OR
EXCHANGE DESCRIBED IN SUBSECTION (II) PRECEDING, AFTER A PROPERTY HAS BEEN
ACQUIRED OR DISPOSED OF BY THE BORROWER OR ANY OF ITS SUBSIDIARIES IN CONNECTION
WITH SUCH SWAP OR EXCHANGE THERE SHALL EXIST A DEFAULT, AND SUCH LOAN PARTY HAS
ENTERED INTO A CONTRACTUAL ARRANGEMENT BINDING SUCH LOAN PARTY TO CONSUMMATE
SUCH SWAP OR EXCHANGE WITH AN UNAFFILIATED THIRD PARTY PRIOR TO THE EXISTENCE OF
SUCH DEFAULT, SUCH LOAN PARTY SHALL BE PERMITTED TO CONSUMMATE SUCH SWAP OR
EXCHANGE DESPITE THE EXISTENCE OF SUCH DEFAULT; AND
(G)
IN ADDITION TO SUBSECTION (F) PRECEDING, SO LONG AS (I) NO DEFAULT
SHALL EXIST OR WOULD RESULT FROM EACH SUCH DISPOSITION, (II) THE BORROWER HAS
COMPLIED WITH THE PROVISIONS OF SECTION 2.04(B)(II) WITH RESPECT TO EACH SUCH
DISPOSITION AND (III) AFTER GIVING EFFECT TO EACH SUCH DISPOSITION, AT LEAST 80%
OF CONSOLIDATED OPERATING CASH FLOW, ON A PRO FORMA BASIS, WILL BE DERIVED FROM
THE BUSINESS, THE BORROWER MAY MAKE DISPOSITIONS OF ASSETS REPRESENTING NOT MORE
THAN 25% OF CONSOLIDATED OPERATING CASH FLOW (MEASURED FOR THE MOST RECENTLY
COMPLETED FOUR FISCAL QUARTERS) IN THE AGGREGATE FOR ALL SUCH ASSET DISPOSITIONS
OVER THE TERM OF THIS AGREEMENT.
FOR THE AVOIDANCE OF DOUBT, OPERATING CASH
FLOW FROM ASSETS SOLD SHALL BE CALCULATED BASED ON THE OPERATING CASH FLOW FOR
THE FOUR FISCAL QUARTERS PRECEDING THE DATE OF SALE OF THE ASSETS SOLD FOR ALL
ASSETS SOLD CUMULATIVELY FROM THE CLOSING DATE THROUGH THE DATE OF
DETERMINATION, MEASURED AGAINST CONSOLIDATED OPERATING CASH FLOW FOR THE MOST
RECENTLY COMPLETED FOUR FISCAL QUARTERS OF THE PARENT.
7.06
RESTRICTED PAYMENTS.
DECLARE OR MAKE, DIRECTLY OR INDIRECTLY, ANY
RESTRICTED PAYMENT, PROVIDED THAT,
(A)
EACH SUBSIDIARY MAY MAKE RESTRICTED PAYMENTS TO THE BORROWER, THE
GUARANTORS AND ANY OTHER PERSON THAT OWNS AN EQUITY INTEREST IN SUCH SUBSIDIARY,
RATABLY ACCORDING TO THEIR RESPECTIVE HOLDINGS OF THE TYPE OF EQUITY INTEREST IN
RESPECT OF WHICH SUCH RESTRICTED PAYMENT IS BEING MADE;
(B)
THE BORROWER AND EACH RESTRICTED SUBSIDIARY MAY DECLARE AND MAKE
DIVIDEND PAYMENTS OR OTHER DISTRIBUTIONS PAYABLE TO THE PARENT, THE BORROWER OR
ANOTHER RESTRICTED SUBSIDIARY THAT IS A GUARANTOR SOLELY IN THE COMMON STOCK OR
OTHER COMMON EQUITY INTERESTS OF SUCH PERSON;
(C)
SO LONG AS THERE EXISTS NO DEFAULT BOTH BEFORE AND AFTER GIVING
EFFECT TO EACH SUCH PAYMENT AS DEMONSTRATED IN THE MOST RECENTLY COMPLETED
COMPLIANCE CERTIFICATE PREVIOUSLY DELIVERED IN ACCORDANCE WITH THE TERMS OF
SECTION 6.02(A), THE BORROWER AND THE PARENT MAY DECLARE AND PAY CASH DIVIDENDS
AND MAKE STOCK REDEMPTIONS, REPURCHASES AND CAPITAL DISTRIBUTIONS TO PARENT, OR
PARENT'S STOCKHOLDERS;
(D)
74
(I)
BORROWER MAY DECLARE AND PAY DIVIDENDS UP TO THE PARENT IN AN
AGGREGATE AMOUNT OVER THE TERM OF THIS AGREEMENT NOT TO EXCEED $10,000,000,
PROVIDED THAT, SUCH DIVIDENDS MAY ONLY BE DECLARED AND PAID SO THAT SUCH FUNDS
CAN BE USED TO MAKE PAYMENTS RELATING TO THE SETTLEMENT OF AND EXPENSES RELATING
TO, LEGAL OR ADMINISTRATIVE PROCEEDINGS OF THE PARENT, THE BORROWER OR THE
RESTRICTED SUBSIDIARIES THAT ARE UNINSURED, AND
(II)
IN ADDITION