A SUBSIDIARY) THAT ARE NOT PERMITTED BY ANY OTHER PARAGRAPH OF THIS
SECTION; PROVIDED THAT THE AGGREGATE FAIR MARKET VALUE OF ALL ASSETS SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF IN RELIANCE UPON THIS PARAGRAPH (G) SHALL
NOT EXCEED $1,000,000 DURING THE TERM OF THIS AGREEMENT;
provided that all sales, transfers, leases and other dispositions permitted
hereby (other than those permitted by paragraphs (b) and (e)) shall be made for
fair value (as reasonably determined by the Borrower) and for consideration at
least 75% of which is cash payable at the time of such sale, transfer or other
disposition.
SECTION 6.06.
SALE AND LEASEBACK TRANSACTIONS.
EXCEPT AS PERMITTED BY SECTIONS
6.01(A)(V) AND 6.02(E), THE BORROWER WILL NOT, NOR WILL IT PERMIT ANY SUBSIDIARY
TO, ENTER INTO ANY ARRANGEMENT, DIRECTLY OR INDIRECTLY, WHEREBY IT SHALL SELL OR
TRANSFER ANY PROPERTY, REAL OR PERSONAL, USED OR USEFUL IN ITS BUSINESS, WHETHER
NOW OWNED OR HEREAFTER ACQUIRED, AND THEREAFTER RENT OR LEASE SUCH PROPERTY OR
OTHER PROPERTY THAT IT INTENDS TO USE FOR SUBSTANTIALLY THE SAME PURPOSE OR
PURPOSES AS THE PROPERTY SOLD OR TRANSFERRED.
SECTION 6.07.
HEDGING AGREEMENTS.
THE BORROWER WILL NOT, NOR WILL IT PERMIT
ANY SUBSIDIARY TO, ENTER INTO ANY HEDGING AGREEMENT, EXCEPT (A) HEDGING
AGREEMENTS REQUIRED BY SECTION 5.15 OR ENTERED INTO TO HEDGE OR MITIGATE RISKS
TO WHICH THE BORROWER OR ANY SUBSIDIARY HAS ACTUAL EXPOSURE (OTHER THAN THOSE IN
RESPECT OF SHARES OF EQUITY INTERESTS IN THE BORROWER OR ANY SUBSIDIARY) AND (B)
HEDGING 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.
SECTION 6.08.
RESTRICTED PAYMENTS; CERTAIN PAYMENTS OF INDEBTEDNESS.
(A)
THE
BORROWER WILL NOT, NOR WILL IT 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) ANY SUBSIDIARY MAY DECLARE AND PAY DIVIDENDS RATABLY WITH RESPECT TO ITS
EQUITY INTERESTS;
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(II) THE BORROWER MAY DECLARE AND PAY DIVIDENDS WITH RESPECT TO ITS EQUITY
INTERESTS PAYABLE SOLELY IN SHARES OF ITS COMMON STOCK;
(III) THE BORROWER MAY REPURCHASE OUTSTANDING EQUITY INTERESTS OF THE BORROWER;
PROVIDED THAT (A) AT THE TIME OF AND AFTER GIVING EFFECT TO EACH SUCH REPURCHASE
NO DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, (B) THE AGGREGATE AMOUNT OF
SUCH REPURCHASES SHALL NOT EXCEED $10,000,000 DURING ANY FISCAL YEAR (INCREASED
BY THE AMOUNT, IF ANY, BY WHICH SUCH REPURCHASES DURING THE IMMEDIATELY
PRECEDING FISCAL YEAR SHALL HAVE BEEN LESS THAN $10,000,000); AND (C) THE
AGGREGATE AMOUNT OF ALL SUCH REPURCHASES DURING THE TERM OF THIS AGREEMENT SHALL
NOT EXCEED $50,000,000; AND
(IV) THE BORROWER MAY PAY CASH DIVIDENDS IN RESPECT OF ITS EQUITY INTERESTS, AND
MAY REPURCHASE SUCH EQUITY INTERESTS WITHOUT REGARD TO THE LIMITATIONS CONTAINED
IN CLAUSES (B) AND (C) OF THE PRECEDING CLAUSE (III), AT