WILL
NOT PERMIT ANY OF ITS SUBSIDIARIES TO ENTER INTO ANY TRANSACTIONS WITH ANY OF
ITS AFFILIATES, EVEN IF OTHERWISE PERMITTED UNDER THIS AGREEMENT, EXCEPT
(A) TRANSACTIONS IN THE ORDINARY COURSE OF BUSINESS AT PRICES AND ON TERMS AND
CONDITIONS NOT LESS FAVORABLE TO THE BORROWER OR SUCH SUBSIDIARY THAN COULD BE
OBTAINED ON AN ARM'S-LENGTH BASIS FROM UNRELATED THIRD PARTIES, (B) TRANSACTIONS
BETWEEN OR AMONG THE BORROWER AND ITS SUBSIDIARIES NOT INVOLVING ANY OTHER
AFFILIATE, (C) RESTRICTED PAYMENTS PERMITTED BY SECTION 6.05, (D) THE
TRANSACTIONS PROVIDED IN THE AFFILIATE AGREEMENTS, (E) TRANSACTIONS DESCRIBED ON
SCHEDULE V OR (F) ANY INVESTMENT THAT RESULTS IN THE CREATION OF AN AFFILIATE.
SECTION 6.09.
LINES OF BUSINESS.
THE BORROWER WILL NOT, NOR WILL IT PERMIT ANY
OF ITS SUBSIDIARIES TO, ENGAGE TO ANY MATERIAL EXTENT IN ANY BUSINESS OTHER THAN
IN ACCORDANCE WITH ITS INVESTMENT POLICIES.
SECTION 6.10.
NO FURTHER NEGATIVE PLEDGE.
THE BORROWER WILL NOT, AND WILL NOT
PERMIT ANY OF ITS SUBSIDIARIES TO, ENTER INTO ANY AGREEMENT, INSTRUMENT, DEED OR
LEASE WHICH PROHIBITS OR LIMITS THE ABILITY OF ANY OBLIGOR TO CREATE, INCUR,
ASSUME OR SUFFER TO EXIST ANY LIEN UPON ANY OF ITS PROPERTIES, ASSETS OR
REVENUES, WHETHER NOW OWNED OR HEREAFTER ACQUIRED, OR WHICH REQUIRES THE GRANT
OF ANY SECURITY FOR AN OBLIGATION IF SECURITY IS GRANTED FOR ANOTHER OBLIGATION,
EXCEPT THE FOLLOWING: (A) THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS;
(B) COVENANTS IN DOCUMENTS CREATING LIENS PERMITTED BY SECTION 6.02 PROHIBITING
FURTHER LIENS ON THE ASSETS ENCUMBERED THEREBY; (C) CUSTOMARY RESTRICTIONS
CONTAINED IN LEASES NOT SUBJECT TO A WAIVER; (D) ANY AGREEMENT THAT IMPOSES SUCH
RESTRICTIONS ONLY ON EQUITY INTERESTS IN DESIGNATED SUBSIDIARIES); AND (E) ANY
OTHER AGREEMENT THAT DOES NOT RESTRICT IN ANY MANNER (DIRECTLY OR INDIRECTLY)
LIENS CREATED PURSUANT TO THE LOAN DOCUMENTS ON ANY COLLATERAL SECURING THE
"SECURED OBLIGATIONS" UNDER AND AS DEFINED IN THE GUARANTEE AND SECURITY
AGREEMENT AND DOES NOT REQUIRE THE DIRECT OR INDIRECT GRANTING OF ANY LIEN
SECURING ANY INDEBTEDNESS OR OTHER OBLIGATION BY
74
VIRTUE OF THE GRANTING OF LIENS ON OR PLEDGE OF PROPERTY OF ANY OBLIGOR SECURE
THE LOANS OR ANY HEDGING AGREEMENT.
SECTION 6.11.
MODIFICATIONS OF CERTAIN DOCUMENTS.
THE BORROWER WILL NOT
CONSENT TO ANY MODIFICATION, SUPPLEMENT OR WAIVER OF (A) ANY OF THE PROVISIONS
OF ANY AGREEMENT, INSTRUMENT OR OTHER DOCUMENT EVIDENCING OR RELATING TO ANY
PERMITTED INDEBTEDNESS THAT WOULD RESULT IN SUCH PERMITTED INDEBTEDNESS NOT
MEETING THE REQUIREMENTS OF THE DEFINITION OF "PERMITTED INDEBTEDNESS" SET FORTH
IN SECTION 1.01 OF THIS AGREEMENT OR (B) ANY OF THE AFFILIATE AGREEMENTS, UNLESS
SUCH MODIFICATION, SUPPLEMENT OR WAIVER IS NOT LESS FAVORABLE TO THE BORROWER
THAN COULD BE OBTAINED ON AN ARM'S-LENGTH BASIS FROM UNRELATED THIRD PARTIES, IN
EACH CASE, WITHOUT THE PRIOR CONSENT OF THE ADMINISTRATIVE AGENT (WITH THE
APPROVAL OF THE REQUIRED LENDERS).
SECTION 6.12.
PERMITTED INDEBTEDNESS.
THE BORROWER WILL NOT, NOR WILL IT
PERMIT ANY OTHER OBLIGOR TO, PURCHASE, REDEEM, RETIRE OR OTHERWISE ACQUIRE FOR
VALUE, OR SET APART ANY MONEY FOR A SINKING,