ANY LEASE
GOVERNING A LEASEHOLD INTEREST OF ANY GROUP MEMBER, (IV) RESTRICTIONS ON THE
TRANSFER OF ASSETS SUBJECT TO ANY LIEN PERMITTED UNDER THIS AGREEMENT IMPOSED BY
THE HOLDER OF SUCH LIEN, (V) RESTRICTIONS IMPOSED BY ANY AGREEMENT TO SELL
ASSETS OR CAPITAL STOCK PERMITTED UNDER THIS AGREEMENT TO ANY PERSON PENDING THE
CLOSING OF SUCH SALE, (VI) CUSTOMARY PROVISIONS IN JOINT VENTURE AGREEMENTS AND
OTHER SIMILAR AGREEMENTS ENTERED INTO BY THE BORROWER OR ONE OF ITS SUBSIDIARIES
AND ANY PERSON (OTHER THAN THE BORROWER OR ANY AFFILIATE OF THE BORROWER), IN
EACH CASE, RELATING SOLELY TO THE RESPECTIVE JOINT VENTURE OR SIMILAR ENTITY OR
THE EQUITY INTERESTS THEREIN AND ENTERED INTO IN THE ORDINARY COURSE OF
BUSINESS, (VII) PURCHASE MONEY OBLIGATIONS (INCLUDING ANY CAPITALIZED LEASE
OBLIGATIONS) RELATING TO PROPERTY ACQUIRED IN THE ORDINARY COURSE OF BUSINESS,
(VIII) RESTRICTIONS IMPOSED UNDER THE ELVIS OPERATING COMPANY CHARTER DOCUMENTS,
AS IN EFFECT
74
ON THE CLOSING DATE OR (IX) RESTRICTIONS IMPOSED ON ANY PERMITTED JOINT VENTURE
UNDER THE TERMS OF ANY NON-RECOURSE INDEBTEDNESS.
7.16.
LINES OF BUSINESS.
ENTER INTO ANY BUSINESS, EITHER DIRECTLY OR
THROUGH ANY SUBSIDIARY, EXCEPT FOR THOSE BUSINESSES IN WHICH THE BORROWER AND
ITS SUBSIDIARIES ARE ENGAGED ON THE DATE OF THIS AGREEMENT, THAT ARE DESCRIBED
IN CLAUSE (B) OF THE DEFINITION OF "PERMITTED ACQUISITION" AND "PERMITTED JOINT
VENTURE" OR THAT ARE REASONABLY RELATED THERETO.
7.17.
CERTAIN AMENDMENTS.
AMEND, SUPPLEMENT OR OTHERWISE MODIFY
(PURSUANT TO A WAIVER OR OTHERWISE) THE TERMS AND CONDITIONS OF (A) ANY GROUP
MEMBER'S ORGANIZATIONAL OR CONSTITUTIONAL DOCUMENTS OR (B) ANY MATERIAL
AGREEMENT (INCLUDING WITHOUT LIMITATION THE FULLER EMPLOYMENT AGREEMENT AND THE
FULLER NON-COMPETE AGREEMENT), IN EACH CASE, EXCEPT FOR ANY SUCH AMENDMENT,
SUPPLEMENT OR MODIFICATION THAT COULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT OR (IN THE CASE OF ANY GROUP MEMBER'S ORGANIZATIONAL OR
CONSTITUTIONAL DOCUMENTS) THAT WOULD IMPOSE ANY RESTRICTIONS ON THE
TRANSFERABILITY OF SUCH GROUP MEMBER'S SHARES UPON THE ENFORCEMENT OF THE
SECURITY INTERESTS IN RESPECT THEREOF GRANTED TO THE ADMINISTRATIVE AGENT (IN
ITS CAPACITY AS SUCH).
7.18.
ACCOUNTING CHANGES.
PERMIT, OR CAUSE ANY OF ITS SUBSIDIARIES TO
MAKE OR PERMIT, ANY MATERIAL CHANGE IN ITS ACCOUNTING POLICIES OR REPORTING
PRACTICES, EXCEPT AS MAY BE REQUIRED BY OR PERMITTED UNDER GAAP.
7.19.
INTELLECTUAL PROPERTY.
(A)
KNOWINGLY PERFORM ANY ACT OR KNOWINGLY INSTRUCT OR AUTHORIZE ITS LICENSEES
TO PERFORM ANY ACT WHEREBY ANY MATERIAL INTELLECTUAL PROPERTY MAY BECOME
FORFEITED, ABANDONED OR DEDICATED TO THE PUBLIC.
(B)
KNOWINGLY PERFORM ANY ACT OR KNOWINGLY INSTRUCT OR AUTHORIZE ITS LICENSEES
TO PERFORM ANY ACT THAT INFRINGES, MISAPPROPRIATES OR VIOLATES THE INTELLECTUAL
PROPERTY RIGHTS OF ANY OTHER PERSON.
7.20.
HAZARDOUS SUBSTANCES.
KNOWINGLY PERMIT, OR CAUSE ANY OF ITS
SUBSIDIARIES TO KNOWINGLY PERMIT, ANY HAZARDOUS SUBSTANCES TO BE BROUGHT ON TO
OR LOCATED ON ANY OF THE PROPERTIES, EXCEPT IN COMPLIANCE IN ALL MATERIAL
RESPECTS WITH, AND IN A MANNER NOT REASONABLY LIKELY TO LEAD TO ANY LIABILITY
PURSUANT TO, ALL APPLICABLE ENVIRONMENTAL LAWS ONLY IN SUCH QUANTITIES AND TYPES
AS REASONABLY NEEDED TO