SALE, PROVIDED SUCH
RESTRICTIONS AND CONDITIONS APPLY ONLY TO THE SUBSIDIARY THAT IS TO BE SOLD AND
SUCH SALE IS PERMITTED HEREUNDER, (IV) RESTRICTIONS OR CONDITIONS IMPOSED BY ANY
AGREEMENT RELATING TO SECURED INDEBTEDNESS PERMITTED BY THIS AGREEMENT IF SUCH
RESTRICTIONS OR CONDITIONS APPLY ONLY TO THE PROPERTY OR ASSETS SECURING SUCH
INDEBTEDNESS AND (V) CUSTOMARY PROVISIONS IN LEASES AND OTHER CONTRACTS
RESTRICTING THE ASSIGNMENT THEREOF AND CUSTOMARY TRANSFER RESTRICTIONS AND
RIGHTS OF FIRST REFUSAL IN SHAREHOLDERS' AGREEMENTS IN EXISTENCE ON THE DATE
HEREOF OR CONSISTENT WITH PAST PRACTICE;
(C)
THE DECLARATION OR PAYMENT OF DIVIDENDS;
AND
(D)
THE MAKING OF LOANS, ADVANCES OR OTHER
INVESTMENTS TO OR IN THE BORROWER OR ANY OTHER SUBSIDIARY OF THE BORROWER.
SECTION 6.08.
SALES OF UNRESTRICTED MARGIN STOCK.
THE BORROWER
SHALL NOT, AND SHALL NOT PERMIT ANY SUBSIDIARY TO, (A) SELL OR OTHERWISE DISPOSE
OF ANY CAPITAL STOCK CONSTITUTING UNRESTRICTED MARGIN STOCK OTHER THAN IN
EXCHANGE FOR CASH OR CASH EQUIVALENTS OR (B) FAIL TO MAINTAIN THE PROCEEDS OF
ANY SUCH SALE OR OTHER DISPOSITION AS CASH, CASH EQUIVALENTS OR SHORT-TERM
INVESTMENTS; PROVIDED THAT (I) TO THE EXTENT THAT THE BORROWER SHALL ELECT TO
REDUCE THE COMMITMENTS PURSUANT TO SECTION 2.06(A) AT ANY TIME AFTER ANY SUCH
SALE OR OTHER DISPOSITION, THE REQUIREMENTS OF CLAUSE (B) ABOVE SHALL CEASE TO
APPLY TO THE PORTION OF SUCH PROCEEDS AS SHALL BE EQUAL TO THE AGGREGATE AMOUNT
OF ANY SUCH REDUCTIONS AND (II) THIS SECTION SHALL NOT APPLY TO SALES OR OTHER
DISPOSITIONS OF UNRESTRICTED MARGIN STOCK PURSUANT TO SECTION 6.03(C).
SECTION 6.09.
SUBSIDIARY INDEBTEDNESS.
THE BORROWER WILL NOT
PERMIT ANY OF ITS SUBSIDIARIES TO CREATE OR ISSUE ANY UNSECURED NOTES OR
DEBENTURES.
SECTION 6.10.
PRE-FUNDED COMMERCIAL PAPER AND PRE-FUNDED LOANS.
THE BORROWER SHALL MAINTAIN THE PROCEEDS OF ANY PRE-FUNDED COMMERCIAL PAPER AND
PRE-FUNDED LOANS IN CASH OR PERMITTED INVESTMENTS UNTIL THE EARLIER OF (A) THE
USE OF SUCH FUNDS TO SATISFY THE KINKO'S ACQUISITION CONDITIONS AND (B) THE USE
OF SUCH FUNDS TO REPAY ALL OUTSTANDING PRE-FUNDED COMMERCIAL PAPER AND
PRE-FUNDED LOANS, AS THE CASE MAY BE.
ARTICLE VII
EVENTS OF DEFAULT
If any of the following events ("Events of Default") shall occur:
(A)
THE BORROWER SHALL FAIL TO PAY ANY
PRINCIPAL OF ANY LOAN WHEN AND AS THE SAME SHALL BECOME DUE AND PAYABLE, WHETHER
AT THE DUE DATE THEREOF OR AT A DATE FIXED FOR PREPAYMENT THEREOF OR OTHERWISE;
(B)
THE BORROWER SHALL FAIL TO PAY ANY INTEREST
ON ANY LOAN OR ANY FEE OR ANY OTHER AMOUNT (OTHER THAN AN AMOUNT REFERRED TO IN
CLAUSE (A) OF THIS ARTICLE) PAYABLE UNDER THIS AGREEMENT, WHEN AND AS THE SAME
SHALL BECOME DUE AND PAYABLE, AND SUCH FAILURE SHALL CONTINUE UNREMEDIED FOR A
PERIOD OF FIVE DAYS;
40
(C)
ANY REPRESENTATION OR WARRANTY MADE OR
DEEMED MADE BY OR ON BEHALF OF THE BORROWER OR ANY SUBSIDIARY IN OR IN
CONNECTION WITH THIS AGREEMENT OR ANY AMENDMENT OR MODIFICATION HEREOF, OR IN
ANY REPORT, CERTIFICATE, FINANCIAL STATEMENT OR OTHER DOCUMENT FURNISHED
PURSUANT