THERETO NO DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING (I) ANY PERSON
MAY MERGE INTO THE BORROWER IN A TRANSACTION IN WHICH THE BORROWER IS THE
SURVIVING ENTITY, (II) ANY PERSON (OTHER THAN THE BORROWER) 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 LOAN PARTY) IS A SUBSIDIARY LOAN
PARTY, (III) ANY SUBSIDIARY (OTHER THAN A SUBSIDIARY LOAN PARTY) 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 AND (IV) ANY SUBSIDIARY (OTHER THAN THE REVOLVING
BORROWER AND ANY SUBSIDIARY LOAN PARTY) MAY MERGE INTO ANOTHER PERSON IN A
TRANSACTION PERMITTED BY SECTION 6.05 IN WHICH SUCH PERSON IS THE SURVIVING
ENTITY, 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 SECTIONS 6.04 AND 6.05.
(B)
THE BORROWER WILL NOT, AND HOLDINGS AND THE BORROWER WILL NOT PERMIT ANY
SUBSIDIARY TO, ENGAGE TO ANY MATERIAL EXTENT IN ANY BUSINESS OTHER THAN
BUSINESSES OF THE TYPE CONDUCTED BY THE BORROWER AND THE SUBSIDIARIES ON THE
EFFECTIVE DATE AND BUSINESSES REASONABLY RELATED THERETO.
(C)
HOLDINGS WILL NOT ENGAGE IN ANY BUSINESS OR ACTIVITY OTHER THAN THE
OWNERSHIP OF EQUITY INTERESTS OF THE BORROWER AND ACTIVITIES INCIDENTAL THERETO
AND COMPLIANCE WITH ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND THE MANAGEMENT
TERM LOAN CREDIT AGREEMENT. HOLDINGS WILL NOT OWN OR ACQUIRE ANY ASSETS (OTHER
THAN EQUITY INTERESTS OF THE BORROWER, CASH AND PERMITTED INVESTMENTS) OR INCUR
ANY LIABILITIES (OTHER THAN LIABILITIES UNDER THE LOAN DOCUMENTS AND THE
MANAGEMENT TERM LOAN CREDIT AGREEMENT, LIABILITIES IMPOSED BY LAW, INCLUDING TAX
LIABILITIES, AND OTHER LIABILITIES INCIDENTAL TO ITS EXISTENCE AS A PUBLIC
HOLDING COMPANY AND PERMITTED BUSINESS AND ACTIVITIES).
SECTION 6.04. INVESTMENTS, LOANS, ADVANCES, GUARANTEES AND ACQUISITIONS. NEITHER
HOLDINGS NOR THE BORROWER WILL, NOR WILL THEY PERMIT ANY SUBSIDIARY TO,
PURCHASE, 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
(BUT SPECIFICALLY EXCLUDING (X) HOLDINGS' RIGHT TO ACQUIRE AND HOLD ADDITIONAL
EQUITY INTERESTS IN (INCLUDING, FOR THIS PURPOSE, TO THE EXTENT NOT OTHERWISE
FALLING WITHIN THE DEFINITION OF "EQUITY INTERESTS", ANY TRUST PREFERRED
SECURITIES OF) THE BORROWER AND (Y) REDEMPTIONS OR OTHER REPURCHASES BY THE
BORROWER OR HOLDINGS OF ANY SUCH EQUITY INTERESTS IN ACCORDANCE WITH THE
PROVISIONS OF SECTIONS 4.2(E) AND 7.4(D) OF THE LLC AGREEMENT) IN OR 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