VALUE THEREOF, AS REASONABLY DETERMINED BY A FINANCIAL OFFICER OF
THE BORROWER AND CERTIFIED TO THE ADMINISTRATIVE AGENT, AND THE AMOUNT SO
ALLOCATED TO SUBSIDIARIES THAT ARE NOT LOAN PARTIES BEING TREATED AS INVESTMENTS
THEREIN FOR PURPOSES OF THE LIMITATION IN CLAUSE (A)(IV) ABOVE);
(IX) INVESTMENTS CONSISTING OF NON-CASH CONSIDERATION RECEIVED BY THE BORROWER
OR ANY SUBSIDIARY IN CONNECTION WITH ANY SALE, TRANSFER, LEASE OR OTHER
DISPOSITION OF ASSETS PERMITTED BY SECTION 6.05(A);
(X) DEPOSITS, PREPAYMENTS AND OTHER CREDITS MADE OR EXTENDED TO SUPPLIERS (A) IN
THE ORDINARY COURSE OF BUSINESS AND CONSISTENT WITH PAST PRACTICES OF THE
OPERATING BUSINESSES OR (B) OTHERWISE IN AN AMOUNT NOT TO EXCEED $5,000,000 AT
ANY TIME OUTSTANDING;
(XI) LOANS OR ADVANCES TO EMPLOYEES, OFFICERS OR DIRECTORS OF THE BORROWER OR
ANY SUBSIDIARY MADE IN THE ORDINARY COURSE OF BUSINESS IN AN AGGREGATE PRINCIPAL
AMOUNT NOT TO EXCEED $5,000,000 AT ANY TIME OUTSTANDING;
(XII) SWAP AGREEMENTS PERMITTED BY SECTION 6.07;
(XIII) SPECIFIED INVESTMENTS;
(XIV) MINORITY INVESTMENTS MADE IN COOPERATIVES REQUIRED TO OBTAIN GOODS OR
SERVICES IN THE ORDINARY COURSE OF BUSINESS, NOT TO EXCEED $5,000,000 AT ANY
TIME OUTSTANDING;
(XV) INVESTMENTS NOT OTHERWISE PERMITTED BY THIS SECTION; PROVIDED THAT THE
AGGREGATE AMOUNT OF INVESTMENTS MADE ON OR AFTER THE ORIGINAL EFFECTIVE DATE IN
RELIANCE UPON THIS CLAUSE (XV) (DETERMINED ON THE BASIS OF THE FAIR MARKET VALUE
OF THE ASSETS INVESTED AT THE TIME SO INVESTED, IN THE CASE OF NON-CASH
INVESTMENTS) SHALL NOT EXCEED $10,000,000 AT ANY TIME OUTSTANDING; AND
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(XVI) OTHER INVESTMENTS MADE AFTER THE THIRD RESTATEMENT EFFECTIVE DATE IF SUCH
INVESTMENT IS A PERMITTED RESTRICTED PAYMENT/INVESTMENT.
SECTION 6.05.
ASSET SALES.
(A)
THE BORROWER WILL NOT, AND WILL NOT PERMIT ANY
OF THE SUBSIDIARIES TO, SELL, TRANSFER, LEASE OR OTHERWISE DISPOSE OF ANY ASSET,
INCLUDING ANY EQUITY INTEREST OWNED BY IT, NOR WILL THE BORROWER PERMIT ANY OF
THE SUBSIDIARIES TO ISSUE ANY ADDITIONAL EQUITY INTEREST IN SUCH SUBSIDIARY,
EXCEPT:
(I) SALES OF INVENTORY, USED OR SURPLUS EQUIPMENT AND PERMITTED INVESTMENTS, IN
EACH CASE IN THE ORDINARY COURSE OF BUSINESS;
(II) SALES, TRANSFERS AND DISPOSITIONS TO THE BORROWER OR A SUBSIDIARY; PROVIDED
THAT ANY SUCH SALES, TRANSFERS OR DISPOSITIONS INVOLVING A SUBSIDIARY THAT IS
NOT A LOAN PARTY SHALL BE MADE IN COMPLIANCE WITH SECTION 6.09;
(III) PERMITTED OPERATING ASSET SWAPS;
(IV) SALES OR TRANSFERS OF RECEIVABLES AND INTERESTS THEREIN, TOGETHER WITH
RELATED SECURITY, PURSUANT TO A PERMITTED RECEIVABLES FINANCING;
(V) SALES, TRANSFERS AND OTHER DISPOSITIONS OF ASSETS (OTHER THAN TO HOLDINGS)
THAT ARE NOT PERMITTED BY ANY OTHER CLAUSE OF THIS SECTION 6.05(A); PROVIDED
THAT (A) IN THE CASE OF ANY SUCH SALE, TRANSFER OR DISPOSITION OF EQUITY
INTERESTS OF A SUBSIDIARY, SUCH SALE, TRANSFER OR DISPOSITION SHALL INCLUDE ALL
EQUITY INTERESTS OF AND OTHER INVESTMENTS IN AND LOANS AND ADVANCES TO SUCH
SUBSIDIARY (AND ANY OTHER SUBSIDIARY IN WHICH SUCH SOLD SUBSIDIARY HOLDS AN
EQUITY INTEREST) AND, AFTER GIVING EFFECT THERETO, NONE OF THE BORROWER AND THE
SUBSIDIARIES SHALL OWE ANY INDEBTEDNESS TO THE SUBSIDIARY SO SOLD, TRANSFERRED