CONNECTION WITH A PERMITTED
ACQUISITION, PROVIDED THAT IF SUCH SUBSIDIARY IS (A) A LOAN PARTY, THE SURVIVING
ENTITY MUST BE A LOAN PARTY, OR (B) A DOMESTIC SUBSIDIARY BORROWER, THE
SURVIVING ENTITY MUST BE SUCH DOMESTIC SUBSIDIARY BORROWER, (V) ANY SUBSIDIARY
(OTHER THAN ANY DOMESTIC SUBSIDIARY BORROWER OR THE CANADIAN SUBSIDIARY
BORROWER) MAY LIQUIDATE OR DISSOLVE IF THE PARENT BORROWER DETERMINES IN GOOD
FAITH THAT SUCH LIQUIDATION OR DISSOLUTION IS IN THE BEST INTERESTS OF THE
PARENT 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 6.05 AND (VI) THE PARENT BORROWER MAY MERGE WITH AN AFFILIATE
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SOLELY FOR THE PURPOSE OF
INCORPORATING OR ORGANIZING THE PARENT BORROWER UNDER THE LAWS OF THE STATE OF
DELAWARE; PROVIDED THAT SUCH MERGER DOES NOT ADVERSELY AFFECT THE LENDERS IN ANY
MATERIAL RESPECT.
(B)
THE PARENT BORROWER 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 PARENT BORROWER AND THE SUBSIDIARIES ON THE EFFECTIVE DATE
AND BUSINESSES REASONABLY RELATED, ANCILLARY OR COMPLEMENTARY THERETO.
SECTION 6.05.
INVESTMENTS, LOANS, ADVANCES, GUARANTEES AND ACQUISITIONS.
THE
PARENT BORROWER WILL NOT, AND WILL NOT PERMIT ANY OF THE SUBSIDIARIES TO,
PURCHASE,
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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, EVIDENCES OF
INDEBTEDNESS OR OTHER SECURITIES (INCLUDING ANY OPTION, WARRANT OR OTHER RIGHT
TO ACQUIRE ANY OF THE FORGOING) OF, MAKE OR PERMIT TO EXIST ANY LOANS OR
ADVANCES TO, GUARANTEE ANY OBLIGATIONS OF, OR MAKE OR PERMIT TO EXIST ANY
INVESTMENT OR 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) PERMITTED INVESTMENTS;
(B) INVESTMENTS EXISTING ON THE DATE HEREOF AND SET FORTH ON SCHEDULE 6.05(B),
TO THE EXTENT SUCH INVESTMENTS WOULD NOT BE PERMITTED UNDER ANY OTHER CLAUSE OF
THIS SECTION 6.05;
(C) INVESTMENTS BY THE PARENT BORROWER AND THE SUBSIDIARIES IN THE EQUITY
INTERESTS OF THEIR RESPECTIVE SUBSIDIARIES (THAT ARE SUBSIDIARIES PRIOR TO SUCH
INVESTMENT); PROVIDED THAT (I) ANY SUCH EQUITY INTERESTS OWNED BY A LOAN PARTY
SHALL BE PLEDGED TO SECURE THE OBLIGATIONS AND (II)(A) THE AMOUNT OF ANY SUCH
INVESTMENT BY A LOAN PARTY IN A SUBSIDIARY THAT IS NOT A LOAN PARTY SHALL BE
AUTOMATICALLY ADDED TO THE ACCUMULATED INVESTMENT BALANCE AND (B) (1) AT ALL
TIMES THE ACCUMULATED INVESTMENT BALANCE SHALL NOT EXCEED $10,000,000 AND
(2) IMMEDIATELY PRIOR TO AND IMMEDIATELY AFTER GIVING EFFECT TO SUCH INVESTMENT
(AND THE INCURRENCE OF ANY LOANS AND THE ISSUANCE OF ANY LETTERS OF CREDIT IN
CONNECTION THEREWITH), THE TOTAL REVOLVING EXPOSURES SHALL NOT EXCEED 25% OF THE