ITS JURISDICTION
OF ORGANIZATION (IN EACH CASE, INCLUDING BY MERGING WITH OR INTO ANY OTHER
ENTITY, REORGANIZING, DISSOLVING, LIQUIDATING, REORGANIZING OR ORGANIZING IN ANY
OTHER JURISDICTION), UNTIL (A) IT SHALL HAVE GIVEN THE COLLATERAL AGENT NOT LESS
THAN 10 BUSINESS DAYS' PRIOR WRITTEN NOTICE, OR SUCH LESSER NOTICE PERIOD
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AGREED TO BY THE COLLATERAL AGENT, OF ITS INTENTION SO TO DO, CLEARLY DESCRIBING
SUCH CHANGE AND PROVIDING SUCH OTHER INFORMATION IN CONNECTION THEREWITH AS THE
COLLATERAL AGENT MAY REASONABLY REQUEST AND (B) IT SHALL HAVE TAKEN ALL ACTION
REASONABLY SATISFACTORY TO THE COLLATERAL AGENT TO MAINTAIN THE PERFECTION AND
PRIORITY OF THE COLLATERAL AGENT'S LIEN IN THE COLLATERAL, IF APPLICABLE.
SECTION 10.8.
SALE OF ASSETS, ETC.
NO COMPANY WILL PERMIT ANY MEMBER OF
THE COMPANY CONSOLIDATED GROUP TO SELL, TRANSFER, LEASE OR OTHERWISE DISPOSE OF,
OR ENTER INTO ANY AGREEMENT TO SELL, LEASE, TRANSFER, ASSIGN OR OTHERWISE
DISPOSE OF, ALL OR ANY PART OF ITS ASSETS, INCLUDING, WITHOUT LIMITATION, THE
COLLATERAL (OTHER THAN PERMITTED TRANSFERS OF ASSETS).
SECTION 10.9.
LINES OF BUSINESS.
NO COMPANY WILL PERMIT ANY MEMBER OF
THE COMPANY CONSOLIDATED GROUP TO ENGAGE IN ANY BUSINESS OTHER THAN THE
PERMITTED LINES OF BUSINESS.
SECTION 10.10.
TERRORISM SANCTIONS REGULATIONS.
NO COMPANY WILL PERMIT ANY
MEMBER OF THE COMPANY CONSOLIDATED GROUP OR ANY OTHER SUBSIDIARY OF ANY COMPANY
TO (A) CONDUCT ANY BUSINESS OR ENGAGE IN ANY TRANSACTION OR DEALING WITH ANY
BLOCKED PERSON, INCLUDING THE MAKING OR RECEIVING ANY CONTRIBUTION OF FUNDS,
GOODS OR SERVICES TO OR FOR THE BENEFIT OF ANY BLOCKED PERSON; (B) DEAL IN, OR
OTHERWISE ENGAGE IN ANY TRANSACTION RELATING TO, ANY PROPERTY OR INTERESTS IN
PROPERTY BLOCKED PURSUANT TO EXECUTIVE ORDER NO. 13224; OR (C) ENGAGE IN ON
CONSPIRE TO ENGAGE IN ANY TRANSACTION THAT EVADES OR AVOIDS, OR HAS THE PURPOSE
OF EVADING OR AVOIDING, OR ATTEMPTS TO VIOLATE, ANY OF THE PROHIBITIONS SET
FORTH IN EXECUTIVE ORDER NO. 13224 OR THE USA PATRIOT ACT.
EACH COMPANY SHALL
DELIVER TO EACH HOLDER OF NOTES ANY CERTIFICATION OR OTHER EVIDENCE REQUESTED
FROM TIME TO TIME BY SUCH HOLDER, IN ITS DISCRETION, CONFIRMING COMPLIANCE WITH
THIS SECTION 10.10.
SECTION 10.11.
AFFILIATE TRANSACTIONS.
EXCEPT FOR AGREEMENTS REFLECTED IN
THE MOST RECENT FINANCIAL STATEMENTS, AGREEMENTS CURRENTLY IN EFFECT AND LISTED
ON SCHEDULE 10.11 ATTACHED HERETO, AGREEMENTS WHICH PROVIDE ONLY FOR EITHER
PERMITTED INVESTMENTS OR PERMITTED INDEBTEDNESS, AND AGREEMENTS BETWEEN OR AMONG
MEMBERS OF THE COMPANY CONSOLIDATED GROUP, NO COMPANY WILL ENTER INTO ANY
AGREEMENT, TRANSACTION OR SERIES OF TRANSACTIONS WHERE ANY AFFILIATE OF ANY
COMPANY IS A PARTY THERETO, (A) EXCEPT IN THE ORDINARY COURSE OF BUSINESS OR
(B) UNLESS THE GOVERNING BODY OF THE APPLICABLE MEMBER OF THE COMPANY
CONSOLIDATED GROUP HAS APPROVED SUCH AGREEMENT OR TRANSACTION.
SECTION 10.12.
CAPITAL EXPENDITURES.
NO COMPANY WILL PERMIT THE COMPANY
CONSOLIDATED GROUP TO MAKE CAPITAL EXPENDITURES IN AN AGGREGATE AMOUNT IN EXCESS
OF $10,000,000 IN ANY CONSECUTIVE TWELVE-MONTH PERIOD.
SECTION 10.13.
EXISTING INDEBTEDNESS AND CREDIT AGREEMENT OBLIGATIONS.
NO
COMPANY WILL PERMIT ANY MEMBER OF THE COMPANY CONSOLIDATED