CONSENT FEE) OR (Y) WOULD BE REQUIRED
IN CONNECTION WITH EFFECTING ANY MERGER OR CONSOLIDATION CONTEMPLATED BY
SECTION 7.4(B)).
7.10.
TRANSACTIONS WITH AFFILIATES.
ENTER INTO ANY TRANSACTION,
INCLUDING ANY PURCHASE, SALE, LEASE OR EXCHANGE OF PROPERTY, THE RENDERING OF
ANY SERVICE OR THE PAYMENT OF ANY MANAGEMENT, ADVISORY OR SIMILAR FEES, WITH ANY
AFFILIATE (OTHER THAN THE BORROWER OR ANY SUBSIDIARY GUARANTOR) UNLESS SUCH
TRANSACTION IS (A) OTHERWISE PERMITTED UNDER THIS AGREEMENT, (B) SET FORTH ON
SCHEDULE 7.10, OR (C) UPON FAIR AND REASONABLE TERMS NO LESS FAVORABLE TO THE
RELEVANT GROUP MEMBER, THAN IT WOULD OBTAIN IN A COMPARABLE ARM'S LENGTH
TRANSACTION WITH A PERSON THAT IS NOT AN AFFILIATE.
73
7.11.
SALES AND LEASEBACKS
7.12.
HEDGE AGREEMENTS.
ENTER INTO ANY HEDGE AGREEMENT, EXCEPT (A) HEDGE
AGREEMENTS ENTERED INTO TO HEDGE OR MITIGATE RISKS TO WHICH THE BORROWER OR ANY
SUBSIDIARY HAS ACTUAL EXPOSURE (OTHER THAN THOSE IN RESPECT OF CAPITAL STOCK)
AND (B) HEDGE AGREEMENTS ENTERED INTO IN ORDER TO EFFECTIVELY CAP, COLLAR OR
EXCHANGE INTEREST RATES (FROM FIXED TO FLOATING RATES, FROM ONE FLOATING RATE TO
ANOTHER FLOATING RATE OR OTHERWISE) WITH RESPECT TO ANY INTEREST-BEARING
LIABILITY OR INVESTMENT OF THE BORROWER OR ANY SUBSIDIARY.
7.13.
CHANGES IN FISCAL PERIODS.
PERMIT THE FISCAL YEAR OF THE BORROWER
TO END ON A DAY OTHER THAN DECEMBER 31 OR CHANGE THE BORROWER'S METHOD OF
DETERMINING FISCAL QUARTERS.
7.14.
NEGATIVE PLEDGE CLAUSES.
ENTER INTO OR SUFFER TO EXIST OR BECOME
EFFECTIVE ANY AGREEMENT THAT PROHIBITS OR LIMITS OR IMPOSES ANY CONDITION UPON
THE ABILITY OF ANY GROUP MEMBER (OTHER THAN ANY GROUP MEMBER THAT IS NOT
REQUIRED TO BECOME A SUBSIDIARY GUARANTOR AS PROVIDED IN THE DEFINITION THEREOF)
TO CREATE, INCUR, ASSUME OR SUFFER TO EXIST ANY LIEN UPON ANY OF ITS PROPERTY OR
REVENUES, WHETHER NOW OWNED OR HEREAFTER ACQUIRED, TO SECURE ITS OBLIGATIONS
UNDER THE LOAN DOCUMENTS OR ANY REFINANCING THEREOF, OTHER THAN ANY AGREEMENTS
GOVERNING ANY PURCHASE MONEY LIENS OR CAPITAL LEASE OBLIGATIONS OTHERWISE
PERMITTED HEREBY (IN WHICH CASE, ANY PROHIBITION SHALL ONLY BE EFFECTIVE AGAINST
THE ASSETS FINANCED THEREBY), EXCEPT AGREEMENTS BY A PERMITTED JOINT VENTURE TO
LIMIT LIENS ON ITS ASSETS UNDER THE TERMS OF ANY NON-RECOURSE INDEBTEDNESS OF
SUCH PERMITTED JOINT VENTURE.
7.15.
CLAUSES RESTRICTING SUBSIDIARY DISTRIBUTIONS.
ENTER INTO OR SUFFER
TO EXIST OR BECOME EFFECTIVE ANY CONSENSUAL ENCUMBRANCE OR RESTRICTION ON THE
ABILITY OF ANY SUBSIDIARY OF THE BORROWER TO (A) MAKE RESTRICTED PAYMENTS IN
RESPECT OF ANY CAPITAL STOCK OF SUCH SUBSIDIARY HELD BY, OR PAY ANY INDEBTEDNESS
OWED TO, THE BORROWER OR ANY SUBSIDIARY GUARANTOR, (B) MAKE LOANS OR ADVANCES
TO, OR OTHER INVESTMENTS IN, THE BORROWER OR ANY SUBSIDIARY GUARANTOR OR
(C) TRANSFER ANY OF ITS ASSETS TO THE BORROWER OR ANY SUBSIDIARY GUARANTOR,
EXCEPT FOR SUCH ENCUMBRANCES OR RESTRICTIONS EXISTING UNDER OR BY REASON OF
(I) ANY RESTRICTIONS EXISTING UNDER THE LOAN DOCUMENTS, (II) APPLICABLE LAW OR
ANY RULE, REGULATION OR ORDER, (III) CUSTOMARY NON-ASSIGNMENT PROVISIONS OR
RESTRICTIONS ON CASH OR OTHER DEPOSITS CONTAINED IN ANY CONTRACT OR