ANY CAPITAL LEASE OBLIGATIONS);
PROVIDED, THAT (I) SUCH LIEN SECURES INDEBTEDNESS PERMITTED BY SECTION 7.1(C),
(II) SUCH LIEN ATTACHES TO SUCH ASSET CONCURRENTLY OR WITHIN 90 DAYS AFTER THE
ACQUISITION, IMPROVEMENT OR COMPLETION OF THE CONSTRUCTION THEREOF; (III) SUCH
LIEN DOES NOT EXTEND TO ANY OTHER ASSET; AND (IV) THE INDEBTEDNESS SECURED
THEREBY DOES NOT EXCEED THE COST OF ACQUIRING, CONSTRUCTING OR IMPROVING SUCH
FIXED OR CAPITAL ASSETS; AND
(E)
EXTENSIONS, RENEWALS, OR REPLACEMENTS OF ANY LIEN REFERRED TO IN
PARAGRAPHS (A) THROUGH (C) OF THIS SECTION; PROVIDED, THAT THE PRINCIPAL AMOUNT
OF THE INDEBTEDNESS SECURED THEREBY IS NOT INCREASED AND THAT ANY SUCH
EXTENSION, RENEWAL OR REPLACEMENT IS LIMITED TO THE ASSETS ORIGINALLY ENCUMBERED
THEREBY.
SECTION 7.3.
FUNDAMENTAL CHANGES.
(A)
THE BORROWER WILL NOT CAUSE OR PERMIT ANY MEMBER OF THE
CONSOLIDATED GROUP TO MERGE INTO OR CONSOLIDATE INTO ANY OTHER PERSON, OR PERMIT
ANY OTHER PERSON TO MERGE INTO OR CONSOLIDATE WITH IT, OR SELL, LEASE, TRANSFER
OR OTHERWISE DISPOSE OF (IN A SINGLE TRANSACTION OR A SERIES OF TRANSACTIONS)
ALL OR SUBSTANTIALLY ALL OF ITS ASSETS (IN EACH CASE, WHETHER NOW OWNED OR
HEREAFTER ACQUIRED) OR ALL OR SUBSTANTIALLY ALL OF THE STOCK OF ANY OF ITS
SUBSIDIARIES (IN EACH CASE, WHETHER NOW OWNED OR HEREAFTER ACQUIRED) OR
LIQUIDATE OR DISSOLVE; PROVIDED, THAT IF AT THE TIME THEREOF AND IMMEDIATELY
AFTER GIVING EFFECT THERETO, NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED
AND BE CONTINUING (I) THE BORROWER OR ANY SUBSIDIARY MAY MERGE WITH A PERSON IF
THE BORROWER (OR SUCH SUBSIDIARY IF THE BORROWER IS NOT A PARTY TO SUCH MERGER)
IS THE SURVIVING PERSON, (II) ANY SUBSIDIARY MAY MERGE INTO ANOTHER SUBSIDIARY;
PROVIDED, THAT IF ANY PARTY TO SUCH MERGER IS A SUBSIDIARY LOAN PARTY, THE
SUBSIDIARY LOAN PARTY SHALL BE THE SURVIVING PERSON, (III) ANY SUBSIDIARY MAY
SELL, TRANSFER, LEASE OR OTHERWISE DISPOSE OF ALL OR SUBSTANTIALLY ALL OF ITS
ASSETS TO THE BORROWER OR TO A SUBSIDIARY LOAN PARTY AND (IV) ANY SUBSIDIARY
(OTHER THAN A SUBSIDIARY LOAN PARTY) MAY LIQUIDATE OR DISSOLVE IF THE BORROWER
DETERMINES IN GOOD FAITH THAT
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SUCH LIQUIDATION OR DISSOLUTION IS IN THE BEST INTERESTS OF THE BORROWER AND IS
NOT MATERIALLY DISADVANTAGEOUS TO THE LENDERS; PROVIDED, THAT ANY SUCH MERGER
INVOLVING A PERSON THAT IS NOT A WHOLLY-OWNED SUBSIDIARY IMMEDIATELY PRIOR TO
SUCH MERGER SHALL NOT BE PERMITTED UNLESS ALSO PERMITTED BY SECTION 7.4.
(B)
THE BORROWER WILL NOT CAUSE OR PERMIT ANY MEMBER OF THE
CONSOLIDATED GROUP TO ENGAGE IN ANY BUSINESS OTHER THAN BUSINESSES OF THE TYPE
CONDUCTED BY THE CONSOLIDATED GROUP ON THE DATE HEREOF AND BUSINESSES REASONABLY
RELATED THERETO.
SECTION 7.4.
INVESTMENTS, LOANS, ETC.
THE BORROWER WILL NOT CAUSE OR
PERMIT ANY MEMBER OF THE CONSOLIDATED GROUP TO PURCHASE, HOLD OR ACQUIRE
(INCLUDING PURSUANT TO ANY MERGER WITH ANY PERSON THAT WAS NOT A WHOLLY-OWNED
SUBSIDIARY PRIOR TO SUCH MERGER), ANY COMMON STOCK, EVIDENCE OF INDEBTEDNESS OR
OTHER SECURITIES (INCLUDING ANY OPTION, WARRANT, OR OTHER RIGHT TO ACQUIRE ANY
OF