AGGREGATE NET BOOK VALUE OF ALL
OF THE PROPERTY AND ASSETS OF THE BORROWER AND ITS SUBSIDIARIES SO DISPOSED OF
PURSUANT TO THIS CLAUSE (G) FROM AND AFTER THE AMENDMENT AND RESTATEMENT CLOSING
DATE (X) IN ANY SINGLE TRANSACTION OR SERIES OF RELATED TRANSACTIONS DOES NOT
EXCEED $10,000,000 AND (Y) IN THE AGGREGATE FOR ALL TRANSACTIONS PURSUANT TO
THIS CLAUSE (G) DOES NOT EXCEED $50,000,000 AND (B) THE GROSS PROCEEDS FROM ANY
SUCH DISPOSITION SHALL BE AT LEAST EQUAL TO THE FAIR MARKET VALUE OF THE
PROPERTY AND ASSETS SO DISPOSED OF, DETERMINED AT THE TIME OF SUCH DISPOSITION;
(H)
ANY SUBSIDIARY MAY DISPOSE OF ALL OR
SUBSTANTIALLY ALL OF ITS ASSETS (UPON VOLUNTARY LIQUIDATION OR OTHERWISE) TO THE
BORROWER OR TO ANOTHER SUBSIDIARY; PROVIDED, THAT IF THE TRANSFEROR IN SUCH A
TRANSACTION IS A LOAN PARTY, THEN (I) THE TRANSFEREE MUST EITHER BE A LOAN PARTY
OR (II) TO THE EXTENT CONSTITUTING AN INVESTMENT, SUCH INVESTMENT MUST BE A
PERMITTED INVESTMENT IN OR INDEBTEDNESS OF A SUBSIDIARY WHICH IS NOT A LOAN
PARTY IN ACCORDANCE WITH SECTIONS 7.02 AND 7.05, RESPECTIVELY;
(I)
DISPOSITIONS OF PROPERTY 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
PROMPTLY APPLIED TO THE PURCHASE PRICE OF SUCH REPLACEMENT PROPERTY;
(J)
DISPOSITIONS OF ACCOUNTS RECEIVABLE
SOLELY IN CONNECTION WITH THE COLLECTION OR COMPROMISE THEREOF;
(K)
TRANSFERS OF PROPERTY SUBJECT TO CASUALTY
OR CONDEMNATION EVENTS UPON RECEIPT OF THE NET CASH PROCEEDS OF SUCH EVENT;
(L)
DISPOSITIONS BY THE BORROWER AND ITS
SUBSIDIARIES OF PROPERTY PURSUANT TO SALE-LEASEBACK TRANSACTIONS ARE PERMITTED;
PROVIDED, THAT (I) THE FAIR MARKET VALUE OF ALL
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PROPERTY SO DISPOSED OF SHALL NOT EXCEED $15,000,000 FROM AND AFTER THE
AMENDMENT AND RESTATEMENT CLOSING DATE AND (II) THE PURCHASE PRICE FOR SUCH
PROPERTY SHALL BE PAID TO THE BORROWER OR SUCH SUBSIDIARY FOR NOT LESS THAN 75%
CASH CONSIDERATION; PROVIDED FURTHER THAT THIS SECTION 7.04 SHALL NOT PROHIBIT
ANY SALE-LEASEBACK TRANSACTION RESULTING FROM THE INCURRENCE OF ANY LEASE IN
RESPECT OF ANY CAPITAL ASSET ENTERED INTO WITHIN 180 DAYS OF THE ACQUISITION OF
SUCH CAPITAL ASSET FOR THE PURPOSE OF PROVIDING PERMANENT FINANCING OF SUCH
CAPITAL ASSET;
(M)
THE SALE, TRANSFER OR DISPOSITION OF CASH
EQUIVALENTS;
(N)
CONSIGNMENTS OR SIMILAR ARRANGEMENTS FOR THE
SALE OF ASSETS TO THIRD PARTIES IN THE ORDINARY COURSE OF BUSINESS CONSISTENT
WITH PAST PRACTICE;
(O)
SALES OR OTHER DISPOSITIONS OF ANY MINORITY
INTEREST IN A JOINT VENTURE OR OTHER PERSON;
(P)
DISPOSITIONS DESCRIBED ON SCHEDULE 7.04
HERETO;
(Q)
DISPOSITIONS IN CONNECTION WITH THE
RATIONALIZATION OR INTEGRATION OF NU-GRO AND ITS SUBSIDIARIES AND UPG AND ITS
SUBSIDIARIES, IN EACH CASE, WITH THE BORROWER AND ITS SUBSIDIARIES AFTER GIVING
EFFECT TO THE NU-GRO ACQUISITION AND THE UPG ACQUISITION, IN AN AGGREGATE AMOUNT
NOT TO EXCEED $15,000,000 AND OCCURRING WITHIN THREE YEARS AFTER THE INITIAL
CLOSING DATE;
(R)
INTERCOMPANY SALES OF PROPERTY IN THE
ORDINARY COURSE OF BUSINESS, PROVIDED THAT IN THE