AND MADE
BY ANY SUBSIDIARY TO THE BORROWER OR ANY OTHER SUBSIDIARY;
(D)
GUARANTEES CONSTITUTING INDEBTEDNESS PERMITTED BY SECTION 6.01;
(E)
INVESTMENTS BY MEMBERS OF THE CREDIT GROUP IN THE EQUITY INTERESTS
OF OTHER MEMBERS OF THE CREDIT GROUP;
(F)
INVESTMENTS BY NON-COVERED SUBSIDIARIES IN THE EQUITY INTERESTS
OF OTHER NON-COVERED SUBSIDIARIES, STEP TRANSACTIONS AND CONTRIBUTIONS OF THE
EQUITY INTERESTS OF ANY NON-COVERED SUBSIDIARY BY A MEMBER OF THE CREDIT GROUP
TO ANY OTHER SUBSIDIARY; PROVIDED THAT THE DIRECT OR INDIRECT EQUITY INTEREST OF
THE BORROWER IN SUCH NON-COVERED SUBSIDIARY SHALL NOT BE REDUCED AS A RESULT OF
SUCH CONTRIBUTION;
59
(G)
PERMITTED ACQUISITIONS MADE BY THE BORROWER OR ANY WHOLLY-OWNED
SUBSIDIARY SO LONG AS: (I) NO DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING AT
THE TIME OF THE CONSUMMATION OF THE PROPOSED PERMITTED ACQUISITION OR
IMMEDIATELY AFTER GIVING EFFECT THERETO; (II) AFTER GIVING EFFECT TO SUCH
PROPOSED PERMITTED ACQUISITION AND ANY INDEBTEDNESS INCURRED IN CONNECTION
THEREWITH, ON A PRO FORMA BASIS THE BORROWER IS IN COMPLIANCE WITH THE FINANCIAL
COVENANTS SET FORTH IN SECTIONS 6.09 AND 6.10, (III) IF THE AGGREGATE
CONSIDERATION FOR SUCH PERMITTED ACQUISITION IS IN EXCESS OF $25,000,000, THE
BORROWER SHALL HAVE GIVEN THE ADMINISTRATIVE AGENT WRITTEN NOTICE OF SUCH
PROPOSED PERMITTED ACQUISITION AT LEAST TEN (10) BUSINESS DAYS PRIOR TO THE
CONSUMMATION OF THEREOF (OR SUCH SHORTER PERIOD OF TIME AS MAY BE REASONABLY
ACCEPTABLE TO THE ADMINISTRATIVE AGENT), WHICH NOTICE SHALL BE EXECUTED BY A
FINANCIAL OFFICER OF THE BORROWER, SHALL DESCRIBE IN REASONABLE DETAIL THE
PRINCIPAL TERMS AND CONDITIONS OF SUCH PERMITTED ACQUISITION AND SHALL BE
ACCOMPANIED BY CALCULATIONS DEMONSTRATING THE PRO FORMA COMPLIANCE REFERRED TO
IN SUBSECTION (II) ABOVE;
(H)
INVESTMENTS (INCLUDING DEBT OBLIGATIONS) RECEIVED IN CONNECTION
WITH THE BANKRUPTCY OR REORGANIZATION OF SUPPLIERS AND CUSTOMERS AND IN GOOD
FAITH SETTLEMENT OF DELINQUENT OBLIGATIONS OF, AND OTHER DISPUTES WITH,
CUSTOMERS AND SUPPLIERS ARISING IN THE ORDINARY COURSE OF BUSINESS;
(I)
LOANS AND ADVANCES TO OFFICERS AND EMPLOYEES OF THE BORROWER OR
ITS SUBSIDIARIES FOR MOVING, RELOCATION, TRAVEL AND OTHER SIMILAR EXPENSES AT NO
TIME EXCEEDING $1,000,000 IN THE AGGREGATE IN OUTSTANDING PRINCIPAL AMOUNT;
(J)
SWAP AGREEMENTS TO THE EXTENT PERMITTED BY SECTION 6.05;
(K)
PROMISSORY NOTES AND OTHER NON-CASH CONSIDERATION RECEIVED AS A
RESULT OF ANY ASSET DISPOSITION PERMITTED HEREUNDER; AND
(L)
OTHER INVESTMENTS (VALUED AS OF THE TIME MADE) NOT AT ANY TIME
EXCEEDING 10% OF CONSOLIDATED NET WORTH DETERMINED AS OF THE MOST RECENT FISCAL
QUARTER END FOR WHICH FINANCIAL STATEMENTS HAVE BEEN DELIVERED PURSUANT TO
SECTION 5.01.
SECTION 6.05.
Swap Agreements.
The Borrower will not, and will not permit any
of its Subsidiaries to, enter into any Swap Agreement, except (a) Swap
Agreements entered into to hedge or mitigate risks to which the Borrower or any
Subsidiary has actual exposure (other than those in respect of Equity Interests
of the Borrower or any of its Subsidiaries), and (b) Swap Agreements entered
into in order to effectively cap, collar or exchange interest rates (from fixed
to floating rates, from