NOR WILL HOLDINGS PERMIT ANY SUBSIDIARY TO, SELL, LEASE OR OTHERWISE
TRANSFER ANY PROPERTY OR ASSETS TO, OR PURCHASE, LEASE OR OTHERWISE ACQUIRE ANY
PROPERTY OR ASSETS FROM, OR OTHERWISE ENGAGE IN ANY OTHER TRANSACTIONS WITH, ANY
OF ITS AFFILIATES, EXCEPT (I) TRANSACTIONS IN THE ORDINARY COURSE OF BUSINESS 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 OR, IN THE CASE OF MANAGEMENT AND/OR FRANCHISE AGREEMENTS ARISING IN THE
ORDINARY COURSE OF BUSINESS, AGREEMENTS BETWEEN ANY SUBSIDIARY AND THE BORROWER
OR ANY OTHER SUBSIDIARY AS REASONABLY DEEMED APPROPRIATE BY THE BORROWER,
(II) TRANSACTIONS BETWEEN OR AMONG THE BORROWER AND THE SUBSIDIARY LOAN PARTIES
NOT INVOLVING ANY OTHER AFFILIATE, (III) PAYROLL, TRAVEL AND SIMILAR ADVANCES TO
COVER MATTERS PERMITTED UNDER SECTION 6.04(D), (IV)
THE PAYMENT OF REASONABLE
FEES TO DIRECTORS OR MANAGERS OF HOLDINGS, THE BORROWER OR ANY SUBSIDIARY WHO
ARE NOT EMPLOYEES OF HOLDINGS, THE BORROWER OR ANY SUBSIDIARY, AND COMPENSATION
AND EMPLOYEE BENEFIT ARRANGEMENTS PAID TO, AND INDEMNITIES PROVIDED FOR THE
BENEFIT OF, DIRECTORS, MANAGERS, OFFICERS OR EMPLOYEES OF HOLDINGS, THE BORROWER
OR THE SUBSIDIARIES
58
IN THE ORDINARY COURSE OF BUSINESS, (V) ANY ISSUANCES OF SECURITIES OR OTHER
PAYMENTS, AWARDS OR GRANTS IN CASH, SECURITIES OR OTHERWISE PURSUANT TO, OR THE
FUNDING OF, EMPLOYMENT AGREEMENTS, STOCK OPTIONS AND STOCK OWNERSHIP PLANS
APPROVED BY HOLDINGS'S BOARD OF DIRECTORS, (VI) EMPLOYMENT AND SEVERANCE
ARRANGEMENTS ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS BETWEEN HOLDINGS,
THE BORROWER OR ANY SUBSIDIARY AND ANY EMPLOYEE THEREOF AND APPROVED BY
HOLDINGS'S BOARD OF DIRECTORS, (VII) TRANSACTIONS CONTEMPLATED BY AND PAYMENTS
DUE TO IAN SCHRAGER UNDER THE CONSULTING AGREEMENT AND THE SERVICES AGREEMENT,
(VIII) ANY RESTRICTED PAYMENT PERMITTED BY SECTION 6.08 OR ANY DISTRIBUTIONS OF
CASH OR OTHER ASSETS FROM ANY PERSON TO ANY LOAN PARTY OR ANY SUBSIDIARY IN
RESPECT OF EQUITY INTERESTS HELD BY SUCH LOAN PARTY OR SUBSIDIARY IN THAT PERSON
AND (IX) CAPITAL CONTRIBUTIONS BY THE BORROWER TO A SUBSIDIARY OR BY A
SUBSIDIARY TO ANY OTHER SUBSIDIARY, PROVIDED THAT A FINANCIAL OFFICER HAS
DETERMINED IN GOOD FAITH THAT THE TERMS OF SUCH CONTRIBUTION ARE FAIR AND
REASONABLE TO THE CONTRIBUTING PARTY.
SECTION 6.10. RESTRICTIVE AGREEMENTS. NEITHER HOLDINGS NOR THE BORROWER WILL,
NOR WILL HOLDINGS PERMIT ANY SUBSIDIARY TO, DIRECTLY OR INDIRECTLY, ENTER INTO,
INCUR OR PERMIT TO EXIST ANY AGREEMENT OR OTHER ARRANGEMENT THAT PROHIBITS,
RESTRICTS OR IMPOSES ANY CONDITION UPON (A) THE ABILITY OF HOLDINGS, THE
BORROWER OR ANY SUBSIDIARY TO CREATE, INCUR OR PERMIT TO EXIST ANY LIEN UPON ANY
OF ITS PROPERTY OR ASSETS OR (B) THE ABILITY OF ANY SUBSIDIARY TO PAY DIVIDENDS
OR OTHER DISTRIBUTIONS WITH RESPECT TO ANY OF ITS EQUITY INTERESTS OR TO MAKE OR
REPAY LOANS OR ADVANCES TO THE BORROWER OR ANY OTHER SUBSIDIARY OR TO GUARANTEE
INDEBTEDNESS OF THE BORROWER OR ANY OTHER SUBSIDIARY, PROVIDED THAT (I) THE
FOREGOING SHALL NOT APPLY TO RESTRICTIONS AND CONDITIONS IMPOSED BY (A)