DEBT PERMITTED BY THIS SUBSECTION (E) AND (II) THE
AGGREGATE AMOUNT OF INDEBTEDNESS PERMITTED TO BE SECURED UNDER SECTION 7.01(N),
SHALL NOT AT ANY TIME EXCEED THE GREATER OF (X) $300,000,000 AND (Y) 10% OF
CONSOLIDATED TANGIBLE NET WORTH.
7.03
FUNDAMENTAL CHANGES; ACQUISITIONS.
(A)
MERGE, DISSOLVE, LIQUIDATE, CONSOLIDATE
WITH OR INTO ANOTHER PERSON, OR DISPOSE OF (WHETHER IN ONE TRANSACTION OR IN A
SERIES OF TRANSACTIONS) ALL OR SUBSTANTIALLY ALL OF ITS ASSETS (WHETHER NOW
OWNED OR HEREAFTER ACQUIRED) TO OR IN FAVOR OF ANY PERSON, EXCEPT THAT, SO LONG
AS NO DEFAULT EXISTS OR WOULD RESULT THEREFROM:
(I)
ANY SUBSIDIARY MAY MERGE WITH (I) THE
COMPANY, PROVIDED THAT THE COMPANY SHALL BE THE CONTINUING OR SURVIVING PERSON,
OR (II) ANY ONE OR MORE OTHER SUBSIDIARIES, PROVIDED THAT WHEN ANY SUBSIDIARY
GUARANTOR IS MERGING WITH ANOTHER SUBSIDIARY, THE SUBSIDIARY GUARANTOR SHALL BE
THE CONTINUING OR SURVIVING PERSON;
(II)
ANY SUBSIDIARY MAY DISPOSE OF ALL OR
SUBSTANTIALLY ALL OF ITS ASSETS (UPON VOLUNTARY LIQUIDATION, DISSOLUTION OR
OTHERWISE) TO THE COMPANY OR TO ANOTHER SUBSIDIARY; PROVIDED THAT IF THE
TRANSFEROR IN SUCH A TRANSACTION IS A SUBSIDIARY GUARANTOR, THEN THE TRANSFEREE
MUST EITHER BE THE COMPANY OR A SUBSIDIARY GUARANTOR; AND
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(III)
THE COMPANY MAY MERGE WITH ANY OTHER PERSON,
PROVIDED THE COMPANY IS THE SURVIVING CORPORATION.
(B)
ENTER INTO OR CONSUMMATE ANY ACQUISITIONS,
PROVIDED THAT THE COMPANY OR ITS SUBSIDIARIES MAY ENTER INTO OR CONSUMMATE
ACQUISITIONS IF (I) THE ACQUIRED ENTITY RELATED TO ANY SUCH ACQUISITION IS NOT
ENGAGED IN ANY MATERIAL LINE OF BUSINESS THAT IS NOT THE SAME AS OR REASONABLY
RELATED TO THOSE LINES OF BUSINESS CONDUCTED BY THE COMPANY AND ITS SUBSIDIARIES
ON THE DATE SUCH ACQUISITION IS CONSUMMATED; (II) THE COMPANY SHALL CAUSE ALL
ACQUIRED ENTITIES TO COMPLY WITH SECTION 6.13 (IF APPLICABLE); (III) NO DEFAULT
EXISTS OR WOULD RESULT FROM THE CONSUMMATION OF SUCH ACQUISITION; AND (IV) OTHER
THAN IN CONJUNCTION WITH AN EXEMPT ACQUISITION, THE COMPANY SHALL PROVIDE TO THE
ADMINISTRATIVE AGENT, NO LATER THAN THE DATE THE NEXT ENSUING COMPLIANCE
CERTIFICATE IS REQUIRED TO BE DELIVERED HEREUNDER, SUCH FINANCIAL AND OTHER
INFORMATION REGARDING THE PERSON WHO IS BEING SO ACQUIRED, INCLUDING HISTORICAL
FINANCIAL STATEMENTS (NOT EXCEEDING THE PRECEDING FOUR FULL FISCAL QUARTER
PERIOD) AND A DESCRIPTION OF SUCH PERSON, AS THE ADMINISTRATIVE AGENT SHALL
REASONABLY REQUEST.
7.04
DISPOSITIONS.
MAKE ANY DISPOSITION OR ENTER INTO
ANY AGREEMENT TO MAKE ANY DISPOSITION, EXCEPT:
(A)
DISPOSITIONS OF OBSOLETE OR WORN OUT
PROPERTY, WHETHER NOW OWNED OR HEREAFTER ACQUIRED, IN THE ORDINARY COURSE OF
BUSINESS;
(B)
DISPOSITIONS OF INVENTORY IN THE ORDINARY
COURSE OF BUSINESS;
(C)
DISPOSITIONS OF EQUIPMENT OR REAL PROPERTY
TO THE EXTENT THAT (I) SUCH PROPERTY IS EXCHANGED FOR CREDIT AGAINST THE
PURCHASE PRICE OF SIMILAR REPLACEMENT PROPERTY OR (II) THE PROCEEDS OF SUCH
DISPOSITION ARE REASONABLY PROMPTLY APPLIED TO THE PURCHASE PRICE OF SUCH
REPLACEMENT PROPERTY;
(D)
DISPOSITIONS OF PROPERTY BY ANY SUBSIDIARY
TO THE COMPANY OR TO A WHOLLY-OWNED SUBSIDIARY; PROVIDED THAT IF THE TRANSFEROR
OF SUCH PROPERTY IS A