INTO OR FOR NOTES RECEIVABLE, IN CONNECTION
WITH THE COMPROMISE OR COLLECTION THEREOF, PROVIDED THAT, IN THE CASE OF ANY
FOREIGN SUBSIDIARY OF THE BORROWER, ANY SUCH SALE OR DISCOUNT MAY BE WITH
RECOURSE IF SUCH SALE OR DISCOUNT IS CONSISTENT WITH CUSTOMARY PRACTICE IN SUCH
FOREIGN SUBSIDIARY'S COUNTRY OF BUSINESS AND THE AGGREGATE AMOUNT OF ANY SUCH
RECOURSE SHALL (TO THE EXTENT SUCH RECOURSE IS REQUIRED BY GAAP TO BE INCLUDED
AS INDEBTEDNESS ON THE CONSOLIDATED BALANCE SHEET OF HOLDING AND ITS
73
CONSOLIDATED SUBSIDIARIES) BE INCLUDED IN THE DETERMINATION OF SUCH FOREIGN
SUBSIDIARY'S INDEBTEDNESS FOR PURPOSES OF SUBSECTION 8.2;
(IV)
DISPOSITIONS OF ANY ASSETS OR PROPERTY BY THE BORROWER OR ANY
SUBSIDIARY OF THE BORROWER TO THE BORROWER OR ANY WHOLLY OWNED SUBSIDIARY OF THE
BORROWER, PROVIDED THAT DISPOSITIONS OF ASSETS OR PROPERTY BY ANY LOAN PARTY TO
ANY FOREIGN SUBSIDIARY SHALL BE SUBJECT TO THE LIMITATIONS SET FORTH IN
SUBSECTION 8.9(F)(I);
(V)
THE ABANDONMENT OR OTHER DISPOSITION OF PATENTS, TRADEMARKS OR OTHER
INTELLECTUAL PROPERTY THAT ARE, IN THE REASONABLE JUDGMENT OF THE BORROWER, NO
LONGER ECONOMICALLY PRACTICABLE TO MAINTAIN OR USEFUL IN THE CONDUCT OF THE
BUSINESS OF THE BORROWER AND ITS SUBSIDIARIES TAKEN AS A WHOLE;
(VI)
DISPOSITIONS PERMITTED BY SUBSECTION 8.9(J), PROVIDED THAT AN AMOUNT
EQUAL TO 100% OF THE NET CASH PROCEEDS OF ANY SUCH ASSET SALE IS APPLIED IN
ACCORDANCE WITH SUBSECTION 4.4(C);
(VII)
DISPOSITIONS OF EQUIPMENT, AND (IN THE CASE OF ANY DISPOSITION BY
ANY FOREIGN SUBSIDIARY) OTHER PROPERTY, TO LOCAL AGENTS AND OWNER/OPERATORS,
INCLUDING SALES PURSUANT TO LEASE OR CONDITIONAL SALES AGREEMENTS, PROVIDED THAT
AN AMOUNT EQUAL TO 100% OF THE NET CASH PROCEEDS OF ANY SUCH ASSET SALE IS
APPLIED IN ACCORDANCE WITH SUBSECTION 4.4(C);
(VIII)
THE DISPOSITION OF ANY SUBSIDIARY THAT IS NOT A MATERIAL SUBSIDIARY;
(IX)
LICENSES, SUBLEASES AND OTHER SIMILAR DISPOSITIONS IN CONNECTION
WITH ANY DISPOSITION PERMITTED BY CLAUSES (VII) AND (VIII) OF THIS SUBSECTION
8.6(A); AND
(X)
DISPOSITIONS BY CRS HOLDING, SRHL, ANY OF THEIR RESPECTIVE
SUBSIDIARIES OR ANY OTHER SUBSIDIARY OF THE BORROWER ENGAGED IN THE EMPLOYEE
RELOCATION BUSINESS TO A RELOCATION SPV OR SIRVA MORTGAGE, INC., IN EACH CASE IN
CONNECTION WITH THE EMPLOYEE RELOCATION BUSINESS, OF THE FOLLOWING, FOR VALUE
THAT IS REASONABLE (AS DETERMINED BY THE BORROWER IN GOOD FAITH):
(A) ANY
RESIDENTIAL PROPERTY, FIXTURES OR RELATED ASSETS PURCHASED IN CONNECTION
WITH
THE EMPLOYEE RELOCATION BUSINESS, (B) ANY NOTES OR RECEIVABLES (X) FROM
RELOCATING EMPLOYEES OR CUSTOMERS OF THE EMPLOYEE RELOCATION BUSINESS
REPRESENTING AN ADVANCE OF ANY PORTION OF THE PURCHASE PRICE FOR RESIDENTIAL
PROPERTIES, FIXTURES OR RELATED ASSETS OR (Y) OTHERWISE CREATED IN THE ORDINARY
COURSE OF THE EMPLOYEE RELOCATION BUSINESS, (C) ANY CONTRACTUAL RIGHTS IN
RESPECT OF REIMBURSEMENT OR INDEMNIFICATION FOR LOSSES UPON RESALE OF ANY
RESIDENTIAL PROPERTIES, FIXTURES OR RELATED ASSETS DISPOSED PURSUANT TO CLAUSE
(A) ABOVE, OR (D) A PORTION OF THE FEES DUE FROM CUSTOMERS OF THE EMPLOYEE
RELOCATION BUSINESS, THE TRANSFER OF WHICH SHALL, IN THE GOOD FAITH
DETERMINATION OF THE BORROWER, BE LIMITED IN