THEREOF AND
WHAT ACTIONS PARENT AND ITS SUBSIDIARIES HAVE TAKEN AND PROPOSE TO TAKE WITH
RESPECT THERETO.
(B)
NO RESTRICTIONS ON TRANSFERABILITY.
AS LONG AS ANY NOTE IS ISSUED
AND OUTSTANDING, NONE OF THE PAYORS WILL TAKE, OR CAUSE OR PERMIT TO BE TAKEN,
DIRECTLY OR INDIRECTLY, ANY ACTION, INCLUDING MAKING OR FAILING TO MAKE ANY
ELECTION UNDER THE LAW OF ANY STATE, WHICH HAS THE EFFECT,
6
DIRECTLY OR INDIRECTLY, OF RESTRICTING OR LIMITING THE ABILITY OF ANY HOLDER OF
A NOTE FREELY TO SELL, TRANSFER, ASSIGN, PLEDGE OR OTHERWISE DISPOSE OF ANY SUCH
NOTE (AND/OR ANY PORTION THEREOF) OR WOULD RESTRICT OR LIMIT THE RIGHTS OF ANY
TRANSFEREE OF ANY SUCH NOTE (AND/OR ANY PORTION THEREOF)
AS A HOLDER OF A NOTE.
(C)
APPROVAL OF CERTAIN ACTIVITIES.
SO LONG AS ANY NOTES REMAIN OUTSTANDING,
NONE OF THE PAYORS SHALL, AND SHALL NOT PERMIT ANY THEIR RESPECTIVE SUBSIDIARIES
TO, TAKE ANY OF THE FOLLOWING ACTIONS WITHOUT THE AFFIRMATIVE WRITTEN CONSENT OF
THE MAJORITY HOLDERS:
(I)
DIRECTLY OR INDIRECTLY DECLARE OR PAY, OR PERMIT ANY SUBSIDIARY
TO DECLARE OR PAY, ANY DIVIDENDS OR MAKE ANY DISTRIBUTIONS UPON ANY OF ITS
CAPITAL STOCK OR OTHER EQUITY SECURITIES (INCLUDING ANY EQUITY EQUIVALENTS),
EXCEPT THAT (A) PARENT MAY DECLARE AND PAY OR MAKE DIVIDENDS OR DISTRIBUTIONS
PAYABLE IN SHARES OF COMMON STOCK ISSUED RATABLY UPON THE OUTSTANDING SHARES OF
COMMON STOCK AND (B) ANY SUBSIDIARY MAY DECLARE AND PAY DIVIDENDS OR MAKE
DISTRIBUTIONS TO PARENT OR ANY WHOLLY-OWNED DIRECT OR INDIRECT SUBSIDIARY OF
PARENT;
(II)
DIRECTLY OR INDIRECTLY REDEEM, PURCHASE OR OTHERWISE ACQUIRE, OR
PERMIT ANY SUBSIDIARY TO REDEEM, PURCHASE OR OTHERWISE ACQUIRE, ANY OF PARENT'S
EQUITY SECURITIES OR EQUITY EQUIVALENTS OR DIRECTLY OR INDIRECTLY REDEEM,
PURCHASE OR MAKE ANY PAYMENTS WITH RESPECT TO ANY STOCK APPRECIATION RIGHTS,
PHANTOM STOCK PLANS OR SIMILAR RIGHTS OR PLANS, EXCEPT FOR ACQUISITIONS OF
CAPITAL STOCK PURSUANT TO AGREEMENTS OR PLANS, INCLUDING EQUITY INCENTIVE
AGREEMENTS WITH SERVICE PROVIDERS, WHICH ALLOW PARENT TO REPURCHASE SHARES OF
COMMON STOCK UPON THE TERMINATION OF SERVICES OR AN EXERCISE OF PARENT'S RIGHT
OF FIRST REFUSAL UPON A PROPOSED TRANSFER, IN EACH CASE ONLY SO LONG AS NO EVENT
OF DEFAULT OR POTENTIAL EVENT OF DEFAULT IS IN EXISTENCE IMMEDIATELY PRIOR TO OR
IS OTHERWISE CAUSED BY ANY SUCH REPURCHASE OR OTHER ACTION;
(III)
WITH RESPECT TO THE PAYORS, TAKE ANY ACTION, OR PERMIT ANY ACTION
TO BE TAKEN, WHICH WOULD BE PROHIBITED UNDER SECTION 6.3 (NEGATIVE PLEDGES),
SECTION 6.6 (INVESTMENTS), SECTION 6.8 (FUNDAMENTAL CHANGES; DISPOSITION OF
ASSETS; ACQUISITIONS), SECTION 6.11 (TRANSACTIONS WITH STOCKHOLDERS AND
AFFILIATES) AND/OR SECTION 6.12 (CONDUCT OF BUSINESS) OF THE 1ST LIEN LOAN
AGREEMENT (ASSUMING, FOR SUCH PURPOSE, THAT PARENT AND THE OTHER SUBSIDIARY
OBLIGORS ARE EACH A "CREDIT PARTY" THEREUNDER AND DETERMINED WITHOUT GIVING
EFFECT TO ANY WAIVER OF COMPLIANCE WITH AND/OR OTHER MODIFICATION OF SUCH
TERMS);
(IV)
WITH RESPECT TO THE CREDIT PARTIES, CREATE, INCUR, ASSUME OR
SUFFER TO EXIST, OR PERMIT ANY SUBSIDIARY TO CREATE, INCUR, ASSUME OR SUFFER TO
EXIST, INDEBTEDNESS, OTHER THAN