ENTER INTO, INCUR OR PERMIT TO EXIST ANY AGREEMENT OR OTHER ARRANGEMENT
THAT PROHIBITS, RESTRICTS OR IMPOSES ANY CONDITION UPON:
(I)
THE ABILITY OF THE BORROWER OR ANY SUBSIDIARY TO CREATE, INCUR OR PERMIT
TO EXIST ANY LIEN UPON ANY OF ITS PROPERTY OR ASSETS TO SECURE THE OBLIGATIONS,
OR
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(II)
THE ABILITY OF ANY SUBSIDIARY TO PAY DIVIDENDS OR OTHER DISTRIBUTIONS WITH
RESPECT TO ANY OF ITS EQUITY INTERESTS OR TO MAKE OR REPAY LOANS OR ADVANCES TO
THE BORROWER OR ANY OTHER SUBSIDIARY OR TO GUARANTEE INDEBTEDNESS OF THE
BORROWER OR ANY OTHER SUBSIDIARY; PROVIDED, THAT
(A)
the foregoing shall not apply to
(1)
restrictions and conditions imposed by law or by the Existing
Credit Agreement, any Loan Document or the Subordinated Loan Agreement,
(2)
customary restrictions and conditions contained in agreements
relating to an Asset Sale of a Subsidiary or any property pending such sale,
provided such restrictions and conditions apply only to the Subsidiary or
property that is to be sold,
(3)
restrictions or conditions imposed by any agreement relating to
secured Indebtedness permitted by this Agreement if such restrictions or
conditions apply only to the property or assets securing such Indebtedness, and
(B)
clause (i) of the foregoing shall not apply to customary
provisions in leases, subleases, licenses, sublicenses and other contracts
restricting the assignment thereof.
SECTION 6.07.
TRANSACTIONS WITH AFFILIATES.
EXCEPT FOR TRANSACTIONS
BY OR AMONG LOAN PARTIES, SELL OR TRANSFER ANY PROPERTY OR ASSETS TO, OR
PURCHASE OR ACQUIRE ANY PROPERTY OR ASSETS FROM, OR OTHERWISE ENGAGE IN ANY
OTHER TRANSACTIONS WITH, ANY OF ITS AFFILIATES, EXCEPT:
(A)
THE BORROWER OR ANY SUBSIDIARY MAY ENGAGE IN ANY OF THE FOREGOING
TRANSACTIONS AT PRICES AND ON TERMS AND CONDITIONS NOT LESS FAVORABLE TO THE
BORROWER OR SUCH SUBSIDIARY THAT COULD BE OBTAINED ON AN ARM'S-LENGTH
TRANSACTION WITH A PERSON OTHER THAN AN AFFILIATE;
(B)
RESTRICTED PAYMENTS MAY BE MADE TO THE EXTENT PROVIDED BY SECTION 6.06; AND
(C)
INVESTMENTS MAY BE MADE TO THE EXTENT PROVIDED BY SECTION 6.04.
SECTION 6.08.
CHANGE IN NATURE OF BUSINESS.
ENGAGE AT ANY TIME IN ANY
BUSINESS OR BUSINESS ACTIVITY OTHER THAN THE BUSINESS CONDUCTED BY IT ON THE
CLOSING DATE (AFTER GIVING EFFECT TO THE TRANSACTIONS) AND BUSINESS ACTIVITIES
REASONABLY INCIDENTAL, ANCILLARY OR RELATED THERETO.
SECTION 6.09.
OTHER INDEBTEDNESS AND AGREEMENTS.
(A)
PERMIT ANY
WAIVER, SUPPLEMENT, MODIFICATION, AMENDMENT, TERMINATION, RELEASE, REFINANCING
OR REFUNDING OF ANY RELATED DOCUMENT (EXCEPT FOR MODIFICATIONS TO THE TERMS OF
THE SUBORDINATED DEBT (OR ANY INDENTURE OR AGREEMENT IN CONNECTION THEREWITH))
PERMITTED UNDER SECTION 6.09(B) AND EXCEPT TO THE EXTENT SUCH WAIVER,
SUPPLEMENT, MODIFICATION, AMENDMENT, TERMINATION, RELEASE, REFINANCING
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OR REFUNDING DO NOT MATERIALLY AFFECT THE RIGHTS AND PRIVILEGES OF THE BORROWER
OR ANY SUBSIDIARY UNDER SUCH RELATED DOCUMENT AND THAT DO NOT MATERIALLY AFFECT
THE INTERESTS OF THE LENDERS UNDER THE LOAN DOCUMENTS).
(B)
CHANGE OR AMEND THE TERMS OF THE SUBORDINATED DEBT (OR ANY INDENTURE OR
AGREEMENT OR OTHER MATERIAL DOCUMENT ENTERED INTO IN CONNECTION THEREWITH) IF
THE