Subsidiary, issue or sell any shares of such Subsidiary's Capital Stock to any
Person, except:
(A)
THE DISPOSITION OF OBSOLETE OR WORN OUT
PROPERTY IN THE ORDINARY COURSE OF BUSINESS;
(B)
THE SALE OF INVENTORY IN THE ORDINARY COURSE
OF BUSINESS;
(C)
DISPOSITIONS PERMITTED BY SECTION 8.4(B);
(D)
THE SALE OR ISSUANCE OF ANY SUBSIDIARY'S
CAPITAL STOCK TO THE BORROWER OR ANY WHOLLY OWNED SUBSIDIARY GUARANTOR;
(E)
ALLOTTED DISPOSITIONS;
(F)
DISPOSITIONS OF PROPERTY, IN ANY
TRANSACTION OR SERIES OF RELATED TRANSACTIONS, THAT DO NOT YIELD GROSS PROCEEDS
TO ANY GROUP MEMBER (VALUED AT THE INITIAL PRINCIPAL AMOUNT THEREOF IN THE CASE
OF NON-CASH PROCEEDS CONSISTING OF NOTES OR OTHER DEBT SECURITIES AND VALUED AT
FAIR MARKET VALUE IN THE CASE OF OTHER NON-CASH PROCEEDS) IN EXCESS OF $500,000;
(G)
THE GRANTING OF DISCOUNTS OR FORGIVENESS OF
ACCOUNT RECEIVABLES IN THE ORDINARY COURSE OF BUSINESS OR IN CONNECTION WITH
COLLECTION OR COMPROMISE THEREOF;
(H)
ANY LOAN PARTY AND ITS SUBSIDIARIES MAY SELL
OR OTHERWISE DISPOSE OF CASH AND CASH EQUIVALENTS;
(I)
ANY LOAN PARTY AND ITS SUBSIDIARIES MAY
SELL, FOR FAIR MARKET VALUE, NON-CORE ASSETS ACQUIRED IN CONNECTION WITH
PERMITTED INVESTMENTS;
(J)
ANY LOAN PARTY AND ITS SUBSIDIARIES MAY
INCUR LIENS PERMITTED UNDER SECTION 8.3; AND
(K)
ANY LOAN PARTY MAY SELL OR OTHERWISE
DISPOSE OF INVESTMENTS SET FORTH ON SCHEDULE 8.8.
8.6.
Restricted Payments.
Declare or pay any
dividend (other than dividends payable solely in common stock of the Person
making such dividend) on, or make any payment on account of, or set apart assets
for a sinking or other analogous fund for, the purchase,
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redemption, defeasance, retirement or other acquisition of, any Capital Stock of
any Group Member, whether now or hereafter outstanding, or make any other
distribution in respect thereof, either directly or indirectly, whether in cash
or property or in obligations of Holdings, the Borrower or any Subsidiary
(collectively, "Restricted Payments"), except that:
(A)
ANY SUBSIDIARY MAY MAKE RESTRICTED PAYMENTS
TO THE BORROWER OR ANY SUBSIDIARY GUARANTOR;
(B)
SO LONG AS NO DEFAULT OR EVENT OF DEFAULT
SHALL HAVE OCCURRED AND BE CONTINUING OR WOULD RESULT THEREFROM, THE BORROWER
MAY PAY DIVIDENDS TO HOLDINGS TO PERMIT HOLDINGS TO (I) PURCHASE HOLDINGS'
COMMON STOCK OR COMMON STOCK OPTIONS FROM PRESENT OR FORMER OFFICERS, DIRECTORS,
CONSULTANTS OR EMPLOYEES OF ANY GROUP MEMBER (OR THE RESPECTIVE ESTATES, SPOUSES
OR FAMILY MEMBERS) UPON THE DEATH, DISABILITY OR TERMINATION OF EMPLOYMENT OF
SUCH OFFICER OR EMPLOYEE TO REPAY INDEBTEDNESS PREVIOUSLY ISSUED TO SUCH PERSON,
PROVIDED, THAT THE AGGREGATE AMOUNT OF CASH PAYMENTS UNDER THIS CLAUSE (I) AFTER
THE DATE HEREOF (NET OF ANY PROCEEDS RECEIVED BY HOLDINGS AND CONTRIBUTED TO THE
BORROWER AFTER THE DATE HEREOF IN CONNECTION WITH (A) RESALES OF ANY COMMON
STOCK OR COMMON STOCK OPTIONS SO PURCHASED OR (B) EQUITY ISSUANCES BY HOLDINGS
(TO THE EXTENT NOT REQUIRED TO BE OTHERWISE APPLIED PURSUANT TO SECTION 4.2(A))
SHALL NOT EXCEED $2,000,000 IN ANY CALENDAR YEAR OR $5,000,000 IN THE AGGREGATE
AND (II) PAY FEES EXPRESSLY PERMITTED BY