EXISTENCE OF AN EVENT OF DEFAULT MAY BE MADE
THEREAFTER IF SUCH EVENT OF DEFAULT SHALL CEASE TO EXIST AND NO OTHER EVENT OF
DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING OR WOULD RESULT THEREFROM.
To the extent that the Borrower or its Subsidiaries are permitted to make any
Restricted Payments pursuant to this Section 7.06, the same may be made as a
loan or advance to the recipient thereof, and in such case the amount of such
loan or advance so made shall reduce the amount of Restricted Payments that may
be made by the Borrower and its Subsidiaries in respect thereof.
7.07
CHANGE IN NATURE OF BUSINESS.
ENGAGE IN ANY MATERIAL LINE OF
BUSINESS SUBSTANTIALLY DIFFERENT FROM THOSE LINES OF BUSINESS CONDUCTED BY THE
BORROWER AND ITS SUBSIDIARIES ON THE DATE HEREOF OR ANY BUSINESS SUBSTANTIALLY
RELATED, ANCILLARY, OR INCIDENTAL THERETO.
7.08
HOLDING COMPANY STATUS.
WITH RESPECT TO HOLDINGS, ENGAGE IN ANY
BUSINESS OR ACTIVITY OTHER THAN (I) THE OWNERSHIP OF ALL OUTSTANDING EQUITY
INTERESTS IN THE BORROWER, AS APPLICABLE, (II) MAINTAINING ITS CORPORATE
EXISTENCE, (III) PARTICIPATING IN TAX, ACCOUNTING AND OTHER ADMINISTRATIVE
ACTIVITIES AS THE PARENT OF THE CONSOLIDATED GROUP OF COMPANIES, INCLUDING THE
LOAN PARTIES, (IV) THE PERFORMANCE OF OBLIGATIONS UNDER THE LOAN DOCUMENTS TO
WHICH IT IS A PARTY, (V) INCURRING THE ACQUISITION LOAN FOR THE SOLE PURPOSE OF
FINANCING THE MERGER (AND INCURRING ANY INDEBTEDNESS TO REFINANCE THE
ACQUISITION LOAN), (VI) PERFORMING ANY ACT OR OBLIGATION PERMITTED BY THE
HOLDINGS GUARANTY, AND (VII) ACTIVITIES INCIDENTAL TO THE BUSINESSES OR
ACTIVITIES DESCRIBED IN CLAUSES (I)-(VI) ABOVE.
7.09
TRANSACTIONS WITH AFFILIATES.
ENTER INTO ANY TRANSACTION OF ANY
KIND WITH ANY AFFILIATE OF THE BORROWER OR HOLDINGS, WHETHER OR NOT IN THE
ORDINARY COURSE OF BUSINESS, OTHER THAN ON FAIR AND REASONABLE TERMS
SUBSTANTIALLY AS FAVORABLE TO THE BORROWER OR SUCH SUBSIDIARY AS WOULD BE
OBTAINABLE BY THE BORROWER OR SUCH SUBSIDIARY AT THE TIME IN A COMPARABLE ARM'S
LENGTH TRANSACTION WITH A PERSON OTHER THAN AN AFFILIATE; PROVIDED THAT THE
FOREGOING RESTRICTION SHALL NOT APPLY TO (A) TRANSACTIONS BETWEEN OR AMONG THE
BORROWER AND ANY OF THE SUBSIDIARY GUARANTORS OR BETWEEN AND AMONG ANY
SUBSIDIARY GUARANTORS, (B) TRANSACTIONS, ARRANGEMENTS, FEES, REIMBURSEMENTS AND
INDEMNITIES SPECIFICALLY AND EXPRESSLY PERMITTED BETWEEN OR AMONG SUCH PARTIES
UNDER THIS AGREEMENT, (C) REASONABLE COMPENSATION AND INDEMNITIES TO OFFICERS
AND DIRECTORS, (D) (I) SO LONG AS NO DEFAULT HAS OCCURRED AND IS CONTINUING,
MANAGEMENT FEES PAID TO THE SPONSOR IN AN AGGREGATE AMOUNT NOT TO EXCEED
$750,000 IN ANY FISCAL YEAR (SUBJECT TO THE PROVISOS BELOW) AND (II)
REIMBURSEMENT OF THE SPONSOR FOR REASONABLE OUT-OF-POCKET EXPENSES PAID BY THE
SPONSOR, IN EACH CASE IN PURSUANT TO THE TERMS OF THE MANAGEMENT AGREEMENT,
PROVIDED THAT NOTHING HEREIN SHALL PROHIBIT THE ACCRUAL OF ANY SUCH FEES OR
EXPENSES UNDER THE TERMS OF THE MANAGEMENT AGREEMENT; AND PROVIDED FURTHER THAT,
SO LONG AS NO DEFAULT HAS OCCURRED OR IS CONTINUING, ANY MANAGEMENT FEES ACCRUED
UNDER THE MANAGEMENT AGREEMENT IN ANY FISCAL YEAR UP TO THE AMOUNT