SIMILAR FEES TO OR FOR THE BENEFIT OF, THE SPONSOR, OR ANY
SUCCESSOR OR TRANSFEREE OF ANY OF THE FOREGOING, EXCEPT FOR PAYMENTS PURSUANT TO
THE MANAGEMENT AGREEMENT PERMITTED UNDER CLAUSE (I), (II) OR (IX)ABOVE.
Notwithstanding the foregoing, none of Holdings or any of its Subsidiaries will
enter into any management, consulting or similar agreement or arrangement (other
than the Management Agreement) with, or otherwise pay any professional,
consulting, management or similar fees to or for the benefit of, the Sponsor
Group or its successors or transferees, except for payments pursuant to the
Management Agreement permitted under clause (i) and (ii) above.
SECTION 7.10
FISCAL YEAR; ORGANIZATIONAL AND OTHER DOCUMENTS.
NONE OF THE
GROUP COMPANIES WILL (I) CHANGE ITS FISCAL YEAR OR (II) ENTER INTO ANY
AMENDMENT, MODIFICATION OR WAIVER THAT IS ADVERSE IN ANY MATERIAL RESPECT TO THE
LENDERS TO ITS ARTICLES OR CERTIFICATE OF INCORPORATION, BYLAWS (OR ANALOGOUS
ORGANIZATIONAL DOCUMENTS) OR ANY AGREEMENT ENTERED INTO BY IT WITH RESPECT TO
ITS EQUITY INTERESTS (INCLUDING THE STOCKHOLDERS' AGREEMENT), IN EACH CASE AS IN
EFFECT ON THE CLOSING DATE.
THE COMPANY WILL CAUSE THE GROUP COMPANIES TO
PROMPTLY PROVIDE THE LENDERS WITH COPIES OF ALL AMENDMENTS TO THE FOREGOING
DOCUMENTS AND INSTRUMENTS AS IN EFFECT AS OF THE CLOSING DATE.
SECTION 7.11
RESTRICTIONS WITH RESPECT TO INTERCORPORATE TRANSFERS.
NONE OF
THE GROUP COMPANIES WILL CREATE OR OTHERWISE CAUSE OR PERMIT TO EXIST ANY
ENCUMBRANCE OR RESTRICTION WHICH PROHIBITS OR OTHERWISE RESTRICTS (I) THE
ABILITY OF ANY SUBSIDIARY OF THE COMPANY TO (A) MAKE RESTRICTED PAYMENTS OR PAY
ANY INDEBTEDNESS OWED TO THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, (B) PAY
INDEBTEDNESS OR OTHER OBLIGATIONS OWED TO ANY LOAN PARTY, (C) MAKE LOANS OR
ADVANCES TO THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, (D) TRANSFER ANY OF
ITS PROPERTIES OR ASSETS TO THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY OR (E)
ACT AS A CO-BORROWER OR A SUBSIDIARY GUARANTOR AND PLEDGE ITS ASSETS PURSUANT TO
THE TERM LOAN DOCUMENTS OR ANY RENEWALS, REFINANCINGS, EXCHANGES, REFUNDINGS OR
EXTENSIONS THEREOF OR (II) THE ABILITY OF HOLDINGS OR ANY SUBSIDIARY OF HOLDINGS
TO CREATE, INCUR, ASSUME OR PERMIT TO EXIST ANY LIEN UPON ITS PROPERTY OR ASSETS
WHETHER NOW OWNED OR HEREAFTER ACQUIRED TO SECURE THE TERM LOAN OBLIGATIONS,
EXCEPT IN EACH CASE FOR PROHIBITIONS OR RESTRICTIONS EXISTING UNDER OR BY REASON
OF:
(I)
THIS AGREEMENT AND THE OTHER TERM LOAN DOCUMENTS;
(II)
APPLICABLE LAW;
85
(III)
RESTRICTIONS CONTAINED IN THE (A) THE SENIOR SUBORDINATED NOTES,
THE EXCHANGE NOTES AND THE INDENTURE RELATING THERETO AND THE EXISTING
CONVERTIBLE NOTES ALL AS IN EFFECT ON THE DATE OF THIS AGREEMENT, AND (B) THE
ABL DOCUMENTS AND, IF SUCH INDEBTEDNESS IS RENEWED, EXTENDED OR REFINANCED,
RESTRICTIONS IN THE AGREEMENTS GOVERNING ANY PERMITTED REFINANCING THEREOF;
(IV)
CUSTOMARY NON-ASSIGNMENT PROVISIONS WITH RESPECT TO LEASES OR
LICENSING AGREEMENTS ENTERED INTO BY THE COMPANY OR ANY OF ITS SUBSIDIARIES, IN
EACH CASE ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS AND CONSISTENT WITH
PAST PRACTICES;
(V)