parent in the ordinary course of business consistent with past practices (and
the Lenders, the Administrative Agent and the Borrowers agree to negotiate in
good faith the terms and conditions on which Dividends may be paid by
Subsidiaries following the entry of the Final Order).
(B)
THE BORROWERS WILL NOT, AND WILL NOT PERMIT
ANY OF THEIR 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 ANY INDEBTEDNESS OWED TO A
BORROWER OR ANY SUBSIDIARY, (B) MAKE LOANS OR ADVANCES TO A BORROWER OR ANY
SUBSIDIARY, (C) TRANSFER ANY OF ITS PROPERTIES OR ASSETS TO A BORROWER OR ANY
SUBSIDIARY OR (B) THE ABILITY OF ANY SUBSIDIARY TO CREATE, INCUR, ASSUME OR
SUFFER TO EXIST ANY LIEN UPON ITS PROPERTY OR ASSETS TO SECURE THE OBLIGATIONS,
OTHER THAN (FOR PURPOSES OF CLAUSES (A) AND (B)) PROHIBITIONS OR RESTRICTIONS
EXISTING UNDER OR BY REASON OF:
(I) THIS AGREEMENT AND THE OTHER CREDIT
DOCUMENTS; (II) LAW, ORDER, REGULATION, OR RULING APPLICABLE TO A BORROWER OR
SUCH SUBSIDIARY; (III) CUSTOMARY NON-ASSIGNMENT PROVISIONS ENTERED INTO IN THE
ORDINARY COURSE OF BUSINESS AND CONSISTENT WITH PAST PRACTICES; (IV) ANY
RESTRICTION OR ENCUMBRANCE WITH RESPECT TO A SUBSIDIARY IMPOSED PURSUANT TO AN
AGREEMENT WHICH HAS BEEN ENTERED INTO FOR THE SALE OR DISPOSITION OF ALL OR
SUBSTANTIALLY ALL OF THE CAPITAL STOCK OR ASSETS OF SUCH SUBSIDIARY, SO LONG AS
SUCH SALE OR DISPOSITION IS PERMITTED UNDER THIS AGREEMENT; AND (V) LIENS
PERMITTED UNDER SECTIONS 7.03(D) AND ANY DOCUMENTS OR INSTRUMENTS GOVERNING THE
TERMS OF ANY INDEBTEDNESS OR OTHER OBLIGATIONS SECURED BY ANY SUCH LIENS;
PROVIDED THAT SUCH PROHIBITIONS OR RESTRICTIONS APPLY ONLY TO THE ASSETS SUBJECT
TO SUCH LIENS.
7.10
TRANSACTIONS WITH AFFILIATES.
THE BORROWERS WILL
NOT, AND WILL NOT PERMIT ANY SUBSIDIARY TO, ENTER INTO ANY TRANSACTION OR SERIES
OF TRANSACTIONS AFTER THE CLOSING DATE WHETHER OR NOT IN THE ORDINARY COURSE OF
BUSINESS, WITH ANY OF ITS AFFILIATES OTHER THAN ON TERMS AND CONDITIONS
SUBSTANTIALLY AS FAVORABLE TO SUCH BORROWER OR SUCH SUBSIDIARY AS WOULD BE
OBTAINABLE BY SUCH 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 CREDIT
PARTIES AND THEIR 90%-OWNED SUBSIDIARIES, (II) EMPLOYMENT ARRANGEMENTS
(INCLUDING SEVERANCE AND RELATED ARRANGEMENTS) ENTERED INTO IN THE ORDINARY
COURSE OF BUSINESS WITH OFFICERS OF THE BORROWERS AND THEIR SUBSIDIARIES,
(III) CUSTOMARY FEES PAID TO MEMBERS OF THE BOARD OF DIRECTORS OF THE BORROWERS
AND OF THEIR SUBSIDIARIES,
44
(iv) arrangements with directors, officers and employees not otherwise
prohibited by this Agreement and (v) Restricted Payments to the extent permitted
by Section 7.09(a).
7.11
LIMITATION ON ISSUANCE OF EQUITY
INTERESTS.
(A)
THE BORROWERS WILL NOT, AND WILL NOT PERMIT ANY OF THEIR
SUBSIDIARIES TO,