ANY TIME PAYABLE TO ANY
BORROWER OR GUARANTOR PURSUANT TO ANY AGREEMENT, DOCUMENT OR INSTRUMENT RELATED
TO THE SUCH DISPOSITION TO BE PAID BY THE OTHER PARTY OR PARTIES THERETO
DIRECTLY TO ADMINISTRATIVE AGENT FOR APPLICATION TO THE OBLIGATIONS IN
ACCORDANCE WITH SECTION 6.4 HEREOF, (D) NOT LESS THAN EIGHTY (80%) PERCENT OF
THE CONSIDERATION FOR SUCH DISPOSITION IS IN THE FORM OF CASH AND (E) THE ASSETS
TO BE SO DISPOSED ARE NOT NECESSARY OR ECONOMICALLY DESIRABLE IN CONNECTION WITH
THE PRINCIPAL BUSINESS OF BORROWERS.
136
(XIV) WIND UP, LIQUIDATE OR DISSOLVE, EXCEPT
THAT
ANY BORROWER OR GUARANTOR
(OTHER THAN PARENT) MAY WIND UP, LIQUIDATE AND DISSOLVE, PROVIDED, THAT, EACH OF
THE FOLLOWING CONDITIONS IS SATISFIED, (A) THE WINDING UP, LIQUIDATION AND
DISSOLUTION OF SUCH BORROWER OR GUARANTOR (AS THE CASE MAY BE) SHALL NOT VIOLATE
ANY LAW OR ANY ORDER OR DECREE OF ANY COURT OR OTHER GOVERNMENTAL AUTHORITY IN
ANY MATERIAL RESPECT AND SHALL NOT CONFLICT WITH OR RESULT IN THE BREACH OF, OR
CONSTITUTE A DEFAULT UNDER, ANY INDENTURE, MORTGAGE, DEED OF TRUST, OR ANY OTHER
AGREEMENT OR INSTRUMENT TO WHICH ANY BORROWER OR GUARANTOR IS A PARTY OR MAY BE
BOUND, (B) SUCH WINDING UP, LIQUIDATION OR DISSOLUTION SHALL BE DONE IN
ACCORDANCE WITH THE REQUIREMENTS OF ALL APPLICABLE LAWS AND REGULATIONS, (C)
EFFECTIVE UPON SUCH WINDING UP, LIQUIDATION OR DISSOLUTION, SUBSTANTIALLY ALL OF
THE ASSETS AND PROPERTIES OF SUCH BORROWER OR GUARANTOR SHALL BE DULY AND
VALIDLY TRANSFERRED AND ASSIGNED TO ANY BORROWER, FREE AND CLEAR OF ANY LIENS,
RESTRICTIONS OR ENCUMBRANCES OTHER THAN THE SECURITY INTEREST AND LIENS OF
ADMINISTRATIVE AGENT (AND ADMINISTRATIVE AGENT SHALL HAVE RECEIVED SUCH EVIDENCE
THEREOF AS ADMINISTRATIVE AGENT MAY REQUIRE) AND ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED SUCH DEEDS, ASSIGNMENTS OR OTHER AGREEMENTS AS ADMINISTRATIVE AGENT MAY
REQUEST TO EVIDENCE AND CONFIRM THE TRANSFER OF SUCH ASSETS OF SUCH BORROWER OR
GUARANTOR (AS THE CASE MAY BE) TO SUCH BORROWER, (D) ADMINISTRATIVE AGENT SHALL
HAVE RECEIVED ALL DOCUMENTS AND AGREEMENTS THAT ANY BORROWER OR GUARANTOR HAS
FILED WITH ANY GOVERNMENTAL AUTHORITY OR AS ARE OTHERWISE REQUIRED TO EFFECTUATE
SUCH WINDING UP, LIQUIDATION OR DISSOLUTION, (E) NO BORROWER OR GUARANTOR SHALL
ASSUME ANY INDEBTEDNESS, OBLIGATIONS OR LIABILITIES AS A RESULT OF SUCH WINDING
UP, LIQUIDATION OR DISSOLUTION, OR OTHERWISE BECOME LIABLE IN RESPECT OF ANY
OBLIGATIONS OR LIABILITIES OF THE ENTITY THAT IS WINDING UP, LIQUIDATING OR
DISSOLVING, UNLESS SUCH INDEBTEDNESS IS OTHERWISE EXPRESSLY PERMITTED HEREUNDER,
(F) ADMINISTRATIVE AGENT SHALL HAVE RECEIVED NOT LESS THAN TEN (10) BUSINESS
DAYS PRIOR WRITTEN NOTICE OF THE INTENTION OF SUCH BORROWER OR GUARANTOR TO WIND
UP, LIQUIDATE OR DISSOLVE AND (G) AS OF THE DATE OF SUCH WINDING UP, LIQUIDATION
OR DISSOLUTION AND AFTER GIVING EFFECT THERETO, NO DEFAULT OR EVENT OF DEFAULT
SHALL EXIST OR HAVE OCCURRED; OR
(XV)
DISPOSITIONS OF ROLLING STOCK IN THE ORDINARY COURSE OF BUSINESS THAT
IS SUBSTANTIALLY WORN, DAMAGED, OBSOLETE, OR, IN THE JUDGMENT OF A BORROWER, NO
LONGER USEFUL OR NECESSARY IN ITS BUSINESS SO