MERGER OR
CONSOLIDATION IS IN THE BEST INTERESTS OF THE COMPANY AND IS NOT MATERIALLY
DISADVANTAGEOUS TO THE LENDERS, AND (IV) ANY PERMITTED ACQUISITION MAY BE
EFFECTED THROUGH A MERGER OF A SUBSIDIARY AND THE ACQUIRED PERSON; PROVIDED THAT
ANY SUCH MERGER OR CONSOLIDATION INVOLVING A PERSON THAT IS NOT A WHOLLY OWNED
SUBSIDIARY IMMEDIATELY PRIOR TO SUCH MERGER SHALL NOT BE PERMITTED UNLESS ALSO
PERMITTED BY SECTION 6.03.
(B) THE COMPANY WILL NOT, AND WILL NOT PERMIT ANY OF THE SUBSIDIARIES TO, ENGAGE
TO ANY MATERIAL EXTENT IN ANY BUSINESS OTHER THAN BUSINESSES OF THE TYPE
CONDUCTED BY THE COMPANY AND THE SUBSIDIARIES ON THE CLOSING DATE AND BUSINESSES
REASONABLY RELATED THERETO.
(C) THE COMPANY WILL NOT PERMIT ANY MATERIAL PORTION OF ITS ASSETS AND
OPERATIONS OUTSIDE THE UNITED STATES OF AMERICA TO BE OWNED OR CONDUCTED AT ANY
TIME BY SUBSIDIARIES OTHER THAN ICE OR ONE OR MORE OTHER SUBSIDIARIES DIRECTLY
OR INDIRECTLY OWNED BY ICE OR BY SUBSIDIARIES THAT GUARANTEE, AND THE EQUITY
INTERESTS IN WHICH ARE PLEDGED TO SECURE, THE SPANISH OBLIGATIONS, IN EACH CASE
ON TERMS AND UNDER DOCUMENTATION REASONABLY SATISFACTORY TO THE FACILITY AGENT.
SECTION 6.04. INVESTMENTS, LOANS, ADVANCES, GUARANTEES AND ACQUISITIONS. THE
COMPANY 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 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 (WHETHER THROUGH PURCHASE OF
ASSETS, MERGER OR OTHERWISE) (ALL THE FOREGOING BEING COLLECTIVELY CALLED
"INVESTMENTS"), EXCEPT:
(A) PERMITTED INVESTMENTS;
(B) INVESTMENTS EXISTING ON THE DATE HEREOF AND SET FORTH ON SCHEDULE 6.04;
(C) INVESTMENTS BY THE COMPANY AND THE SUBSIDIARIES IN EQUITY INTERESTS IN THEIR
RESPECTIVE SUBSIDIARIES (THAT ARE SUBSIDIARIES PRIOR TO SUCH INVESTMENT);
(D) INVESTMENTS CONSISTING OF LOANS OR ADVANCES MADE BY THE COMPANY TO ANY
SUBSIDIARY OR MADE BY ANY SUBSIDIARY TO THE COMPANY OR ANY OTHER SUBSIDIARY;
PROVIDED THAT (I) WALDEN UNIVERSITY, INC. SHALL NOT MAKE ANY LOANS OR ADVANCES
TO ANY SUBSIDIARY AND (II) ANY LOANS OR ADVANCES MADE BY THE COMPANY, ANY US
SUBSIDIARY THAT IS A CREDIT PARTY (OTHER THAN LOANS AND ADVANCES MADE BY WALDEN
UNIVERSITY, INC. TO THE COMPANY) OR ICE SHALL BE EVIDENCED BY A
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PROMISSORY NOTE PLEDGED PURSUANT TO THE APPLICABLE CREDIT SUPPORT DOCUMENT TO
SECURE THE OBLIGATIONS OR THE SPANISH OBLIGATIONS, AS THE CASE MAY BE;
(E) INVESTMENTS CONSISTING OF GUARANTEES BY THE COMPANY OR ANY US SUBSIDIARY
(OTHER THAN WALDEN UNIVERSITY, INC.) OF INDEBTEDNESS OF THE COMPANY OR ANY OTHER
US SUBSIDIARY, OR GUARANTEES