ANY
OF ITS SUBSIDIARIES TO, ENGAGE IN ANY BUSINESS OTHER THAN BUSINESSES OF THE TYPE
GENERALLY CONDUCTED BY THE BORROWER AND ITS SUBSIDIARIES ON THE DATE OF
EXECUTION OF THIS AGREEMENT AND BUSINESSES REASONABLY RELATED THERETO OR
REASONABLE EXTENSIONS OR EXPANSIONS THEREOF.
11.04.
Investments, Loans, Advances, Guarantees and
Acquisitions.
No Credit Party will, nor will it permit any of its Subsidiaries
to, purchase, hold or acquire (including pursuant to any merger with any Person
that was not a Credit 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)
any assets of any other Person constituting a business unit (whether through
purchase of assets, merger or otherwise), except:
(I)
PERMITTED INVESTMENTS, SUBJECT TO
CONTROL AGREEMENTS (WITH RESPECT TO CREDIT PARTIES) IN FAVOR OF THE
ADMINISTRATIVE AGENT FOR THE BENEFIT OF THE SECURED CREDITORS TO THE EXTENT
REQUIRED BY THE GUARANTY AND COLLATERAL AGREEMENT;
(II)
INVESTMENTS (W) CONSTITUTING EXTENSIONS OF
CREDIT BY TARGET TO HOLDINGS OR MERGERSUB WITH RESPECT TO ANY UNPAID AMOUNT
RELATING TO TOP-OFF PURCHASES, (X) BY THE CREDIT PARTIES AND THEIR SUBSIDIARIES
(EXCLUDING TARGET AND ITS SUBSIDIARIES) EXISTING ON THE DATE HEREOF IN THE
CAPITAL STOCK OR OTHER EQUITY INTERESTS OF THEIR RESPECTIVE SUBSIDIARIES AND
EXCLUDED SUBSIDIARIES, (Y) BY TARGET AND ITS SUBSIDIARIES EXISTING ON THE
EXCHANGE CLOSING DATE AND (Z) CONSTITUTING THE ACQUISITION OF EQUITY INTERESTS
IN TARGET PURSUANT TO THE TRANSACTION;
(III)
INVESTMENTS, LOANS OR ADVANCES MADE BY A
CREDIT PARTY TO ANY OTHER CREDIT PARTY (OTHER THAN HOLDINGS) AND BY ANY
SUBSIDIARY THAT IS NOT A SUBSIDIARY GUARANTOR TO ANY OTHER SUBSIDIARY THAT IS
NOT A SUBSIDIARY GUARANTOR;
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(IV)
GUARANTEES PERMITTED BY SECTION 11.01 (EXCLUDING CLAUSES (XXII)
AND (XXIII) THEREOF);
(V)
INVESTMENTS, LOANS AND ADVANCES IN EXISTENCE ON THE DATE OF THIS
AGREEMENT AND DESCRIBED IN SCHEDULE 11.04 AND ANY EXTENSIONS OR RENEWALS THEREOF
WHICH DO NOT INCREASE THE AMOUNT THEREOF OR CONVERSIONS OF ANY SUCH LOANS OR
ADVANCES TO EQUITY INVESTMENTS;
(VI)
LOANS, ADVANCES OR OTHER EXTENSIONS OF CREDIT MADE BY A CREDIT
PARTY OR ANY SUBSIDIARY TO ITS EMPLOYEES, OFFICERS AND DIRECTORS IN THE ORDINARY
COURSE OF BUSINESS FOR TRAVEL AND ENTERTAINMENT EXPENSES, RELOCATION COSTS AND
SIMILAR PURPOSES UP TO A MAXIMUM OF $10,000,000 IN THE AGGREGATE AT ANY ONE TIME
OUTSTANDING;
(VII)
NOTES PAYABLE, OR STOCK OR OTHER SECURITIES ISSUED BY ACCOUNT
DEBTORS TO A CREDIT PARTY OR ANY SUBSIDIARY PURSUANT TO NEGOTIATED AGREEMENTS
WITH RESPECT TO SETTLEMENT OF SUCH ACCOUNT DEBTOR'S ACCOUNTS IN THE ORDINARY
COURSE OF BUSINESS;
(VIII)
GUARANTEES, INVESTMENTS, LOANS AND ADVANCES NOT OTHERWISE
PERMITTED UNDER THIS SECTION 11.04 (INCLUDING (A) GUARANTEES, INVESTMENTS, LOANS
OR ADVANCES MADE BY OR TO OR ON