SUCH PROCEEDS ARE
CONTRIBUTED TO UHS) OR ANY BORROWER OR ANY RESTRICTED SUBSIDIARY AFTER THE
CLOSING DATE (PROVIDED THAT THE BORROWERS MAY ELECT TO APPLY ALL OR ANY PORTION
OF THE AGGREGATE INCREASE CONTEMPLATED BY CLAUSES (1), (2) AND (3) ABOVE IN ANY
CALENDAR YEAR) LESS (4) THE AMOUNT OF ANY RESTRICTED PAYMENTS PREVIOUSLY MADE
PURSUANT TO CLAUSES (1), (2) AND (3) OF THIS CLAUSE (D)(IV);
(IV)
TO FINANCE ANY INVESTMENT PERMITTED TO BE MADE PURSUANT TO SECTION
7.02; PROVIDED THAT (A) SUCH RESTRICTED PAYMENT SHALL BE MADE SUBSTANTIALLY
CONCURRENTLY WITH THE CLOSING OR CONSUMMATION OF SUCH INVESTMENT OR AT FUTURE
TIMES AS MAY BE SCHEDULED AT THE TIME OF SUCH CLOSING OR CONSUMMATION TO BE MADE
THEREAFTER IN CONNECTION THEREWITH AND (B) PARENT SHALL, IMMEDIATELY FOLLOWING
THE CLOSING OR CONSUMMATION THEREOF, CAUSE OR HAVE CAUSED (1) ALL PROPERTY
ACQUIRED (WHETHER ASSETS OR EQUITY INTERESTS) TO BE CONTRIBUTED TO A BORROWER OR
A LOAN PARTY (OR A PERSON THAT WILL BECOME A LOAN PARTY UPON RECEIPT OF SUCH
CONTRIBUTION) OR (2) THE MERGER (TO THE EXTENT PERMITTED IN SECTION 7.04) OF THE
PERSON FORMED OR ACQUIRED INTO A BORROWER OR A LOAN PARTY IN ORDER TO CONSUMMATE
SUCH PERMITTED ACQUISITION, IN EACH CASE, IN ACCORDANCE WITH THE REQUIREMENTS OF
SECTION 6.12;
(V)
THE PROCEEDS OF WHICH SHALL BE USED BY PARENT TO MAKE CASH
PAYMENTS IN LIEU OF THE ISSUANCE OF FRACTIONAL SHARES IN CONNECTION WITH THE
EXERCISE OF WARRANTS, OPTIONS OR OTHER SECURITIES CONVERTIBLE INTO OR
EXCHANGEABLE FOR EQUITY INTERESTS OF PARENT (OR, AFTER A QUALIFYING IPO OF UHS,
OF UHS); PROVIDED THAT ANY SUCH CASH PAYMENT SHALL NOT BE FOR THE PURPOSE OF
EVADING THE LIMITATIONS SET FORTH IN THIS SECTION 7.06 (AS DETERMINED IN GOOD
FAITH BY THE BOARD OF DIRECTORS OR THE MANAGING BOARD, AS THE CASE MAY BE, OF
UHS (OR ANY AUTHORIZED COMMITTEE THEREOF));
(VI)
THE PROCEEDS OF WHICH SHALL BE USED BY PARENT FOR DISTRIBUTION TO
PARENT TO PAY FEES AND EXPENSES (OTHER THAN TO AFFILIATES) RELATED TO ANY
UNSUCCESSFUL EQUITY OR DEBT OFFERING PERMITTED BY THIS AGREEMENT;
(VII)
THE PROCEEDS OF WHICH SHALL BE USED BY PARENT TO PAY CUSTOMARY
SALARY, BONUS AND OTHER BENEFITS PAYABLE TO OFFICERS AND EMPLOYEES OF PARENT TO
THE EXTENT SUCH SALARIES, BONUSES AND
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OTHER BENEFITS ARE DIRECTLY ATTRIBUTABLE TO THE OWNERSHIP OR OPERATIONS OF THE
BORROWERS AND THE RESTRICTED SUBSIDIARIES; AND
(VIII)
THE PROCEEDS OF WHICH SHALL BE USED BY PARENT TO PAY AMOUNTS OWING
PURSUANT TO THE SPONSOR MANAGEMENT AGREEMENT, OR OTHER AMOUNTS OF THE TYPE
DESCRIBED IN SECTION 7.08(D) OR SECTION 7.08(K), IN EACH CASE TO THE EXTENT THE
APPLICABLE PAYMENT WOULD BE PERMITTED UNDER THE APPLICABLE CLAUSE IN SECTION
7.08 IF SUCH PAYMENT WERE TO BE MADE BY A LOAN PARTY; AND
(E)
SO LONG AS (I) NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED
AND BE CONTINUING OR WOULD RESULT THEREFROM AND (II) THE LEVERAGE RATIO AS OF
THE LAST DAY OF THE IMMEDIATELY PRECEDING FOUR FISCAL QUARTERS WAS