THE BORROWER OR
ANY SUBSIDIARY;
(G) LICENSES OR SUBLICENSES OF INTELLECTUAL PROPERTY IN THE ORDINARY COURSE OF
BUSINESS, TO THE EXTENT THAT THEY DO NOT MATERIALLY INTERFERE WITH THE BUSINESS
OF HOLDINGS, THE BORROWER OR ANY SUBSIDIARY;
(H) DISPOSITIONS RESULTING FROM ANY CASUALTY OR OTHER INSURED DAMAGE TO, OR ANY
TAKING UNDER POWER OF EMINENT DOMAIN OR BY CONDEMNATION OR SIMILAR PROCEEDING
OF, ANY PROPERTY OR ASSET OF THE BORROWER OR ANY SUBSIDIARY;
(I) SALES, TRANSFERS AND OTHER DISPOSITIONS OF ASSETS OR ANY DIRECT OR INDIRECT
INTEREST THEREIN, PROVIDED THAT PROMPTLY FOLLOWING THE RECEIPT OF ANY CASH
PROCEEDS FROM SUCH SALE, TRANSFER OR DISPOSITION, THE BORROWER OR THE APPLICABLE
SUBSIDIARY WILL USE SUCH PROCEEDS TO (X) ACQUIRE, MAINTAIN, DEVELOP, CONSTRUCT,
IMPROVE, UPGRADE OR REPAIR ASSETS USEFUL IN THE BUSINESS OF THE LOAN PARTIES, OR
MAKE INVESTMENTS PURSUANT TO SECTION 6.04(B), IN EACH CASE WITHIN NINE MONTHS OF
SUCH RECEIPT OR (Y) REPAY OUTSTANDING INDEBTEDNESS, AND
(J) SALES, TRANSFERS AND OTHER DISPOSITIONS OF ASSETS (OTHER THAN EQUITY
INTERESTS IN A SUBSIDIARY UNLESS ALL EQUITY INTERESTS IN SUCH SUBSIDIARY ARE
SOLD) THAT ARE NOT PERMITTED BY ANY OTHER CLAUSE OF THIS SECTION, PROVIDED THAT
THE AGGREGATE FAIR MARKET VALUE OF ALL ASSETS SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF IN RELIANCE UPON THIS CLAUSE (I) SHALL NOT EXCEED $5,000,000 DURING
ANY FISCAL YEAR OF THE BORROWER,
provided that all sales, transfers, leases and other dispositions permitted
hereby (other than those permitted by clause (b)) shall be made for fair value
(as determined by a Financial Officer in good faith) and, in the event of sale,
transfer, lease or other disposition of all or substantially all of the
Borrower's or the applicable Subsidiary's interest in any Existing Hotel
Property, for at least 75% cash consideration and/or like-kind consideration
payable at the time of such sale, transfer or other disposition, provided that
assumed debt shall be deemed to be cash for purposes of such determination.
60
SECTION 6.06. [INTENTIONALLY OMITTED.]
SECTION 6.07. SWAP AGREEMENTS. NEITHER HOLDINGS NOR THE BORROWER WILL, NOR WILL
THEY PERMIT ANY SUBSIDIARY TO, ENTER INTO ANY SWAP AGREEMENT, EXCEPT (A) SWAP
AGREEMENTS REQUIRED BY SECTION 5.14 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 CAPITAL STOCK OR OTHER EQUITY OWNERSHIP INTERESTS OF THE
BORROWER OR ANY SUBSIDIARY), (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 THE BORROWER OR ANY
SUBSIDIARY AND (C) THE BORROWER OR ANY SUBSIDIARY WILL BE ENTITLED TO
ISSUE INTEREST RATE PROTECTION PURSUANT TO ONE OR MORE SWAP AGREEMENTS IF AND TO
THE EXTENT THAT ONE OR MORE OTHER WHOLLY-OWNED SUBSIDIARIES OF THE BORROWER OR
SUCH SUBSIDIARY IS PURCHASING OR ALREADY OWNS OFFSETTING INTEREST RATE
PROTECTION FOR THE SAME DURATION (OR LONGER) AND NOTIONAL AMOUNT (OR GREATER),
PROVIDED