ON THE
RESTATEMENT DATE AND IDENTIFIED ON SCHEDULE 6.06(B), (F) THE
67
foregoing shall not apply to customary restrictions on or customary conditions
to the payment of dividends or other distributions on, or the creation of Liens
on, Equity Interests owned by the Borrower or any Subsidiary in any joint
venture or similar enterprise contained in the constitutive documents, including
shareholders' or similar agreements, of such joint venture or enterprise, and
(G) clause (i) of the foregoing shall not apply to customary provisions in
leases and other contracts restricting the assignment thereof.
SECTION 6.07.
TRANSACTIONS WITH AFFILIATES.
EXCEPT FOR TRANSACTIONS BY OR
AMONG LOAN PARTIES, SELL OR TRANSFER ANY PROPERTY OR ASSETS TO, OR PURCHASE OR
ACQUIRE ANY PROPERTY OR ASSETS FROM, OR OTHERWISE ENGAGE IN ANY OTHER
TRANSACTIONS WITH, ANY OF ITS AFFILIATES, EXCEPT THAT THE BORROWER OR ANY
SUBSIDIARY MAY ENGAGE IN ANY OF THE FOREGOING TRANSACTIONS AT PRICES AND ON
TERMS AND CONDITIONS NOT LESS FAVORABLE TO THE BORROWER OR SUCH SUBSIDIARY THAN
COULD BE OBTAINED ON AN ARM'S-LENGTH BASIS FROM UNRELATED THIRD PARTIES.
SECTION 6.08.
BUSINESS OF HOLDINGS, BORROWER AND SUBSIDIARIES.
(A)
WITH
RESPECT TO HOLDINGS, ENGAGE IN ANY BUSINESS ACTIVITIES OR HAVE ANY ASSETS OR
LIABILITIES OTHER THAN (I) ITS OWNERSHIP OF THE EQUITY INTERESTS OF THE
BORROWER, ITS ACTIVITIES AS A HOLDING COMPANY, THE PROVISION OF CERTAIN
ADMINISTRATIVE SERVICES FOR ITS SUBSIDIARIES IN THE ORDINARY COURSE OF BUSINESS,
AND LIABILITIES REASONABLY RELATED THERETO, INCLUDING ITS LIABILITIES PURSUANT
TO THE COLLATERAL AGREEMENT, AND (II) ITS LIABILITIES PURSUANT TO THE HOLDCO
NOTE DOCUMENTS, THE SENIOR SUBORDINATED NOTE DOCUMENTS AND THE SENIOR UNSECURED
NOTE DOCUMENTS.
(B)
WITH RESPECT TO THE BORROWER AND ITS SUBSIDIARIES, ENGAGE AT ANY TIME IN
ANY BUSINESS OR BUSINESS ACTIVITY OTHER THAN THE BUSINESS CURRENTLY CONDUCTED BY
THE BORROWER OR ANY OF THE SUBSIDIARIES AND BUSINESS ACTIVITIES REASONABLY
INCIDENTAL THERETO.
SECTION 6.09.
OTHER INDEBTEDNESS AND AGREEMENTS.
(A)
(I) PERMIT ANY WAIVER,
SUPPLEMENT, MODIFICATION, AMENDMENT, TERMINATION OR RELEASE OF ANY INDENTURE,
INSTRUMENT OR AGREEMENT PURSUANT TO WHICH ANY MATERIAL INDEBTEDNESS OF HOLDINGS,
THE BORROWER OR ANY OF THE SUBSIDIARIES IS OUTSTANDING IF THE EFFECT OF SUCH
WAIVER, SUPPLEMENT, MODIFICATION, AMENDMENT, TERMINATION OR RELEASE WOULD
MATERIALLY INCREASE THE OBLIGATIONS OF THE OBLIGOR OR CONFER ADDITIONAL MATERIAL
RIGHTS ON THE HOLDER OF SUCH INDEBTEDNESS IN A MANNER ADVERSE TO HOLDINGS, THE
BORROWER, ANY OF THE SUBSIDIARIES OR THE LENDERS OR (II) MODIFY ITS CHARTER OR
BY-LAWS TO THE EXTENT THAT ANY SUCH MODIFICATION WOULD BE ADVERSE TO THE LENDERS
IN ANY MATERIAL RESPECT.
(B)
(I)
MAKE ANY DISTRIBUTION, WHETHER IN CASH, PROPERTY, SECURITIES OR A
COMBINATION THEREOF, OTHER THAN REGULAR SCHEDULED PAYMENTS OF PRINCIPAL AND
INTEREST AS AND WHEN DUE (TO THE EXTENT NOT PROHIBITED BY APPLICABLE
SUBORDINATION PROVISIONS), IN RESPECT OF, OR PAY, OR OFFER OR COMMIT TO PAY, OR
DIRECTLY OR INDIRECTLY (INCLUDING PURSUANT TO ANY SYNTHETIC PURCHASE AGREEMENT)
REDEEM, REPURCHASE, RETIRE OR OTHERWISE ACQUIRE FOR CONSIDERATION, OR SET APART
ANY SUM FOR THE AFORESAID PURPOSES, THE HOLDCO NOTES OR ANY SUBORDINATED
INDEBTEDNESS,