SUBLICENSES BY THE BORROWER AND
ITS SUBSIDIARIES OF INTELLECTUAL PROPERTY IN THE ORDINARY COURSE OF BUSINESS,
PROVIDED, THAT SUCH LICENSES OR SUBLICENSES SHALL NOT INTERFERE WITH THE
BUSINESS OF THE BORROWER OR ANY SUBSIDIARY EXCEPT, IN THE CASE OF ANY SUCH
LICENSE OR SUBLICENSE BY A FOREIGN SUBSIDIARY, AS IS NOT REASONABLY LIKELY TO
HAVE MATERIAL ADVERSE EFFECT;
(F)
SALES (BUT NOT PURSUANT TO SALE-LEASEBACK
TRANSACTIONS) OF ASSETS BY THE BORROWER AND ITS SUBSIDIARIES TO PERSONS OTHER
THAN HOLDINGS OR A SUBSIDIARY THEREOF SO LONG AS (A) THE ASSETS SOLD COMPRISE
ALL OR A PORTION OF THE INDUSTRIAL CHAIN BUSINESS (OR EQUITY INTERESTS IN
PERSONS WHOSE ONLY ASSETS AT THE TIME OF SUCH SALE COMPRISE ALL OR A PORTION OF
THE INDUSTRIAL CHAIN BUSINESS) AND/OR (B) TO THE EXTENT ANY ASSETS SOLD DO NOT
QUALIFY PURSUANT TO THE PRECEDING CLAUSE (A), THE AGGREGATE NET CASH PROCEEDS
RECEIVED FROM ALL SALES PERMITTED BY THIS SUB-CLAUSE (B) DO NOT EXCEED
$30,000,000 IN THE AGGREGATE, PROVIDED THAT (1) TO THE EXTENT THE NET CASH
PROCEEDS RECEIVED IN CONNECTION WITH ANY SALE PURSUANT TO THIS
SECTION 8.02(F) EXCEED $1,000,000, SUCH SALE SHALL RESULT IN THE BORROWER OR THE
RESPECTIVE SUBSIDIARY RECEIVING CONSIDERATION IN AN AMOUNT AT LEAST EQUAL TO THE
FAIR MARKET VALUE OF THE ASSETS SOLD, WHICH CONSIDERATION SHALL CONSIST OF AT
LEAST 75% CASH AND/OR CASH EQUIVALENTS (WITH THE ASSUMPTION OF INDEBTEDNESS AND
THE SALE FOR CASH WITHIN 30 DAYS OF RECEIPT OF SECURITIES RECEIVED CALCULATED AS
CASH), (2) THE NET CASH PROCEEDS OF EACH SALE PURSUANT TO THIS
SECTION 8.02(F) ARE APPLIED TO REPAY THE LOANS TO THE EXTENT REQUIRED BY
SECTION 4.02(A)(C) AND (3) IN THE CASE OF A SALE OR DISPOSITION OF THE EQUITY
INTERESTS OF ANY SUBSIDIARY OF THE BORROWER (OR A PERSON WHICH WAS A SUBSIDIARY
OF THE BORROWER PRIOR TO SUCH SALE OR DISPOSITION) WHICH REPRESENT LESS THAN
100% OF THE EQUITY INTERESTS IN SUCH SUBSIDIARY OWNED BY HOLDINGS AND ITS
SUBSIDIARIES (UNLESS THE SALE OR DISPOSITION REPRESENTS A SUBSEQUENT SALE OF
EQUITY INTERESTS IN A SUBSIDIARY WHICH PREVIOUSLY HAD EQUITY INTERESTS SOLD
AFTER THE RESTATEMENT EFFECTIVE DATE PURSUANT TO THIS SECTION 8.02(F)), THEN THE
AMOUNT BY WHICH THE FAIR MARKET VALUE (AS DETERMINED IN GOOD FAITH BY THE
BORROWER) OF ALL THE EQUITY INTERESTS IN SUCH SUBSIDIARY OWNED BY THE BORROWER
AND ITS SUBSIDIARIES IMMEDIATELY BEFORE SUCH SALE OR DISPOSITION EXCEEDS THE NET
CASH PROCEEDS RECEIVED BY THE BORROWER AND ITS SUBSIDIARIES FROM SUCH
DISPOSITION, SHALL BE DEEMED TO CONSTITUTE AN INVESTMENT WHICH SHALL ONLY BE
PERMITTED IF SAME DOES NOT EXCEED THE PERMITTED JV INVESTMENT AMOUNT AT THE TIME
OF SUCH SALE OR DISPOSITION; AND, PROVIDED FURTHER, THAT THE SALE OR DISPOSITION
OF EQUITY INTERESTS OF THE BORROWER SHALL BE PROHIBITED, EXCEPT THAT 100% OF THE
EQUITY INTERESTS OF THE BORROWER MAY BE TRANSFERRED TO INTERMEDIATE HOLDCO
CONTEMPORANEOUSLY WITH OR AFTER THE ESTABLISHMENT OF SAME IN ACCORDANCE WITH THE
DEFINITION THEREOF;
(G)
THE ACQUISITION;
(H)
LEASES AND SUBLEASES PERMITTED UNDER
SECTION 8.03(G) AND OTHER