OTHERWISE DISPOSE OF (WHETHER IN ONE TRANSACTION OR IN A SERIES
OF TRANSACTIONS) ALL OR SUBSTANTIALLY ALL OF ITS ASSETS (WHETHER NOW OWNED OR
HEREAFTER ACQUIRED) TO ANY PERSON OR, EXCEPT PURSUANT TO A TRANSACTION EFFECTED
IN COMPLIANCE WITH SECTION 10.05, PURCHASE OR OTHERWISE ACQUIRE (WHETHER IN ONE
TRANSACTION OR IN A SERIES OF RELATED TRANSACTIONS) ALL OR SUBSTANTIALLY ALL OF
THE ASSETS OF ANY PERSON; PROVIDED, HOWEVER, THAT SPECIALTY JAPAN MAY BE
DISSOLVED.
95
SECTION 10.05.
INVESTMENTS.
MAKE ANY LOAN OR ADVANCE TO ANY PERSON OR
PURCHASE OR OTHERWISE ACQUIRE ANY CAPITAL STOCK, ASSETS, OBLIGATIONS OR OTHER
SECURITIES OF, MAKE ANY CAPITAL CONTRIBUTION TO, OR OTHERWISE INVEST, OR ACQUIRE
ANY INTEREST, IN ANY PERSON, EXCEPT:
(I) PERMITTED INVESTMENTS, (II) LOANS,
ADVANCES, CAPITAL CONTRIBUTIONS AND SHARE PURCHASES PERMITTED BY SECTION 9.07 OR
SECTION 10.06 OF THIS FINANCING AGREEMENT, AND (III) LOANS, ADVANCES AND CAPITAL
CONTRIBUTIONS MADE BY ANY OBLIGOR IN ANOTHER OBLIGOR, INCLUDING ANY LOAN,
ADVANCE OR CAPITAL CONTRIBUTION MADE BY AN OBLIGOR IN A NEWLY FORMED SUBSIDIARY
WHICH SHALL BECOME AN OBLIGOR HEREUNDER.
NOTWITHSTANDING THE FOREGOING, THE
OBLIGORS SHALL BE PERMITTED TO (1) MAKE LOANS, ADVANCES OR CAPITAL CONTRIBUTIONS
TO SUBSIDIARIES (INCLUDING NEWLY FORMED SUBSIDIARIES) THAT ARE NOT OBLIGORS, TO
FUND THEIR RESPECTIVE OBLIGATIONS OR (2) PURCHASE OR OTHERWISE ACQUIRE ALL OR
SUBSTANTIALLY ALL OF THE ASSETS OR STOCK OF ANY PERSON, IF, IN ANY SUCH CASE,
EACH OF THE RESTRICTED PAYMENT CONDITIONS IS SATISFIED WITH RESPECT TO THE
RELEVANT LOAN, ADVANCE, CAPITAL CONTRIBUTION, PURCHASE OR ACQUISITION.
SECTION 10.06.
TRANSACTION WITH AFFILIATES.
ENTER INTO ANY TRANSACTION,
INCLUDING, WITHOUT LIMITATION, ANY PURCHASE, SALE, LEASE, LOAN OR EXCHANGE OF
PROPERTY WITH ANY AFFILIATE OF SUCH OBLIGOR UNLESS SUCH TRANSACTION SHALL BE ON
TERMS NO LESS FAVORABLE TO SUCH OBLIGOR THAN WOULD BE OBTAINABLE AT THE TIME IN
A COMPARABLE ARM'S LENGTH TRANSACTION WITH AN UNRELATED THIRD PARTY; PROVIDED,
THAT THIS SECTION 10.06 SHALL NOT APPLY TO (A) CUSTOMARY FEES PAID BY FIBERMARK
TO MEMBERS OF ITS BOARD OF DIRECTORS, (B) ANY TRANSACTION BETWEEN ANY OBLIGOR
AND ANY EMPLOYEE OF SUCH PERSON THAT IS APPROVED BY SUCH PERSON'S BOARD OF
DIRECTORS (PROVIDED THAT SUCH APPROVAL SHALL NOT BE REQUIRED WITH RESPECT TO
NORMAL COMPENSATION ARRANGEMENTS INVOLVING ANY SUCH EMPLOYEE) AND (C) LOANS,
ADVANCES, CAPITAL CONTRIBUTIONS AND SHARE PURCHASES PERMITTED BY SECTION 9.07 OR
SECTION 10.05 OF THIS FINANCING AGREEMENT.
SECTION 10.07.
NATURE OF BUSINESS.
CHANGE ITS CORPORATE NAME, PRINCIPAL PLACE
OF BUSINESS OR STRUCTURE, OR ENTER INTO OR ENGAGE IN ANY OPERATION OR ACTIVITY
OTHER THAN ACTIVITIES OF THE TYPES CONDUCTED BY EACH OBLIGOR ON THE DATE HEREOF
OR AS OF THE DATE OF THE ACQUISITION OF AN ACQUIRED ENTITY AND OPERATIONS AND
ACTIVITIES SUBSTANTIALLY SIMILAR THERETO AND LOGICAL EXTENSIONS THEREOF.
SECTION 10.08.
DIVIDENDS.
DECLARE OR PAY ANY DIVIDENDS; OR PURCHASE, REDEEM,
RETIRE, OR OTHERWISE ACQUIRE FOR VALUE ANY OF THE CAPITAL STOCK OR SECURITIES
CONVERTIBLE INTO CAPITAL STOCK OF SUCH OBLIGOR NOW OR HEREAFTER OUTSTANDING; OR
MAKE ANY DISTRIBUTION OF ASSETS TO ITS STOCKHOLDERS AS SUCH, WHETHER IN CASH,
ASSETS,