DISABILITY OR OTHER EMPLOYEE BENEFITS OR PROPERTY, CASUALTY OR
LIABILITY INSURANCE OR SELF-INSURANCE OR OTHER INDEBTEDNESS WITH RESPECT TO
REIMBURSEMENT-TYPE OBLIGATIONS REGARDING WORKERS COMPENSATION CLAIMS; PROVIDED
THAT UPON THE DRAWING OF SUCH LETTERS OF CREDIT OR THE INCURRENCE OF SUCH
INDEBTEDNESS, SUCH OBLIGATIONS ARE REIMBURSED WITHIN 30 DAYS FOLLOWING SUCH
DRAWING OR INCURRENCE;
(XIX)
OBLIGATIONS IN RESPECT OF SURETY, STAY, CUSTOMS AND APPEAL BONDS,
PERFORMANCE BONDS AND PERFORMANCE AND COMPLETION GUARANTEES PROVIDED BY ANY
BORROWER OR ANY RESTRICTED SUBSIDIARY OR OBLIGATIONS IN RESPECT OF LETTERS OF
CREDIT RELATED THERETO, IN EACH CASE IN THE ORDINARY COURSE OF BUSINESS OR
CONSISTENT WITH PAST PRACTICE;
(XX)
INDEBTEDNESS IN RESPECT OF ANY BANKERS' ACCEPTANCE, LETTER OF
CREDIT, WAREHOUSE RECEIPT OR SIMILAR FACILITIES ENTERED INTO IN THE ORDINARY
COURSE OF BUSINESS;
97
(XXI)
ATTRIBUTABLE INDEBTEDNESS AND INDEBTEDNESS INCURRED IN CONNECTION
WITH SALE-LEASEBACK TRANSACTIONS PERMITTED UNDER SECTION 7.05(J);
(XXII)
WITHOUT DUPLICATION OF ANY OTHER INDEBTEDNESS, NON-CASH ACCRUALS
OF INTEREST, ACCRETION OR AMORTIZATION OF ORIGINAL ISSUE DISCOUNT AND/OR
PAY-IN-KIND INTEREST TO THE EXTENT SUCH DEBT IS PERMITTED HEREUNDER; AND
(XXIII)
ALL PREMIUMS (IF ANY), INTEREST (INCLUDING POST-PETITION
INTEREST), FEES, EXPENSES, CHARGES AND ADDITIONAL OR CONTINGENT INTEREST ON
OBLIGATIONS DESCRIBED IN CLAUSES (A) THROUGH (XVI).
SECTION 7.04. Fundamental Changes. Merge, dissolve, liquidate, consolidate with
or into another Person, except that:
(A)
ANY RESTRICTED SUBSIDIARY MAY MERGE WITH OR LIQUIDATE INTO (I) ANY
BORROWER (INCLUDING A MERGER, THE PURPOSE OF WHICH IS TO REORGANIZE ANY BORROWER
INTO A NEW JURISDICTION SO LONG AS SUCH BORROWER REMAINS ORGANIZED UNDER THE
LAWS OF THE UNITED STATES, ANY STATE THEREOF OR THE DISTRICT OF COLUMBIA (THE
REQUIREMENTS SET FORTH IN THIS CLAUSE (I), AND THE LAST PROVISO OF THIS SECTION
7.04(A), THE "JURISDICTIONAL REQUIREMENT")); PROVIDED THAT SUCH BORROWER SHALL
BE THE CONTINUING OR SURVIVING PERSON OR THE CONTINUING OR SURVIVING PERSON
SHALL EXPRESSLY ASSUME THE OBLIGATIONS OF SUCH BORROWER IN A MANNER REASONABLY
ACCEPTABLE TO THE ADMINISTRATIVE AGENT, OR (II) ANY ONE OR MORE OTHER RESTRICTED
SUBSIDIARIES; PROVIDED THAT WHEN ANY RESTRICTED SUBSIDIARY THAT IS A LOAN PARTY
IS MERGING WITH ANOTHER RESTRICTED SUBSIDIARY, (A) A LOAN PARTY SHALL BE THE
CONTINUING OR SURVIVING PERSON OR (B) TO THE EXTENT CONSTITUTING AN INVESTMENT,
SUCH INVESTMENT MUST BE AN INVESTMENT PERMITTED BY SECTION 7.02 AND ANY
INDEBTEDNESS CORRESPONDING TO SUCH INVESTMENT MUST BE PERMITTED BY SECTION 7.03;
PROVIDED FURTHER THAT, IF ANY SUCH MERGER RESULTS IN A NEW JURISDICTION OF
ORGANIZATION OF SUCH BORROWER OR OTHER LOAN PARTY, THE BORROWERS SHALL HAVE
PROVIDED THE ADMINISTRATIVE AGENT WITH PRIOR WRITTEN NOTICE OF SUCH CHANGE IN
JURISDICTION AND PROPER FINANCING STATEMENTS, DULY PREPARED FOR FILING UNDER THE
UNIFORM COMMERCIAL CODE IN SUCH JURISDICTION WITH RESPECT TO SUCH BORROWER OR
SUCH LOAN PARTY.
(B)
(I) ANY SUBSIDIARY THAT IS NOT A LOAN PARTY MAY MERGE OR
CONSOLIDATE WITH OR INTO ANY OTHER SUBSIDIARY THAT IS NOT A LOAN PARTY AND (II)
ANY SUBSIDIARY (OTHER THAN ANY BORROWER) MAY LIQUIDATE OR DISSOLVE OR CHANGE ITS
LEGAL FORM IF THE BORROWERS DETERMINE IN GOOD FAITH THAT