LEAST $60,000,000 AFTER GIVING
EFFECT TO SUCH PAYMENT, (I) ANY CONTRIBUTION TO THE CAPITAL OF HOLDINGS (OR ANY
DIRECT OR INDIRECT PARENT COMPANY THEREOF) BY THE SPONSORS OR ANY AFFILIATE
THEREOF OR ANY PURCHASE OF EQUITY INTERESTS OF HOLDINGS (OR ANY DIRECT OR
INDIRECT PARENT COMPANY THEREOF) BY THE SPONSORS OR ANY AFFILIATE THEREOF,
(J) THE TRANSACTIONS, (K) PAYMENTS BY HOLDINGS (AND ANY DIRECT OR INDIRECT
PARENT THEREOF), THE BORROWER AND ITS SUBSIDIARIES PURSUANT TO THE TAX SHARING
AGREEMENTS AMONG HOLDINGS (AND ANY SUCH PARENT THEREOF), THE BORROWER AND THE
SUBSIDIARIES ON CUSTOMARY TERMS TO THE EXTENT ATTRIBUTABLE TO THE OWNERSHIP OR
OPERATION OF THE BORROWER AND ITS SUBSIDIARIES, (L) TRANSACTIONS PURSUANT TO
PERMITTED AGREEMENTS IN EXISTENCE ON THE CLOSING DATE AND SET FORTH ON SCHEDULE
6.09 OR ANY AMENDMENT THERETO TO THE EXTENT SUCH AN AMENDMENT IS NOT ADVERSE TO
THE LENDERS IN ANY MATERIAL RESPECT AND (M) PAYMENTS BY THE BORROWER OR ANY
SUBSIDIARY TO ANY OF THE CO-INVESTORS FOR ANY FINANCIAL ADVISORY, FINANCING,
UNDERWRITING OR PLACEMENT SERVICES OR IN RESPECT OF OTHER INVESTMENT BANKING
ACTIVITIES, INCLUDING IN CONNECTION WITH ACQUISITIONS OR DIVESTITURES, WHICH
PAYMENTS ARE APPROVED BY A MAJORITY OF THE MEMBERS OF THE BOARD OF DIRECTORS OF
THE BORROWER IN GOOD FAITH.
SECTION 6.10. RESTRICTIVE AGREEMENTS.
NO LOAN PARTY WILL, NOR WILL IT PERMIT
ANY SUBSIDIARY TO, DIRECTLY OR INDIRECTLY, ENTER INTO, INCUR OR PERMIT TO EXIST
ANY AGREEMENT OR OTHER CONTRACTUAL ARRANGEMENT TO WHICH IT IS A PARTY OR BY
WHICH ITS PROPERTY IS BOUND THAT PROHIBITS, RESTRICTS OR IMPOSES ANY CONDITION
UPON (A) THE ABILITY OF SUCH LOAN PARTY OR ANY OF ITS SUBSIDIARIES TO CREATE,
INCUR OR PERMIT TO EXIST ANY LIEN UPON ANY OF ITS PROPERTY OR ASSETS FOR THE
BENEFIT OF THE LENDERS UNDER THE LOAN DOCUMENTS, OR (B) THE ABILITY OF ANY
SUBSIDIARY THAT IS NOT A LOAN PARTY TO PAY DIVIDENDS OR OTHER DISTRIBUTIONS WITH
RESPECT TO ANY SHARES OF ITS CAPITAL STOCK 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 LAW OR BY ANY LOAN DOCUMENT,
(II) THE FOREGOING SHALL NOT APPLY TO RESTRICTIONS AND CONDITIONS (A) EXISTING
ON THE DATE HEREOF IDENTIFIED ON SCHEDULE 6.10 AND (B) TO THE EXTENT ANY SUCH
RESTRICTIONS OR CONDITIONS PERMITTED BY CLAUSE (A) IS SET FORTH IN AN AGREEMENT
EVIDENCING INDEBTEDNESS, ARE SET FORTH IN ANY AGREEMENT EVIDENCING ANY PERMITTED
RENEWAL, EXTENSION OR REFINANCING OF SUCH INDEBTEDNESS SO LONG AS SUCH RENEWAL,
EXTENSION OR REFINANCING DOES NOT EXPAND THE SCOPE OF ANY SUCH RESTRICTION OR
CONDITION, (III) THE FOREGOING SHALL NOT APPLY TO CUSTOMARY RESTRICTIONS AND
CONDITIONS CONTAINED IN AGREEMENTS RELATING TO THE SALE OF A SUBSIDIARY PENDING
SUCH SALE, PROVIDED SUCH RESTRICTIONS AND CONDITIONS APPLY ONLY TO THE
SUBSIDIARY THAT IS TO BE SOLD AND SUCH SALE IS PERMITTED HEREUNDER, (IV) THE
FOREGOING SHALL NOT APPLY TO ANY