OR OTHERWISE DISPOSE OF, ANY ASSETS (INCLUDING,
WITHOUT LIMITATION, THE EQUITY INTERESTS IN ANY SUBSIDIARY) EXCEPT (I) SALES OR
OTHER DISPOSITIONS OF INVENTORY IN THE ORDINARY COURSE OF ITS BUSINESS; (II) IN
A TRANSACTION AUTHORIZED BY SECTION 5.02(L); (III) IN TRANSACTIONS BETWEEN OR
AMONG THE LOAN PARTIES OR BETWEEN OR AMONG THE NON-LOAN PARTIES;
(IV) DISPOSITIONS OF OBSOLETE OR WORN-OUT TOOLS, EQUIPMENT OR OTHER PROPERTY NO
LONGER USED OR USEFUL IN BUSINESS AND SALES OF INTELLECTUAL PROPERTY DETERMINED
TO BE UNECONOMICAL, NEGLIGIBLE OR OBSOLETE; (V) LICENSES AND SUB-LICENSES OF
INTELLECTUAL PROPERTY INCURRED IN THE ORDINARY COURSE OF BUSINESS;
(VI) DISPOSITIONS MADE IN THE ORDINARY COURSE OF BUSINESS IN CONNECTION WITH ANY
INVESTMENT PERMITTED UNDER SECTION 5.02(G)(II), (V) OR (VI) ABOVE; (VII) LEASES
OF REAL PROPERTY; (VIII) EQUITY ISSUANCES BY ANY SUBSIDIARY TO THE BORROWER OR
ANY OTHER SUBSIDIARY TO THE EXTENT SUCH EQUITY ISSUANCE CONSTITUTES AN
INVESTMENT PERMITTED UNDER SECTION 5.02(G)(IV) ABOVE; (IX) TRANSFERS OF
RECEIVABLES AND RECEIVABLES RELATED ASSETS OR ANY INTEREST THEREIN BY ANY
FOREIGN SUBSIDIARY IN CONNECTION WITH ANY FACTORING OR SIMILAR ARRANGEMENT,
SUBJECT TO COMPLIANCE WITH SECTIONS 5.02(A)(VI) AND 5.02(B)(VI) ABOVE; (X) OTHER
SALES, LEASES, TRANSFERS OR DISPOSITIONS OF ASSETS FOR FAIR VALUE IN AN
AGGREGATE AMOUNT NOT TO EXCEED $10,000,000 IN THE PERIOD COMMENCING THE
EFFECTIVE DATE AND ENDING ON THE MATURITY DATE SO LONG AS (A) IN THE CASE OF ANY
SALE OR OTHER DISPOSITION, NOT LESS THAN 75% OF THE CONSIDERATION IS CASH AND
(B) NO DEFAULT OR EVENT OF DEFAULT EXISTS IMMEDIATELY BEFORE OR AFTER GIVING
EFFECT TO ANY SUCH SALE, LEASE, TRANSFER OR OTHER DISPOSITION; (XI) TRANSFERS OF
PROPERTY THAT IS THE SUBJECT OF A CASUALTY EVENT; (XII) SALES OR DISPOSITIONS BY
THE FOREIGN SUBSIDIARIES OF ASSETS OR OTHER PROPERTY THAT DO NOT EXCEED
$10,000,000 IN THE AGGREGATE; (XIII) SALES OR DISPOSITIONS OF PROPERTY IN THE
ORDINARY COURSE OF BUSINESS TO THE EXTENT THAT (A) SUCH PROPERTY IS EXCHANGED
FOR CREDIT AGAINST THE PURCHASE PRICE OF SIMILAR REPLACEMENT PROPERTY IN
SUBSTANTIALLY THE SAME LOCATION OR (B) THE PROCEEDS OF SUCH SALE OR DISPOSITION
ARE PROMPTLY APPLIED TO THE PURCHASE PRICE OF SUCH REPLACEMENT PROPERTY;
PROVIDED THAT, IN EACH CASE, THE PROCEEDS OF SUCH SALE OR DISPOSITION ARE
RETAINED AND APPLIED BY THE ENTITY MAKING THE SALE OR DISPOSITION TO PURCHASE
SUCH REPLACEMENT PROPERTY; (XIV) DISPOSITIONS OF CASH AND ISSUANCE OF EQUITY
INTERESTS SOLELY TO CONSUMMATE INVESTMENTS PERMITTED UNDER SECTION 5.02(G)(IV),
(IX), (XI), (XII) OR (XIII); AND (XV) DISPOSITIONS OF PROPERTY MADE OR DEEMED
MADE SOLELY BECAUSE LIENS PERMITTED UNDER SECTION 5.02(A) ON SUCH PROPERTY ARE
GRANTED.
(I)
NATURE OF BUSINESS.
ENGAGE, OR PERMIT ANY OF ITS SUBSIDIARIES TO
ENGAGE IN ANY MATERIAL LINE OF BUSINESS SUBSTANTIALLY DIFFERENT FROM ITS
BUSINESS AS CONDUCTED AT OR PRIOR TO THE PETITION DATE OR RELATED BUSINESSES
(EXCEPT AS REQUIRED BY THE BANKRUPTCY CODE), IT BEING UNDERSTOOD THAT
TRANSACTIONS PERMITTED BY SECTIONS BY 5.02(A), 5.02(B), 5.02(C), 5.02(D),
5.02(E), 5.02(F) AND 5.02(G) AND DISCONTINUING OPERATIONS EXPRESSLY IDENTIFIED
AS OPERATIONS TO BE DISCONTINUED IN THE FORECAST DELIVERED PURSUANT