OFFICERS, DIRECTORS, MEMBERS OF MANAGEMENT,
AND EMPLOYEES OF PARENT, ANY BORROWER OR ANY RESTRICTED SUBSIDIARY (I) IN AN
AGGREGATE AMOUNT NOT TO EXCEED $2,500,000 AT ANY TIME OUTSTANDING, FOR
BUSINESS-RELATED TRAVEL, ENTERTAINMENT, RELOCATION AND ANALOGOUS ORDINARY
BUSINESS PURPOSES, OR (II) IN CONNECTION WITH SUCH PERSON'S PURCHASE OF EQUITY
INTERESTS OF PARENT (OR AFTER THE OCCURRENCE OF A QUALIFYING IPO OF UHS, UHS) IN
AN AGGREGATE AMOUNT NOT TO EXCEED $2,500,000 AT ANY TIME OUTSTANDING (DETERMINED
WITHOUT REGARD TO ANY WRITE-DOWNS OR WRITE-OFFS OF SUCH LOANS OR ADVANCES);
(C)
INVESTMENTS (I) BY ANY LOAN PARTY IN ANY OTHER LOAN PARTY, (II) BY
ANY RESTRICTED SUBSIDIARY THAT IS NOT A LOAN PARTY IN ANY LOAN PARTY OR IN ANY
OTHER RESTRICTED SUBSIDIARY THAT IS NOT ALSO A LOAN PARTY, OR (III) BY LOAN
PARTIES IN ANY SUBSIDIARIES THAT ARE NOT LOAN PARTIES (INCLUDING UNRESTRICTED
SUBSIDIARIES) IN AN AGGREGATE AMOUNT NOT TO EXCEED $5,000,000 AT ANY TIME
OUTSTANDING, PLUS, TO THE EXTENT THAT ANY UNRESTRICTED SUBSIDIARY OF ANY LOAN
PARTY DESIGNATED AS SUCH AFTER THE CLOSING DATE IS REDESIGNATED AS A RESTRICTED
SUBSIDIARY AFTER THE CLOSING DATE, THE LESSER OF (X) THE FAIR MARKET VALUE OF
SUCH LOAN PARTY'S INVESTMENT IN SUCH SUBSIDIARY AS OF THE DATE OF SUCH
REDESIGNATION OR (Y) SUCH FAIR
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MARKET VALUE AS OF THE DATE ON WHICH SUCH SUBSIDIARY WAS ORIGINALLY DESIGNATED
AS AN UNRESTRICTED SUBSIDIARY AFTER THE CLOSING DATE (IN THE CASE OF CLAUSE
(II), DETERMINED WITHOUT REGARD TO ANY WRITE-DOWNS OR WRITE-OFFS OF SUCH
INVESTMENTS);
(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 AND OTHER
CREDITS TO SUPPLIERS IN THE ORDINARY COURSE OF BUSINESS;
(E)
INVESTMENTS CONSISTING OF LIENS, INDEBTEDNESS, FUNDAMENTAL
CHANGES, DISPOSITIONS AND RESTRICTED PAYMENTS PERMITTED BY SECTION 7.01, SECTION
7.03, SECTION 7.04, SECTION 7.05 AND SECTION 7.06, RESPECTIVELY;
(F)
INVESTMENTS EXISTING OR CONTEMPLATED ON THE DATE HEREOF AND SET
FORTH ON SCHEDULE 7.02(F) AND ANY MODIFICATION, REPLACEMENT, RENEWAL OR
EXTENSION THEREOF; PROVIDED THAT THE AMOUNT OF THE ORIGINAL INVESTMENT IS NOT
INCREASED EXCEPT BY THE TERMS OF SUCH INVESTMENT OR AS OTHERWISE PERMITTED BY
THIS SECTION 7.02;
(G)
INVESTMENTS IN SWAP CONTRACTS PERMITTED BY SECTION 7.03;
(H)
PROMISSORY NOTES AND OTHER NON-CASH CONSIDERATION RECEIVED IN
CONNECTION WITH DISPOSITIONS PERMITTED BY SECTION 7.05;
(I)
THE PURCHASE OR OTHER ACQUISITION OF ALL OR SUBSTANTIALLY ALL OF
THE ASSETS OR BUSINESS OF, ANY PERSON, OR OF ASSETS CONSTITUTING A BUSINESS
UNIT, A LINE OF BUSINESS OR DIVISION OF, SUCH PERSON, OR OF ALL OF THE EQUITY
INTERESTS (OTHER THAN DIRECTORS' QUALIFYING SHARES) IN A PERSON THAT, UPON THE
CONSUMMATION THEREOF, WILL BE OWNED DIRECTLY BY A BORROWER OR ONE OR MORE OF
THEIR RESPECTIVE WHOLLY OWNED SUBSIDIARIES (INCLUDING, WITHOUT LIMITATION, AS A
RESULT OF A MERGER OR CONSOLIDATION); PROVIDED THAT, WITH RESPECT TO EACH SUCH
PURCHASE OR OTHER ACQUISITION MADE