AGREEMENT OR OTHER INSTRUMENT OF A PERSON
ACQUIRED IN A PERMITTED ACQUISITION BY A LOAN PARTY IN EXISTENCE AT THE TIME OF
SUCH PERMITTED ACQUISITION (BUT NOT CREATED IN CONNECTION THEREWITH OR IN
CONTEMPLATION THEREOF), WHICH ENCUMBRANCE OR RESTRICTION IS NOT APPLICABLE TO
ANY PERSON, OR THE PROPERTIES OR ASSETS OF A ANY PERSON, OTHER THAN THE PERSON,
OR THE PROPERTY OR ASSETS OF THE PERSON SO ACQUIRED; (V) CLAUSE (A) OF THE
FOREGOING SHALL NOT APPLY TO RESTRICTIONS OR CONDITIONS IMPOSED BY ANY AGREEMENT
RELATING TO SECURED INDEBTEDNESS PERMITTED BY THIS AGREEMENT IF SUCH
RESTRICTIONS OR CONDITIONS APPLY ONLY TO THE PROPERTY OR ASSETS SECURING SUCH
INDEBTEDNESS AND (VI) CLAUSE (A) OF THE FOREGOING SHALL NOT APPLY TO (A)
CUSTOMARY PROVISIONS IN JOINT VENTURE AGREEMENTS AND OTHER SIMILAR AGREEMENTS
APPLICABLE TO JOINT VENTURES TO THE EXTENT SUCH JOINT VENTURES ARE PERMITTED
HEREUNDER, (B) CUSTOMARY PROVISIONS RESTRICTING SUBLETTING OR ASSIGNMENT OF ANY
LEASE GOVERNING A LEASEHOLD INTEREST OF THE BORROWER OR ANY SUBSIDIARY OR
(C) CUSTOMARY PROVISIONS RESTRICTING ASSIGNMENT OF ANY AGREEMENT ENTERED INTO IN
THE ORDINARY COURSE OF BUSINESS.
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SECTION 6.11. AMENDMENT OF MATERIAL DOCUMENTS.
NO LOAN PARTY WILL, NOR WILL IT
PERMIT ANY SUBSIDIARY TO, AMEND, MODIFY OR WAIVE ANY OF ITS RIGHTS UNDER (A) THE
SENIOR NOTE DOCUMENTS OR THE SENIOR SECURED TERM FACILITY CREDIT AGREEMENT (OR
ANY INSTRUMENT OR AGREEMENT GOVERNING ANY REFINANCING INDEBTEDNESS IN RESPECT
THEREOF PERMITTED UNDER SECTION 6.01), (B) THE SENIOR SUBORDINATED NOTE
DOCUMENTS OR ANY OTHER AGREEMENT RELATING TO ANY SUBORDINATED INDEBTEDNESS,
(C) ITS CERTIFICATE OF INCORPORATION, BY-LAWS, OPERATING, MANAGEMENT OR
PARTNERSHIP AGREEMENT OR OTHER ORGANIZATIONAL DOCUMENTS (EXCEPT TO THE EXTENT
NECESSARY TO IMPLEMENT CHANGES THERETO DISCLOSED TO THE AGENT PRIOR TO THE
CLOSING DATE AND REASONABLY SATISFACTORY TO THE AGENT), (D) THE HSBC AGREEMENTS
OR THE DOCUMENTS EVIDENCING ANY PERMITTED REPLACEMENT CREDIT CARD PROGRAM OR
(E) THE MANAGEMENT SERVICES AGREEMENT, TO THE EXTENT, IN THE CASE OF EACH OF THE
FOREGOING CLAUSES (A) THROUGH (E), ANY SUCH AMENDMENT, MODIFICATION OR WAIVER
WOULD BE ADVERSE TO THE LENDERS IN ANY MATERIAL RESPECT; PROVIDED THAT ANY
AMENDMENT, MODIFICATION OR WAIVER OF THE HSBC AGREEMENTS OR ANY DOCUMENT
EVIDENCING ANY PERMITTED REPLACEMENT CREDIT CARD PROGRAM SHALL BE PERMITTED SO
LONG AS THE AGENT SHALL HAVE CONSENTED THERETO IN WRITING PRIOR TO THE
EFFECTIVENESS THEREOF (SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD OR DELAYED).
SECTION 6.12. CERTAIN EQUITY SECURITIES.
NO LOAN PARTY WILL, NOR WILL IT PERMIT
ANY SUBSIDIARY TO, ISSUE ANY EQUITY INTERESTS THAT ARE NOT QUALIFIED EQUITY
INTERESTS.
SECTION 6.13. DESIGNATED DISBURSEMENT ACCOUNT.
AFTER THE OCCURRENCE AND DURING
THE CONTINUANCE OF AN EVENT OF DEFAULT OR LIQUIDITY EVENT AS TO WHICH THE AGENT
HAS NOTIFIED THE BORROWER, THE LOAN PARTIES SHALL NOT UTILIZE THE FUNDS ON
DEPOSIT IN THE DESIGNATED DISBURSEMENT ACCOUNT FOR ANY PURPOSES OTHER THAN
(A) THE PAYMENT OF OPERATING EXPENSES INCURRED BY THE LOAN PARTIES IN THE
ORDINARY COURSE OF BUSINESS (INCLUDING ANY PAYMENT IN RESPECT OF ANY
INDEBTEDNESS OF THE LOAN PARTIES OTHERWISE PERMITTED HEREUNDER), AND (B)