ANY OF THE FOREGOING AT ANY FUTURE TIME) ALL OR ANY PART OF ITS PROPERTY OR
ASSETS, OR PURCHASE OR OTHERWISE ACQUIRE (IN ONE OR A SERIES OF RELATED
TRANSACTIONS) ANY PART OF THE PROPERTY OR ASSETS OF ANY PERSON (OR AGREE TO DO
ANY OF THE FOREGOING AT ANY FUTURE TIME), EXCEPT THAT:
(A)
CAPITAL EXPENDITURES BY BORROWERS AND THE
SUBSIDIARIES SHALL BE PERMITTED TO THE EXTENT PERMITTED BY SECTION 6.08(E);
(B)
(I) PURCHASES OR OTHER ACQUISITIONS OF
INVENTORY, MATERIALS, EQUIPMENT AND INTANGIBLE ASSETS IN THE ORDINARY COURSE OF
BUSINESS SHALL BE PERMITTED, (II) SUBJECT TO SECTION 2.10(B), SALES OF USED,
WORN OUT, OBSOLETE OR SURPLUS PROPERTY BY ANY COMPANY IN THE ORDINARY COURSE OF
BUSINESS AND THE ABANDONMENT OR OTHER ASSET SALE OF INTELLECTUAL PROPERTY THAT
IS, IN THE REASONABLE JUDGMENT OF BORROWERS, NO LONGER ECONOMICALLY PRACTICABLE
TO MAINTAIN OR USEFUL IN THE CONDUCT OF THE BUSINESS OF THE COMPANIES AS
CURRENTLY BEING CONDUCTED SHALL BE PERMITTED AND (III) SUBJECT TO
SECTION 2.10(B), THE SALE, LEASE OR OTHER DISPOSAL OF ANY ASSETS SHALL BE
PERMITTED; PROVIDED THAT THE AGGREGATE CONSIDERATION RECEIVED IN RESPECT OF ALL
ASSET SALES PURSUANT TO THIS CLAUSE (B)(III) SHALL NOT EXCEED $1.0 MILLION IN
ANY FOUR CONSECUTIVE FISCAL QUARTERS OF BORROWERS;
(C)
INVESTMENTS IN CONNECTION WITH ANY SUCH
TRANSACTION MAY BE MADE TO THE EXTENT PERMITTED BY SECTION 6.04;
(D)
BORROWERS AND THE SUBSIDIARIES MAY SELL CASH
EQUIVALENTS AND USE CASH FOR PURPOSES THAT ARE OTHERWISE PERMITTED BY THE TERMS
OF THIS AGREEMENT IN THE ORDINARY COURSE OF BUSINESS;
(E)
BORROWERS AND THE SUBSIDIARIES MAY LEASE
(AS LESSEE OR LESSOR) REAL OR PERSONAL PROPERTY AND MAY GUARANTY SUCH LEASE, IN
EACH CASE, IN THE ORDINARY COURSE OF BUSINESS AND IN ACCORDANCE WITH THE
APPLICABLE SECURITY DOCUMENTS;
(F)
THE TRANSACTIONS SHALL BE PERMITTED AS
CONTEMPLATED BY THE TRANSACTION DOCUMENTS;
(G)
BORROWERS AND THE SUBSIDIARIES MAY
CONSUMMATE PERMITTED ACQUISITIONS;
(H)
(I) ANY LOAN PARTY MAY TRANSFER OR LEASE
PROPERTY TO, OR ACQUIRE OR LEASE PROPERTY FROM, ANY LOAN PARTY; PROVIDED, THAT
ANY SUCH LEASE OF ANY OF THE MORTGAGED REAL PROPERTY SHALL BE MADE EXPRESSLY
SUBORDINATED TO THE APPLICABLE MORTGAGE, AND (II) ANY LOAN PARTY (OTHER THAN
HOLDINGS) MAY BE MERGED INTO ANY OTHER LOAN PARTY (OTHER THAN HOLDINGS);
PROVIDED, THAT, IN ANY MERGER INVOLVING A BORROWER, A BORROWER SHALL BE THE
SURVIVING CORPORATION; PROVIDED THAT THE LIENS ON THE COLLATERAL GRANTED IN
FAVOR OF THE ADMINISTRATIVE AGENT UNDER THE SECURITY DOCUMENTS SHALL BE
MAINTAINED;
(I)
ANY SUBSIDIARY OF A BORROWER MAY
DISSOLVE, LIQUIDATE OR WIND UP ITS AFFAIRS AT ANY TIME; PROVIDED THAT SUCH
DISSOLUTION, LIQUIDATION OR WINDING UP, AS APPLICABLE, COULD NOT REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT; AND
76
(J)
DISCOUNTS OR FORGIVENESS OF ACCOUNTS
RECEIVABLE IN THE ORDINARY COURSE OF BUSINESS OR IN CONNECTION WITH COLLECTION
OR COMPROMISE THEREOF SHALL BE PERMITTED PROVIDED THE ACCOUNT DEBTOR IS NOT AN
AFFILIATE; AND
(K)
PERMITTED LIENS (TO THE EXTENT CONSTITUTING
A CONVEYANCE OF PROPERTY) SHALL BE PERMITTED.
To the extent