OR ANY SUBSIDIARY OF THE BORROWER, (B) PAY
INDEBTEDNESS OR OTHER OBLIGATIONS OWED TO ANY LOAN PARTY, (C) MAKE LOANS OR
ADVANCES TO THE BORROWER OR ANY SUBSIDIARY OF THE BORROWER, (D) TRANSFER ANY OF
ITS PROPERTIES OR ASSETS TO THE BORROWER OR ANY SUBSIDIARY OF THE BORROWER OR
(E) ACT AS A SUBSIDIARY GUARANTOR AND PLEDGE ITS ASSETS PURSUANT TO THE LOAN
DOCUMENTS OR ANY RENEWALS, REFINANCINGS, EXCHANGES, REFUNDINGS OR EXTENSIONS
THEREOF OR (II) THE ABILITY OF HOLDINGS OR ANY SUBSIDIARY OF HOLDINGS TO CREATE,
INCUR, ASSUME OR PERMIT TO EXIST ANY LIEN UPON ITS PROPERTY OR ASSETS WHETHER
NOW OWNED OR HEREAFTER ACQUIRED TO SECURE THE FINANCE OBLIGATIONS, EXCEPT IN
EACH CASE FOR PROHIBITIONS OR RESTRICTIONS EXISTING UNDER OR BY REASON OF:
(I)
THIS AGREEMENT AND THE OTHER FINANCE DOCUMENTS;
(II)
APPLICABLE LAW;
(III)
RESTRICTIONS IN EFFECT ON THE DATE OF THIS AGREEMENT CONTAINED IN
THE AGREEMENTS GOVERNING THE EXISTING INDEBTEDNESS AND IN ANY AGREEMENTS
GOVERNING PERMITTED REFINANCING THEREOF IF SUCH RESTRICTIONS ARE NO MORE
RESTRICTIVE THAN THOSE CONTAINED IN THE AGREEMENTS GOVERNING THE INDEBTEDNESS
BEING RENEWED, EXTENDED OR REFINANCED;
(IV)
CUSTOMARY NON-ASSIGNMENT PROVISIONS WITH RESPECT TO LEASES OR
LICENSING AGREEMENTS ENTERED INTO BY THE BORROWER OR ANY OF ITS SUBSIDIARIES, IN
EACH CASE ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS;
(V)
ANY RESTRICTION OR ENCUMBRANCE WITH RESPECT TO ANY ASSET OF THE
BORROWER OR ANY OF ITS SUBSIDIARIES OR A SUBSIDIARY OF THE BORROWER IMPOSED
PURSUANT TO AN AGREEMENT WHICH HAS BEEN ENTERED INTO FOR THE SALE OR DISPOSITION
OF SUCH ASSETS OR ALL OR SUBSTANTIALLY ALL OF THE CAPITAL STOCK OR ASSETS OF
SUCH SUBSIDIARY, SO LONG AS SUCH SALE OR DISPOSITION IS PERMITTED UNDER THIS
AGREEMENT;
(VI)
CUSTOMARY PROVISIONS IN JOINT VENTURE AGREEMENTS AND OTHER SIMILAR
AGREEMENTS ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS IN CONNECTION WITH
PERMITTED JOINT VENTURES; AND
(VII)
LIENS PERMITTED UNDER SECTION 7.02 AND ANY DOCUMENTS OR
INSTRUMENTS GOVERNING THE TERMS OF ANY INDEBTEDNESS OR OTHER OBLIGATIONS SECURED
BY ANY SUCH LIENS; PROVIDED THAT SUCH PROHIBITIONS OR RESTRICTIONS APPLY ONLY TO
THE ASSETS SUBJECT TO SUCH LIENS.
SECTION 7.12
OWNERSHIP OF SUBSIDIARIES; LIMITATIONS ON CERTAIN ACTIVITIES.
(A)
HOLDINGS WILL NOT (I) HOLD ANY ASSETS OTHER THAN THE EQUITY
INTERESTS OF THE BORROWER, (II) HAVE ANY MATERIAL LIABILITIES OTHER THAN (A)
LIABILITIES UNDER THE LOAN DOCUMENTS AND (B) TAX LIABILITIES IN THE ORDINARY
COURSE OF BUSINESS OR (III) ENGAGE IN ANY BUSINESS OR ACTIVITY OTHER THAN (A)
OWNING THE COMMON STOCK OF THE BORROWER (INCLUDING PURCHASING ADDITIONAL SHARES
OF COMMON STOCK AFTER THE CLOSING DATE) AND ACTIVITIES INCIDENTAL OR RELATED
THERETO OR TO THE MAINTENANCE OF THE CORPORATE EXISTENCE OF HOLDINGS OR
COMPLIANCE WITH APPLICABLE LAW AND (B) ACTING AS A GUARANTOR UNDER THE
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GUARANTY AND PLEDGING ITS ASSETS TO THE COLLATERAL AGENT, FOR THE BENEFIT OF THE
LENDERS, PURSUANT TO THE COLLATERAL DOCUMENTS TO WHICH IT IS A PARTY.
(B)
HOLDINGS AND THE BORROWER WILL NOT PERMIT ANY PERSON OTHER THAN
HOLDINGS TO HOLD ANY EQUITY INTERESTS