OR WOULD EXIST
IMMEDIATELY AFTER GIVING EFFECT THERETO AND (II) THE AGGREGATE AMOUNT OF SUCH
REPURCHASES DOES NOT EXCEED $5,500,000; AND
(K)
THE BORROWER MAY PAY DIVIDENDS AND MAKE LOANS TO HOLDINGS FOR ANY
OTHER LAWFUL PURPOSE;
PROVIDED THAT THE AGGREGATE AMOUNT OF DIVIDENDS AND LOANS BY THE BORROWER TO
HOLDINGS PURSUANT TO CLAUSES (C), (F) AND (K) ABOVE AND OF REPURCHASES OF
CAPITAL STOCK OR OPTIONS BY HOLDINGS PURSUANT TO CLAUSE (E) ABOVE SHALL NOT
EXCEED $10,000,000 IN THE AGGREGATE IN ANY FISCAL YEAR OF THE BORROWER; PROVIDED
FURTHER THAT THE BORROWER AND HOLDINGS MAY MAKE ADDITIONAL DIVIDENDS, LOANS AND
REPURCHASES OF CAPITAL STOCK OR OPTIONS PURSUANT TO SUCH CLAUSES (C), (E), (F)
AND (K) SO LONG AS (1) THE CONSOLIDATED INTEREST COVERAGE RATIO FOR THE FOUR
CONSECUTIVE FISCAL QUARTER PERIOD (TAKEN AS ONE ACCOUNTING PERIOD) OF THE
BORROWER MOST RECENTLY ENDED PRIOR TO THE DATE OF SUCH DIVIDEND, LOAN OR
REPURCHASE, ON A PRO FORMA BASIS AS IF THE DIVIDEND, LOAN OR REPURCHASE HAD
OCCURRED ON THE FIRST DAY OF SUCH PERIOD, IS AT LEAST 2.00:1.00, (2) (X) AVERAGE
EXCESS AVAILABILITY FOR THE PERIOD OF 60 CONSECUTIVE DAYS (OR SUCH LESSER NUMBER
OF CONSECUTIVE DAYS AS MAY HAVE ELAPSED FROM THE EFFECTIVE DATE) ENDING ON (AND
INCLUDING) THE DAY ON WHICH SUCH DIVIDEND, LOAN OR REPURCHASE IS CONSUMMATED, ON
A PRO FORMA BASIS AS IF THE DIVIDEND, LOAN OR REPURCHASE (AND ANY CREDIT EVENTS
TO OCCUR IN CONNECTION THEREWITH) HAD OCCURRED ON THE FIRST DAY OF SUCH 60 (OR
LESSER, AS THE CASE MAY BE) DAY PERIOD, IS GREATER THAN $75,000,000 AND
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(Y) EXCESS AVAILABILITY IS GREATER THAN $100,000,000 ON THE DATE OF CONSUMMATION
OF SUCH DIVIDEND, LOAN OR REPURCHASE AFTER GIVING EFFECT TO SUCH DIVIDEND, LOAN
OR REPURCHASE AND ANY CREDIT EVENTS IN CONNECTION THEREWITH, AND (3) THE
AGGREGATE AMOUNT OF CASH EXPENDED BY HOLDINGS AND THE BORROWER PURSUANT TO THIS
PROVISO SHALL NOT EXCEED $25,000,000 IN THE AGGREGATE DURING ANY FISCAL YEAR OF
THE BORROWER.
8.7
Transactions with Affiliates.
Holdings and the Borrower will not,
and will not permit any of their respective Subsidiaries to, enter into any
transaction or series of transactions after the Effective Date, whether or not
in the ordinary course of business, with any Affiliate other than on terms and
conditions substantially as favorable to Holdings, the Borrower or such
Subsidiary as would be obtainable by Holdings, 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 restrictions shall not apply to
(i) payments by Holdings, the Borrower and any of their respective Subsidiaries
to the Equity Investors and their respective Affiliates made pursuant to any
financial advisory, financing, underwriting or placement agreement, or in
respect of other investment banking activities, in each case as approved by the
board of directors of such Person in good faith, so long as the amount of any
such fees, expenses, or other amounts paid for any such service provided