JOINT VENTURE DOES NOT
HAVE ANY INDEBTEDNESS FOR BORROWED MONEY AT ANY TIME ON OR AFTER THE DATE OF
SUCH INVESTMENT OTHER THAN TO THE PARTNERS IN SUCH JOINT VENTURE AND (III) THE
DOCUMENTATION GOVERNING SUCH JOINT VENTURE DOES NOT CONTAIN A RESTRICTION ON
DISTRIBUTIONS OR LOAN REPAYMENTS AS APPLICABLE, TO THE BORROWER OR TO THE
APPLICABLE SUBSIDIARY HOLDING THE INTEREST IN SUCH JOINT VENTURE;
(M)
THE BORROWER OR ANY OF ITS SUBSIDIARIES MAY PURCHASE ALL OR A
SIGNIFICANT PART OF THE ASSETS OF A BUSINESS CONDUCTED BY ANOTHER PERSON, MAKE
ANY INVESTMENT IN ANY PERSON WHICH, AFTER THE EFFECTIVE DATE AS A RESULT OF SUCH
INVESTMENT BECOMES A WHOLLY-OWNED SUBSIDIARY OF THE BORROWER WHICH IS NOT AN
UNRESTRICTED SUBSIDIARY OR, TO THE EXTENT PERMITTED UNDER SECTION 8.3, ENTER
INTO ANY MERGER, CONSOLIDATION OR AMALGAMATION WITH ANY OTHER PERSON (ANY SUCH
PURCHASE, INVESTMENT OR MERGER, AN "ACQUISITION"); PROVIDED, HOWEVER, THAT SUCH
ACQUISITION SHALL NOT BE PERMITTED UNLESS, (I) AFTER GIVING EFFECT THERETO ON A
PRO FORMA BASIS, (A) NO EVENT OF DEFAULT OR UNMATURED EVENT OF DEFAULT WOULD
EXIST HEREUNDER AND (B) THE BORROWER
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IS ABLE TO BORROW $1 OF ADDITIONAL INDEBTEDNESS PURSUANT TO SECTION 8.2(A); (II)
IF THE TOTAL CONSIDERATION GIVEN AND INDEBTEDNESS ASSUMED IN CONNECTION WITH
SUCH ACQUISITION EXCEEDS $20,000,000, AFTER GIVING EFFECT TO SUCH ACQUISITION,
THE BORROWER'S AVAILABLE LIQUIDITY, MINUS THE LESSER OF (A) THE AGGREGATE AMOUNT
OF UTILIZED OVERDRAFT FACILITIES OF THE BORROWER AND ITS SUBSIDIARIES OR (B)
$60,000,000 SHALL EQUAL OR EXCEED $450,000,000; (III) THE BORROWER AND ITS
SUBSIDIARIES HAVE COMPLIED TO THE EXTENT APPLICABLE WITH THE REQUIREMENTS OF
SECTION 7.11 HEREOF WITH RESPECT TO ANY REQUIRED ADDITIONAL SECURITY DOCUMENTS
AND (IV) SUCH ACQUISITION HAS BEEN APPROVED BY THE BOARD OF DIRECTORS OF THE
PERSON TO BE ACQUIRED; PROVIDED, FURTHER, HOWEVER, NOTWITHSTANDING ANYTHING ELSE
HEREIN TO THE CONTRARY, NO ACQUISITION (OTHER THAN ACQUISITIONS IN WHICH THE
TOTAL CONSIDERATION PAID (INCLUDING FOR PURPOSES HEREOF ANY ASSUMED
INDEBTEDNESS) DOES NOT EXCEED $20,000,000 FOR ANY SINGLE ACQUISITION OR
$80,000,000 FOR ALL SUCH ACQUISITIONS IN THE AGGREGATE SINCE THE EFFECTIVE DATE)
SHALL BE PERMITTED UNLESS THE BORROWER IS IN COMPLIANCE WITH SECTION 9.1 ON A
PRO FORMA BASIS;
(N)
THE BORROWER OR ANY OF ITS SUBSIDIARIES MAY MAKE INVESTMENTS IN
THE RECEIVABLES SUBSIDIARY AND ANY PARTICIPATING SUBSIDIARIES PRIOR TO THE
OCCURRENCE AND CONTINUANCE OF AN EVENT OF DEFAULT UNDER SECTION 10.1(N) WHICH IN
THE JUDGMENT OF THE BORROWER ARE REASONABLY NECESSARY IN CONNECTION WITH ANY
PERMITTED ACCOUNTS RECEIVABLE SECURITIZATION;
(O)
IN ADDITION TO INVESTMENTS PERMITTED PURSUANT TO CLAUSES (A)
THROUGH (O) ABOVE, THE BORROWER OR ANY OF ITS SUBSIDIARIES MAY MAKE OTHER
INVESTMENTS (A) IN AN OUTSTANDING AMOUNT NOT TO EXCEED $50,000,000 IN THE
AGGREGATE OR (B) WITH AVAILABLE EQUITY PROCEEDS; PROVIDED, THAT IN EACH CASE THE
BORROWER SHALL HAVE COMPLIED TO THE EXTENT APPLICABLE WITH SECTION 7.11 IN
CONNECTION WITH SUCH INVESTMENT; AND PROVIDED FURTHER, THAT THE BORROWER MAY NOT
MAKE OR OWN ANY INVESTMENT IN MARGIN STOCK;
(P)
THE BORROWER OR ANY OF ITS SUBSIDIARIES