INVESTMENT PURSUANT TO SECTION 7.06
OR A PERMITTED ACQUISITION EFFECTED IN ACCORDANCE WITH SECTION 6.10; PROVIDED
THAT THE RESTRICTIONS APPLICABLE TO SUCH JOINT VENTURE ARE NOT MADE MORE
BURDENSOME, FROM THE PERSPECTIVE OF THE BORROWER AND ITS SUBSIDIARIES, THAN
THOSE AS IN EFFECT IMMEDIATELY BEFORE GIVING EFFECT TO THE CONSUMMATION OF THE
RESPECTIVE INVESTMENT OR PERMITTED ACQUISITION; (VIII) ON AND AFTER THE
EXECUTION AND DELIVERY THEREOF, THE PERMITTED SENIOR UNSECURED NOTES DOCUMENTS;
(IX) ON AND AFTER THE EXECUTION AND DELIVERY THEREOF, THE PERMITTED SENIOR
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SUBORDINATED NOTES DOCUMENTS; AND (X) ON AND AFTER THE EXECUTION AND DELIVERY
THEREOF, ANY AGREEMENTS OR INSTRUMENTS RELATING TO ANY ADDITIONAL PERMITTED
SUBORDINATED DEBT.
7.10
TRANSACTIONS WITH AFFILIATES.
THE BORROWER WILL NOT, AND WILL NOT PERMIT
ANY SUBSIDIARY TO, ENTER INTO ANY TRANSACTION OR SERIES OF TRANSACTIONS AFTER
THE EFFECTIVE DATE WHETHER OR NOT IN THE ORDINARY COURSE OF BUSINESS, WITH ANY
OF ITS AFFILIATES OR UNRESTRICTED SUBSIDIARIES OTHER THAN ON TERMS AND
CONDITIONS SUBSTANTIALLY AS FAVORABLE TO THE BORROWER OR SUCH SUBSIDIARY AS
WOULD BE OBTAINABLE BY THE BORROWER OR SUCH SUBSIDIARY AT THE TIME IN A
COMPARABLE ARM'S-LENGTH TRANSACTION WITH A PERSON OTHER THAN AN AFFILIATE,
PROVIDED THAT THE FOREGOING RESTRICTIONS SHALL NOT APPLY TO (I) TRANSACTIONS
SOLELY AMONG PLEDGE PARTIES AND THEIR 90%-OWNED SUBSIDIARIES, (II) EMPLOYMENT
ARRANGEMENTS ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS WITH OFFICERS OF
THE BORROWER AND ITS SUBSIDIARIES, (III) CUSTOMARY FEES PAID TO MEMBERS OF THE
BOARD OF DIRECTORS OF THE BORROWER AND OF ITS SUBSIDIARIES, (IV) ARRANGEMENTS
WITH DIRECTORS, OFFICERS AND EMPLOYEES NOT OTHERWISE PROHIBITED BY THIS
AGREEMENT, (V) PAYMENT OF CUSTOMARY LEGAL FEES AND EXPENSES TO PAUL, HASTINGS,
JANOFSKY & WALKER LLP, (VI) RESTRICTED PAYMENTS MADE BY THE BORROWER TO THE
EXTENT PERMITTED BY SECTION 7.09(A), (VII) THE TRANSACTION AND (VIII) THE
TRANSACTIONS SET FORTH ON ANNEX VIII HERETO.
7.11
INTEREST COVERAGE RATIO.
THE BORROWER WILL NOT PERMIT THE INTEREST
COVERAGE RATIO FOR ANY TEST PERIOD ENDING ON THE LAST DAY OF ANY FISCAL QUARTER
OF THE BORROWER TO BE LESS THAN 3.00:1.00 (OR, AT ANY TIME ON AND AFTER THE
ISSUANCE OF ANY PERMITTED SENIOR SUBORDINATED NOTES PURSUANT TO SECTION 7.04(J),
2.50:1.00).
7.12
LEVERAGE RATIO.
THE BORROWER WILL NOT PERMIT THE LEVERAGE RATIO
DETERMINED AS AT THE END OF ANY FISCAL QUARTER OF THE BORROWER TO EXCEED
5.25:1.00.
7.13
LIMITATION ON ISSUANCE OF EQUITY INTERESTS.
(A)
THE BORROWER WILL NOT,
AND WILL NOT PERMIT ANY OF ITS SUBSIDIARIES TO, ISSUE (I) ANY PREFERRED STOCK OR
ANY OPTIONS, WARRANTS OR RIGHTS TO PURCHASE PREFERRED STOCK (OTHER THAN
PREFERRED STOCK ISSUED IN ACCORDANCE WITH SECTION 7.13(C) OR (D) BELOW) OR (II)
ANY REDEEMABLE COMMON EQUITY INTERESTS UNLESS, IN EITHER CASE, THE ISSUANCE
THEREOF IS, AND ALL TERMS THEREOF ARE, SATISFACTORY TO THE REQUIRED LENDERS IN
THEIR SOLE DISCRETION.
(b)
The Borrower will not permit any of its Subsidiaries, directly or
indirectly, to issue any shares of such Subsidiary's capital stock, securities
or other equity interests (or warrants, rights or options to acquire shares or
other