INTO ANY AGREEMENT TO
MAKE ANY DISPOSITION, EXCEPT:
(A)
DISPOSITIONS OF OBSOLETE OR WORN OUT PROPERTY OR PROPERTY NO
LONGER USED IN THE BUSINESS OF THE BORROWER OR ITS SUBSIDIARIES, WHETHER NOW OR
HEREAFTER OWNED OR LEASED, IN THE ORDINARY COURSE OF BUSINESS OF SUCH LOAN
PARTY;
(B)
DISPOSITIONS OF INVENTORY IN THE ORDINARY COURSE OF BUSINESS;
(C)
DISPOSITIONS OF EQUIPMENT 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 REASONABLY PROMPTLY APPLIED TO THE
PURCHASE PRICE OF SUCH REPLACEMENT PROPERTY;
(D)
DISPOSITIONS OF PROPERTY BY ANY SUBSIDIARY TO THE BORROWER OR TO
SUBSIDIARY GUARANTOR OR BY THE BORROWER TO A SUBSIDIARY GUARANTOR;
(E)
DISPOSITIONS PERMITTED BY SECTION 7.04;
(F)
CANCELLATIONS OF ANY INTERCOMPANY INDEBTEDNESS AMONG THE LOAN
PARTIES;
(G)
THE LICENSING OF INTELLECTUAL PROPERTY TO THIRD PERSONS ON
CUSTOMARY TERMS IN THE ORDINARY COURSE OF BUSINESS;
(H)
THE SALE, LEASE, SUB-LEASE, LICENSE, SUB-LICENSE OR CONSIGNMENT OF
PERSONAL PROPERTY OF THE BORROWER OR ITS SUBSIDIARIES IN THE ORDINARY COURSE OF
BUSINESS AND LEASES OR SUBLEASES OF REAL PROPERTY PERMITTED BY CLAUSE (A) FOR
WHICH RENTALS ARE PAID ON A PERIODIC BASIS OVER THE TERM THEREOF;
(I)
THE SETTLEMENT OR WRITE-OFF OF ACCOUNTS RECEIVABLE OR SALE,
DISCOUNT OR COMPROMISE OF OVERDUE ACCOUNTS RECEIVABLE FOR COLLECTION IN THE
ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICE;
(J)
THE SALE, EXCHANGE OR OTHER DISPOSITION OF CASH AND CASH
EQUIVALENTS IN THE ORDINARY COURSE OF BUSINESS;
87
(K)
TO THE EXTENT REQUIRED BY APPLICABLE LAW, THE SALE OR OTHER
DISPOSITION OF A NOMINAL AMOUNT OF EQUITY INTERESTS IN THE BORROWER OR ANY
SUBSIDIARY ON TERMS ACCEPTABLE TO THE ADMINISTRATIVE AGENT IN ORDER TO QUALIFY
MEMBERS OF THE BOARD OF DIRECTORS OR EQUIVALENT GOVERNING BODY OF THE BORROWER
OR SUCH SUBSIDIARY;
(L)
DISPOSITIONS BY THE BORROWER AND ITS SUBSIDIARIES NOT OTHERWISE
PERMITTED UNDER THIS SECTION 7.05; PROVIDED THAT (I) AT THE TIME OF SUCH
DISPOSITION, NO DEFAULT SHALL EXIST OR WOULD RESULT FROM SUCH DISPOSITION, (II)
THE AGGREGATE BOOK VALUE OF ALL PROPERTY DISPOSED OF IN RELIANCE ON THIS CLAUSE
(L) SHALL NOT EXCEED $4,000,000 IN ANY FISCAL YEAR OR $10,000,000 IN THE
AGGREGATE DURING THE TERM OF THIS AGREEMENT AND (III) AT LEAST 75% OF THE
PURCHASE PRICE FOR SUCH ASSET SHALL BE PAID TO THE BORROWER OR SUCH SUBSIDIARY
IN CASH
(M)
DISPOSITIONS CONSTITUTING A TRANSFER OF PROPERTY SUBJECT TO A
CASUALTY (I) UPON RECEIPT OF NET PROCEEDS OF SUCH CASUALTY OR (II) TO A
GOVERNMENTAL AUTHORITY AS A RESULT OF CONDEMNATION;
(N)
SALES OF NON-CORE ASSETS ACQUIRED IN CONNECTION WITH A PERMITTED
ACQUISITION WHICH ARE NOT USED OR USEFUL OR ARE DUPLICATIVE IN THE BUSINESS OF
THE BORROWER OR ITS SUBSIDIARIES; AND
(O)
A GRANT OF OPTIONS TO PURCHASE, LEASE OR ACQUIRE REAL OR PERSONAL
PROPERTY IN THE ORDINARY COURSE OF BUSINESS, SO LONG AS THE DISPOSITION
RESULTING FROM THE EXERCISE OF SUCH OPTION WOULD OTHERWISE BE PERMITTED UNDER
THIS SECTION 7.05;
provided,