ASSIGN, LEASE, LICENSE, TRANSFER, ABANDON OR
OTHERWISE DISPOSE OF ANY CAPITAL STOCK OR INDEBTEDNESS TO ANY OTHER PERSON OR
ANY OF ITS ASSETS TO ANY OTHER PERSON, EXCEPT FOR:
(I)
PERMITTED DISPOSITIONS,
(II)
THE SALE BY BORROWERS OF SECURITIZATION ASSETS PURSUANT
TO A PERMITTED SECURITIZATION FACILITY IN ACCORDANCE WITH THE TERMS OF THE
SECURITIZATION FACILITY DOCUMENTS WHICH SALE SHALL BE FREE AND CLEAR OF THE
SECURITY INTEREST AND LIEN OF AGENT IN SUCH SECURITIZATION ASSETS SO SOLD PRIOR
TO THE AUTOMATIC RELEASE TERMINATION (AS DEFINED IN THE SECURITIZATION
INTERCREDITOR AGREEMENT) AND OTHERWISE SUBJECT TO THE TERMS OF THE
SECURITIZATION INTERCREDITOR AGREEMENT;
(III)
THE ISSUANCE AND SALE BY ANY BORROWER, GUARANTOR OR
RESTRICTED SUBSIDIARY OF CAPITAL STOCK OF SUCH BORROWER, GUARANTOR OR SUBSIDIARY
AFTER THE DATE HEREOF; PROVIDED, THAT, (A) AGENT SHALL HAVE RECEIVED NOT LESS
THAN TEN (10) BUSINESS DAYS' PRIOR WRITTEN NOTICE OF SUCH ISSUANCE AND SALE BY
SUCH BORROWER, GUARANTOR OR SUBSIDIARY, WHICH NOTICE SHALL SPECIFY WHETHER SUCH
SHARES ARE TO BE SOLD PURSUANT TO A PUBLIC OFFERING OR IF NOT A PUBLIC OFFERING,
THEN THE PARTIES TO WHOM SUCH SHARES ARE TO BE SOLD, THE TERMS OF SUCH SALE, THE
TOTAL AMOUNT WHICH IT IS ANTICIPATED WILL BE REALIZED FROM THE ISSUANCE AND SALE
OF SUCH STOCK AND THE NET CASH PROCEEDS WHICH IT IS ANTICIPATED WILL BE RECEIVED
BY SUCH BORROWER OR GUARANTOR FROM SUCH SALE, (B) SUCH BORROWER, GUARANTOR OR
SUBSIDIARY SHALL NOT BE REQUIRED TO PAY ANY CASH DIVIDENDS OR REPURCHASE OR
REDEEM SUCH CAPITAL STOCK OR MAKE ANY OTHER PAYMENTS IN RESPECT THEREOF, EXCEPT
AS OTHERWISE PERMITTED IN SECTION 9.11 HEREOF, (C) THE TERMS OF SUCH CAPITAL
STOCK, AND THE TERMS AND CONDITIONS OF THE PURCHASE AND SALE THEREOF, SHALL NOT
INCLUDE ANY TERMS THAT INCLUDE ANY LIMITATION ON THE RIGHT OF ANY BORROWER TO
REQUEST OR RECEIVE LOANS OR LETTERS OF CREDIT OR THE RIGHT OF ANY BORROWER AND
GUARANTOR TO AMEND OR MODIFY ANY OF THE TERMS AND CONDITIONS OF THIS AGREEMENT
OR ANY OF THE OTHER FINANCING AGREEMENTS OR OTHERWISE IN ANY WAY RELATE TO OR
AFFECT THE ARRANGEMENTS OF BORROWERS AND GUARANTORS WITH AGENT AND LENDERS OR
ARE MORE RESTRICTIVE OR BURDENSOME TO ANY BORROWER OR GUARANTOR THAN THE TERMS
OF ANY CAPITAL STOCK IN EFFECT ON THE DATE HEREOF, (D) EXCEPT AS AGENT MAY
OTHERWISE AGREE IN WRITING, AT ANY TIME A CASH DOMINION EVENT HAS OCCURRED, ALL
OF THE PROCEEDS OF THE SALE AND ISSUANCE OF SUCH CAPITAL STOCK SHALL BE PAID TO
AGENT FOR APPLICATION TO THE OBLIGATIONS IN ACCORDANCE WITH THE TERMS HEREOF AND
(E) AS OF THE DATE OF SUCH ISSUANCE AND SALE AND AFTER GIVING EFFECT THERETO, NO
DEFAULT OR EVENT OF DEFAULT SHALL EXIST OR HAVE OCCURRED,
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(IV)
THE ISSUANCE OF CAPITAL STOCK OF ANY BORROWER, GUARANTOR OR
SUBSIDIARY CONSISTING OF COMMON STOCK PURSUANT TO AN EMPLOYEE STOCK OPTION OR
GRANT OR SIMILAR EQUITY PLAN OR 401(K) PLANS OF SUCH BORROWER OR GUARANTOR FOR
THE BENEFIT OF ITS EMPLOYEES, DIRECTORS