ANY VIOLATION OF
SECTION 7.17 CALCULATED FOR SUCH PURPOSE AS OF THE DATE ON WHICH SUCH
DISPOSITION IS TO BE CONSUMMATED ON A PRO FORMA BASIS AFTER GIVING EFFECT TO ANY
SUCH SALE, WITH CONSOLIDATED EBITDA CALCULATED AS AT THE LAST DAY OF THE MOST
RECENTLY ENDED FISCAL QUARTER AS IF SUCH SALE HAD OCCURRED ON THE FIRST DAY OF
THE RELEVANT FOUR QUARTER PERIOD AND GIVING PRO FORMA EFFECT TO THE APPLICATION
OF FUNDS TO THE REPAYMENT OF INDEBTEDNESS;
(II)
SUCH SALE OR TRANSFER IS FOR CONSIDERATION CONSISTING OF NOT LESS
THAN 75% CASH;
(III)
IN THE EVENT THAT THE AGGREGATE NET CASH PROCEEDS OF ALL SUCH
DISPOSITIONS FROM THE DATE HEREOF THROUGH THE DATE ANY NET CASH PROCEEDS ARE
RECEIVED (LESS THE AMOUNT THEREOF PREVIOUSLY APPLIED IN ACCORDANCE WITH CLAUSE
(X) OF THIS CLAUSE (III)) EXCEEDS 5% OF THE US BORROWER'S CONSOLIDATED ASSETS
MEASURED AS OF THE CLOSE OF THE THEN MOST RECENT FISCAL QUARTER END (SUCH EXCESS
AMOUNT BEING HEREIN CALLED "EXCESS SALE PROCEEDS"), LOAN PARTIES SHALL, WITHIN
180 DAYS OF THE DATE ON WHICH SUCH NET CASH PROCEEDS EXCEEDED ANY SUCH
LIMITATION, CAUSE AN AMOUNT EQUAL TO SUCH EXCESS SALE PROCEEDS TO BE APPLIED (X)
TO THE ACQUISITION OF CAPITAL ASSETS USED IN A BUSINESS PERMITTED BY SECTION
7.07 OR (Y) TO THE EXTENT NOT APPLIED PURSUANT TO THE IMMEDIATELY PRECEDING
CLAUSE (X), TO PREPAY THE LOANS AS PROVIDED IN SECTION 2.05;
95
(IV)
UPON RECEIPT OF EXCESS SALE PROCEEDS BY A LOAN PARTY AND UNTIL THE
APPLICATION THEREOF AS PROVIDED IN CLAUSE (III)(X) OR (Y), SUCH LOAN PARTY SHALL
EITHER, OR IN COMBINATION EQUAL TO THE TOTAL OF SUCH EXCESS SALE PROCEEDS, BOTH
(A) MAINTAIN SUCH EXCESS SALE PROCEEDS IN CASH OR CASH EQUIVALENTS OR (B) APPLY
SUCH EXCESS SALE PROCEEDS TO PREPAY THE LOANS AS PROVIDED IN SECTION 2.05 BUT
WITHOUT REDUCTION OF THE AGGREGATE COMMITMENT; AND
(V)
SATISFACTION OF THE REQUIREMENTS OF THIS SECTION 7.05(F), OTHER
THAN IN RESPECT OF CLAUSE (III), HAVE BEEN SET FORTH IN REASONABLE DETAIL IN AN
OFFICER'S CERTIFICATE SATISFACTORY TO THE ADMINISTRATIVE AGENT, DELIVERED TO THE
ADMINISTRATIVE AGENT AS PROMPTLY AS POSSIBLE AND IN NO EVENT LESS THAN FIVE
BUSINESS DAYS PRIOR TO THE CONSUMMATION OF SUCH SALE;
(G)
LEASES OF TANK AND OTHER EQUIPMENT OR PROPERTY IN THE ORDINARY
COURSE OF BUSINESS;
(H)
DISPOSITIONS TO IMPERIAL OIL PURSUANT TO THE EXERCISE OF ANY
OPTION OR OTHER RIGHT OF IMPERIAL OIL, A PARTNERSHIP OF MCCOLL-FRONTENAC
PETROLEUM INC. AND IMPERIAL OIL LIMITED, CONTEMPLATED BY THE MAPL PURCHASE
AGREEMENT AND RELATED AGREEMENTS TO REACQUIRE PART OF THE ASSETS SOLD BY
IMPERIAL OIL CONSISTING OF APPROXIMATELY EIGHT ACRES OF FEE SIMPLE REAL PROPERTY
IN THE EVENT SUCH REAL PROPERTY IS NO LONGER USED IN CONNECTION WITH THE
OPERATION OF A PIPELINE;
(I)
THE MAKING OF AN INVESTMENT PERMITTED BY SECTION 7.02 TO THE
EXTENT SUCH MAKING OF AN INVESTMENT IS CONSTRUED TO BE A DISPOSITION OF THE CASH
OR PROPERTY SO INVESTED; AND
(J)
DISPOSITIONS BY THE US BORROWER AND