EVENT OF
DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING (I) THE BORROWER MAY MERGE WITH A
PERSON IF THE BORROWER IS THE SURVIVING PERSON, (II) ANY SUBSIDIARY LOAN PARTY
MAY MERGE INTO ANOTHER SUBSIDIARY LOAN PARTY, (III) THE PARENT AND ANY
RESTRICTED SUBSIDIARY MAY MERGE WITH A PERSON IF THE PARENT OR SUCH RESTRICTED
SUBSIDIARY IS THE SURVIVING PERSON (UNLESS THE BORROWER OR ANOTHER SUBSIDIARY
LOAN PARTY IS THE SURVIVING PERSON), (IV) ANY SUBSIDIARY LOAN PARTY MAY SELL,
TRANSFER, LEASE OR OTHERWISE DISPOSE OF ALL OR SUBSTANTIALLY ALL OF ITS ASSETS
TO THE BORROWER OR TO A SUBSIDIARY LOAN PARTY AND (V) ANY SUBSIDIARY (OTHER THAN
A RESTRICTED SUBSIDIARY) MAY LIQUIDATE OR DISSOLVE 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; PROVIDED, THAT
ANY SUCH MERGER INVOLVING A PERSON THAT IS NOT A WHOLLY-OWNED SUBSIDIARY
IMMEDIATELY PRIOR TO SUCH MERGER SHALL NOT BE PERMITTED UNLESS ALSO PERMITTED BY
SECTION 7.4.
(B)
THE PARENT WILL NOT, AND WILL NOT PERMIT ANY
OF ITS SUBSIDIARIES TO, ENGAGE IN ANY BUSINESS OTHER THAN BUSINESSES OF THE TYPE
CONDUCTED BY THE PARENT AND ITS SUBSIDIARIES ON DECEMBER 31, 2004 AND BUSINESSES
REASONABLY RELATED THERETO.
SECTION 7.4.
INVESTMENTS, LOANS, ETC.
THE PARENT
AND THE BORROWER WILL NOT, AND WILL NOT PERMIT ANY RESTRICTED SUBSIDIARY TO,
PURCHASE, HOLD OR ACQUIRE (INCLUDING PURSUANT TO ANY MERGER WITH ANY PERSON THAT
WAS NOT A WHOLLY-OWNED SUBSIDIARY PRIOR TO SUCH MERGER), ANY COMMON STOCK,
EVIDENCE OF INDEBTEDNESS OR OTHER SECURITIES (INCLUDING ANY OPTION, WARRANT, OR
OTHER RIGHT TO ACQUIRE ANY OF THE FOREGOING) OF, MAKE OR PERMIT TO EXIST ANY
LOANS OR ADVANCES TO, GUARANTEE ANY OBLIGATIONS OF, OR MAKE OR PERMIT TO EXIST
ANY INVESTMENT OR ANY OTHER INTEREST IN, ANY OTHER PERSON (ALL OF THE FOREGOING
BEING COLLECTIVELY CALLED "INVESTMENTS"), OR PURCHASE OR OTHERWISE ACQUIRE (IN
ONE TRANSACTION OR A SERIES OF TRANSACTIONS) ANY ASSETS OF ANY OTHER PERSON THAT
CONSTITUTE A BUSINESS UNIT, OR CREATE OR FORM ANY SUBSIDIARY, EXCEPT:
(A)
INVESTMENTS (OTHER THAN PERMITTED
INVESTMENTS) EXISTING ON THE DATE HEREOF AND SET FORTH ON SCHEDULE 7.4
(INCLUDING INVESTMENTS IN SUBSIDIARIES);
(B)
PERMITTED INVESTMENTS;
(C)
GUARANTEES CONSTITUTING INDEBTEDNESS
PERMITTED BY SECTION 7.1; PROVIDED, THAT THE AGGREGATE PRINCIPAL AMOUNT OF
INDEBTEDNESS OF THE BORROWER'S SUBSIDIARIES THAT ARE NOT
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SUBSIDIARY LOAN PARTIES THAT IS GUARANTEED BY ANY LOAN PARTY SHALL BE SUBJECT TO
THE LIMITATION SET FORTH IN CLAUSE (D) HEREOF;
(D)
INVESTMENTS MADE BY THE PARENT OR THE
BORROWER IN OR TO ANY SUBSIDIARY AND BY ANY SUBSIDIARY TO THE BORROWER OR IN OR
TO ANOTHER SUBSIDIARY OF THE BORROWER; PROVIDED, THAT THE AGGREGATE AMOUNT OF
INVESTMENTS BY LOAN PARTIES IN OR TO, AND GUARANTEES BY LOAN PARTIES OF
INDEBTEDNESS OF ANY SUBSIDIARY THAT IS NOT A SUBSIDIARY LOAN PARTY (INCLUDING
ALL SUCH INVESTMENTS AND GUARANTEES EXISTING ON THE CLOSING DATE) SHALL NOT
EXCEED $1,000,000 AT ANY TIME OUTSTANDING;
(E)
LOANS OR ADVANCES TO EMPLOYEES,