MEANS FOR ANY ISSUANCE OF EQUITY, THE GROSS CASH
PROCEEDS (INCLUDING ANY CASH RECEIVED BY WAY OF DEFERRED PAYMENT PURSUANT TO A
PROMISSORY NOTE, RECEIVABLE OR OTHERWISE, BUT ONLY AS AND WHEN RECEIVED)
RECEIVED FROM SUCH ISSUANCE, NET OF REASONABLE TRANSACTION COSTS (INCLUDING, AS
APPLICABLE, ANY UNDERWRITING, BROKERAGE OR OTHER CUSTOMARY COMMISSIONS AND
REASONABLE LEGAL, ADVISORY AND OTHER FEES AND EXPENSES ASSOCIATED THEREWITH).
6.1.6
THE PARENT LEVERAGE RATIO ON THE LAST DAY OF ANY FISCAL QUARTER OR
FISCAL YEAR OF THE PARENT IS GREATER THAN 0.35:1.00.
FOR PURPOSES OF THIS
SUB-CLAUSE ‎6.1.6:
(A)
"PARENT LEVERAGE RATIO" MEANS, AT ANY TIME, THE RATIO OF (I)
CONSOLIDATED INDEBTEDNESS AT SUCH TIME TO (II) CONSOLIDATED TOTAL CAPITAL AT
SUCH TIME;
(B)
"CONSOLIDATED INDEBTEDNESS" MEANS, AS OF ANY DATE OF DETERMINATION,
(I) ALL INDEBTEDNESS OF THE GROUP WHICH AT SUCH TIME WOULD APPEAR ON THE
LIABILITY SIDE OF A BALANCE SHEET OF SUCH PERSONS PREPARED ON A CONSOLIDATED
BASIS IN ACCORDANCE WITH GAAP PLUS (II) ANY INDEBTEDNESS FOR BORROWED MONEY OF
ANY OTHER PERSON (OTHER THAN ANY MEMBER OF THE GROUP) AS TO WHICH ANY MEMBER OF
THE GROUP HAS CREATED A GUARANTEE (BUT ONLY TO THE EXTENT OF SUCH GUARANTEE).
FOR THE AVOIDANCE OF DOUBT, "CONSOLIDATED INDEBTEDNESS" SHALL NOT INCLUDE ANY
GUARANTEES OF ANY PERSON UNDER OR IN CONNECTION WITH LETTERS OF CREDIT OR
SIMILAR FACILITIES SO LONG AS NO UNREIMBURSED DRAWINGS OR PAYMENTS HAVE BEEN
MADE IN RESPECT THEREOF; AND
(C)
"CONSOLIDATED TOTAL CAPITAL" MEANS, AS OF ANY DATE OF DETERMINATION,
THE SUM OF (I) CONSOLIDATED INDEBTEDNESS AND (II) NET WORTH OF THE PARENT AT
SUCH TIME;
6.1.7
THE PARENT PERMITS, CREATES, ASSUMES, INCURS OR SUFFERS TO EXIST
ANY LIEN ON ANY ASSET, TANGIBLE OR INTANGIBLE, NOW OWNED OR HEREAFTER ACQUIRED,
OTHER THAN IN THE SAME MANNER, AND SUBJECT TO THE SAME LIMITATIONS, AS OTHERWISE
PERMITTED UNDER SUB-CLAUSE (B) OF CLAUSE ‎5.2.1 (NEGATIVE PLEDGE) AND EXCEPT AS
SET OUT ON SCHEDULE 1 (EXISTING ENCUMBRANCES); FOR THE AVOIDANCE OF DOUBT FOR
THIS PURPOSE, REFERENCE TO "SUBSIDIARIES"
(INCLUDING IN THE DEFINITION OF
"PERMITTED INDEBTEDNESS") SHALL INCLUDE SUBSIDIARIES OF THE PARENT;
6.1.8
THE PARENT MAKING A DISPOSITION (AS DEFINED IN SUB-CLAUSE 5.2.2
(A)) OF ANY OF ITS PROPERTIES OR ASSETS, TANGIBLE OR INTANGIBLE, OTHER THAN IN
THE SAME MANNER, AND SUBJECT TO THE SAME LIMITATIONS, AS OTHERWISE PERMITTED
UNDER SUB-CLAUSE (B) OF CLAUSE ‎5.2.2 (DISPOSALS) AND EXCEPT AS SET OUT IN
SCHEDULE 3 (DISPOSITIONS); FOR THE AVOIDANCE OF DOUBT FOR THIS PURPOSE,
REFERENCES TO "SUBSIDIARIES" INCLUDES SUBSIDIARIES OF THE PARENT;;
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6.1.9
NON-COMPLIANCE BY THE PARENT OR ITS ERISA AFFILIATES OF THE
COVENANT SET FORTH IN CLAUSE ‎5.1.5 (ERISA);
6.1.10
DEFAULT BY THE OBLIGOR IN THE OBSERVANCE OR PERFORMANCE OF ANY
OTHER COVENANT OR AGREEMENT CONTAINED IN THIS AGREEMENT OR ANY OTHER FUNDAMENTAL
DOCUMENT AND THE CONTINUANCE THEREOF UNREMEDIED FOR 10 DAYS AFTER RECEIPT BY THE
OBLIGOR OF WRITTEN NOTICE OF THE DEFAULT FROM THE LENDER;
6.1.11
AN ORDER SHALL BE MADE BY A COMPETENT COURT OR A RESOLUTION SHALL
BE PASSED FOR THE