CONSOLIDATE OR
MERGE WITH OR INTO ANY OTHER PERSON OR ACQUIRE BY PURCHASE OR OTHERWISE ALL OR
ANY SUBSTANTIAL PART OF THE BUSINESS OR ASSETS OF ANY OTHER PERSON, PROVIDED
THAT NO DEFAULT OR EVENT OF DEFAULT THEN EXISTS OR WOULD RESULT FROM SUCH
TRANSACTION, BORROWER OR SUCH SUBSIDIARY IS THE SURVIVING OR CONTINUING ENTITY
AND THE CONSIDERATION FOR EACH SUCH TRANSACTION PROVIDED BY BORROWER (WHETHER IN
THE FORM OF STOCK, CASH OR OTHER CONSIDERATION) DOES NOT EXCEED $100,000,000 AND
SUCH CONSIDERATION FOR ALL SUCH TRANSACTIONS UNDER THIS SUBCLAUSE (B) AFTER THE
AMENDMENT DATE DOES NOT IN THE AGGREGATE EXCEED $200,000,000; OR
(III) LIQUIDATE, WIND-UP OR DISSOLVE ITSELF (OR SUFFER ANY LIQUIDATION OR
DISSOLUTION).
3.6.
DISPOSAL OF ASSETS OR SUBSIDIARY STOCK.
BORROWER WILL NOT, AND WILL NOT PERMIT ANY OF ITS SUBSIDIARIES TO, DIRECTLY OR
INDIRECTLY, CONVEY, SELL (INCLUDING, WITHOUT LIMITATION, PURSUANT TO A SALE AND
LEASEBACK TRANSACTION), LEASE (INCLUDING, WITHOUT LIMITATION, PURSUANT TO A
LEASE AND LEASEBACK TRANSACTION), SUBLEASE, TRANSFER OR OTHERWISE DISPOSE OF, OR
GRANT ANY PERSON AN OPTION TO ACQUIRE, IN ONE TRANSACTION OR A SERIES OF
TRANSACTIONS, ANY OF ITS PROPERTY, BUSINESS OR ASSETS, OR THE CAPITAL STOCK OF
OR OTHER EQUITY INTERESTS IN ANY OF ITS SUBSIDIARIES, EXCEPT FOR (I) BONA FIDE
SALES OR LEASES OF INVENTORY TO CUSTOMERS IN THE ORDINARY COURSE OF BUSINESS,
DISPOSITIONS OF EQUIPMENT NOT USED OR USEFUL IN THE BUSINESS OR OTHERWISE
OBSOLETE AND ANY SALE, CONVEYANCE, LEASE, SUBLEASE, TRANSFER OR OTHER
DISPOSITION OF ASSETS OF ANY OF BORROWER OR ITS SUBSIDIARIES TO BORROWER OR ANY
WHOLLY OWNED SUBSIDIARY; (II) FAIR MARKET VALUE SALES OF CASH EQUIVALENTS OR
OTHER INVESTMENTS PERMITTED BY SUBSECTION 3.3; (III) LEASING OR SUBLEASING OF
ITS PROPERTY IN THE ORDINARY COURSE OF BUSINESS; (IV) OTHER ASSET DISPOSITIONS
IF ALL OF THE FOLLOWING CONDITIONS ARE MET: (A) THE AGGREGATE BOOK VALUE OF SUCH
ASSETS SOLD IN ANY ONE TRANSACTION OR SERIES OF RELATED TRANSACTIONS (EXCLUDING
THE WIRELESS SALE) FOR ANY 12-MONTH PERIOD DOES NOT EXCEED 20% OF CONSOLIDATED
NET ASSETS DETERMINED AS OF THE END OF THE IMMEDIATELY PRECEDING FISCAL YEAR IN
THE AGGREGATE FOR BORROWER AND ITS SUBSIDIARIES, (B) THE CONSIDERATION RECEIVED
BY BORROWER OR SUCH SUBSIDIARY IS AT LEAST EQUAL TO THE FAIR MARKET VALUE OF
SUCH ASSETS, (C) THE SOLE CONSIDERATION RECEIVED IS CASH OR OTHER ASSETS (OTHER
THAN A NOTE OR OTHER DELAYED PAYMENT TRANSACTION), (D) AFTER GIVING EFFECT TO
THE ASSET DISPOSITION, BORROWER, ON A COMBINED AND CONSOLIDATED BASIS WITH ITS
SUBSIDIARIES AS SET FORTH IN SECTION 4, ARE IN COMPLIANCE ON A PRO FORMA BASIS
WITH THE COVENANTS SET FORTH IN SECTION 4 RECOMPUTED FOR THE MOST RECENTLY ENDED
FISCAL QUARTER FOR WHICH INFORMATION IS AVAILABLE AND BORROWER IS IN COMPLIANCE
WITH ALL OTHER TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT, AND (E) NO
DEFAULT OR EVENT OF DEFAULT THEN EXISTS OR WOULD RESULT FROM THE ASSET
DISPOSITION; (V) THE SALE BY BORROWER OR ANY SUBSIDIARY OF PROPERTY AND THE
SUBSEQUENT LEASE, AS LESSEE, OF THE SAME PROPERTY, WITHIN 180 DAYS