Transfer to Stock Repurchase Account

Transfer to Stock Repurchase Account. No Group Member shall transfer any funds or other assets to the Stock Repurchase Account unless: (a) the transfer is of cash or Cash Equivalents, (b) on the date of such transfer, (i) no Default or Event of Default is continuing prior to or following, or would result from, the transfer, and (ii) the aggregate outstanding principal amount of the Revolving Loans at all times equals zero ($0.00), (c) at any time, the quantity equal to (x) the aggregate amount of all transfers of assets to the... Stock Repurchase Account minus (y) the aggregate amount of all transfers of cash and Cash Equivalents from the Stock Repurchase Account to a Loan Party for purposes other than to (1) fund payments for the repurchase, redemption or retirement of Stock or Stock Equivalents of Holdings pursuant to the Stock Repurchase Program and (2) pay any fees and expenses in connection with the Stock Repurchase Program does not exceed $20,000,000, and (d) immediately following such transfer, the aggregate amount of all assets in the Stock Repurchase Account does not exceed the quantity equal to (x) $20,000,000 minus (y) the aggregate amount of all transfers of assets from the Stock Repurchase Account for the purpose of (1) funding payments for the repurchase, redemption or retirement of Stock or Stock Equivalents of Holdings pursuant to the Stock Repurchase Program and (2) paying fees and expenses in connection with the Stock Repurchase Program. No Group Member shall use any funds on deposit in the Stock Repurchase Account or any financial assets held therein for a purpose other than (i) to fund payments for the repurchase, redemption or retirement of Stock or Stock Equivalents of Holdings pursuant to the Stock Repurchase Program and pay fees and expenses in connection with the Stock Repurchase Program or (ii) to return assets deposited or held in the Stock Repurchase Account to the Loan Parties for working capital or other purposes (in which event such funds shall not be available for use in connection with the Stock Repurchase Program (without prejudice to the right of any Loan Party thereafter to transfer cash or Cash Equivalents to the Stock Repurchase Account in accordance with the provisions of this Section 8.18)). For avoidance of doubt, subject to the compliance by the Loan Parties with Section 8.18 and Section 8.5(d), the Loan Documents shall not prohibit or otherwise restrict the Stock Repurchase Program. View More