CONTINUING, (II) SUCH LIEN IS
LIMITED TO ALL OR A PART OF THE PROPERTY OR ASSET THAT WAS SUBJECT TO THE LIEN
SO RENEWED, EXTENDED OR REPLACED AND TO IMPROVEMENTS THEREAFTER ERECTED ON OR
ATTACHED TO SUCH PROPERTY OR ASSET OR ANY PROPERTY OR ASSET ACQUIRED IN
SUBSTITUTION OR REPLACEMENT THEREOF, (III) THE PRINCIPAL AMOUNT OF THE
OBLIGATIONS SECURED BY SUCH LIEN DOES NOT EXCEED THE PRINCIPAL AMOUNT OF THE
OBLIGATIONS SECURED BY THE LIEN SO RENEWED, EXTENDED OR REPLACED, TOGETHER WITH
REASONABLE OUT-OF-POCKET EXPENSES AND ACCRUED INTEREST WITH RESPECT TO THE
OBLIGATIONS SO RENEWED, EXTENDED OR REPLACED, AND (IV) THE OBLIGATIONS SECURED
BY SUCH LIEN BEAR INTEREST AT A RATE PER ANNUM NOT EXCEEDING THE RATE BORNE BY
THE OBLIGATIONS SECURED BY THE LIEN SO RENEWED, EXTENDED OR REPLACED EXCEPT FOR
ANY INCREASE THAT, IN THE REASONABLE OPINION OF THE BORROWER, IS COMMERCIALLY
REASONABLE AT THE TIME OF SUCH INCREASE;
(N)
LIENS SECURING INDEBTEDNESS OR OTHER OBLIGATIONS OF THE BORROWER
OR ANY SIGNIFICANT SUBSIDIARY; PROVIDED, THAT AT THE TIME ANY SUCH INDEBTEDNESS
OR OTHER MONETARY OBLIGATION IS INCURRED (AND AFTER GIVING EFFECT TO THE
CONCURRENT REPAYMENT OF ANY INDEBTEDNESS OR OTHER MONETARY OBLIGATIONS WITH THE
PROCEEDS THEREOF),
THE AGGREGATE PRINCIPAL AMOUNT OF ALL INDEBTEDNESS AND OTHER
MONETARY OBLIGATIONS THEN SECURED PURSUANT TO THIS CLAUSE (N) DOES NOT EXCEED
15% OF CONSOLIDATED NET WORTH;
(O)
ANY LIEN ON ANY CAPITAL STOCK OF ANY CORPORATION WHICH IS
REGISTERED IN THE NAME OF BORROWER OR OTHERWISE OWNED BY OR HELD FOR THE BENEFIT
OF THE BORROWER (OTHER THAN, IN EITHER CASE, THE CAPITAL STOCK OF ANY
SIGNIFICANT SUBSIDIARY) WHICH MAY CONSTITUTE MARGIN STOCK; OR
(P)
ANY LIEN ON PROPERTY ARISING IN CONNECTION WITH ANY DEFEASANCE,
COVENANT DEFEASANCE OR IN SUBSTANCE DEFEASANCE OF ANY INDEBTEDNESS PURSUANT TO
AN EXPRESS CONTRACTUAL PROVISION WITH RESPECT THERETO OR GAAP.
Section 7.02
Sale of Assets; Consolidation; Merger;
Sale and Leaseback
The Borrower will not,
46
(A)
SELL, LEASE, TRANSFER OR OTHERWISE DISPOSE OF ALL OR SUBSTANTIALLY
ALL OF ITS PROPERTIES AND ASSETS TO ANY PERSON;
(B)
CONSOLIDATE WITH OR MERGE INTO ANY OTHER CORPORATION (OTHER THAN A
MERGER OF A SUBSIDIARY INTO, OR A CONSOLIDATION OF A SUBSIDIARY WITH, THE
BORROWER), OR ACQUIRE ALL OR SUBSTANTIALLY ALL THE PROPERTIES AND ASSETS OF ANY
PERSON UNLESS:
(I)
IN THE CASE OF A MERGER OR CONSOLIDATION WITH THE BORROWER, THE
BORROWER IS THE SURVIVING CORPORATION; AND
(II)
AFTER GIVING EFFECT TO ANY MERGER OR CONSOLIDATION OR
ACQUISITION, THE BORROWER IS IN PRO FORMA COMPLIANCE WITH SECTIONS 7.05 AND
7.06; AND
(III)
NO DEFAULT OR EVENT OF DEFAULT EXISTS OR RESULTS THEREFROM AND IS
CONTINUING; AND
(IV)
THE AGGREGATE CONSIDERATION PAID IN CONNECTION WITH ANY SUCH
ACQUISITION (INCLUDING THE AGGREGATE AMOUNT OF ALL INDEBTEDNESS ASSUMED) SHALL
NOT EXCEED AN AMOUNT EQUAL TO 25% OF THE CONSOLIDATED CAPITALIZATION OF THE
BORROWER AND ITS SUBSIDIARIES IMMEDIATELY PRIOR TO SUCH ACQUISITION); AND
(V)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED PRIOR TO THE
CONSUMMATION OF ANY SUCH MERGER, CONSOLIDATION OR ACQUISITION, A CERTIFICATE