an Event of Default, payment of (a) Pre-Petition employee wages,
benefits and related employee taxes, (b) Pre-Petition sales, use and real
property taxes, (c) Pre-Petition amounts due in respect of insurance financings,
(d) amounts approved in accordance with other "first day" orders satisfactory to
Agent, and (e) cure amounts satisfactory to agent under assumed leases and
executory contracts).
5.6.
RESTRICTION ON FUNDAMENTAL CHANGES. EXCEPT AS
OTHERWISE PERMITTED BY SECTION 4.4, THE CREDIT PARTIES SHALL NOT AND SHALL NOT
CAUSE OR PERMIT THEIR SUBSIDIARIES TO DIRECTLY OR INDIRECTLY:
(A) AMEND, MODIFY
OR WAIVE ANY TERM OR PROVISION OF ITS ORGANIZATIONAL DOCUMENTS, INCLUDING ITS
ARTICLES OF INCORPORATION, CERTIFICATES OF DESIGNATIONS PERTAINING TO PREFERRED
STOCK, BY-LAWS, PARTNERSHIP AGREEMENT OR OPERATING AGREEMENT IN ANY MANNER
ADVERSE TO THE AGENT OR LENDERS UNLESS REQUIRED BY LAW; (B) ENTER INTO ANY
TRANSACTION OF MERGER OR CONSOLIDATION EXCEPT, UPON NOT LESS THAN FIVE
(5) BUSINESS DAYS PRIOR WRITTEN NOTICE TO AGENT (X) ANY WHOLLY-OWNED SUBSIDIARY
OF BORROWER MAY BE MERGED WITH OR INTO BORROWER (PROVIDED THAT BORROWER IS THE
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SURVIVING ENTITY) OR (Y) WITH THE WRITTEN CONSENT OF AGENT (SUCH CONSENT NOT TO
BE UNREASONABLY WITHHELD OR DELAYED), ANY WHOLLY-OWNED SUBSIDIARY OF BORROWER
MAY BE MERGED WITH OR INTO ANY OTHER WHOLLY-OWNED SUBSIDIARY OF BORROWER
(PROVIDED, THAT IN THE CASE OF ANY SUCH MERGER OF A DOMESTIC SUBSIDIARY WITH A
FOREIGN SUBSIDIARY, THE DOMESTIC SUBSIDIARY IS THE SURVIVING ENTITY);
(C) LIQUIDATE, WIND-UP OR DISSOLVE ITSELF (OR SUFFER ANY LIQUIDATION OR
DISSOLUTION); OR (D) ACQUIRE BY PURCHASE OR OTHERWISE ALL OR ANY SUBSTANTIAL
PART OF THE STOCK, BUSINESS OR ASSETS OF ANY OTHER PERSON.
5.7.
DISPOSAL OF ASSETS OR SUBSIDIARY STOCK. THE
CREDIT PARTIES SHALL NOT AND SHALL NOT CAUSE OR PERMIT THEIR SUBSIDIARIES TO
DIRECTLY OR INDIRECTLY CONVEY, SELL, LEASE, SUBLEASE, TRANSFER OR OTHERWISE
DISPOSE OF, OR GRANT ANY PERSON AN OPTION TO ACQUIRE, IN ONE TRANSACTION OR A
SERIES OF RELATED TRANSACTIONS, ANY OF ITS PROPERTY, BUSINESS OR ASSETS, WHETHER
NOW OWNED OR HEREAFTER ACQUIRED, EXCEPT FOR (A) SALES OF INVENTORY IN GOOD FAITH
TO CUSTOMERS FOR FAIR VALUE IN THE ORDINARY COURSE OF BUSINESS; AND DISPOSITIONS
OF OBSOLETE EQUIPMENT NOT USED OR USEFUL IN THE BUSINESS; (B) SALES, LEASES OR
OTHER DISPOSALS OF ANY ASSETS IN THE ORDINARY COURSE OF BUSINESS WHICH, IN THE
REASONABLE JUDGMENT OF MANAGEMENT, ARE (I) OBSOLETE OR WORN OUT OR (II) ARE
OTHERWISE NO LONGER USED OR USEFUL IN THE CONDUCT OF SUCH CREDIT PARTY'S
BUSINESS; (C) BORROWER AND ITS SUBSIDIARIES MAY, IN THE ORDINARY COURSE OF
BUSINESS, LICENSE, AS LICENSOR OR LICENSEE, PATENTS, TRADEMARKS, COPYRIGHTS AND
KNOW-HOW TO OR FROM THIRD PERSONS OR ONE ANOTHER, SO LONG AS ANY SUCH LICENSE BY
BORROWER OR ANY OF ITS SUBSIDIARIES IN ITS CAPACITY AS LICENSOR IS PERMITTED TO
BE ASSIGNED PURSUANT TO THE RELEVANT SECURITY AGREEMENT AND DOES NOT OTHERWISE
PROHIBIT THE GRANTING OF A LIEN BY BORROWER OR ANY OF THEIR RESPECTIVE
SUBSIDIARIES PURSUANT TO SUCH SECURITY AGREEMENT IN THE INTELLECTUAL PROPERTY
COVERED BY SUCH LICENSE; (D) ASSET