THAT ANY SUCH OFFSETTING SWAP AGREEMENT ARRANGEMENTS WILL BE
DISREGARDED FOR PURPOSES OF DETERMINING HOLDINGS'S COMPLIANCE WITH THE
REQUIREMENTS OF SECTION 5.14.
SECTION 6.08. RESTRICTED PAYMENTS. (A)
NEITHER HOLDINGS NOR THE BORROWER WILL,
NOR WILL THEY 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)
THE SUBSIDIARIES MAY DECLARE AND
PAY DIVIDENDS RATABLY WITH RESPECT TO THEIR EQUITY INTERESTS, (II) HOLDINGS MAY
DECLARE AND PAY DIVIDENDS WITH RESPECT TO ITS COMMON STOCK PAYABLE SOLELY IN
SHARES OF COMMON STOCK, (III)
THE BORROWER MAY, OR MAY MAKE RESTRICTED PAYMENTS
TO HOLDINGS SO THAT HOLDINGS MAY (AND HOLDINGS MAY), MAKE RESTRICTED PAYMENTS
PURSUANT TO AND IN ACCORDANCE WITH STOCK OPTION PLANS OR OTHER BENEFIT PLANS
APPROVED BY HOLDINGS'S BOARD OF DIRECTORS FOR MANAGEMENT OR EMPLOYEES OF
HOLDINGS, THE BORROWER AND THE SUBSIDIARIES, (IV) THE BORROWER MAY MAKE
RESTRICTED PAYMENTS TO HOLDINGS AT SUCH TIMES AND IN SUCH AMOUNTS (A) AS SHALL
BE NECESSARY TO PERMIT HOLDINGS TO DISCHARGE ITS GENERAL CORPORATE AND OVERHEAD
(INCLUDING FRANCHISE TAXES AND DIRECTORS FEES) EXPENSES INCURRED IN THE ORDINARY
COURSE AND OTHER PERMITTED LIABILITIES AND (B) AS SHALL BE NECESSARY TO PAY THE
TAX LIABILITIES OF HOLDINGS DIRECTLY ATTRIBUTABLE TO (OR ARISING AS A RESULT OF)
THE OPERATIONS OF THE BORROWER AND THE SUBSIDIARIES; PROVIDED, HOWEVER, THAT
(1) THE AMOUNT OF RESTRICTED PAYMENTS PURSUANT TO CLAUSE (B) OF THIS CLAUSE (IV)
SHALL NOT EXCEED THE AMOUNT THAT THE BORROWER AND THE SUBSIDIARIES WOULD BE
REQUIRED TO PAY IN RESPECT OF FEDERAL, STATE AND LOCAL TAXES WERE THE BORROWER
AND THE SUBSIDIARIES TO PAY SUCH TAXES AS STAND-ALONE TAXPAYERS, (2) ALL
RESTRICTED PAYMENTS MADE TO HOLDINGS PURSUANT TO THIS CLAUSE (IV) ARE USED BY
HOLDINGS FOR THE PURPOSES SPECIFIED HEREIN WITHIN TEN BUSINESS DAYS AFTER
HOLDINGS'S RECEIPT THEREOF AND (3) NO DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING OR WOULD RESULT THEREFROM, (V) EACH OF HOLDINGS, THE BORROWER MAY
DECLARE AND PAY DIVIDENDS IN RESPECT OF QUALIFIED EQUITY INTERESTS AND/OR TRUST
PREFERRED SECURITIES OTHERWISE PERMITTED HEREUNDER AND (VI) HOLDINGS AND THE
BORROWER MAY MAKE REPURCHASES OF COMMON EQUITY INTERESTS PERMITTED BY
SECTION 6.04(N).
SECTION 6.09. TRANSACTIONS WITH AFFILIATES. NEITHER HOLDINGS NOR THE BORROWER
WILL, NOR WILL THEY PERMIT ANY SUBSIDIARY TO, SELL, LEASE OR OTHERWISE TRANSFER
ANY
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PROPERTY OR ASSETS TO, OR PURCHASE, LEASE OR OTHERWISE ACQUIRE ANY PROPERTY OR
ASSETS FROM, OR OTHERWISE ENGAGE IN ANY OTHER TRANSACTIONS WITH, ANY OF ITS
AFFILIATES, EXCEPT (I) TRANSACTIONS IN THE ORDINARY COURSE OF BUSINESS AT PRICES
AND ON TERMS AND CONDITIONS NOT LESS FAVORABLE TO THE BORROWER OR SUCH
SUBSIDIARY THAN COULD BE OBTAINED ON AN ARM'S-LENGTH BASIS FROM UNRELATED THIRD
PARTIES OR, IN THE CASE OF MANAGEMENT AND/OR FRANCHISE AGREEMENTS ARISING IN THE
ORDINARY COURSE OF BUSINESS, AGREEMENTS BETWEEN ANY SUBSIDIARY AND THE BORROWER
OR ANY OTHER SUBSIDIARY AS REASONABLY DEEMED APPROPRIATE BY THE BORROWER,
(II) TRANSACTIONS BETWEEN OR AMONG THE BORROWER AND THE