AS A RESULT OF
FORECLOSURE;
(E)
GUARANTEES NOT PROHIBITED BY SECTION 7.02;
(F)
INVESTMENTS EXISTING ON THE DATE HEREOF;
45
(G)
INVESTMENTS BY THE PARENT AND ITS SUBSIDIARIES IN SWAP CONTRACTS
INCURRED TO HEDGE OR MITIGATE RISKS TO WHICH THE PARENT OR ANY SUBSIDIARY HAS
EXPOSURE IN THE CONDUCT OF ITS BUSINESS OR THE MANAGEMENT OF ITS LIABILITIES, OR
TO FIX, CAP OR COLLAR INTEREST OR CURRENCY RATES OR COMMODITY PRICES;
(H)
INVESTMENTS CONSISTING OF THE PURCHASE OR OTHER ACQUISITION OF ALL
OF THE EQUITY INTERESTS IN, OR ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF, OR THE
ASSETS CONSTITUTING A BUSINESS UNIT OF, ANY PERSON THAT, UPON THE CONSUMMATION
THEREOF, WILL BE WHOLLY-OWNED DIRECTLY BY THE PARENT OR ONE OR MORE OF ITS
WHOLLY-OWNED SUBSIDIARIES (INCLUDING AS A RESULT OF A MERGER OR CONSOLIDATION),
PROVIDED THAT, WITH RESPECT TO EACH PURCHASE OR OTHER ACQUISITION MADE PURSUANT
TO THIS SECTION 7.03(H):
(I)
ANY SUCH NEWLY-CREATED OR ACQUIRED SUBSIDIARY SHALL COMPLY WITH
THE REQUIREMENTS OF SECTION 6.11;
(II)
THE LINES OF BUSINESS OF THE PERSON TO BE (OR THE PROPERTY AND
ASSETS OF WHICH ARE TO BE) SO PURCHASED OR OTHERWISE ACQUIRED SHALL BE
SUBSTANTIALLY SIMILAR OR COMPLEMENTARY TO THE PRINCIPAL BUSINESSES OF THE PARENT
AND ITS SUBSIDIARIES;
(III)
(A) IMMEDIATELY BEFORE AND IMMEDIATELY AFTER GIVING PRO FORMA
EFFECT TO ANY SUCH PURCHASE OR OTHER ACQUISITION, NO DEFAULT SHALL HAVE OCCURRED
AND BE CONTINUING AND (B) IMMEDIATELY AFTER GIVING EFFECT TO SUCH PURCHASE OR
OTHER ACQUISITION FOR WHICH THE PARENT AND ITS SUBSIDIARIES HAVE PAID CASH
CONSIDERATION IN EXCESS OF $200,000,000, THE PARENT AND ITS SUBSIDIARIES SHALL
BE IN PRO FORMA COMPLIANCE WITH ALL OF THE COVENANTS SET FORTH IN SECTION 7.11,
SUCH COMPLIANCE TO BE DETERMINED ON THE BASIS OF THE FINANCIAL INFORMATION MOST
RECENTLY DELIVERED TO THE ADMINISTRATIVE AGENT AND THE LENDERS PURSUANT TO
SECTION 6.01(A) OR (B) AS THOUGH SUCH PURCHASE OR OTHER ACQUISITION HAD BEEN
CONSUMMATED AS OF THE FIRST DAY OF THE FISCAL PERIOD COVERED THEREBY; AND
(IV)
IN THE CASE OF ANY SUCH PURCHASE OR OTHER ACQUISITION FOR WHICH
THE PARENT AND ITS SUBSIDIARIES HAVE PAID CASH CONSIDERATION AND/OR INCURRED
INDEBTEDNESS IN EXCESS OF $200,000,000, THE PARENT SHALL HAVE DELIVERED TO THE
ADMINISTRATIVE AGENT, ON BEHALF OF THE LENDERS, AT LEAST FIVE BUSINESS DAYS
PRIOR TO THE DATE ON WHICH ANY SUCH PURCHASE OR OTHER ACQUISITION IS TO BE
CONSUMMATED, A CERTIFICATE OF A RESPONSIBLE OFFICER, IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT, CERTIFYING THAT ALL OF THE
REQUIREMENTS SET FORTH IN THIS SECTION 7.02(H) HAVE BEEN SATISFIED OR WILL BE
SATISFIED ON OR PRIOR TO THE CONSUMMATION OF SUCH PURCHASE OR OTHER ACQUISITION;
(I)
INVESTMENTS OF ANY PERSON EXISTING AT THE TIME SUCH PERSON
BECOMES A SUBSIDIARY OR CONSOLIDATES OR MERGES WITH THE PARENT OR ANY SUBSIDIARY
SO LONG AS SUCH INVESTMENTS WERE NOT MADE IN CONTEMPLATION OF SUCH PERSON
BECOMING A SUBSIDIARY OR OF SUCH CONSOLIDATION OR MERGER;
(J)
INVESTMENTS RESULTING FROM PLEDGES OR DEPOSITS PERMITTED PURSUANT
TO SECTION