ARE AT PRICES AND ON TERMS AND CONDITIONS NOT LESS FAVORABLE
TO THE PARENT BORROWER OR SUCH SUBSIDIARY THAN COULD BE OBTAINED ON AN
ARM'S-LENGTH BASIS FROM UNRELATED THIRD PARTIES, (B) TRANSACTIONS BETWEEN OR
AMONG THE PARENT BORROWER AND ANY SUBSIDIARY LOAN PARTY NOT INVOLVING ANY OTHER
AFFILIATE, (C) TRANSACTIONS BETWEEN OR AMONG THE PARENT BORROWER AND ANY
AFFILIATE THAT IS NOT A LOAN PARTY SO LONG AS SUCH TRANSACTIONS (OTHER THAN
TRANSACTIONS PERMITTED PURSUANT TO SECTION 6.05(B)) ARE EXPRESSLY PERMITTED
HEREBY, (D) THE PAYMENT OF REASONABLE FEES TO DIRECTORS OF HOLDINGS, THE PARENT
BORROWER OR ANY SUBSIDIARY WHO ARE NOT EMPLOYEES OF HOLDINGS, THE PARENT
BORROWER OR ANY SUBSIDIARY, AND COMPENSATION AND EMPLOYEE BENEFIT ARRANGEMENTS
PAID TO, AND INDEMNITIES PROVIDED FOR THE BENEFIT OF, AND EMPLOYMENT SEVERANCE
ARRANGEMENTS ENTERED INTO WITH, DIRECTORS, OFFICERS OR EMPLOYEES OF HOLDINGS,
THE PARENT BORROWER OR THE SUBSIDIARIES IN THE ORDINARY COURSE OF BUSINESS,
(E) 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 THE PARENT BORROWER'S BOARD
OF DIRECTORS, (F) (A) SO LONG AS NO EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING, THE PAYMENT OF MANAGEMENT, CONSULTING AND ADVISORY FEES TO THE
SPONSOR OR ANY SPONSOR AFFILIATE IN AN AMOUNT NOT TO EXCEED, IN ANY FISCAL YEAR,
THE GREATER OF (I) $1,000,000 AND (II) 2.00% OF EBITDA (AS SUCH TERM IS DEFINED
IN THE MANAGEMENT SERVICES AGREEMENT) FOR THE IMMEDIATELY PRECEDING FISCAL YEAR,
(B) THE PAYMENT OF TRANSACTION FEES IN RESPECT OF THE ORIGINAL TRANSACTION TO
THE SPONSOR OR ANY SPONSOR AFFILIATE ON THE EFFECTIVE DATE IN AN AMOUNT NOT TO
EXCEED $4,650,000 AND OTHERWISE AS SET FORTH IN THE MANAGEMENT SERVICES
AGREEMENT, A COPY OF WHICH HAS BEEN DELIVERED TO THE ADMINISTRATIVE AGENT PRIOR
TO THE EFFECTIVE DATE, AND (C) THE REIMBURSEMENT OF REASONABLE OUT-OF-POCKET
COSTS AND EXPENSES OF THE SPONSOR OR ANY SPONSOR AFFILIATE INCURRED IN
CONNECTION WITH MANAGEMENT, CONSULTING AND ADVISORY SERVICES, PROVIDED THAT, TO
THE EXTENT THAT ANY OF THE FEES AND EXPENSES REFERENCED IN THIS CLAUSE (F) ARE
NOT PERMITTED TO BE PAID AT ANY TIME AS A RESULT OF A FAILURE TO MEET THE
CONDITIONS SET FORTH IN THIS CLAUSE (F), SUCH FEES AND EXPENSES MAY BE ACCRUED
AND PAID AT SUCH TIME WHEN SUCH CONDITIONS ARE, AND CONTINUE TO BE, SATISFIED,
(G) ANY CONTRIBUTION TO THE CAPITAL OF HOLDINGS BY THE PERMITTED HOLDERS OR ANY
PURCHASE OF EQUITY INTERESTS OF HOLDINGS BY THE PERMITTED HOLDERS, (H) ANY
RESTRICTED PAYMENT PERMITTED UNDER SECTION 6.08 AND (I) ANY TRANSACTIONS
DESCRIBED ON SCHEDULE 6.09.
IT IS HEREBY UNDERSTOOD AND AGREED THAT THE
INCURRENCE OF ANY TERM LOANS HEREUNDER SHALL NOT VIOLATE THIS SECTION 6.09.
SECTION 6.10.
RESTRICTIVE AGREEMENTS.
NO LOAN PARTY WILL, NOR WILL IT PERMIT
ANY OF ITS SUBSIDIARIES 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