BORROWER OR ANY OF SUBSIDIARY OF ANY BORROWER) SO LONG AS SUCH SALES OR
OTHER DISPOSITIONS DO NOT INVOLVE EQUIPMENT HAVING AN AGGREGATE FAIR MARKET
VALUE IN EXCESS OF $500,000 FOR ALL SUCH EQUIPMENT DISPOSED OF IN ANY FISCAL
YEAR OF BORROWER OR AS AGENT MAY OTHERWISE AGREE,
(IV)
THE ISSUANCE AND SALE BY ANY BORROWER OR ANY OF SUBSIDIARY
OF BORROWER OF CAPITAL STOCK (AS PAYMENT OF CONSIDERATION FOR A PERMITTED
ACQUISITION OR OTHERWISE) OF SUCH BORROWER OR ANY OF SUBSIDIARY OF SUCH BORROWER
AFTER THE DATE HEREOF; PROVIDED, THAT, AS TO ANY SUCH ISSUANCE AND SALE TO
PERSONS OTHER THAN THE PERMITTED HOLDERS AS OF THE DATE HEREOF, EACH OF THE
FOLLOWING CONDITIONS IS SATISFIED: (A) AGENT SHALL HAVE RECEIVED NOT LESS THAN
TEN (10) BUSINESS DAYS' PRIOR WRITTEN NOTICE OF SUCH ISSUANCE AND SALE BY SUCH
BORROWER OR SUCH SUBSIDIARY OF SUCH BORROWER, AS THE CASE MAY BE, WHICH NOTICE
SHALL SPECIFY THE PARTIES TO WHOM SUCH SHARES ARE TO BE SOLD, THE TERMS OF SUCH
SALE, THE NUMBER OF SHARES TO BE ISSUED AND SOLD, THE TOTAL AMOUNT WHICH IT IS
ANTICIPATED WILL BE REALIZED FROM THE ISSUANCE AND SALE OF SUCH STOCK, THE NET
CASH PROCEEDS WHICH IT IS ANTICIPATED WILL BE RECEIVED BY SUCH BORROWER OR ANY
OF SUBSIDIARY OF BORROWER, AS THE CASE MAY BE FROM SUCH SALE, TOGETHER WITH SUCH
OTHER INFORMATION WITH RESPECT THERETO AS AGENT MAY IN GOOD FAITH REQUEST,
(B) SUCH BORROWER OR ANY OF SUBSIDIARY OF BORROWER SHALL NOT BE REQUIRED TO PAY
ANY CASH DIVIDENDS OR REPURCHASE OR REDEEM SUCH CAPITAL STOCK OR MAKE ANY OTHER
PAYMENTS IN RESPECT THEREOF, EXCEPT AS OTHERWISE PERMITTED IN SECTION 9.11
HEREOF, (C) THE TERMS OF SUCH CAPITAL STOCK, AND THE TERMS AND CONDITIONS OF THE
PURCHASE AND SALE THEREOF, SHALL NOT INCLUDE ANY TERMS THAT INCLUDE ANY
LIMITATION ON THE RIGHT OF ANY BORROWER TO REQUEST OR RECEIVE LOANS OR LETTER OF
CREDIT ACCOMMODATIONS OR THE RIGHT OF ANY BORROWER TO AMEND OR MODIFY ANY OF THE
TERMS AND CONDITIONS OF THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS
OR ARE MORE RESTRICTIVE OR BURDENSOME TO ANY BORROWER THAN THE TERMS OF ANY
CAPITAL STOCK IN EFFECT ON THE DATE HEREOF, (D) EXCEPT AS AGENT MAY OTHERWISE
AGREE IN WRITING, AND OTHER THAN FOR THE ISSUANCE OF CAPITAL STOCK AS PAYMENT OF
CONSIDERATION FOR A PERMITTED ACQUISITION, ALL OF THE PROCEEDS OF THE SALE AND
ISSUANCE OF SUCH CAPITAL STOCK SHALL BE REMITTED TO AGENT FOR APPLICATION TO THE
PRINCIPAL AMOUNT OF THE OBLIGATIONS AND SUCH OTHER OBLIGATIONS THEN DUE AND
PAYABLE, IN SUCH ORDER AND MANNER AS AGENT MAY DETERMINE (WITHOUT
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ANY PERMANENT REDUCTION IN THE COMMITMENTS, BUT WITHOUT LIMITATION OF ANY RIGHTS
OF AGENT OR LENDERS AT ANY TIME THAT A DEFAULT OR EVENT OF DEFAULT SHALL EXIST
OR HAVE OCCURRED AND BE CONTINUING) AND (E) AS OF THE DATE OF SUCH ISSUANCE AND
SALE AND AFTER GIVING EFFECT THERETO, NO DEFAULT OR EVENT OF