OF THE ASSETS OF SUCH
SUBSIDIARY IN LIQUIDATION (OR IN THE CASE SUCH SUBSIDIARY IS NOT A WHOLLY OWNED
SUBSIDIARY, SUCH OBLIGOR RECEIVES ITS PRO RATA SHARE OF SUCH ASSETS IN
LIQUIDATION); AND
(D)
ANY OBLIGOR OR ANY OF ITS RESPECTIVE SUBSIDIARIES MAY CHANGE ITS
JURISDICTION OF ORGANIZATION SUBJECT TO COMPLIANCE WITH SECTION 6.11.
Section 6.04
Asset Sales
No Borrower will, nor will permit any of its
respective Subsidiaries to, make or permit any Disposition (whether in one or a
related series of transactions) of any property or assets (other than cash and
cash equivalents) or enter into any agreement to do so, except:
(A)
DISPOSITIONS OF INVENTORY IN THE ORDINARY COURSE OF BUSINESS;
(B)
DISPOSITIONS OF ASSETS, PROPERTIES OR BUSINESSES TO ANY BORROWER
OR ANY OF ITS RESPECTIVE WHOLLY OWNED SUBSIDIARIES;
(C)
DISPOSITIONS OF EQUIPMENT AND OTHER PROPERTY WHICH IS OBSOLETE,
WORN OUT OR NO LONGER USED IN OR USEFUL TO SUCH PERSON'S BUSINESS, ALL IN THE
ORDINARY COURSE OF BUSINESS;
78
(D)
DISPOSITIONS OCCURRING AS THE RESULT OF A CASUALTY EVENT,
CONDEMNATION OR EXPROPRIATION;
(E)
ANY DISPOSITION (EXCLUDING ANY DISPOSITION CONSISTING OF ANY
EQUITY INTEREST IN ANY OF THE SUBSIDIARIES OF THE US BORROWER) IF (I) THE
CONSIDERATION THEREFOR IS NOT LESS THAN THE FAIR MARKET VALUE OF THE RELATED
ASSET (AS DETERMINED IN GOOD FAITH BY THE FINANCIAL OFFICER OF THE US BORROWER)
AND (II) AFTER GIVING EFFECT THERETO, THE AGGREGATE FAIR MARKET VALUE OF THE
ASSETS AS REASONABLY DETERMINED BY THE BORROWER DISPOSED OF IN ALL DISPOSITIONS
WOULD NOT EXCEED $5,000,000 DURING ANY FISCAL YEAR AND $10,000,000 IN THE
AGGREGATE DURING THE TERM HEREOF; PROVIDED THAT THE CONSIDERATION FOR ANY
DISPOSITION SHALL CONSIST OF AT LEAST 75% CASH OR CASH EQUIVALENTS PAYABLE AT
CLOSING OR NOTES, TO THE EXTENT PERMITTED UNDER SECTION 6.05;
(F)
DISPOSITIONS BY ANY DOMESTIC SUBSIDIARY OF ITS ASSETS TO ANOTHER
DOMESTIC SUBSIDIARY THAT IS A WHOLLY OWNED SUBSIDIARY, AND DISPOSITIONS BY ANY
SUBSIDIARY OF THE EURO BORROWER OF ITS ASSETS TO ANY OTHER SUBSIDIARY OF THE
EURO BORROWER THAT IS A WHOLLY OWNED SUBSIDIARY;
(G)
DISPOSITIONS OF DELINQUENT ACCOUNTS RECEIVABLE IN THE ORDINARY
COURSE OF BUSINESS FOR PURPOSES OF COLLECTION ONLY (AND NOT FOR THE PURPOSE OF
ANY BULK SALE OR SECURITIZATION TRANSACTION);
(H)
THE SURRENDER OF CONTRACTUAL RIGHTS OR THE SETTLEMENT, RELEASE OR
SURRENDER OF ANY CONTRACT, TORT OR OTHER LITIGATION CLAIMS IN THE ORDINARY
COURSE OF BUSINESS;
(I)
THE ABANDONMENT OR DISPOSITION OF INTELLECTUAL PROPERTY OR OTHER
PROPRIETARY RIGHTS THAT ARE, IN THE REASONABLE BUSINESS JUDGMENT OF THE US
BORROWER, NO LONGER PRACTICABLE TO MAINTAIN OR USEFUL IN THE CONDUCT OF THE
BUSINESS OF ANY BORROWER OR ANY OF ITS RESPECTIVE SUBSIDIARIES;
(J)
DISPOSITIONS PERMITTED BY SECTION 6.03;
(K)
DISPOSITIONS OF INDEBTEDNESS FROM THE US BORROWER TO A SUBSIDIARY
THEREOF OR FROM A SUBSIDIARY OF THE US BORROWER TO THE US BORROWER OR ANOTHER
SUBSIDIARY THEREOF IN EXCHANGE FOR, UPON CONVERSION FOR, OR CONTRIBUTION IN
RESPECT OF, EQUITY INTERESTS IN SUCH SUBSIDIARY OF THE US BORROWER IN CONNECTION
WITH