REFERRED TO
IN CLAUSE (D)(I) ABOVE AND NOT PAID PURSUANT TO CLAUSE (D)(I) SHALL BE PERMITTED
TO BE PAID IN ANY SUBSEQUENT FISCAL YEAR, SUBJECT TO THE OTHER TERMS OF THIS
AGREEMENT, WITHOUT REFERENCE TO THE $750,000 LIMIT ON SUCH MANAGEMENT FEES
DESCRIBED IN CLAUSE (D)(I) ABOVE THAT MAY OTHERWISE BE PAID DURING SUCH
SUBSEQUENT FISCAL YEAR, AND (E) THE PAYMENT TO THE SPONSOR OF A STRUCTURING FEE
IN RESPECT OF EACH PERMITTED ACQUISITION AND EACH FINANCING TRANSACTION
CONSISTING OF THE PLACEMENT OR ARRANGEMENT OF INDEBTEDNESS OR EQUITY SECURITIES
OF HOLDINGS (TO THE EXTENT THAT THE PROCEEDS OF SUCH INDEBTEDNESS OR EQUITY
SECURITIES ARE CONTRIBUTED TO THE BORROWER OR ARE USED TO REFINANCE THE
ACQUISITION LOAN OR ANY
90
INDEBTEDNESS INCURRED TO REFINANCE THE ACQUISITION LOAN) OR THE BORROWER,
CONCURRENTLY WITH THE CONSUMMATION THEREOF, IN AN AGGREGATE AMOUNT NOT TO EXCEED
1% OF THE AGGREGATE CONSIDERATION PAID BY THE BORROWER IN CONNECTION WITH SUCH
PERMITTED ACQUISITION OR 1% OF THE GROSS PROCEEDS OF THE PERMITTED INDEBTEDNESS
OR EQUITY SO PLACED OR ARRANGED (PROVIDED THAT THE BORROWER SHALL NOT PAY A
DUPLICATIVE FEE IN THE CASE OF ANY PERMITTED ACQUISITION WHICH IS FINANCED USING
THE PROCEEDS OF ANY INDEBTEDNESS OR EQUITY SECURITIES SO PLACED OR ARRANGED).
7.10
BURDENSOME AGREEMENTS.
ENTER INTO OR PERMIT TO EXIST ANY
CONTRACTUAL OBLIGATION (OTHER THAN THIS AGREEMENT, ANY OTHER LOAN DOCUMENT AND
THE SECOND LIEN LOAN DOCUMENTS, AND OTHER THAN THE EXISTING INDENTURE TO THE
EXTENT, AND ONLY TO THE EXTENT, OF RESTRICTIONS RELATING TO THE ABILITY OF THE
BORROWER OR ANY SUBSIDIARY OF THE BORROWER TO MAKE RESTRICTED PAYMENTS OR LOANS
TO, OR TO REPAY LOANS FROM, OR OTHERWISE TO TRANSFER PROPERTY TO OR INVEST IN,
HOLDINGS) THAT (A) LIMITS THE ABILITY (I) OF ANY SUBSIDIARY TO MAKE RESTRICTED
PAYMENTS TO THE BORROWER OR ANY GUARANTOR, TO MAKE INTERCOMPANY LOANS OR
ADVANCES TO THE BORROWER OR ANY GUARANTOR OR TO REPAY SUCH LOANS OR ADVANCES, OR
TO OTHERWISE TRANSFER PROPERTY TO OR INVEST IN THE BORROWER OR ANY GUARANTOR,
EXCEPT FOR ANY AGREEMENT IN EFFECT (A) ON THE DATE HEREOF OR (B) AT THE TIME ANY
SUBSIDIARY BECOMES A SUBSIDIARY OF THE BORROWER, SO LONG AS SUCH AGREEMENT WAS
NOT ENTERED INTO SOLELY IN CONTEMPLATION OF SUCH PERSON BECOMING A SUBSIDIARY OF
THE BORROWER, (II) OF ANY SUBSIDIARY TO GUARANTEE THE INDEBTEDNESS OF THE
BORROWER OR (III) OTHER THAN LIMITATIONS SET FORTH IN THE DOCUMENTATION
GOVERNING THE ACQUISITION LOAN AND THE EXISTING INDENTURE, OF THE BORROWER OR
ANY SUBSIDIARY TO CREATE, INCUR, ASSUME OR SUFFER TO EXIST LIENS ON PROPERTY OF
SUCH PERSON; PROVIDED, HOWEVER, THAT THIS CLAUSE (III) SHALL NOT PROHIBIT (A)
ANY SUCH LIMITATION INCURRED OR PROVIDED IN FAVOR OF ANY HOLDER OF INDEBTEDNESS
PERMITTED UNDER SECTION 7.02(C)(V) SOLELY TO THE EXTENT ANY SUCH NEGATIVE PLEDGE
RELATES TO THE PROPERTY FINANCED BY OR THE SUBJECT OF SUCH INDEBTEDNESS, OR
(B) CUSTOMARY ANTI-ASSIGNMENT PROVISIONS IN CONTRACTS RESTRICTING THE ASSIGNMENT
THEREOF OR (C) PROVISIONS IN LEASES OF REAL PROPERTY THAT PROHIBIT MORTGAGES OR
PLEDGES