WITH PAST PRACTICES AND (II) LIENS SECURING OBLIGATIONS OWED TO FIRST
DATA AS DESCRIBED IN THE FIRST DATA ORDER;
(I)
LIENS ON CASH DEPOSITS SECURING OBLIGATIONS REFERRED TO IN
SECTION 6.3(A)(VIII) THAT DO NOT CONSTITUTE COLLATERAL IN AN AGGREGATE AMOUNT
NOT IN EXCESS OF $2,500,000;
(J)
LIENS ON CASH DEPOSITS PLEDGED AS COLLATERAL FOR INDEBTEDNESS
PERMITTED UNDER SECTION 6.3(A)(V) IN CONNECTION WITH INVESTMENTS PERMITTED UNDER
SECTION 6.2(F);
(K)
LIENS SECURING A PERMITTED REFINANCING OF INDEBTEDNESS, TO THE
EXTENT SUCH INDEBTEDNESS BEING REFINANCED WAS ORIGINALLY SECURED IN ACCORDANCE
WITH THIS SECTION 6.7; PROVIDED THAT SUCH LIEN DOES NOT ATTACH TO ANY ADDITIONAL
PROPERTY OR ASSETS OF BORROWER OR ANY SUBSIDIARY;
(L)
LIENS SECURING THE LOANS AND THE OTHER OBLIGATIONS;
(M)
LIENS CREATED AFTER THE CLOSING DATE IN CONNECTION WITH OPERATING
LEASES; PROVIDED, THAT, SUCH LIENS ATTACH ONLY TO THE ASSETS SUBJECT TO SUCH
LEASE (INCLUDING ANY SUBLEASE THEREOF, OTHER ASSETS INTEGRAL TO THE USE THEREOF
AND SECURITY DEPOSITS FROM ANY SUBLESSEE COLLATERALLY ASSIGNED FOR THE BENEFIT
OF LESSORS);
(N)
OTHER LIENS SO LONG AS THE VALUE OF THE PROPERTY SUBJECT TO SUCH
LIENS, AND THE INDEBTEDNESS AND OTHER OBLIGATIONS SECURED THEREBY, DO NOT
EXCEED, IN THE AGGREGATE, $500,000; AND
(O)
LIENS SECURING INDEBTEDNESS PERMITTED BY SECTION 6.3(A)(XIV), TO
THE EXTENT SUCH LIEN IS SOLELY WITH RESPECT TO THE AIRCRAFT, ENGINES OR SPARE
PARTS TO BE PURCHASED AND THE PURCHASE CONTRACT RELATING THERETO.
6.8
SALE OF STOCK AND ASSETS.
No Borrower shall sell, transfer, convey, assign or otherwise dispose of any of
its properties or other assets, including the Stock of any of its Subsidiaries
(whether in a public or a private offering or otherwise) or any of its Accounts
(any such disposition being an "Asset Sale"), other than the following (without
duplication):
(A)
SALES AND OTHER DISPOSITIONS OF ASSETS IN THE ORDINARY COURSE OF
BUSINESS, SWAPS, EXCHANGES, INTERCHANGE OR POOLING OF ASSETS, IN THE ORDINARY
COURSE OF BUSINESS ;
(B)
SALES OR DISPOSITIONS OF SURPLUS, OBSOLETE, NEGLIGIBLE OR
UNECONOMICAL ASSETS NO LONGER USED IN THE BUSINESS OF BORROWERS;
(C)
SALES OR DISPOSITIONS OF PERMITTED INVESTMENTS FOR CASH OR IN
EXCHANGE FOR PERMITTED INVESTMENTS (INCLUDING, FOR THE AVOIDANCE OF DOUBT, THE
SALE OF AUCTION RATE SECURITIES);
33
(D)
DISPOSITIONS OF SECTION 1110 ASSETS (CONSISTING OF THE RETURN
THEREOF TO THE PARTY THAT HAD PROVIDED FINANCING THEREFOR); PROVIDED, THAT SUCH
DISPOSITIONS, IN THE AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO RESULT IN A
MATERIAL ADVERSE EFFECT;
(E)
SALES OR DISPOSITIONS OF INVENTORY IN THE ORDINARY COURSE OF
BUSINESS;
(F)
SALES OR DISPOSITIONS OF OTHER ASSETS IN ARM'S LENGTH
TRANSACTIONS AT FAIR MARKET VALUE IN AN AGGREGATE AMOUNT NOT TO EXCEED
$2,500,000 IN THE AGGREGATE IN ANY FISCAL YEAR;
(G)
(I) SALE, DISPOSITION, EXCHANGE OR ABANDONMENT OF INTELLECTUAL
PROPERTY; PROVIDED, THAT SUCH ABANDONMENT IS (A) IN THE ORDINARY COURSE OF
BUSINESS CONSISTENT WITH PAST PRACTICES AND (B) WITH RESPECT TO INTELLECTUAL
PROPERTY THAT IS NOT MATERIAL TO THE BUSINESS OF THE BORROWERS AND
(II) LICENSING OR SUBLICENSING OF INTELLECTUAL PROPERTY IN THE ORDINARY