AT THE TIME SUCH PERSON BECOMES
A SUBSIDIARY OF THE BORROWER, (II) EXISTING ON ANY ASSET OF ANY PERSON AT THE
TIME SUCH PERSON IS MERGED WITH OR INTO THE BORROWER OR ANY SUBSIDIARY OF THE
BORROWER OR (III) EXISTING ON ANY ASSET PRIOR TO THE ACQUISITION THEREOF BY THE
BORROWER OR ANY SUBSIDIARY OF THE BORROWER; PROVIDED, THAT ANY SUCH LIEN WAS NOT
CREATED IN THE CONTEMPLATION OF ANY OF THE FOREGOING AND ANY SUCH LIEN SECURES
ONLY THOSE OBLIGATIONS WHICH IT SECURES ON THE DATE THAT SUCH PERSON BECOMES A
SUBSIDIARY OR THE DATE OF SUCH MERGER OR THE DATE OF SUCH ACQUISITION; AND
EXTENSIONS, RENEWALS, OR REPLACEMENTS OF ANY LIEN REFERRED TO IN PARAGRAPHS (A)
THROUGH (D) 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;
LIENS GRANTED UNDER THE SYNTHETIC LEASE DOCUMENTS IN THE REAL OR PERSONAL
PROPERTY FINANCED THEREUNDER AND IN CERTAIN RELATED RIGHTS OF THE BORROWER TO
SECURE THE BORROWER'S INDEBTEDNESS AND LIABILITIES UNDER THE SYNTHETIC LEASE
DOCUMENTS TO THE EXTENT PERMITTED UNDER SECTION 7.1;
LIENS SECURING THE OBLIGATIONS; AND
LIENS ON SHARES OF STOCK OF ANY FOREIGN SUBSIDIARY TO THE EXTENT THAT THE
OBLIGATIONS ARE SECURED PARI PASSU WITH ANY OTHER INDEBTEDNESS OR OBLIGATIONS
SECURED THEREBY.
FUNDAMENTAL CHANGES.
THE BORROWER WILL NOT, AND WILL NOT PERMIT ANY SUBSIDIARY 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 OR THE BORROWER;
PROVIDED, HOWEVER, THAT IF THE BORROWER IS A PARTY TO SUCH MERGER, THE BORROWER
SHALL BE THE SURVIVING PERSON, PROVIDED, FURTHER, THAT IF ANY SUBSIDIARY 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, (IV) THE CO-BORROWER MAY LIQUIDATE OR DISSOLVE INTO THE
BORROWER IF THE BORROWER DETERMINES IN GOOD FAITH THAT SUCH LIQUIDATION OR
DISSOLUTION IS IN THE BEST INTERESTS OF THE BORROWER AND IS NOT MATERIALLY
DISADVANTAGEOUS TO THE LENDERS, (V) ANY OTHER SUBSIDIARY MAY LIQUIDATE OR