SUBSIDIARY LOAN PARTIES
NOT INVOLVING ANY OTHER AFFILIATE, (III) PAYROLL, TRAVEL AND SIMILAR ADVANCES TO
COVER MATTERS PERMITTED UNDER SECTION 6.04(D), (IV)
THE PAYMENT OF REASONABLE
FEES TO DIRECTORS OR MANAGERS OF HOLDINGS, THE BORROWER OR ANY SUBSIDIARY WHO
ARE NOT EMPLOYEES OF HOLDINGS, THE BORROWER OR ANY SUBSIDIARY, AND COMPENSATION
AND EMPLOYEE BENEFIT ARRANGEMENTS PAID TO, AND INDEMNITIES PROVIDED FOR THE
BENEFIT OF, DIRECTORS, MANAGERS, OFFICERS OR EMPLOYEES OF HOLDINGS, THE BORROWER
OR THE SUBSIDIARIES IN THE ORDINARY COURSE OF BUSINESS, (V) 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 HOLDINGS'S BOARD OF DIRECTORS, (VI) EMPLOYMENT AND
SEVERANCE ARRANGEMENTS ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS BETWEEN
HOLDINGS, THE BORROWER OR ANY SUBSIDIARY AND ANY EMPLOYEE THEREOF AND APPROVED
BY HOLDINGS'S BOARD OF DIRECTORS, (VII) TRANSACTIONS CONTEMPLATED BY AND
PAYMENTS DUE TO IAN SCHRAGER UNDER THE CONSULTING AGREEMENT AND THE SERVICES
AGREEMENT, (VIII) ANY RESTRICTED PAYMENT PERMITTED BY SECTION 6.08 OR ANY
DISTRIBUTIONS OF CASH OR OTHER ASSETS FROM ANY PERSON TO ANY LOAN PARTY OR ANY
SUBSIDIARY IN RESPECT OF EQUITY INTERESTS HELD BY SUCH LOAN PARTY OR SUBSIDIARY
IN THAT PERSON AND (IX) CAPITAL CONTRIBUTIONS BY THE BORROWER TO A SUBSIDIARY OR
BY A SUBSIDIARY TO ANY OTHER SUBSIDIARY, PROVIDED THAT A FINANCIAL OFFICER HAS
DETERMINED IN GOOD FAITH THAT THE TERMS OF SUCH CONTRIBUTION ARE FAIR AND
REASONABLE TO THE CONTRIBUTING PARTY.
SECTION 6.10. RESTRICTIVE AGREEMENTS. NEITHER HOLDINGS 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 HOLDINGS, THE
BORROWER OR ANY SUBSIDIARY 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 OF ITS EQUITY INTERESTS 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 (A) LAW OR
(B) ANY LOAN DOCUMENT OR THE MANAGEMENT TERM LOAN CREDIT AGREEMENT, (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, MODIFICATION OR REPLACEMENT 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 ANY ASSETS PENDING SUCH SALE, PROVIDED THAT SUCH RESTRICTIONS AND
CONDITIONS APPLY ONLY TO THE SUBSIDIARY OR ASSETS THAT IS OR ARE TO BE SOLD AND
SUCH SALE IS PERMITTED HEREUNDER, (IV) THE FOREGOING SHALL NOT APPLY TO
RESTRICTIONS OR CONDITIONS IMPOSED BY ANY