GOOD FAITH THAT SUCH LIQUIDATION OR DISSOLUTION IS IN THE BEST INTERESTS OF
THE PARENT; AND
(E)
MERGER SUBSIDIARY MAY CONSUMMATE THE MERGER; AND
(F)
ANY SUBSIDIARY MAY MERGE, AMALGAMATE OR CONSOLIDATE WITH OR INTO
ANOTHER
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PERSON OR DISPOSE OF ALL OR SUBSTANTIALLY ALL OF ITS ASSETS TO OR IN FAVOR OF
ANOTHER PERSON IN ANY DISPOSITION PERMITTED PURSUANT TO SECTION 7.05.
7.05
Dispositions.
Make any Disposition, except:
(A)
DISPOSITIONS OF OBSOLETE, SURPLUS OR WORN OUT PROPERTY, WHETHER
NOW OWNED OR HEREAFTER ACQUIRED, IN THE ORDINARY COURSE OF BUSINESS;
(B)
DISPOSITIONS OF INVENTORY AND CASH EQUIVALENTS, IN EACH CASE 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) THE PROCEEDS OF SUCH DISPOSITION ARE REASONABLY
PROMPTLY APPLIED TO THE PURCHASE PRICE OF SUCH REPLACEMENT PROPERTY;
(D)
DISPOSITIONS OF PROPERTY BY ANY SUBSIDIARY TO THE PARENT OR TO A
SUBSIDIARY, PROVIDED THAT IF THE TRANSFEROR IN SUCH A TRANSACTION IS A
SUBSIDIARY GUARANTOR, THEN THE TRANSFEREE MUST EITHER BE THE PARENT OR A
SUBSIDIARY GUARANTOR;
(E)
DISPOSITIONS PERMITTED BY SECTION 7.04 (OTHER THAN SECTION
7.04(F)) OR SECTION 7.06;
(F)
SUBJECT TO THE PROVISO BELOW, DISPOSITIONS BY THE PARENT AND ITS
SUBSIDIARIES OF PROPERTY PURSUANT TO SALE-LEASEBACK TRANSACTIONS, PROVIDED THAT
THE BOOK VALUE OF ALL PROPERTY SO DISPOSED OF FROM AND AFTER THE CLOSING DATE
SHALL NOT EXCEED $200,000,000 ;
(G)
LICENSES OR SUBLICENSES OF INTELLECTUAL PROPERTY, AND LEASES OR
SUBLEASES OF PROPERTY, IN EACH CASE IN THE ORDINARY COURSE OF BUSINESS;
(H)
DISPOSITIONS OF ACCOUNTS RECEIVABLES PERMITTED IN CONNECTION WITH
ANY SECURITIZATION TO THE EXTENT SUCH SECURITIZATION, IF STRUCTURED AS A SECURED
FINANCING, WOULD HAVE BEEN PERMITTED BY 7.01(CC);
(I)
THE DISPOSITION OF THE HEAT TREAT FACILITY LOCATED IN
BLYTHEVILLE, ARKANSAS TO THE CITY OF BLYTHEVILLE; AND
(J)
SUBJECT TO THE PROVISO BELOW, DISPOSITIONS BY THE PARENT AND ITS
SUBSIDIARIES NOT OTHERWISE PERMITTED UNDER THIS SECTION 7.05;
provided that at the time of any Disposition pursuant to Sections 7.05(f) and
(j), (i) no Default shall exist or would result from such Disposition and (ii)
the aggregate fair market value of all property Disposed of from and after the
Closing Date in reliance on Sections 7.05(f) and (j) shall not exceed 15% of
Consolidated Total Assets (determined at the time of any such Disposition).
7.06
Restricted Payments.
Declare or make 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 SUBSIDIARY MAY MAKE RESTRICTED PAYMENTS TO THE PARENT, THE
SUBSIDIARY GUARANTORS AND, RATABLY ACCORDING TO THEIR RESPECTIVE HOLDINGS OF THE
TYPE OF EQUITY INTEREST IN
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RESPECT OF WHICH SUCH RESTRICTED PAYMENT IS BEING MADE, TO ANY OTHER PERSON THAT
OWNS AN EQUITY INTEREST IN SUCH SUBSIDIARY; AND THE PARENT AND ANY OTHER
SUBSIDIARY MAY REPURCHASE, REDEEM, RETIRE OR ACQUIRE ANY EQUITY INTERESTS HELD