A DESIGNATED BORROWER SHALL
BE THE CONTINUING OR SURVIVING PERSON AND (Y) WHEN ANY SUBSIDIARY GUARANTOR IS
LIQUIDATING OR DISSOLVING INTO, OR MERGING WITH AND INTO, ANOTHER SUBSIDIARY
OTHER THAN ANY DESIGNATED BORROWER, A SUBSIDIARY GUARANTOR SHALL BE THE
CONTINUING OR SURVIVING PERSON;
(B)
ANY SUBSIDIARY (OTHER THAN ANY DESIGNATED BORROWER) MAY DISPOSE OF
ALL OR SUBSTANTIALLY ALL OF ITS ASSETS (UPON VOLUNTARY LIQUIDATION OR OTHERWISE)
TO THE COMPANY OR TO ANOTHER SUBSIDIARY; PROVIDED THAT IF THE TRANSFEROR IN SUCH
A TRANSACTION IS A SUBSIDIARY GUARANTOR, THEN THE TRANSFEREE MUST BE A LOAN
PARTY;
(C)
THE COMPANY OR ANY SUBSIDIARY MAY CONSUMMATE ANY ACQUISITION WITH
RESPECT TO WHICH THE FOLLOWING CONDITIONS ARE SATISFIED (A "PERMITTED
ACQUISITION"):
(I)
THE PERSON TO BE ACQUIRED IS NOT ENGAGED IN ANY MATERIAL LINE OF
BUSINESS SUBSTANTIALLY DIFFERENT FROM THOSE LINES OF BUSINESS CONDUCTED BY THE
COMPANY AND ITS SUBSIDIARIES ON THE DATE HEREOF OR ANY BUSINESS SUBSTANTIALLY
RELATED OR INCIDENTAL THERETO;
(II)
THE BOARD OF DIRECTORS AND (IF REQUIRED BY APPLICABLE LAW) THE
SHAREHOLDERS, OR THE EQUIVALENT THEREOF, OF EACH OF THE COMPANY OR THE
APPLICABLE SUBSIDIARY AND OF THE PERSON TO BE ACQUIRED HAS APPROVED SUCH
ACQUISITION;
(III)
ANY INDEBTEDNESS DIRECTLY OR INDIRECTLY INCURRED OR ASSUMED IN
CONNECTION WITH SUCH ACQUISITION SHALL HAVE BEEN PERMITTED TO BE INCURRED OR
ASSUMED PURSUANT TO SECTION 7.03;
(IV)
IF THE PURCHASE PRICE FOR SUCH ACQUISITION IS GREATER THAN OR
EQUAL TO $50,000,000, THEN CONCURRENT WITH THE CONSUMMATION OF SUCH ACQUISITION,
THE COMPANY SHALL HAVE DELIVERED TO THE ADMINISTRATIVE AGENT (A) A COMPLIANCE
CERTIFICATE PREPARED ON A PRO FORMA BASIS (1) DEMONSTRATING THAT THE
CONSOLIDATED LEVERAGE RATIO AS OF THE END OF THE MOST RECENT FISCAL QUARTER DOES
NOT EXCEED 2.75:1.00 AND (2) DEMONSTRATING COMPLIANCE WITH THE FINANCIAL
COVENANTS SET FORTH IN SECTION 7.13(A) AND (B) AS OF THE END OF THE MOST
RECENTLY COMPLETED FISCAL QUARTER, (B) A SUPPLEMENT TO SCHEDULE 5.19 SETTING
FORTH SUBSIDIARIES OF THE COMPANY NECESSARY TO MAKE THE REPRESENTATION AND
WARRANTY SET FORTH IN SECTION 5.19 TRUE AND CORRECT AFTER GIVING EFFECT TO SUCH
PERMITTED ACQUISITION AND (C) A CERTIFICATE FROM THE CHIEF FINANCIAL OFFICER OF
THE COMPANY TO THE EFFECT THAT (1)
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THE COMPANY AND ITS SUBSIDIARIES, ON A CONSOLIDATED AND CONSOLIDATING BASIS,
WILL BE SOLVENT BOTH BEFORE AND AFTER CONSUMMATING SUCH ACQUISITION AND (2) NO
DEFAULT OR EVENT OF DEFAULT THEN EXISTS OR WOULD RESULT AFTER GIVING EFFECT TO
SUCH ACQUISITION;
(V)
IN THE CASE OF AN ACQUISITION OF EQUITY INTERESTS BY THE COMPANY
OR SUCH SUBSIDIARY, THE ISSUER OF SUCH EQUITY INTERESTS SHALL BECOME A WHOLLY
OWNED SUBSIDIARY OF THE COMPANY;
(VI)
THE BUSINESS TO BE ACQUIRED WOULD NOT SUBJECT THE ADMINISTRATIVE
AGENT OR ANY LENDER TO REGULATORY OR THIRD PARTY APPROVALS IN CONNECTION WITH
THE EXERCISE OF ANY OF ITS RIGHTS AND REMEDIES UNDER THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT;
(VII)
NO CONTINGENT OBLIGATIONS OR LIABILITIES WILL BE INCURRED OR
ASSUMED IN CONNECTION WITH SUCH ACQUISITION WHICH (X) ARE REQUIRED TO BE
DESCRIBED IN THE