FROM ENDORSEMENT OF NEGOTIABLE INSTRUMENTS FOR
COLLECTION IN THE ORDINARY COURSE OF BUSINESS;
(C)
THOSE EXISTING ON THE CLOSING DATE AND DESCRIBED IN SCHEDULE 7.2
ANNEXED HERETO;
(D)
THOSE ARISING UNDER INDEMNITY AGREEMENTS TO TITLE INSURERS TO
CAUSE SUCH TITLE INSURERS TO ISSUE TO AGENT MORTGAGEE TITLE INSURANCE POLICIES;
(E)
THOSE ARISING WITH RESPECT TO CUSTOMARY INDEMNIFICATION
OBLIGATIONS INCURRED IN CONNECTION WITH ASSET DISPOSITIONS OR PERMITTED
ACQUISITIONS;
33
(F)
THOSE INCURRED IN THE ORDINARY COURSE OF BUSINESS WITH RESPECT TO
SURETY AND APPEAL BONDS, PERFORMANCE AND RETURN-OF-MONEY BONDS AND OTHER SIMILAR
OBLIGATIONS NOT EXCEEDING AT ANY TIME OUTSTANDING US$200,000, OR THE EQUIVALENT
AMOUNT THEREOF, IN AGGREGATE LIABILITY FOR ALL LOAN PARTIES;
(G)
THOSE INCURRED WITH RESPECT TO INDEBTEDNESS PERMITTED BY CLAUSES
(A), (C), (E), AND (F) OF SUBSECTION 7.1 PROVIDED THAT ANY GUARANTY OF
INDEBTEDNESS THAT IS SUBORDINATED TO THE OBLIGATIONS SHALL BE SUBORDINATED TO
THE SAME EXTENT THAT SUCH INDEBTEDNESS IS SUBORDINATED TO THE OBLIGATIONS;
(H)
IN THE CASES OF THE LOAN PARTIES, OTHER THAN BORROWER AND ITS
SUBSIDIARIES, THOSE THAT ARE PERMITTED UNDER THE US FACILITY LOAN AGREEMENT; AND
(I)
ANY OTHER CONTINGENT OBLIGATION NOT EXPRESSLY PERMITTED BY
CLAUSES (A) THROUGH (H) ABOVE, SO LONG AS ANY SUCH OTHER CONTINGENT OBLIGATIONS,
IN THE AGGREGATE AT ANY TIME OUTSTANDING FOR ALL LOAN PARTIES, DO NOT EXCEED
US$500,000, OR THE EQUIVALENT AMOUNT THEREOF.
7.3
Transfers, Liens and Related Matters.
(A)
TRANSFERS.
SELL, ASSIGN (BY OPERATION OF LAW OR OTHERWISE) OR
OTHERWISE DISPOSE OF, OR GRANT ANY OPTION WITH RESPECT TO ANY OF THE COLLATERAL
OR THE ASSETS OR PROPERTY OF ANY OTHER LOAN PARTY, EXCEPT THAT BORROWER, US
BORROWER AND ITS OTHER SUBSIDIARIES MAY (I) SELL INVENTORY TO CUSTOMERS IN THE
ORDINARY COURSE OF BUSINESS AND DISPOSE OF OBSOLETE EQUIPMENT NOT USED OR USEFUL
IN THE BUSINESS FOR FAIR VALUE; AND (II) MAKE ASSET DISPOSITIONS IF ALL OF THE
FOLLOWING CONDITIONS ARE MET: (1) THE AGGREGATE MARKET VALUE OF ASSETS SOLD OR
OTHERWISE DISPOSED OF IN ANY FISCAL YEAR DOES NOT EXCEED US$500,000 OR THE
EQUIVALENT AMOUNT THEREOF (FOR ALL SUCH LOAN PARTIES); (2) THE CONSIDERATION
RECEIVED IS AT LEAST EQUAL TO THE FAIR MARKET VALUE OF SUCH ASSETS; (3) AT LEAST
75% OF THE CONSIDERATION RECEIVED IS CASH;
(4) THE NET PROCEEDS OF SUCH ASSET
DISPOSITION ARE APPLIED AS REQUIRED BY SUBSECTION 2.4 OR THE US FACILITY LOAN
AGREEMENT, AS APPLICABLE; (5) AFTER GIVING EFFECT TO THE SALE OR OTHER
DISPOSITION OF THE ASSETS INCLUDED WITHIN THE ASSET DISPOSITION AND THE
REPAYMENT OF THE OBLIGATIONS OR THE OBLIGATIONS UNDER THE US FACILITY LOAN
DOCUMENTS, AS APPLICABLE, WITH THE PROCEEDS THEREOF, EACH LOAN PARTY IS IN
COMPLIANCE ON A PRO FORMA BASIS WITH THE COVENANTS SET FORTH IN THE FINANCIAL
COVENANTS RIDER RECOMPUTED FOR THE MOST RECENTLY ENDED FISCAL QUARTER OR FISCAL
MONTH (AS APPLICABLE) FOR WHICH INFORMATION IS AVAILABLE AND IS IN COMPLIANCE
WITH ALL OTHER TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT; AND (6) NO
DEFAULT OR EVENT OF DEFAULT SHALL THEN EXIST OR RESULT FROM SUCH