LOAN PARTY; AND
(I)
LIENS NOT OTHERWISE PERMITTED BY THIS SECTION TO THE EXTENT THAT THE
AGGREGATE OUTSTANDING PRINCIPAL AMOUNT OF THE OBLIGATIONS SECURED THEREBY DOES
NOT EXCEED $1,000,000 AT ANY TIME OUTSTANDING.
SECTION 6.03.
FUNDAMENTAL CHANGES; LINES OF BUSINESS.
(A)
THE BORROWER WILL
NOT, NOR WILL IT PERMIT ANY SUBSIDIARY TO, MERGE INTO OR CONSOLIDATE WITH ANY
OTHER PERSON, OR PERMIT ANY OTHER PERSON TO MERGE INTO OR CONSOLIDATE WITH IT,
OR LIQUIDATE OR DISSOLVE, EXCEPT THAT, IF AT THE TIME THEREOF AND IMMEDIATELY
AFTER GIVING EFFECT THERETO NO DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING (I)
ANY PERSON MAY MERGE INTO THE BORROWER IN A TRANSACTION IN WHICH THE BORROWER IS
THE SURVIVING CORPORATION, (II) ANY PERSON (OTHER THAN THE BORROWER) MAY MERGE
WITH ANY SUBSIDIARY IN A TRANSACTION IN WHICH THE SURVIVING ENTITY IS A
SUBSIDIARY AND (IF ANY PARTY TO SUCH MERGER IS A SUBSIDIARY LOAN PARTY) IS A
SUBSIDIARY LOAN PARTY AND (III) ANY SUBSIDIARY (OTHER THAN A SUBSIDIARY LOAN
PARTY) 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 6.04.
(B)
EXCEPT AS AND TO THE EXTENT EXPRESSLY PROVIDED IN SECTION 6.04(K), THE
BORROWER WILL NOT, NOR WILL IT PERMIT ANY SUBSIDIARY TO, ENGAGE TO ANY MATERIAL
EXTENT IN ANY BUSINESS OTHER THAN BUSINESSES OF THE TYPE CONDUCTED BY THE
BORROWER AND THE SUBSIDIARIES ON THE CLOSING DATE AND BUSINESSES REASONABLY
RELATED THERETO.
SECTION 6.04.
INVESTMENTS, LOANS, ADVANCES, GUARANTEES AND ACQUISITIONS.
THE
BORROWER WILL NOT, NOR WILL IT PERMIT ANY 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 EQUITY INTERESTS IN OR
EVIDENCES 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, OR PURCHASE OR
OTHERWISE ACQUIRE (IN ONE TRANSACTION OR A SERIES OF TRANSACTIONS) ANY ASSETS OF
ANY OTHER PERSON CONSTITUTING A BUSINESS UNIT, EXCEPT:
(A)
THE ACQUISITION; PROVIDED THAT THE CONSIDERATION PAID SHALL BE LIMITED TO
THE MERGER CONSIDERATION;
(B)
PERMITTED INVESTMENTS;
(C)
INVESTMENTS EXISTING ON THE DATE HEREOF AND SET FORTH ON SCHEDULE 6.04;
(D)
INVESTMENTS BY THE BORROWER IN EQUITY INTERESTS IN ANY PERSON THAT IS A
SUBSIDIARY PRIOR TO THE MAKING OF SUCH INVESTMENTS AND BY ANY SUBSIDIARY IN THE
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EQUITY INTERESTS OF THE BORROWER OR ANY PERSON THAT IS A SUBSIDIARY PRIOR TO THE
MAKING OF SUCH INVESTMENTS; PROVIDED THAT (I) ANY SUCH EQUITY INTERESTS HELD BY
A LOAN PARTY SHALL BE PLEDGED PURSUANT TO THE COLLATERAL AGREEMENT