PURSUANT TO DOCUMENTATION AS SET FORTH IN SECTIONS 5.11 AND 5.12
AS IF SUCH CANADIAN SUBSIDIARY WERE A CREDIT PARTY OR SUCH COMPARABLE
DOCUMENTATION AS SHALL BE REASONABLY ACCEPTABLE TO THE COLLATERAL AGENT;
(P)
INVESTMENTS IN LOAN PARTIES OR CANADIAN SUBSIDIARIES PERMITTED BY
SECTION 6.06(I); AND
(Q)
INVESTMENTS PERMITTED BY SECTIONS 6.05(G) AND (H).
SECTION 6.04.
MERGERS, CONSOLIDATIONS, SALES OF ASSETS AND
ACQUISITIONS
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, or purchase or otherwise acquire (in one or
a series of related transactions) any part of the property or assets of any
person (or agree to do any of the foregoing at any future time), except that:
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(A)
CAPITAL EXPENDITURES BY BORROWER AND THE SUBSIDIARIES IN
COMPLIANCE WITH SECTION 6.07(B) SHALL BE PERMITTED;
(B)
(I) PURCHASES OR OTHER ACQUISITIONS OF TANGIBLE AND INTANGIBLE
ASSETS IN THE ORDINARY COURSE OF BUSINESS SHALL BE PERMITTED, (II) SALES,
TRANSFERS OR DISPOSITIONS OF INVENTORY SHALL BE PERMITTED, (III) ASSET SALES OF
USED, WORN OUT, OBSOLETE OR SURPLUS PROPERTY BY ANY COMPANY IN THE ORDINARY
COURSE OF BUSINESS AND THE ABANDONMENT OR OTHER DISPOSITION OF ASSETS THAT ARE,
IN THE REASONABLE JUDGMENT OF BORROWER, NO LONGER ECONOMICALLY PRACTICABLE TO
MAINTAIN OR USEFUL IN THE CONDUCT OF THE BUSINESS OF THE COMPANIES TAKEN AS A
WHOLE SHALL BE PERMITTED AND (IV) SUBJECT TO SECTION 2.10(C), THE SALE, LEASE OR
OTHER DISPOSAL OF ANY OTHER ASSETS SHALL BE PERMITTED;
(C)
INVESTMENTS TO THE EXTENT PERMITTED BY SECTION 6.03 (OTHER THAN
CLAUSE (F) THEREOF);
(D)
BORROWER AND THE SUBSIDIARIES MAY SELL CASH EQUIVALENTS IN THE
ORDINARY COURSE OF BUSINESS;
(E)
BORROWER AND THE SUBSIDIARIES MAY LEASE (AS LESSEE OR LESSOR) REAL
OR PERSONAL PROPERTY AND MAY GUARANTY SUCH LEASE IN THE ORDINARY COURSE OF
BUSINESS;
(F)
EQUITY INTERESTS MAY BE ISSUED TO THE EXTENT PERMITTED BY
SECTION 6.10;
(G)
BORROWER AND THE SUBSIDIARIES MAY CONSUMMATE PERMITTED
ACQUISITIONS;
(H)
ANY LOAN PARTY MAY BE MERGED INTO BORROWER (AS LONG AS BORROWER IS
THE SURVIVING CORPORATION OF SUCH MERGER AND REMAINS A WHOLLY OWNED SUBSIDIARY
OF PARENT) OR ANY OTHER WHOLLY OWNED SUBSIDIARY GUARANTOR; PROVIDED, HOWEVER,
THAT THE LIEN ON AND SECURITY INTEREST IN SUCH PROPERTY GRANTED IN FAVOR OF THE
COLLATERAL AGENT UNDER THE SECURITY DOCUMENTS SHALL BE MAINTAINED IN ACCORDANCE
WITH THE PROVISIONS OF SECTION 5.12;
(I)
ANY SUBSIDIARY MAY DISSOLVE, LIQUIDATE OR WIND UP ITS AFFAIRS AT
ANY TIME (INCLUDING, WITHOUT LIMITATION, BY CONVERTING FROM A CORPORATION TO A
LIMITED LIABILITY COMPANY OR OTHER ENTITY); PROVIDED THAT SUCH DISSOLUTION,
LIQUIDATION OR WINDING UP, AS APPLICABLE, COULD NOT REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT;
(J)
ASSET SALES BY ANY COMPANY TO BORROWER OR ANY SUBSIDIARY SHALL BE
PERMITTED; PROVIDED THAT ANY SUCH ASSET SALE INVOLVING A SUBSIDIARY THAT IS NOT
A LOAN PARTY SHALL BE MADE IN COMPLIANCE WITH SECTION 6.06; AND
(K)
TRANSFERS OF INVENTORY AND