OTHER
DISTRIBUTIONS TO HOLDINGS IN RESPECT OF (I) OVERHEAD, LEGAL, ACCOUNTING AND
OTHER PROFESSIONAL FEES AND EXPENSES OF HOLDINGS OR ANY PARENT ENTITY, (II) FEES
AND EXPENSES RELATED TO ANY PUBLIC OFFERING OR PRIVATE PLACEMENT OF EQUITY
INTERESTS OF HOLDINGS OR ANY DIRECT OR INDIRECT PARENT OF HOLDINGS WHETHER OR
NOT CONSUMMATED, (III) FRANCHISE TAXES AND OTHER FEES, TAXES AND EXPENSES IN
CONNECTION WITH THE MAINTENANCE OF ITS EXISTENCE AND ITS (OR ANY PARENT ENTITY'S
INDIRECT) OWNERSHIP OF THE BORROWERS, (IV) PAYMENTS PERMITTED BY
SECTION 6.07(B), (V) THE TAX LIABILITY TO EACH RELEVANT JURISDICTION IN RESPECT
OF CONSOLIDATED, COMBINED, UNITARY OR AFFILIATED TAX RETURNS FOR THE RELEVANT
JURISDICTION OF HOLDINGS (OR ANY PARENT ENTITY) ATTRIBUTABLE TO HOLDINGS, THE
BORROWERS OR THEIR SUBSIDIARIES AND (VI) CUSTOMARY SALARY, BONUS AND OTHER
BENEFITS PAYABLE TO, AND INDEMNITIES PROVIDED ON BEHALF OF, OFFICERS AND
EMPLOYEES OF HOLDINGS OR ANY PARENT ENTITY, IN EACH CASE IN ORDER TO PERMIT
HOLDINGS OR ANY PARENT ENTITY TO MAKE SUCH PAYMENTS; PROVIDED, THAT IN THE CASE
OF CLAUSES (I), (II) AND (III), THE AMOUNT OF SUCH DIVIDENDS AND DISTRIBUTIONS
SHALL NOT EXCEED THE PORTION OF ANY AMOUNTS REFERRED TO IN SUCH CLAUSES (I),
(II) AND (III) THAT ARE ALLOCABLE TO THE BORROWERS AND THEIR SUBSIDIARIES (WHICH
SHALL BE 100% FOR SO LONG AS HOLDINGS OR SUCH PARENT ENTITY, AS THE CASE MAY BE,
OWNS NO ASSETS OTHER THAN THE EQUITY INTERESTS IN THE BORROWERS);
(C)
THE BORROWERS MAY DECLARE AND PAY DIVIDENDS OR MAKE OTHER
DISTRIBUTIONS TO HOLDINGS THE PROCEEDS OF WHICH ARE USED TO PURCHASE OR REDEEM
THE EQUITY INTERESTS OF HOLDINGS OR ANY PARENT ENTITY (INCLUDING RELATED STOCK
APPRECIATION RIGHTS OR SIMILAR SECURITIES) HELD BY THEN PRESENT OR FORMER
DIRECTORS, CONSULTANTS, OFFICERS OR EMPLOYEES OF HOLDINGS, THE BORROWERS OR ANY
OF THE SUBSIDIARIES OR BY ANY PLAN UPON SUCH PERSON'S DEATH, DISABILITY,
RETIREMENT OR TERMINATION OF EMPLOYMENT OR UNDER THE TERMS OF ANY SUCH PLAN OR
ANY OTHER AGREEMENT UNDER WHICH SUCH SHARES OF STOCK OR RELATED RIGHTS WERE
ISSUED; PROVIDED, THAT THE AGGREGATE AMOUNT OF SUCH PURCHASES OR REDEMPTIONS
UNDER THIS PARAGRAPH (C) SHALL NOT EXCEED IN ANY FISCAL YEAR $15.0 MILLION (PLUS
THE AMOUNT OF NET PROCEEDS CONTRIBUTED TO THE BORROWERS THAT WERE (X) RECEIVED
BY HOLDINGS AND ANY PARENT ENTITY DURING SUCH CALENDAR YEAR FROM SALES OF EQUITY
INTERESTS OF HOLDINGS OR ANY PARENT ENTITY TO DIRECTORS, CONSULTANTS, OFFICERS
OR EMPLOYEES OF HOLDINGS, ANY PARENT ENTITY, THE BORROWERS OR ANY SUBSIDIARY IN
CONNECTION WITH PERMITTED EMPLOYEE COMPENSATION AND INCENTIVE ARRANGEMENTS AND
(Y) OF ANY KEY-MAN LIFE INSURANCE POLICIES RECEIVED DURING SUCH CALENDAR YEAR),
WHICH, IF NOT USED IN ANY YEAR, MAY BE CARRIED FORWARD TO ANY SUBSEQUENT
CALENDAR YEAR;
(D)
ANY PERSON MAY MAKE NON-CASH REPURCHASES OF EQUITY INTERESTS
DEEMED TO OCCUR UPON EXERCISE OF STOCK OPTIONS IF SUCH EQUITY INTERESTS
REPRESENT A PORTION OF THE EXERCISE PRICE OF SUCH OPTIONS;
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(E)
THE BORROWERS MAY PAY DIVIDENDS TO HOLDINGS IN AN AGGREGATE AMOUNT
EQUAL TO THE PORTION, IF ANY, OF THE