CONTINUING OR SURVIVING PERSON;
(B)
ANY SUBSIDIARY THAT IS NOT A LOAN PARTY MAY
MERGE OR CONSOLIDATE WITH OR INTO ANY OTHER SUBSIDIARY THAT IS NOT A LOAN PARTY;
(C)
ANY SUBSIDIARY MAY DISPOSE OF ALL OR
SUBSTANTIALLY ALL OF ITS ASSETS (UPON VOLUNTARY LIQUIDATION OR OTHERWISE) TO THE
BORROWER OR ANOTHER SUBSIDIARY; PROVIDED, THAT, IF THE TRANSFEROR IN SUCH A
TRANSACTION IS A LOAN PARTY, THEN (I) THE TRANSFEREE MUST BE A LOAN PARTY OR
(II) TO THE EXTENT CONSTITUTING AN INVESTMENT, SUCH INVESTMENT MUST BE A
PERMITTED INVESTMENT IN OR
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INDEBTEDNESS OF A SUBSIDIARY WHICH IS NOT A LOAN PARTY IN ACCORDANCE WITH
SECTION 7.02 AND SECTION 7.03, RESPECTIVELY;
(D)
SO LONG AS NO DEFAULT EXISTS OR WOULD RESULT
THEREFROM, THE BORROWER MAY MERGE WITH ANY OTHER PERSON IN ACCORDANCE WITH
SECTION 7.02(J); PROVIDED, THAT, THE BORROWER SHALL BE THE CONTINUING OR
SURVIVING CORPORATION;
(E)
SO LONG AS NO DEFAULT EXISTS OR WOULD
RESULT THEREFROM, ANY SUBSIDIARY MAY MERGE WITH ANY OTHER PERSON IN ORDER TO
EFFECT AN INVESTMENT PERMITTED PURSUANT TO SECTION 7.02; PROVIDED, THAT, THE
CONTINUING OR SURVIVING PERSON SHALL BE A SUBSIDIARY, WHICH TOGETHER WITH EACH
OF ITS SUBSIDIARIES, SHALL HAVE COMPLIED WITH THE COLLATERAL AND GUARANTEE
REQUIREMENTS AND THE REQUIREMENTS OF SECTION 6.11;
(F)
THE ACQUISITION MAY BE CONSUMMATED; AND
(G)
SO LONG AS NO DEFAULT EXISTS OR WOULD RESULT
THEREFROM, A MERGER, DISSOLUTION, LIQUIDATION, CONSOLIDATION OR DISPOSITION, THE
PURPOSE OF WHICH IS TO EFFECT A DISPOSITION PERMITTED PURSUANT TO
SECTION 7.04(C) OR SECTION 7.05, MAY BE EFFECTED.
Section 7.05
Dispositions.
Make any Disposition
or enter into any agreement to make any Disposition, except:
(A)
DISPOSITIONS OF OBSOLETE, WORN OUT OR
SURPLUS 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 BORROWER AND ITS SUBSIDIARIES;
(B)
DISPOSITIONS OF INVENTORY AND IMMATERIAL
ASSETS IN THE ORDINARY COURSE OF BUSINESS (INCLUDING ALLOWING ANY REGISTRATIONS
OR ANY APPLICATIONS FOR REGISTRATION OF ANY IMMATERIAL INTELLECTUAL PROPERTY TO
LAPSE OR GO ABANDONED 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 THAT IS PROMPTLY PURCHASED OR (II) THE PROCEEDS OF SUCH
DISPOSITION ARE PROMPTLY APPLIED TO THE PURCHASE PRICE OF SUCH REPLACEMENT
PROPERTY (WHICH REPLACEMENT PROPERTY IS ACTUALLY PROMPTLY PURCHASED);
(D)
DISPOSITIONS OF PROPERTY TO THE BORROWER OR
A SUBSIDIARY; PROVIDED, THAT, IF THE TRANSFEROR OF SUCH PROPERTY IS A LOAN PARTY
(I) THE TRANSFEREE THEREOF MUST BE A LOAN PARTY OR (II) TO THE EXTENT SUCH
TRANSACTION CONSTITUTES AN INVESTMENT, SUCH TRANSACTION IS PERMITTED UNDER
SECTION 7.02;
(E)
DISPOSITIONS PERMITTED BY SECTION 7.02,
SECTION 7.04 AND SECTION 7.06 AND LIENS PERMITTED BY SECTION 7.01;
(F)
DISPOSITIONS IN THE ORDINARY COURSE OF
BUSINESS OF CASH EQUIVALENTS;
(G)
LICENSES GRANTED TO A PERSON OF SELECTED
DATA FROM THE BORROWER'S AND/OR ANY SUBSIDIARY'S DATA LIBRARY IN EXCHANGE FOR