distribution of property, assets, Equity Interests,
obligations or securities to its stockholders, partners or members (or the
equivalent Persons thereof) as such (any of the foregoing, a "Restricted
Payment"), or permit any of its Subsidiaries to do any of the foregoing, or
permit any of its Subsidiaries to purchase, redeem, retire, defease or otherwise
acquire for value any Equity Interests in the Borrower (or, after the Holdings
Company Event, Holdings), or to issue or sell any of its Equity Interests in
order to acquire such Equity Interests, or, in the case of any Loan Party, issue
or sell any Equity Interests to any Person that is not a Loan Party (provided
that the Borrower or, after the Holdings Company Event, Holdings, may issue and
sell Equity Interests to the extent not otherwise prohibited hereunder), except
that so long as no Default shall have occurred and be continuing at the time of
any of the transactions described in clause (f)(iv), (g)(iv), (i) or (j) or
would occur as a result thereof:
(A)
THE BORROWER MAY CONSUMMATE THE PREFERRED
STOCK REDEMPTION;
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(B)
HOLDINGS AND EACH OF ITS SUBSIDIARIES MAY
DECLARE AND MAKE DIVIDENDS AND OTHER DISTRIBUTIONS ON ITS OUTSTANDING EQUITY
INTERESTS PAYABLE IN SUCH EQUITY INTERESTS (OTHER THAN REDEEMABLE EQUITY
INTERESTS);
(C)
ANY OF THE SUBSIDIARIES OF THE BORROWER MAY
DECLARE AND PAY OR MAKE DIVIDENDS AND OTHER DISTRIBUTIONS IN CASH OR IN
ADDITIONAL EQUITY INTERESTS THEREIN TO THE BORROWER OR ANY OF ITS SUBSIDIARIES;
PROVIDED THAT SUCH ADDITIONAL EQUITY INTERESTS ISSUED TO A LOAN PARTY SHALL, TO
THE EXTENT REQUIRED UNDER THE TERMS OF THE APPLICABLE COLLATERAL DOCUMENTS, BE
PLEDGED AS COLLATERAL THEREUNDER TO THE ADMINISTRATIVE AGENT, ON BEHALF OF THE
SECURED PARTIES, IMMEDIATELY UPON THE ISSUANCE THEREOF;
(D)
ANY OF THE NON-WHOLLY OWNED SUBSIDIARIES OF
THE BORROWER MAY DECLARE AND PAY OR MAKE DIVIDENDS AND OTHER DISTRIBUTIONS TO
ITS SHAREHOLDERS, PARTNERS OR MEMBERS (OR THE EQUIVALENT PERSONS THEREOF)
GENERALLY SO LONG AS THE BORROWER AND EACH OF THE RESTRICTED SUBSIDIARIES THAT
OWN ANY OF THE EQUITY INTERESTS THEREIN RECEIVE AT LEAST THEIR RESPECTIVE
PROPORTIONATE SHARES OF ANY SUCH DIVIDEND OR DISTRIBUTION (BASED UPON THEIR
RELATIVE HOLDINGS OF THE EQUITY INTERESTS THEREIN AND TAKING INTO ACCOUNT THE
RELATIVE PREFERENCES, IF ANY, OF THE VARIOUS CLASSES OF THE EQUITY INTERESTS
THEREIN);
(E)
TO THE EXTENT CONSTITUTING RESTRICTED
PAYMENTS, THE BORROWER AND ITS SUBSIDIARIES MAY ENTER INTO TRANSACTIONS
PERMITTED BY SECTION 6.10 OR 7.03;
(F)
ANY SUBSIDIARY OF HOLDINGS MAY MAKE
RESTRICTED PAYMENTS TO HOLDINGS:
(I)
THE PROCEEDS OF WHICH WILL BE USED TO
PAY THE TAX LIABILITY FOR THE RELEVANT JURISDICTION IN RESPECT OF CONSOLIDATED,
COMBINED, UNITARY OR AFFILIATED RETURNS FOR THE RELEVANT JURISDICTION OF
HOLDINGS ATTRIBUTABLE TO THE BORROWER AND ITS SUBSIDIARIES DETERMINED AS IF THE
BORROWER AND ITS SUBSIDIARIES FILED SEPARATE RETURNS;
(II)
THE PROCEEDS OF WHICH SHALL BE USED BY
HOLDINGS TO PAY ITS OPERATING EXPENSES INCURRED IN THE ORDINARY COURSE OF
BUSINESS AND OTHER CORPORATE OVERHEAD COSTS AND EXPENSES (INCLUDING, WITHOUT
LIMITATION, ADMINISTRATIVE, LEGAL, ACCOUNTING AND