STOCK OWNERSHIP PLANS APPROVED BY THE BOARD OF DIRECTORS OF THE BORROWER;
(E)
THE GRANT OF STOCK OPTIONS OR SIMILAR
RIGHTS IN RESPECT OF EQUITY INTERESTS IN THE PARENT TO EMPLOYEES AND DIRECTORS
OF THE PARENT, THE BORROWER OR THE SUBSIDIARIES PURSUANT TO PLANS APPROVED BY
THE BOARD OF DIRECTORS OF THE PARENT, THE BORROWER OR SUCH SUBSIDIARIES;
(F)
CUSTOMARY INDEMNIFICATION AND INSURANCE
ARRANGEMENTS IN FAVOR OF OFFICERS, DIRECTORS, EMPLOYEES AND CONSULTANTS OF THE
PARENT, THE BORROWER OR ANY SUBSIDIARY;
(G)
THE EXISTENCE OF, OR THE PERFORMANCE BY THE
PARENT, THE BORROWER OR ANY SUBSIDIARY OF THE OBLIGATIONS UNDER THE TERMS OF,
ANY STOCKHOLDERS AGREEMENTS (INCLUDING ANY REGISTRATION RIGHTS AGREEMENT OR
PURCHASE AGREEMENT RELATED THERETO), SERVICE AGREEMENTS AND OTHER AGREEMENTS
WITH AFFILIATES TO WHICH IT IS A PARTY AS OF THE CLOSING DATE, WHICH AGREEMENTS
ARE LISTED ON SCHEDULE 6.09, AS SUCH AGREEMENTS MAYBE AMENDED ON TERMS
REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT FROM TIME TO TIME PURSUANT
TO THE TERMS THEREOF, PROVIDED, HOWEVER,
90
THAT THE TERMS OF ANY SUCH AMENDMENT ARE NO LESS FAVORABLE TO THE LENDERS THAN
THE TERMS OF ANY SUCH AGREEMENTS IN EFFECT AS OF THE CLOSING DATE;
(H)
THE ISSUANCE OF EQUITY INTERESTS (OTHER THAN
DISQUALIFIED STOCK) OF THE PARENT FOR CASH TO THE SPONSOR OR SENIOR MANAGEMENT
OF THE PARENT OR THE BORROWER;
(I)
THE PAYMENTS BY THE PARENT, THE BORROWER
OR THE SUBSIDIARIES TO SPONSOR FOR ANY FINANCIAL ADVISORY, FINANCING,
UNDERWRITING OR OTHER PLACEMENT SERVICES OR IN RESPECT OF OTHER INVESTMENT
BANKING ACTIVITIES INCLUDING WITH RESPECT TO ACQUISITIONS OR DIVESTITURES THAT
HAVE BEEN APPROVED BY THE INDEPENDENT MEMBERS OF THE BOARD OF DIRECTORS OF SUCH
LOAN PARTY; AND
(J)
TRANSACTIONS TO THE EXTENT PERMITTED
UNDER SECTIONS 6.01 OR 6.04.
SECTION 6.10
RESTRICTIVE AGREEMENTS.
NEITHER THE PARENT NOR THE BORROWER WILL,
NOR WILL THEY 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 THE PARENT, THE
BORROWER OR ANY SUBSIDIARY TO CREATE, INCUR OR PERMIT TO EXIST ANY LIEN SECURING
THE OBLIGATIONS UPON ANY OF ITS PROPERTY OR ASSETS OR (B) THE ABILITY OF ANY
SUBSIDIARY TO PAY DIVIDENDS OR OTHER DISTRIBUTIONS TO THE LOAN PARTIES WITH
RESPECT TO ANY SHARES OF ITS CAPITAL STOCK OR TO MAKE OR REPAY LOANS OR ADVANCES
TO THE BORROWER OR ANY OTHER SUBSIDIARY LOAN PARTY OR TO GUARANTEE OBLIGATIONS
OF THE BORROWER, PROVIDED THAT (I) THE FOREGOING SHALL NOT APPLY TO RESTRICTIONS
AND CONDITIONS IMPOSED BY LAW OR BY ANY LOAN DOCUMENT, PERMITTED ADDITIONAL
INDEBTEDNESS, PERMITTED SENIOR UNSECURED INDEBTEDNESS IN ACCORDANCE WITH
SECTION 6.01(A)(XIII), SENIOR SUBORDINATED DEBT DOCUMENT OR SENIOR UNSECURED
DEBT DOCUMENT, PROVIDED THAT THE TERMS THEREIN ARE NO MORE RESTRICTIVE TO THE
APPLICABLE LOAN PARTY PARTY THERETO THAN THOSE CONTAINED HEREIN, TAKEN AS A
WHOLE, AND IN ANY EVENT SHALL PERMIT LIENS SECURING THE OBLIGATIONS IN FAVOR OF
THE ADMINISTRATIVE AGENT, (II) THE FOREGOING SHALL NOT APPLY TO RESTRICTIONS AND
CONDITIONS