TWIN BROOK, TWIN BROOK SHALL HAVE
CONTRIBUTED ALL OF ITS ASSETS TO THE LEAD BORROWER AND THE LEAD BORROWER SHALL
HAVE CAUSED THE FORMER ASSETS OF TWIN BROOK, INCLUDING, WITHOUT LIMITATION, THE
EQUITY INTERESTS IN SERVICES COMPANY, TO BE PLEDGED TO THE COLLATERAL AGENT FOR
THE BENEFIT OF THE CREDIT PARTIES.
IN THE EVENT OF ANY LIQUIDATION OR
DISSOLUTION OF TWIN BROOK IN ACCORDANCE WITH THE PRECEDING SENTENCE, TWIN BROOK
WILL AUTOMATICALLY CEASE TO BE A GUARANTOR HEREUNDER.
7.05
Dispositions.
Make any Disposition or enter into
any agreement to make any Disposition, except Permitted Dispositions.
7.06
Restricted Payments.
Declare or make, directly or
indirectly, any Restricted Payment, or incur any obligation (contingent or
otherwise) to do so, except that, so long as no Default shall have occurred and
be continuing prior to or immediately after giving effect to any action
described below or would result therefrom:
(A)
EACH SUBSIDIARY OF A LOAN PARTY MAY MAKE
RESTRICTED PAYMENTS TO ANY LOAN PARTY;
(B)
THE LOAN PARTIES AND EACH SUBSIDIARY MAY
DECLARE AND MAKE DIVIDEND PAYMENTS OR OTHER DISTRIBUTIONS PAYABLE SOLELY IN THE
COMMON STOCK OR OTHER COMMON EQUITY INTERESTS OF SUCH PERSON;
(C)
THE LEAD BORROWER MAY REPURCHASE UP TO
$10,000,000 OF ITS CAPITAL STOCK IN ANY FISCAL YEAR SO LONG AS THERE HAS BEEN AT
LEAST $50,000,000 OF EXCESS AVAILABILITY AS OF THE END OF EACH OF THE THREE
MONTHS PRECEDING SUCH REPURCHASE, AND ON SUCH DATE, AFTER TAKING INTO ACCOUNT
THE REPURCHASE OF SUCH STOCK; AND
(D)
THE LOAN PARTIES MAY ISSUE AND SELL EQUITY
INTERESTS PROVIDED THAT (I) (A) WITH RESPECT TO ANY EQUITY INTERESTS, ALL
DIVIDENDS IN RESPECT OF WHICH ARE TO BE PAID (AND ALL OTHER PAYMENTS IN RESPECT
OF WHICH ARE TO BE MADE) SHALL BE IN ADDITIONAL SHARES OF SUCH EQUITY INTERESTS,
IN LIEU OF CASH, (B) SUCH EQUITY INTERESTS SHALL NOT BE SUBJECT TO REDEMPTION
OTHER THAN REDEMPTION AT THE OPTION OF THE LOAN PARTY ISSUING SUCH EQUITY
INTERESTS, AND (C) ALL PAYMENTS IN RESPECT OF SUCH EQUITY INTERESTS ARE
EXPRESSLY SUBORDINATED TO THE OBLIGATIONS, AND (II) NO LOAN PARTY SHALL ISSUE
ANY ADDITIONAL EQUITY INTERESTS IN A SUBSIDIARY.
7.07
Payments and Prepayments of Indebtedness.
(A)
PREPAY, REDEEM, PURCHASE, DEFEASE OR
OTHERWISE SATISFY PRIOR TO THE SCHEDULED MATURITY THEREOF IN ANY MANNER ANY
INDEBTEDNESS (OTHER THAN THE NOTE OBLIGATIONS), OR MAKE ANY PAYMENT IN VIOLATION
OF ANY SUBORDINATION TERMS OF ANY SUBORDINATED INDEBTEDNESS, EXCEPT (I) AS LONG
AS NO EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING OR WOULD ARISE
THEREFROM, REGULARLY SCHEDULED OR MANDATORY REPAYMENTS OR REDEMPTIONS OF
PERMITTED INDEBTEDNESS (OTHER THAN THE NOTE OBLIGATIONS), (II) REFINANCINGS AND
REFUNDINGS OF SUCH INDEBTEDNESS PERMITTED PURSUANT TO SECTION 7.03,
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AND (III) AS LONG AS THE PAYMENT CONDITIONS ARE SATISFIED, OTHER REPAYMENTS OR
PREPAYMENTS OF PERMITTED INDEBTEDNESS (OTHER THAN THE NOTE OBLIGATIONS) IN AN
AGGREGATE AMOUNT NOT TO EXCEED $10,000,000.00 IN ANY FISCAL YEAR.
(B)
MAKE ANY PAYMENT IN RESPECT OF THE NOTE
OBLIGATIONS, EXCEPT (I) REGULARLY SCHEDULED PAYMENTS OF INTEREST ON