THE ORDINARY COURSE OF ITS BUSINESS AND UPON FAIR AND
REASONABLE TERMS THAT ARE NO LESS FAVORABLE TO IT THAN IT WOULD BE OBTAINED IN A
COMPARABLE ARM'S LENGTH TRANSACTION WITH A PERSON OTHER THAN AN AFFILIATE OF THE
PARENT OR ANY OF ITS SUBSIDIARIES; PROVIDED, HOWEVER, THAT NOTHING CONTAINED IN
THIS SECTION 8.7 SHALL PROHIBIT:
(I)
TRANSACTIONS DESCRIBED ON SCHEDULE 8.7 (AND ANY RENEWALS OR
REPLACEMENTS THEREOF ON TERMS NOT MATERIALLY MORE DISADVANTAGEOUS TO THE
APPLICABLE CREDIT PARTY) OR OTHERWISE EXPRESSLY PERMITTED UNDER THIS AGREEMENT;
(II)
TRANSACTIONS AMONG THE COMPANY AND THE SUBSIDIARY GUARANTORS
(PROVIDED THAT SUCH TRANSACTIONS SHALL REMAIN SUBJECT TO ANY OTHER APPLICABLE
LIMITATIONS AND RESTRICTIONS SET FORTH IN THIS AGREEMENT);
(III)
THE PAYMENT AND PROVISION BY THE PARENT AND ITS SUBSIDIARIES OF
REASONABLE COMPENSATION, BENEFITS, INDEMNIFICATION AND LOANS AND ADVANCES
PERMITTED BY SECTION 8.5(III) TO THEIR DIRECTORS, OFFICERS AND EMPLOYEES;
(IV)
EQUITY ISSUANCES WITH RESPECT TO THE PARENT'S CAPITAL STOCK TO
DIRECTORS, OFFICERS AND EMPLOYEES OF THE CREDIT PARTIES PURSUANT TO EMPLOYEE
BENEFIT PLANS, EMPLOYMENT AGREEMENTS OR OTHER EMPLOYMENT ARRANGEMENTS APPROVED
BY THE BOARD OF DIRECTORS OF THE PARENT; AND
110
(V)
ANY CONTRIBUTION TO THE CAPITAL OF THE COMPANY BY THE PARENT OR
ANY PURCHASE OF CAPITAL STOCK OF THE COMPANY BY THE PARENT.
8.8
LINES OF BUSINESS.
(A)
EACH OF THE PARENT AND THE BORROWERS WILL NOT, AND WILL NOT PERMIT
OR CAUSE ANY OF ITS SUBSIDIARIES TO, ENGAGE IN ANY LINES OF BUSINESS OTHER THAN
THE BUSINESSES ENGAGED IN BY IT ON THE CLOSING DATE AND BUSINESSES AND
ACTIVITIES COMPLEMENTARY OR REASONABLY RELATED THERETO.
(B)
NOTWITHSTANDING THE PROVISIONS OF SECTION 8.8(A) OR ANY OTHER
PROVISION OF THIS AGREEMENT, THE PARENT SHALL NOT (I) HOLD ANY ASSETS OTHER THAN
THE CAPITAL STOCK OF THE COMPANY, CASH AND CASH EQUIVALENTS AND RIGHTS UNDER
EMPLOYMENT AGREEMENTS AND WRITTEN EMPLOYMENT ARRANGEMENTS, (II) HAVE ANY
LIABILITIES OTHER THAN (A) LIABILITIES UNDER AND AS PERMITTED BY THE CREDIT
DOCUMENTS, (B) TAX LIABILITIES IN THE ORDINARY COURSE OF BUSINESS,
(C) LIABILITIES UNDER EMPLOYMENT AGREEMENTS AND WRITTEN EMPLOYMENT ARRANGEMENTS
AND (D) CORPORATE, ADMINISTRATIVE AND OPERATING EXPENSES IN THE ORDINARY COURSE
OF BUSINESS, OR (III) ENGAGE IN ANY BUSINESS OTHER THAN (A) OWNING THE CAPITAL
STOCK OF THE COMPANY AND ACTIVITIES INCIDENTAL TO SUCH OWNERSHIP AND TO ITS
PUBLIC COMPANY STATUS, AND (B) ACTING AS A GUARANTOR OF THE OBLIGATIONS
HEREUNDER AND GRANTING TO THE ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE
LENDERS, A SECURITY INTEREST IN AND LIEN UPON ITS ASSETS PURSUANT TO THE
SECURITY DOCUMENTS TO WHICH IT IS A PARTY.
8.9
SALE-LEASEBACK TRANSACTIONS.
EACH OF THE PARENT AND THE BORROWERS
WILL NOT, AND WILL NOT PERMIT OR CAUSE ANY OF ITS SUBSIDIARIES TO, DIRECTLY OR
INDIRECTLY, BECOME OR REMAIN LIABLE AS LESSEE OR AS GUARANTOR OR OTHER SURETY
WITH RESPECT TO ANY LEASE, WHETHER AN OPERATING LEASE OR A CAPITAL LEASE, OF ANY
PROPERTY (WHETHER REAL, PERSONAL OR MIXED, AND WHETHER NOW OWNED OR HEREAFTER
ACQUIRED) (I) THAT ANY CREDIT PARTY HAS SOLD OR TRANSFERRED (OR IS TO