OBSOLETE, SURPLUS OR WORN OUT
PROPERTY, WHETHER NOW OWNED OR HEREAFTER ACQUIRED, IN THE ORDINARY COURSE OF
BUSINESS;
(B)
DISPOSITIONS OF INVENTORY IN THE ORDINARY COURSE
OF BUSINESS;
(C)
DISPOSITIONS OF EQUIPMENT OR REAL PROPERTY SO
LONG AS (I) THE PURCHASE PRICE FOR SUCH ASSET SHALL BE PAID SOLELY IN CASH;
(II) THE AGGREGATE PURCHASE PRICE PAID TO LOAN PARTIES FOR SUCH ASSET AND ALL
OTHER SUCH ASSETS SOLD BY LOAN PARTIES DURING ANY PERIOD OF FOUR CONSECUTIVE
FISCAL QUARTERS PURSUANT TO THIS CLAUSE (C) SHALL NOT EXCEED $5,000,000;
(III) IF THE PORTION OF THE
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AGGREGATE ANNUAL CONSOLIDATED EBITDA DERIVED FROM ALL ASSETS SOLD PURSUANT TO
THIS CLAUSE (C) DURING ANY PERIOD OF FOUR FISCAL QUARTERS AND BASED ON THE FOUR
FISCAL QUARTERS (AS TO ANY ASSETS OF THE BORROWER OR ANY RESTRICTED SUBSIDIARY
OTHER THAN SCISSORTAIL AND ITS RESTRICTED SUBSIDIARIES) OR ANNUALIZED PORTION
THEREOF (AS TO ANY ASSETS OF SCISSORTAIL AND ITS RESTRICTED SUBSIDIARIES AS
PROVIDED IN SECTION 7.21(E)) PRIOR TO THE SALE OF SUCH ASSET WOULD EXCEED
$2,000,000, THE CONSENT (NOT TO BE UNREASONABLY WITHHELD) OF THE REQUIRED
LENDERS IS OBTAINED IN CONNECTION WITH ANY SUCH SALE; (IV) NO DEFAULT OR EVENT
OF DEFAULT SHALL EXIST PRIOR TO OR AFTER GIVING EFFECT TO SUCH SALE; AND (V) THE
NET CASH PROCEEDS OF SUCH SALE SHALL HAVE BEEN APPLIED AS FOLLOWS (A) WITHIN
ONE-HUNDRED EIGHTY (180) DAYS AFTER THE DATE OF SUCH RECEIPT OF NET CASH
PROCEEDS TO THE PURCHASE OF CAPITAL ASSETS USED IN ITS BUSINESS OR (B) TO THE
EXTENT NET CASH PROCEEDS HAVE NOT BEEN APPLIED PURSUANT TO THE IMMEDIATELY
PRECEDING CLAUSE (A), SUCH AMOUNT (THE "EXCESS SALE PROCEEDS") SHALL HAVE BEEN
APPLIED TO PREPAY THE LOANS AS PROVIDED IN SECTION 2.05;
(D)
DISPOSITIONS OF PROPERTY BY ANY LOAN PARTY TO
ANOTHER LOAN PARTY;
(E)
DISPOSITIONS PERMITTED BY SECTION 7.04;
(F)
DISPOSITIONS OF EQUITY INTERESTS IN UNRESTRICTED
SUBSIDIARIES; AND
(G)
DISPOSITIONS BY THE BORROWER AND ITS RESTRICTED
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 AND (II) THE AGGREGATE BOOK VALUE OF ALL PROPERTY DISPOSED OF
IN RELIANCE ON THIS CLAUSE (G) IN ANY FISCAL YEAR SHALL NOT EXCEED $1,000,000;
provided, however, that any Disposition pursuant to clauses (a) through (g)
shall be for fair market value.
7.06
Restricted Payments.
Declare or make, directly or
indirectly, any Restricted Payment, or incur any obligation (contingent or
otherwise) to do so, except that, so long as no Default shall have occurred and
be continuing at the time of any action described below or would result
therefrom(except as otherwise provided in subsection (d) below):
(A)
EACH RESTRICTED SUBSIDIARY MAY MAKE RESTRICTED
PAYMENTS TO THE BORROWER OR ANY GUARANTOR RATABLY ACCORDING TO THEIR RESPECTIVE
HOLDINGS OF THE TYPE OF EQUITY INTEREST IN RESPECT OF WHICH SUCH RESTRICTED
PAYMENT IS BEING MADE;
(B)
THE BORROWER AND EACH RESTRICTED SUBSIDIARY MAY
DECLARE AND MAKE DIVIDEND PAYMENTS OR OTHER DISTRIBUTIONS PAYABLE SOLELY