OTHER AMOUNTS PAYABLE TO OFFICERS AND EMPLOYEES IN
CONNECTION WITH THEIR EMPLOYMENT IN THE ORDINARY COURSE OF BUSINESS AND TO BOARD
OF DIRECTOR OBSERVERS), (II) FRANCHISE FEES OR SIMILAR TAXES AND FEES REQUIRED
TO MAINTAIN ITS CORPORATE EXISTENCE, AND (III) ITS PROPORTIONATE SHARE OF THE
TAX LIABILITY OF THE AFFILIATED GROUP OF CORPORATIONS THAT FILE CONSOLIDATED
FEDERAL INCOME TAX RETURNS (OR THAT FILE STATE AND LOCAL INCOME TAX RETURNS ON A
CONSOLIDATED BASIS);
(D)
HOLDINGS MAY ISSUE AND SELL ITS COMMON EQUITY INTERESTS, SO LONG
AS THE NET CASH PROCEEDS THEREOF ARE APPLIED TO THE REPAYMENT OF LOANS PURSUANT
TO SECTION 2.05(B)(III), OTHER THAN THE CASE OF THE ISSUANCE AND SALE OF
EXCLUDED ISSUANCES WHICH HOLDINGS MAY ISSUE AND SELL WITHOUT APPLYING THE
PROCEEDS THEREOF (IE., EXERCISE PRICE OF OPTIONS AND WARRANTS) TO REPAYMENT OF
THE LOANS; AND
(E)
THE LOAN PARTIES MAY MAKE PAYMENTS PURSUANT TO THE TERMS OF THEIR
MANAGEMENT AGREEMENTS WITH EACH OTHER, AND MAKE LOANS AND ADVANCES IN ACCORDANCE
WITH THE TERMS OF SUCH MANAGEMENT AGREEMENTS, ALL OF WHICH WILL BE SUBJECT TO
SUBORDINATION TERMS ACCEPTABLE TO LENDER.
7.07
CHANGE IN NATURE OF BUSINESS.
ENGAGE IN ANY MATERIAL LINE OF
BUSINESS SUBSTANTIALLY DIFFERENT FROM THOSE LINES OF BUSINESS CONDUCTED BY THE
BORROWERS AND THEIR SUBSIDIARIES ON THE DATE HEREOF OR ANY BUSINESS
SUBSTANTIALLY RELATED OR INCIDENTAL THERETO.
7.08
TRANSACTIONS WITH AFFILIATES.
ENTER INTO ANY TRANSACTION OF ANY
KIND WITH ANY AFFILIATE OF ANY BORROWER, WHETHER OR NOT IN THE ORDINARY COURSE
OF BUSINESS, OTHER THAN ON FAIR AND REASONABLE TERMS 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 RESTRICTION SHALL
NOT APPLY TO TRANSACTIONS BETWEEN OR AMONG THE LOAN PARTIES.
7.09
BURDENSOME AGREEMENTS.
ENTER INTO OR PERMIT TO EXIST ANY
CONTRACTUAL OBLIGATION (OTHER THAN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT)
THAT (A) LIMITS THE ABILITY (I) OF ANY SUBSIDIARY TO MAKE RESTRICTED PAYMENTS TO
ANY BORROWER OR ANY GUARANTOR OR TO OTHERWISE TRANSFER PROPERTY TO OR INVEST IN
ANY BORROWER OR ANY GUARANTOR, EXCEPT FOR ANY AGREEMENT IN EFFECT (A) ON THE
DATE HEREOF AND SET FORTH ON SCHEDULE 7.09 OR (B) AT THE TIME ANY SUBSIDIARY
BECOMES A SUBSIDIARY OF A BORROWER, SO LONG AS SUCH AGREEMENT WAS NOT ENTERED
INTO SOLELY IN CONTEMPLATION OF SUCH PERSON BECOMING A SUBSIDIARY OF A BORROWER,
(II) OF ANY SUBSIDIARY TO GUARANTEE THE INDEBTEDNESS OF A BORROWER OR (III) OF
ANY BORROWER OR ANY SUBSIDIARY TO CREATE, INCUR, ASSUME OR SUFFER TO EXIST LIENS
ON PROPERTY OF SUCH PERSON; PROVIDED, HOWEVER, THAT THIS CLAUSE (III) SHALL NOT
PROHIBIT ANY NEGATIVE PLEDGE INCURRED OR PROVIDED IN FAVOR OF ANY HOLDER OF
INDEBTEDNESS PERMITTED UNDER SECTION 7.02(I) SOLELY TO THE EXTENT ANY SUCH
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NEGATIVE PLEDGE RELATES TO THE PROPERTY FINANCED BY OR THE SUBJECT OF SUCH
INDEBTEDNESS; OR (B) REQUIRES THE GRANT OF A LIEN TO