INCURRED FOR
THE PAYMENT OF COSTS AND EXPENSES CUSTOMARY FOR A TRANSACTION OF ITS TYPE, THE
INTEREST COVERAGE RATIO AND CONSOLIDATED NET WORTH FOR THE SUCCESSOR BORROWER
AND THE SUBSIDIARIES ON A CONSOLIDATED BASIS WOULD BE NO LESS THAN SUCH RATIO
AND CONSOLIDATED NET WORTH, RESPECTIVELY, FOR THE BORROWER AND THE SUBSIDIARIES
IMMEDIATELY PRIOR TO SUCH TRANSACTION; (IV) EACH GUARANTOR SHALL HAVE BY
SUPPLEMENTS TO THE LOAN DOCUMENTS IN FORM REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT CONFIRMED THAT ITS GUARANTEE OF THE SECURED OBLIGATIONS
SHALL APPLY TO SUCH SUCCESSOR BORROWER'S OBLIGATIONS UNDER THE LOAN DOCUMENTS
AND THE OTHER SECURED OBLIGATIONS; AND (V) THE BORROWER SHALL HAVE DELIVERED TO
THE ADMINISTRATIVE AGENT A CERTIFICATE OF ITS CHIEF FINANCIAL OFFICER AND AN
OPINION OF COUNSEL SATISFACTORY TO THE ADMINISTRATIVE AGENT, EACH STATING THAT
SUCH CONSOLIDATION, MERGER OR TRANSFER AND SUCH SUPPLEMENTS TO THE LOAN
DOCUMENTS COMPLY WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; PROVIDED,
FURTHER THAT THE BORROWER SHALL PROMPTLY NOTIFY THE ADMINISTRATIVE AGENT AND THE
LENDERS OF ANY SUCH TRANSACTION AND SHALL TAKE ALL REQUIRED ACTIONS EITHER PRIOR
TO OR WITHIN 30 DAYS FOLLOWING SUCH TRANSACTION (OR SUCH LONGER PERIOD AS TO
WHICH THE ADMINISTRATIVE AGENT MAY CONSENT) IN ORDER TO PRESERVE AND PROTECT THE
LIENS ON THE COLLATERAL SECURING THE SECURED OBLIGATIONS.
UPON COMPLIANCE WITH
THE FOREGOING REQUIREMENTS, THE SUCCESSOR BORROWER SHALL SUCCEED TO, AND BE
SUBSTITUTED FOR, THE BORROWER UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.
6.12.
SALE OF ASSETS.
THE BORROWER WILL NOT, NOR WILL IT
PERMIT ANY SUBSIDIARY TO, LEASE, SELL OR OTHERWISE DISPOSE OF ITS PROPERTY TO
ANY OTHER PERSON, EXCEPT:
6.12.1
SALES OF INVENTORY IN THE ORDINARY COURSE OF BUSINESS.
6.12.2
A DISPOSITION OR TRANSFER OF ASSETS BY A SUBSIDIARY TO THE BORROWER OR A
GUARANTOR OR BY THE BORROWER TO A GUARANTOR.
6.12.3
A DISPOSITION OF OBSOLETE PROPERTY, PROPERTY NO LONGER USED IN THE
BUSINESS OF THE BORROWER OR ITS SUBSIDIARIES OR OTHER ASSETS IN THE ORDINARY
COURSE OF BUSINESS OF THE BORROWER OR ANY SUBSIDIARY, BUT EXCLUDING IN EACH CASE
PROPERTY (OTHER THAN FIXTURES AND PERSONAL PROPERTY) SUBJECT TO A LIEN UNDER A
MORTGAGE.
52
6.12.4
ANY OF THE TRANSACTIONS DESCRIBED ON SCHEDULE 6.12.4.
6.12.5
LEASES, SALES OR OTHER DISPOSITIONS OF ITS PROPERTY THAT, TOGETHER WITH
ALL OTHER PROPERTY OF THE BORROWER AND ITS SUBSIDIARIES PREVIOUSLY LEASED, SOLD
OR DISPOSED OF (OTHER THAN DISPOSITIONS OTHERWISE PERMITTED BY THIS
SECTION 6.12) AS PERMITTED BY THIS SECTION DURING ANY FISCAL YEAR OF THE
BORROWER DO NOT EXCEED $5,000,000 IN THE AGGREGATE.
6.12.6
SALE AND LEASEBACK TRANSACTIONS PERMITTED BY SECTION 6.28 HEREOF.
6.12.7
ANY TRANSFER OF AN INTEREST IN RECEIVABLES, RECEIVABLES RELATED
SECURITY, ACCOUNTS OR NOTES RECEIVABLE ON A LIMITED RECOURSE BASIS UNDER THE
RECEIVABLES PURCHASE DOCUMENTS, PROVIDED THAT SUCH TRANSFER QUALIFIES AS A LEGAL
SALE AND AS A SALE UNDER AGREEMENT ACCOUNTING PRINCIPLES AND THAT THE AMOUNT OF
RECEIVABLES FACILITY ATTRIBUTED INDEBTEDNESS DOES NOT EXCEED $10,000,000 AT ANY
ONE TIME OUTSTANDING.
6.13.
INVESTMENTS AND ACQUISITIONS.
THE BORROWER WILL
NOT, NOR WILL IT