THE END OF THE
IMMEDIATELY PRECEDING FISCAL QUARTER FOR WHICH THE BORROWER HAS DELIVERED
FINANCIAL STATEMENTS AS REQUIRED BY SECTION 7.1; PROVIDED, HOWEVER, THAT IF (A)
CONCURRENTLY WITH ANY DISPOSITION OF ASSETS OR WITHIN 360 DAYS OF RECEIPT OF
PROCEEDS IN CONNECTION WITH SUCH DISPOSITION, ALL OR A PORTION OF AN AMOUNT
EQUAL TO THE NET PROCEEDS OF SUCH DISPOSITION ARE USED BY THE BORROWER OR A
SUBSIDIARY TO ACQUIRE OTHER PROPERTY USED OR TO BE USED IN THE BUSINESS REFERRED
TO IN SECTION 8.9 AND (B) THE BORROWER OR SUCH SUBSIDIARY HAS COMPLIED WITH THE
PROVISIONS OF SECTION 7.11 WITH RESPECT TO SUCH PROPERTY, THEN SUCH DISPOSITIONS
(OR, TO THE EXTENT THAT LESS THAN ALL OF THE NET PROCEEDS OF ANY SUCH
DISPOSITION ARE USED TO ACQUIRE SUCH OTHER PROPERTY, THEN DISPOSITIONS IN AN
AMOUNT EQUAL TO THE NET PROCEEDS USED TO ACQUIRE SUCH OTHER PROPERTY) SHALL BE
DISREGARDED FOR PURPOSES OF CALCULATIONS PURSUANT TO THIS SECTION 8.3(I)) (AND
SHALL OTHERWISE BE DEEMED TO BE PERMITTED UNDER THIS SECTION 8.3) FROM AND AFTER
THE DATE SUCH PROCEEDS ARE SO USED TO ACQUIRE SUCH PROPERTY WITH RESPECT TO THE
ACQUISITION OF SUCH OTHER PROPERTY;
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(J)
THE BORROWER OR ANY SUBSIDIARY OF THE BORROWER MAY SELL, LEASE,
TRANSFER OR OTHERWISE DISPOSE OF ANY OR ALL OF ITS ASSETS TO THE BORROWER OR ANY
OTHER WHOLLY-OWNED SUBSIDIARY OF THE BORROWER (OTHER THAN (I) FROM THE BORROWER
OR A DOMESTIC SUBSIDIARY TO A FOREIGN SUBSIDIARY OR (II) TO A RECEIVABLES
SUBSIDIARY);
(K)
ANY SUBSIDIARY OF THE BORROWER (OTHER THAN A RECEIVABLES
SUBSIDIARY) MAY VOLUNTARILY LIQUIDATE, WIND-UP OR DISSOLVE;
(L)
THE BORROWER AND ITS SUBSIDIARIES MAY, DIRECTLY OR INDIRECTLY,
SELL, CONTRIBUTE AND MAKE OTHER TRANSFERS OF RECEIVABLES FACILITY ASSETS TO A
RECEIVABLES SUBSIDIARY AND SUCH RECEIVABLES SUBSIDIARY MAY SELL AND MAKE OTHER
TRANSFERS OF RECEIVABLES FACILITY ASSETS TO THE ISSUER, IN EACH CASE PURSUANT TO
THE RECEIVABLES DOCUMENTS UNDER A PERMITTED ACCOUNTS RECEIVABLE SECURITIZATION;
(M)
FOREIGN SUBSIDIARIES MAY ENTER INTO FOREIGN FACTORING TRANSACTIONS;
AND
(N)
THE BORROWER AND ITS SUBSIDIARIES MAY CONSUMMATE THE US COMMODITY
BUSINESS SALE PROVIDED THAT NOT LESS THAN 75% OF THE NET SALE PROCEEDS THEREFROM
ARE USED WITHIN 90 DAYS TO (I) REPAY SENIOR SECURED NOTES (2010), (II) REPAY
SENIOR NOTES (2012); (III) REPAY RECEIVABLES FACILITY ATTRIBUTED INDEBTEDNESS
AND/OR (IV) MAKE A VOLUNTARY PREPAYMENT OF TERM LOANS PURSUANT TO SECTION 4.3.
8.4
DIVIDENDS OR OTHER DISTRIBUTIONS
(A)
NEITHER THE BORROWER NOR ANY OF ITS SUBSIDIARIES WILL: (I) DECLARE
OR PAY ANY DIVIDEND OR MAKE ANY DISTRIBUTION ON OR IN RESPECT OF ITS CAPITAL
STOCK OR TO THE DIRECT OR INDIRECT HOLDERS OF ITS CAPITAL STOCK, OTHER THAN (X)
DIVIDENDS OR DISTRIBUTIONS (A) PAYABLE SOLELY IN SUCH CAPITAL STOCK OR IN
OPTIONS, WARRANTS OR OTHER RIGHTS TO PURCHASE SUCH CAPITAL STOCK, (B) DIVIDENDS
AND DISTRIBUTIONS PAYABLE TO THE BORROWER OR A WHOLLY-OWNED SUBSIDIARY OF THE
BORROWER OR PAYABLE TO HOLDERS OF MINORITY INTERESTS IN ANY SUBSIDIARY SO LONG
AS THE BORROWER OR ANY OTHER SUBSIDIARY HAVING AN INTEREST IN