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EFTA01377988

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Furthermore. any proceeds that we could realize from any such dispositions may not be adequate to meet our debt service obligations then due. Our debt agreements contain restrictions that will limit our flexibility in operating our business. The Credit Agreement contains, the indenture related to the Match Notes wilt contain. and any instruments governing future indebtedness of ours would likely contain, a number of covenants that will impose significant operating and financial restrictions on us. including restrictions on our ability to. among other things: create liens on certain assets; incur additional debt: make certain investments and acquisitions: consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; sell certain assets, pay dividends on or make distnbubons in respect of our capital stock or make restricted payments; enter into certain transactions with our affiliates; and place restrictions on distributions from subsidiaries. Any of these restrictions could limit our ability to plan for or react to market conditions and could otherwise restrict corporate activities. Any failure to comply with these covenants could result in a default under the Credit Agreement anctor the Indenture related to the Match Notes or any instruments governing future indebtedness of ours. Upon a default, unless waived, the lenders under the Credit Agreement could elect to terminate their commitments, cease making further loans. foreclose on our assets pledged to such lenders to secure our obligations under the Credit Agreement and force us into bankruptcy or liquidation. Holders of the Match Notes will also have the ability to force us into bankruptcy or liquidation In certain circumstances, subject to the terms of the related indenture. In addition, a default under the Credit Agreement or the indenture related to the Match Notes may trigger a cross default under our other agreements and could trigger a cross default under the agr

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