A LOAN PARTY WHICH IS
NOT A LOAN PARTY MAY CONSOLIDATE OR MERGE INTO ANOTHER SUBSIDIARY OF A LOAN
PARTY WHICH IS NOT A LOAN PARTY;
(III)
THE BORROWER MAY DISSOLVE OR WIND-UP ANY OF
ITS SUBSIDIARIES THAT ARE NOT LOAN PARTIES;
(IV)
ANY LOAN PARTY MAY ACQUIRE, WHETHER BY
PURCHASE OR BY MERGER, (A) ALL OR SUBSTANTIALLY ALL OF THE OWNERSHIP INTERESTS
OF ANOTHER PERSON OR (B) ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF ANOTHER
PERSON OR OF A BUSINESS OR DIVISION OF ANOTHER PERSON (EACH A "PERMITTED
ACQUISITION"), PROVIDED THAT, EACH OF THE FOLLOWING REQUIREMENTS IS MET:
(A)
IF A LOAN PARTY IS ACQUIRING THE OWNERSHIP
INTERESTS IN SUCH PERSON, SUCH PERSON SHALL, UNLESS NOT REQUIRED BY
SECTION 7.2.9 [SUBSIDIARIES, PARTNERSHIPS, ETC.], EXECUTE A GUARANTOR JOINDER
AND SUCH OTHER DOCUMENTS REQUIRED BY SECTION 10.18 [JOINDER OF GUARANTORS] AND
JOIN THIS AGREEMENT AS A GUARANTOR PURSUANT TO SECTION 10.18 [JOINDER OF
GUARANTORS] ON OR BEFORE THE DATE OF SUCH PERMITTED ACQUISITION;
(B)
THE BOARD OF DIRECTORS OR OTHER EQUIVALENT
GOVERNING BODY OF SUCH PERSON SHALL HAVE APPROVED SUCH PERMITTED ACQUISITION
AND, IF THE LOAN PARTIES SHALL USE ANY PORTION OF THE LOANS TO FUND SUCH
PERMITTED ACQUISITION, THE LOAN PARTIES ALSO SHALL HAVE DELIVERED TO THE BANKS
WRITTEN EVIDENCE OF THE APPROVAL OF THE BOARD OF DIRECTORS (OR EQUIVALENT BODY)
OF SUCH PERSON FOR SUCH PERMITTED ACQUISITION;
(C)
THE BUSINESS ACQUIRED, OR THE BUSINESS
CONDUCTED BY THE PERSON WHOSE OWNERSHIP INTERESTS ARE BEING ACQUIRED, AS
APPLICABLE, SHALL BE SIMILAR TO OR SUBSTANTIALLY THE SAME AS ONE OR MORE LINE OR
LINES OF BUSINESS CONDUCTED BY THE LOAN PARTIES AND SHALL COMPLY WITH
SECTION 7.2.10 [CONTINUATION OF OR CHANGE IN BUSINESS]; AND
(D)
NO POTENTIAL DEFAULT OR EVENT OF DEFAULT
SHALL EXIST IMMEDIATELY PRIOR TO AND AFTER GIVING EFFECT TO SUCH PERMITTED
ACQUISITION.
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7.2.7.
Dispositions of Assets or Subsidiaries.
Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries
to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of,
voluntarily or involuntarily, any of its properties or assets, tangible or
intangible, (including sale, assignment, discount or other disposition of
accounts, contract rights, chattel paper, equipment or general intangibles, with
or without recourse, or of capital stock, shares of beneficial interest,
partnership interests or limited liability company interests of a Subsidiary of
such Loan Party), except:
(I)
TRANSACTIONS INVOLVING THE SALE OF
INVENTORY IN THE ORDINARY COURSE OF BUSINESS;
(II)
ANY SALE, TRANSFER OR LEASE OF PROPERTIES
OR ASSETS IN THE ORDINARY COURSE OF BUSINESS WHICH ARE NO LONGER NECESSARY OR
REQUIRED IN THE CONDUCT OF SUCH LOAN PARTY'S BUSINESS;
(III)
ANY SALE, TRANSFER OR LEASE OF PROPERTIES OR
ASSETS BY ANY LOAN PARTY TO ANOTHER LOAN PARTY;
(IV)
ANY SALE, TRANSFER OR LEASE OF PROPERTIES OR
ASSETS IN THE ORDINARY COURSE OF BUSINESS WHICH ARE REPLACED BY SUBSTITUTE
PROPERTIES OR ASSETS ACQUIRED OR LEASED WITHIN THE TERMS OF THIS AGREEMENT;
(V)
ANY SALE, TRANSFER OR LEASE OF PROPERTIES OR
ASSETS,