BUSINESSES; (II) INVENTORY, EQUIPMENT AND GOODS
SOLD; AND (III) CASH AND CASH EQUIVALENTS (EXCEPT THAT WHILE A CASH DOMINION
PERIOD REMAINS IN EFFECT, SECTION 7.11 SHALL CONTROL OVER THIS SECTION 8.4 WITH
RESPECT TO THE DISPOSITION OF ALL CASH AND CASH EQUIVALENTS THAT ARE THE
PROCEEDS OF AN ACCOUNT OF A LOAN PARTY);
(B)
(I) ANY SALE OF ANY PROPERTY BY ANY GROUP MEMBER TO ANY OTHER
GROUP MEMBER TO THE EXTENT ANY RESULTING INVESTMENT CONSTITUTES A PERMITTED
INVESTMENT UNDER SECTION 8.3(E), (II) ANY RESTRICTED PAYMENT BY ANY GROUP MEMBER
PERMITTED PURSUANT TO SECTION 8.5 AND (III) ANY DISTRIBUTION BY HOLDINGS OF THE
PROCEEDS OF RESTRICTED PAYMENTS FROM ANY OTHER GROUP MEMBER TO THE EXTENT
PERMITTED IN SECTION 8.5;
90
(C)
(I) ANY SALE OR ISSUANCE BY HOLDINGS OF ITS OWN STOCK, (II)
ANY SALE OR ISSUANCE BY ANY GROUP MEMBER OF ITS OWN STOCK TO ANY LOAN PARTY, OR
BY ANY GROUP MEMBER THAT IS NOT A LOAN PARTY TO ANOTHER GROUP MEMBER THAT IS NOT
A LOAN PARTY TO THE EXTENT THAT THE RESULTING INVESTMENT IS A PERMITTED
INVESTMENT UNDER SECTION 8.3(E); PROVIDED, HOWEVER, THAT THE PROPORTION OF SUCH
STOCK AND OF EACH CLASS OF SUCH STOCK (BOTH ON AN OUTSTANDING AND FULLY-DILUTED
BASIS) HELD BY THE LOAN PARTIES, TAKEN AS A WHOLE, AND PLEDGED TO THE
ADMINISTRATIVE AGENT DOES NOT CHANGE AS A RESULT OF SUCH SALE OR ISSUANCE AND
(III) TO THE EXTENT NECESSARY TO SATISFY ANY REQUIREMENT OF LAW IN THE
JURISDICTION OF INCORPORATION OF ANY GROUP MEMBER, ANY SALE OR ISSUANCE BY SUCH
GROUP MEMBER OF ITS OWN STOCK CONSTITUTING DIRECTORS' QUALIFYING SHARES OR
NOMINAL HOLDINGS; AND
(D)
DISPOSITIONS OF PROPERTY (OTHER THAN ACCOUNTS OF A GROUP
MEMBER) NOT OTHERWISE PERMITTED HEREUNDER THAT ARE MADE FOR FAIR MARKET VALUE;
PROVIDED, THAT (I) AT THE TIME OF ANY DISPOSITION, NO DEFAULT OR EVENT OF
DEFAULT SHALL EXIST OR SHALL RESULT FROM SUCH DISPOSITION, (II) NOT LESS THAN
75% OF THE AGGREGATE SALES PRICE FROM SUCH DISPOSITION SHALL BE PAID IN CASH OR
CASH EQUIVALENTS, (III) THE AGGREGATE FAIR MARKET VALUE OF ALL PROPERTY SO SOLD
BY THE GROUP MEMBERS, TOGETHER, SHALL NOT EXCEED IN ANY FISCAL YEAR THE GREATER
OF (X) ONE PERCENT (1%) OF THE TOTAL ASSETS OF THE GROUP MEMBERS REFLECTED ON
THE FINANCIAL STATEMENTS DELIVERED TO THE ADMINISTRATIVE AGENT IN ACCORDANCE
WITH SECTION 6.1 FOR THE PRECEDING FISCAL YEAR, AND (Y) $2,500,000 AND
(IV) AFTER GIVING EFFECT TO SUCH DISPOSITION, THE LOAN PARTIES ARE IN COMPLIANCE
ON A PRO FORMA BASIS WITH THE COVENANTS SET FORTH IN ARTICLE 7, RECOMPUTED FOR
THE MOST RECENT FISCAL QUARTER FOR WHICH FINANCIAL STATEMENTS HAVE BEEN
DELIVERED;
(E)
OTHER DISPOSITIONS OF PROPERTY THE FAIR MARKET VALUE OF WHICH
SHALL NOT EXCEED, IN THE AGGREGATE, $500,000;
(F)
ANY (I) SALE OR DISCOUNTING OF ACCOUNTS RECEIVABLE ARISING IN
THE ORDINARY COURSE OF BUSINESS IN CONNECTION WITH THE COMPROMISE OR COLLECTION
THEREOF TO THE EXTENT THE PROCEEDS THEREOF ARE APPLIED TO REPAY ANY SWING LOANS
OR REVOLVING LOANS