DISPOSITIONS BY BORROWER AND ITS SUBSIDIARIES
(EXCLUDING SALES OF ACCOUNTS AND STOCK OF ANY OF HOLDINGS' SUBSIDIARIES) IF ALL
OF THE FOLLOWING CONDITIONS ARE MET:
(I) THE AGGREGATE FAIR MARKET VALUE OF
ASSETS SOLD OR OTHERWISE DISPOSED OF IN ANY FISCAL YEAR DOES NOT EXCEED
$5,000,000 IN THE AGGREGATE; (II) THE CONSIDERATION RECEIVED IS AT LEAST EQUAL
TO THE FAIR MARKET VALUE OF SUCH ASSETS; (III) 90% OF THE CONSIDERATION RECEIVED
IS CASH; (IV) THE NON-CASH PORTION OF THE CONSIDERATION RECEIVED SHALL BE
EVIDENCED BY A PROMISSORY NOTE, WHICH PROMISSORY NOTE SHALL BE IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO AGENT AND SHALL BE PLEDGED AND DELIVERED TO
AGENT AS ADDITIONAL COLLATERAL SECURITY FOR THE OBLIGATIONS; (V) THE NET
PROCEEDS OF SUCH ASSET DISPOSITION ARE APPLIED AS REQUIRED BY SECTION 1.5(B)(I);
PROVIDED, THAT THE NET PROCEEDS OF ANY ASSET DISPOSITION MAY BE USED TO ACQUIRE
ASSETS IN COMPLIANCE WITH SECTION 1.5(B); (VI) AFTER GIVING EFFECT TO THE ASSET
DISPOSITION AND THE REPAYMENT OF INDEBTEDNESS WITH THE PROCEEDS THEREOF,
BORROWER IS IN COMPLIANCE ON A PRO FORMA BASIS WITH THE COVENANTS SET FORTH IN
SECTION 6 RECOMPUTED FOR THE MOST RECENTLY ENDED QUARTER FOR WHICH INFORMATION
IS AVAILABLE; AND (VII) NO DEFAULT OR EVENT OF DEFAULT THEN EXISTS OR WOULD
RESULT FROM SUCH ASSET DISPOSITION; AND (E) THE SALE, TRANSFER OR OTHER
DISPOSITION OF ANY ASSETS OF (I) ANY EXCLUDED FOREIGN SUBSIDIARY TO ANY OTHER
EXCLUDED FOREIGN SUBSIDIARY; AND (II) ANY CREDIT PARTY (OTHER THAN THE BORROWER)
TO ANY OTHER CREDIT PARTY.
5.8.
TRANSACTIONS WITH AFFILIATES. THE CREDIT
PARTIES SHALL NOT AND SHALL NOT CAUSE OR PERMIT THEIR SUBSIDIARIES TO DIRECTLY
OR INDIRECTLY ENTER INTO OR PERMIT TO EXIST ANY TRANSACTION (INCLUDING THE
PURCHASE, SALE, LEASE OR EXCHANGE OF ANY PROPERTY OR THE RENDERING OF ANY
MANAGEMENT, CONSULTING, INVESTMENT BANKING, ADVISORY OR OTHER SIMILAR SERVICES)
WITH ANY AFFILIATE OR WITH ANY DIRECTOR, OFFICER OR EMPLOYEE OF ANY CREDIT
PARTY, EXCEPT (A) AS SET FORTH ON SCHEDULE 5.8, (B) TRANSACTIONS IN THE ORDINARY
COURSE OF AND PURSUANT TO THE REASONABLE REQUIREMENTS OF THE BUSINESS OF ANY
SUCH CREDIT PARTY OR ANY OF ITS SUBSIDIARIES AND UPON FAIR AND
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REASONABLE TERMS WHICH ARE FULLY DISCLOSED TO AGENT AND ARE NO LESS FAVORABLE TO
ANY SUCH CREDIT PARTY OR ANY OF ITS SUBSIDIARIES THAN WOULD BE OBTAINED IN A
COMPARABLE ARM'S LENGTH TRANSACTION WITH A PERSON THAT IS NOT AN AFFILIATE,
(C) PAYMENT OF REASONABLE COMPENSATION TO OFFICERS AND EMPLOYEES FOR SERVICES
ACTUALLY RENDERED TO ANY SUCH CREDIT PARTY OR ANY OF ITS SUBSIDIARIES; (D) LOANS
TO EMPLOYEES PERMITTED IN SECTION 5.3, (E) RESTRICTED PAYMENTS PERMITTED IN
SECTION 5.5 AND THE AGREEMENTS PURSUANT TO WHICH SUCH RESTRICTED PAYMENTS ARE
REQUIRED TO BE MADE, (F) REIMBURSEMENT OF EMPLOYEE TRAVEL AND LODGING COSTS
INCURRED IN THE ORDINARY COURSE OF BUSINESS, (G) THE GUARANTY OF THE OBLIGATIONS
BY CREDIT PARTIES, (H) EMPLOYMENT AGREEMENTS, EQUITY INCENTIVE AGREEMENTS AND
OTHER EMPLOYEE AND MANAGEMENT ARRANGEMENTS IN THE ORDINARY COURSE OF BUSINESS
WHICH ARE FULLY DISCLOSED TO THE AGENT,