NOT EXCEED 15% OF CONSOLIDATED NET TANGIBLE
ASSETS.
SECTION 7.2.4.
MERGERS, ASSET DISPOSITIONS, ETC.
THE BORROWER WILL NOT, NOR
WILL IT PERMIT ANY OF ITS SUBSIDIARIES TO, LIQUIDATE, DISSOLVE OR ENTER INTO ANY
CONSOLIDATION, MERGER, JOINT VENTURE OR ANY OTHER COMBINATION OR SELL, LEASE,
ASSIGN, TRANSFER OR OTHERWISE DISPOSE OF ANY ASSETS OR STOCK, WHETHER NOW OWNED
OR HEREAFTER ACQUIRED, IN A SINGLE TRANSACTION OR IN A SERIES OF TRANSACTIONS
OTHER THAN:
(A)
SALES OF INVENTORY IN THE ORDINARY COURSE
OF BUSINESS;
(B)
THE MERGER OR CONSOLIDATION OF ANY
SUBSIDIARY WITH OR INTO THE BORROWER OR A WHOLLY-OWNED SUBSIDIARY;
(C)
THE MERGER OR CONSOLIDATION OF ANY OTHER
PERSON WITH OR INTO THE BORROWER OR ANY SUBSIDIARY, SO LONG AS, AFTER GIVING
EFFECT THERETO, (I) THE BORROWER OR ITS SUBSIDIARY, AS THE CASE MAY BE, IS THE
SURVIVING ENTITY AND (II) NO DEFAULT OR EVENT OF DEFAULT WOULD EXIST;
(D)
SALES OF ASSETS OR STOCK BY THE BORROWER OR
A SUBSIDIARY TO A WHOLLY-OWNED SUBSIDIARY OR THE BORROWER; AND
(E)
(I) SALES OF ASSETS OR STOCK TO ANY OTHER
PERSON OR (II) LIQUIDATIONS OF SUBSIDIARIES (OTHER THAN A PRINCIPAL SUBSIDIARY)
IF, AFTER GIVING EFFECT THERETO, THE AGGREGATE BOOK VALUE OF SUCH ASSETS OR
STOCK DISPOSED OF OR LIQUIDATED DOES NOT, DURING THE MOST RECENT PERIOD OF 12
CONSECUTIVE MONTHS, EXCEED 20% OF CONSOLIDATED NET TANGIBLE ASSETS AS AT THE END
OF THE BORROWER'S IMMEDIATELY PRECEDING FISCAL YEAR; AND
(F)
JOINT VENTURES BETWEEN SUBSIDIARIES,
BETWEEN ONE OR MORE SUBSIDIARIES AND THE BORROWER, BETWEEN THE BORROWER AND
OTHER PERSONS AND BETWEEN SUBSIDIARIES AND OTHER PERSONS.
SECTION 7.2.5.
EBIT TO INTEREST EXPENSE RATIO.
THE BORROWER WILL NOT PERMIT
THE RATIO OF EBIT TO INTEREST EXPENSE TO BE LESS THAN 2.5:1.00.
FOR PURPOSES OF
CALCULATING SUCH RATIO, THE
50
ITEMS INCLUDED THEREIN SHALL BE MEASURED ON A CONSOLIDATED BASIS FOR THE
BORROWER AND ITS SUBSIDIARIES FOR THE FOUR FULL FISCAL QUARTERS IMMEDIATELY
PRECEDING THE DATE OF CALCULATION.
ARTICLE VIII
EVENTS OF DEFAULT
SECTION 8.1.
LISTING OF EVENTS OF DEFAULT.
EACH OF THE FOLLOWING EVENTS OR
OCCURRENCES DESCRIBED IN THIS SECTION 8.1 SHALL CONSTITUTE AN "EVENT OF
DEFAULT".
SECTION 8.1.1.
NON-PAYMENT OF OBLIGATIONS.
THE BORROWER SHALL DEFAULT IN THE
PAYMENT WHEN DUE OF ANY PRINCIPAL OF ANY LOAN, OR THE BORROWER SHALL DEFAULT
(AND SUCH DEFAULT SHALL CONTINUE UNREMEDIED FOR A PERIOD OF THREE BUSINESS DAYS)
IN THE PAYMENT WHEN DUE OF ANY INTEREST ON ANY LOAN, OR THE BORROWER SHALL
DEFAULT AFTER NOTICE (INCLUDING, WITHOUT LIMITATION, NOTICE DELIVERED BY WAY OF
SUBMISSION OF A DETAILED INVOICE) (AND SUCH DEFAULT SHALL CONTINUE UNREMEDIED
FOR A PERIOD OF FIVE DAYS) IN THE PAYMENT WHEN DUE OF ANY FEE DESCRIBED IN
SECTION 3.4 OR OF ANY OTHER OBLIGATION, INCLUDING, WITHOUT LIMITATION, FEES
DESCRIBED IN THE TRANSACTION FEE LETTER.
SECTION 8.1.2.
BREACH OF WARRANTY.
ANY REPRESENTATION OR WARRANTY OF THE
BORROWER MADE OR DEEMED TO BE MADE HEREUNDER OR IN ANY OTHER LOAN DOCUMENT OR
ANY OTHER WRITING OR CERTIFICATE FURNISHED BY OR ON BEHALF OF THE BORROWER