SUCH
SUBSIDIARY);
(III)
THE BORROWER MAY PURCHASE ITS EQUITY INTERESTS IN THE OPEN MARKET
PURSUANT TO ITS STOCK REPURCHASE PLAN AS IN EFFECT ON THE EFFECTIVE DATE, OR
PURSUANT TO AN OPEN MARKET PURCHASE PLAN THE TERMS OF WHICH ARE CONSISTENT WITH
SUCH PLAN, IN AN AGGREGATE AMOUNT NOT TO EXCEED $50.0 MILLION;
(IV)
A WHOLLY-OWNED SUBSIDIARY MAY REPURCHASE ITS EQUITY INTERESTS;
(V)
THE REPURCHASE OF EQUITY INTERESTS OF THE BORROWER DEEMED TO OCCUR
UPON (A) THE EXERCISE OF STOCK OPTIONS TO THE EXTENT SUCH EQUITY INTERESTS
REPRESENT A PORTION OF THE EXERCISE PRICE OF THOSE STOCK OPTIONS AND (B) THE
WITHHOLDING OF A PORTION OF SUCH EQUITY INTERESTS TO PAY TAXES ASSOCIATED
THEREWITH, AND THE PURCHASE OF FRACTIONAL SHARES OF EQUITY INTERESTS OF THE
BORROWER OR ANY OF ITS SUBSIDIARIES ARISING OUT OF STOCK DIVIDENDS, SPLITS OR
COMBINATIONS OR BUSINESS COMBINATION;
(VI)
THE BORROWER MAY PAY CASH DIVIDENDS OR PURCHASE ITS EQUITY
INTERESTS IN THE OPEN MARKET OR OTHERWISE AT ANY TIME WITH THE AVAILABLE AMOUNT
AT SUCH TIME SO LONG AS IMMEDIATELY AFTER SUCH DIVIDEND OR PURCHASE AND ANY
RELATED TRANSACTION OR BORROWING THE BORROWER SATISFIES THE LIQUIDITY TEST; AND
(VII)
THE BORROWER MAY REPURCHASE ITS EQUITY INTERESTS, OR WARRANTS,
PUTS, OPTIONS OR RIGHTS TO PURCHASE OR OTHERWISE ACQUIRE AN EQUITY INTEREST IN
THE BORROWER FROM
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ANY PRESENT OR FORMER OFFICER, DIRECTOR OR EMPLOYEE OR CONSULTANT OF THE
BORROWER OR ANY OF ITS SUBSIDIARIES PURSUANT TO AN AGREEMENT (INCLUDING AN
EMPLOYMENT AGREEMENT) OR PLAN APPROVED IN GOOD FAITH BY THE BOARD OF DIRECTORS
OF THE BORROWER OR SUCH SUBSIDIARY UNDER WHICH SUCH PERSON PURCHASES OR SELLS OR
IS GRANTED AN OPTION TO PURCHASE OR SELL SUCH EQUITY INTERESTS, IN AN AMOUNT NOT
TO EXCEED $3.0 MILLION IN ANY FISCAL YEAR.
10.04.
Indebtedness.
The Borrower will not, and will not permit any of its
Subsidiaries to, contract, create, incur, assume or suffer to exist any
Indebtedness, except:
(I)
INDEBTEDNESS INCURRED PURSUANT TO THIS AGREEMENT AND THE OTHER
CREDIT DOCUMENTS;
(II)
INDEBTEDNESS OUTSTANDING ON THE EFFECTIVE DATE AND LISTED ON
SCHEDULE III (AS REDUCED BY ANY REPAYMENTS OF PRINCIPAL THEREOF), AND ANY
EXTENSION, RENEWAL OR REFINANCING THEREOF, PROVIDED THAT THE AGGREGATE PRINCIPAL
AMOUNT OF THE INDEBTEDNESS TO BE EXTENDED, RENEWED OR REFINANCED DOES NOT
INCREASE FROM THAT AMOUNT OUTSTANDING AT THE TIME OF ANY SUCH EXTENSION, RENEWAL
OR REFINANCING (PLUS UNPAID, ACCRUED INTEREST AND PREMIUMS THEREON AND
UNDERWRITING DISCOUNTS, FEES, COMMISSIONS AND EXPENSES) AND PROVIDED, FURTHER,
THAT ANY INTERCOMPANY DEBT LISTED ON SCHEDULE III (AND SUBSEQUENT EXTENSIONS,
REFINANCINGS, RENEWALS, REPLACEMENTS AND REFUNDINGS THEREOF AS PERMITTED
PURSUANT TO THIS SECTION 10.04(II)) MAY ONLY BE EXTENDED, REFINANCED, RENEWED,
REPLACED OR REFUNDED IF THE INTERCOMPANY DEBT SO EXTENDED, REFINANCED, RENEWED,
REPLACED OR REFUNDED HAS THE SAME OBLIGOR(S) AND OBLIGEE(S) AS THE INTERCOMPANY
DEBT BEING EXTENDED, REFINANCED, RENEWED, REPLACED OR REFUNDED;
(III)
INDEBTEDNESS OF THE BORROWER UNDER (X) INTEREST RATE PROTECTION
AGREEMENTS ENTERED INTO WITH RESPECT TO OTHER INDEBTEDNESS PERMITTED UNDER THIS
SECTION 10.04 AND (Y) OTHER HEDGING AGREEMENTS ENTERED INTO IN