SUBSTANTIALLY
THE SAME PURPOSE OR PURPOSES AS THE PROPERTY SOLD OR TRANSFERRED (A "SALE AND
LEASE-BACK TRANSACTION"); PROVIDED THAT A SALE AND LEASE-BACK TRANSACTION SHALL
BE PERMITTED SO LONG AS (A) SUCH SALE AND LEASE-BACK TRANSACTION (I) IS MADE FOR
CASH CONSIDERATION IN AN AMOUNT NOT LESS THAN THE FAIR VALUE OF SUCH PROPERTY
AND (II) IS PURSUANT TO A LEASE ON MARKET TERMS AND (B) THE AGENT SHALL HAVE
RECEIVED FROM THE PURCHASER OR TRANSFEREE A COLLATERAL ACCESS AGREEMENT ON TERMS
AND CONDITIONS REASONABLY SATISFACTORY TO THE AGENT.
SECTION 6.07. SWAP AGREEMENTS.
NO LOAN PARTY WILL, NOR WILL IT PERMIT ANY
SUBSIDIARY TO, ENTER INTO ANY SWAP AGREEMENT, EXCEPT (A) SWAP AGREEMENTS ENTERED
INTO TO HEDGE OR MITIGATE RISKS TO WHICH SUCH LOAN PARTY HAS ACTUAL EXPOSURE
(OTHER THAN THOSE IN RESPECT OF EQUITY
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INTERESTS OF SUCH LOAN PARTY OR ANY OF ITS SUBSIDIARIES), 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 SUCH LOAN PARTY OR ANY SUBSIDIARY.
SECTION 6.08. RESTRICTED PAYMENTS; CERTAIN PAYMENTS OF INDEBTEDNESS.
(A)
NO
LOAN PARTY WILL, NOR WILL IT PERMIT ANY SUBSIDIARY TO, DECLARE OR MAKE, OR AGREE
TO PAY OR MAKE, DIRECTLY OR INDIRECTLY, ANY RESTRICTED PAYMENT, EXCEPT:
(I) EACH OF HOLDINGS AND THE BORROWER MAY DECLARE AND PAY DIVIDENDS OR MAKE
OTHER DISTRIBUTIONS WITH RESPECT TO ITS EQUITY INTERESTS PAYABLE SOLELY IN
ADDITIONAL SHARES OF ITS EQUITY INTERESTS (OTHER THAN DISQUALIFIED EQUITY
INTERESTS NOT PERMITTED BY SECTION 6.01);
(II) SUBSIDIARIES MAY DECLARE AND PAY DIVIDENDS OR MAKE OTHER DISTRIBUTIONS
RATABLY WITH RESPECT TO THEIR EQUITY INTERESTS;
(III) THE BORROWER AND ITS SUBSIDIARIES MAY MAKE RESTRICTED PAYMENTS TO HOLDINGS
(AND HOLDINGS MAY MAKE RESTRICTED PAYMENTS TO ANY DIRECT OR INDIRECT PARENT
THEREOF) THE PROCEEDS OF WHICH ARE USED TO PURCHASE, RETIRE, REDEEM OR OTHERWISE
ACQUIRE THE EQUITY INTERESTS OF HOLDINGS (OR OF ANY SUCH DIRECT OR INDIRECT
PARENT OF HOLDINGS) OR OF THE BORROWER (FOLLOWING A QUALIFIED PUBLIC OFFERING OF
THE BORROWER) (INCLUDING RELATED STOCK APPRECIATION RIGHTS OR SIMILAR
SECURITIES) HELD BY THEN PRESENT OR FORMER DIRECTORS, CONSULTANTS, OFFICERS OR
EMPLOYEES OF HOLDINGS (OR OF ANY SUCH DIRECT OR INDIRECT PARENT), THE BORROWER
OR ANY OF THE SUBSIDIARIES OR BY ANY STOCK OPTION PLAN OR OTHER BENEFIT PLAN
UPON SUCH PERSON'S DEATH, DISABILITY, RETIREMENT OR TERMINATION OF EMPLOYMENT OR
UNDER THE TERMS OF ANY SUCH PLAN OR ANY OTHER AGREEMENT UNDER WHICH SUCH SHARES
OF STOCK OR RELATED RIGHTS WERE ISSUED; PROVIDED THAT THE AGGREGATE AMOUNT OF
SUCH PURCHASES, REDEMPTIONS OR OTHER ACQUISITIONS UNDER THIS CLAUSE (A)(III)
SHALL NOT EXCEED IN ANY FISCAL YEAR $5,000,000 (PLUS THE AMOUNT OF NET PROCEEDS
(X) RECEIVED BY HOLDINGS DURING SUCH CALENDAR YEAR FROM SALES OF EQUITY
INTERESTS OF HOLDINGS TO DIRECTORS, CONSULTANTS, OFFICERS OR EMPLOYEES OF
HOLDINGS, THE BORROWER OR ANY SUBSIDIARY IN CONNECTION WITH PERMITTED EMPLOYEE
COMPENSATION AND INCENTIVE ARRANGEMENTS AND