PARTY INTO OR WITH
ANY OTHER SUBSIDIARY THAT IS NOT A SUBSIDIARY LOAN PARTY, (IV) THE LIQUIDATION
OR DISSOLUTION OR CHANGE IN FORM OF ENTITY OF ANY SUBSIDIARY (OTHER THAN THE
BORROWERS) IF THE BORROWERS DETERMINE IN GOOD FAITH THAT SUCH LIQUIDATION,
DISSOLUTION OR CHANGE IN FORM IS IN THE BEST INTERESTS OF THE BORROWERS AND IS
NOT MATERIALLY DISADVANTAGEOUS TO THE LENDERS OR (V) ANY SUBSIDIARY MAY MERGE
WITH ANY OTHER PERSON IN ORDER TO EFFECT AN INVESTMENT PERMITTED PURSUANT TO
SECTION 6.04 SO LONG AS THE CONTINUING OR SURVIVING PERSON SHALL BE A
SUBSIDIARY, WHICH SHALL BE A LOAN PARTY IF THE MERGING SUBSIDIARY WAS A LOAN
PARTY AND WHICH TOGETHER WITH EACH OF THEIR SUBSIDIARIES SHALL HAVE COMPLIED
WITH THE REQUIREMENTS OF SECTION 5.10;
(C)
SALES, TRANSFERS, LEASES OR OTHER DISPOSITIONS TO THE BORROWERS OR
A SUBSIDIARY (UPON VOLUNTARY LIQUIDATION OR OTHERWISE); PROVIDED, THAT ANY
SALES, TRANSFERS, LEASES OR OTHER DISPOSITIONS BY A LOAN PARTY TO A SUBSIDIARY
THAT IS NOT A SUBSIDIARY LOAN PARTY IN RELIANCE ON THIS PARAGRAPH (C) SHALL BE
MADE IN COMPLIANCE WITH SECTION 6.07 AND SHALL BE INCLUDED IN 6.05(G);
(D)
SALE AND LEASE-BACK TRANSACTIONS PERMITTED BY SECTION 6.03;
(E)
INVESTMENTS PERMITTED BY SECTION 6.04, PERMITTED LIENS, DIVIDENDS
PERMITTED BY SECTION 6.06 AND PURCHASES AND LEASES PERMITTED BY SECTION 6.10;
(F)
THE SALE OF DEFAULTED RECEIVABLES IN THE ORDINARY COURSE OF
BUSINESS AND NOT AS PART OF AN ACCOUNTS RECEIVABLES FINANCING TRANSACTION;
(G)
SALES, TRANSFERS, LEASES OR OTHER DISPOSITIONS OF ASSETS NOT
OTHERWISE PERMITTED BY THIS SECTION 6.05 (OR REQUIRED TO BE INCLUDED IN THIS
CLAUSE (G) PURSUANT TO SECTION 6.05(C)); PROVIDED, THAT (I) THE AGGREGATE GROSS
PROCEEDS (INCLUDING NON-CASH PROCEEDS) OF ANY OR ALL ASSETS SOLD, TRANSFERRED,
LEASED OR OTHERWISE DISPOSED OF IN RELIANCE
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UPON THIS PARAGRAPH (G) SHALL NOT EXCEED, IN ANY FISCAL YEAR OF THE BORROWERS,
THE GREATER OF (X) $100.0 MILLION AND (Y) 5% OF CONSOLIDATED TOTAL ASSETS AS OF
THE END OF THE FISCAL QUARTER IMMEDIATELY PRIOR TO THE DATE OF SUCH INCURRENCE
FOR WHICH FINANCIAL STATEMENTS HAVE BEEN DELIVERED PURSUANT TO SECTION 5.04,
(II) NO DEFAULT OR EVENT OF DEFAULT EXISTS OR WOULD RESULT THEREFROM, (III) WITH
RESPECT TO ANY SUCH SALE, TRANSFER, LEASE OR OTHER DISPOSITION WITH AGGREGATE
GROSS PROCEEDS (INCLUDING NON-CASH PROCEEDS) IN EXCESS OF $10.0 MILLION,
IMMEDIATELY AFTER GIVING EFFECT THERETO, THE BORROWERS SHALL BE IN PRO FORMA
COMPLIANCE, AND (IV) THE NET PROCEEDS THEREOF ARE APPLIED IN ACCORDANCE WITH
SECTION 2.11(B);
(H)
PERMITTED BUSINESS ACQUISITIONS (INCLUDING ANY MERGER OR
CONSOLIDATION IN ORDER TO EFFECT A PERMITTED BUSINESS ACQUISITION); PROVIDED,
THAT FOLLOWING ANY SUCH MERGER OR CONSOLIDATION (I) INVOLVING ANY BORROWER, SUCH
BORROWER IS THE SURVIVING CORPORATION, (II) INVOLVING A DOMESTIC SUBSIDIARY, THE
SURVIVING OR RESULTING ENTITY SHALL BE A SUBSIDIARY LOAN PARTY THAT IS A WHOLLY
OWNED SUBSIDIARY AND (III) INVOLVING A FOREIGN SUBSIDIARY, THE SURVIVING OR
RESULTING ENTITY SHALL BE A WHOLLY OWNED SUBSIDIARY;
(I)
LEASES, LICENSES (ON A NON-EXCLUSIVE BASIS WITH RESPECT TO
INTELLECTUAL PROPERTY), OR SUBLEASES OR