MUST RESULT IN THE BORROWER AS THE SURVIVING ENTITY) AND ANY SUBSIDIARY
WHICH IS NOT A LOAN PARTY MAY MERGE INTO ANOTHER SUBSIDIARY WHICH IS NOT A LOAN
PARTY;
(III)
ANY SUBSIDIARY MAY SELL, TRANSFER, LEASE OR OTHERWISE DISPOSE OF ITS
ASSETS TO ANOTHER SUBSIDIARY; PROVIDED THAT SUCH SALE, TRANSFER, LEASE OR
DISPOSITION IS AN INVESTMENT PERMITTED BY SECTION 6.04(D) OR SECTION 6.04(P);
(IV)
THE BORROWER OR ANY SUBSIDIARY MAY SELL ASSETS PURSUANT TO SALE AND
LEASEBACK TRANSACTIONS PERMITTED UNDER SECTION 6.09;
(V)
THE BORROWER AND ITS SUBSIDIARIES MAY (A) SELL INVENTORY IN THE ORDINARY
COURSE OF BUSINESS, (B) EFFECT SALES, TRADE-INS OR DISPOSITIONS OF USED
EQUIPMENT FOR VALUE IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST
PRACTICE, (C) ENTER INTO LICENSES OF TECHNOLOGY IN THE ORDINARY COURSE OF
BUSINESS, (D) MAKE ANY OTHER SALES, TRANSFERS, LEASES OR DISPOSITIONS THAT,
TOGETHER WITH ALL OTHER PROPERTY OF THE BORROWER AND ITS SUBSIDIARIES PREVIOUSLY
LEASED, SOLD OR DISPOSED OF AS PERMITTED BY THIS CLAUSE (D) DURING ANY FISCAL
YEAR OF THE BORROWER, DOES NOT EXCEED 15% OF CONSOLIDATED TANGIBLE ASSETS
(DETERMINED AS OF THE END OF THE MOST RECENTLY COMPLETED FISCAL QUARTER OF THE
BORROWER), AND (E) SELL CASH AND/OR PERMITTED INVESTMENTS IN THE ORDINARY COURSE
OF BUSINESS; AND
(VI)
ANY SUBSIDIARY MAY LIQUIDATE OR DISSOLVE IF (A) THE BORROWER REASONABLY
DETERMINES IN GOOD FAITH THAT SUCH LIQUIDATION OR DISSOLUTION IS IN THE
CORPORATE INTERESTS OF THE BORROWER AND (B) THE PROCEEDS OF SUCH DISSOLUTION ARE
TRANSFERRED TO THE BORROWER OR A SUBSIDIARY.
(B)
THE BORROWER WILL NOT ENGAGE TO ANY MATERIAL EXTENT IN ANY BUSINESS OTHER
THAN BUSINESSES OF THE TYPE CONDUCTED BY THE BORROWER AND ITS SUBSIDIARIES ON
THE DATE OF EXECUTION OF THIS
53
AGREEMENT AND BUSINESSES REASONABLY RELATED THERETO (IT BEING UNDERSTOOD THAT
ANY TRAVEL RELATED OR ON-LINE BUSINESS SHALL BE CONSIDERED TO BE SUCH A SAME OR
SIMILAR LINE OF BUSINESS).
(C)
THE BORROWER WILL NOT, NOR WILL IT PERMIT ANY OF ITS SUBSIDIARIES TO,
CHANGE ITS FISCAL YEAR FROM THE BASIS IN EFFECT ON THE EFFECTIVE DATE.
SECTION 6.04.
INVESTMENTS, LOANS, ADVANCES, GUARANTEES AND ACQUISITIONS.
THE
BORROWER WILL NOT, AND WILL NOT PERMIT ANY OF ITS SUBSIDIARIES TO, PURCHASE,
HOLD OR ACQUIRE (INCLUDING PURSUANT TO ANY MERGER WITH ANY PERSON THAT WAS NOT A
WHOLLY OWNED SUBSIDIARY PRIOR TO SUCH MERGER) ANY CAPITAL STOCK, EVIDENCES OF
INDEBTEDNESS OR OTHER SECURITIES (INCLUDING ANY OPTION, WARRANT OR OTHER RIGHT
TO ACQUIRE ANY OF THE FOREGOING) OF, MAKE OR PERMIT TO EXIST ANY LOANS OR
ADVANCES TO, GUARANTEE ANY OBLIGATIONS OF, OR MAKE OR PERMIT TO EXIST ANY
INVESTMENT OR ANY OTHER INTEREST IN, ANY OTHER PERSON, OR PURCHASE OR OTHERWISE
ACQUIRE (IN ONE TRANSACTION OR A SERIES OF TRANSACTIONS) ANY PERSON OR ANY
ASSETS OF ANY OTHER PERSON CONSTITUTING A BUSINESS UNIT, EXCEPT:
(A)
PERMITTED INVESTMENTS;
(B)
PERMITTED ACQUISITIONS;
(C)
INVESTMENTS BY THE BORROWER AND ITS SUBSIDIARIES EXISTING ON, OR REQUIRED
TO BE MADE PURSUANT TO COMMITMENTS EXISTING ON, THE DATE HEREOF;
(D)
INVESTMENTS, LOANS OR