OTHER PERSON OR PERMIT ANY OTHER PERSON TO MERGE INTO OR
CONSOLIDATE WITH IT; PROVIDED THAT THE PERSON SURVIVING SUCH MERGER SHALL BE THE
BORROWER (IF THE BORROWER IS A PARTY THERETO) OR A RESTRICTED SUBSIDIARY OF THE
BORROWER.
7.05
DISPOSITIONS.
MAKE ANY DISPOSITION OR ENTER INTO ANY AGREEMENT TO
MAKE ANY DISPOSITION, EXCEPT:
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(A)
DISPOSITIONS OF SURPLUS, OBSOLETE OR WORN OUT PROPERTY, WHETHER
NOW OWNED OR HEREAFTER ACQUIRED, IN THE ORDINARY COURSE OF BUSINESS;
(B)
DISPOSITIONS OF INVENTORY IN THE ORDINARY COURSE OF BUSINESS;
(C)
DISPOSITIONS OF EQUIPMENT OR REAL PROPERTY TO THE EXTENT THAT (I)
SUCH PROPERTY IS EXCHANGED FOR CREDIT AGAINST THE PURCHASE PRICE OF SIMILAR
REPLACEMENT PROPERTY OR (II) ALL OF SUBSTANTIALLY ALL OF THE PROCEEDS OF SUCH
DISPOSITION ARE REASONABLY PROMPTLY APPLIED TO THE PURCHASE PRICE OF SUCH
REPLACEMENT PROPERTY;
(D)
DISPOSITIONS OF PROPERTY BY ANY RESTRICTED SUBSIDIARY TO THE
BORROWER OR TO ANOTHER RESTRICTED SUBSIDIARY OR BY THE BORROWER TO A GUARANTOR;
PROVIDED THAT IF SUCH RESTRICTED SUBSIDIARY IS A GUARANTOR OR PLEDGOR, THE
TRANSFEREE THEREOF MUST EITHER BE THE BORROWER OR A GUARANTOR OR PLEDGOR;
(E)
THE LICENSING OR CROSS-LICENSING OF INTELLECTUAL PROPERTY IN THE
ORDINARY COURSE OF BUSINESS;
(F)
THE SALE OR ISSUANCE OF ANY SUBSIDIARY'S CAPITAL STOCK TO THE
BORROWER OR ANY RESTRICTED SUBSIDIARY TO THE EXTENT PERMITTED BY SECTION
7.03(C);
(G)
THE LEASING OR SUB-LEASING OF PROPERTY OR ASSETS IN THE ORDINARY
COURSE OF BUSINESS;
(H)
THE SALE OR DISCOUNT, IN EACH CASE WITHOUT RECOURSE AND IN THE
ORDINARY COURSE OF BUSINESS, OF OVERDUE ACCOUNTS RECEIVABLE ARISING IN THE
ORDINARY COURSE OF BUSINESS, BUT ONLY IN CONNECTION WITH THE COMPROMISE OR
COLLECTION THEREOF CONSISTENT WITH THE BORROWER'S OR SUCH RESTRICTED
SUBSIDIARY'S COMMERCIALLY REASONABLE JUDGMENT;
(I)
DISPOSITIONS TO GOVERNMENTAL AUTHORITIES AS THE RESULT OF THE
EXERCISE OF EMINENT DOMAIN OR DISPOSITIONS TO GOVERNMENTAL AUTHORITIES IN LIEU
OF SUCH EXERCISE, AND DISPOSITIONS TO INSURERS IN CONNECTION WITH THE SETTLEMENT
OF INSURANCE CLAIMS INVOLVING PROPERTY OR ASSETS THAT HAVE BEEN THE SUBJECT OF A
CASUALTY;
(J)
DISPOSITIONS OF THE CAPITAL STOCK OF UNRESTRICTED SUBSIDIARIES;
(K)
DISPOSITIONS CONSISTING OF RESTRICTED PAYMENTS PERMITTED BY
SECTION 7.06;
(L)
DISPOSITIONS CONSISTING OF INVESTMENTS PERMITTED BY SECTION 7.03;
(M)
DISPOSITIONS PERMITTED BY SECTION 7.04;
(N)
THE ABANDONMENT, TERMINATION OR OTHER DISPOSITION OF INTELLECTUAL
PROPERTY OR LEASEHOLD INTERESTS IN PROPERTY IN THE ORDINARY COURSE OF BUSINESS;
AND
(O)
OTHER DISPOSITIONS DURING ANY FISCAL YEAR OF PROPERTY OR ASSETS
HAVING AN AGGREGATE FAIR MARKET VALUE OF LESS THAN $50,000,000;
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provided, however, that any Disposition pursuant to Sections 7.05(a), (b), (c),
(d), (e), (g), (j), and (o) shall be for fair market value.
7.06
RESTRICTED PAYMENTS.
DECLARE OR MAKE, DIRECTLY OR INDIRECTLY, ANY
RESTRICTED PAYMENT, 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 RESTRICTED SUBSIDIARY MAY MAKE RESTRICTED PAYMENTS TO THE
BORROWER, ANY RESTRICTED SUBSIDIARY AND ANY OTHER PERSON THAT OWNS A DIRECT
EQUITY INTEREST IN SUCH RESTRICTED