SUBSIDIARIES IN THEIR RESPECTIVE SUBSIDIARIES, PROVIDED THAT THE
AGGREGATE INVESTMENTS BY THE BORROWER AND ITS RESTRICTED SUBSIDIARIES IN ALL OF
THE UNRESTRICTED SUBSIDIARIES SHALL NOT EXCEED 15% OF THE CONSOLIDATED TOTAL
ASSETS OF THE BORROWER AND ITS RESTRICTED SUBSIDIARIES;
(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;
(E)
GUARANTEES PERMITTED BY SECTION 7.02(E);
(F)
INVESTMENTS EXISTING ON THE DATE HEREOF (OTHER THAN THOSE
REFERRED TO IN SECTION 7.03(C));
(G)
INVESTMENTS BY THE BORROWER IN SWAP CONTRACTS PERMITTED UNDER
SECTION 7.02(A);
(H)
THE PURCHASE OR OTHER ACQUISITION OF ALL OF THE EQUITY INTERESTS
IN, OR ALL OR SUBSTANTIALLY ALL OF THE PROPERTY OF, ANY PERSON THAT, UPON THE
CONSUMMATION THEREOF, WILL BE WHOLLY-OWNED DIRECTLY BY THE BORROWER OR ONE OR
MORE OF ITS RESTRICTED 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)
BORROWER SHALL COMPLY WITH THE REQUIREMENTS OF SECTION 6.12;
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(II)
THE LINES OF BUSINESS OF THE PERSON TO BE (OR THE PROPERTY OF
WHICH IS TO BE) SO PURCHASED OR OTHERWISE ACQUIRED SHALL BE SIMILAR LINES OF
BUSINESS TO ONE OR MORE OF THE PRINCIPAL BUSINESSES OF THE BORROWER AND ITS
RESTRICTED SUBSIDIARIES IN THE ORDINARY COURSE;
(III)
THE BOARD OF DIRECTORS OR OTHER GOVERNING BODY OF THE PERSON TO
BE PURCHASED OR ACQUIRED SHALL HAVE APPROVED SUCH PURCHASE OR ACQUISITION;
(IV)
THE BORROWER IS IN PRO FORMA COMPLIANCE; AND
(V)
THE BORROWER SHALL HAVE DELIVERED TO THE ADMINISTRATIVE AGENT, 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 AND THE
REQUIRED LENDERS, CERTIFYING THAT ALL OF THE REQUIREMENTS SET FORTH IN THIS
SECTION 7.03(H) HAVE BEEN SATISFIED OR WILL BE SATISFIED ON OR PRIOR TO THE
CONSUMMATION OF SUCH PURCHASE OR OTHER ACQUISITION AND DEMONSTRATING PRO FORMA
COMPLIANCE; AND
(I)
INVESTMENTS (INCLUDING DEBT OBLIGATIONS) RECEIVED IN THE ORDINARY
COURSE OF BUSINESS BY THE BORROWER OR ANY OF ITS RESTRICTED SUBSIDIARIES IN
CONNECTION WITH THE BANKRUPTCY OR REORGANIZATION OF SUPPLIERS AND CUSTOMERS OR
IN SETTLEMENT OF DELINQUENT OBLIGATIONS OF, AND OTHER DISPUTES WITH, CUSTOMERS
AND SUPPLIERS ARISING IN THE ORDINARY COURSE OF BUSINESS;
(J)
INVESTMENTS OF ANY PERSON OUTSTANDING AT THE TIME SUCH PERSON
BECOMES A RESTRICTED SUBSIDIARY PURSUANT TO AN ACQUISITION OR INVESTMENT
PERMITTED HEREUNDER; PROVIDED THAT SUCH INVESTMENT WAS NOT MADE IN CONTEMPLATION
OF SUCH ACQUISITION OR INVESTMENT;
(K)
INVESTMENTS CONSISTING OF PLEDGES AND DEPOSITS DESCRIBED IN
SECTION 7.01(E);
(L)
INVESTMENTS CONSISTING OF THE DEFERRED SALES PRICE RECEIVED IN
CONNECTION WITH ANY DISPOSITION PERMITTED HEREUNDER;
(M)
INVESTMENTS IN PREPAID EXPENSES AND