(B) THE ISSUANCE OF PERMITTED PARENT NOTES SOLELY AS PAYMENT OF
INTEREST ON PERMITTED PARENT NOTES ISSUED IN COMPLIANCE WITH THE PRECEDING
CLAUSE (V)(A) IN AGGREGATE PRINCIPAL AMOUNT EQUAL TO THE INTEREST DUE, (VI) THE
ENTRY INTO ANY PERMITTED PARENT HEDGE AND THE DEPOSIT OF CASH COLLATERAL AND THE
MAKING OF PAYMENTS PURSUANT TO THE TERMS OF ANY SECURED PERMITTED PARENT HEDGE,
(VII) PAYMENTS ON, AND PREPAYMENTS, REDEMPTIONS AND REPURCHASES OF PERMITTED
PARENT NOTES TO THE EXTENT PERMITTED BY SECTION 6.08, (VIII) ORDINARY COURSE
ACTIVITIES AND OBLIGATIONS OF A PUBLIC COMPANY, SUCH AS FILING REGISTRATION
STATEMENTS AND LISTING SECURITIES ON AN EXCHANGE AND (IX) ACTIVITIES AND ASSETS
REASONABLY RELATED TO THE FOREGOING CLAUSES.
(B)
WITH RESPECT TO BORROWER AND THE SUBSIDIARIES, ENGAGE (DIRECTLY OR
INDIRECTLY) IN ANY BUSINESS OTHER THAN THOSE BUSINESSES IN WHICH BORROWER AND
ITS SUBSIDIARIES ARE ENGAGED ON THE CLOSING DATE (OR WHICH ARE SIMILAR,
COMPLEMENTARY OR REASONABLY RELATED THERETO OR ARE REASONABLE EXTENSIONS
THEREOF).
SECTION 6.13.
LIMITATION ON ACCOUNTING CHANGES
Make or permit any change in accounting policies or reporting practices without
the consent of the Required Lenders, which consent shall not be unreasonably
withheld, except changes that, in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect or are required by GAAP.
SECTION 6.14.
FISCAL YEAR
Change its fiscal year-end to a date other than the Friday closest to
September 30.
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SECTION 6.15.
SALE AND LEASEBACK TRANSACTIONS
Enter into any arrangement, directly or indirectly, with any person whereby it
shall sell or transfer any property, real or personal, used or useful in its
business, whether now owned or hereafter acquired, and thereafter rent or lease
such property or other property which it intends to use for substantially the
same purpose or purposes as the property being sold or transferred unless
(i) the sale of such property is permitted by Section 6.04 and (ii) any Liens
arising in connection with its use of such property are permitted by
Section 6.02.
SECTION 6.16.
ANTI-TERRORISM LAW; ANTI-MONEY LAUNDERING
(A)
DIRECTLY OR INDIRECTLY, (I) KNOWINGLY CONDUCT ANY BUSINESS OR
ENGAGE IN MAKING OR RECEIVING ANY CONTRIBUTION OF FUNDS, GOODS OR SERVICES TO OR
FOR THE BENEFIT OF ANY PERSON DESCRIBED IN SECTION 3.22, (II) KNOWINGLY DEAL IN,
OR OTHERWISE ENGAGE IN ANY TRANSACTION RELATING TO, ANY PROPERTY OR INTERESTS IN
PROPERTY BLOCKED PURSUANT TO THE EXECUTIVE ORDER OR ANY OTHER ANTI-TERRORISM
LAW, OR (III) KNOWINGLY ENGAGE IN OR 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 ANY ANTI-TERRORISM LAW (AND THE
LOAN PARTIES SHALL DELIVER TO THE LENDERS ANY CERTIFICATION OR OTHER EVIDENCE
REQUESTED FROM TIME TO TIME BY THE ADMINISTRATIVE AGENT IN ITS REASONABLE
DISCRETION, CONFIRMING THE LOAN PARTIES' COMPLIANCE WITH THIS SECTION 6.16).
(B)
KNOWINGLY CAUSE OR PERMIT ANY OF THE FUNDS OF SUCH LOAN PARTY THAT
ARE USED TO REPAY THE LOANS TO BE DERIVED FROM ANY UNLAWFUL