SUCH OPINION SUCH COUNSEL MAY RELY ON SUCH CERTIFICATE OF SUCH RESPONSIBLE
OFFICER AS TO COMPLIANCE WITH THE FOREGOING CLAUSES (II) AND (III) OF THIS
SUBSECTION 7.3(A) AND AS TO ANY MATTERS OF FACT, AND (Y) NO SUCH LEGAL OPINION
WILL BE REQUIRED FOR A CONSOLIDATION, MERGER OR TRANSFER DESCRIBED IN CLAUSE (D)
OF THIS SUBSECTION 7.3.
(B)
ANY INDEBTEDNESS THAT BECOMES AN OBLIGATION
OF THE SUCCESSOR COMPANY OR ANY RESTRICTED SUBSIDIARY (OR THAT IS DEEMED TO BE
INCURRED BY ANY RESTRICTED SUBSIDIARY THAT BECOMES A RESTRICTED SUBSIDIARY) AS A
RESULT OF ANY SUCH TRANSACTION UNDERTAKEN IN COMPLIANCE WITH THIS SUBSECTION
7.3, AND ANY REFINANCING INDEBTEDNESS WITH RESPECT THERETO, SHALL BE DEEMED TO
HAVE BEEN INCURRED IN COMPLIANCE WITH SUBSECTION 7.1.
(C)
THE SUCCESSOR COMPANY WILL SUCCEED TO, AND
BE SUBSTITUTED FOR, AND MAY EXERCISE EVERY RIGHT AND POWER OF, THE BORROWER
UNDER THE LOAN DOCUMENTS, AND THEREAFTER THE PREDECESSOR BORROWER SHALL BE
RELIEVED OF ALL OBLIGATIONS AND COVENANTS UNDER THIS AGREEMENT, EXCEPT THAT THE
PREDECESSOR BORROWER IN THE CASE OF A LEASE OF ALL OR SUBSTANTIALLY ALL ITS
ASSETS WILL
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NOT BE RELEASED FROM THE OBLIGATION TO PAY THE PRINCIPAL OF AND INTEREST ON THE
TERM LOANS AND REIMBURSEMENT OBLIGATIONS OWING UNDER THE LC FACILITY.
(D)
CLAUSES (II) AND (III) OF THIS SUBSECTION
7.3(A) WILL NOT APPLY TO ANY TRANSACTION IN WHICH THE BORROWER CONSOLIDATES OR
MERGES WITH OR INTO OR TRANSFERS ALL OR SUBSTANTIALLY ALL ITS PROPERTIES AND
ASSETS TO (X) AN AFFILIATE INCORPORATED OR ORGANIZED FOR THE PURPOSE OF
REINCORPORATING OR REORGANIZING THE BORROWER IN ANOTHER JURISDICTION OR CHANGING
ITS LEGAL STRUCTURE TO A CORPORATION OR OTHER ENTITY OR (Y) A RESTRICTED
SUBSIDIARY OF THE BORROWER SO LONG AS ALL ASSETS OF THE BORROWER AND ITS
RESTRICTED SUBSIDIARIES IMMEDIATELY PRIOR TO SUCH TRANSACTION (OTHER THAN
CAPITAL STOCK OF SUCH RESTRICTED SUBSIDIARY) ARE OWNED BY SUCH RESTRICTED
SUBSIDIARY AND ITS RESTRICTED SUBSIDIARIES IMMEDIATELY AFTER THE CONSUMMATION
THEREOF.
SUBSECTION 7.3(A) WILL NOT APPLY TO (1) ANY TRANSACTION IN WHICH ANY
RESTRICTED SUBSIDIARY CONSOLIDATES WITH, MERGES INTO OR TRANSFERS ALL OR PART OF
ITS ASSETS TO THE BORROWER OR (2) THE TRANSACTIONS.
7.4
LIMITATION ON ASSET DISPOSITIONS; PROCEEDS
FROM ASSET DISPOSITIONS AND RECOVERY EVENTS
(A)
THE BORROWER WILL NOT, AND WILL NOT PERMIT
ANY MATERIAL RESTRICTED SUBSIDIARY TO, MAKE ANY ASSET DISPOSITION UNLESS:
(I)
THE BORROWER OR SUCH RESTRICTED
SUBSIDIARY RECEIVES CONSIDERATION (INCLUDING BY WAY OF RELIEF FROM, OR BY ANY
OTHER PERSON ASSUMING RESPONSIBILITY FOR, ANY LIABILITIES, CONTINGENT OR
OTHERWISE) AT THE TIME OF SUCH ASSET DISPOSITION AT LEAST EQUAL TO THE FAIR
MARKET VALUE OF THE SHARES AND ASSETS SUBJECT TO SUCH ASSET DISPOSITION, AS SUCH
FAIR MARKET VALUE SHALL BE DETERMINED IN GOOD FAITH BY THE BORROWER, WHICH
DETERMINATION SHALL BE CONCLUSIVE (INCLUDING AS TO THE VALUE OF ALL NON-CASH
CONSIDERATION),
(II)
IN THE CASE OF ANY ASSET DISPOSITION (OR
SERIES OF RELATED ASSET DISPOSITIONS) HAVING A FAIR MARKET VALUE OF
$25.0 MILLION OR MORE, AT LEAST 75% OF THE CONSIDERATION THEREFOR (EXCLUDING, IN
THE