AGGREGATE OUTSTANDING AMOUNT OF
INDEBTEDNESS UNDER CLAUSE (J) ABOVE AT SUCH TIME).
7.03
Investments.
Make or hold any Investments, or permit any of its
Subsidiaries to make or hold any Investments, except:
(A)
INVESTMENTS HELD BY THE PARENT AND ITS SUBSIDIARIES IN THE FORM OF
CASH EQUIVALENTS;
(B)
ADVANCES TO OFFICERS, DIRECTORS AND EMPLOYEES OF THE PARENT AND
ITS SUBSIDIARIES IN AN AGGREGATE AMOUNT NOT TO EXCEED $10,000,000 AT ANY TIME
OUTSTANDING FOR PURPOSES PERMITTED UNDER APPLICABLE LAW;
(C)
(I) INVESTMENTS BY THE PARENT AND ITS SUBSIDIARIES IN THEIR
RESPECTIVE SUBSIDIARIES OUTSTANDING ON THE DATE HEREOF, (II) ADDITIONAL
INVESTMENTS BY THE PARENT AND ITS SUBSIDIARIES IN LOAN PARTIES, (III) LOANS OR
ADVANCES BY THE PARENT OR ANY SUBSIDIARY TO THE PARENT OR ANY OTHER SUBSIDIARY,
(IV) ADDITIONAL INVESTMENTS BY SUBSIDIARIES OF THE PARENT THAT ARE NOT LOAN
PARTIES IN OTHER SUBSIDIARIES THAT ARE NOT LOAN PARTIES AND (V) SO LONG AS NO
DEFAULT HAS OCCURRED AND IS CONTINUING OR WOULD RESULT FROM SUCH INVESTMENT,
ADDITIONAL INVESTMENTS (NET OF INVESTMENT CREDIT) BY THE LOAN PARTIES IN
SUBSIDIARIES THAT ARE NOT LOAN PARTIES IN AN AGGREGATE AMOUNT INVESTED FROM THE
DATE HEREOF NOT TO EXCEED $200,000,000 AT ANY TIME;
(D)
INVESTMENTS CONSISTING OF EXTENSIONS OF CREDIT IN THE NATURE OF
ACCOUNTS RECEIVABLE OR NOTES RECEIVABLE ARISING FROM THE GRANT OF TRADE CREDIT
IN THE ORDINARY COURSE OF BUSINESS, AND INVESTMENTS RECEIVED IN SATISFACTION OR
PARTIAL SATISFACTION THEREOF FROM FINANCIALLY TROUBLED ACCOUNT DEBTORS TO THE
EXTENT REASONABLY NECESSARY IN ORDER TO PREVENT OR LIMIT LOSS OR AS A RESULT OF
FORECLOSURE;
(E)
GUARANTEES NOT PROHIBITED BY SECTION 7.02;
(F)
INVESTMENTS EXISTING ON THE DATE HEREOF;
89
(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