dissolve if the
Borrower determines in good faith that such liquidation or dissolution is in the
best interests of the Borrower and is not materially disadvantageous to the
Lenders; provided that any such merger involving a Person that is not a
Wholly-Owned Subsidiary immediately prior to such merger shall not be permitted
unless also permitted by Section 6.04.
(B)
THE BORROWER WILL NOT, NOR WILL IT PERMIT ANY SUBSIDIARY TO, MAKE
ANY ASSET DISPOSITION EXCEPT FOR:
(I)
ASSET DISPOSITIONS AMONG THE BORROWERS AND ONE OR MORE SUBSIDIARY
GUARANTORS OR AMONG ANY SUBSIDIARY GUARANTORS;
(II)
ASSET DISPOSITIONS BY FOREIGN SUBSIDIARIES (OTHER THAN ANY
SUBSIDIARY BORROWER) TO EITHER THE BORROWER OR ANY SUBSIDIARY;
(III)
ASSET DISPOSITIONS EXPRESSLY PERMITTED BY SECTIONS 6.04, 6.06 OR
6.07;
(IV)
THE DISTRIBUTION OF PROMOTIONAL ITEMS IN THE ORDINARY COURSE OF
BUSINESS;
58
(V)
(A) THE SALE OR DISCOUNT WITHOUT RECOURSE AND IN THE ORDINARY
COURSE OF BUSINESS OF ACCOUNTS RECEIVABLE IN CONNECTION WITH A PERMITTED
SECURITIZATION OR (B) THE FACTORING OF ACCOUNTS RECEIVABLE BY FOREIGN
SUBSIDIARIES WITHOUT RECOURSE AND IN THE ORDINARY COURSE OF BUSINESS CONSISTENT
WITH PAST PRACTICE;
(VI)
THE GRANTING OF LICENSES, SUBLICENSES, LEASES OR SUBLEASES TO
OTHER PERSONS NOT MATERIALLY INTERFERING WITH THE CONDUCT OF THE BUSINESS OF THE
BORROWER OR ANY OF ITS SUBSIDIARIES, IN THE ORDINARY COURSE OF BUSINESS AND NOT
IN CONNECTION WITH ANY FINANCING; AND
(VII)
OTHER ASSET DISPOSITIONS OF PROPERTY THAT, TOGETHER WITH ALL OTHER
PROPERTY OF THE BORROWER AND ITS SUBSIDIARIES PREVIOUSLY LEASED, SOLD OR
DISPOSED OF IN ASSET DISPOSITIONS MADE PURSUANT TO THIS SECTION 6.03(B)(VII)
DURING THE TWELVE-MONTH PERIOD ENDING WITH THE MONTH IN WHICH ANY SUCH LEASE,
SALE OR OTHER DISPOSITION OCCURS, DO NOT CONSTITUTE A SUBSTANTIAL PORTION OF THE
PROPERTY OF THE BORROWER AND ITS SUBSIDIARIES.
(C)
THE BORROWER WILL NOT, AND WILL NOT PERMIT ANY OF ITS SUBSIDIARIES
TO, ENGAGE TO ANY MATERIAL EXTENT IN ANY BUSINESS OTHER THAN BUSINESSES OF THE
TYPE CONDUCTED BY THE BORROWER AND ITS SUBSIDIARIES ON THE DATE OF EXECUTION OF
THIS AGREEMENT AND BUSINESSES REASONABLY RELATED THERETO.
SECTION 6.04.
Investments, Loans, Advances, Guarantees and Acquisitions.
The
Borrower will not, and will not permit any of its Subsidiaries to, purchase,
hold or acquire (including pursuant to any merger with any Person that was not a
wholly owned Subsidiary prior to such merger) any capital stock, evidences of
indebtedness or other securities (including any option, warrant or other right
to acquire any of the foregoing) of, make or permit to exist any loans or
advances to, Guarantee any obligations of, or make or permit to exist any
investment or any other interest in, any other Person, or purchase or otherwise
acquire (in one transaction or a series of transactions) any assets of any other
Person constituting a business unit, except:
(A)
CASH AND CASH EQUIVALENTS;
(B)
INVESTMENTS BY THE BORROWER EXISTING ON THE ORIGINAL CLOSING DATE
IN THE EQUITY INTERESTS OF ITS SUBSIDIARIES OR LISTED ON SCHEDULE 3.10;
(C)
LOANS OR ADVANCES MADE BY THE BORROWER TO ANY SUBSIDIARY