AMALGAMATION TO THE ADMINISTRATIVE AGENT FOR THE BENEFIT OF THE LENDERS AND THE
AGENTS (PROVIDED THAT NOT MORE THAN 65% OF THE TOTAL VOTING POWER OF ALL
OUTSTANDING CAPITAL STOCK OR OTHER EQUITY INTEREST OF ANY FIRST-TIER FOREIGN
SUBSIDIARY OF A BORROWER SHALL BE REQUIRED TO BE SO PLEDGED AND NO EQUITY
INTERESTS OF ANY NON-FIRST-TIER FOREIGN SUBSIDIARY SHALL BE REQUIRED TO BE SO
PLEDGED); AND
(IX)
CASH CONSIDERATION TO BE PAID BY ANY BORROWER IN CONNECTION WITH
ANY ACQUISITION OR SERIES OF RELATED ACQUISITIONS (INCLUDING CASH DEFERRED
PAYMENTS, CONTINGENT OR OTHERWISE, AND THE AGGREGATE AMOUNT OF ALL INDEBTEDNESS
ASSUMED OR, IN THE CASE OF AN ACQUISITION OF EQUITY INTERESTS, INCLUDING ALL
INDEBTEDNESS OF THE TARGET COMPANY) SHALL NOT EXCEED $20,000,000 WITHOUT THE
CONSENT OF THE ADMINISTRATIVE AGENT AND THE REQUIRED LENDERS.
(B)
DISPOSITIONS OF ASSETS.
EXCEPT AS OTHERWISE
PROVIDED IN THIS SECTION, NONE OF THE BORROWERS OR THE NON-BORROWER SUBSIDIARIES
(OTHER THAN THE INSURANCE SUBSIDIARY) SHALL, DIRECTLY OR INDIRECTLY, BECOME A
PARTY TO OR AGREE TO OR EFFECT ANY DISPOSITION OF ASSETS; PROVIDED THAT, SUBJECT
TO THE MANDATORY REPAYMENT PROVISIONS IN RESPECT OF THE LOANS SET FORTH IN
SECTION 2.05(B), SO LONG AS NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING, OR WOULD RESULT THEREFROM (INCLUDING BY WAY OF CROSS-DEFAULT TO ANY
OTHER INDEBTEDNESS) DURING THE TERM OF THIS
91
AGREEMENT, THE BORROWERS AND THE NON-BORROWER SUBSIDIARIES MAY SELL OR TRANSFER
ASSETS (INCLUDING IN CONNECTION WITH AN ASSET SWAP) OR EQUITY INTERESTS FROM AND
AFTER THE CLOSING DATE HAVING AN AGGREGATE FAIR MARKET VALUE NOT IN EXCESS OF 5%
OF CONSOLIDATED TOTAL ASSETS (THE "BASKET") (AS MEASURED AT THE END OF THE MOST
RECENTLY ENDED FISCAL QUARTER FOR WHICH FINANCIAL STATEMENTS HAVE BEEN FURNISHED
UNDER SECTION 6.04(A) OR (B)), IN EACH CASE FOR FAIR AND REASONABLE VALUE, AS
DETERMINED BY THE BOARD OF DIRECTORS OF THE PARENT IN GOOD FAITH AND EVIDENCED
BY A RESOLUTION OF SUCH DIRECTORS WHICH SHALL BE DELIVERED BY THE PARENT TO THE
ADMINISTRATIVE AGENT PRIOR TO THE CONSUMMATION OF SUCH SALE OR TRANSFER, ALONG
WITH A COMPLIANCE CERTIFICATE EVIDENCING COMPLIANCE WITH THE FOREGOING
LIMITATION AND PRO FORMA COMPLIANCE WITH THE COVENANTS SET FORTH IN SECTION 7.11
AFTER GIVING EFFECT TO SUCH SALE OR TRANSFER, AND SUCH OTHER INFORMATION AND
DOCUMENTATION RELATED TO SUCH DISPOSITION AS IS REASONABLY REQUESTED BY THE
ADMINISTRATIVE AGENT, AND, IN THE CASE OF AN ASSET SWAP, SO LONG AS SUCH ASSET
SWAP IN THE REASONABLE BUSINESS JUDGMENT OF THE PARENT DOES NOT HAVE A MATERIAL
ADVERSE EFFECT; PROVIDED, HOWEVER, THAT PRIOR TO THE PAYMENT IN FULL OF ALL OF
THE BORROWERS' OBLIGATIONS HEREUNDER, THE ADMINISTRATIVE AGENT AND THE LENDERS
WILL BE UNDER NO OBLIGATION TO RELEASE THEIR LIEN ON ANY OF THE COLLATERAL
SUBJECT TO A DISPOSITION PURSUANT TO THE TERMS OF THIS SECTION 7.04(B) UNLESS
THE LIENS SECURING THE SECOND LIEN NOTES IN SUCH COLLATERAL ARE SIMULTANEOUSLY
BEING (AND ARE REQUIRED TO BE) RELEASED BY THE HOLDERS OF THE SECOND LIEN NOTES
AS AND TO