IN THE ORDINARY COURSE OF BUSINESS; (XI) ANY INSTRUMENT
GOVERNING INDEBTEDNESS ASSUMED IN CONNECTION WITH ANY PERMITTED ACQUISITION,
WHICH ENCUMBRANCE OR RESTRICTION IS NOT APPLICABLE TO ANY PERSON, OR THE
PROPERTIES OR ASSETS OF ANY PERSON, OTHER THAN THE PERSON OR THE PROPERTIES OR
ASSETS OF THE PERSON SO ACQUIRED; (XII) IN THE CASE OF ANY JOINT VENTURE WHICH
IS NOT A LOAN PARTY IN RESPECT OF ANY MATTERS REFERRED TO IN CLAUSES (B) AND
(C) ABOVE, RESTRICTIONS IN SUCH PERSON'S ORGANIZATIONAL DOCUMENTS OR PURSUANT TO
ANY JOINT VENTURE AGREEMENT OR STOCKHOLDERS
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AGREEMENTS SOLELY TO THE EXTENT OF THE EQUITY INTERESTS OF OR PROPERTY HELD IN
THE SUBJECT JOINT VENTURE OR OTHER ENTITY; OR (XIII) ANY ENCUMBRANCES OR
RESTRICTIONS IMPOSED BY ANY AMENDMENTS OR REFINANCINGS THAT ARE OTHERWISE
PERMITTED BY THE LOAN DOCUMENTS OF THE CONTRACTS, INSTRUMENTS OR OBLIGATIONS
REFERRED TO IN CLAUSES (III), (VIII) OR (XI) ABOVE; PROVIDED THAT SUCH
AMENDMENTS OR REFINANCINGS ARE NO MORE MATERIALLY RESTRICTIVE WITH RESPECT TO
SUCH ENCUMBRANCES AND RESTRICTIONS THAN THOSE PRIOR TO SUCH AMENDMENT OR
REFINANCING.
SECTION 6.13
LIMITATION ON ISSUANCE OF CAPITAL STOCK.
(A)
WITH RESPECT TO BORROWER, ISSUE ANY EQUITY INTEREST THAT IS NOT
QUALIFIED CAPITAL STOCK.
(B)
WITH RESPECT TO BORROWER OR ANY RESTRICTED SUBSIDIARY, ISSUE ANY
EQUITY INTEREST (INCLUDING BY WAY OF SALES OF TREASURY STOCK) OR ANY OPTIONS OR
WARRANTS TO PURCHASE, OR SECURITIES CONVERTIBLE INTO, ANY EQUITY INTEREST,
EXCEPT (I) FOR STOCK SPLITS, STOCK DIVIDENDS AND ADDITIONAL ISSUANCES OF EQUITY
INTERESTS IN A RESTRICTED SUBSIDIARY WHICH DO NOT DECREASE THE PERCENTAGE
OWNERSHIP OF BORROWER OR ANY RESTRICTED SUBSIDIARIES IN ANY CLASS OF THE EQUITY
INTEREST OF SUCH RESTRICTED SUBSIDIARY; (II) RESTRICTED SUBSIDIARIES OF BORROWER
FORMED AFTER THE CLOSING DATE IN ACCORDANCE WITH SECTION 6.14 MAY ISSUE EQUITY
INTERESTS TO BORROWER OR THE RESTRICTED SUBSIDIARY OF BORROWER WHICH IS TO OWN
SUCH EQUITY INTERESTS AND (III) BORROWER MAY ISSUE COMMON STOCK THAT IS
QUALIFIED CAPITAL STOCK. ALL EQUITY INTERESTS ISSUED IN ACCORDANCE WITH THIS
SECTION 6.13(B) SHALL, TO THE EXTENT REQUIRED BY SECTIONS 5.11 AND 5.12 OR ANY
SECURITY AGREEMENT, BE DELIVERED TO THE COLLATERAL AGENT FOR PLEDGE PURSUANT TO
THE APPLICABLE SECURITY AGREEMENT.
SECTION 6.14
LIMITATION ON CREATION OF SUBSIDIARIES. ESTABLISH,
CREATE OR ACQUIRE ANY ADDITIONAL SUBSIDIARIES WITHOUT THE PRIOR WRITTEN CONSENT
OF THE REQUIRED LENDERS; PROVIDED THAT, WITHOUT SUCH CONSENT, BORROWER MAY
(I) ESTABLISH OR CREATE ONE OR MORE WHOLLY OWNED RESTRICTED SUBSIDIARIES OF
BORROWER, (II) ESTABLISH, CREATE OR ACQUIRE ONE OR MORE RESTRICTED SUBSIDIARIES
IN CONNECTION WITH AN INVESTMENT MADE PURSUANT TO SECTION 6.04(F) OR
(III) ACQUIRE ONE OR MORE RESTRICTED SUBSIDIARIES IN CONNECTION WITH A PERMITTED
ACQUISITION, SO LONG AS, IN EACH CASE, SECTION 5.11(B) SHALL BE COMPLIED WITH.
SECTION 6.15
BUSINESS. WITH RESPECT TO BORROWER AND THE RESTRICTED
SUBSIDIARIES, ENGAGE (DIRECTLY OR INDIRECTLY) IN ANY TYPE OF BUSINESS OTHER THAN
(I) THOSE TYPES OF BUSINESSES IN WHICH BORROWER AND ITS RESTRICTED SUBSIDIARIES
ARE ENGAGED ON THE CLOSING DATE AS DESCRIBED IN THE CONFIDENTIAL INFORMATION
MEMORANDUM (OR, IN THE GOOD FAITH