GOVERNMENTAL AUTHORITY OF THE STATE OF OHIO
PURSUANT TO A PERMITTED OHIO SALE/LEASEBACK;
(H)
DISPOSITIONS OF PROPERTY BY ANY UNRESTRICTED SUBSIDIARY THAT COULD NOT
REASONABLY BE EXPECTED INDIVIDUALLY OR IN THE AGGREGATE TO HAVE A MATERIAL
ADVERSE EFFECT;
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(I)
DISPOSITIONS OF INTELLECTUAL PROPERTY TO A ROYALTY-BACKED FINANCING
SUBSIDIARY IN ACCORDANCE WITH A PERMITTED ROYALTY-BACKED FINANCING, PROVIDED
THAT SUCH DISPOSITION OCCURS PRIOR TO THE DATE OF ANY COVENANT TRIGGERING EVENT;
(J)
SO LONG AS IMMEDIATELY BEFORE AND AFTER GIVING PRO FORMA EFFECT TO SUCH
DISPOSITION NO COVENANT TRIGGERING EVENT HAS OCCURRED AND NO DEFAULT HAS
OCCURRED AND IS CONTINUING, DISPOSITIONS OF PROPERTY BY THE COMPANY OR ANY OTHER
LOAN PARTY NOT OTHERWISE PERMITTED UNDER THIS SECTION 7.05 IN AN AGGREGATE
AMOUNT NOT TO EXCEED $10,000,000 IN ANY FISCAL YEAR;
(K)
DISPOSITION OF CASH AND CASH EQUIVALENTS IN THE ORDINARY COURSE OF
BUSINESS; PROVIDED, THAT AFTER THE OCCURRENCE OF AN ACTIVATION EVENT,
DISPOSITIONS OF CASH OR CASH EQUIVALENTS HELD IN AN ACCOUNT SUBJECT TO AN
ACCOUNT CONTROL AGREEMENT SHALL BE GOVERNED BY SUCH ACCOUNT CONTROL AGREEMENT;
(L)
DISPOSITION OF CONDEMNED PROPERTY BY TRANSFER TO THE APPLICABLE
GOVERNMENTAL AUTHORITY (WHETHER BY DEED IN LIEU OF CONDEMNATION OR OTHERWISE)
AND TRANSFER OF PROPERTY SUBJECT TO A CASUALTY TO THE APPLICABLE INSURER OF SUCH
PROPERTY OR ITS DESIGNEE IN CONNECTION WITH AN INSURANCE SETTLEMENT; AND
(M)
LEASES AND SUBLEASES OF REAL PROPERTY PERMITTED BY SECTION 7.01(O);
provided, however, that any Disposition pursuant to Section 7.05(a) through
Section 7.05(f), Section 7.05(j), Section 7.05(k) and Section 7.05(m) 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 THE COMPANY 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;
(B)
THE COMPANY 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)
THE COMPANY AND EACH UNRESTRICTED SUBSIDIARY MAY PURCHASE, REDEEM OR
OTHERWISE ACQUIRE ITS EQUITY INTERESTS WITH THE PROCEEDS RECEIVED FROM THE
SUBSTANTIALLY CONCURRENT ISSUE OF NEW EQUITY INTERESTS;
(D)
ANY FOREIGN SUBSIDIARY MAY ISSUE DIRECTOR'S QUALIFYING SHARES OR SIMILAR
EQUITY INTERESTS TO THE EXTENT REQUIRED BY APPLICABLE LAW;
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(E)
THE COMPANY MAY ISSUE (I) COMMON EQUITY INTERESTS AND STOCK OPTIONS,
(II) SERIES A JUNIOR PARTICIPATING PREFERRED STOCK IN ACCORDANCE WITH THE RIGHTS
AGREEMENT (SO LONG AS SUCH ISSUANCE WOULD NOT RESULT IN A CHANGE OF CONTROL),
AND (III) SO LONG AS NO COVENANT TRIGGERING EVENT HAS OCCURRED OR WOULD OCCUR AS
A RESULT THEREOF, ANY OTHER