OTHER PAYMENTS, AWARDS OR GRANTS IN CASH,
SECURITIES OR OTHERWISE PURSUANT TO, OR THE FUNDING OF, EMPLOYMENT AGREEMENTS,
EQUITY INCENTIVE AND EMPLOYEE BENEFIT PLANS APPROVED BY HOLDINGS' BOARD OF
DIRECTORS.
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 ARRANGEMENT 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, OR
(B) THE ABILITY OF ANY SUBSIDIARY 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
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APPLY TO RESTRICTIONS AND CONDITIONS IMPOSED BY LAW OR BY ANY LOAN DOCUMENT,
(II) THE FOREGOING SHALL NOT APPLY TO RESTRICTIONS AND CONDITIONS EXISTING ON
THE DATE HEREOF IDENTIFIED ON SCHEDULE 6.10 (BUT SHALL APPLY TO ANY EXTENSION OR
RENEWAL OF, OR ANY AMENDMENT OR MODIFICATION, IN EACH CASE EXPANDING 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 OR AN ASSET PENDING SUCH SALE; PROVIDED SUCH RESTRICTIONS
AND CONDITIONS APPLY ONLY TO THE SUBSIDIARY OR ASSET THAT IS TO BE SOLD AND SUCH
SALE IS PERMITTED HEREUNDER, (IV) 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, (V) CLAUSE
(A) OF THE FOREGOING SHALL NOT APPLY TO CUSTOMARY PROVISIONS IN LICENSES OR
LEASES RESTRICTING THE ASSIGNMENT THEREOF AND (VI) THE FOREGOING SHALL NOT APPLY
TO (1) ANY RESTRICTION IN ANY AGREEMENT OF ANY PERSON IN EFFECT AT THE TIME SUCH
PERSON BECOMES A SUBSIDIARY SO LONG AS SUCH RESTRICTION IS NOT ENTERED INTO IN
CONTEMPLATION OF SUCH PERSON BECOMING A SUBSIDIARY, (2) CUSTOMARY RESTRICTIONS
AND CONDITIONS IN JOINT VENTURES OR SIMILAR ARRANGEMENTS AND (3) CUSTOMARY
RESTRICTIONS ON THEN-MARKET TERMS (FOR THE APPLICABLE INDEBTEDNESS) UNDER ANY
INDEBTEDNESS PERMITTED UNDER SECTION 6.01 (SO LONG AS, IN THE CASE OF
INDEBTEDNESS UNDER CLAUSES (B) OR (F) OF SECTION 6.01, THE RESTRICTIONS IMPOSED
BY ANY SUCH INDEBTEDNESS WHICH CONSTITUTES EXTENDED, RENEWED, REPLACED OR
REFINANCED INDEBTEDNESS ARE NOT MORE RESTRICTIVE THAN THE RESTRICTIONS IN THE
APPLICABLE ORIGINAL INDEBTEDNESS).
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) AGREEMENT RELATING TO ANY SUBORDINATED INDEBTEDNESS OR ANY MATERIAL
INDEBTEDNESS OR (B) ITS CERTIFICATE OF INCORPORATION, BY-LAWS, OPERATING,
MANAGEMENT OR PARTNERSHIP AGREEMENT OR OTHER ORGANIZATIONAL DOCUMENTS, TO THE
EXTENT ANY SUCH AMENDMENT, MODIFICATION OR WAIVER WOULD