(C) OF THIS
PARAGRAPH AND (III) IF SUCH TRANSACTION (OTHER THAN ANY TRANSACTION NECESSARY
FOR THE REDEMPTION OR EXCHANGE OF THE BORROWER'S SERIES G PREFERRED STOCK OR
SERIES H PREFERRED STOCK) INVOLVES AGGREGATE PAYMENTS OR VALUE IN EXCESS OF
$50,000,000 IN ANY CONSECUTIVE 12-MONTH PERIOD, THE BORROWER OBTAINS A WRITTEN
OPINION FROM AN INDEPENDENT INVESTMENT BANKING FIRM OR APPRAISER OF NATIONAL
PROMINENCE, AS APPROPRIATE, TO THE EFFECT THAT SUCH TRANSACTION IS FAIR TO THE
BORROWER OR SUCH SUBSIDIARY, AS THE CASE MAY BE, FROM A FINANCIAL POINT OF VIEW.
SECTION 6.10.
RESTRICTIVE AGREEMENTS.
(A)
THE BORROWER WILL NOT, AND WILL NOT
PERMIT ANY SUBSIDIARY TO, ENTER INTO ANY AGREEMENT WHICH IMPOSES A LIMITATION ON
THE INCURRENCE BY THE BORROWER AND THE SUBSIDIARIES OF LIENS THAT (I) WOULD
RESTRICT ANY SUBSIDIARY FROM GRANTING LIENS ON ANY OF ITS ASSETS (INCLUDING
ASSETS IN ADDITION TO THE THEN-EXISTING SENIOR COLLATERAL AND, PRIOR TO THE
BORROWING BASE DATE, THE THEN-EXISTING INTERIM COLLATERAL, TO SECURE THE SENIOR
OBLIGATIONS, THE SECOND PRIORITY OBLIGATIONS AND, PRIOR TO THE BORROWING BASE
DATE, THE INTERIM OBLIGATIONS) OR (II) IS MORE RESTRICTIVE, TAKEN AS A WHOLE,
THAN THE LIMITATION ON LIENS SET FORTH IN THIS AGREEMENT EXCEPT, IN EACH CASE,
(A)(U) THE SENIOR LOAN DOCUMENTS, (W) AGREEMENTS WITH RESPECT TO INDEBTEDNESS
SECURED BY LIENS PERMITTED BY SECTION 6.02(A) RESTRICTING THE ABILITY TO
TRANSFER OR GRANT LIENS ON THE ASSETS SECURING SUCH INDEBTEDNESS, (X) AGREEMENTS
WITH RESPECT TO SECOND PRIORITY DEBT (1) CONTAINING PROVISIONS DESCRIBED IN
CLAUSES (I) AND/OR (II) ABOVE THAT ARE NOT MATERIALLY MORE RESTRICTIVE, TAKEN AS
A WHOLE, THAN THOSE OF THE 8.125% NOTE INDENTURE AS IN EFFECT ON THE SECOND
RESTATEMENT EFFECTIVE DATE OR (2) REQUIRING THAT SUCH INDEBTEDNESS BE SECURED BY
ASSETS IN RESPECT OF WHICH LIENS ARE GRANTED TO SECURE OTHER INDEBTEDNESS
(PROVIDED THAT IN THE CASE OF ANY SUCH ASSETS SUBJECT TO A SENIOR LIEN, SUCH
INDEBTEDNESS WILL BE REQUIRED TO BE SECURED ONLY WITH A SECOND PRIORITY LIEN);
PROVIDED, HOWEVER, THAT THE SECOND PRIORITY DEBT DOCUMENTS RELATING TO ANY SUCH
INDEBTEDNESS MAY NOT CONTAIN TERMS REQUIRING ANY LIENS BE GRANTED WITH RESPECT
TO SENIOR COLLATERAL CONSISTING OF CASH OR PERMITTED INVESTMENTS PLEDGED
PURSUANT TO SECTION 2.05(J) OF THIS AGREEMENT OR SECTION 5 OF THE SENIOR
SUBSIDIARY GUARANTEE AGREEMENT OR OTHERWISE REQUIRED TO BE PROVIDED UPON THE
OCCURRENCE OF A DEFAULT UNDER ANY BANK CREDIT FACILITY TO SECURE OBLIGATIONS IN
RESPECT OF LETTERS OF CREDIT ISSUED THEREUNDER, (Y) AGREEMENTS WITH RESPECT TO
UNSECURED INDEBTEDNESS GOVERNED BY INDENTURES OR BY CREDIT AGREEMENTS OR NOTE
PURCHASE AGREEMENTS WITH INSTITUTIONAL INVESTORS PERMITTED BY THIS AGREEMENT
CONTAINING TERMS THAT ARE NOT MATERIALLY MORE RESTRICTIVE, TAKEN AS A WHOLE,
THAN THOSE OF THE 9.25% NOTE INDENTURE AS IN EFFECT ON THE SECOND RESTATEMENT
EFFECTIVE DATE AND (Z) THE NEW NOTES AND/OR THE BRIDGE FACILITY, (B) CUSTOMARY
RESTRICTIONS CONTAINED IN PURCHASE AND SALE AGREEMENTS LIMITING THE TRANSFER OF
THE SUBJECT ASSETS PENDING CLOSING, (C) CUSTOMARY NON-ASSIGNMENT PROVISIONS IN
LEASES AND OTHER CONTRACTS ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS,