SUBSTANTIALLY ALL OF THE NET PROCEEDS OF SUCH
DISPOSITION ARE USED BY
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THE BORROWER OR A SUBSIDIARY TO ACQUIRE OTHER PROPERTY USED OR TO BE USED IN THE
BUSINESSES REFERRED TO IN SECTION 8.9 AND (B) THE BORROWER OR SUCH SUBSIDIARY
HAS COMPLIED WITH THE PROVISIONS OF SECTION 7.11 WITH RESPECT TO SUCH PROPERTY,
THEN SUCH DISPOSITIONS SHALL BE DISREGARDED FOR PURPOSES OF CALCULATIONS
PURSUANT TO THIS SECTION 8.3(I)) (AND SHALL OTHERWISE BE DEEMED TO BE PERMITTED
UNDER THIS SECTION 8.3) FROM AND AFTER THE TIME OF COMPLIANCE WITH SECTION 7.11
WITH RESPECT TO THE ACQUISITION OF SUCH OTHER PROPERTY;
(J)
ANY SUBSIDIARY OF THE BORROWER MAY SELL,
LEASE, TRANSFER OR OTHERWISE DISPOSE OF ANY OR ALL OF ITS ASSETS TO THE BORROWER
OR ANY OTHER WHOLLY-OWNED SUBSIDIARY OF THE BORROWER (OTHER THAN (I) FROM (X) A
DOMESTIC SUBSIDIARY TO A FOREIGN SUBSIDIARY OR (Y) A FOREIGN SUBSIDIARY PARTY TO
FOREIGN INTERCOMPANY LOAN DOCUMENTS TO A FOREIGN SUBSIDIARY WHICH IS NOT A PARTY
TO FOREIGN INTERCOMPANY LOAN DOCUMENTS OR (Z) A FOREIGN SUBSIDIARY TRANSFERRING
ASSETS WHICH THEN SERVE AS DIRECT COLLATERAL FOR A FOREIGN INTERCOMPANY NOTE TO
ANOTHER FOREIGN SUBSIDIARY UNLESS SUCH ASSETS SIMILARLY SECURE A FOREIGN
INTERCOMPANY NOTE OF SUCH FOREIGN SUBSIDIARY RECEIVING SUCH ASSETS OR (II) TO A
RECEIVABLES SUBSIDIARY);
(K)
ANY SUBSIDIARY OF THE BORROWER (OTHER THAN
UK HOLDCO 1 AND A RECEIVABLES SUBSIDIARY) MAY VOLUNTARILY LIQUIDATE, WIND-UP OR
DISSOLVE;
(L)
THE BORROWER AND ITS SUBSIDIARIES MAY,
DIRECTLY OR INDIRECTLY, SELL, CONTRIBUTE AND MAKE OTHER TRANSFERS OF RECEIVABLES
FACILITY ASSETS TO A RECEIVABLES SUBSIDIARY AND SUCH RECEIVABLES SUBSIDIARY MAY
SELL AND MAKE OTHER TRANSFERS OF RECEIVABLES FACILITY ASSETS TO THE ISSUER, IN
EACH CASE PURSUANT TO THE RECEIVABLES DOCUMENTS UNDER A PERMITTED ACCOUNTS
RECEIVABLE SECURITIZATION; AND
(M)
FOREIGN SUBSIDIARIES OTHER THAN ANY FOREIGN
SUBSIDIARY WHICH AS OF THE CLOSING DATE OR ANY DATE THEREAFTER IS A PARTY TO ANY
FOREIGN INTERCOMPANY LOAN DOCUMENT MAY ENTER INTO THE FOREIGN FACTORING
TRANSACTIONS IN AN AGGREGATE AMOUNT NOT TO EXCEED $25,000,000 AT ANY TIME
OUTSTANDING.
8.4
Dividends or Other Distributions
(A)
NEITHER THE BORROWER NOR ANY OF ITS
SUBSIDIARIES WILL: (I) DECLARE OR PAY ANY DIVIDEND OR MAKE ANY DISTRIBUTION ON
OR IN RESPECT OF ITS CAPITAL STOCK OR TO THE DIRECT OR INDIRECT HOLDERS OF ITS
CAPITAL STOCK, OTHER THAN (X) DIVIDENDS OR DISTRIBUTIONS (A) PAYABLE SOLELY IN
SUCH CAPITAL STOCK OR IN OPTIONS, WARRANTS OR OTHER RIGHTS TO PURCHASE SUCH
CAPITAL STOCK, (B) DIVIDENDS AND DISTRIBUTIONS PAYABLE TO THE BORROWER OR A
WHOLLY-OWNED SUBSIDIARY OF THE BORROWER OR PAYABLE TO HOLDERS OF MINORITY
INTERESTS IN ANY SUBSIDIARY SO LONG AS THE BORROWER OR ANY OTHER SUBSIDIARY
HAVING AN INTEREST IN SUCH SUBSIDIARY SHALL RECEIVE ITS PROPORTIONATE SHARE OF
SUCH DIVIDEND OR DISTRIBUTION; PROVIDED THAT THE AMOUNT OF SUCH DIVIDENDS OR
DISTRIBUTIONS UNDER THIS CLAUSE (B) WHICH ARE PAID TO ANY PERSON OTHER THAN THE
BORROWER OR ITS SUBSIDIARIES SHALL BE INCLUDED FOR PURPOSES OF CALCULATING
COMPLIANCE WITH SECTION 8.4(B), AND SHALL BE PERMITTED ONLY TO THE