OR OTHERWISE DISPOSE OF,
ANY ASSETS (INCLUDING, WITHOUT LIMITATION, THE EQUITY INTERESTS IN ANY
SUBSIDIARY) EXCEPT (I) SALES OR OTHER DISPOSITIONS OF INVENTORY IN THE ORDINARY
COURSE OF ITS BUSINESS; (II) IN A TRANSACTION AUTHORIZED BY SECTION 5.02(L);
(III) IN TRANSACTIONS BETWEEN OR AMONG THE LOAN PARTIES OR BETWEEN OR AMONG THE
NON-LOAN PARTIES; (IV) DISPOSITIONS OF OBSOLETE OR WORN-OUT TOOLS, EQUIPMENT OR
OTHER PROPERTY NO LONGER USED OR USEFUL IN BUSINESS AND SALES OF INTELLECTUAL
PROPERTY DETERMINED TO BE UNECONOMICAL, NEGLIGIBLE OR OBSOLETE; (V) LICENSES AND
SUB-LICENSES OF INTELLECTUAL PROPERTY INCURRED IN THE ORDINARY COURSE OF
BUSINESS; (VI) DISPOSITIONS MADE IN THE ORDINARY COURSE OF BUSINESS IN
CONNECTION WITH ANY INVESTMENT PERMITTED UNDER SECTION 5.02(G)(II), (V) OR
(VI) ABOVE; (VII) LEASES OF REAL PROPERTY; (VIII) EQUITY ISSUANCES BY ANY
SUBSIDIARY TO THE BORROWER OR ANY OTHER SUBSIDIARY TO THE EXTENT SUCH EQUITY
ISSUANCE CONSTITUTES AN INVESTMENT PERMITTED UNDER SECTION 5.02(G)(IV) ABOVE;
(IX) TRANSFERS OF RECEIVABLES AND RECEIVABLES RELATED ASSETS OR ANY INTEREST
THEREIN BY ANY FOREIGN SUBSIDIARY IN CONNECTION WITH ANY FACTORING OR SIMILAR
ARRANGEMENT, SUBJECT TO COMPLIANCE WITH SECTIONS 5.02(A)(VI) AND
5.02(B)(VI) ABOVE; (X) OTHER SALES, LEASES, TRANSFERS OR DISPOSITIONS OF ASSETS
FOR FAIR VALUE IN AN AGGREGATE AMOUNT NOT TO EXCEED $10,000,000 IN THE PERIOD
COMMENCING THE EFFECTIVE DATE AND ENDING ON THE MATURITY DATE SO LONG AS (A) IN
THE CASE OF ANY SALE OR OTHER DISPOSITION, NOT LESS THAN 75% OF THE
CONSIDERATION IS CASH AND (B) NO DEFAULT OR EVENT OF DEFAULT EXISTS IMMEDIATELY
BEFORE OR AFTER GIVING EFFECT TO ANY SUCH SALE, LEASE, TRANSFER OR OTHER
DISPOSITION; (XI) TRANSFERS OF PROPERTY THAT IS THE SUBJECT OF A CASUALTY EVENT;
(XII) SALES OR DISPOSITIONS BY THE FOREIGN SUBSIDIARIES OF ASSETS OR OTHER
PROPERTY THAT DO NOT EXCEED $10,000,000 IN THE AGGREGATE; (XIII) SALES OR
DISPOSITIONS OF PROPERTY IN THE ORDINARY COURSE OF BUSINESS TO THE EXTENT THAT
(A) SUCH PROPERTY IS EXCHANGED FOR CREDIT AGAINST THE PURCHASE PRICE OF SIMILAR
REPLACEMENT PROPERTY IN SUBSTANTIALLY THE SAME LOCATION OR (B) THE PROCEEDS OF
SUCH SALE OR DISPOSITION ARE PROMPTLY APPLIED TO THE PURCHASE PRICE OF SUCH
REPLACEMENT PROPERTY; PROVIDED THAT, IN EACH CASE, THE PROCEEDS OF SUCH SALE OR
DISPOSITION ARE RETAINED AND APPLIED BY THE ENTITY MAKING THE SALE OR
DISPOSITION TO PURCHASE SUCH REPLACEMENT PROPERTY; (XIV) DISPOSITIONS OF CASH
AND ISSUANCE OF EQUITY INTERESTS SOLELY TO CONSUMMATE INVESTMENTS PERMITTED
UNDER SECTION 5.02(G)(IV), (IX), (XI), (XII) OR (XIII); AND (XV) DISPOSITIONS OF
PROPERTY MADE OR DEEMED MADE SOLELY BECAUSE LIENS PERMITTED UNDER
SECTION 5.02(A) ON SUCH PROPERTY ARE GRANTED.
(I)
NATURE OF BUSINESS.
ENGAGE, OR PERMIT
ANY OF ITS SUBSIDIARIES TO ENGAGE IN ANY MATERIAL LINE OF BUSINESS SUBSTANTIALLY
DIFFERENT FROM ITS BUSINESS AS CONDUCTED AT OR PRIOR TO THE PETITION DATE OR
RELATED BUSINESSES (EXCEPT AS REQUIRED BY THE BANKRUPTCY CODE), IT BEING
UNDERSTOOD THAT TRANSACTIONS PERMITTED BY SECTIONS BY 5.02(A), 5.02(B), 5.02(C),
5.02(D), 5.02(E), 5.02(F) AND 5.02(G) AND DISCONTINUING OPERATIONS EXPRESSLY
IDENTIFIED AS OPERATIONS TO BE DISCONTINUED IN THE FORECAST DELIVERED PURSUANT