OR (IV) AN EXCLUDED FOREIGN SUBSIDIARY TO ANOTHER EXCLUDED FOREIGN SUBSIDIARY;
PROVIDED THAT (X) IF THE EXTENSIONS OF CREDIT DESCRIBED IN FOREGOING CLAUSES (I)
OR (II) ARE EVIDENCED BY NOTES, SUCH NOTES SHALL BE PLEDGED AND DELIVERED TO THE
ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE SECURED PARTIES AND (Y) SUCH CREDIT
DESCRIBED IN CLAUSE (I) OR (III), TO THE EXTENT OWED BY A LOAN PARTY, IS
EXPRESSLY SUBORDINATED TO THE REPAYMENT OF THE OBLIGATIONS;
(F)
LOANS AND ADVANCES TO OFFICERS, DIRECTORS, CONSULTANTS AND
EMPLOYEES OF A GROUP MEMBER (I) TO FINANCE THE PURCHASE OF STOCK AND STOCK
EQUIVALENTS OF HOLDINGS OR CBAY, PROVIDED THAT THE AMOUNT OF SUCH LOANS AND
ADVANCES USED TO ACQUIRE SUCH STOCK AND STOCK EQUIVALENTS SHALL NOT EXCEED AN
AGGREGATE OUTSTANDING PRINCIPAL BALANCE OF $250,000 AT ANY TIME, (II) FOR
REASONABLE AND CUSTOMARY BUSINESS RELATED TRAVEL EXPENSES, ENTERTAINMENT
EXPENSES AND MOVING EXPENSES, AND SIMILAR EXPENSES, IN EACH CASE, INCURRED IN
THE ORDINARY COURSE OF BUSINESS AND WITH LOANS AND ADVANCES FOR ALL SUCH
EXPENSES NOT TO EXCEED $250,000 IN THE AGGREGATE OUTSTANDING AT ANY TIME, AND
(III) FOR ADDITIONAL PURPOSES NOT CONTEMPLATED BY CLAUSE (I) OR (II)
89
ABOVE, PROVIDED THAT THE AGGREGATE PRINCIPAL AMOUNT AT ANY TIME OUTSTANDING WITH
RESPECT TO THIS CLAUSE 8.3(F)(III) SHALL NOT EXCEED $500,000;
(G)
INVESTMENTS RECEIVED AS THE NON-CASH PORTION OF CONSIDERATION
RECEIVED IN CONNECTION WITH TRANSACTIONS PERMITTED PURSUANT TO SECTION 8.4(A);
PROVIDED THAT THE AGGREGATE PRINCIPAL AMOUNT AT ANY TIME OUTSTANDING WITH
RESPECT TO THIS CLAUSE (G) SHALL NOT EXCEED $500,000;
(H)
INVESTMENTS MADE TO REPURCHASE OR RETIRE STOCK OR STOCK
EQUIVALENTS OF HOLDINGS (OR ANY DIRECT OR INDIRECT PARENT THEREOF) IN ACCORDANCE
WITH SECTION 8.5(D);
(I)
GUARANTEES BY A GROUP MEMBER OF LEASES (OTHER THAN OF
CAPITAL LEASES) OR OF OTHER OBLIGATIONS THAT DO NOT CONSTITUTE INDEBTEDNESS, IN
EACH CASE, ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS;
(J)
GUARANTEES PERMITTED UNDER SECTION 8.1;
(K)
ADVANCES MADE IN CONNECTION WITH PURCHASES OF GOODS OR
SERVICES IN THE ORDINARY COURSE OF BUSINESS;
(L)
DEPOSITS OF CASH MADE IN THE ORDINARY COURSE OF BUSINESS TO
SECURE PERFORMANCE OF OPERATING LEASES;
(M)
INVESTMENTS IN HEDGING AGREEMENTS PERMITTED UNDER SECTION
8.1(F);
(N)
INVESTMENTS IN THE FORM OF EQUITY CAPITAL CONTRIBUTIONS MADE
IN A LOAN PARTY AS OF OR AFTER THE CLOSING DATE, AND INVESTMENTS IN THE FORM OF
EQUITY CAPITAL CONTRIBUTIONS IN ANY EXCLUDED FOREIGN SUBSIDIARY AS OF THE
CLOSING DATE; AND
(O)
OTHER INVESTMENTS NOT EXCEEDING $1,000,000 IN THE AGGREGATE
SINCE THE CLOSING DATE.
SECTION 8.4
ASSET SALES .
NO GROUP MEMBER SHALL SELL ANY OF ITS
PROPERTY (OTHER THAN CASH), ENTER INTO ANY SALE AND LEASEBACK TRANSACTION OR
(OTHER THAN WITH RESPECT TO HOLDINGS) ISSUE SHARES OF ITS OWN STOCK, EXCEPT FOR
THE FOLLOWING:
(A)
IN EACH CASE TO THE EXTENT ENTERED INTO IN THE ORDINARY
COURSE OF BUSINESS (I) OBSOLETE, WORN-OUT, USED OR SURPLUS PROPERTY (OTHER THAN
ACCOUNTS OF A GROUP MEMBER) TO THE EXTENT SUCH PROPERTY IS NOT NECESSARY FOR THE
OPERATION OF THE GROUP MEMBERS'