IN ANY MATERIAL RESPECT WITH THE
ORDINARY CONDUCT OF THE BUSINESS OF THE BORROWER OR SUCH SUBSIDIARY.
Section 7.02
Investments.
Make any Investments,
except:
(A)
INVESTMENTS BY THE BORROWER OR ANY OF ITS
SUBSIDIARIES IN CASH EQUIVALENTS;
(B)
LOANS OR ADVANCES TO OFFICERS, DIRECTORS,
PARTNERS AND EMPLOYEES OF THE BORROWER OR ITS SUBSIDIARIES (I) FOR REASONABLE
AND CUSTOMARY BUSINESS-RELATED TRAVEL, ENTERTAINMENT, RELOCATION AND ANALOGOUS
ORDINARY BUSINESS PURPOSES IN AN AMOUNT NOT TO EXCEED $1,000,000 IN THE
AGGREGATE OUTSTANDING AT ANY TIME AND (II) IN CONNECTION WITH SUCH PERSON'S
PURCHASE OF
80
EQUITY INTERESTS OF THE BORROWER (PROVIDED, THAT, THE AMOUNT OF SUCH LOANS AND
ADVANCES SHALL BE CONTRIBUTED TO THE BORROWER IN CASH AS COMMON EQUITY) IN AN
AGGREGATE PRINCIPAL AMOUNT OUTSTANDING NOT TO EXCEED $1,000,000 IN THE
AGGREGATE;
(C)
ASSET PURCHASES (INCLUDING PURCHASES OF
INVENTORY, EQUIPMENT, SUPPLIES AND MATERIALS) AND THE LICENSING OR CONTRIBUTION
OF INTELLECTUAL PROPERTY PURSUANT TO JOINT MARKETING ARRANGEMENTS WITH OTHER
PERSONS, IN EACH CASE IN THE ORDINARY COURSE OF BUSINESS;
(D)
INVESTMENTS (I) BY ANY LOAN PARTY IN ANY
OTHER LOAN PARTY, (II) BY ANY SUBSIDIARY IN ANY LOAN PARTY AND (III) BY ANY
NON-LOAN PARTY IN ANY OTHER NON-LOAN PARTY;
(E)
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;
(F)
INVESTMENTS CONSISTING OF LIENS,
INDEBTEDNESS, FUNDAMENTAL CHANGES, DISPOSITIONS, RESTRICTED PAYMENTS AND CAPITAL
EXPENDITURES PERMITTED UNDER SECTION 7.01, SECTION 7.03, SECTION 7.04,
SECTION 7.05, SECTION 7.06, AND SECTION 7.16, RESPECTIVELY; PROVIDED, HOWEVER,
THAT NO INVESTMENTS MAY BE MADE SOLELY PURSUANT TO THIS SECTION 7.02(F);
(G)
INVESTMENTS CONSISTING OF ANY MODIFICATION,
REPLACEMENT, RENEWAL, REINVESTMENT OR EXTENSION OF ANY INVESTMENT EXISTING ON
THE DATE HEREOF; PROVIDED, THAT, THE AMOUNT OF ANY INVESTMENT PERMITTED PURSUANT
TO THIS SECTION 7.02(G) IS NOT INCREASED FROM THE AMOUNT OF SUCH INVESTMENT ON
THE CLOSING DATE EXCEPT PURSUANT TO THE TERMS OF SUCH INVESTMENT AS OF THE
CLOSING DATE OR AS OTHERWISE PERMITTED BY THIS SECTION 7.02;
(H)
INVESTMENTS IN SWAP CONTRACTS PERMITTED
UNDER SECTION 7.03(F);
(I)
PROMISSORY NOTES AND OTHER NON-CASH
CONSIDERATION RECEIVED IN CONNECTION WITH DISPOSITIONS PERMITTED BY
SECTION 7.05;
(J)
THE PURCHASE OR OTHER ACQUISITION OF ALL
OR SUBSTANTIALLY ALL OF THE PROPERTY AND ASSETS OR BUSINESSES OF ANY PERSON OR
OF ASSETS CONSTITUTING A BUSINESS UNIT, LINE OF BUSINESS OR DIVISION OF SUCH
PERSON, OR EQUITY INTERESTS IN A PERSON THAT, UPON THE CONSUMMATION THEREOF,
WILL BE A WHOLLY-OWNED SUBSIDIARY OF THE BORROWER (INCLUDING AS A RESULT OF A
MERGER OR CONSOLIDATION) (EACH, A "PERMITTED ACQUISITION"); PROVIDED, THAT:
(I)
SUCH PERSON SO PURCHASED OR OTHERWISE
ACQUIRED AND THE LINES OF BUSINESS SO PURCHASED OR ACQUIRED SHALL BE IN
COMPLIANCE WITH THE REQUIREMENTS OF SECTION 7.07;
(II)
THE BORROWER, THE APPLICABLE LOAN PARTIES
AND SUCH NEWLY-ACQUIRED SUBSIDIARY SHALL COMPLY WITH THE COLLATERAL AND
GUARANTEE REQUIREMENTS AND THE REQUIREMENTS OF SECTION 6.11;
(III)
ALL TRANSACTIONS IN CONNECTION WITH SUCH
ACQUISITION SHALL BE CONSUMMATED, IN ALL MATERIAL RESPECTS, IN ACCORDANCE