assume or suffer to exist any
Indebtedness, except:
(A)
INDEBTEDNESS UNDER THE LOAN DOCUMENTS;
(B)
GUARANTEES OF HOLDERS, BORROWER OR ANY
SUBSIDIARY IN RESPECT OF INDEBTEDNESS OTHERWISE PERMITTED HEREUNDER OF BORROWER
OR ANY WHOLLY-OWNED SUBSIDIARY;
(C)
OBLIGATIONS (CONTINGENT OR OTHERWISE) OF
BORROWER OR ANY SUBSIDIARY EXISTING OR ARISING UNDER ANY SWAP CONTRACT, PROVIDED
THAT (I) SUCH OBLIGATIONS ARE (OR WERE) ENTERED INTO BY SUCH PERSON IN THE
ORDINARY COURSE OF BUSINESS FOR THE PURPOSE OF DIRECTLY MITIGATING RISKS
ASSOCIATED WITH LIABILITIES, COMMITMENTS, INVESTMENTS, ASSETS, OR PROPERTY HELD
OR REASONABLY ANTICIPATED BY SUCH PERSON, OR CHANGES IN THE VALUE OF SECURITIES
ISSUED BY SUCH PERSON, AND NOT FOR PURPOSES OF SPECULATION OR TAKING A "MARKET
VIEW;" (II) SUCH SWAP CONTRACT DOES NOT CONTAIN ANY PROVISION EXONERATING THE
NON-DEFAULTING PARTY FROM ITS OBLIGATION TO MAKE PAYMENTS ON OUTSTANDING
TRANSACTIONS TO THE DEFAULTING PARTY; (III) AND SUCH SWAP CONTRACT DOES NOT
VIOLATE THE TERMS OF SECTION 7.11;
(D)
INDEBTEDNESS OF HOLDERS TO BORROWER
SUBORDINATED TO THE INDEBTEDNESS UNDER THE LOAN DOCUMENTS IN FORM AND SUBSTANCE
SATISFACTORY TO ADMINISTRATIVE AGENT; AND
(E)
INDEBTEDNESS TO AFFILIATES IN AN AGGREGATE
AMOUNT NOT TO EXCEED $100,000.
7.04
Fundamental Changes.
Merge, dissolve, liquidate,
consolidate with or into another Person, or Dispose of (whether in one
transaction or in a series of transactions) all or substantially all of its
assets (whether now owned or hereafter acquired) to or in favor of any Person,
except that, so long as no Default exists or would result therefrom:
(A)
ANY SUBSIDIARY OF BORROWER MAY MERGE WITH
(I) BORROWER, PROVIDED THAT BORROWER SHALL BE THE CONTINUING OR SURVIVING
PERSON, OR (II) ANY ONE OR MORE OTHER SUBSIDIARIES OF BORROWER, PROVIDED THAT
WHEN ANY WHOLLY-OWNED SUBSIDIARY IS MERGING WITH ANOTHER SUBSIDIARY, THE
WHOLLY-OWNED SUBSIDIARY SHALL BE THE CONTINUING OR SURVIVING PERSON, AND,
PROVIDED FURTHER THAT IF A GUARANTOR IS MERGING WITH ANOTHER SUBSIDIARY, THE
GUARANTOR SHALL BE THE SURVIVING PERSON; AND
(B)
ANY SUBSIDIARY OF BORROWER MAY DISPOSE OF
ALL OR SUBSTANTIALLY ALL OF ITS ASSETS (UPON VOLUNTARY LIQUIDATION OR OTHERWISE)
TO BORROWER OR TO ANOTHER SUBSIDIARY OF BORROWER; PROVIDED THAT IF THE
TRANSFEROR IN SUCH A TRANSACTION IS A WHOLLY-OWNED SUBSIDIARY, THEN THE
TRANSFEREE MUST EITHER BE BORROWER OR A WHOLLY-OWNED SUBSIDIARY AND, PROVIDED
FURTHER THAT IF THE TRANSFEROR OF SUCH ASSETS IS A GUARANTOR, THE TRANSFEREE
MUST EITHER BE BORROWER OR A GUARANTOR.
7.05
Dispositions.
Make any Disposition or enter into any
agreement to make any Disposition, except:
(A)
DISPOSITIONS OF OBSOLETE OR WORN OUT
PROPERTY, WHETHER NOW OWNED OR HEREAFTER ACQUIRED, IN THE ORDINARY COURSE OF
BUSINESS;
48
(B)
DISPOSITIONS OF INVENTORY IN THE ORDINARY
COURSE OF BUSINESS;
(C)
DISPOSITIONS OF EQUIPMENT 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
OF BORROWER TO BORROWER OR TO A WHOLLY-OWNED SUBSIDIARY OF BORROWER; PROVIDED
THAT