(b) any Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to Borrower or a domestic Wholly-Owned Subsidiary other than a Non-Guarantor Subsidiary;
(c) Borrower or any Subsidiary may dispose of (i) any assets which in the good faith judgment of Borrower are obsolete or otherwise unproductive or (ii) any permitted investment of the type set forth in Section 7.3(a) or (l);
(d) Borrower may merge with another domestic corporation so long as Borrower is the surviving corporation, no Default or Event of Default exists or would result after giving effect to the completion of such merger and such merger would otherwise qualify as a Permitted Acquisition; and
(e) Dispositions of notes and accounts receivable permitted pursuant to Section 7.5 shall be permitted.
If the Net Proceeds Amount for any Transfer is, within 365 days after such Transfer, (i) applied to a Debt Prepayment Application, (ii) applied to or would otherwise constitute a Property Reinvestment Application or (iii) applied to any combination of the foregoing clauses (i) and (ii), then such Transfer, for the purpose of determining compliance with this Section 7.4, shall be deemed not to be an Asset Disposition.
1.10 New Section 10.29. A new Section 10.29 is added to the Credit Agreement, to read as follows:
10.29 Certain ERISA Matters.
(a) Each Bank represents and warrants, as of the date such Person became a Bank party hereto (or, if later, the First Amendment Effective Date), to, and covenants, from such to the date such Person ceases being a Bank party hereto, for the benefit of, the Administrative Agent, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any Guarantor, that at least one of the following is and will be true:
(i) such Bank is not using plan assets (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Banks entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments or this Agreement;
(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions