TO (I)
ANY RESTRICTED PAYMENT (OTHER THAN A RESTRICTED INVESTMENT) PERMITTED TO BE MADE
PURSUANT TO SECTION 6.2, (II) ANY ISSUANCE OF SECURITIES, OR OTHER PAYMENTS,
AWARDS OR GRANTS IN CASH, SECURITIES OR OTHERWISE PURSUANT TO, OR THE FUNDING
OF, EMPLOYMENT ARRANGEMENTS, STOCK OPTIONS AND STOCK OWNERSHIP PLANS AND OTHER
REASONABLE FEES, COMPENSATION, BENEFITS AND INDEMNITIES PAID OR ENTERED INTO BY
THE BORROWER OR ITS RESTRICTED SUBSIDIARIES IN THE ORDINARY COURSE OF BUSINESS
TO OR WITH OFFICERS, DIRECTORS OR EMPLOYEES OF THE BORROWER AND ITS RESTRICTED
SUBSIDIARIES, (III) LOANS OR ADVANCES TO EMPLOYEES IN THE ORDINARY COURSE OF
BUSINESS OF THE BORROWER OR ANY OF ITS RESTRICTED SUBSIDIARIES, (IV) ANY
TRANSACTION BETWEEN THE BORROWER AND A RESTRICTED SUBSIDIARY OR BETWEEN
RESTRICTED SUBSIDIARIES, (V) THE PAYMENT OF REASONABLE AND CUSTOMARY FEES PAID
TO, AND INDEMNITY PROVIDED ON BEHALF OF, OFFICERS, DIRECTORS OR EMPLOYEES OF THE
BORROWER OR ANY RESTRICTED SUBSIDIARY OF THE BORROWER, AND (VI) THE PERFORMANCE
OF OBLIGATIONS OF THE BORROWER OR ANY OF ITS RESTRICTED SUBSIDIARIES UNDER THE
TERMS OF ANY AGREEMENT TO WHICH THE BORROWER OR ANY OF ITS RESTRICTED
SUBSIDIARIES IS A PARTY ON THE CLOSING DATE AND IDENTIFIED ON SCHEDULE 6.6(B),
AS THESE AGREEMENTS MAY BE AMENDED, MODIFIED OR SUPPLEMENTED FROM TIME TO TIME;
PROVIDED, HOWEVER, THAT ANY FUTURE AMENDMENT, MODIFICATION OR SUPPLEMENT ENTERED
INTO AFTER THE CLOSING DATE WILL BE PERMITTED TO THE EXTENT THAT ITS TERMS ARE
NOT MORE DISADVANTAGEOUS TO THE LENDERS THAN THE TERMS OF THE AGREEMENTS IN
EFFECT ON THE CLOSING DATE.
6.7
Change of Control.
(a)
Upon a Change of Control after the
Initial Loan Maturity Date, each Holder shall have the right to require that the
Borrower repurchase all or any part of such Holder's Loans at a purchase price
in cash equal to 101% of the principal amount thereof plus accrued and unpaid
interest, if any, to the date of purchase (subject to the right of Holders of
record on the relevant record date to receive interest on the relevant interest
payment date), such repurchase to be made in accordance with Section 6.7(b).
(B)
WITHIN 30 DAYS FOLLOWING ANY SUCH CHANGE OF CONTROL, THE BORROWER
SHALL MAIL A NOTICE TO EACH HOLDER WITH A COPY TO THE ADMINISTRATIVE AGENT
STATING:
(I)
THAT A CHANGE OF CONTROL HAS OCCURRED AND THAT SUCH HOLDER HAS
THE RIGHT TO REQUIRE THE BORROWER TO PURCHASE SUCH HOLDER'S LOANS AT A PURCHASE
PRICE IN CASH EQUAL TO 101% OF THE PRINCIPAL AMOUNT THEREOF PLUS ACCRUED AND
UNPAID INTEREST, IF ANY, TO THE DATE OF PURCHASE (SUBJECT TO THE RIGHT OF
HOLDERS OF RECORD ON A RECORD DATE TO RECEIVE INTEREST ON THE RELEVANT INTEREST
PAYMENT DATE);
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(II)
THE REPURCHASE DATE (WHICH SHALL BE NO EARLIER THAN 30 DAYS NOR
LATER THAN 60 DAYS FROM THE DATE SUCH NOTICE IS MAILED); AND
(III)
THE PROCEDURES DETERMINED BY THE BORROWER, CONSISTENT WITH THIS
SECTION, THAT A HOLDER MUST FOLLOW IN ORDER TO HAVE ITS LOANS PURCHASED.
(C)
HOLDERS ELECTING TO HAVE A LOAN