BE CONTINUING OR WOULD RESULT THEREFROM
AND (B) THE AMOUNT OF SUCH INVESTMENT, OR THE AGGREGATE CONSIDERATION PAID IN
CONNECTION WITH SUCH ACQUISITION, TOGETHER WITH THE AGGREGATE AMOUNT, DETERMINED
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AS OF SUCH TIME, OF ALL OTHER INVESTMENTS PURCHASED, MADE OR OTHERWISE ACQUIRED,
AND THE AGGREGATE AMOUNT OF ALL CONSIDERATION AND SUCH OTHER AMOUNTS PAID IN
CONNECTION WITH ALL OTHER ACQUISITIONS MADE, IN RELIANCE ON THIS
CLAUSE (Q) SHALL NOT EXCEED US$15,000,000 IN THE AGGREGATE.
NONE OF THE BORROWER OR ANY SUBSIDIARY WILL (I) FORGIVE, CANCEL OR CONVERT TO AN
EQUITY INTEREST IN THE OBLIGOR THEREUNDER ANY PROMISSORY NOTE EVIDENCING A
PERMITTED FOREIGN LOAN THAT IS PLEDGED UNDER THE GUARANTEE AND COLLATERAL
AGREEMENT (EXCEPT UPON THE PAYMENT IN FULL OF THE OBLIGATIONS EVIDENCED
THEREBY), (II) TRANSFER ITS INTEREST IN ANY PERMITTED FOREIGN LOAN TO ANY PERSON
OTHER THAN THE BORROWER OR A SUBSIDIARY LOAN PARTY OR (III) ENGAGE IN ASSET
TRANSFERS THAT WOULD MATERIALLY IMPAIR THE ABILITY OF THE OBLIGOR ON ANY
PERMITTED FOREIGN LOAN TO PERFORM ITS PAYMENT OBLIGATIONS UNDER SUCH PERMITTED
FOREIGN LOAN.
SECTION 6.05.
ASSET DISPOSITIONS.
NONE OF THE BORROWER OR ANY SUBSIDIARY WILL
SELL, TRANSFER, LEASE OR OTHERWISE DISPOSE OF, OR EXCLUSIVELY LICENSE, ANY
ASSET, INCLUDING ANY EQUITY INTEREST OWNED BY IT, NOR WILL ANY SUBSIDIARY ISSUE
ANY ADDITIONAL EQUITY INTEREST IN SUCH SUBSIDIARY (OTHER THAN TO THE BORROWER OR
ANY SUBSIDIARY IN COMPLIANCE WITH SECTION 6.04), EXCEPT:
(A) SALES, TRANSFERS AND OTHER DISPOSITIONS OF INVENTORY, USED OR SURPLUS
EQUIPMENT, CASH AND PERMITTED INVESTMENTS IN THE ORDINARY COURSE OF BUSINESS;
(B) SALES, TRANSFERS, LEASES AND OTHER DISPOSITIONS TO THE BORROWER OR ANY
SUBSIDIARY; PROVIDED THAT (I) ANY SUCH SALES, TRANSFERS, LEASES OR OTHER
DISPOSITIONS INVOLVING A SUBSIDIARY THAT IS NOT A LOAN PARTY SHALL BE MADE IN
COMPLIANCE WITH SECTIONS 6.04 AND 6.09 AND (II) EQUITY INTERESTS IN A DOMESTIC
SUBSIDIARY MAY NOT BE TRANSFERRED TO A FOREIGN SUBSIDIARY;
(C) THE DISCOUNT OR SALE, IN EACH CASE WITHOUT RECOURSE AND IN THE ORDINARY
COURSE OF BUSINESS, OF RECEIVABLES MORE THAN 90 DAYS OVERDUE AND ARISING IN THE
ORDINARY COURSE OF BUSINESS, BUT ONLY IN CONNECTION WITH THE COMPROMISE OR
COLLECTION THEREOF CONSISTENT WITH CUSTOMARY INDUSTRY PRACTICE (AND NOT AS PART
OF ANY BULK SALE OR FINANCING OF RECEIVABLES):
(D) LEASES, SUBLEASES OR LICENSES OF REAL PROPERTY TO OTHER PERSONS NOT
MATERIALLY INTERFERING WITH THE BUSINESS OF THE BORROWER OR ANY SUBSIDIARY; AND
(E) SALES, TRANSFERS, LEASES AND OTHER DISPOSITIONS, AND EXCLUSIVE LICENSES, OF
ASSETS THAT ARE NOT PERMITTED BY ANY OTHER CLAUSE OF THIS SECTION; PROVIDED THAT
THE AGGREGATE FAIR MARKET VALUE OF ALL ASSETS SOLD, TRANSFERRED, LEASED OR
OTHERWISE DISPOSED OF, AND OF ALL ASSETS EXCLUSIVELY LICENSED, IN RELIANCE ON
THIS CLAUSE (C) SHALL NOT AT THE TIME OF AND AFTER GIVING EFFECT TO ANY SUCH
TRANSACTION EXCEED 10% OF CONSOLIDATED NET TANGIBLE ASSETS AT THE END OF THE
MOST RECENT FISCAL QUARTER OF THE BORROWER FOR WHICH FINANCIAL STATEMENTS HAVE
BEEN DELIVERED PURSUANT TO SECTION 5.01(A) OR 5.01(B) (OR, PRIOR TO THE FIRST