AFTER SUCH TRANSACTION, NO EVENT OF DEFAULT EXISTS.
Notwithstanding the foregoing, Holdings may consolidate with, merge into or
sell, assign, transfer, convey, lease or otherwise dispose of all or part of its
properties and assets to the Borrower or to another Guarantor.
Section 6.05.
Dispositions.
Cause, make or suffer to exist a Disposition,
except:
(A)
ANY DISPOSITION OF CASH EQUIVALENTS OR INVESTMENT GRADE SECURITIES
OR OBSOLETE, WORN OUT, UNECONOMICAL OR SURPLUS ASSETS IN THE ORDINARY COURSE OF
BUSINESS OR ANY DISPOSITION OF INVENTORY OR GOODS (OR OTHER ASSETS) HELD FOR
SALE IN THE ORDINARY COURSE OF BUSINESS;
(B)
THE DISPOSITION OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE
BORROWER AND ITS RESTRICTED SUBSIDIARIES IN A MANNER PERMITTED PURSUANT TO THE
PROVISIONS DESCRIBED ABOVE UNDER SECTION 6.04;
(C)
THE MAKING OF ANY RESTRICTED PAYMENT OR PERMITTED INVESTMENT THAT
IS PERMITTED TO BE MADE, AND IS MADE (INCLUDING PAYMENTS IN RESPECT THEREOF),
UNDER SECTION 6.03;
(D)
ANY DISPOSITION OF PROPERTY OR ASSETS OR ISSUANCE OF EQUITY
INTERESTS (A) BY A RESTRICTED SUBSIDIARY OF THE BORROWER TO THE BORROWER OR (B)
BY THE BORROWER OR A RESTRICTED SUBSIDIARY OF THE BORROWER TO ANOTHER RESTRICTED
SUBSIDIARY OF THE BORROWER; PROVIDED THAT IN THE CASE OF ANY EVENT DESCRIBED IN
CLAUSE (B) WHERE THE TRANSFEREE OR
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PURCHASER IS NOT A GUARANTOR, THEN AT THE OPTION OF THE BORROWER, EITHER (1)
SUCH DISPOSITION SHALL CONSTITUTE A DISPOSITION FOR PURPOSES OF THE DEFINITION
OF PREPAYMENT ASSET SALE OR (2) THE NET CASH PROCEEDS THEREOF, WHEN AGGREGATED
WITH THE AMOUNT OF PERMITTED INVESTMENTS MADE PURSUANT TO CLAUSES (A) AND (C) OF
THE DEFINITION THEREOF, SHALL NOT EXCEED THE AMOUNT PERMITTED BY SECTION
6.03(D);
(E)
ANY PERMITTED ASSET SWAP;
(F)
THE SALE, LEASE, LEASE ASSIGNMENT OR SUB-LEASE OF ANY REAL,
INTANGIBLE OR PERSONAL PROPERTY IN THE ORDINARY COURSE OF BUSINESS;
(G)
ANY ISSUANCE OR SALE OF EQUITY INTERESTS IN, OR INDEBTEDNESS OR
OTHER SECURITIES OF, AN UNRESTRICTED SUBSIDIARY;
(h)
any sale or other disposition in connection with any financing
transaction with respect to property built or acquired by the Borrower or any
Restricted Subsidiary after the Closing Date, including Sale and Lease-Back
Transactions and asset securitizations permitted under this Agreement;
(I)
SALES OF ACCOUNTS RECEIVABLE OR RIGHTS TO FUTURE ADVISORY FEES
(I) IN CONNECTION WITH THE COLLECTION OR COMPROMISE THEREOF OR (II) OR
PARTICIPATIONS THEREIN, IN CONNECTION WITH ANY RECEIVABLES FACILITY;
(J)
TRANSFERS OF PROPERTY SUBJECT TO CASUALTY OR CONDEMNATION
PROCEEDINGS (INCLUDING IN LIEU THEREOF) UPON THE RECEIPT OF THE NET CASH
PROCEEDS THEREFOR; PROVIDED SUCH TRANSFER SHALL CONSTITUTE A PROPERTY LOSS
EVENT;
(K)
THE ABANDONMENT OF INTELLECTUAL PROPERTY RIGHTS IN THE ORDINARY
COURSE OF BUSINESS, WHICH IN THE REASONABLE GOOD FAITH DETERMINATION OF THE
BORROWER OR A RESTRICTED SUBSIDIARY ARE NOT MATERIAL TO THE CONDUCT OF THE
BUSINESS OF THE BORROWER AND ITS RESTRICTED SUBSIDIARIES TAKEN AS A WHOLE;
(L)
VOLUNTARY TERMINATIONS OF HEDGING OBLIGATIONS;
(M)
ANY ISSUANCE OF EQUITY INTERESTS IN ANY RESTRICTED SUBSIDIARY TO
ANY OFFICER, DIRECTOR, CONSULTANT OR EMPLOYEE OF THE