PERSON ORGANIZED OR EXISTING UNDER
THE LAWS OF THE UNITED STATES OF AMERICA, ANY STATE THEREOF OR THE DISTRICT OF
COLUMBIA AND SUCH PERSON (IF NOT THE BORROWER) EXPRESSLY ASSUMES, IN WRITING,
ALL THE OBLIGATIONS THE BORROWER UNDER THE LOAN DOCUMENTS, IN WHICH EVENT SUCH
PERSON WILL SUCCEED TO, AND BE SUBSTITUTED FOR, THE BORROWER UNDER THE LOAN
DOCUMENTS, (II) ANY PERSON MAY MERGE INTO ANY SUBSIDIARY IN A TRANSACTION IN
WHICH THE SURVIVING ENTITY IS A SUBSIDIARY AND, IF ANY PARTY TO SUCH MERGER IS A
SUBSIDIARY THAT IS A LOAN PARTY, IS OR BECOMES A SUBSIDIARY THAT IS LOAN PARTY
CONCURRENTLY WITH SUCH MERGER, (III) ANY SUBSIDIARY OF THE BORROWER 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, (IV) ANY SUBSIDIARY MAY MERGE WITH
ANY PERSON TO EFFECT AN INVESTMENT PERMITTED UNDER SECTION 6.04 AND (V) ANY
MERGER, DISSOLUTION OR LIQUIDATION MAY BE EFFECTED FOR THE PURPOSES OF EFFECTING
A TRANSACTION PERMITTED BY SECTION 6.05.
(B) NO LOAN PARTY WILL, NOR WILL IT PERMIT ANY OF ITS SUBSIDIARIES TO, ENGAGE TO
ANY MATERIAL EXTENT IN ANY MATERIAL LINE OF BUSINESS SUBSTANTIALLY DIFFERENT
FROM THOSE LINES OF BUSINESS CONDUCTED BY THE BORROWER AND ITS SUBSIDIARIES ON
THE DATE OF EXECUTION OF THIS AGREEMENT OR BUSINESSES REASONABLY RELATED OR
ANCILLARY THERETO.
(C) HOLDINGS WILL NOT ENGAGE IN ANY BUSINESS OR OPERATIONS OTHER THAN (I) THE
OWNERSHIP, DIRECT OR INDIRECT, OF ALL THE OUTSTANDING SHARES OF CAPITAL STOCK OF
THE BORROWER, (II) PERFORMANCE OF ITS OBLIGATIONS UNDER AND IN CONNECTION WITH
THE LOAN DOCUMENTS, THE NEW NOTE DOCUMENTS, THE SENIOR SECURED TERM LOAN
FACILITY AND THE OTHER AGREEMENTS CONTEMPLATED HEREBY AND THEREBY, (III) ACTIONS
INCIDENTAL TO THE CONSUMMATION OF THE TRANSACTIONS, (IV) ACTIONS REQUIRED BY LAW
TO MAINTAIN ITS EXISTENCE, (V) ANY PUBLIC OFFERING OF ITS COMMON STOCK, ANY
OTHER ISSUANCE OF ITS EQUITY INTERESTS AND PERFORMANCE OF ITS OBLIGATIONS UNDER
ANY AGREEMENTS RELATED THERETO, (VI) ANY TRANSACTION HOLDINGS IS PERMITTED TO
ENTER INTO IN THIS ARTICLE VI AND (VII) ACTIVITIES INCIDENTAL TO THE FOREGOING.
SECTION 6.04. INVESTMENTS, LOANS, ADVANCES, GUARANTEES AND ACQUISITIONS.
NO
LOAN PARTY WILL, NOR WILL IT PERMIT ANY SUBSIDIARY TO, PURCHASE, HOLD OR ACQUIRE
(INCLUDING PURSUANT TO ANY MERGER WITH ANY PERSON THAT WAS NOT A LOAN 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) ALL OR SUBSTANTIALLY
ALL OF THE PROPERTY AND ASSETS OR BUSINESS OF ANOTHER PERSON OR ASSETS OF ANY
OTHER PERSON CONSTITUTING A BUSINESS UNIT (WHETHER THROUGH PURCHASE OF ASSETS,
MERGER