INTERESTS) RECEIVED IN
CONNECTION WITH THE BANKRUPTCY OR REORGANIZATION OF SUPPLIERS AND CUSTOMERS OR
IN SETTLEMENT OR DELINQUENT OBLIGATIONS OF, OR OTHER DISPUTES WITH, CUSTOMERS
AND SUPPLIERS ARISING IN THE ORDINARY COURSE OF BUSINESS OR RECEIVED UPON THE
FORECLOSURE WITH RESPECT TO ANY SECURED INVESTMENT OR OTHER TRANSFER OF TITLE
WITH RESPECT TO ANY SECURED INVESTMENT;
(Q) LOANS AND ADVANCES TO HOLDINGS (OR ANY DIRECT OR INDIRECT PARENT THEREOF) IN
LIEU OF, AND NOT IN EXCESS OF THE AMOUNT OF (AFTER GIVING EFFECT TO ANY OTHER
LOANS, ADVANCES OR RESTRICTED PAYMENTS IN RESPECT THEREOF), RESTRICTED PAYMENTS
TO THE EXTENT PERMITTED TO BE MADE TO HOLDINGS IN ACCORDANCE WITH
SECTION 6.08(A)(V);
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(R) (I) ADVANCES OF PAYROLL PAYMENTS TO EMPLOYEES IN THE ORDINARY COURSE OF
BUSINESS AND (II) INVESTMENTS IN QUALITY CALL CARE SOLUTIONS, INC. AND WILLOW
BEND BEVERAGE CORPORATION, IN EACH CASE TO SATISFY ORDINARY COURSE PAYROLL AND
OTHER OBLIGATIONS OF SUCH COMPANY;
(S) INVESTMENTS TO THE EXTENT THAT PAYMENT FOR SUCH INVESTMENTS IS MADE SOLELY
WITH QUALIFIED EQUITY INTERESTS OF HOLDINGS (OR THE BORROWER AFTER A QUALIFIED
PUBLIC OFFERING OF THE BORROWER);
(T) INVESTMENTS ARISING AS A RESULT OF THE HSBC ARRANGEMENTS OR ANY PERMITTED
REPLACEMENT CREDIT CARD PROGRAM;
(U) GUARANTEES BY HOLDINGS, THE BORROWER OR ANY SUBSIDIARY OF LEASES (OTHER THAN
CAPITALIZED LEASES) OR OF OTHER OBLIGATIONS THAT DO NOT CONSTITUTE INDEBTEDNESS,
IN EACH CASE ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS;
(V) OTHER INVESTMENTS, LOANS AND ADVANCES BY THE BORROWER AND THE SUBSIDIARIES
PROVIDED THAT, AT THE TIME SUCH AN INVESTMENT, LOAN OR ADVANCE IS MADE, THE
PAYMENT CONDITIONS ARE SATISFIED; AND
(W) OTHER INVESTMENTS, LOANS AND ADVANCES BY THE BORROWER AND THE SUBSIDIARIES
WHICH, TOGETHER WITH ANY RESTRICTED PAYMENTS MADE PURSUANT TO
SECTION 6.08(A)(XII) AND RESTRICTED DEBT PAYMENTS MADE PURSUANT TO
SECTION 6.08(B)(X), DO NOT EXCEED $30,000,000 IN THE AGGREGATE.
For purposes of covenant compliance, the amount of any investment shall be the
amount actually invested, without adjustment for subsequent increases or
decreases in the value thereof.
SECTION 6.05. ASSET SALES.
NO LOAN PARTY WILL, NOR WILL IT PERMIT ANY
SUBSIDIARY TO, SELL, TRANSFER, LEASE 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 TO THE BORROWER OR ANOTHER SUBSIDIARY IN COMPLIANCE WITH SECTION 6.04),
EXCEPT:
(A) SALES, TRANSFERS AND DISPOSITIONS OF (I) INVENTORY AND OTHER ASSETS IN THE
ORDINARY COURSE OF BUSINESS AND (II) USED, OBSOLETE, WORN OUT OR SURPLUS
EQUIPMENT OR PROPERTY IN THE ORDINARY COURSE OF BUSINESS, OR OF PROPERTY NO
LONGER USED OR USEFUL IN THE CONDUCT OF THE BUSINESS OF THE BORROWER AND ITS
SUBSIDIARIES;
(B) SALES, TRANSFERS AND DISPOSITIONS TO THE BORROWER OR ANY SUBSIDIARY,
PROVIDED THAT ANY SUCH SALES, TRANSFERS OR DISPOSITIONS TO A SUBSIDIARY THAT IS
NOT A LOAN PARTY SHALL BE MADE IN COMPLIANCE WITH SECTION 6.09;
(C) SALES, TRANSFERS AND DISPOSITIONS OF ACCOUNTS RECEIVABLE IN CONNECTION WITH
THE COMPROMISE, SETTLEMENT OR COLLECTION