IS
PERMITTED PURSUANT TO SECTION 5.02(B)(III)(B)(III) AND (Y) BMCA OR SUCH
SUBSIDIARY CONTINUES TO REFLECT OWNERSHIP OF SUCH PROPERTY IN ITS 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HISTORIC BUSINESS PRACTICE, IS OBSOLETE;
76
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 Term
Loan Advances pursuant to, to the extent and in the amount and order of priority
set forth in, Section 2.05(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 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, (X) INVESTMENTS IN AN AGGREGATE AMOUNT NOT IN
EXCESS OF $25,000,000 IN NON-RECOURSE SUBSIDIARIES OR ANY PERSONS THAT ARE NOT
LOAN PARTIES, EXCLUDING G-I HOLDINGS AND BMCA HOLDINGS AND (Y) RESTRICTED
INVESTMENTS PERMITTED UNDER SECTION 5.02(G);
(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;
(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