PROVIDED THAT SUCH LIEN SHALL NOT APPLY TO ANY OTHER PROPERTY OR
ASSET OF THE BORROWER OR ANY SUBSIDIARY (OTHER THAN ASSETS FINANCED BY THE SAME
FINANCING SOURCE PURSUANT TO THE SAME FINANCING SCHEME IN THE ORDINARY COURSE OF
BUSINESS).
SECTION 6.03. FUNDAMENTAL CHANGES. (A)
NEITHER HOLDINGS NOR THE BORROWER WILL,
NOR WILL HOLDINGS PERMIT ANY SUBSIDIARY TO, MERGE INTO OR CONSOLIDATE WITH ANY
OTHER PERSON, OR PERMIT ANY OTHER PERSON TO MERGE INTO OR CONSOLIDATE WITH IT,
OR LIQUIDATE OR DISSOLVE, EXCEPT THAT, IF AT THE TIME THEREOF AND IMMEDIATELY
AFTER GIVING EFFECT 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 WILL NOT PERMIT ANY SUBSIDIARY TO,
ENGAGE TO ANY MATERIAL EXTENT IN ANY BUSINESS OTHER THAN BUSINESSES OF THE TYPE
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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 REVOLVING
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 REVOLVING
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 HOLDINGS 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'S 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 REVOLVING BORROWER AND (Y) REDEMPTIONS OR OTHER
REPURCHASES