ACTIVITIES THAT ARE INCIDENTAL TO (X) THE
MAINTENANCE OF ITS CORPORATE EXISTENCE IN COMPLIANCE WITH APPLICABLE LAW, (Y)
LEGAL, TAX AND ACCOUNTING MATTERS IN CONNECTION WITH ANY OF THE FOREGOING
ACTIVITIES AND (Z) THE ENTERING INTO, AND PERFORMING ITS OBLIGATIONS UNDER, THIS
AGREEMENT, THE OTHER DOCUMENTS, AND THE MANAGEMENT AGREEMENT TO WHICH IT IS A
PARTY AND (II) HOLDINGS MAY ISSUE EQUITY INTERESTS TO THE EXTENT PERMITTED UNDER
SECTION 8.13.
(C)
FROM AND AFTER THE TIME OF ITS
ESTABLISHMENT (IF ANY), INTERMEDIATE HOLDCO WILL NOT ENGAGE IN ANY BUSINESS
OTHER THAN ITS OWNERSHIP OF THE CAPITAL STOCK OF, AND THE MANAGEMENT OF, THE
BORROWER AND OTHER ACTIVITIES DESCRIBED IN THE PROVISO CONTAINED IN PRECEDING
CLAUSE (B).
8.02
CONSOLIDATION, MERGER, SALE OR PURCHASE OF ASSETS, ETC.
HOLDINGS WILL
NOT, AND WILL NOT PERMIT ANY SUBSIDIARY TO, WIND UP, LIQUIDATE OR DISSOLVE ITS
AFFAIRS, OR ENTER INTO ANY TRANSACTION OF MERGER OR CONSOLIDATION, OR CONVEY,
SELL, LEASE OR OTHERWISE DISPOSE OF ALL OR ANY PART OF ITS PROPERTY OR ASSETS
(OTHER THAN INVENTORY OR WORN-OUT OR OBSOLETE EQUIPMENT NO LONGER NEEDED IN THE
CONDUCT OF THE BUSINESS, IN EACH CASE IN THE ORDINARY COURSE OF BUSINESS) OR
PURCHASE, LEASE OR OTHERWISE ACQUIRE ALL OR ANY PART OF THE PROPERTY OR ASSETS
OF ANY PERSON (OTHER THAN PURCHASES OR OTHER ACQUISITIONS OF INVENTORY, LEASES,
MATERIALS, SUPPLIES AND EQUIPMENT, IN EACH CASE IN THE ORDINARY COURSE OF
BUSINESS) OR AGREE TO DO ANY OF THE FOREGOING AT ANY FUTURE TIME WITHOUT A
CONTINGENCY IN ANY SUCH AGREEMENT RELATING TO EITHER (X) OBTAINING ANY REQUIRED
APPROVAL HEREUNDER OR (Y) THE REPAYMENT IN CASH IN FULL OF ALL THE OBLIGATIONS
AND THE TERMINATION OF ALL COMMITMENTS PRIOR TO OR CONTEMPORANEOUSLY WITH THE
CONSUMMATION OF THE RESPECTIVE TRANSACTION, EXCEPT THAT THE FOLLOWING SHALL BE
PERMITTED:
(A)
(I) ANY SUBSIDIARY OF THE BORROWER MAY BE
MERGED OR CONSOLIDATED WITH OR INTO, OR BE LIQUIDATED INTO, A QUALIFIED CREDIT
PARTY (SO LONG AS A QUALIFIED CREDIT PARTY (WHICH MUST BE THE BORROWER IN THE
CASE OF ANY SUCH TRANSACTION WITH THE BORROWER) IS THE SURVIVING CORPORATION),
AND (II) THE BORROWER OR ANY SUBSIDIARY THEREOF MAY, IN THE ORDINARY COURSE OF
BUSINESS CONSISTENT WITH PAST PRACTICES, CONVEY, SELL, LEASE OR OTHERWISE
TRANSFER ALL OR ANY PART OF ITS BUSINESS, PROPERTIES AND ASSETS TO A QUALIFIED
CREDIT PARTY;
(B)
CONSOLIDATED CAPITAL EXPENDITURES MAY BE
MADE BY THE BORROWER AND ITS SUBSIDIARIES TO THE EXTENT WITHIN THE LIMITATIONS
SET FORTH IN SECTION 8.05 HEREOF, AND REINVESTMENT ASSETS MAY BE ACQUIRED AS
SPECIFICALLY PERMITTED BY SECTION 4.02(A)(C) HEREOF;
(C)
THE INVESTMENTS, ACQUISITIONS AND TRANSFERS
OR DISPOSITIONS OF PROPERTIES PERMITTED PURSUANT TO SECTION 8.06 AND DIVIDENDS
PERMITTED PURSUANT TO SECTION 8.08;
(D)
EACH OF THE BORROWER AND ANY SUBSIDIARY MAY
LEASE (AS LESSEE) REAL OR PERSONAL PROPERTY (BUT NOT PURSUANT TO SALE-LEASEBACK
TRANSACTIONS) IN THE ORDINARY COURSE OF
58
BUSINESS (SO LONG AS SUCH LEASE DOES NOT CREATE A CAPITALIZED LEASE OBLIGATION
NOT OTHERWISE PERMITTED BY SECTION 8.04(C) AND (J));
(E)
LICENSES OR