THE
CONSENT OF THE LICENSEE AND NO SUCH LICENSE SHALL (I) TRANSFER OWNERSHIP OF SUCH
TECHNOLOGY TO ANY OTHER PERSON OR (II) REQUIRE THE BORROWER TO PAY ANY FEES FOR
ANY SUCH USE (SUCH LICENSES PERMITTED BY THIS SECTION 8.3(F), HEREAFTER
"PERMITTED TECHNOLOGY LICENSES");
G.
ANY SUBSIDIARY OF THE BORROWER (OTHER
THAN A RECEIVABLES SUBSIDIARY) MAY BE MERGED OR CONSOLIDATED (X) WITH OR INTO
THE BORROWER SO LONG AS THE BORROWER IS THE SURVIVING ENTITY, (Y) WITH OR INTO
ANY ONE OR MORE WHOLLY-OWNED SUBSIDIARIES OF THE BORROWER (OTHER THAN AN
UNRESTRICTED SUBSIDIARY, AIRSTAR CORPORATION, HUNTSMAN HEADQUARTERS CORPORATION
OR IRIC); PROVIDED, HOWEVER, THAT A WHOLLY-OWNED SUBSIDIARY OR SUBSIDIARIES
SHALL BE THE SURVIVING ENTITY OR (Z) WITH OR INTO ANY PERSON IN CONNECTION WITH
THE CONSUMMATION OF AN ACQUISITION; PROVIDED,
128
HOWEVER, THAT AFTER GIVING EFFECT TO SUCH MERGER OR CONSOLIDATION THE SURVIVING
SUBSIDIARY SHALL BE A WHOLLY-OWNED SUBSIDIARY;
H.
THE BORROWER AND ITS SUBSIDIARIES MAY
SELL, TRANSFER OR OTHERWISE DISPOSE OF ANY ASSET IN CONNECTION WITH ANY SALE AND
LEASEBACK TRANSACTION INVOLVING INDEBTEDNESS, CAPITALIZED LEASE OBLIGATIONS OR
AN OPERATING FINANCING LEASE OTHERWISE PERMITTED HEREUNDER;
I.
IN ANY FISCAL YEAR, THE BORROWER OR
ANY SUBSIDIARY MAY DISPOSE OF ANY OF ITS ASSETS (INCLUDING IN CONNECTION WITH
SALE AND LEASEBACK TRANSACTIONS NOT INVOLVING INDEBTEDNESS, CAPITALIZED LEASE
OBLIGATIONS OR AN OPERATING FINANCING LEASE) IF THE AGGREGATE NET BOOK VALUE (AT
THE TIME OF DISPOSITION THEREOF) OF ALL ASSETS DISPOSED OF BY THE BORROWER AND
ITS SUBSIDIARIES IN SUCH FISCAL YEAR PURSUANT TO THIS CLAUSE (I) PLUS THE
AGGREGATE BOOK VALUE OF ALL THE ASSETS THEN PROPOSED TO BE DISPOSED OF DOES NOT
EXCEED 12.5% OF THE CONSOLIDATED NET TANGIBLE ASSETS THE BORROWER AND ITS
SUBSIDIARIES AS OF THE END OF THE IMMEDIATELY PRECEDING FISCAL QUARTER FOR WHICH
THE BORROWER HAS DELIVERED FINANCIAL STATEMENTS AS REQUIRED BY SECTION 7.1;
PROVIDED, HOWEVER, THAT IF (A) CONCURRENTLY WITH ANY DISPOSITION OF ASSETS OR
WITHIN 360 DAYS OF RECEIPT OF PROCEEDS IN CONNECTION WITH SUCH DISPOSITION, ALL
OR A PORTION OF AN AMOUNT EQUAL TO THE NET PROCEEDS OF SUCH DISPOSITION ARE USED
BY THE BORROWER OR A SUBSIDIARY TO ACQUIRE OTHER PROPERTY USED OR TO BE USED IN
THE BUSINESS REFERRED TO IN SECTION 8.9 AND (B) THE BORROWER OR SUCH SUBSIDIARY
HAS COMPLIED WITH THE PROVISIONS OF SECTION 7.11 WITH RESPECT TO SUCH PROPERTY,
THEN SUCH DISPOSITIONS (OR, TO THE EXTENT THAT LESS THAN ALL OF THE NET PROCEEDS
OF ANY SUCH DISPOSITION ARE USED TO ACQUIRE SUCH OTHER PROPERTY, THEN
DISPOSITIONS IN AN AMOUNT EQUAL TO THE NET PROCEEDS USED TO ACQUIRE SUCH OTHER
PROPERTY) SHALL BE DISREGARDED FOR PURPOSES OF CALCULATIONS PURSUANT TO THIS
SECTION 8.3(I)) (AND SHALL OTHERWISE BE DEEMED TO BE PERMITTED UNDER THIS
SECTION 8.3) FROM AND AFTER THE DATE SUCH PROCEEDS ARE SO USED TO ACQUIRE SUCH
PROPERTY WITH RESPECT TO THE ACQUISITION OF SUCH OTHER PROPERTY;
J.
THE BORROWER OR ANY SUBSIDIARY OF THE
BORROWER MAY SELL, LEASE, TRANSFER OR OTHERWISE DISPOSE OF ANY OR ALL OF