definiens: means Indebtedness ( 1 ) of a Person existing at the time such Person becomes a Subsidiary through the acquisition of the Equity Interests in such Subsidiary, ( 2 ) assumed in connection with the acquisition of assets from such Person or ( 3 ) of a Person at the time such Person merges or amalgamates with or into or consolidates or other wise combines with the Company or any Subsidiary, in each case, so long as ( i ) such Indebtedness was not incurred in connection with, or in anticipation or contemplation of, such Person becoming a Subsidiary or such acquisition, merger, amalgamation or con solidation, as the case may be, ( ii ) the property acquired ( or the property of the Person acquired ) in such acquisition, merger, amalgamation or consolidation, as the case may be, is used or useful in the same or a related line of business as the Company a nd its Subsidiaries were engaged in on the Initial Closing Date ( or any reasonable extensions or expansions thereof ), ( iii ) the Investor Representative shall have received such items as may be necessary or desirable for the Investor Representative to have a first priority security interest in such Equity Interests or property constituting the Collateral pursuant to the terms of this Agreement, ( iv ) no Special Termination Event, Default or Event of Default shall have occurred and be continuing or would resul t from such acquisition, merger, amalgamation or consolidation, as the case may be, and ( v ) the Company shall deliver to the Investor Representative within 90 days of the consummation of such acquisition, merger, -1- amalgamation or consolidation, as the case may be, pro forma financial statements for the Company and its Subsidiaries after giving effect to such acquisition, merger, amalgamation or consolidation, as the case may be, for the twelve month period ending as of the most recent fiscal quarter end in a form reasonably satisfactory to the Investor Representative . Acquired Debt shall be deemed to have been incurred, with respect to clause ( 1 ) of the preceding sentence, on the date such Person becomes a Subsidiary and, with respect to clause ( 2 ) of the preceding sentence, on the date of consummation of such acquisition of assets and, with respect to clause ( 3 ) of the preceding sentence, on the date of the relevant merger, amalgamation, consolidation or other combin ation