of its
Subsidiaries to, directly or indirectly, sell, lease, transfer, convey, assign
or otherwise dispose of (whether in a single transaction or a series of
transactions) any Property or any interest therein, or agree to do any of the
foregoing, except that:
(A)
BORROWER AND ITS SUBSIDIARIES MAY SELL
LEASE, TRANSFER, CONVEY, ASSIGN OR OTHERWISE DISPOSE OF (WHETHER IN A SINGLE
TRANSACTION OR A SERIES OF TRANSACTIONS) OBSOLETE, WORN OUT, REPLACED, DAMAGED
OR EXCESS PROPERTY THAT IS NO LONGER NEEDED IN THE ORDINARY COURSE OF BUSINESS
AND HAS A BOOK VALUE NOT EXCEEDING $200,000 IN THE AGGREGATE IN ANY FISCAL YEAR;
(B)
BORROWER AND ITS SUBSIDIARIES MAY SELL OR
OTHERWISE DISPOSE OF INVENTORY AND USE CASH IN THE ORDINARY COURSE OF BUSINESS
AND LIQUIDATE OR SELL CASH EQUIVALENTS IN THE ORDINARY COURSE OF BUSINESS;
(C)
BORROWER AND ITS SUBSIDIARIES MAY SELL,
LEASE, TRANSFER, CONVEY, ASSIGN OR OTHERWISE DISPOSE OF OTHER PROPERTIES NOT
SPECIFICALLY PERMITTED OTHERWISE IN THIS SECTION 7.7 (OTHER THAN CAPITAL STOCK
OF A CREDIT PARTY TO THE EXTENT OWNED BY ANOTHER CREDIT PARTY) TO THE EXTENT
(A) BORROWER OR SUCH SUBSIDIARY COMPLIES WITH THE MANDATORY PREPAYMENT
PROVISIONS OF SECTION 2.5(C) IN CONNECTION THEREWITH (TO THE EXTENT THE PROCEEDS
THEREOF ARE NOT REINVESTED IN ACCORDANCE WITH THE TERMS OF SUCH
SECTION 2.5(C)(I)), (B) SUCH SALE IS FOR FAIR MARKET VALUE AND THE AGGREGATE
FAIR MARKET VALUE OF ALL ASSETS SO SOLD DOES NOT EXCEED $250,000 IN ANY FISCAL
YEAR, (C) NO DEFAULT OR EVENT OF DEFAULT EXISTS OR OTHERWISE WOULD RESULT
THEREFROM, (D) AFTER GIVING EFFECT
30
TO SUCH TRANSACTION, THE CREDIT PARTIES ARE IN COMPLIANCE ON A PRO FORMA BASIS
WITH THE FINANCIAL COVENANTS REFERENCED IN SECTION 7.1(A) (RECOMPUTED FOR THE
MOST RECENT PERIOD FOR WHICH FINANCIAL STATEMENTS HAVE BEEN DELIVERED IN
ACCORDANCE WITH THE TERMS HEREOF AFTER GIVING EFFECT THERETO AS OF THE FIRST DAY
OF SUCH PERIOD), AND (E) THE SOLE CONSIDERATION THEREFOR RECEIVED BY BORROWER OR
SUCH SUBSIDIARY IS CASH;
(D)
TRANSACTIONS OTHERWISE PERMITTED UNDER
SECTIONS 7.2, 7.3, 7.4, 7.5, 7.6 AND 7.8 TO THE EXTENT PERMITTED THEREUNDER;
(E)
ANY CREDIT PARTY MAY SELL, TRANSFER,
CONVEY, ASSIGN OR OTHERWISE DISPOSE OF PROPERTY TO ANY OTHER CREDIT PARTY;
(F)
BORROWER AND ITS SUBSIDIARIES MAY LICENSE
AND SUBLICENSE THEIR INTELLECTUAL PROPERTY IN THE ORDINARY COURSE OF BUSINESS ON
A NON-EXCLUSIVE BASIS SO LONG AS SUCH LICENSE DOES NOT RESTRICT THE ABILITY OF
AGENT AND LENDERS TO EXERCISE THEIR RIGHTS AND REMEDIES UNDER THE LOAN DOCUMENTS
AND THE REVOLVING LOAN DOCUMENTS WITH RESPECT TO SUCH INTELLECTUAL PROPERTY
SUBJECT TO SUCH LICENSE.
SUCH LICENSE MAY INCLUDE A RESTRICTION ON THE
ASSIGNABILITY OF THE LICENSE AND ITS CONTINUATION AFTER A CHANGE IN CONTROL;
(G)
THE REVOLVING BORROWER AND ITS SUBSIDIARIES
MAY DISPOSE OF PROPERTY TO THE EXTENT PERMITTED BY THE REVOLVING LOAN DOCUMENTS.
7.8
CONTINGENT OBLIGATIONS
No Credit Party shall, and no Credit Party shall permit or cause any of its
Subsidiaries to, enter into, create, assume, suffer to exist or incur any
Contingent Obligations or assume, guarantee, indemnify,