PROPERTIES, IN EACH CASE, IN THE ORDINARY COURSE OF BUSINESS AND (A) TO
THE EXTENT EXISTING ON THE PETITION DATE, (B) CONSISTING OF CUSTOMARY PURCHASE
OPTIONS, RIGHTS OF FIRST REFUSAL, RIGHTS OF FIRST OFFER OR SIMILAR RIGHTS GIVEN
IN RESPECT OF ANCHOR OCCUPANT PARCELS OR OUTPARCELS OR (C) IN RESPECT OF ANY
NEGATIVE PLEDGE PROPERTY;
(G)
DISPOSITIONS OF PERSONAL 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 DISPOSITIONS ARE PROMPTLY APPLIED TO THE
PURCHASE PRICE OF SUCH REPLACEMENT PROPERTY;
(H)
THE DISPOSITION OF CASH AND CASH EQUIVALENTS FOR A PURPOSE THAT IS
OTHERWISE PERMITTED UNDER THIS AGREEMENT;
(I)
TO THE EXTENT CONSTITUTING A DISPOSITION, THE ENTERING INTO AND
PERFORMANCE OF THE LOAN DOCUMENTS;
(J)
DISPOSITIONS OF ACCOUNTS IN CONNECTION WITH THE COLLECTION OR
COMPROMISE THEREOF;
(K)
LEASES PERMITTED UNDER SECTION 9.19 AND LICENSES OR SUBLICENSES OF
PROPERTY IN THE ORDINARY COURSE OF BUSINESS AND WHICH DO NOT MATERIALLY
INTERFERE WITH THE BUSINESS OF ANY DEBTOR;
(L)
TRANSFERS OF PROPERTY SUBJECT TO ANY CASUALTY OR CONDEMNATION
PROCEEDING (INCLUDING IN LIEU THEREOF) UPON RECEIPT OF THE NET PROCEEDS
THEREFOR;
(M)
DISPOSITIONS IN THE ORDINARY COURSE OF BUSINESS CONSISTING OF THE
ABANDONMENT OF INTELLECTUAL PROPERTY RIGHTS WHICH, IN THE REASONABLE GOOD FAITH
DETERMINATION OF THE GENERAL PARTNER, ARE NOT MATERIAL TO THE CONDUCT OF THE
BUSINESS OF ANY DEBTOR;
(N)
THE EXPIRATION OF ANY OPTION AGREEMENT IN RESPECT OF REAL OR PERSONAL
PROPERTY;
(O)
PERMITTED LIENS TO THE EXTENT CONSTITUTING A DISPOSITION OF PROPERTY;
(P)
DISPOSITIONS OF PERSONAL PROPERTY (OTHER THAN CAPITAL STOCK) AMONG THE
DEBTORS AND BY A DEBTOR TO ANY NON-DEBTOR AFFILIATE IN THE ORDINARY COURSE OF
BUSINESS;
59
(Q)
IN ORDER TO RESOLVE DISPUTES THAT OCCUR IN THE ORDINARY COURSE OF
BUSINESS (IN WHICH EVENT THE DEBTORS MAY DISCOUNT OR OTHERWISE COMPROMISE FOR
LESS THAN THE FACE VALUE THEREOF) THE DISPOSITION OF NOTES OR ACCOUNTS
RECEIVABLE;
(R)
A DISPOSITION IN ORDER TO QUALIFY MEMBERS OF THE BOARD OF DIRECTORS
(OR SIMILAR GOVERNING BODY) IF REQUIRED BY APPLICABLE LAW OR CONTRACT;
(S)
RESTRICTED PAYMENTS IN ACCORDANCE WITH SECTION 9.20 AND, TO THE EXTENT
CONSTITUTING A DISPOSITION, PERMITTED LIENS;
(T)
ANY INVOLUNTARY OR VOLUNTARY TERMINATIONS OF HEDGE AGREEMENTS;
(U)
DISPOSITIONS OF INVESTMENTS IN NON-WHOLLY OWNED PERSONS TO THE EXTENT
REQUIRED BY, OR MADE PURSUANT TO, BUY/SALE ARRANGEMENTS AMONG THE OWNERS OF THE
CAPITAL STOCK OF SUCH ENTITY SET FORTH IN BINDING AGREEMENTS PERTAINING TO THE
OWNERSHIP OF SUCH CAPITAL STOCK ENTERED INTO BEFORE THE CLOSING DATE;
(V)
DISPOSITIONS OF PROPERTY SECURED BY PRE-PETITION LIENS TO THE HOLDERS
OF SUCH PRE-PETITION LIENS WHEN THE BORROWERS REASONABLY BELIEVE THAT DOING SO
IS IN THE BEST INTERESTS OF THE DEBTORS AND THAT THE RELEVANT DEBTOR'S EQUITY
INTEREST IN SUCH ASSETS IS NEGATIVE;
(W)
THE DISPOSITION OF THE PROPERTY DESCRIBED ON SCHEDULE 9.8; AND
(X)
THE DISPOSITION OF ASSETS (OTHER THAN PROPERTY) IN AN AMOUNT NOT TO
EXCEED $50,000,000 IN THE AGGREGATE.
Notwithstanding the foregoing, for the