AND PAYABLE WHICH ARE
ATTRIBUTABLE TO (OR AS A RESULT OF) THE OPERATIONS OF THE BORROWER OR ANY OF ITS
SUBSIDIARIES AND ARE NOT OTHERWISE PAID BY THE BORROWER OR ANY OF ITS
SUBSIDIARIES;
(E)
TO THE EXTENT REQUIRED IN CONNECTION WITH THE CONVERSION OF THE
CONVERTIBLE NOTES, HOLDINGS MAY (I) ISSUE COMMON STOCK OF HOLDINGS AND (II) MAKE
PAYMENTS IN CASH IN LIEU OF THE ISSUANCE OF FRACTIONAL SHARES; AND
(F)
SUBJECT TO THE PRIOR APPLICATION OF PROCEEDS PURSUANT TO
SECTION 2.05(B)(IV), HOLDINGS MAY REPAY, REPURCHASE OR REDEEM THE CONVERTIBLE
NOTES, OR SETTLE CONVERSION THEREOF WITH CASH PAYMENTS, AND MAKE OTHER
RESTRICTED PAYMENTS, IN EACH CASE IN AN AMOUNT NOT TO EXCEED THE AGGREGATE
PROCEEDS OF ISSUANCES OF EQUITY INTERESTS BY HOLDINGS (OTHER THAN THE
CONVERTIBLE NOTES) REMAINING AFTER ANY REQUIRED PAYMENT MADE PURSUANT TO
SECTION 2.05(B)(IV).
7.07.
CHANGE IN NATURE OF BUSINESS.
ENGAGE IN ANY MATERIAL LINE OF
BUSINESS SUBSTANTIALLY DIFFERENT FROM THOSE LINES OF BUSINESS CONDUCTED BY THE
BORROWER AND ITS SUBSIDIARIES ON THE DATE HEREOF OR ANY BUSINESS SUBSTANTIALLY
RELATED OR INCIDENTAL THERETO.
7.08.
TRANSACTIONS WITH AFFILIATES.
EXCEPT AS SET FORTH ON SCHEDULE 7.08,
ENTER INTO ANY TRANSACTION OF ANY KIND WITH ANY AFFILIATE OF HOLDINGS, WHETHER
OR NOT IN THE ORDINARY COURSE OF BUSINESS, OTHER THAN ON FAIR AND REASONABLE
TERMS SUBSTANTIALLY AS FAVORABLE TO HOLDINGS OR SUCH SUBSIDIARY AS WOULD BE
OBTAINABLE BY HOLDINGS 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 AND THEIR SUBSIDIARIES.
7.09.
BURDENSOME AGREEMENTS.
ENTER INTO ANY CONTRACTUAL OBLIGATION (OTHER
THAN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR AN AGREEMENT THAT HAS BEEN
ENTERED INTO IN CONNECTION WITH THE DISPOSITION OF ALL OR SUBSTANTIALLY ALL OF
THE CAPITAL STOCK OR ASSETS OF SUCH
95
SUBSIDIARY) THAT LIMITS THE ABILITY (I) OF HOLDINGS, THE BORROWER OR ANY
SUBSIDIARY TO (A) MAKE DIVIDEND PAYMENTS IN RESPECT OF ANY CAPITAL STOCK OF SUCH
SUBSIDIARY HELD BY, OR PAY ANY INDEBTEDNESS OWED TO, BORROWER OR ANY OTHER
SUBSIDIARY, (B) MAKE LOANS OR ADVANCES TO, OR OTHER INVESTMENTS IN, THE BORROWER
OR ANY OTHER SUBSIDIARY OR (C) TRANSFER ANY OF ITS ASSETS TO THE BORROWER OR ANY
OTHER SUBSIDIARY, (II) OF ANY SUBSIDIARY TO GUARANTEE THE INDEBTEDNESS OF THE
BORROWER OR (III) OF THE BORROWER OR ANY SUBSIDIARY TO CREATE, INCUR, ASSUME OR
SUFFER TO EXIST LIENS ON PROPERTY OR ASSETS (WHETHER NOW OWNED OR HEREAFTER
ACQUIRED) OF SUCH PERSON; PROVIDED, HOWEVER, THAT THE FOREGOING SHALL NOT
PROHIBIT (X) ANY NEGATIVE PLEDGE INCURRED OR PROVIDED PURSUANT TO (A) ANY
AGREEMENT WITH A HOLDER OF INDEBTEDNESS PERMITTED UNDER SECTION 7.03 (E), (F) OR
(G) SOLELY TO THE EXTENT THAT SUCH NEGATIVE PLEDGE DOES NOT RESTRICT IN ANY
MANNER (DIRECTLY OR INDIRECTLY) LIENS CREATED PURSUANT TO THE LOAN DOCUMENTS AND
DOES NOT REQUIRE THE DIRECT OR INDIRECT GRANTING OF ANY LIEN SECURING ANY
INDEBTEDNESS OR OTHER OBLIGATION BY