PURCHASE SUCH COMMON STOCK OR SUCH INDEBTEDNESS, WHETHER NOW OR
HEREAFTER OUTSTANDING (EACH, A "RESTRICTED PAYMENT"), EXCEPT FOR:
66
(A)
DIVIDENDS PAYABLE BY A BORROWER SOLELY IN SHARES OF ANY CLASS OF
ITS COMMON STOCK;
(B)
RESTRICTED PAYMENTS MADE BY ANY SUBSIDIARY OF A BORROWER TO SUCH
BORROWER OR TO ANOTHER SUBSIDIARY, ON AT LEAST A PRO RATA BASIS WITH ANY OTHER
SHAREHOLDERS IF SUCH SUBSIDIARY IS NOT WHOLLY OWNED BY SUCH BORROWER AND OTHER
WHOLLY OWNED SUBSIDIARIES;
(C)
SCHEDULED QUARTERLY DIVIDENDS PAID ON THE CAPITAL STOCK OF UIC AND
INTEREST ON SUCH SUBORDINATED INDEBTEDNESS, SO LONG AS NO DEFAULT OR EVENT OF
DEFAULT HAS OCCURRED AND IS CONTINUING OR WOULD RESULT THEREFROM;
(D)
INTENTIONALLY DELETED;
(E)
PERMITTED DIVIDENDS; AND
(F)
DIVIDENDS AND DISTRIBUTIONS ON, AND REDEMPTIONS AND REPURCHASES
OF, THE CAPITAL STOCK OF AAI PAID TO UIC TO FUND, ON A SUBSTANTIALLY
SIMULTANEOUS BASIS, RESTRICTED PAYMENTS PERMITTED UNDER CLAUSE (E) ABOVE AND
PERMITTED OTHER INVESTMENTS.
SECTION 7.6.
SALE OF ASSETS.
NO BORROWER WILL, NOR WILL ANY BORROWER
PERMIT ANY RESTRICTED SUBSIDIARY 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 A BORROWER OR
A SUBSIDIARY LOAN PARTY (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; AND
(C)
AS MAY BE PERMITTED EXPRESSLY BY SECTION 7.3(A)(IV).
SECTION 7.7.
TRANSACTIONS WITH AFFILIATES.
NO BORROWER WILL, NOR WILL
ANY BORROWER PERMIT ANY RESTRICTED SUBSIDIARY 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 BORROWERS OR SUCH RESTRICTED
SUBSIDIARY THAN COULD BE OBTAINED ON AN ARM'S-LENGTH BASIS FROM UNRELATED THIRD
PARTIES, AND (B) TRANSACTIONS BETWEEN OR AMONG ANY BORROWER AND ANY SUBSIDIARY
LOAN PARTY NOT INVOLVING ANY OTHER AFFILIATES.
67
SECTION 7.8.
RESTRICTIVE AGREEMENTS.
NO BORROWER WILL, NOR WILL ANY
BORROWER PERMIT ANY RESTRICTED 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 ANY BORROWER OR ANY RESTRICTED
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
RESTRICTED SUBSIDIARY OF ANY BORROWER TO PAY DIVIDENDS OR OTHER DISTRIBUTIONS
WITH RESPECT TO ITS COMMON STOCK, TO MAKE OR REPAY LOANS OR ADVANCES TO ANY
BORROWER OR ANY OTHER RESTRICTED