NOT A SUBSIDIARY AND (IV) ANY SUBSIDIARY MAY LIQUIDATE OR
DISSOLVE IF THE BORROWER DETERMINES IN GOOD FAITH THAT SUCH LIQUIDATION OR
DISSOLUTION IS IN THE BEST INTERESTS OF THE BORROWER AND IS NOT MATERIALLY
DISADVANTAGEOUS TO THE LENDERS; 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 IT IS ALSO PERMITTED BY SECTION 6.04.
(B)
NONE OF THE BORROWER OR ANY SUBSIDIARY WILL ENGAGE TO ANY MATERIAL EXTENT
IN ANY BUSINESS OTHER THAN BUSINESSES OF THE TYPE CONDUCTED BY THE BORROWER AND
THE SUBSIDIARIES ON THE DATE HEREOF AND BUSINESSES INCIDENTAL OR REASONABLY
RELATED OR SIMILAR OR COMPLEMENTARY THERETO OR REASONABLE EXTENSIONS THEREOF.
(C)
THE BORROWER WILL NOT PERMIT ANY PERSON OTHER THAN THE BORROWER, OR ONE OR
MORE OF ITS SUBSIDIARIES THAT IS NOT A CFC, TO OWN ANY ISSUED OR OUTSTANDING
EQUITY INTERESTS IN ANY DOMESTIC SUBSIDIARY.
72
SECTION 6.04.
INVESTMENTS, LOANS, ADVANCES, GUARANTEES AND ACQUISITIONS.
NONE
OF THE BORROWER OR ANY SUBSIDIARY WILL PURCHASE, HOLD, ACQUIRE (INCLUDING
PURSUANT TO ANY MERGER OR CONSOLIDATION WITH ANY PERSON THAT WAS NOT A
WHOLLY-OWNED SUBSIDIARY PRIOR THERETO) OR MAKE ANY INVESTMENT IN ANY OTHER
PERSON, OR PURCHASE OR OTHERWISE ACQUIRE (IN ONE TRANSACTION OR A SERIES OF
TRANSACTIONS) ALL OR SUBSTANTIALLY ALL THE ASSETS OF ANY OTHER PERSON OR OF A
BUSINESS UNIT, DIVISION, PRODUCT LINE (INCLUDING RIGHTS IN RESPECT OF ANY DRUG
OR OTHER PHARMACEUTICAL PRODUCT) OR LINE OF BUSINESS OF ANY OTHER PERSON
(INCLUDING THROUGH ANY EXCLUSIVE LONG-TERM LICENSE OF RIGHTS TO A DRUG OR OTHER
PRODUCT LINE), OR ASSETS ACQUIRED OTHER THAN IN THE ORDINARY COURSE OF BUSINESS
THAT, FOLLOWING THE ACQUISITION THEREOF, WOULD CONSTITUTE A SUBSTANTIAL PORTION
OF THE ASSETS OF THE BORROWER AND THE SUBSIDIARIES, TAKEN AS A WHOLE, EXCEPT:
(A) CASH AND OTHER PERMITTED INVESTMENTS;
(B) INVESTMENTS EXISTING ON THE DATE HEREOF AND SET FORTH ON SCHEDULE 6.04;
(C) INVESTMENTS BY THE BORROWER AND THE SUBSIDIARIES IN EQUITY INTERESTS IN
THEIR SUBSIDIARIES; PROVIDED THAT (I) SUCH SUBSIDIARIES ARE SUBSIDIARIES PRIOR
TO THE MAKING OF SUCH INVESTMENTS, AND (II) THE AGGREGATE AMOUNT OF ALL
INVESTMENTS BY LOAN PARTIES IN, AND LOANS AND ADVANCES BY LOAN PARTIES TO, AND
GUARANTEES BY LOAN PARTIES OF INDEBTEDNESS AND OTHER OBLIGATIONS OF,
SUBSIDIARIES THAT ARE NOT LOAN PARTIES MADE AFTER THE DATE HEREOF (OTHER THAN
THE CONVERSION OF ANY INTERCOMPANY ACCOUNT OR OTHER OBLIGATION OWED BY ANY
FOREIGN SUBSIDIARY TO A LOAN PARTY INTO THE EQUITY INTERESTS OF SUCH FOREIGN
SUBSIDIARY), IN EACH CASE MADE IN RELIANCE ON THIS CLAUSE (C) AND THE FOLLOWING
CLAUSES (D) AND (E) OF THIS SECTION, SHALL NOT EXCEED US$200,000,000 AT ANY TIME
OUTSTANDING;
(D) LOANS OR ADVANCES MADE BY THE BORROWER OR ANY SUBSIDIARY TO ANY SUBSIDIARY;
PROVIDED THAT (I) THE INDEBTEDNESS RESULTING THEREFROM IS PERMITTED BY
SECTION 6.01(A)(IV) AND (II) THE AMOUNT OF SUCH LOANS AND ADVANCES MADE BY LOAN
PARTIES TO SUBSIDIARIES THAT ARE NOT LOAN PARTIES SHALL BE SUBJECT TO THE