EQUITY INTERESTS OF
HOLDINGS BY HOLDINGS TO THE BORROWER AND ANY ISSUANCE OF EQUITY INTERESTS OF ANY
SUBSIDIARY OF HOLDINGS BY SUCH SUBSIDIARY TO HOLDINGS OR ANY OTHER SUBSIDIARY OF
HOLDINGS;
(V) ANY SALE AND LEASEBACK TRANSACTION PERMITTED PURSUANT TO
SECTION 6.01(A)(IX), (XIV) OR (XV) AND SECTION 6.06;
(VI) SALES OR CONTRIBUTIONS OF SECURITIZATION ASSETS TO SECURITIZATION VEHICLES
IN CONNECTION WITH SECURITIZATIONS, PROVIDED THAT (A) EACH SUCH SECURITIZATION
IS EFFECTED ON MARKET TERMS AS DETERMINED IN GOOD FAITH BY THE SENIOR MANAGEMENT
OF THE BORROWER, (B) THE AGGREGATE AMOUNT OF ALL SUCH SECURITIZATIONS PLUS THE
AGGREGATE AMOUNT OF INDEBTEDNESS PERMITTED BY SECTION 6.01(A)(XVI)(B) DOES NOT
EXCEED $950,000,000 AT ANY TIME OUTSTANDING, (C) THE AGGREGATE AMOUNT OF THE
SELLERS' RETAINED INTERESTS IN SUCH SECURITIZATIONS DOES NOT EXCEED AN AMOUNT AT
ANY TIME OUTSTANDING THAT IS CUSTOMARY FOR SIMILAR TRANSACTIONS AND (D) THE
PROCEEDS TO EACH SUCH SECURITIZATION VEHICLE FROM THE ISSUANCE OF THIRD PARTY
INTERESTS ARE APPLIED SUBSTANTIALLY SIMULTANEOUSLY WITH RECEIPT THEREOF TO THE
PURCHASE FROM SUBSIDIARY LOAN PARTIES OF SECURITIZATION ASSETS; PROVIDED THAT,
IN THE CASE OF CLAUSE (D), THE SECURITIZATION VEHICLE MAY USE A PORTION OF SUCH
PROCEEDS TO PAY A CUSTOMARY COLLECTION AGENT FEE IN CONNECTION WITH SUCH
SECURITIZATION TO THE EXTENT SUCH FEE IS PERMITTED PURSUANT TO SECTION 6.09(F);
(VII) UNLESS OTHERWISE RESTRICTED BY SECTION 5.17, SALES OF FACTORING ASSETS IN
CONNECTION WITH FACTORING TRANSACTIONS; PROVIDED THAT (I) A FACTORING NOTICE
WITH RESPECT TO SUCH FACTORING TRANSACTION HAS BEEN DELIVERED BY THE BORROWER TO
THE ADMINISTRATIVE AGENT AND (II) EACH SUCH FACTORING TRANSACTION IS EFFECTED ON
MARKET TERMS AS DETERMINED IN GOOD FAITH BY THE SENIOR MANAGEMENT OF THE
BORROWER; AND
(VIII) THE SALE, TRANSFER OR OTHER DISPOSITION OF ASSETS OR PROPERTIES OF
HOLDINGS AND ITS SUBSIDIARIES REQUIRED BY ANY GOVERNMENTAL AUTHORITY AS A
CONDITION TO ITS CONSENT OR FORBEARANCE FROM OPPOSING THE CONSUMMATION OF THE
TRANSACTIONS.
provided that, with respect to sales, transfers or dispositions under clause
(ii), (v) or (viii), and with respect to any net consideration received from any
transaction described in clause (iii), (1) at least 75% of the consideration
therefor shall consist of cash and (2) the
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aggregate fair market value of all assets sold, transferred or disposed of in
reliance upon clauses (ii) and (v) shall not exceed $200,000,000 in any fiscal
year of the Borrower; provided further that subject to the condition set forth
in clause (1) above, additional assets with an aggregate fair market value not
in excess of $450,000,000 may be sold, transferred or disposed of in any fiscal
year of the Borrower in reliance upon clauses (ii) and (v) if the Borrower
reinvests, or causes the applicable Subsidiary Loan Party (or, prior to the
Borrowing Base Date, if applicable, Holdings or any of its subsidiaries) to
reinvest, Net Cash Proceeds received in connection therewith in Business
Acquisitions or the purchase of Stores or prescription files within 365 days
after the receipt thereof.
SECTION 6.06.
SALE AND LEASEBACK TRANSACTIONS.
THE BORROWER WILL NOT, AND WILL
NOT