COURSE AND OTHER PERMITTED LIABILITIES AND (B) AS SHALL BE NECESSARY TO PAY THE
TAX LIABILITIES OF HOLDINGS DIRECTLY ATTRIBUTABLE TO (OR ARISING AS A RESULT OF)
THE OPERATIONS OF THE PARENT BORROWER AND THE SUBSIDIARIES; PROVIDED, HOWEVER,
THAT (1) THE AMOUNT OF RESTRICTED PAYMENTS PURSUANT TO CLAUSE (B) OF THIS
CLAUSE (VI) SHALL NOT EXCEED THE AMOUNT THAT THE PARENT BORROWER AND THE
SUBSIDIARIES WOULD BE REQUIRED TO PAY IN RESPECT OF FEDERAL, STATE, PROVINCIAL
AND LOCAL TAXES WERE THE PARENT BORROWER AND THE SUBSIDIARIES TO PAY SUCH TAXES
AS STAND-ALONE TAXPAYERS AND (2) ALL RESTRICTED PAYMENTS MADE TO HOLDINGS
PURSUANT TO THIS CLAUSE (VI) ARE USED BY HOLDINGS FOR THE PURPOSES SPECIFIED
HEREIN WITHIN FIVE BUSINESS DAYS AFTER HOLDINGS' RECEIPT THEREOF, (VII) THE
PARENT BORROWER MAY MAKE RESTRICTED PAYMENTS TO THE EXTENT NECESSARY TO PERMIT
HOLDINGS TO MAKE, AND HOLDINGS MAY MAKE, PAYMENTS OF OR ON ACCOUNT OF
(A) MANAGEMENT, CONSULTING AND ADVISORY FEES, (B) TRANSACTION FEES AND
(C) REIMBURSEMENT OF REASONABLE OUT-OF-POCKET COSTS AND EXPENSES INCURRED IN
CONNECTION WITH MANAGEMENT, CONSULTING AND ADVISORY SERVICES, IN EACH CASE TO
THE SPONSOR AND THE SPONSOR AFFILIATES TO THE EXTENT PERMITTED BY
SECTION 6.09(F), PROVIDED THAT, SOLELY WITH RESPECT TO RESTRICTED PAYMENTS MADE
PURSUANT TO SUBCLAUSE (A) OF THIS CLAUSE (VII), NO EVENT OF DEFAULT SHALL HAVE
OCCURRED AND BE CONTINUING OR WOULD RESULT THEREFROM, (VIII) CONCURRENTLY WITH
ANY ISSUANCE OF QUALIFIED EQUITY INTERESTS, HOLDINGS MAY REDEEM, PURCHASE OR
RETIRE ANY EQUITY INTERESTS OF HOLDINGS USING THE PROCEEDS OF, OR CONVERT OR
EXCHANGE ANY EQUITY INTERESTS OF HOLDINGS FOR, SUCH QUALIFIED EQUITY INTERESTS,
(IX) TO THE EXTENT PERMITTED BY THE SENIOR SECURED NOTES INDENTURE, THE LOAN
PARTIES MAY MAKE RESTRICTED PAYMENTS FROM (AND WITHIN ONE YEAR OF THE RECEIPT
OF) AAG PROCEEDS, (X) THE LOAN PARTIES MAY MAKE RESTRICTED PAYMENTS COMPRISED OF
NO MORE THAN 25% OF THE PURCHASE PRICE ADJUSTMENT PROCEEDS, IF ANY,
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(XI) HOLDINGS MAY MAKE REPURCHASES OF EQUITY INTERESTS OF HOLDINGS DEEMED TO
OCCUR UPON EXERCISE OF STOCK OPTIONS OR WARRANTS IF SUCH EQUITY INTERESTS
REPRESENT A PORTION OF THE EXERCISE PRICE OF SUCH OPTIONS OR WARRANTS PURSUANT
TO AND IN ACCORDANCE WITH STOCK OPTION PLANS OR OTHER BENEFIT PLANS APPROVED BY
THE HOLDINGS'S OR THE PARENT BORROWER'S BOARD OF DIRECTORS FOR MANAGEMENT OR
EMPLOYEES OF HOLDINGS, THE PARENT BORROWER AND THE SUBSIDIARIES, (XII) HOLDINGS
MAY AND THE PARENT BORROWER MAY, OR MAY MAKE RESTRICTED PAYMENTS TO HOLDINGS SO
THAT HOLDINGS MAY, MAKE CASH PAYMENTS IN LIEU OF THE ISSUANCE OF FRACTIONAL
SHARES IN CONNECTION WITH THE EXERCISE OF WARRANTS, OPTIONS OR OTHER SECURITIES
CONVERTIBLE INTO OR EXCHANGEABLE FOR EQUITY INTERESTS OF HOLDINGS OR THE PARENT
BORROWER, AS THE CASE MAY BE, AND (XIII) THE PARENT BORROWER MAY MAKE TO
HOLDINGS, AND HOLDINGS MAY MAKE, RESTRICTED PAYMENTS USING EXCLUDED PROCEEDS.
(B)
NO LOAN PARTY WILL, NOR WILL IT PERMIT ANY OF ITS SUBSIDIARIES TO, MAKE OR
AGREE TO PAY OR MAKE, DIRECTLY OR INDIRECTLY, ANY PAYMENT OR OTHER DISTRIBUTION
(WHETHER IN CASH, SECURITIES OR OTHER