SUCH RESTRICTION CONTAINED THEREIN RELATES ONLY TO THE
PROPERTY OR PROPERTIES SUBJECT TO SUCH PERMITTED LIENS), (II) CONTRACTUAL
OBLIGATIONS THAT EXIST ON THE CLOSING DATE AND (TO THE EXTENT NOT OTHERWISE
PERMITTED BY THIS SECTION 8.10 ARE LISTED ON SCHEDULE 8.10 HERETO) ANY
REFINANCINGS AND EXTENSIONS OF ANY SUCH CONTRACTUAL OBLIGATIONS IF THE TERMS AND
CONDITIONS THEREOF, TAKEN AS A WHOLE, DO NOT MATERIALLY EXPAND THE SCOPE OF SUCH
LIMITATION, (III) CONTRACTUAL OBLIGATIONS REPRESENTING INDEBTEDNESS OF A GROUP
MEMBER THAT IS NOT A GUARANTOR TO THE EXTENT SUCH INDEBTEDNESS IS PERMITTED BY
SECTION 8.1, (IV) CONTRACTUAL OBLIGATIONS THAT ARE CUSTOMARY PROVISIONS IN JOINT
VENTURE AGREEMENTS AND OTHER SIMILAR AGREEMENTS APPLICABLE TO JOINT VENTURES
PERMITTED UNDER THIS AGREEMENT, THAT IS APPLICABLE SOLELY TO SUCH JOINT VENTURE,
(V) CONTRACTUAL OBLIGATIONS THAT ARE BINDING ON A GROUP MEMBER AT THE TIME SUCH
GROUP MEMBER FIRST BECOMES A GROUP MEMBER, SO LONG AS SUCH CONTRACTUAL
OBLIGATIONS WERE NOT ENTERED INTO IN CONTEMPLATION OF SUCH PERSON BECOMING A
GROUP MEMBER, (VI) CONTRACTUAL OBLIGATIONS THAT ARISE PURSUANT TO AGREEMENTS
ENTERED INTO WITH RESPECT TO ANY SALE, TRANSFER, LEASE OR OTHER DISPOSITION OF
PROPERTY OR A PERSON PERMITTED BY SECTION 8.4 AND APPLY SOLELY TO THE PROPERTY
OR PERSON TO BE SO SOLD, TRANSFERRED, LEASED OR OTHERWISE DISPOSED OF, (VII)
CONTRACTUAL OBLIGATIONS THAT ARE CUSTOMARY RESTRICTIONS ON LEASES, SUBLEASES,
LICENSES OR ASSET SALE AGREEMENTS OTHERWISE PERMITTED HEREBY SO LONG AS SUCH
RESTRICTIONS RELATE ONLY TO THE PROPERTY SUBJECT THERETO, (VIII) CONTRACTUAL
OBLIGATIONS
97
THAT ARE CUSTOMARY PROVISIONS RESTRICTING SUBLETTING OR ASSIGNMENT OF ANY LEASE
GOVERNING A LEASEHOLD INTEREST OF A GROUP MEMBER, (IX) CONTRACTUAL OBLIGATIONS
THAT ARE CUSTOMARY PROVISIONS RESTRICTING ASSIGNMENT OF AN AGREEMENT ENTERED
INTO IN THE ORDINARY COURSE OF BUSINESS, (X) CUSTOMARY NET WORTH PROVISIONS
CONTAINED IN REAL PROPERTY LEASES ENTERED INTO BY A GROUP MEMBER, SO LONG AS THE
BORROWER HAS DETERMINED IN GOOD FAITH THAT SUCH NET WORTH PROVISIONS COULD NOT
REASONABLY BE EXPECTED TO IMPAIR THE ABILITY OF THE GROUP MEMBERS TO MEET THEIR
RESPECTIVE ONGOING OBLIGATIONS AND (XI) RESTRICTIONS CONTAINED IN THE LOAN
DOCUMENTS.
SECTION 8.11
MODIFICATION OF CERTAIN DOCUMENTS.
NO GROUP MEMBER SHALL
DO ANY OF THE FOLLOWING:
(A)
WAIVE OR OTHERWISE MODIFY ANY TERM OF ANY CONSTITUENT
DOCUMENT OF ANY LOAN PARTY (INCLUDING THE TERMS OF ANY OF THEIR OUTSTANDING
STOCK OR STOCK EQUIVALENTS), EXCEPT FOR THOSE MODIFICATIONS AND WAIVERS THAT DO
NOT MATERIALLY AND ADVERSELY AFFECT THE INTERESTS OF THE LENDERS;
(B)
WAIVE OR OTHERWISE MODIFY ANY TERM OF ANY SUBORDINATED NOTE
DOCUMENT IF THE EFFECT THEREOF IS TO (I) INCREASE THE YIELD, (II) CHANGE THE DUE
DATES FOR PRINCIPAL OR INTEREST, OTHER THAN TO EXTEND SUCH DATES, (III) MODIFY
ANY DEFAULT OR EVENT OF DEFAULT, OTHER THAN TO DELETE IT OR MAKE IT LESS
RESTRICTIVE, (IV) ADD ANY COVENANT WITH RESPECT THERETO, (V) MODIFY ANY
SUBORDINATION PROVISION, (VI) MODIFY ANY REDEMPTION OR PREPAYMENT PROVISION,
OTHER THAN TO EXTEND THE DATES THEREFOR OR TO REDUCE THE PREMIUMS PAYABLE IN
CONNECTION THEREWITH OR (VII) MATERIALLY INCREASE ANY OBLIGATION