Property.
Dispose of any of its
Property (including receivables and leasehold interests), whether now owned or
hereafter acquired, or, in the case of any Subsidiary of Holdings, issue or sell
any shares of such Subsidiary's Capital Stock to any Person, except:
85
(A)
THE DISPOSITION OF (I) OBSOLETE OR WORN OUT PROPERTY IN THE
ORDINARY COURSE OF BUSINESS OR (II) PROPERTY THAT IS NO LONGER USEFUL IN THE
CONDUCT OF THE BORROWER'S BUSINESS IN THE ORDINARY COURSE OF SUCH BUSINESS,
PROVIDED THAT, IN THE CASE OF CLAUSE (II), AN AMOUNT EQUAL TO THE NET CASH
PROCEEDS THEREOF IS APPLIED AS AND TO THE EXTENT REQUIRED BY SECTION 2.12(B);
(B)
THE SALE OF INVENTORY IN THE ORDINARY COURSE OF BUSINESS;
(C)
DISPOSITIONS PERMITTED BY SECTION 7.4(A) OR (C) OR CLAUSES (I) AND
(II) OF SECTION 7.4(B);
(D)
THE SALE OR ISSUANCE OF (I) ANY SUBSIDIARY'S CAPITAL STOCK TO (X)
THE BORROWER OR ANY SUBSIDIARY GUARANTOR OR (Y) ANY OTHER SUBSIDIARY (PROVIDED
THAT NEITHER SUBSIDIARY IS A SUBSIDIARY GUARANTOR) OR (II) CAPITAL STOCK (OTHER
THAN DISQUALIFIED STOCK) OF THE BORROWER TO HOLDINGS, IN EACH CASE IN A
TRANSACTION EXPRESSLY PERMITTED BY SECTION 7.8;
(E)
THE DISPOSITION BY THE BORROWER AND ITS SUBSIDIARIES OF OTHER
ASSETS HAVING A FAIR MARKET VALUE NOT TO EXCEED $35,000,000 IN THE AGGREGATE FOR
ANY FISCAL YEAR OF THE BORROWER PROVIDED THAT AT LEAST 75% OF THE CONSIDERATION
RECEIVED IN RESPECT THEREOF SHALL BE IN THE FORM OF CASH AND CASH EQUIVALENTS;
(F)
(I) THE DISPOSITION OF ANY INVESTMENT MADE PURSUANT TO
SECTION 7.8(B), (H), OR (N) OR (II) THE DISPOSITION OF ANY INVESTMENT PERMITTED
PURSUANT TO SECTION 7.8(I); PROVIDED THAT IN THE CASE OF CLAUSE (II), UNLESS
SUCH INVESTMENT PERMITTED UNDER SECTION 7.8(I) WAS ACQUIRED IN A DISPOSITION
UNDER A CLAUSE SPECIFIED IN THE PARENTHETICAL OF THE DEFINITION OF "ASSET SALE",
AN AMOUNT EQUAL TO THE NET CASH PROCEEDS OF SUCH DISPOSITION IS APPLIED AS AND
TO THE EXTENT REQUIRED BY SECTION 2.12(B);
(G)
DISPOSITIONS RESULTING FROM A RECOVERY EVENT, PROVIDED, THAT THE
REQUIREMENTS OF SECTION 2.12(B) ARE COMPLIED WITH IN CONNECTION THEREWITH;
(H)
(I) THE DISCOUNT, WRITE-OFF OR SALE OF OVERDUE ACCOUNTS
RECEIVABLES AND (II) THE FACTORING AT MATURITY OR COLLECTION OF ANY ACCOUNT
RECEIVABLES, IN EACH CASE IN THE ORDINARY COURSE OF BUSINESS;
(I)
THE LEASE OR LICENSE (OR SUBLEASE OR SUBLICENSE) OF REAL OR
PERSONAL PROPERTY (INCLUDING INTELLECTUAL PROPERTY) IN THE ORDINARY COURSE OF
BUSINESS;
(J)
THE SALE OR EXCHANGE OF SPECIFIC ITEMS OF PROPERTY, SO LONG AS
THE PURPOSE OF EACH SUCH SALE OR EXCHANGE IS TO ACQUIRE (AND RESULTS WITHIN 365
DAYS OF SUCH SALE OR EXCHANGE IN THE ACQUISITION OF) REPLACEMENT ITEMS OF
PROPERTY WHICH ARE, IN THE REASONABLE BUSINESS JUDGMENT OF THE BORROWER, THE
FUNCTIONAL EQUIVALENT OF THE ITEMS OF PROPERTY SO SOLD OR EXCHANGED;
(K)
THE CANCELLATION OF ANY INDEBTEDNESS CONSTITUTING AN INVESTMENT
PERMITTED PURSUANT TO SECTION 7.8 (OTHER THAN ANY INDEBTEDNESS OF ANY FOREIGN
SUBSIDIARY TO THE BORROWER OR ANY SUBSIDIARY GUARANTOR (OTHER THAN ANY SUCH
INDEBTEDNESS