of Credit, the Collateral, the Carve Out
or the Cash Collateral of the Prepetition Secured Parties to commence or
prosecute any Prohibited Claim (provided that the restriction in the foregoing
clause (b) does not apply to investigations of Prohibited Claims).
8.20.
Reorganization Plan.
Modify or alter in any material manner the
Reorganization Plan, except with the prior written consent of the Administrative
Agent.
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8.21.
Covenants of Holding Companies.
With respect to each Holding
Company (a) conduct, transact or otherwise engage in, or commit to conduct,
transact or otherwise engage in, any business or operations other than:
(I)
THOSE INCIDENTAL TO ITS OWNERSHIP OF ITS SUBSIDIARIES, INCLUDING
THE PROVISION OF ADMINISTRATIVE, LEGAL, ACCOUNTING AND MANAGEMENT SERVICES TO OR
ON BEHALF OF ANY OF ITS SUBSIDIARIES,
(II)
THE ENTRY INTO, AND THE EXERCISE OF RIGHTS AND PERFORMANCE OF
OBLIGATIONS IN RESPECT OF, (A) THIS AGREEMENT AND ANY OTHER LOAN DOCUMENT TO
WHICH SUCH HOLDING COMPANY IS A PARTY, (B) CONTRACTS AND AGREEMENTS WITH
OFFICERS, DIRECTORS AND EMPLOYEES OF SUCH HOLDING COMPANY OR ITS SUBSIDIARIES
RELATING TO THEIR EMPLOYMENT OR DIRECTORSHIPS, (C) INSURANCE POLICIES AND
RELATED CONTRACTS AND AGREEMENTS, (D) EQUITY SUBSCRIPTION AGREEMENTS,
REGISTRATION RIGHTS AGREEMENTS, VOTING AND OTHER STOCKHOLDER AGREEMENTS,
ENGAGEMENT LETTERS AND OTHER AGREEMENTS IN RESPECT OF ITS EQUITY SECURITIES, AND
(E) MATTERS RELATING TO OR CONTEMPLATED BY THE REORGANIZATION PLAN,
(III)
COMPLIANCE WITH APPLICABLE REPORTING AND OTHER OBLIGATIONS, UNDER
FEDERAL, STATE OR OTHER SECURITIES LAWS,
(IV)
THE PERFORMANCE OF OBLIGATIONS UNDER AND COMPLIANCE WITH ITS
CERTIFICATE OF INCORPORATION AND BY-LAWS, OR ANY APPLICABLE LAW, ORDINANCE,
REGULATION, RULE, ORDER, JUDGMENT, DECREE OR PERMIT, INCLUDING, WITHOUT
LIMITATION, AS A RESULT OF OR IN CONNECTION WITH THE ACTIVITIES OF ITS
SUBSIDIARIES,
(V)
THE INCURRENCE AND PAYMENT OF ITS OPERATING AND BUSINESS EXPENSES
AND ANY TAXES FOR WHICH IT MAY BE LIABLE,
(VI)
THE MAKING OF LOANS TO OR OTHER INVESTMENTS IN, OR INCURRENCE OF
INDEBTEDNESS TO, ITS SUBSIDIARIES (TO THE EXTENT NOT PROHIBITED BY THIS
AGREEMENT),
(VII)
THE OWNERSHIP OF, AND THE EXERCISE OF RIGHTS AND PERFORMANCE OF
OBLIGATIONS IN RESPECT OF, INTELLECTUAL PROPERTY AND FOREIGN PATENTS,
TRADEMARKS, TRADE NAMES, COPYRIGHTS, TECHNOLOGY, KNOW-HOW AND PROCESSES AND
LICENSING SUCH INTELLECTUAL PROPERTY AND FOREIGN PATENTS, TRADEMARKS, TRADE
NAMES, COPYRIGHTS, TECHNOLOGY, KNOW-HOW AND PROCESSES (OTHER THAN INTELLECTUAL
PROPERTY WHICH IS MATERIAL TO THE BUSINESS OF THE BORROWER AND ITS SUBSIDIARIES,
WHICH INTELLECTUAL PROPERTY SHALL BE OWNED BY THE BORROWER AND ITS
SUBSIDIARIES), AND
(VIII)
OTHER ACTIVITIES INCIDENTAL OR RELATED TO THE FOREGOING;
(B)
GUARANTEE ANY INDEBTEDNESS OR OTHER OBLIGATIONS OF ANY OF ITS
SUBSIDIARIES, OTHER THAN THE GUARANTEE OF THE OBLIGATIONS PROVIDED FOR HEREIN
(IT BEING UNDERSTOOD THAT THIS PROVISION SHALL NOT RESTRICT SUCH HOLDING COMPANY
FROM INCURRING OR SUFFERING TO EXIST ANY LIEN ON ANY CAPITAL STOCK OR
INDEBTEDNESS OF, OR OTHER OWNERSHIP INTERESTS IN, ANY OF ITS SUBSIDIARIES, TO
SECURE ITS GUARANTEE OF THE OBLIGATIONS); OR
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(C)
OWN, LEASE, MANAGE OR OTHERWISE OPERATE ANY MATERIAL TANGIBLE
PROPERTIES OR ASSETS (IT BEING UNDERSTOOD THAT CASH AND CASH EQUIVALENTS DO NOT
CONSTITUTE