ANY OF ITS
SUBSIDIARIES TO, DESIGNATE ANY INDEBTEDNESS (OTHER THAN THE OBLIGATIONS) OF THE
BORROWER OR ANY SUCH SUBSIDIARY AS "DESIGNATED SENIOR INDEBTEDNESS" FOR THE
PURPOSES OF ANY SUBORDINATED NOTE DOCUMENTS.
8.15
LIMITATIONS ON RESTRICTIONS AFFECTING SUBSIDIARIES.
HOLDINGS WILL NOT,
AND WILL NOT PERMIT ANY OF ITS SUBSIDIARIES TO, CREATE OR OTHERWISE CAUSE OR
SUFFER TO EXIST (OTHER THAN AS A RESULT OF A REQUIREMENT OF LAW) ANY ENCUMBRANCE
OR RESTRICTION WHICH PROHIBITS OR OTHERWISE RESTRICTS (A) THE ABILITY OF ANY
SUBSIDIARY TO (A) PAY DIVIDENDS OR MAKE OTHER DISTRIBUTIONS OR PAY
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ANY INDEBTEDNESS OWED TO HOLDINGS OR ANY SUBSIDIARY, (B) MAKE LOANS OR ADVANCES
TO HOLDINGS OR ANY SUBSIDIARY, (C) TRANSFER ANY OF ITS PROPERTIES OR ASSETS TO
HOLDINGS OR ANY SUBSIDIARY OR (B) THE ABILITY OF HOLDINGS OR ANY OTHER
SUBSIDIARY OF HOLDINGS TO CREATE, INCUR, ASSUME OR SUFFER TO EXIST ANY LIEN UPON
ITS PROPERTY OR ASSETS TO SECURE THE OBLIGATIONS, OTHER THAN PROHIBITIONS OR
RESTRICTIONS EXISTING UNDER OR BY REASON OF:
(I) THIS AGREEMENT, THE OTHER
CREDIT DOCUMENTS, THE SENIOR SUBORDINATED NOTE DOCUMENTS AND ANY DEFINITIVE
AGREEMENT