A RESTRICTED SUBSIDIARY OF THE BORROWER THAT IS NOT A LOAN PARTY, WHICH
INDEBTEDNESS, DISQUALIFIED STOCK OR PREFERRED STOCK IS PERMITTED BY SECTION
6.01;
(VII)
CUSTOMARY PROVISIONS IN JOINT VENTURE AGREEMENTS AND OTHER SIMILAR
AGREEMENTS APPLICABLE TO JOINT VENTURES PERMITTED UNDER SECTION 6.03 AND
APPLICABLE SOLELY TO SUCH JOINT VENTURE ENTERED INTO IN THE ORDINARY COURSE OF
BUSINESS;
(VIII)
NEGATIVE PLEDGES AND RESTRICTIONS ON LIENS IN FAVOR OF ANY HOLDER
OF INDEBTEDNESS ENTERED INTO AFTER THE DATE HEREOF AND OTHERWISE PERMITTED UNDER
SECTION 6.01 BUT ONLY IF SUCH NEGATIVE PLEDGE OR RESTRICTION EXPRESSLY PERMITS
LIENS FOR THE BENEFIT OF THE ADMINISTRATIVE AGENT AND/OR THE COLLATERAL AGENT
AND THE LENDERS WITH RESPECT TO THE CREDIT FACILITIES ESTABLISHED HEREUNDER AND
THE OBLIGATIONS UNDER THE LOAN DOCUMENTS ON A SENIOR BASIS AND WITHOUT A
REQUIREMENT THAT SUCH HOLDERS OF SUCH INDEBTEDNESS BE SECURED BY SUCH LIENS
EQUALLY AND RATABLY OR ON A JUNIOR BASIS;
(IX)
RESTRICTIONS ON CASH, OTHER DEPOSITS OR NET WORTH IMPOSED BY
CUSTOMERS UNDER CONTRACTS ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS;
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(X)
SECURED INDEBTEDNESS OTHERWISE PERMITTED TO BE INCURRED UNDER
SECTIONS 6.01 AND 6.02 THAT LIMIT THE RIGHT OF THE OBLIGOR TO DISPOSE OF THE
ASSETS SECURING SUCH INDEBTEDNESS;
(XI)
ANY ENCUMBRANCES OR RESTRICTIONS OF THE TYPE REFERRED TO IN
CLAUSES (A) AND (B) ABOVE IMPOSED BY ANY AMENDMENTS, MODIFICATIONS,
RESTATEMENTS, RENEWALS, INCREASES, SUPPLEMENTS, REFUNDINGS, REPLACEMENTS OR
REFINANCINGS OF THE CONTRACTS, INSTRUMENTS OR OBLIGATIONS REFERRED TO IN CLAUSES
(I) THROUGH (X) ABOVE; PROVIDED THAT SUCH AMENDMENTS, MODIFICATIONS,
RESTATEMENTS, RENEWALS, INCREASES, SUPPLEMENTS, REFUNDINGS, REPLACEMENTS OR
REFINANCINGS ARE, IN THE GOOD FAITH JUDGMENT OF THE BORROWER, NO MORE
RESTRICTIVE WITH RESPECT TO SUCH ENCUMBRANCE AND OTHER RESTRICTIONS TAKEN AS A
WHOLE THAN THOSE PRIOR TO SUCH AMENDMENT, MODIFICATION, RESTATEMENT, RENEWAL,
INCREASE, SUPPLEMENT, REFUNDING, REPLACEMENT OR REFINANCING;
(XII)
RESTRICTIONS AND CONDITIONS IMPOSED BY THE TERMS OF THE
DOCUMENTATION GOVERNING SEED CAPITAL INVESTMENTS; AND
(D)
CLAUSE (A) AND CLAUSE (C) OF THE FOREGOING SHALL NOT APPLY TO
CUSTOMARY PROVISIONS IN LEASES, SUBLEASES, LICENSES, SUBLICENSES AND OTHER
CONTRACTS RESTRICTING THE ASSIGNMENT, SALE OR TRANSFER THEREOF, IN EACH CASE
ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS OR WHICH EXISTS ON THE DATE
HEREOF, AND NO SUCH CLAUSE IN THIS SECTION 6.07 SHALL PROHIBIT OR RESTRICT SUCH
PARTY'S RIGHT TO EXECUTE A SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT
AGREEMENT IN A FORM CUSTOMARY AND REASONABLY ACCEPTABLE TO BORROWER OR SUCH
RESTRICTED SUBSIDIARY.
Section 6.09.
Limitation on Business of Holdings, the Borrower and Its
Restricted Subsidiaries.
(a)
Engage in any line of business material to the
Borrower and its subsidiaries taken as a whole other than (x) those lines of
business conducted by the Borrower or any Restricted Subsidiary on the Closing
Date or (y) any Similar Business.
(B)
IN THE CASE OF THE HOLDINGS ONLY, AND NOTWITHSTANDING THE
FOREGOING OR ANYTHING ELSE IN THIS AGREEMENT TO THE CONTRARY, ENGAGE IN ANY
BUSINESS OR OWN ANY SIGNIFICANT ASSETS OR HAVE ANY MATERIAL LIABILITIES OTHER
THAN (I) (W) ITS OWNERSHIP OF THE CAPITAL STOCK OF ITS