SUBSIDIARY), (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 BORROWER OR ANY SUBSIDIARY AND (C) THE BORROWER OR ANY SUBSIDIARY WILL BE
ENTITLED TO ISSUE INTEREST RATE PROTECTION PURSUANT TO ONE OR MORE SWAP
AGREEMENTS IF AND TO THE EXTENT THAT ONE OR MORE OTHER WHOLLY-OWNED SUBSIDIARIES
OF THE REVOLVING BORROWER OR SUCH SUBSIDIARY IS PURCHASING OR ALREADY
OWNS OFFSETTING INTEREST RATE PROTECTION FOR THE SAME DURATION (OR LONGER) AND
NOTIONAL AMOUNT (OR GREATER), PROVIDED THAT ANY SUCH
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OFFSETTING SWAP AGREEMENT ARRANGEMENTS WILL BE DISREGARDED FOR PURPOSES OF
DETERMINING HOLDINGS'S COMPLIANCE WITH THE REQUIREMENTS OF SECTION 5.14.
SECTION 6.08. RESTRICTED PAYMENTS. (A)
NEITHER HOLDINGS NOR THE BORROWER WILL,
NOR WILL HOLDINGS PERMIT ANY SUBSIDIARY 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 BORROWER AND THE SUBSIDIARIES
(OTHER THAN THE REVOLVING BORROWER) MAY DECLARE AND PAY DIVIDENDS RATABLY WITH
RESPECT TO THEIR EQUITY INTERESTS, (II) HOLDINGS MAY DECLARE AND PAY DIVIDENDS
WITH RESPECT TO ITS COMMON STOCK PAYABLE SOLELY IN SHARES OF COMMON STOCK,
(III) THE REVOLVING BORROWER MAY, OR MAY MAKE RESTRICTED PAYMENTS TO HOLDINGS SO
THAT HOLDINGS MAY (AND HOLDINGS MAY), MAKE RESTRICTED PAYMENTS PURSUANT TO AND
IN ACCORDANCE WITH STOCK OPTION PLANS OR OTHER BENEFIT PLANS APPROVED BY
HOLDINGS'S BOARD OF DIRECTORS FOR MANAGEMENT OR EMPLOYEES OF HOLDINGS, THE
BORROWER AND THE SUBSIDIARIES, (IV) THE REVOLVING BORROWER MAY MAKE RESTRICTED
PAYMENTS TO HOLDINGS AT SUCH TIMES AND IN SUCH AMOUNTS (A) 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 COURSE AND
OTHER PERMITTED LIABILITIES AND (B) AS SHALL BE NECESSARY TO PAY THE TAX
LIABILITIES OF HOLDINGS DIRECTLY ATTRIBUTABLE TO (OR ARISING AS A RESULT OF) THE
OPERATIONS OF THE BORROWER AND THE SUBSIDIARIES; PROVIDED, HOWEVER, THAT (1) THE
AMOUNT OF RESTRICTED PAYMENTS PURSUANT TO CLAUSE (B) OF THIS CLAUSE (IV) SHALL
NOT EXCEED THE AMOUNT THAT THE BORROWER AND THE SUBSIDIARIES WOULD BE REQUIRED
TO PAY IN RESPECT OF FEDERAL, STATE AND LOCAL TAXES WERE THE BORROWER AND THE
SUBSIDIARIES TO PAY SUCH TAXES AS STAND-ALONE TAXPAYERS, (2) ALL RESTRICTED
PAYMENTS MADE TO HOLDINGS PURSUANT TO THIS CLAUSE (IV) ARE USED BY HOLDINGS FOR
THE PURPOSES SPECIFIED HEREIN WITHIN TEN BUSINESS DAYS AFTER HOLDINGS'S RECEIPT
THEREOF AND (3) NO DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING OR WOULD RESULT
THEREFROM, (V) EACH OF HOLDINGS AND THE REVOLVING BORROWER MAY DECLARE AND PAY
DIVIDENDS IN RESPECT OF QUALIFIED EQUITY INTERESTS AND/OR TRUST PREFERRED
SECURITIES OTHERWISE PERMITTED HEREUNDER AND (VI) HOLDINGS AND THE REVOLVING
BORROWER MAY MAKE REPURCHASES OF COMMON EQUITY INTERESTS PERMITTED BY
SECTION 6.04(N).
SECTION 6.09. TRANSACTIONS WITH AFFILIATES. NEITHER HOLDINGS NOR THE BORROWER
WILL,