PERMIT ANY OTHER PERSON TO MERGE INTO OR CONSOLIDATE WITH IT; PROVIDED
THAT (I) THE PERSON SURVIVING SUCH MERGER SHALL BE A WHOLLY-OWNED SUBSIDIARY OF
A BORROWER AND (II) IN THE CASE OF ANY SUCH MERGER TO WHICH ANY LOAN PARTY
(OTHER THAN A BORROWER) IS A PARTY, SUCH LOAN PARTY IS THE SURVIVING PERSON; AND
(F)
SO LONG AS NO DEFAULT HAS OCCURRED AND IS CONTINUING OR WOULD
RESULT THEREFROM, ANY SUBSIDIARY OF THE BORROWERS MAY MERGE INTO OR CONSOLIDATE
WITH ANY OTHER PERSON OR PERMIT ANY OTHER PERSON TO MERGE INTO OR CONSOLIDATE
WITH IT; PROVIDED, HOWEVER, THAT IN EACH CASE, IMMEDIATELY AFTER GIVING EFFECT
THERETO (I) IN THE CASE OF ANY SUCH MERGER TO WHICH A BORROWER IS A PARTY, SUCH
BORROWER IS THE SURVIVING CORPORATION AND (II) IN THE CASE OF ANY SUCH MERGER TO
WHICH ANY LOAN PARTY (OTHER THAN THE BORROWERS) IS A PARTY, SUCH LOAN PARTY IS
THE SURVIVING CORPORATION.
7.05
DISPOSITIONS.
MAKE ANY DISPOSITION OR ENTER INTO ANY AGREEMENT TO
MAKE ANY DISPOSITION, EXCEPT:
(A)
DISPOSITIONS OF OBSOLETE, SURPLUS OR WORN OUT PROPERTY, WHETHER
NOW OWNED OR HEREAFTER ACQUIRED, IN THE ORDINARY COURSE OF BUSINESS;
(B)
DISPOSITIONS OF INVENTORY IN THE ORDINARY COURSE OF BUSINESS;
(C)
DISPOSITIONS OF EQUIPMENT OR REAL 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 REASONABLY
PROMPTLY APPLIED TO THE PURCHASE PRICE OF SUCH REPLACEMENT PROPERTY;
(D)
DISPOSITIONS OF PROPERTY BY ANY SUBSIDIARY TO A BORROWER OR TO A
WHOLLY-OWNED SUBSIDIARY; PROVIDED THAT IF THE TRANSFEROR OF SUCH PROPERTY IS A
GUARANTOR, THE TRANSFEREE THEREOF MUST EITHER BE A BORROWER OR A GUARANTOR; AND
(E)
DISPOSITIONS PERMITTED BY SECTION 7.04;
provided, however, that any Disposition pursuant to Section 7.05(a) through
Section 7.05(e) 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,
OR ISSUE OR SELL ANY EQUITY INTERESTS OR ACCEPT ANY CAPITAL CONTRIBUTIONS,
EXCEPT THAT, SO LONG AS NO DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING AT THE
TIME OF ANY ACTION DESCRIBED BELOW OR WOULD RESULT THEREFROM:
(A)
EACH SUBSIDIARY MAY MAKE RESTRICTED PAYMENTS TO A BORROWER, ANY
SUBSIDIARIES OF ANY BORROWER THAT ARE GUARANTORS AND ANY OTHER PERSON THAT OWNS
A DIRECT EQUITY INTEREST IN SUCH SUBSIDIARY, RATABLY ACCORDING TO THEIR
RESPECTIVE HOLDINGS OF THE TYPE OF EQUITY INTEREST IN RESPECT OF WHICH SUCH
RESTRICTED PAYMENT IS BEING MADE;
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(B)
EACH BORROWER AND EACH 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)
GROUP MAY MAKE PAYMENTS TO HOLDINGS IN AN AMOUNT NOT TO EXCEED AN
AMOUNT NECESSARY TO PERMIT HOLDINGS TO PAY (I) REASONABLE AND CUSTOMARY
CORPORATE AND OPERATING EXPENSES (INCLUDING REASONABLE OUT-OF-POCKET EXPENSES
FOR LEGAL, ADMINISTRATIVE AND ACCOUNTING SERVICES PROVIDED BY THIRD PARTIES, AND
COMPENSATION, BENEFITS AND