CUMULATIVE CREDIT ON SUCH DATE THAT THE
BORROWERS ELECT TO APPLY TO THIS SECTION 6.06(E), SUCH ELECTION TO BE SPECIFIED
IN A WRITTEN NOTICE OF A RESPONSIBLE OFFICER OF THE BORROWERS CALCULATING IN
REASONABLE DETAIL THE AMOUNT OF CUMULATIVE CREDIT IMMEDIATELY PRIOR TO SUCH
ELECTION AND THE AMOUNT THEREOF ELECTED TO BE SO APPLIED; PROVIDED, THAT NO
DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING OR WOULD RESULT
THEREFROM AND, AFTER GIVING EFFECT THERETO, THAT THE BORROWERS AND THEIR
SUBSIDIARIES SHALL BE IN PRO FORMA COMPLIANCE WITH THE TOTAL SENIOR SECURED BANK
LEVERAGE RATIO COVENANT SET FORTH IN SECTION 6.11;
(F)
THE BORROWERS MAY PAY DIVIDENDS ON THE CLOSING DATE TO CONSUMMATE
THE TRANSACTIONS;
(G)
THE BORROWERS MAY PAY DIVIDENDS OR DISTRIBUTIONS TO ALLOW HOLDINGS
OR ANY PARENT ENTITY TO MAKE PAYMENTS IN CASH, IN LIEU OF THE ISSUANCE OF
FRACTIONAL SHARES, UPON THE EXERCISE OF WARRANTS OR UPON THE CONVERSION OR
EXCHANGE OF EQUITY INTERESTS OF ANY SUCH PERSON; AND
(H)
AFTER A QUALIFIED IPO, THE BORROWERS MAY PAY DIVIDENDS AND MAKE
DISTRIBUTIONS TO, OR REPURCHASE OR REDEEM SHARES FROM, THEIR EQUITY HOLDERS IN
AN AMOUNT EQUAL TO 6.0% PER ANNUM OF THE NET PROCEEDS RECEIVED BY THE BORROWERS
FROM ANY PUBLIC OFFERING OF EQUITY INTERESTS OF TARGET OR ANY DIRECT OR INDIRECT
PARENT OF THE TARGET.
SECTION 6.07.
Transactions with Affiliates.
(a)
Sell or transfer any property
or assets to, or purchase or acquire any property or assets from, or otherwise
engage in any other transaction with, any of its Affiliates or any known direct
or indirect holder of 10% or more of any class of Equity Interest of Holdings
(prior to a Qualified IPO) or the Borrowers, unless such transaction is
(i) otherwise permitted (or required) under this Agreement or (ii) upon terms no
less favorable to the Borrowers or such Subsidiary, as applicable, than would be
obtained in a comparable arm's-length transaction with a person that is not an
Affiliate.
(B)
THE FOREGOING PARAGRAPH (A) SHALL NOT PROHIBIT, TO THE EXTENT
OTHERWISE PERMITTED UNDER THIS AGREEMENT,
(I)
ANY ISSUANCE OF SECURITIES, OR OTHER PAYMENTS, AWARDS OR GRANTS
IN CASH, SECURITIES OR OTHERWISE PURSUANT TO, OR THE FUNDING OF, EMPLOYMENT
ARRANGEMENTS, EQUITY PURCHASE AGREEMENTS, STOCK OPTIONS AND STOCK OWNERSHIP
PLANS APPROVED BY THE BOARD OF DIRECTORS OF HOLDINGS (PRIOR TO A QUALIFIED IPO)
OR OF THE BORROWERS,
(II)
LOANS OR ADVANCES TO EMPLOYEES OR CONSULTANTS OF HOLDINGS (OR ANY
PARENT ENTITY), THE BORROWERS OR ANY OF THE SUBSIDIARIES IN ACCORDANCE WITH
SECTION 6.04(E),
(III)
TRANSACTIONS AMONG THE BORROWERS OR ANY SUBSIDIARY OR ANY ENTITY
THAT BECOMES A SUBSIDIARY AS A RESULT OF SUCH TRANSACTION,
(IV)
THE PAYMENT OF FEES, REASONABLE OUT-OF-POCKET COSTS AND
INDEMNITIES TO DIRECTORS, OFFICERS, CONSULTANTS AND EMPLOYEES OF HOLDINGS, ANY
PARENT ENTITY, THE BORROWERS AND THE SUBSIDIARIES IN THE ORDINARY COURSE OF
BUSINESS (LIMITED, IN THE CASE OF
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ANY PARENT ENTITY, TO THE PORTION OF SUCH FEES AND EXPENSES THAT ARE ALLOCABLE
TO THE BORROWERS AND THEIR SUBSIDIARIES (WHICH SHALL