IMPOSED BY ANY
REQUIREMENT OF LAW (INCLUDING THE BANKRUPTCY CODE AND ANY OTHER LAW APPLICABLE
TO SUCH PERSON AS A RESULT OF SUCH PERSON'S STATUS AS A "DEBTOR" UNDER THE
BANKRUPTCY CODE), PERMITTED ENCUMBRANCES, THE DOCUMENTS GOVERNING ANY
INDEBTEDNESS PERMITTED TO BE INCURRED PURSUANT TO SECTION 6.01(C), OR BY ANY
LOAN DOCUMENT, ANY PREPETITION LOAN DOCUMENTS OR THE PREPETITION SECURED NOTES
INDENTURE, (B) THE FOREGOING SHALL NOT APPLY TO PROHIBITIONS, RESTRICTIONS AND
CONDITIONS CONTAINED IN AGREEMENTS RELATING TO THE DISPOSITION OF ANY ASSETS
PENDING SUCH DISPOSITION, PROVIDED SUCH PROHIBITIONS, RESTRICTIONS AND
CONDITIONS APPLY ONLY TO THE ASSETS OR SUBSIDIARY THAT IS TO BE DISPOSED OF AND
SUCH DISPOSITION IS PERMITTED HEREUNDER, (C) THE FOREGOING SHALL NOT APPLY TO
PROHIBITIONS, RESTRICTIONS OR CONDITIONS IMPOSED BY ANY AGREEMENT RELATING TO
INDEBTEDNESS PERMITTED BY THIS AGREEMENT IF SUCH RESTRICTIONS OR CONDITIONS
EITHER (1) APPLY ONLY TO THE PROPERTY OR ASSETS SECURING SUCH INDEBTEDNESS, OR
(2) DO NOT RESTRICT THE GRANTING OF LIENS BY THE LOAN PARTIES TO SECURE THE
MAXIMUM AMOUNT OF THE TOTAL REVOLVING COMMITMENTS IN EFFECT ON THE CLOSING DATE,
(D) THE FOREGOING SHALL NOT APPLY TO CUSTOMARY PROHIBITIONS, RESTRICTIONS OR
CONDITIONS IN JOINT VENTURE AGREEMENTS AND OTHER SIMILAR AGREEMENTS APPLICABLE
TO JOINT VENTURES PERMITTED BY SECTION 6.11 AND APPLICABLE SOLELY TO SUCH JOINT
VENTURE AND ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS, AND (E) THE
FOREGOING SHALL NOT APPLY TO CUSTOMARY PROHIBITIONS OR RESTRICTIONS IN LEASES,
SUBLEASES, LICENSES OR ASSET SALE AGREEMENTS OTHERWISE PERMITTED HEREBY SO LONG
AS SUCH PROHIBITIONS OR RESTRICTIONS RELATE TO THE ASSETS SUBJECT THERETO OR ARE
CUSTOMARY PROVISIONS IN LEASES AND OTHER CONTRACTS RESTRICTING THE SUBLETTING OR
ASSIGNMENT THEREOF.
SECTION 6.13
RESTRICTIONS ON AMENDMENTS OF CERTAIN DOCUMENTS.
(A)
THE BORROWER WILL NOT, AND WILL NOT PERMIT ANY SUBSIDIARY TO
AMEND THEIR ORGANIZATIONAL DOCUMENTS IN A MANNER THAT IS MATERIALLY ADVERSE TO
THE LENDERS.
(B)
[RESERVED].
Section 6.14
Lines of Business. The Borrower and its Subsidiaries will
not engage in any material line of business other than the lines of business
conducted by the Borrower and its Subsidiaries on the Closing Date and any
Related Business, except for any changes (a)that result from any Asset Sale or
other Disposition permitted hereunder, (b)made in connection with the Loan
Parties' long-term business plans as contemplated in the Budget or (c)that are
required by the Bankruptcy Court or under the Bankruptcy Code.
SECTION 6.15
BANKRUPTCY MATTERS. THE BORROWER WILL NOT, AND WILL NOT PERMIT
ANY OF ITS SUBSIDIARIES, TO:
(a)
at any time, seek or consent to any reversal, modification,
amendment, stay or vacation of (i) any "first day order" entered by the
Bankruptcy Court in the Chapter 11 Case, if such reversal, modification,
amendment, stay or vacation would reasonably be expected to have an adverse
effect on the rights of the Lenders under this Agreement, (ii) the Interim DIP
Order or (iii) the Final DIP Order, in each case, absent the written consent of
the Administrative Agent (which consent shall not be unreasonably withheld in
the case of