SECTION 6.02(B) OR SECTION 6.02(G).
SECTION 6.07.
SWAP AGREEMENTS.
NO LOAN PARTY WILL, NOR WILL IT PERMIT ANY OF
ITS
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SUBSIDIARIES TO, ENTER INTO ANY SWAP AGREEMENT, EXCEPT (A) SWAP AGREEMENTS
ENTERED INTO TO HEDGE OR MITIGATE RISKS TO WHICH THE PARENT BORROWER OR ANY
SUBSIDIARY ARE SUBJECT OR THE MANAGEMENT OF THE LIABILITIES OF THE PARENT
BORROWER OR ANY SUBSIDIARY AND NOT FOR SPECULATIVE PURPOSES (OTHER THAN THOSE IN
RESPECT OF EQUITY INTERESTS OF THE PARENT BORROWER OR ANY SUBSIDIARY), AND
(B) SWAP AGREEMENTS ENTERED INTO IN ORDER TO EFFECTIVELY CAP, COLLAR OR EXCHANGE
INTEREST RATES (FROM FIXED TO FLOATING RATES, FROM ONE FLOATING RATE TO ANOTHER
FLOATING RATE OR OTHERWISE) WITH RESPECT TO ANY INTEREST-BEARING LIABILITY OR
INVESTMENT OF THE PARENT BORROWER OR ANY SUBSIDIARY.
SECTION 6.08.
RESTRICTED PAYMENTS; CERTAIN PAYMENTS OF INDEBTEDNESS.
(A)
NO
LOAN PARTY WILL, NOR WILL IT PERMIT ANY OF ITS SUBSIDIARIES TO, DECLARE OR MAKE,
OR AGREE TO PAY OR MAKE, DIRECTLY OR INDIRECTLY, ANY RESTRICTED PAYMENT, OR
INCUR ANY OBLIGATION (CONTINGENT OR OTHERWISE) TO DO SO, EXCEPT (I) THE
SUBSIDIARIES MAY DECLARE AND PAY DIVIDENDS RATABLY WITH RESPECT TO THEIR EQUITY
INTERESTS, (II) HOLDINGS MAY DECLARE AND PAY DIVIDENDS WITH RESPECT TO ITS
EQUITY INTERESTS PAYABLE SOLELY IN SHARES OF QUALIFIED EQUITY INTERESTS,
(III) HOLDINGS MAY MAKE (AND THE PARENT BORROWER MAY DECLARE AND MAKE DIVIDENDS
OR OTHER DISTRIBUTIONS TO HOLDINGS IN AMOUNTS NECESSARY TO PERMIT HOLDINGS TO
MAKE) RESTRICTED PAYMENTS IN AN AGGREGATE AMOUNT NOT TO EXCEED $3,000,000 IN ANY
FISCAL YEAR OF THE PARENT BORROWER TO CANCEL, REDEEM, ACQUIRE OR REPURCHASE
SHARES OF ITS COMMON OR PREFERRED STOCK HELD BY, OR STOCK OPTIONS GRANTED TO,
DIRECTORS AND EMPLOYEES OF THE LOAN PARTIES IN THE EVENT OF DEATH, DISABILITY,
TERMINATION OF EMPLOYMENT OR RETIREMENT OF ANY SUCH DIRECTOR OR EMPLOYEE (IT
BEING UNDERSTOOD THAT SUCH RESTRICTED PAYMENT MAY BE IN THE FORM OF INDEBTEDNESS
SUBORDINATED TO THE OBLIGATIONS IN A MANNER REASONABLY ACCEPTABLE TO THE
ADMINISTRATIVE AGENT), (IV) HOLDINGS MAY EXCHANGE ITS QUALIFIED EQUITY INTERESTS
FOR, AND IN REPAYMENT OR PREPAYMENT OF, ANY SUBORDINATED INDEBTEDNESS PERMITTED
BY SECTION 6.01(Q) OR REFINANCE SUCH SUBORDINATED INDEBTEDNESS WITH OTHER
SUBORDINATED INDEBTEDNESS TO THE EXTENT PERMITTED BY SECTION 6.01(Q),
(V) HOLDINGS MAY AND THE PARENT BORROWER MAY, OR MAY MAKE RESTRICTED PAYMENTS TO
HOLDINGS SO THAT HOLDINGS MAY, MAKE RESTRICTED PAYMENTS, NOT EXCEEDING
$1,000,000 DURING ANY FISCAL YEAR, PURSUANT TO AND IN ACCORDANCE WITH STOCK
OPTION PLANS OR OTHER BENEFIT PLANS APPROVED BY THE PARENT BORROWER'S BOARD OF
DIRECTORS FOR MANAGEMENT OR EMPLOYEES OF HOLDINGS, THE PARENT BORROWER AND THE
SUBSIDIARIES, (VI) THE PARENT BORROWER MAY MAKE RESTRICTED PAYMENTS TO HOLDINGS
AT SUCH TIMES AND IN SUCH AMOUNTS (A) NOT EXCEEDING $500,000 DURING ANY FISCAL
YEAR (OR $4,000,000 IN ANY FISCAL YEAR OF THE PARENT BORROWER FOLLOWING THE
COMPLETION OF AN IPO WHERE HOLDINGS IS THE PUBLIC COMPANY), AS SHALL BE
NECESSARY TO PERMIT HOLDINGS TO DISCHARGE ITS GENERAL CORPORATE AND OVERHEAD
(INCLUDING FRANCHISE TAXES AND DIRECTORS FEES) EXPENSES INCURRED IN THE ORDINARY