SECTIONS 4.2(A) AND 4.4 OF THE SECURITY AGREEMENT, NOTES
PAYABLE, OR STOCK OR OTHER SECURITIES ISSUED BY ACCOUNT DEBTORS OR OTHER
OBLIGORS TO A LOAN PARTY PURSUANT TO NEGOTIATED AGREEMENTS WITH RESPECT TO
SETTLEMENT OF SUCH ACCOUNT DEBTOR'S ACCOUNTS IN THE ORDINARY COURSE OF BUSINESS,
CONSISTENT WITH PAST PRACTICES OR RECEIVED IN CONNECTION WITH THE BANKRUPTCY OR
REORGANIZATION OF AN ACCOUNT DEBTOR OR OTHER OBLIGOR;
(H)
INVESTMENTS IN THE FORM OF SWAP AGREEMENTS PERMITTED BY SECTION 6.07;
(I)
INVESTMENTS OF ANY PERSON EXISTING AT THE TIME SUCH PERSON BECOMES A
SUBSIDIARY OR CONSOLIDATES OR MERGES WITH HOLDINGS OR ANY OF ITS SUBSIDIARIES
(INCLUDING IN CONNECTION WITH A PERMITTED ACQUISITION) SO LONG AS SUCH
INVESTMENTS WERE NOT MADE IN CONTEMPLATION OF SUCH PERSON BECOMING A SUBSIDIARY
OR OF SUCH MERGER;
(J)
INVESTMENTS RECEIVED IN CONNECTION WITH THE DISPOSITIONS OF ASSETS
PERMITTED BY SECTION 6.05;
(K) ACCOUNTS RECEIVABLE ARISING AND TRADE CREDIT GRANTED IN THE ORDINARY COURSE
OF BUSINESS AND PREPAYMENTS AND OTHER CREDITS GRANTED TO SUPPLIERS IN THE
ORDINARY COURSE OF BUSINESS;
(L) LOANS OR ADVANCES TO, OR FOR THE BENEFIT OF, INDEPENDENT LICENSED DEALERS IN
PRODUCTS AND SERVICES OF HOLDINGS AND ITS SUBSIDIARIES IN AN AGGREGATE
OUTSTANDING AMOUNT NOT EXCEEDING $5,000,000;
(M)
INVESTMENTS CONSTITUTING DEPOSITS DESCRIBED IN CLAUSES (C) AND (D) OF THE
DEFINITION OF THE TERM "PERMITTED ENCUMBRANCES"; AND
(N)
PERMITTED ACQUISITIONS.
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 IN THE ORDINARY COURSE
OF BUSINESS AND (II) USED, OBSOLETE, WORN OUT OR SURPLUS EQUIPMENT OR PROPERTY
IN THE ORDINARY COURSE OF BUSINESS;
(B)
SALES, TRANSFERS AND DISPOSITIONS TO ANY LOAN PARTY OR ANY SUBSIDIARY;
PROVIDED THAT ANY SUCH SALES, TRANSFERS OR DISPOSITIONS INVOLVING A SUBSIDIARY
THAT IS NOT A LOAN PARTY SHALL BE MADE IN COMPLIANCE WITH SECTIONS 6.04 AND
6.09;
(C)
SALES, TRANSFERS AND DISPOSITIONS OF ACCOUNTS RECEIVABLE IN CONNECTION WITH
THE COMPROMISE, SETTLEMENT OR COLLECTION THEREOF;
(D)
SALES, TRANSFERS AND DISPOSITIONS OF PERMITTED INVESTMENTS AND OTHER
INVESTMENTS PERMITTED BY CLAUSES (I) AND (K) OF SECTION 6.04;
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(E)
SALE AND LEASEBACK TRANSACTIONS, AND OTHER FINANCING ARRANGEMENTS,
PERMITTED BY SECTIONS 6.01(N) AND 6.06, AND ANY OTHER SALE OF REAL PROPERTY NOT
INVOLVING THE INCURRENCE OF INDEBTEDNESS;
(F)
DISPOSITIONS RESULTING FROM ANY CASUALTY OR OTHER INSURED DAMAGE TO, OR ANY
TAKING UNDER POWER OF EMINENT DOMAIN OR BY CONDEMNATION OR SIMILAR PROCEEDING
OF, ANY PROPERTY OR ASSET OF ANY LOAN PARTY OR ANY SUBSIDIARY;
(G) LEASES, SUBLEASES, LICENSES AND SUBLICENSES ENTERED INTO IN THE ORDINARY
COURSE OF BUSINESS; AND
(H)
SALES, TRANSFERS AND OTHER DISPOSITIONS OF ASSETS (OTHER THAN EQUITY
INTERESTS IN A SUBSIDIARY UNLESS ALL EQUITY INTERESTS IN SUCH SUBSIDIARY ARE
SOLD) THAT ARE NOT