OBSOLETE OR WORN OUT
PROPERTY, WHETHER NOW OWNED OR HEREAFTER ACQUIRED, IN THE ORDINARY COURSE OF
BUSINESS;
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(B)
DISPOSITIONS OF ASSETS IN THE ORDINARY
COURSE OF BUSINESS, INCLUDING, WITHOUT LIMITATION, SALES (DIRECTLY OR
INDIRECTLY), DEDICATIONS AND OTHER DONATIONS TO GOVERNMENTAL AUTHORITIES, LEASES
AND SALES AND LEASEBACKS OF UNITS AND LAND;
(C)
DISPOSITIONS OF ASSETS IN WHICH THE NET
AVAILABLE PROCEEDS THEREFROM ARE USED WITHIN ONE YEAR TO (I) REPAY ANY
INDEBTEDNESS UNDER THE LOAN DOCUMENTS, (II) REPAY ANY INDEBTEDNESS WHICH WAS
SECURED BY THE ASSETS SOLD IN SUCH DISPOSITION, AND/OR (III) INVEST ALL OR ANY
PART OF THE NET AVAILABLE PROCEEDS THEREOF IN THE PURCHASE OF ASSETS (OTHER THAN
SECURITIES, UNLESS SUCH SECURITIES REPRESENT EQUITY INTERESTS IN AN ENTITY
ENGAGED SOLELY IN THE BUSINESS DESCRIBED IN SECTION 5.19, SUCH ENTITY BECOMES A
RESTRICTED SUBSIDIARY AND THE BORROWER OR A RESTRICTED SUBSIDIARY ACQUIRES
VOTING AND MANAGEMENT CONTROL OF SUCH ENTITY) TO BE USED BY THE BORROWER OR ANY
RESTRICTED SUBSIDIARY IN THE BUSINESS DESCRIBED IN SECTION 5.19, PROVIDED
HOWEVER, IF AFTER ONE YEAR FROM SUCH DISPOSITION AND ON THE DATE OF THE PROPOSED
PAYMENT REFERRED TO IMMEDIATELY HEREAFTER, THERE IS NO INDEBTEDNESS OUTSTANDING
UNDER THIS AGREEMENT, THE BORROWER MAY REPAY ANY AMOUNTS REQUIRED UNDER
SECTION 4.09 OF THE SENIOR NOTE INDENTURE OR SIMILAR PROVISIONS CONTAINED IN ANY
REFINANCING INDEBTEDNESS RELATING THERETO OR IN ANY PUBLIC INDEBTEDNESS;
(D)
DISPOSITIONS OF PROPERTY BY ANY RESTRICTED
SUBSIDIARY TO THE BORROWER OR TO A WHOLLY-OWNED RESTRICTED SUBSIDIARY; PROVIDED
THAT IF THE TRANSFEROR OF SUCH PROPERTY IS A GUARANTOR, THE TRANSFEREE THEREOF
MUST EITHER BE THE BORROWER OR A GUARANTOR;
(E)
DISPOSITIONS PERMITTED BY SECTIONS 7.02,
7.04 AND 7.06;
(F)
TRANSFERS OF CASH AND CASH EQUIVALENTS;
(G)
THE CREATION OR REALIZATION OF ANY LIEN
PERMITTED BY SECTION 7.01; AND
(H)
DISPOSITIONS OF MORTGAGE LIENS AND RELATED
ASSETS AND MORTGAGE BACKED SECURITIES IN THE ORDINARY COURSE OF BUSINESS;
provided, however, that any Disposition pursuant to clauses (a), (b), (c),
(f) and (h) shall be for fair market value.
7.06
RESTRICTED PAYMENTS. DECLARE OR MAKE, DIRECTLY OR
INDIRECTLY, ANY RESTRICTED PAYMENT, OR INCUR ANY OBLIGATION (CONTINGENT OR
OTHERWISE) TO DO SO, EXCEPT THAT:
(A)
EACH RESTRICTED SUBSIDIARY MAY DECLARE AND
MAKE DIVIDENDS AND ANY OTHER RESTRICTED PAYMENTS TO THE BORROWER AND TO ANY
GUARANTOR;
(B)
THE BORROWER AND EACH RESTRICTED SUBSIDIARY
MAY DECLARE AND MAKE DIVIDEND PAYMENTS OR OTHER DISTRIBUTIONS PAYABLE SOLELY IN
THE COMMON STOCK OR OTHER COMMON EQUITY INTERESTS OF SUCH PERSON;
(C)
THE BORROWER MAY MAKE REGULARLY SCHEDULED
PAYMENTS OF PRINCIPAL AND INTEREST ON THE SENIOR NOTES OR OTHER PUBLIC
INDEBTEDNESS OR ANY SUBORDINATED DEBT OF ANY LOAN PARTY;
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(D)
THE BORROWER MAY (I) DECLARE OR PAY CASH
DIVIDENDS, (II) REPURCHASE SHARES OF ITS CAPITAL STOCK, (III) REDEEM ITS CAPITAL
STOCK HELD BY OFFICERS, DIRECTORS OR EMPLOYEES OF FORMER OFFICERS, DIRECTORS OR
EMPLOYEES (OR THEIR TRANSFEREES, ESTATES OR BENEFICIARIES UNDER THEIR ESTATES),
UPON THEIR DEATH, DISABILITY, RETIREMENT, SEVERANCE OR TERMINATION OF EMPLOYMENT
OR SERVICE; AND (IV) REPURCHASE, REDEEM OR ACQUIRE ANY