BUSINESS, SHALL BE TRANSFERRED TO, OR
OTHERWISE OWNED OR CONDUCTED BY, ANOTHER GUARANTOR OR THE BORROWER AFTER GIVING
EFFECT TO SUCH LIQUIDATION OR DISSOLUTION; AND
(G)
THE GROUP MEMBERS MAY CONSUMMATE (I) A MERGER, DISSOLUTION,
LIQUIDATION, CONSOLIDATION OR AMALGAMATION, THE PURPOSE OF WHICH IS TO EFFECT A
DISPOSITION PERMITTED PURSUANT TO SECTION 8.4 OR (II) A MERGER THE PURPOSE OF
WHICH IS TO EFFECT AN INVESTMENT PERMITTED PURSUANT TO SECTION 8.3, IN EACH
CASE, PROVIDED THAT (X) NO DEFAULT OR EVENT OF DEFAULT WOULD RESULT FROM THE
CONSUMMATION THEREOF, (Y) IF SUCH MERGER, DISSOLUTION, LIQUIDATION,
CONSOLIDATION OR AMALGAMATION UNDERTAKEN TO EFFECT AN INVESTMENT PURSUANT TO
CLAUSE (II) ABOVE INVOLVES THE BORROWER OR A GUARANTOR, THE BORROWER, OR IF THE
BORROWER IS NOT INVOLVED, SUCH GUARANTOR, SHALL BE THE CONTINUING OR SURVIVING
ENTITY AND (Z) THE PARTIES SHALL HAVE SATISFIED THE REQUIREMENTS OF SECTION
7.10.
SECTION 8.8
CHANGE IN NATURE OF BUSINESS .
(A)
NO GROUP MEMBER
(OTHER THAN HOLDINGS) SHALL ENGAGE IN ANY MATERIAL LINE OF BUSINESS
SUBSTANTIALLY DIFFERENT FROM THOSE LINES OF BUSINESS CARRIED ON BY IT ON THE
DATE HEREOF OR ANY BUSINESS REASONABLY RELATED THERETO, COMPLEMENTARY THERETO,
ANCILLARY THERETO OR A REASONABLE EXTENSION THEREOF.
(B)
HOLDINGS SHALL NOT ENGAGE IN ANY BUSINESS ACTIVITIES OR OWN
ANY PROPERTY OTHER THAN (I) OWNERSHIP OF THE STOCK AND STOCK EQUIVALENTS OF ITS
SUBSIDIARIES OR AS PERMITTED
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UNDER SECTION 8.3, (II) ACTIVITIES INCIDENTAL TO MAINTENANCE OF ITS CORPORATE
EXISTENCE OR AS OTHERWISE PERMITTED UNDER THIS AGREEMENT (INCLUDING THE PAYMENT
OF TAX PAYABLES AND OTHER CORPORATE OVERHEAD EXPENSES), (III) THE RELATED
TRANSACTIONS, (IV) PERFORMING ITS OBLIGATIONS INCIDENTAL THERETO UNDER THE LOAN
DOCUMENTS AND OTHER INDEBTEDNESS PERMITTED BY THIS AGREEMENT, (V) ENTERING INTO
AND CONSUMMATING THE TRANSACTIONS EXPRESSLY PERMITTED UNDER THIS AGREEMENT AND
(VI) MAKING RESTRICTED PAYMENTS PERMITTED BY SECTION 8.5.
SECTION 8.9
TRANSACTIONS WITH AFFILIATES.
NO GROUP MEMBER SHALL,
EXCEPT AS OTHERWISE EXPRESSLY PERMITTED HEREIN, ENTER INTO ANY OTHER TRANSACTION
WITH, OR FOR THE BENEFIT OF, ANY AFFILIATE OF THE BORROWER THAT IS NOT A LOAN
PARTY (INCLUDING GUARANTY OBLIGATIONS WITH RESPECT TO ANY OBLIGATION OF ANY SUCH
AFFILIATE), EXCEPT FOR:
(A)
TRANSACTIONS EXPRESSLY PERMITTED BY THIS AGREEMENT;
(B)
TRANSACTIONS AMONG LOAN PARTIES;
(C)
TRANSACTIONS AMONG GROUP MEMBERS THAT ARE NOT LOAN PARTIES;
(D)
TAX SHARING ARRANGEMENTS ON CUSTOMARY TERMS ENTERED INTO AMONG
THE GROUP MEMBERS TO PROVIDE FOR THE ALLOCATION OF THE TAX LIABILITY TO BE
DISCHARGED WITH A RESTRICTED PAYMENT UNDER SECTION 8.5(C)(I);
(E)
ANY ISSUANCE OF STOCK OR STOCK EQUIVALENTS IN HOLDINGS, OR
OTHER PAYMENTS, AWARDS OR GRANTS IN CASH OR STOCK OR STOCK EQUIVALENTS OF
HOLDINGS PURSUANT TO, OR THE FUNDING OF, EMPLOYMENT ARRANGEMENTS, STOCK OPTIONS
AND STOCK OWNERSHIP PLANS APPROVED BY THE BOARD OF DIRECTORS OF HOLDINGS AND IN
ACCORDANCE WITH REQUIREMENTS OF LAW;
(F)
EMPLOYMENT AND SEVERANCE ARRANGEMENTS AND HEALTH, DISABILITY
AND SIMILAR INSURANCE OR BENEFIT PLANS BETWEEN GROUP MEMBERS AND THEIR
RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES (INCLUDING MANAGEMENT AND EMPLOYEE
BENEFIT PLANS OR AGREEMENTS, SUBSCRIPTION AGREEMENTS OR SIMILAR AGREEMENTS
PERTAINING TO THE REPURCHASE OF