ORDINARY COURSE OF BUSINESS
AND IN A MANNER CONSISTENT WITH PAST PRACTICE,
(XIV)
ANY AGREEMENT TO PAY, AND THE PAYMENT OF, MONITORING, MANAGEMENT,
TRANSACTION, ADVISORY OR SIMILAR FEES PAYABLE TO THE FUND OR ANY FUND AFFILIATE
(A) IN AN AGGREGATE AMOUNT IN ANY FISCAL YEAR NOT TO EXCEED THE SUM OF (1) THE
GREATER OF $2.5 MILLION AND 1.5% OF EBITDA, PLUS REASONABLE OUT OF POCKET COSTS
AND EXPENSES IN CONNECTION THEREWITH AND UNPAID AMOUNTS ACCRUED FOR PRIOR
PERIODS; PLUS (2) ANY DEFERRED FEES (TO THE EXTENT SUCH FEES WERE WITHIN SUCH
AMOUNT IN CLAUSE (A)(1) ABOVE ORIGINALLY), PLUS (B) 1.5% OF THE VALUE OF
TRANSACTIONS WITH RESPECT TO WHICH THE FUND OR ANY FUND AFFILIATE PROVIDES ANY
TRANSACTION, ADVISORY OR OTHER SERVICES, PLUS (C) A TRANSACTION FEE OF NOT MORE
THAN $20.0 MILLION TO BE PAID TO THE FUND OR A FUND AFFILIATE IN CONNECTION WITH
THE TRANSACTIONS ON THE CLOSING DATE, PLUS (D) SO LONG AS NO EVENT OF DEFAULT
HAS OCCURRED AND IS CONTINUING, IN THE EVENT OF A QUALIFIED IPO, THE PRESENT
VALUE OF ALL FUTURE AMOUNTS PAYABLE PURSUANT TO ANY AGREEMENT REFERRED TO IN
CLAUSE (A)(1) ABOVE IN CONNECTION WITH THE TERMINATION OF SUCH AGREEMENT WITH
THE FUND AND ITS FUND AFFILIATES; PROVIDED, THAT IF ANY SUCH PAYMENT PURSUANT TO
CLAUSE (D) IS NOT PERMITTED TO BE PAID AS A RESULT OF AN EVENT OF DEFAULT, SUCH
PAYMENT SHALL ACCRUE AND MAY BE PAYABLE WHEN NO EVENTS OF DEFAULT ARE CONTINUING
TO THE EXTENT THAT NO FURTHER EVENT OF DEFAULT WOULD RESULT THEREFROM,
(XV)
THE ISSUANCE, SALE, TRANSFER OF EQUITY INTERESTS OF BORROWERS TO
HOLDINGS AND CAPITAL CONTRIBUTIONS BY HOLDINGS TO BORROWERS,
(XVI)
THE ISSUANCE OF EQUITY INTERESTS TO THE MANAGEMENT OF HOLDINGS, THE
BORROWERS OR ANY SUBSIDIARY IN CONNECTION WITH THE TRANSACTIONS,
(XVII)
PAYMENTS BY HOLDINGS (AND ANY PARENT ENTITY), THE BORROWERS AND THE
SUBSIDIARIES PURSUANT TO TAX SHARING AGREEMENTS AMONG HOLDINGS (AND ANY SUCH
PARENT ENTITY), THE BORROWERS AND THE SUBSIDIARIES ON CUSTOMARY TERMS THAT
REQUIRE EACH PARTY TO MAKE PAYMENTS WHEN SUCH TAXES ARE DUE OR REFUNDS RECEIVED
OF AMOUNTS EQUAL TO THE INCOME TAX LIABILITIES AND REFUNDS GENERATED BY EACH
SUCH PARTY CALCULATED ON A SEPARATE RETURN BASIS AND PAYMENTS TO THE PARTY
GENERATING TAX BENEFITS AND CREDITS OF AMOUNTS EQUAL TO THE VALUE OF SUCH TAX
BENEFITS AND CREDITS MADE AVAILABLE TO THE GROUP BY SUCH PARTY, OR
(XVIII)
TRANSACTIONS PURSUANT TO ANY PERMITTED RECEIVABLES FINANCING.
(XIX)
PAYMENTS OR LOANS (OR CANCELLATION OF LOANS) TO EMPLOYEES OR
CONSULTANTS THAT ARE (I) APPROVED BY A MAJORITY OF THE BOARD OF DIRECTORS OF THE
BORROWERS IN GOOD
117
FAITH, (II) MADE IN COMPLIANCE WITH APPLICABLE LAW AND (III) OTHERWISE PERMITTED
UNDER THIS AGREEMENT;
(XX)
TRANSACTIONS WITH CUSTOMERS, CLIENTS, SUPPLIERS, OR PURCHASERS OR
SELLERS OF GOODS OR SERVICES, IN EACH CASE IN THE ORDINARY COURSE OF BUSINESS
AND OTHERWISE IN COMPLIANCE WITH THE TERMS OF THIS AGREEMENT THAT ARE FAIR TO
THE BORROWERS OR THE SUBSIDIARIES;
(XXI)
TRANSACTIONS BETWEEN THE BORROWERS OR