THE
BORROWER OR A SUBSIDIARY (OTHER THAN A RECEIVABLES SUBSIDIARY) IN ORDER TO
EFFECT A PERMITTED ACQUISITION THAT IS PERMITTED BY SECTION 6.04 (PROVIDED THAT
THE SURVIVING ENTITY IS THE BORROWER OR A WHOLLY-OWNED SUBSIDIARY); 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, (V) A SUBSIDIARY MAY MERGE INTO AND CONSOLIDATE WITH ANOTHER
PERSON IN ORDER TO EFFECT A TRANSACTION IN WHICH ALL THE EQUITY INTERESTS OF
SUCH SUBSIDIARY OWNED DIRECTLY OR INDIRECTLY BY THE BORROWER WOULD BE DISPOSED
OF; PROVIDED THAT SUCH TRANSACTION IS (A) TREATED AS A SALE OF THE EQUITY
INTERESTS OF SUCH SUBSIDIARY FOR ALL PURPOSES OF THIS AGREEMENT AND
(B) PERMITTED BY AND CONDUCTED IN COMPLIANCE WITH (AND TREATED FOR ALL PURPOSES
OF THIS AGREEMENT AS A SALE OF THE EQUITY INTERESTS OF SUCH SUBSIDIARY PURSUANT
TO) SECTION 6.05(A)(V), (VI) HOLDINGS MAY EFFECT THE HOLDINGS CORPORATE
CONVERSION AND (VII) BORROWER MAY EFFECT THE BORROWER CORPORATE CONVERSION.
(B)
THE BORROWER WILL NOT PERMIT THE BORROWER AND THE SUBSIDIARIES (TAKEN AS A
WHOLE) TO ENGAGE TO ANY MATERIAL EXTENT IN ANY BUSINESS OTHER THAN BUSINESSES
CONDUCTED BY THE OPERATING BUSINESSES AS OF THE THIRD RESTATEMENT EFFECTIVE DATE
AND BUSINESSES REASONABLY RELATED THERETO.
(C)
HOLDINGS WILL NOT ENGAGE IN ANY BUSINESS OR ACTIVITY OTHER THAN (I) THE
OWNERSHIP OF ALL THE OUTSTANDING EQUITY INTERESTS OF THE BORROWER AND ACTIVITIES
INCIDENTAL THERETO AND (II) CONSUMMATION OF THE IPO AND ACTIVITIES INCIDENTAL
THERETO.
HOLDINGS WILL NOT OWN OR ACQUIRE ANY ASSETS (OTHER THAN EQUITY
INTERESTS OF THE BORROWER, CASH AND PERMITTED INVESTMENTS) OR INCUR ANY
LIABILITIES (OTHER THAN LIABILITIES UNDER THE LOAN DOCUMENTS, GUARANTEES IN
RESPECT OF THE SENIOR UNSECURED DEBT AND SUBORDINATED DEBT, LIABILITIES IMPOSED
BY LAW, INCLUDING TAX LIABILITIES, AND OTHER LIABILITIES INCIDENTAL TO ITS
EXISTENCE AND PERMITTED BUSINESS AND ACTIVITIES).
SECTION 6.04.
INVESTMENTS, LOANS, ADVANCES, GUARANTEES AND ACQUISITIONS.
(A)
THE BORROWER WILL NOT, AND WILL NOT PERMIT ANY OF THE SUBSIDIARIES 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
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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:
(I) THE ACQUISITION;
(II) PERMITTED INVESTMENTS;
(III) INVESTMENTS, LOANS, ADVANCES AND GUARANTEES EXISTING ON THE ORIGINAL
EFFECTIVE DATE AND SET FORTH ON SCHEDULE 6.04(A);
(IV) INVESTMENTS BY THE BORROWER AND THE SUBSIDIARIES IN EQUITY INTERESTS IN
THEIR RESPECTIVE SUBSIDIARIES; PROVIDED THAT (A) ANY SUCH EQUITY INTERESTS HELD
BY A LOAN PARTY SHALL BE PLEDGED TO THE EXTENT REQUIRED TO SATISFY THE