OF THE UNITED STATES, ANY STATE THEREOF OR THE
DISTRICT OF COLUMBIA OR (B) ANY ONE OR MORE OTHER SUBSIDIARIES OF THE BORROWER,
PROVIDED THAT WHEN ANY SUBSIDIARY THAT IS A LOAN PARTY IS MERGING WITH ANOTHER
SUBSIDIARY OF THE BORROWER, A LOAN PARTY SHALL BE THE CONTINUING OR SURVIVING
PERSON;
(II)
(A) ANY SUBSIDIARY OF PARENT THAT IS NOT A LOAN PARTY MAY MERGE
OR CONSOLIDATE WITH OR INTO ANY OTHER SUBSIDIARY OF PARENT; PROVIDED THAT IF
SUCH SUBSIDIARY IS A LOAN PARTY, THE LOAN PARTY SHALL BE THE CONTINUING OR
SURVIVING PERSON AND (B) ANY SUBSIDIARY OF PARENT MAY LIQUIDATE OR DISSOLVE OR
CHANGE ITS LEGAL FORM IF PARENT DETERMINES IN GOOD FAITH THAT SUCH ACTION IS IN
THE BEST INTERESTS OF PARENT AND ITS SUBSIDIARIES AND IS NOT MATERIALLY
DISADVANTAGEOUS TO THE LENDERS;
(III)
ANY SUBSIDIARY OF THE BORROWER MAY DISPOSE OF ALL OR
SUBSTANTIALLY ALL OF ITS ASSETS (UPON VOLUNTARY LIQUIDATION OR OTHERWISE) TO THE
BORROWER OR ANOTHER SUBSIDIARY OF THE BORROWER; PROVIDED THAT IF THE TRANSFEROR
IN SUCH A TRANSACTION IS A LOAN PARTY, THEN (A) THE TRANSFEREE MUST BE A LOAN
PARTY OR (B) TO THE EXTENT CONSTITUTING AN INVESTMENT, SUCH INVESTMENT MUST BE
PERMITTED INDEBTEDNESS OR A PERMITTED INVESTMENT OF A SUBSIDIARY WHICH IS NOT A
LOAN PARTY IN ACCORDANCE WITH SECTIONS 7.3 AND 7.8, RESPECTIVELY;
(IV)
SO LONG AS NO DEFAULT EXISTS OR WOULD RESULT THEREFROM, ANY
SUBSIDIARY OF PARENT MAY MERGE WITH ANY OTHER PERSON IN ORDER TO EFFECT AN
INVESTMENT PERMITTED PURSUANT TO SECTION 7.5(E) OR 7.8; AND
(V)
SO LONG AS NO DEFAULT EXISTS OR WOULD RESULT THEREFROM, A MERGER,
DISSOLUTION, LIQUIDATION, CONSOLIDATION OR DISPOSITION, THE PURPOSE OF WHICH IS
TO EFFECT A DISPOSITION PERMITTED PURSUANT TO SECTION 7.5(C) SHALL BE PERMITTED.
(B)
RESTRICTIONS ON ACQUISITIONS.
ACQUIRE ALL OR SUBSTANTIALLY ALL OF THE
BUSINESS OR PROPERTY FROM, OR ALL OR SUBSTANTIALLY ALL OF CAPITAL STOCK OF, ANY
PERSON EXCEPT FOR (I) PURCHASES OF INVENTORY AND OTHER PROPERTY TO BE SOLD OR
USED IN THE ORDINARY COURSE OF BUSINESS, (II) INVESTMENTS PERMITTED UNDER
SECTIONS 7.5(E) AND 7.8 AND DISPOSITIONS PERMITTED UNDER SECTION 7.5(C)(III),
(III) CAPITAL EXPENDITURES (TO THE EXTENT THE MAKING OF SUCH CAPITAL
EXPENDITURES WILL NOT RESULT IN A VIOLATION OF ANY OF THE PROVISIONS OF
SECTION 7.7) AND (IV) ACQUISITIONS MADE WITH QUALIFIED NET CASH EQUITY PROCEEDS
AND/OR WITH QUALIFIED CAPITAL STOCK OF THE PARENT.
(C)
RESTRICTIONS ON DISPOSITIONS.
CONSUMMATE ANY DISPOSITION OTHER THAN
(I) ANY DISPOSITION OF ANY INVENTORY OR OTHER PROPERTY DISPOSED OF IN THE
ORDINARY COURSE OF BUSINESS (INCLUDING ALLOWING ANY REGISTRATIONS OR ANY
APPLICATIONS FOR REGISTRATION OF ANY IMMATERIAL INTELLECTUAL PROPERTY RIGHTS TO
LAPSE OR GO ABANDONED IN THE ORDINARY COURSE OF BUSINESS), (II) SALES OF USED,
OBSOLETE OR WORN OUT EQUIPMENT OR OTHER PROPERTY NOT USED IN THE BUSINESS OF
PARENT AND ITS SUBSIDIARIES, PROVIDED THAT (X) IN THE JUDGMENT OF PARENT, THE
SALE OF SUCH EQUIPMENT OR OTHER PROPERTY WILL NOT RESULT IN MORE THAN A NOMINAL
REDUCTION IN THE BORROWER CONSOLIDATED