PERMITTED UNDER SECTION 6.07;
(M)
INVESTMENTS BY THE BORROWER OR ANY SUBSIDIARY
FINANCED WITH THE NET PROCEEDS FROM ANY ISSUANCE OF EQUITY INTERESTS OF HOLDINGS
DURING THE PERIOD OF FOUR CONSECUTIVE FISCAL QUARTERS ENDED IMMEDIATELY PRIOR TO
THE DATE OF SUCH INVESTMENT (TO THE EXTENT NOT PREVIOUSLY APPLIED TO REPURCHASE
SUBORDINATED DEBT, TO MAKE PERMITTED ACQUISITIONS, TO MAKE CAPITAL EXPENDITURES
OR TO MAKE INVESTMENTS UNDER THIS CLAUSE (M)); AND
68
(N)
OTHER INVESTMENTS IN AN AGGREGATE AMOUNT, AS
VALUED AT COST AT THE TIME EACH SUCH INVESTMENT IS MADE, NOT EXCEEDING
$20,000,000 IN THE AGGREGATE FOR ALL SUCH INVESTMENTS MADE FROM AND AFTER THE
RESTATEMENT EFFECTIVE DATE PLUS AN AMOUNT EQUAL TO ANY REPAYMENTS, INTEREST,
RETURNS, PROFITS, DISTRIBUTIONS, INCOME AND SIMILAR AMOUNTS ACTUALLY RECEIVED IN
CASH IN RESPECT OF ANY SUCH INVESTMENT (WHICH AMOUNT SHALL NOT EXCEED THE AMOUNT
OF SUCH INVESTMENT VALUED AT COST AT THE TIME SUCH INVESTMENT WAS MADE).
SECTION 6.05.
Asset Sales.
Neither Holdings nor the Borrower will, nor will
they permit any of the Subsidiaries to, sell, transfer, lease or otherwise
dispose of any asset, including any Equity Interest owned by it, nor will
Holdings or 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
INVENTORY, USED, OBSOLETE, WORN OUT OR SURPLUS EQUIPMENT OR PROPERTY AND
PERMITTED INVESTMENTS IN THE ORDINARY COURSE OF BUSINESS;
(B)
SALES, TRANSFERS AND DISPOSITIONS TO THE
BORROWER OR A SUBSIDIARY; PROVIDED THAT ANY SUCH SALES, TRANSFERS OR
DISPOSITIONS INVOLVING A SUBSIDIARY THAT IS NOT A LOAN PARTY SHALL BE MADE IN
COMPLIANCE WITH SECTION 6.09;
(C)
SALES, TRANSFERS AND DISPOSITIONS OF THE
SPECIFIED PROPERTIES;
(D)
SALES, TRANSFERS AND DISPOSITIONS OF
ACCOUNTS RECEIVABLE IN CONNECTION WITH THE COMPROMISE, SETTLEMENT OR COLLECTION
THEREOF;
(E)
SALES, TRANSFERS AND DISPOSITIONS OF
INVESTMENTS PERMITTED BY SECTION 6.04(G);
(F)
WITHIN 360 DAYS AFTER THE CONSUMMATION OF
A PERMITTED ACQUISITION, THE SALE, TRANSFER OR DISPOSITION OF ASSETS ACQUIRED IN
CONNECTION WITH SUCH PERMITTED ACQUISITION AND NOT REQUIRED IN THE OPERATION OF
THE BUSINESS OF THE BORROWER OR ANY OF THE SUBSIDIARIES;
(G)
SALES, TRANSFERS AND DISPOSITIONS OF EQUITY
INTERESTS IN BUYERS ACCESS IN ACCORDANCE WITH THE TERMS OF THE BUYERS ACCESS
OPERATING AGREEMENT;
(H)
SALES, TRANSFERS AND OTHER DISPOSITIONS OF
ASSETS (OTHER THAN EQUITY INTERESTS IN A SUBSIDIARY UNLESS 100% OF SUCH
SUBSIDIARY) THAT ARE NOT PERMITTED BY ANY OTHER CLAUSE OF THIS SECTION; PROVIDED
THAT THE AGGREGATE FAIR MARKET VALUE OF ALL ASSETS SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF IN RELIANCE UPON THIS CLAUSE (D) SHALL NOT EXCEED
$2,500,000 DURING ANY FISCAL YEAR OF THE BORROWER;
(I)
SALES, TRANSFERS AND DISPOSITIONS OF
INDIVIDUAL OR GROUPS OF RELATED ASSETS WITH A FAIR VALUE OF LESS THAN $500,000;
PROVIDED THAT SALES, TRANSFERS AND DISPOSITIONS OF INDIVIDUAL OR GROUPS OF
RELATED ASSETS PURSUANT TO THIS CLAUSE (I)
69
SHALL NOT EXCEED $10,000,000 IN THE AGGREGATE DURING THE TERM OF THIS AGREEMENT;
AND