THEREOF;
(D) SALES, TRANSFERS AND DISPOSITIONS OF (I) INVESTMENTS PERMITTED BY
CLAUSES (A), (H), (I), (J) AND (P) OF SECTION 6.04 AND (II) OTHER INVESTMENTS TO
THE EXTENT REQUIRED BY OR MADE PURSUANT TO CUSTOMARY BUY/SELL ARRANGEMENTS MADE
IN THE ORDINARY COURSE OF BUSINESS BETWEEN THE PARTIES TO AGREEMENTS RELATED
THERETO;
(E) SALE AND LEASE-BACK TRANSACTIONS PERMITTED BY SECTION 6.06;
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(F) DISPOSITIONS RESULTING FROM ANY CASUALTY OR OTHER INSURED DAMAGE TO, OR ANY
TAKING UNDER POWER OF EMINENT DOMAIN OR BY CONDEMNATION OR SIMILAR PROCEEDING
OF, ANY PROPERTY OR ASSET OF THE BORROWER OR ANY SUBSIDIARY;
(G) SALES, TRANSFERS AND OTHER DISPOSITIONS OF ACCOUNTS, RECEIVABLES, AND
RESIDUAL INTERESTS IN CONNECTION WITH THE HSBC ARRANGEMENTS OR ANY PERMITTED
REPLACEMENT CREDIT CARD PROGRAM;
(H) SALES, TRANSFERS AND OTHER DISPOSITIONS OF ASSETS (OTHER THAN EQUITY
INTERESTS IN A SUBSIDIARY UNLESS ALL EQUITY INTERESTS IN SUCH SUBSIDIARY OWNED
BY A LOAN PARTY ARE SOLD) THAT ARE NOT PERMITTED BY ANY OTHER PARAGRAPH OF THIS
SECTION, PROVIDED THAT THE AGGREGATE FAIR MARKET VALUE OF ALL ASSETS SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF IN RELIANCE UPON THIS PARAGRAPH (H) (OTHER
THAN IN RESPECT OF THE SALE, TRANSFER OR OTHER DISPOSITION OF THE BORROWER'S
INTEREST IN ANY UNRESTRICTED SUBSIDIARY THAT WAS AN UNRESTRICTED SUBSIDIARY AS
OF THE CLOSING DATE), SHALL NOT EXCEED $50,000,000 DURING ANY FISCAL YEAR OF THE
BORROWER OR $250,000,000 IN THE AGGREGATE AFTER THE CLOSING DATE;
(I) SALES, TRANSFER AND DISPOSITIONS OF PROPERTY TO THE EXTENT THAT (I) SUCH
PROPERTY IS EXCHANGED FOR CREDIT AGAINST THE PURCHASE PRICE OF SIMILAR
REPLACEMENT PROPERTY OR (II) THE PROCEEDS OF SUCH DISPOSITION ARE PROMPTLY
APPLIED TO THE PURCHASE PRICE OF SUCH REPLACEMENT PROPERTY;
(J) SALES, TRANSFERS AND DISPOSITIONS PERMITTED BY SECTIONS 6.03 AND 6.08 AND
LIENS PERMITTED BY SECTION 6.02;
(K) LEASES, SUBLEASES, SPACE LEASES, LICENSES OR SUBLICENSES, IN EACH CASE IN
THE ORDINARY COURSE OF BUSINESS AND WHICH DO NOT MATERIALLY INTERFERE WITH THE
BUSINESS OF HOLDINGS, THE BORROWER AND ITS SUBSIDIARIES;
(L) SALES, TRANSFERS AND DISPOSITIONS LISTED ON SCHEDULE 6.05;
provided that all sales, transfers, leases and other dispositions permitted
hereby (other than those permitted by paragraphs (a)(ii), (b), (c), (f), (g),
(i), (j) and (k) above) shall be made for fair value and for at least 75% cash
consideration.
To the extent any Collateral is disposed of as expressly
permitted by this Section 6.05 to any Person other than Holdings, the Borrower
or any Subsidiary, such Collateral shall be sold free and clear of the Liens
created by the Loan Documents, and the Agent shall be authorized to take any
actions deemed appropriate in order to effect the foregoing.
SECTION 6.06. SALE AND LEASE-BACK TRANSACTIONS.
NO LOAN PARTY WILL, NOR WILL IT
PERMIT ANY SUBSIDIARY TO, ENTER INTO ANY ARRANGEMENT, DIRECTLY OR INDIRECTLY,
WHEREBY IT SHALL SELL OR TRANSFER ANY PROPERTY, REAL OR PERSONAL, USED OR USEFUL
IN ITS BUSINESS, WHETHER NOW OWNED OR HEREAFTER ACQUIRED, AND THEREAFTER RENT OR
LEASE SUCH PROPERTY OR OTHER PROPERTY THAT IT INTENDS TO USE FOR