6.02, 6.04, 6.06 OR 6.07, AND (IV) OTHER ASSET DISPOSITIONS OF PROPERTY
THAT, TOGETHER WITH ALL OTHER PROPERTY OF THE BORROWER AND ITS SUBSIDIARIES
PREVIOUSLY LEASED, SOLD OR DISPOSED OF IN ASSET DISPOSITIONS MADE PURSUANT TO
THIS SECTION 6.03(B)(IV) DURING THE TWELVE-MONTH PERIOD ENDING WITH THE MONTH IN
WHICH ANY SUCH LEASE, SALE OR OTHER DISPOSITION OCCURS, DO NOT CONSTITUTE A
SUBSTANTIAL PORTION OF THE PROPERTY OF THE BORROWER AND ITS SUBSIDIARIES;
PROVIDED, THAT FOR CALCULATIONS WHICH INCLUDE ANY PERIOD PRIOR TO THE EFFECTIVE
DATE, SALES OF PROPERTY IN CONNECTION WITH STORE CLOSURES AND THE TERMINATION OF
THE BORROWER'S SAP SOFTWARE PROGRAM SHALL BE EXCLUDED.
(C)
THE BORROWER WILL NOT, AND WILL NOT PERMIT ANY OF ITS SUBSIDIARIES TO,
ENGAGE TO ANY MATERIAL EXTENT IN ANY BUSINESS OTHER THAN BUSINESSES OF THE TYPE
CONDUCTED BY THE BORROWER AND ITS SUBSIDIARIES ON THE DATE OF EXECUTION OF THIS
AGREEMENT AND BUSINESSES REASONABLY RELATED THERETO.
SECTION 6.04.
INVESTMENTS, LOANS, ADVANCES, GUARANTEES AND ACQUISITIONS.
THE
BORROWER WILL NOT, AND WILL NOT PERMIT ANY OF ITS SUBSIDIARIES TO, PURCHASE,
HOLD OR ACQUIRE (INCLUDING PURSUANT TO ANY MERGER WITH ANY PERSON THAT WAS NOT A
WHOLLY-OWNED SUBSIDIARY PRIOR TO SUCH MERGER) ANY CAPITAL STOCK, EVIDENCES OF
INDEBTEDNESS OR OTHER SECURITIES (INCLUDING ANY OPTION, WARRANT OR OTHER RIGHT
TO ACQUIRE ANY OF THE FOREGOING) OF, MAKE OR PERMIT TO EXIST ANY LOANS OR
ADVANCES TO, GUARANTEE ANY OBLIGATIONS OF, OR MAKE OR PERMIT TO EXIST ANY
INVESTMENT OR ANY OTHER INTEREST IN, ANY OTHER PERSON, OR PURCHASE OR OTHERWISE
ACQUIRE (IN ONE TRANSACTION OR A SERIES OF TRANSACTIONS) ANY ASSETS OF ANY OTHER
PERSON CONSTITUTING A BUSINESS UNIT, EXCEPT:
(A)
PERMITTED INVESTMENTS;
(B)
(I) INVESTMENTS BY THE BORROWER IN THE CAPITAL STOCK OF ITS DOMESTIC
SUBSIDIARIES AND (II) INVESTMENTS BY THE BORROWER IN THE CAPITAL STOCK OF ITS
FOREIGN SUBSIDIARIES WHICH SHALL NOT AT ANY TIME EXCEED $1,000,000 IN THE
AGGREGATE;
56
(C)
INDEBTEDNESS PERMITTED PURSUANT TO SECTION 6.01(C) AND SECTION 6.01(D);
(D)
GUARANTEES CONSTITUTING INDEBTEDNESS PERMITTED BY SECTION 6.01;
(E)
THE SUBSIDIARY GUARANTEE;
(F)
INVESTMENTS (INCLUDING DEBT OBLIGATIONS) RECEIVED IN CONNECTION WITH THE
BANKRUPTCY OR REORGANIZATION OF SUPPLIERS AND CUSTOMERS AND IN GOOD FAITH
SETTLEMENT OF DELINQUENT OBLIGATIONS OF, AND OTHER DISPUTES WITH, CUSTOMERS AND
SUPPLIERS ARISING IN THE ORDINARY COURSE OF BUSINESS;
(G)
LOANS AND ADVANCEMENTS TO OFFICERS AND EMPLOYEES OF THE BORROWER AND ITS
SUBSIDIARIES FOR MOVING, RELOCATION AND TRAVEL EXPENSES AND OTHER SIMILAR
EXPENDITURES, IN EACH CASE IN THE ORDINARY COURSE OF BUSINESS, IN AN AGGREGATE
AMOUNT NOT TO EXCEED $500,000 AT ANY TIME (DETERMINED WITHOUT REGARD TO ANY
WRITE-DOWNS OR WRITE-OFFS OF SUCH LOANS AND ADVANCES);
(H)
INVESTMENTS EVIDENCED BY SWAP AGREEMENTS ENTERED INTO PURSUANT TO
SECTION 6.05;
(I)
INVESTMENTS CONSISTING OF CREDIT SALE CONTRACTS GENERATED BY RETAIL
CUSTOMERS OF THE BORROWER OR ANY OF ITS SUBSIDIARIES IN THE ORDINARY COURSE OF
BUSINESS IN CONNECTION WITH THE CREDIT CARD PROGRAM AGREEMENT; AND
(J)
SO LONG AS NO DEFAULT EXISTS OR WOULD OCCUR AFTER GIVING EFFECT THERETO,
OTHER INVESTMENTS NOT OTHERWISE