OCCUR
SUBSTANTIALLY CONTEMPORANEOUSLY WITH, AND ARE CARRIED FOR THE PURPOSE OF
OBTAINING FUNDS FOR, SUCH QUALIFYING ACQUISITIONS, AND (II) EACH SUCH QUALIFYING
ACQUISITION SHALL BE OF A PERSON, OR A DIVISION OR LINE OF BUSINESS OF A PERSON,
THAT IS ENGAGED IN A BUSINESS OF THE TYPE CONDUCTED BY THE BORROWER AND THE
SUBSIDIARIES OR A BUSINESS SIMILAR OR REASONABLY RELATED THERETO, AS DETERMINED
IN GOOD FAITH BY THE BOARD OF DIRECTORS OR EQUIVALENT GOVERNING BODY OF THE
BORROWER; PROVIDED THAT QUALIFYING ACQUISITIONS FOR CONSIDERATION NOT IN EXCESS
OF $20,000,000 FOR ANY SUCH ACQUISITION OR $50,000,000 IN THE AGGREGATE FOR ALL
SUCH ACQUISITIONS DURING THE TERM OF THIS AGREEMENT MAY BE OF PERSONS, DIVISIONS
OR LINES OF BUSINESS ENGAGED IN OTHER BUSINESSES.
SECTION 6.05.
ASSET SALES.
THE BORROWER WILL NOT, NOR WILL IT PERMIT ANY
SUBSIDIARY TO, SELL, TRANSFER, LEASE, LICENSE OR OTHERWISE DISPOSE OF ANY ASSET,
INCLUDING ANY EQUITY INTEREST OWNED BY IT, NOR WILL THE BORROWER PERMIT ANY
SUBSIDIARY TO ISSUE ANY ADDITIONAL EQUITY INTEREST IN SUCH SUBSIDIARY (OTHER
THAN ISSUING EQUITY INTERESTS TO THE BORROWER OR ANOTHER SUBSIDIARY IN
COMPLIANCE WITH SECTION 6.04(D)), EXCEPT:
(A)
SALES, TRANSFERS, LEASES AND OTHER DISPOSITIONS OF INVENTORY, USED OR
SURPLUS EQUIPMENT AND PERMITTED INVESTMENTS, IN EACH CASE IN THE ORDINARY COURSE
OF BUSINESS, AND SALES OF EQUIPMENT THAT HAS BEEN REPLACED WITH NEWER EQUIPMENT
OF THE SAME TYPE;
(B)
SALES, TRANSFERS, LEASES AND OTHER DISPOSITIONS TO THE BORROWER OR ANY
SUBSIDIARY (OTHER THAN TO ANY BROKER-DEALER SUBSIDIARY, UNLESS THE ASSET(S) SO
TRANSFERRED EITHER (I) REMAIN SUBJECT TO THE LIEN OF THE SECURITY DOCUMENTS AND
ARRANGEMENTS SATISFACTORY TO THE COLLATERAL AGENT HAVE BEEN MADE FOR THE
CONTINUED PERFECTION OF SUCH LIEN OR (II) ARE OPERATING ASSETS (AS OPPOSED TO
CASH OR FINANCIAL ASSETS) USED IN THE BUSINESS OF THE TRANSFEROR THAT ARE
TRANSFERRED IN PURSUIT OF A STRATEGIC OBJECTIVE PURSUANT TO WHICH A REQUIREMENT
OF LAW OF A SUPERVISORY ORGANIZATION REQUIRES SUCH ASSETS TO BE HOUSED IN A
BROKER-DEALER SUBSIDIARY; PROVIDED THAT THE AGGREGATE FAIR MARKET VALUE OF ALL
ASSETS TRANSFERRED IN ACCORDANCE WITH THIS CLAUSE (II) SHALL NOT EXCEED
$5,000,000, MEASURED IN THE CASE OF EACH TRANSFER AT THE TIME THEREOF); 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 CONSISTENT WITH
PAST PRACTICE;
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(D)
LEASES ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS, TO THE EXTENT THAT
THEY DO NOT MATERIALLY INTERFERE WITH THE BUSINESS OF THE BORROWER OR ANY
SUBSIDIARY;
(E)
DISPOSITIONS RESULTING FROM ANY CASUALTY OR OTHER INSURED DAMAGE TO, OR ANY
TAKING UNDER POWER OF EMINENT DOMAIN OR BY CONDEMNATION OR SIMILAR PROCEEDING
OF, ANY PROPERTY OR ASSET OF THE BORROWER OR ANY SUBSIDIARY;
(F)
THE PERMITTED DISPOSITION;
(G)
SALE-LEASEBACK TRANSACTIONS PERMITTED BY SECTION 6.06; AND
(H)
SALES, TRANSFERS AND OTHER DISPOSITIONS OF ASSETS (OTHER THAN EQUITY
INTERESTS IN