(H)
DISPOSITION OF ASSETS.
SELL OR OTHERWISE DISPOSE OF, OR PERMIT
ANY OF ITS SUBSIDIARIES TO SELL 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 OR OTHER DISPOSITIONS 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 OR TO CUSTOMERS ON A NON-EXCLUSIVE BASIS FOR THE PURPOSE OF
ENSURING SUPPLY OF PRODUCT; (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
73
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); (XV) DISPOSITIONS OF
PROPERTY MADE OR DEEMED MADE SOLELY BECAUSE LIENS PERMITTED UNDER
SECTION 5.02(A) ON SUCH PROPERTY ARE GRANTED; (XVI) SALES OR DISPOSITIONS
PURSUANT TO THE PVC ADDITIVES SALE, SO LONG AS THE SAME IS APPROVED BY THE
BANKRUPTCY COURT; (XVII) SALES OR DISPOSITIONS PURSUANT TO THE ALBEMARLE
SETTLEMENT AND CROSS LICENSE, SO LONG AS THE SAME IS