JURISDICTIONAL REQUIREMENT
SHALL BE SATISFIED;
(D)
UHS AND ITS RESTRICTED SUBSIDIARIES MAY CONSUMMATE THE ACQUISITION
AND THE TRANSACTIONS CONTEMPLATED THEREBY; AND
(E)
SO LONG AS NO EVENT OF DEFAULT EXISTS OR WOULD RESULT THEREFROM, A
MERGER, DISSOLUTION, LIQUIDATION OR CONSOLIDATION, THE PURPOSE OF WHICH IS TO
EFFECT A DISPOSITION PERMITTED PURSUANT TO
95
SECTION 7.05, MAY BE EFFECTED; PROVIDED THAT IF ANY BORROWER IS A PARTY TO ANY
TRANSACTION EFFECTED PURSUANT TO THIS SECTION 7.04(E), (I) SUCH BORROWER SHALL
BE THE CONTINUING OR SURVIVING PERSON OR THE CONTINUING OR SURVIVING PERSON
SHALL EXPRESSLY ASSUME THE OBLIGATIONS OF SUCH BORROWER IN A MANNER REASONABLY
ACCEPTABLE TO THE ADMINISTRATIVE AGENT AND (II) THE JURISDICTIONAL REQUIREMENT
SHALL BE SATISFIED.
SECTION 7.05.
Dispositions.
Make any Disposition except:
(A)
DISPOSITIONS OF OBSOLETE, USED, SURPLUS OR WORN OUT PROPERTY,
WHETHER NOW OWNED OR HEREAFTER ACQUIRED, IN THE ORDINARY COURSE OF BUSINESS,
DISPOSITIONS OF EQUIPMENT IN THE ORDINARY COURSE OF BUSINESS IN ACCORDING WITH
PAST PRACTICE AND DISPOSITIONS OF PROPERTY NO LONGER USED OR USEFUL IN THE
CONDUCT OF THE BUSINESS OF THE BORROWERS AND THE RESTRICTED SUBSIDIARIES;
(B)
SALE OR DISCOUNT WITHOUT RECOURSE OF ACCOUNTS RECEIVABLE ARISING
IN THE ORDINARY COURSE OF BUSINESS IN CONNECTION WITH THE COMPROMISE OR
COLLECTION THEREOF;
(C)
DISPOSITIONS OF INVENTORY, CASH AND IMMATERIAL ASSETS IN THE
ORDINARY COURSE OF BUSINESS;
(D)
DISPOSITIONS OF 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 PROMPTLY APPLIED TO THE PURCHASE
PRICE OF SUCH REPLACEMENT PROPERTY;
(E)
DISPOSITIONS OF PROPERTY BY ANY BORROWER OR ANY RESTRICTED
SUBSIDIARY TO ANY BORROWER OR ANY OTHER RESTRICTED SUBSIDIARY (INCLUDING ANY
SUCH DISPOSITION EFFECTED PURSUANT TO A MERGER, LIQUIDATION OR DISSOLUTION);
PROVIDED THAT IF THE TRANSFEROR OF SUCH PROPERTY IS A GUARANTOR OR A BORROWER
(I) THE TRANSFEREE THEREOF MUST EITHER BE A BORROWER OR A GUARANTOR OR (II) TO
THE EXTENT SUCH TRANSACTION CONSTITUTES AN INVESTMENT, SUCH TRANSACTION IS
PERMITTED UNDER SECTION 7.02;
(F)
DISPOSITIONS PERMITTED BY SECTION 7.02, SECTION 7.04 AND
SECTION 7.06 AND LIENS PERMITTED BY SECTION 7.01;
(G)
DISPOSITIONS OF CASH EQUIVALENTS;
(H)
DISPOSITIONS OF PAST DUE ACCOUNTS RECEIVABLE IN CONNECTION WITH
THE COLLECTION, WRITE DOWN OR COMPROMISE THEREOF;
(I)
LEASES, SUBLEASES, LICENSES, OR SUBLICENSES OF PROPERTY, AND
DISPOSITIONS OF IP RIGHTS IN THE ORDINARY COURSE OF BUSINESS, IN EACH CASE THAT
DO NOT MATERIALLY INTERFERE WITH THE BUSINESS OF THE BORROWERS AND THE
RESTRICTED SUBSIDIARIES, AND DISPOSITIONS OF IP RIGHTS UNDER A RESEARCH OR
DEVELOPMENT AGREEMENT IN WHICH THE OTHER PARTY RECEIVES A LICENSE TO IP RIGHTS
THAT RESULT FROM SUCH AGREEMENT;
(J)
TRANSFERS OF PROPERTY SUBJECT TO CASUALTY EVENTS UPON RECEIPT OF
THE NET CASH PROCEEDS OF SUCH CASUALTY EVENT;
(K)
DISPOSITIONS OF PROPERTY BY ANY BORROWER OR ANY RESTRICTED
SUBSIDIARY NOT OTHERWISE PERMITTED UNDER THIS SECTION 7.05 (INCLUDING PURSUANT
TO SALE-LEASEBACK TRANSACTIONS) WITH AGGREGATE FAIR MARKET VALUE NOT TO EXCEED
$10,000,000 IN ANY FISCAL YEAR;
(L)
DISPOSITIONS OF INVESTMENTS IN JOINT VENTURES;