BENEFIT OF THE SECURED PARTIES
PURSUANT TO THE PLEDGE AND SECURITY AGREEMENT AND (II) THE AMOUNT OF SUCH LOANS
AND ADVANCES MADE BY THE BORROWER TO SUBSIDIARIES SHALL BE SUBJECT TO THE
LIMITATION SET FORTH IN CLAUSE (A) ABOVE;
(D) INVESTMENTS RECEIVED IN CONNECTION WITH THE BANKRUPTCY OR REORGANIZATION OF,
OR SETTLEMENT OF DELINQUENT ACCOUNTS AND DISPUTES WITH, CUSTOMERS AND SUPPLIERS,
IN EACH CASE IN THE ORDINARY COURSE OF BUSINESS;
(E) THE BORROWER AND THE SUBSIDIARIES MAY MAKE LOANS AND ADVANCES IN THE
ORDINARY COURSE OF BUSINESS TO THEIR RESPECTIVE EMPLOYEES SO LONG AS THE
AGGREGATE PRINCIPAL AMOUNT THEREOF AT ANY TIME OUTSTANDING (DETERMINED WITHOUT
REGARD TO
50
ANY WRITE-DOWNS OR WRITE-OFFS OF SUCH LOANS AND ADVANCES) SHALL NOT EXCEED
$1,000,000;
(F) THE BORROWER AND THE SUBSIDIARIES MAY ENTER INTO HEDGING AGREEMENTS THAT
(I) ARE REQUIRED BY SECTION 5.12 OR (II) ARE NOT SPECULATIVE IN NATURE;
(G) THE BORROWER OR ANY SUBSIDIARY MAY ACQUIRE ALL OR SUBSTANTIALLY ALL THE
ASSETS OF A PERSON OR LINE OF BUSINESS OF SUCH PERSON, OR NOT LESS THAN 100% OF
THE EQUITY INTERESTS (OTHER THAN DIRECTORS' QUALIFYING SHARES) OF A PERSON
(REFERRED TO HEREIN AS THE "ACQUIRED ENTITY"); PROVIDED THAT (I) SUCH
ACQUISITION WAS NOT PRECEDED BY AN UNSOLICITED TENDER OFFER FOR SUCH EQUITY
INTERESTS BY, OR PROXY CONTEST INITIATED BY, THE BORROWER OR ANY SUBSIDIARY; AND
(II) AT THE TIME OF SUCH TRANSACTION (A) BOTH BEFORE AND AFTER GIVING EFFECT
THERETO, NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING;
(B) THE BORROWER WOULD BE IN COMPLIANCE WITH THE COVENANTS SET FORTH IN
SECTIONS 6.11, 6.12 AND 6.13 AS OF THE MOST RECENTLY COMPLETED PERIOD OF FOUR
CONSECUTIVE FISCAL QUARTERS ENDING PRIOR TO SUCH TRANSACTION FOR WHICH THE
FINANCIAL STATEMENTS AND CERTIFICATES REQUIRED BY SECTION 5.04(A) OR
5.04(B) HAVE BEEN DELIVERED, AFTER GIVING PRO FORMA EFFECT TO SUCH TRANSACTION
AND TO ANY OTHER EVENT OCCURRING AFTER SUCH PERIOD AS TO WHICH PRO FORMA
RECALCULATION IS APPROPRIATE (INCLUDING ANY OTHER TRANSACTION DESCRIBED IN THIS
SECTION 6.04(G) OCCURRING AFTER SUCH PERIOD) AS IF SUCH TRANSACTION HAD OCCURRED
AS OF THE FIRST DAY OF SUCH PERIOD; (C) THE TOTAL CONSIDERATION PAID IN
CONNECTION WITH SUCH ACQUISITION AND ANY OTHER ACQUISITIONS PURSUANT TO THIS
SECTION 6.04(G) (INCLUDING ANY INDEBTEDNESS OF THE ACQUIRED ENTITY THAT IS
ASSUMED BY THE BORROWER OR ANY SUBSIDIARY FOLLOWING SUCH ACQUISITION) SHALL NOT
IN THE AGGREGATE EXCEED $25,000,000; AND (D) THE BORROWER SHALL HAVE DELIVERED A
CERTIFICATE OF A FINANCIAL OFFICER, CERTIFYING AS TO THE FOREGOING AND
CONTAINING REASONABLY DETAILED CALCULATIONS IN SUPPORT THEREOF, IN FORM AND
SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT (ANY ACQUISITION OF AN
ACQUIRED ENTITY MEETING ALL THE CRITERIA OF THIS SECTION 6.04(G) BEING REFERRED
TO HEREIN AS A "PERMITTED ACQUISITION"); AND
(G) IN ADDITION TO INVESTMENTS PERMITTED BY PARAGRAPHS (A) THROUGH (G) ABOVE,
ADDITIONAL INVESTMENTS, LOANS AND ADVANCES BY THE BORROWER AND THE SUBSIDIARIES
SO LONG AS THE AGGREGATE AMOUNT INVESTED, LOANED OR ADVANCED PURSUANT TO THIS
PARAGRAPH (H) (DETERMINED WITHOUT REGARD TO ANY