CLAUSE (III) ABOVE, THE EXCESS
PERMITTED AMOUNT FOR SUCH YEAR MAY BE CARRIED FORWARD ONCE TO THE NEXT
SUCCEEDING FISCAL YEAR.
SALE OF ASSETS.
THE SPONSOR WILL NOT, AND WILL NOT PERMIT ANY OF ITS
SUBSIDIARIES TO, CONVEY, SELL, LEASE, ASSIGN, TRANSFER OR OTHERWISE DISPOSE OF,
ANY OF ITS ASSETS, BUSINESS OR PROPERTY, WHETHER NOW OWNED OR HEREAFTER
ACQUIRED, OR, IN THE CASE OF ANY SUBSIDIARY, ISSUE OR SELL ANY SHARES OF SUCH
SUBSIDIARY'S COMMON STOCK TO ANY PERSON OTHER THAN THE SPONSOR OR A GUARANTOR
(OR TO QUALIFY DIRECTORS IF REQUIRED BY APPLICABLE LAW), EXCEPT (A) THE SALE OR
OTHER DISPOSITION FOR FAIR MARKET VALUE OF OBSOLETE OR WORN OUT PROPERTY OR
OTHER PROPERTY NOT NECESSARY FOR OPERATIONS DISPOSED OF IN THE ORDINARY COURSE
OF BUSINESS; (B) THE SALE OF INVENTORY AND PERMITTED INVESTMENTS IN THE ORDINARY
COURSE OF BUSINESS, (C) SALES AND DISPOSITIONS PERMITTED UNDER SECTION 8.3(A)
AND SALE AND LEASEBACK TRANSACTIONS PERMITTED UNDER SECTION 8.9, AND (D)
OTHER
SALES OF ASSETS NOT TO EXCEED $10,000,000 IN BOOK VALUE IN THE AGGREGATE.
TRANSACTIONS WITH AFFILIATES.
THE SPONSOR WILL NOT, AND WILL NOT PERMIT ANY OF
ITS SUBSIDIARIES TO, SELL, LEASE OR OTHERWISE TRANSFER ANY PROPERTY OR ASSETS
TO, OR PURCHASE, LEASE OR OTHERWISE ACQUIRE ANY PROPERTY OR ASSETS FROM, OR
OTHERWISE ENGAGE IN ANY OTHER TRANSACTIONS WITH, ANY OF ITS AFFILIATES, EXCEPT
(A) IN THE ORDINARY COURSE OF BUSINESS AT PRICES AND ON TERMS AND CONDITIONS NOT
LESS FAVORABLE TO THE SPONSOR OR SUCH SUBSIDIARY THAN COULD BE OBTAINED ON AN
ARM'S-LENGTH BASIS FROM UNRELATED THIRD PARTIES, (B) TRANSACTIONS BETWEEN OR
AMONG THE SPONSOR AND ITS WHOLLY-OWNED SUBSIDIARIES NOT INVOLVING ANY OTHER
AFFILIATES AND (C) ANY RESTRICTED PAYMENT PERMITTED BY SECTION 8.5.
RESTRICTIVE AGREEMENTS.
THE SPONSOR WILL NOT, AND WILL NOT PERMIT ANY
SUBSIDIARY TO, DIRECTLY OR INDIRECTLY, ENTER INTO, INCUR OR PERMIT TO EXIST ANY
AGREEMENT THAT PROHIBITS, RESTRICTS OR IMPOSES ANY CONDITION UPON (A) THE
ABILITY OF THE SPONSOR OR ANY SUBSIDIARY TO CREATE, INCUR OR PERMIT ANY LIEN
UPON ANY OF ITS ASSETS OR PROPERTIES, WHETHER NOW OWNED OR HEREAFTER ACQUIRED,
OR (B) THE ABILITY OF ANY SUBSIDIARY TO PAY DIVIDENDS OR OTHER DISTRIBUTIONS
WITH RESPECT TO ITS COMMON STOCK, TO MAKE OR REPAY LOANS OR ADVANCES TO THE
SPONSOR OR ANY OTHER SUBSIDIARY, TO GUARANTEE INDEBTEDNESS OF THE SPONSOR OR ANY
OTHER SUBSIDIARY OR TO TRANSFER ANY OF ITS PROPERTY OR ASSETS TO THE SPONSOR OR
ANY SUBSIDIARY OF THE SPONSOR; PROVIDED, THAT (I) THE FOREGOING SHALL NOT APPLY
TO RESTRICTIONS OR CONDITIONS IMPOSED BY LAW OR BY THIS AGREEMENT OR ANY OTHER
TRANSACTION DOCUMENT, THE SOUTHTRUST LOAN FACILITY AGREEMENT, OR THE NOTE
PURCHASE AGREEMENT, (II) THE FOREGOING SHALL NOT APPLY TO CUSTOMARY RESTRICTIONS
AND CONDITIONS CONTAINED IN AGREEMENTS RELATING TO THE SALE OF A SUBSIDIARY
PENDING SUCH SALE, PROVIDED SUCH RESTRICTIONS AND CONDITIONS APPLY ONLY TO THE
SUBSIDIARY THAT IS SOLD AND SUCH SALE IS PERMITTED HEREUNDER, (III) CLAUSE (A)
SHALL NOT APPLY TO RESTRICTIONS OR CONDITIONS IMPOSED BY ANY AGREEMENT RELATING