IN THE ORDINARY COURSE OF BUSINESS (IN WHICH CASE ANY
PROHIBITION OR LIMITATION SHALL ONLY BE EFFECTIVE AGAINST THE INTELLECTUAL
PROPERTY SUBJECT THERETO), (VIII) PROHIBITIONS AND LIMITATIONS IN EFFECT ON THE
DATE HEREOF AND LISTED ON SCHEDULE 7.2B, (IX) PROHIBITIONS AND LIMITATIONS
ARISING BY OPERATION OF LAW, (X) ANY AGREEMENT IN EFFECT AT THE TIME A PERSON
BECOMES A SUBSIDIARY OF COMPANY, SO LONG AS SUCH AGREEMENT WAS NOT ENTERED INTO
IN CONNECTION WITH OR IN CONTEMPLATION OF SUCH PERSON BECOMING A SUBSIDIARY OF
COMPANY AND (XI) ANY PROHIBITIONS AND LIMITATIONS IMPOSED BY ANY AMENDMENTS OR
REFINANCINGS THAT ARE OTHERWISE PERMITTED BY THE LOAN DOCUMENTS, OF INDEBTEDNESS
PERMITTED UNDER THE LOAN DOCUMENTS (INCLUDING, WITHOUT LIMITATION, UNDER THIS
SUBSECTION 7.2B), SO LONG AS SUCH PROHIBITIONS AND LIMITATIONS ARE NOT MORE
ONEROUS ON THE COMPANY OR ANY OF ITS SUBSIDIARIES THAN THOSE CONTAINED IN SUCH
INDEBTEDNESS PRIOR TO SUCH AMENDMENT OR REFINANCING.
C.
NO RESTRICTIONS ON SUBSIDIARY DISTRIBUTIONS TO COMPANY OR OTHER
SUBSIDIARIES.
COMPANY WILL NOT, AND WILL NOT PERMIT ANY OF ITS SUBSIDIARIES TO,
CREATE OR OTHERWISE CAUSE OR SUFFER TO EXIST OR BECOME EFFECTIVE ANY CONSENSUAL
CONTRACTUAL ENCUMBRANCE OR RESTRICTION OF ANY KIND ON THE ABILITY OF ANY SUCH
SUBSIDIARY TO (I) PAY DIVIDENDS OR MAKE ANY OTHER DISTRIBUTIONS ON ANY OF SUCH
SUBSIDIARY'S CAPITAL STOCK OWNED BY COMPANY OR ANY OTHER SUBSIDIARY OF COMPANY,
(II) REPAY OR PREPAY ANY INDEBTEDNESS OWED BY SUCH SUBSIDIARY TO COMPANY OR ANY
OTHER SUBSIDIARY OF COMPANY, (III) MAKE LOANS OR ADVANCES TO COMPANY OR ANY
OTHER SUBSIDIARY OF COMPANY, OR (IV) TRANSFER ANY OF ITS PROPERTY OR ASSETS TO
COMPANY OR ANY OTHER SUBSIDIARY OF COMPANY, EXCEPT (A) AS PROVIDED IN THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS, (B) AS MAY BE PROVIDED IN AN AGREEMENT
WITH RESPECT TO A SALE OR OTHER DISPOSITION OF
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ASSETS, (C) IN AGREEMENTS EVIDENCING A CAPITAL LEASE OR INDEBTEDNESS SECURED AS
PERMITTED BY SUBSECTION 7.2A(II) THAT IMPOSE RESTRICTIONS ON THE PROPERTY SO
ACQUIRED, (D) BY REASON OF CUSTOMARY PROVISIONS RESTRICTING ASSIGNMENTS,
SUBLETTING OR OTHER TRANSFERS CONTAINED IN LEASES, LICENSES, JOINT VENTURE
AGREEMENTS AND SIMILAR AGREEMENTS ENTERED INTO IN THE ORDINARY COURSE OF
BUSINESS, (E) PERMITTED ENCUMBRANCES, (F) CUSTOMARY NET WORTH PROVISIONS
CONTAINED IN REAL PROPERTY LEASES ENTERED INTO BY COMPANY OR ANY OF ITS
SUBSIDIARIES SO LONG AS SUCH NET WORTH PROVISIONS COULD NOT REASONABLY BE
EXPECTED TO IMPAIR MATERIALLY THE ABILITY OF THE LOAN PARTIES TO MEET THEIR
ONGOING OBLIGATIONS UNDER THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS,
(G) ANY RESTRICTION WITH RESPECT TO FOREIGN SUBSIDIARIES CONTAINED IN THE
AGREEMENTS GOVERNING INDEBTEDNESS PERMITTED BY SUBSECTION 7.1(V), (H) WITH
RESPECT TO CLAUSE (IV) ONLY, (I) AGREEMENTS DESCRIBED IN CLAUSES (IV)-(VIII) OF
SUBSECTION 7.2B, TO THE EXTENT SET FORTH IN SUCH CLAUSES AND (II) RESTRICTIONS
WITH RESPECT TO THE TRANSFER OF ANY ASSET CONTAINED IN AN AGREEMENT THAT HAS
BEEN ENTERED INTO IN CONNECTION WITH THE DISPOSITION OF SUCH ASSET PERMITTED
HEREUNDER, (I) ENCUMBRANCES AND RESTRICTIONS ARISING BY OPERATION OF LAW,
(J) ANY AGREEMENT