OTHER DISPOSITIONS OF INVENTORY IN THE ORDINARY COURSE
OF BUSINESS;
(B)
THAT THE BORROWER OR ANY SUBSIDIARY OF THE BORROWER MAY SELL, LEASE,
TRANSFER, OR OTHERWISE DISPOSE OF ANY OR ALL OF ITS ASSETS (UPON VOLUNTARY
LIQUIDATION OR OTHERWISE) TO, AND ANY SUBSIDIARY OF THE BORROWER MAY MERGE WITH
AND INTO, THE BORROWER OR A WHOLLY OWNED DOMESTIC SUBSIDIARY OF THE BORROWER
(OR, IN THE CASE OF ANY FOREIGN SUBSIDIARY OF THE BORROWER, THE BORROWER OR A
WHOLLY OWNED SUBSIDIARY OF THE BORROWER), AND THE BORROWER OR ANY SUBSIDIARY OF
THE BORROWER MAY SELL OR OTHERWISE DISPOSE OF, OR PART WITH CONTROL OF ANY OR
ALL OF, THE CAPITAL STOCK OF ANY SUBSIDIARY TO A WHOLLY OWNED DOMESTIC
SUBSIDIARY OF THE BORROWER OR THE BORROWER; PROVIDED THAT (I) NO SUCH
TRANSACTION MAY BE EFFECTED IF IT WOULD RESULT IN THE TRANSFER OF ANY ASSETS OF,
OR ANY CAPITAL STOCK OF, THE BORROWER OR A SUBSIDIARY TO, OR THE MERGER WITH AND
INTO, ANOTHER SUBSIDIARY ALL OF THE CAPITAL STOCK OF WHICH OWNED BY THE BORROWER
OR ANY SUBSIDIARY HAS NOT BEEN PLEDGED TO THE ADMINISTRATIVE AGENT AND WHICH HAS
NOT GUARANTEED THE OBLIGATIONS OF THE BORROWER, FOR THE BENEFIT OF THE LENDERS,
UNDER THE NOTES AND THIS AGREEMENT, AND GRANTED LIENS OR SECURITY INTERESTS IN
FAVOR OF THE ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE LENDERS, ON
SUBSTANTIALLY ALL OF ITS ASSETS TO SECURE SUCH GUARANTEE, PURSUANT TO A
GUARANTEE, SECURITY AGREEMENT AND OTHER DOCUMENTATION REASONABLY SATISFACTORY TO
THE ADMINISTRATIVE AGENT AND (II) THE BORROWER SHALL NOT TRANSFER ALL OR
SUBSTANTIALLY ALL OF ITS ASSETS PURSUANT TO THIS PARAGRAPH;
(C)
LEASES OF FEE PROPERTIES AND OTHER REAL PROPERTY OWNED IN FEE;
(D)
ANY CONDEMNATION OR EMINENT DOMAIN PROCEEDINGS AFFECTING ANY REAL
PROPERTY; PROVIDED THAT THE PARTIES HERETO AGREE THAT THE NET PROCEEDS RECEIVED
IN CONNECTION WITH SUCH
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PROCEEDING SHALL BE DEEMED NOT TO CONSTITUTE "NET PROCEEDS" IF SUCH NET PROCEEDS
ARE REINVESTED IN NEW OR EXISTING PROPERTIES WITHIN EIGHTEEN MONTHS;
(E)
SUBSTANTIALLY LIKE-KIND EXCHANGES OF REAL PROPERTY OR EQUIPMENT;
PROVIDED THAT ONLY ANY CASH RECEIVED BY THE BORROWER OR ANY SUBSIDIARY OF THE
BORROWER IN CONNECTION WITH SUCH AN EXCHANGE (NET OF ALL COSTS AND EXPENSES
INCURRED IN CONNECTION WITH SUCH TRANSACTION OR WITH THE COMMENCEMENT OF
OPERATION OF REAL PROPERTY RECEIVED IN SUCH EXCHANGE) SHALL BE DEEMED TO BE NET
PROCEEDS AND SHALL BE APPLIED AS PROVIDED FOR IN SUBSECTION 5.4(B)(IV);
(F)
FOR THE SALE OR OTHER DISPOSITION OF ANY PROPERTY THAT, IN THE
REASONABLE JUDGMENT OF THE BORROWER HAS BECOME UNECONOMIC, OBSOLETE OR WORN OUT,
AND WHICH IS SOLD OR DISPOSED OF IN THE ORDINARY COURSE OF BUSINESS;
(G)
FOR THE SALE OR OTHER DISPOSITION OF ANY PROPERTY THE AGGREGATE
AMOUNT OF THE NET PROCEEDS RECEIVED IN RESPECT OF WHICH SHALL NOT EXCEED
$10,000,000 DURING THE TERM OF THIS AGREEMENT AFTER THE CLOSING DATE; AND
(H)
ANY SALE OR DISPOSITION OF ANY INTEREST IN PROPERTY; PROVIDED THAT
(I) THE NET PROCEEDS OF ANY SUCH SALE SHALL