MERGE WITH IT EXCEPT: (I) ANY BORROWER MAY MERGE OR CONSOLIDATE WITH OR INTO
ANOTHER BORROWER; (II) ANY BORROWER MAY ACQUIRE ALL OF THE ASSETS OR EQUITY
INTERESTS OF ANOTHER BORROWER; AND (III) PERMITTED ACQUISITIONS.
(B)
SELL, LEASE, TRANSFER OR OTHERWISE DISPOSE OF ANY OF ITS
PROPERTIES OR ASSETS, EXCEPT (I) DISPOSITIONS OF INVENTORY AND EQUIPMENT TO THE
EXTENT EXPRESSLY PERMITTED BY SECTION 4.3, (II) SALES OR DISPOSITIONS OF ASSETS
OR SUBSIDIARIES NOT TO EXCEED $5,000,000 IN ANY CALENDAR YEAR COMMENCING WITH
THE FISCAL YEAR ENDING DECEMBER 31, 2010 AND ONLY SO LONG AS THE NET PROCEEDS OF
SUCH SALES OR DISPOSITION ARE PAID TO AGENT IN ACCORDANCE WITH SECTION 2.21, AND
(III) ANY OTHER SALES OR DISPOSITIONS EXPRESSLY PERMITTED BY THIS AGREEMENT.
7.2.
CREATION OF LIENS.
CREATE OR SUFFER TO EXIST ANY LIEN OR TRANSFER
UPON OR AGAINST ANY OF ITS PROPERTY OR ASSETS NOW OWNED OR HEREAFTER ACQUIRED,
EXCEPT PERMITTED ENCUMBRANCES.
7.3.
GUARANTEES.
BECOME LIABLE UPON THE OBLIGATIONS OR LIABILITIES OF
ANY PERSON BY ASSUMPTION, ENDORSEMENT OR GUARANTY THEREOF OR OTHERWISE (OTHER
THAN TO LENDERS) EXCEPT THE ENDORSEMENT OF CHECKS IN THE ORDINARY COURSE OF
BUSINESS.
7.4.
INVESTMENTS.
PURCHASE OR ACQUIRE OBLIGATIONS OR EQUITY INTERESTS
OF, OR ANY OTHER INTEREST IN, ANY PERSON, EXCEPT (A) AS PERMITTED BY SECTION
7.1(A) AND CONTRIBUTIONS OF CAPITAL TO BORROWERS FOR USES NOT INCONSISTENT WITH
THE TERMS OF THIS AGREEMENT, (B) OBLIGATIONS ISSUED OR GUARANTEED BY THE UNITED
STATES OF AMERICA OR ANY AGENCY THEREOF, (C) COMMERCIAL PAPER WITH MATURITIES OF
NOT MORE THAN ONE HUNDRED EIGHTY (180) DAYS AND A PUBLISHED RATING OF NOT LESS
THAN
64
A-1 OR P-1 (OR THE EQUIVALENT RATING), (D) CERTIFICATES OF TIME DEPOSIT AND
BANKERS' ACCEPTANCES HAVING MATURITIES OF NOT MORE THAN ONE HUNDRED EIGHTY (180)
DAYS AND REPURCHASE AGREEMENTS BACKED BY UNITED STATES GOVERNMENT SECURITIES OF
A COMMERCIAL BANK IF (I) SUCH BANK HAS A COMBINED CAPITAL AND SURPLUS OF AT
LEAST $500,000,000, OR (II) ITS DEBT OBLIGATIONS, OR THOSE OF A HOLDING COMPANY
OF WHICH IT IS A SUBSIDIARY, ARE RATED NOT LESS THAN A (OR THE EQUIVALENT
RATING) BY A NATIONALLY RECOGNIZED INVESTMENT RATING AGENCY, AND (E) U.S. MONEY
MARKET FUNDS THAT INVEST SOLELY IN OBLIGATIONS ISSUED OR GUARANTEED BY THE
UNITED STATES OF AMERICA OR AN AGENCY THEREOF.
7.5.
LOANS.
MAKE ADVANCES, LOANS OR EXTENSIONS OF CREDIT TO ANY
PERSON, INCLUDING ANY PARENT, SUBSIDIARY OR AFFILIATE EXCEPT (I) AS OTHERWISE
PERMITTED BY THIS AGREEMENT, (II) AS DISCLOSED ON SCHEDULE 7.5, (III) THE
EXTENSION OF COMMERCIAL TRADE CREDIT IN CONNECTION WITH THE SALE OF INVENTORY IN
THE ORDINARY COURSE OF BUSINESS, AND (IV) INTERCOMPANY LOANS TO FOREIGN
SUBSIDIARIES TO THE EXTENT THAT (A) SUCH INTERCOMPANY LOANS DO NOT EXCEED
$10,000,000 IN THE AGGREGATE OUTSTANDING AT ANY TIME DURING THE TERM, (B) NO
DEFAULT OR EVENT OF DEFAULT HAS OCCURRED OR WOULD OCCUR AFTER GIVING PRO FORMA
EFFECT TO SUCH INTERCOMPANY LOANS, AND (C) AT THE TIME OF AND AFTER GIVING PRO
FORMA EFFECT TO SUCH INTERCOMPANY LOANS, BORROWERS WOULD HAVE UNDRAWN