SUBSIDIARY, WHICH TOGETHER
WITH EACH OF ITS RESTRICTED SUBSIDIARIES, SHALL HAVE COMPLIED WITH THE
REQUIREMENTS OF SECTION 6.10;
(F)
THE COMPANY AND THE RESTRICTED SUBSIDIARIES MAY CONSUMMATE THE ACQUISITIONS
AND MERGER AND ANY PERMITTED ACQUISITION; AND
(G)
A MERGER, DISSOLUTION, LIQUIDATION, CONSOLIDATION OR DISPOSITION, THE
PURPOSE OF WHICH IS TO EFFECT A DISPOSITION PERMITTED PURSUANT TO SECTION 7.05.
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SECTION 7.05.
Dispositions.
Make any Disposition or enter into any agreement
to make any Disposition, except:
(A)
DISPOSITIONS OF OBSOLETE OR WORN OUT PROPERTY, WHETHER NOW OWNED OR
HEREAFTER ACQUIRED, IN THE ORDINARY COURSE OF BUSINESS AND DISPOSITIONS OF
PROPERTY NO LONGER USED OR USEFUL IN THE CONDUCT OF THE BUSINESS OF THE COMPANY
AND THE RESTRICTED SUBSIDIARIES;
(B)
DISPOSITIONS OF INVENTORY AND IMMATERIAL ASSETS IN THE ORDINARY COURSE OF
BUSINESS;
(C)
DISPOSITIONS OF PROPERTY TO THE EXTENT THAT (I) SUCH PROPERTY IS EXCHANGED
FOR CREDIT AGAINST THE PURCHASE PRICE OF SIMILAR REPLACEMENT PROPERTY OR
(II) THE PROCEEDS OF SUCH DISPOSITION ARE PROMPTLY APPLIED TO THE PURCHASE PRICE
OF SUCH REPLACEMENT PROPERTY;
(D)
DISPOSITIONS OF PROPERTY (I) TO THE COMPANY OR TO A RESTRICTED SUBSIDIARY;
PROVIDED THAT IF THE TRANSFEROR OF SUCH PROPERTY IS A GUARANTOR OR THE COMPANY,
THE TRANSFEREE THEREOF MUST EITHER BE THE COMPANY OR A GUARANTOR, OR IN THE CASE
OF A TRANSFER BY AN OVERSEAS GUARANTOR, THE APPLICABLE OVERSEAS BORROWER,
(II) TO THE EXTENT SUCH TRANSACTION CONSTITUTES AN INVESTMENT PERMITTED UNDER
SECTION 7.02, OR (III) CONSISTING OF EQUITY INTERESTS OF FOREIGN SUBSIDIARIES TO
OTHER FOREIGN SUBSIDIARIES;
(E)
DISPOSITIONS PERMITTED BY SECTIONS 7.04 AND 7.06 AND LIENS PERMITTED BY
SECTION 7.01;
(F)
DISPOSITIONS OF CASH AND CASH EQUIVALENTS;
(G)
DISPOSITIONS OF ACCOUNTS RECEIVABLE IN CONNECTION WITH THE COLLECTION OR
COMPROMISE THEREOF;
(H)
LEASES, SUBLEASES, LICENSES OR SUBLICENSES (INCLUDING THE PROVISION OF
SOFTWARE UNDER AN OPEN SOURCE LICENSE), IN EACH CASE IN THE ORDINARY COURSE OF
BUSINESS AND WHICH DO NOT MATERIALLY INTERFERE WITH THE BUSINESS OF HOLDINGS,
THE COMPANY AND THE RESTRICTED SUBSIDIARIES;
(I)
TRANSFERS OF PROPERTY TO THE EXTENT SUBJECT TO CASUALTY EVENTS;
(J)
DISPOSITIONS OF PROPERTY NOT OTHERWISE PERMITTED UNDER THIS SECTION 7.05;
PROVIDED THAT (I) AT THE TIME OF SUCH DISPOSITION (OTHER THAN ANY SUCH
DISPOSITION MADE PURSUANT TO A LEGALLY BINDING COMMITMENT ENTERED INTO AT A TIME
WHEN NO EVENT OF DEFAULT EXISTS), NO EVENT OF DEFAULT SHALL EXIST OR WOULD
RESULT FROM SUCH DISPOSITION, (II) THE AGGREGATE BOOK VALUE OF ALL PROPERTY
DISPOSED OF IN RELIANCE ON THIS CLAUSE (J) SHALL NOT EXCEED $300,000,000 IN THE
AGGREGATE AND (III) WITH RESPECT TO ANY DISPOSITION PURSUANT TO THIS CLAUSE
(J) FOR A PURCHASE PRICE IN EXCESS OF $25,000,000, THE COMPANY OR A RESTRICTED
SUBSIDIARY SHALL RECEIVE NOT LESS THAN 75% OF SUCH CONSIDERATION IN THE FORM OF
CASH OR CASH EQUIVALENTS (IN EACH CASE, FREE AND CLEAR OF ALL LIENS AT THE TIME
RECEIVED, OTHER THAN NONCONSENSUAL LIENS PERMITTED BY SECTION 7.01 AND LIENS
PERMITTED BY SECTION 7.01(S) AND CLAUSES (I) AND (II) OF SECTION 7.01(U));
PROVIDED, HOWEVER, THAT FOR THE PURPOSES