OWNERSHIP OF SEPARATE SEISMIC DATA SUPPLIED BY SUCH PERSON, LICENSES OF
INVENTORY OR DATA ASSETS, SALES OR GRANTS OF LICENSES OR SUBLICENSES TO USE ANY
INVENTORY, PATENTS, TRADE SECRETS, KNOW-HOW AND OTHER INTELLECTUAL PROPERTY, AND
OTHER LEASES, SUBLEASES, LICENSES OR SUBLICENSES, IN EACH CASE IN THE ORDINARY
COURSE OF BUSINESS AND CONSISTENT
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WITH PAST PRACTICE OR WHICH DO NOT MATERIALLY INTERFERE WITH THE BUSINESS OF THE
BORROWER AND ITS SUBSIDIARIES;
(H)
TRANSFERS OF PROPERTY SUBJECT TO CASUALTY
EVENTS UPON RECEIPT OF THE NET CASH PROCEEDS OF SUCH CASUALTY EVENT;
(I)
DISPOSITIONS OF ACCOUNTS RECEIVABLE IN
THE ORDINARY COURSE OF BUSINESS IN CONNECTION WITH THE COLLECTION OR COMPROMISE
THEREOF;
(J)
THE UNWINDING OF ANY SWAP CONTRACT
PURSUANT TO ITS TERMS;
(K)
PERMITTED SALE LEASEBACKS IN AN AGGREGATE
TOTAL AMOUNT NOT TO EXCEED $30,000,000 IN ANY FISCAL YEAR;
(L)
DISPOSITIONS OF OTHER ASSETS HAVING AN
AGGREGATE FAIR MARKET VALUE NOT TO EXCEED $10,000,000 IN ANY FISCAL YEAR;
PROVIDED, THAT, (I) THE PURCHASE PRICE PAID TO THE BORROWER OR SUCH SUBSIDIARY
FOR SUCH ASSET SHALL BE NO LESS THAN THE FAIR MARKET VALUE OF SUCH ASSET AT THE
TIME OF SUCH SALE AND (II) NOT LESS THAN 75% OF THE CONSIDERATION FOR SUCH
DISPOSITION SHALL BE PAID IN CASH; AND
(M)
DISPOSITIONS OF ANY ASSETS ACQUIRED PURSUANT
TO A PERMITTED ACQUISITION;
provided, that, other than in respect of Dispositions specified under
clauses (a), (b), (c), (d), (e), (f), (g), (h), (i), (j) and (k), the proceeds
of any Dispositions permitted hereunder shall be applied in accordance with the
requirements of Section 2.05(b)(i) to the extent not reinvested or for which no
commitment for reinvestment has been made within 12 months of receipt thereof.
Section 7.06
Restricted Payments.
Declare or
make, or permit Parent to make, directly or indirectly, any Restricted Payment,
except:
(A)
THE BORROWER MAY MAKE RESTRICTED PAYMENTS
TO THE PARENT, EACH SUBSIDIARY MAY MAKE RESTRICTED PAYMENTS TO THE PARENT, THE
BORROWER AND TO OTHER SUBSIDIARIES THAT ARE LOAN PARTIES AND EACH WHOLLY-OWNED
DIRECT OR INDIRECT NON-LOAN PARTY MAY MAKE RESTRICTED PAYMENTS TO ANY OTHER
WHOLLY-OWNED DIRECT OR INDIRECT NON-LOAN PARTY;
(B)
THE PARENT AND EACH SUBSIDIARY MAY DECLARE
AND MAKE DIVIDEND PAYMENTS OR OTHER DISTRIBUTIONS PAYABLE SOLELY IN THE EQUITY
INTERESTS (OTHER THAN DISQUALIFIED EQUITY INTERESTS NOT OTHERWISE PERMITTED BY
SECTION 7.03) OF SUCH PERSON;
(C)
TO THE EXTENT CONSTITUTING RESTRICTED
PAYMENTS, THE BORROWER AND ITS SUBSIDIARIES MAY ENTER INTO AND CONSUMMATE
TRANSACTIONS EXPRESSLY PERMITTED BY ANY PROVISION OF SECTION 7.02, SECTION 7.04
OR SECTION 7.08;
(D)
REPURCHASES OF EQUITY INTERESTS IN THE
ORDINARY COURSE OF BUSINESS IN THE BORROWER (OR ANY DIRECT OR INDIRECT PARENT
THEREOF) OR ANY SUBSIDIARY DEEMED TO OCCUR UPON EXERCISE OF STOCK OPTIONS OR
WARRANTS IF SUCH EQUITY INTERESTS REPRESENT A PORTION OF THE EXERCISE PRICE OF
SUCH OPTIONS OR WARRANTS;
(E)
THE BORROWER OR ANY SUBSIDIARY MAY, IN GOOD
FAITH, MAKE NON-CASH PAYMENTS (OR MAKE NON-CASH RESTRICTED PAYMENTS TO ALLOW ANY
DIRECT OR INDIRECT PARENT THEREOF TO PAY) FOR THE REPURCHASE, RETIREMENT OR