constituting a merger, dissolution or
liquidation is not otherwise permitted under Section 6.05).
105
(B)
NO LOAN PARTY WILL, NOR WILL IT PERMIT ANY
OF ITS SUBSIDIARIES TO, ENGAGE TO ANY MATERIAL EXTENT IN ANY MATERIAL LINE OF
BUSINESS SUBSTANTIALLY DIFFERENT FROM THOSE LINES OF BUSINESS CONDUCTED BY THE
COMPANY AND ITS SUBSIDIARIES ON THE DATE OF EXECUTION OF THIS AGREEMENT OR
BUSINESSES REASONABLY RELATED OR ANCILLARY THERETO.
(C)
HOLDINGS WILL NOT ENGAGE IN ANY BUSINESS OR
OPERATIONS OTHER THAN (I) THE OWNERSHIP, DIRECT OR INDIRECT, OF ALL THE
OUTSTANDING SHARES OF CAPITAL STOCK OF THE COMPANY, (II) PERFORMANCE OF ITS
OBLIGATIONS UNDER AND IN CONNECTION WITH THE LOAN DOCUMENTS, THE EXISTING NOTE
DOCUMENTS, THE SENIOR SECURED TERM LOAN FACILITY AND THE OTHER AGREEMENTS
CONTEMPLATED HEREBY AND THEREBY, (III) ACTIONS INCIDENTAL TO THE CONSUMMATION OF
THE TRANSACTIONS, (IV) ACTIONS REQUIRED BY LAW TO MAINTAIN ITS EXISTENCE,
(V) ANY PUBLIC OFFERING OF ITS COMMON STOCK, ANY OTHER ISSUANCE OF ITS EQUITY
INTERESTS AND PERFORMANCE OF ITS OBLIGATIONS UNDER ANY AGREEMENTS RELATED
THERETO, (VI) ANY TRANSACTION HOLDINGS IS PERMITTED TO ENTER INTO IN THIS
ARTICLE VI AND (VII) ACTIVITIES INCIDENTAL TO THE FOREGOING.
SECTION 6.04.
Investments, Loans,
Advances, Guarantees and Acquisitions.
No Loan Party will, nor will it permit
any Subsidiary to, purchase, hold or acquire (including pursuant to any merger
with any Person that was not a Loan Party and a wholly owned Subsidiary prior to
such merger) any capital stock, 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) all or substantially all of the property and assets or business
of another Person or assets of any other Person constituting a business unit
(whether through purchase of assets, merger or otherwise), except:
(A)
PERMITTED INVESTMENTS, SUBJECT TO A
PERFECTED SECURITY INTEREST IN FAVOR OF THE AGENT FOR THE BENEFIT OF THE
LENDERS;
(B)
INVESTMENTS IN EXISTENCE OR CONTEMPLATED ON
THE DATE OF THIS AGREEMENT AND DESCRIBED IN SCHEDULE 6.04; AND ANY MODIFICATION,
REPLACEMENT, RENEWAL, REINVESTMENT OR EXTENSION THEREOF (PROVIDED THAT THE
AMOUNT OF THE ORIGINAL INVESTMENT IS NOT INCREASED EXCEPT AS OTHERWISE PERMITTED
BY THIS SECTION 6.04), AND ANY INVESTMENTS, LOANS AND ADVANCES EXISTING ON THE
DATE HEREOF BY THE COMPANY OR ANY SUBSIDIARY IN OR TO THE COMPANY OR ANY OTHER
SUBSIDIARY OF THE COMPANY;
(C)
LOANS OR ADVANCES TO OFFICERS, DIRECTORS AND
EMPLOYEES OF HOLDINGS, THE COMPANY AND ANY SUBSIDIARY (I) FOR REASONABLE AND
CUSTOMARY BUSINESS RELATED TRAVEL, ENTERTAINMENT, RELOCATION AND ANALOGOUS
ORDINARY BUSINESS PURPOSES AND (II) IN CONNECTION WITH SUCH PERSONS' PURCHASE OF
EQUITY INTERESTS OF HOLDINGS (OR ANY DIRECT OR INDIRECT PARENT THEREOF (PROVIDED
THAT THE AMOUNT OF SUCH LOANS AND ADVANCES SHALL BE CONTRIBUTED TO THE COMPANY
IN CASH AS