OBTAINED ON AN ARM'S-LENGTH BASIS FROM UNRELATED THIRD PARTIES, (B) ANY
RESTRICTED PAYMENT PERMITTED BY SECTION 7.5 AND (C) ANY INVESTMENT PERMITTED BY
SECTION 7.4.
SECTION 7.7.
RESTRICTIVE AGREEMENTS.
THE BORROWER WILL NOT, AND WILL
NOT PERMIT ANY SUBSIDIARY TO, DIRECTLY OR INDIRECTLY, ENTER INTO, INCUR OR
PERMIT TO EXIST ANY AGREEMENT THAT PROHIBITS, RESTRICTS OR IMPOSES ANY CONDITION
UPON (A) THE ABILITY OF THE BORROWER OR ANY SUBSIDIARY TO CREATE, INCUR OR
PERMIT ANY LIEN UPON ANY OF ITS ASSETS OR PROPERTIES, WHETHER NOW OWNED OR
HEREAFTER ACQUIRED, TO SECURE ANY OBLIGATIONS OWING UNDER THE LOAN DOCUMENTS,
EXCEPT BY INDENTURES OR OTHER AGREEMENTS GOVERNING INDEBTEDNESS OF THE BORROWER
REQUIRING THAT SUCH INDEBTEDNESS BE SECURED BY AN EQUAL AND RATABLE LIEN WITH
ANY LIEN THAT MAY BE GRANTED TO SECURE ANY OBLIGATIONS OWING UNDER THE LOAN
DOCUMENTS, OR (B) THE ABILITY OF ANY SUBSIDIARY TO PAY DIVIDENDS OR OTHER
DISTRIBUTIONS WITH RESPECT TO ITS CAPITAL STOCK, TO MAKE OR REPAY LOANS OR
ADVANCES TO THE BORROWER OR ANY OTHER SUBSIDIARY, TO GUARANTEE INDEBTEDNESS OF
THE BORROWER OR ANY OTHER SUBSIDIARY OR TO TRANSFER ANY OF ITS PROP­ERTY OR
ASSETS TO THE BORROWER OR ANY SUBSIDIARY OF THE BORROWER; PROVIDED, THAT THE
FOREGOING SHALL NOT APPLY TO (I) RESTRICTIONS OR CONDITIONS IMPOSED BY LAW OR
BY THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY LOAN OR CREDIT AGREEMENT
GOVERNING INDEBTEDNESS PERMITTED BY THIS AGREEMENT, (II) CUSTOMARY RESTRICTIONS
AND CONDITIONS CONTAINED IN AGREEMENTS RELATING TO THE SALE OF A SUBSIDIARY
PENDING SUCH SALE, PROVIDED SUCH RESTRICTIONS AND CONDITIONS APPLY ONLY TO THE
SUBSIDIARY THAT IS SOLD AND SUCH SALE IS PERMITTED HEREUNDER, (III) CUSTOMARY
PROVISIONS IN LEASES RESTRICTING THE ASSIGNMENT THEREOF, (IV) ANY SUCH COVENANT
CONTAINED IN A CONTRACTUAL OBLIGATION GRANTING OR RELATING TO A PARTICULAR LIEN
PERMITTED BY THIS AGREEMENT WHICH AFFECTS ONLY THE PROPERTY THAT IS THE SUBJECT
OF SUCH LIEN, (V) RESTRICTIONS WHICH ARE NOT MORE RESTRICTIVE THAN THOSE
CONTAINED IN THIS AGREEMENT AND ARE CONTAINED IN ANY DOCUMENTS GOVERNING ANY
INDEBTEDNESS INCURRED AFTER THE CLOSING DATE AND PERMITTED IN ACCORDANCE WITH
THE PROVISIONS OF THIS AGREEMENT, (VI) IN THE CASE OF ANY JOINT VENTURE,
CUSTOMARY RESTRICTIONS IN SUCH PERSON'S ORGANIZATIONAL OR GOVERNING DOCUMENTS OR
PURSUANT TO ANY JOINT VENTURE AGREEMENT OR STOCKHOLDERS AGREEMENT OR (VII) ANY
AGREEMENT IN EFFECT AT THE TIME A PERSON FIRST BECAME A SUBSIDIARY, SO LONG AS
SUCH AGREEMENT WAS NOT ENTERED INTO SOLELY IN CONTEMPLATION OF SUCH PERSON
BECOMING A SUBSIDIARY AND SUCH AGREEMENT ONLY APPLIES TO SUBSIDIARIES OF SUCH
PERSON.
SECTION 7.8.
SALE AND LEASEBACK TRANSACTIONS.
THE BORROWER WILL NOT,
AND WILL NOT PERMIT ANY OF THE SUBSIDIARIES TO, ENTER INTO ANY ARRANGEMENT,
DIRECTLY OR INDIRECTLY, WHEREBY IT SHALL SELL OR TRANSFER ANY PROPERTY, REAL OR
PERSONAL, USED OR USEFUL IN ITS BUSINESS, WHETHER NOW OWNED OR HEREINAFTER
ACQUIRED, AND THEREAFTER RENT OR LEASE SUCH PROPERTY OR OTHER PROPERTY THAT IT
INTENDS TO USE FOR SUBSTANTIALLY THE SAME PURPOSE OR PURPOSES AS THE PROPERTY
SOLD OR TRANSFERRED.
SECTION 7.9.
HEDGING TRANSACTIONS.