AS FROM TIME TO TIME IN EFFECT, WHICH PROCEDURES REQUIRE THE APPROVAL
OF AN ANNUAL OPERATING BUDGET, CAPITAL EXPENDITURE BUDGET AND CASH FLOW
PROJECTIONS AND REQUIRE MANAGEMENT OF OPERATING COMPANIES TO SEEK APPROVAL PRIOR
TO MATERIAL DEVIATIONS FROM SUCH BUDGETS.
IF ANY AFFILIATE OF MDC PARTNERS
(OTHER THAN THE COMPANY OR ANY OF ITS SUBSIDIARIES) FAILS TO MEET ITS
OBLIGATIONS UNDER THE MDC CASH MANAGEMENT PROGRAM, THEN MDC PARTNERS SHALL
SATISFY SUCH OBLIGATIONS TO THE EXTENT THAT SUCH AFFILIATE FAILED TO DO SO.
(E)
THE PARTIES HERETO FURTHER AGREE THAT THE
COMPANY SHALL HEREBY ADOPT, AND SHALL TAKE APPROPRIATE STEPS TO CAUSE THE
EMPLOYEES OF THE COMPANY TO COMPLY WITH, THE CODE OF CONDUCT OF MDC PARTNERS, AS
THE SAME MAY BE AMENDED FROM TIME TO TIME.
(F)
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED IN THIS AGREEMENT, IN CONSIDERATION FOR THE PAYMENT OF THE PURCHASE
PRICE UNDER SECTION 2.1 OF THE PURCHASE AGREEMENT AND FOR OTHER GOOD AND
VALUABLE CONSIDERATION, THE PARTIES HERETO HEREBY (I) AGREE THAT MDC PARTNERS
AND/OR ANY OF ITS AFFILIATES, IN CONNECTION WITH ITS OR ANY OF ITS AFFILIATES'
CURRENT OR FUTURE CREDIT FACILITIES, DEBT OFFERINGS (INCLUDING, WITHOUT
LIMITATION, SENIOR, SUBORDINATED OR MEZZANINE DEBT ISSUED IN A PUBLIC OFFERING
OR A REGULATION S OR RULE 144A PRIVATE PLACEMENT) OR ANY OTHER DEBT AGREEMENTS,
SHALL BE ENTITLED TO: (W) PLEDGE OR GRANT A SECURITY INTEREST IN OR OTHERWISE
HAVE A LIEN PLACED UPON MDC'S MEMBERSHIP INTERESTS; (X) PLEDGE OR GRANT A
SECURITY INTEREST IN OR OTHERWISE HAVE A LIEN PLACED UPON THE ASSETS AND
PROPERTIES OF THE COMPANY AND/OR ITS SUBSIDIARIES; (Y) ASSIGN ALL OF ITS RIGHTS,
BENEFIT, TITLE AND INTEREST IN THE COMPANY AND DISTRIBUTIONS THEREFROM,
INCLUDING, WITHOUT LIMITATION, ALL RIGHTS AND CLAIMS PURSUANT TO AND UNDER ANY
PUT OR CALL TO, OR TO AN AGENT OR REPRESENTATIVE ON BEHALF OF, ITS BANK OR
LENDER OR GROUP OF BANKS OR GROUP OF LENDERS OR HOLDERS OF ITS OTHER SENIOR DEBT
(AS APPLICABLE AND COLLECTIVELY, THE "LENDER"); AND (Z) HAVE THE COMPANY AND/OR
ITS SUBSIDIARIES PROVIDE GUARANTEES AND SUCH OTHER ANCILLARY SECURITY AND
RELATED DOCUMENTATION AS REASONABLY REQUIRED BY THE LENDER FROM TIME TO TIME
(THE ITEMS IN (W), (X), (Y) AND (Z) BEING COLLECTIVELY REFERRED TO AS AN "MDC
FINANCING"); AND (II) CONSENT UNCONDITIONALLY TO (X) THE GRANTING OF ALL
SECURITY AND THE EXECUTION OF ALL DOCUMENTS REQUIRED IN CONNECTION WITH AN MDC
FINANCING AND THE ENFORCEMENT THEREOF, WHERE APPLICABLE, BY THE LENDER; AND (Y)
ANY TRANSACTION BY WHICH THE LENDER BECOMES THE ABSOLUTE LEGAL AND BENEFICIAL
OWNER OF ANY MEMBERSHIP INTERESTS WHICH HAVE BEEN PLEDGED OR ASSIGNED BY IT.
15
(G)
MDC PARTNERS SHALL CAUSE SUFFICIENT WORKING
CAPITAL TO BE MADE AVAILABLE TO THE COMPANY AS SHALL BE DETERMINED BY THE BOARD
OF MANAGERS TO BE REASONABLY NECESSARY TO EXECUTE UPON ITS APPROVED ANNUAL
OPERATING AND CAPITAL EXPENDITURE BUDGETS, BUT IN NO EVENT SHALL MDC PARTNERS OR
ANY OF ITS AFFILIATES BE REQUIRED TO FUND LOSSES OF THE COMPANY OR ANY OF ITS
SUBSIDIARIES.