by
Section 6.04 and (ii) for the avoidance of doubt, Permitted Acquisitions shall
be permitted hereunder.
(B)
NO LOAN PARTY WILL, NOR WILL IT PERMIT ANY OF ITS SUBSIDIARIES TO,
ENGAGE TO ANY MATERIAL EXTENT IN ANY BUSINESS OTHER THAN BUSINESSES OF THE TYPE
CONDUCTED BY THE BORROWERS AND THEIR RESPECTIVE SUBSIDIARIES ON THE DATE OF
EXECUTION OF THIS AGREEMENT AND BUSINESSES REASONABLY RELATED THERETO OR WITHIN
THE SAME INDUSTRY IN WHICH THEIR BUSINESS IS CURRENTLY CONDUCTED.
(C)
HOLDINGS WILL NOT ENGAGE IN ANY BUSINESS OR ACTIVITY OTHER THAN
(I) THE OWNERSHIP OF ALL THE OUTSTANDING SHARES OF CAPITAL STOCK OF THE US
BORROWER, (II) MAINTAINING ITS CORPORATE EXISTENCE, (III) PARTICIPATING IN TAX,
ACCOUNTING AND OTHER ADMINISTRATIVE ACTIVITIES AS THE PARENT OF THE CONSOLIDATED
GROUP OF COMPANIES, INCLUDING THE LOAN PARTIES, (IV) THE EXECUTION AND DELIVERY
OF THE LOAN DOCUMENTS TO WHICH IT IS A PARTY, THE ACQUISITION AGREEMENT AND THE
PERFORMANCE OF ITS OBLIGATIONS THEREUNDER, (V) MAKING PAYMENTS OR ENTERING INTO
AGREEMENTS OR OTHER ARRANGEMENTS WITH RESPECT TO THE RESTRICTED PAYMENTS
PERMITTED TO BE MADE TO HOLDINGS PURSUANT TO SECTION 6.08, (VI) THE SALE AND
ISSUANCE OF EQUITY INTERESTS AND INDEBTEDNESS, (VII) ACTIVITIES RELATED TO THE
SENIOR SECURED NOTES AND (VIII) ACTIVITIES INCIDENTAL TO THE BUSINESSES OR
ACTIVITIES DESCRIBED IN CLAUSES (I) THROUGH (VII) OF THIS CLAUSE (C).
(D)
NO INACTIVE SUBSIDIARY SHALL ENGAGE IN ANY BUSINESS OR ACTIVITY
OTHER THAN (I) PAYING TAXES, (II) PREPARING REPORTS TO GOVERNMENTAL AUTHORITIES
AND TO ITS SHAREHOLDER AND (III) HOLDING DIRECTORS AND SHAREHOLDERS MEETINGS,
PREPARING CORPORATE RECORDS AND OTHER CORPORATE ACTIVITIES REQUIRED TO MAINTAIN
ITS SEPARATE CORPORATE STRUCTURE.
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
83
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 assets of any other
Person constituting a business unit (whether through purchase of assets, merger
or otherwise), except:
(A)
PERMITTED INVESTMENTS, SUBJECT TO CONTROL AGREEMENTS TO THE EXTENT
REQUIRED BY THE US SECURITY AGREEMENT OR CANADIAN SECURITY AGREEMENT, AS
APPLICABLE;
(B)
INVESTMENTS IN EXISTENCE ON THE DATE OF THIS AGREEMENT AND
DESCRIBED IN SCHEDULE 6.04;
(C)
INVESTMENTS BY HOLDINGS IN THE US BORROWER AND BY THE BORROWERS
AND THE SUBSIDIARIES IN EQUITY INTERESTS IN THEIR RESPECTIVE SUBSIDIARIES,
PROVIDED THAT (A) ANY SUCH EQUITY INTERESTS HELD BY A LOAN PARTY SHALL BE
PLEDGED PURSUANT TO THE RELEVANT SECURITY AGREEMENT (SUBJECT TO THE LIMITATIONS
APPLICABLE TO COMMON STOCK OF A FOREIGN SUBSIDIARY REFERRED TO IN SECTION 5.12)
AND (B) THE AGGREGATE