THEREUNDER TO BE DUE
EARLIER THAN SIX MONTHS AFTER THE TRANCHE B MATURITY DATE AS THEN IN EFFECT, OR
TO ADD OR AMEND ANY FINANCIAL COVENANT IN A MANNER ADVERSE TO THE BORROWER OTHER
THAN FINANCIAL COVENANTS (AND THE RELATED DEFINITIONS) SUBSTANTIALLY IDENTICAL
TO THOSE SET FORTH IN SECTIONS 7.1 AND 7.2 OF THE SECOND LIEN CREDIT AGREEMENT
AS IN EFFECT ON THE CLOSING DATE AND SUCH MODIFIED OR ADDITIONAL FINANCIAL
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COVENANTS AND RELATED DEFINITIONS THAT MAY BE MODIFIED OR ADDED TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT; PROVIDED THAT SUCH MODIFIED OR ADDITIONAL
FINANCIAL COVENANTS SHALL CONTINUE TO PRESERVE THE RELATIVE CUSHION BETWEEN THE
FINANCIAL COVENANT LEVELS IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND THE
SECOND LIEN CREDIT AGREEMENT ON THE CLOSING DATE.
9.15.
Limitation on Activities of Parent and Holdings.
(a)
In the case of Holdings, conduct, transact or otherwise engage in any
business or operations other than those incidental to (i) its ownership of the
Capital Stock of the Borrower and PP Data Services Inc., (ii) the maintenance of
its legal existence (including the ability to incur fees, costs and expenses
relating to such maintenance), (iii) the performance of its obligations in the
Loan Documents, the Second Lien Credit Documents, the Partnership Parks
Agreements and the New Time Warner Facility, or (iv) not otherwise prohibited by
the Loan Documents; provided that, notwithstanding anything herein to the
contrary, Holdings may not (1) make any Acquisitions (except as expressly
contemplated in Section 9.5(b)(ii) in connection with Investments permitted by
clause (2) below only), (2) make any Investments except as expressly
contemplated by Sections 9.8(a), (b), (c), (e)(i), (g), (h), (k), (m), (n), (o),
(p), (r) (in connection with Indebtedness permitted under
Section 9.3(n)(iii) only), (s), (t) (with respect to Section 9.5(b)(ii) in
connection with Investments permitted by this clause (2) only), (u) and (w),
(3) create any Subsidiaries that are not Subsidiaries of Borrower or any of its
Subsidiaries or (4) own any operating entity other than Borrower or act as an
operating entity.
(B)
IN THE CASE OF PARENT, CONDUCT, TRANSACT OR OTHERWISE ENGAGE IN ANY
BUSINESS OTHER THAN THOSE INCIDENTAL TO (I) ITS OWNERSHIP OF THE CAPITAL STOCK
OF ITS SUBSIDIARIES AND THE PARKS SUBJECT TO THE PARTNERSHIP PARKS AGREEMENTS,
(II) THE MAINTENANCE OF ITS LEGAL EXISTENCE (INCLUDING THE ABILITY TO INCUR
FEES, COSTS AND EXPENSES RELATING TO SUCH MAINTENANCE), (III) ITS STATUS AS A
PUBLICLY TRADED COMPANY OR PUBLIC FILER OR AS A MEMBER OF THE CONSOLIDATED GROUP
OF PARENT AND ITS SUBSIDIARIES (INCLUDING THE ABILITY TO PARTICIPATE IN TAX,
ACCOUNTING AND OTHER ADMINISTRATIVE MATTERS OR COMPLY WITH LAWS RELATING
THERETO), (IV) THE PERFORMANCE OF ITS OBLIGATIONS IN THE LOAN DOCUMENTS, THE
SECOND LIEN LOAN DOCUMENTS, THE PARTNERSHIP PARKS AGREEMENTS AND THE NEW TIME
WARNER FACILITY, (V) ANY PUBLIC OFFERING OR OTHER ISSUANCE OF ITS CAPITAL STOCK
OR (VI) NOT OTHERWISE PROHIBITED BY THE LOAN DOCUMENTS; PROVIDED THAT,
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, PARENT MAY NOT (1) MAKE ANY
ACQUISITIONS