CREATE, INCUR, ASSUME OR PERMIT TO EXIST ANY LIEN WITH
RESPECT TO ANY OF THE RESTRICTED CASH COLLATERAL EXCEPT FOR THE LIENS IN FAVOR
OF THE COLLATERAL AGENT (AS DEFINED IN THE GUARANTOR CREDIT AGREEMENT) TO SECURE
THE CREDIT PARTY OBLIGATIONS. DURING ANY NO COLLATERAL PERIOD, THE GUARANTOR
WILL NOT, NOR WILL IT PERMIT ANY SUBSIDIARY TO, CONTRACT, CREATE, INCUR, ASSUME
OR PERMIT TO EXIST ANY LIEN WITH RESPECT TO ANY OF ITS PROPERTY OR ASSETS OF ANY
KIND (WHETHER REAL OR PERSONAL, TANGIBLE OR INTANGIBLE), WHETHER NOW OWNED OR
HEREAFTER ACQUIRED, EXCEPT FOR PERMITTED LIENS;
(AA)
THAT IT WILL NOT, NOR WILL IT PERMIT ANY
SUBSIDIARY TO, ALTER THE CHARACTER OF ITS BUSINESS IN ANY MATERIAL RESPECT FROM
THAT CONDUCTED AS OF SEPTEMBER 1, 2004;
(BB)
THAT IT WILL NOT, NOR WILL IT PERMIT ANY
SUBSIDIARY TO,
(1)
DISSOLVE, LIQUIDATE OR WIND UP ITS AFFAIRS,
SELL, TRANSFER, LEASE OR OTHERWISE DISPOSE OF ITS PROPERTY OR ASSETS OR AGREE TO
DO SO AT A FUTURE TIME EXCEPT THE FOLLOWING, WITHOUT DUPLICATION, SHALL BE
EXPRESSLY PERMITTED:
(A)
SPECIFIED SALES;
(B)
THE SALE, TRANSFER, LEASE OR OTHER
DISPOSITION OF PROPERTY OR ASSETS (A) TO AN UNRELATED PARTY NOT IN THE ORDINARY
COURSE OF BUSINESS (OTHER THAN SPECIFIED SALES), WHERE AND TO THE EXTENT THAT
THEY ARE THE RESULT OF A RECOVERY EVENT OR (B) THE SALE, LEASE, TRANSFER OR
OTHER DISPOSITION OF REAL PROPERTY, MACHINERY, PARTS AND EQUIPMENT NO LONGER
USED OR USEFUL IN THE CONDUCT OF THE BUSINESS OF THE GUARANTOR OR ANY OF ITS
SUBSIDIARIES, AS APPROPRIATE, IN ITS REASONABLE DISCRETION;
(C)
THE SALE, LEASE OR TRANSFER OF PROPERTY OR
ASSETS FROM A CREDIT PARTY TO ANOTHER CREDIT PARTY;
(D)
THE SALE OF TRADE RECEIVABLES SOLD OR
OTHERWISE CONVEYED TO OR BY A SECURITIZATION VEHICLE; AND
(E)
THE SALE, LEASE OR TRANSFER OF PROPERTY OR
ASSETS NOT TO EXCEED 10% OF CONSOLIDATED TOTAL ASSETS IN THE AGGREGATE IN ANY
FISCAL YEAR; OR
(2)
(I) PURCHASE, LEASE OR OTHERWISE ACQUIRE
(IN A SINGLE TRANSACTION OR A SERIES OF RELATED TRANSACTIONS) THE PROPERTY OR
ASSETS OF ANY PERSON (OTHER
66
THAN PURCHASES OR OTHER ACQUISITIONS OF INVENTORY, LEASES, MATERIALS, PROPERTY
AND EQUIPMENT IN THE ORDINARY COURSE OF BUSINESS, EXCEPT AS OTHERWISE LIMITED OR
PROHIBITED HEREIN) OR (II) ENTER INTO ANY TRANSACTION OF MERGER OR
CONSOLIDATION, EXCEPT FOR (A) INVESTMENTS OR ACQUISITIONS (INCLUDING PERMITTED
ACQUISITIONS) PERMITTED PURSUANT TO SECTION 6.2(CC), (B) THE MERGER OR
CONSOLIDATION OF A CREDIT PARTY WITH AND INTO ANOTHER CREDIT PARTY, PROVIDED
THAT IF THE GUARANTOR IS A PARTY THERETO, THE GUARANTOR WILL BE THE SURVIVING
CORPORATION AND (C) THE MERGER OR CONSOLIDATION OF A SUBSIDIARY WITH AND INTO
ANOTHER SUBSIDIARY OR THE GUARANTOR; PROVIDED THAT IF A CREDIT PARTY IS A PARTY
THERETO, THE CREDIT PARTY WILL BE THE SURVIVING CORPORATION;
(CC)
THAT IT WILL NOT, NOR WILL IT PERMIT ANY
SUBSIDIARY TO, MAKE ANY INVESTMENT EXCEPT FOR PERMITTED INVESTMENTS;
(DD)
THAT IT WILL NOT, NOR WILL IT PERMIT ANY
SUBSIDIARY TO, ENTER INTO ANY TRANSACTION OR