EFFECTIVE DATE AND BUSINESSES
REASONABLY RELATED THERETO, PROVIDED THAT IMMEDIATELY AFTER GIVING EFFECT TO
SUCH INVESTMENT, (I) THE BORROWER OR SUCH SUBSIDIARY WILL OWN EQUITY INTERESTS
IN SUCH JOINT VENTURE REPRESENTING AT LEAST 50% OF THE AGGREGATE EQUITY VALUE
REPRESENTED BY THE ISSUED AND OUTSTANDING EQUITY INTERESTS IN SUCH JOINT
VENTURE, (II) THE BORROWER OR A SUBSIDIARY WILL MANAGE OR OTHERWISE BE
RESPONSIBLE FOR THE DAY-TO-DAY OPERATIONS OF SUCH JOINT VENTURE PURSUANT TO A
CUSTOMARY MANAGEMENT CONTRACT (OR WILL HAVE BEEN DESIGNATED TO ACT IN SUCH
CAPACITY UPON PROJECT COMPLETION) OR WILL HAVE INFLUENCE OVER SUCH DAY-TO-DAY
OPERATIONS BY VIRTUE OF A FRANCHISE ARRANGEMENT (OR WILL HAVE BEEN DESIGNATED TO
HAVE SUCH INFLUENCE UPON PROJECT COMPLETION) OR (III) THE BORROWER OR A
SUBSIDIARY WILL BE THE MANAGING MEMBER OR DAY-TO-DAY ADMINISTRATIVE MEMBER OF
SUCH JOINT VENTURE, OR WILL HAVE APPROVAL RIGHTS OVER MAJOR DECISIONS WITH
RESPECT TO SUCH JOINT VENTURE;
(M) OTHER INVESTMENTS, LOANS AND ADVANCES BY THE BORROWER OR ANY SUBSIDIARY IN
AN AGGREGATE AMOUNT, AS VALUED AT COST AT THE TIME EACH SUCH INVESTMENT, LOAN OR
ADVANCE IS MADE AND INCLUDING ALL RELATED COMMITMENTS FOR FUTURE INVESTMENTS,
LOANS OR ADVANCES (AND THE PRINCIPAL AMOUNT OF ANY
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INDEBTEDNESS THAT IS ASSUMED OR OTHERWISE INCURRED IN CONNECTION WITH SUCH
INVESTMENT, LOAN OR ADVANCE) AND WITHOUT GIVING EFFECT TO ANY WRITE-DOWNS OR
WRITE-OFFS THEREOF, THAT AT THE TIME OF, AND AFTER GIVING EFFECT TO, THE MAKING
THEREOF WOULD NOT EXCEED 25% OF TOTAL ASSETS AS OF THE END OF THE FISCAL QUARTER
IMMEDIATELY PRIOR TO THE DATE OF SUCH INVESTMENT FOR WHICH FINANCIAL STATEMENTS
HAVE BEEN DELIVERED PURSUANT TO SECTION 5.01;
(N) REPURCHASES BY EITHER OF HOLDINGS OR THE REVOLVING BORROWER OF COMMON EQUITY
INTERESTS PREVIOUSLY ISSUED BY SUCH ENTITY, SUBJECT TO AN AGGREGATE LIMIT OF NOT
MORE THAN 5% OF THE OUTSTANDING SHARES OF COMMON STOCK OR COMMON MEMBERSHIP
INTERESTS, AS APPLICABLE; AND
(O) ANY GUARANTEES AND/OR INDEMNITIES PERMITTED BY SECTION 6.01(A)(XIV).
SECTION 6.05. ASSET SALES. NEITHER HOLDINGS NOR THE BORROWER WILL, NOR WILL
HOLDINGS PERMIT ANY SUBSIDIARY TO, SELL, TRANSFER, LEASE OR OTHERWISE DISPOSE OF
ANY ASSET, INCLUDING ANY EQUITY INTEREST OWNED BY IT, NOR WILL THE BORROWER
ISSUE ANY ADDITIONAL EQUITY INTERESTS (OTHER THAN TO THE REVOLVING BORROWER),
NOR WILL HOLDINGS PERMIT ANY SUBSIDIARY TO ISSUE ANY ADDITIONAL EQUITY INTEREST
IN SUCH SUBSIDIARY (IN EACH CASE, OTHER THAN ISSUING DIRECTORS' QUALIFYING
SHARES AND OTHER THAN ISSUING EQUITY INTERESTS TO THE BORROWER OR ANOTHER
SUBSIDIARY IN COMPLIANCE WITH SECTION 6.04(E)(I)), EXCEPT:
(A) SALES, TRANSFERS, LEASES AND OTHER DISPOSITIONS OF (I) INVENTORY, (II) USED
OR SURPLUS EQUIPMENT AND (III) PERMITTED INVESTMENTS, IN EACH CASE IN THE
ORDINARY COURSE OF BUSINESS;
(B) SALES, TRANSFERS, LEASES AND OTHER DISPOSITIONS TO THE BORROWER OR A
SUBSIDIARY, PROVIDED THAT ANY SUCH SALES, TRANSFERS, LEASES OR OTHER
DISPOSITIONS INVOLVING A SUBSIDIARY THAT IS NOT A LOAN PARTY SHALL BE MADE IN
COMPLIANCE WITH SECTION 6.09;
(C) SALES, TRANSFERS AND OTHER DISPOSITIONS OF ACCOUNTS RECEIVABLE IN CONNECTION
WITH THE COMPROMISE, SETTLEMENT OR COLLECTION THEREOF