FINANCIAL STATEMENTS IN ACCORDANCE WITH GAAP;
(V)
ASSIGNMENTS AND LICENSES OF INTELLECTUAL PROPERTY OF BMCA AND ITS
SUBSIDIARIES IN THE ORDINARY COURSE OF BUSINESS; AND
(VI)
DISPOSITIONS OF PROPERTY NOT TO EXCEED AN AGGREGATE FAIR MARKET
VALUE OF $10,000,000 IN THE AGGREGATE, WHICH IN THE COMMERCIALLY REASONABLE
OPINION OF BMCA OR SUCH SUBSIDIARY, AND CONSISTENT WITH HISTORIC BUSINESS
PRACTICE, IS OBSOLETE;
provided that in the case of sales of assets pursuant to clauses (i), (iii),
(iv), and (vi) above, BMCA shall, on the date of receipt by any Loan Party or
any of its Subsidiaries of the Net Cash Proceeds from such sale, prepay the
Advances pursuant to, to the extent and in the amount and order of priority set
forth in, Section 2.06(b), as specified therein.
(F)
INVESTMENTS IN OTHER PERSONS. MAKE OR HOLD, OR PERMIT ANY OF ITS
SUBSIDIARIES TO MAKE OR HOLD, ANY INVESTMENT IN ANY PERSON, EXCEPT:
(I)
(A) EQUITY INVESTMENTS BY BMCA AND ITS SUBSIDIARIES IN THEIR
SUBSIDIARIES OUTSTANDING ON THE DATE HEREOF, (B) ADDITIONAL INVESTMENTS IN LOAN
PARTIES AND (C) ADDITIONAL INVESTMENTS BY SUBSIDIARIES OF BMCA THAT ARE NOT LOAN
PARTIES IN OTHER SUCH SUBSIDIARIES;
(II)
SO LONG AS (1) NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING (BOTH AT THE TIME OF SUCH INVESTMENT AND AFTER GIVING PRO FORMA
EFFECT THERETO), AND (2) AFTER GIVING EFFECT TO SUCH INVESTMENT THE AVAILABLE
LIQUIDITY (AS CERTIFIED TO THE ADMINISTRATIVE AGENT BY A RESPONSIBLE FINANCIAL
OFFICER OF BMCA) SHALL EQUAL OR EXCEED THE SPECIFIED LIQUIDITY AMOUNT,
INVESTMENTS IN NON-RECOURSE SUBSIDIARIES OR ANY OTHER PERSONS THAT ARE NOT LOAN
PARTIES, EXCLUDING G-I HOLDINGS AND BMCA HOLDINGS (COLLECTIVELY, "PERMITTED
ADVANCES");
(III)
LOANS AND ADVANCES TO EMPLOYEES IN THE ORDINARY COURSE OF THE
BUSINESS OF BMCA AND ITS SUBSIDIARIES AS PRESENTLY CONDUCTED IN AN AGGREGATE
PRINCIPAL AMOUNT NOT TO EXCEED $2,500,000 AT ANY TIME OUTSTANDING;
87
(IV)
INVESTMENTS BY BMCA AND ITS SUBSIDIARIES IN CASH EQUIVALENTS;
(V)
INVESTMENTS EXISTING ON THE DATE HEREOF AND DESCRIBED ON
SCHEDULE 4.01(S) HERETO;
(VI)
INVESTMENTS BY BMCA IN HEDGE AGREEMENTS TO THE EXTENT PERMITTED
UNDER SECTION 5.02(S);
(VII)
THE PURCHASE OR OTHER ACQUISITION (A "PERMITTED ACQUISITION") OF
ALL OF THE EQUITY INTERESTS IN, OR ALL OR SUBSTANTIALLY ALL OF THE PROPERTY AND
ASSETS OF, ANY PERSON THAT, UPON THE CONSUMMATION THEREOF, WILL BE WHOLLY OWNED
DIRECTLY BY BMCA OR ONE OR MORE OF ITS WHOLLY OWNED SUBSIDIARIES (INCLUDING AS A
RESULT OF A MERGER OR CONSOLIDATION); PROVIDED THAT, WITH RESPECT TO EACH
PURCHASE OR OTHER ACQUISITION MADE PURSUANT TO THIS CLAUSE (VII):
(A)
any such newly created or acquired Subsidiary shall comply with the
requirements of Section 5.01(j);
(B)
the lines of business of the Person to be (or the property and
assets of which are to be) so purchased or otherwise acquired shall be (a)
substantially the same lines of business as, or (b) lines of business
complementary to, one or more of the principal businesses of BMCA and its
Subsidiaries in the ordinary course;
(C)
such purchase