PERMIT ANY SUBSIDIARY TO, MAKE OR SUFFER TO EXIST ANY
INVESTMENTS (INCLUDING WITHOUT LIMITATION, LOANS AND ADVANCES TO, AND OTHER
INVESTMENTS IN, SUBSIDIARIES), OR COMMITMENTS THEREFOR, OR TO CREATE ANY
SUBSIDIARY OR TO BECOME OR REMAIN A PARTNER IN ANY PARTNERSHIP OR JOINT VENTURE,
OR TO MAKE ANY ACQUISITION OF ANY PERSON, EXCEPT:
6.13.1
CASH EQUIVALENT INVESTMENTS.
6.13.2
EXISTING INVESTMENTS IN SUBSIDIARIES AND OTHER INVESTMENTS IN EXISTENCE
ON THE DATE HEREOF AND DESCRIBED IN SCHEDULE 6.13.2.
6.13.3
ANY INDEBTEDNESS PERMITTED BY SECTION 6.14 AND ANY INVESTMENTS
CONSTITUTING TRANSACTIONS PERMITTED BY SECTION 6.12.
6.13.4
THE HOLDING OF ANY EQUITY INTERESTS THAT HAVE BEEN ACQUIRED PURSUANT TO
A PERMITTED ACQUISITION.
6.13.5
THE CREATION OF, AND HOLDING OF, ANY SUBSIDIARY AS A RESULT OF A
PERMITTED ACQUISITION, THE ACQUISITION OF OPERATIONS FROM ANOTHER SUBSIDIARY OR
THE COMMENCEMENT OF NEW OPERATIONS; PROVIDED IN EACH CASE THAT SUCH SUBSIDIARY
BECOMES A GUARANTOR PROMPTLY FOLLOWING SUCH PERMITTED ACQUISITION, ACQUISITION
OR COMMENCEMENT.
6.13.6
INVESTMENTS ACQUIRED BY THE BORROWER OR A SUBSIDIARY AS CONSIDERATION
RECEIVED IN CONNECTION WITH A LEASE, SALE OR DISPOSITION OF PROPERTY PERMITTED
IN SECTION 6.12.
6.13.7
THE CONTEMPLATED INVESTMENTS DESCRIBED ON SCHEDULE 6.13.7.
6.13.8
ANY ADVANCE OR LOAN TO AN OFFICER OR EMPLOYEE OF THE BORROWER OR A
SUBSIDIARY MADE IN THE ORDINARY COURSE OF BUSINESS, SO LONG AS (I) SUCH ADVANCES
AND LOANS ARE IN EXISTENCE AS OF THE CLOSING DATE AND ARE LISTED ON SCHEDULE
6.13.8, OR (II) ALL SUCH ADVANCES AND LOANS FROM THE BORROWER AND THE
SUBSIDIARIES EXTENDED AFTER THE CLOSING DATE AGGREGATE NOT MORE THAN THE MAXIMUM
PRINCIPAL SUM OF $500,000 AT ANY TIME OUTSTANDING.
6.13.9
ACQUISITIONS MEETING THE FOLLOWING REQUIREMENTS OR OTHERWISE APPROVED BY
THE REQUIRED LENDERS (EACH SUCH ACQUISITION CONSTITUTING A "PERMITTED
ACQUISITION"):
53
(I)
AS OF THE DATE OF THE CONSUMMATION OF
SUCH ACQUISITION, NO DEFAULT OR UNMATURED DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING OR WOULD RESULT FROM SUCH ACQUISITION, AND THE REPRESENTATION AND
WARRANTY CONTAINED IN SECTION 5.11 SHALL BE TRUE BOTH BEFORE AND AFTER GIVING
EFFECT TO SUCH ACQUISITION;
(II)
SUCH ACQUISITION IS CONSUMMATED ON A
NON-HOSTILE BASIS PURSUANT TO A NEGOTIATED ACQUISITION AGREEMENT APPROVED BY THE
BOARD OF DIRECTORS OR OTHER APPLICABLE GOVERNING BODY OF THE SELLER OR ENTITY TO
BE ACQUIRED, AND NO MATERIAL CHALLENGE TO SUCH ACQUISITION (EXCLUDING THE
EXERCISE OF APPRAISAL RIGHTS) SHALL BE PENDING OR THREATENED BY ANY SHAREHOLDER
OR DIRECTOR OF THE SELLER OR ENTITY TO BE ACQUIRED;
(III)
THE BUSINESS TO BE ACQUIRED IN SUCH
ACQUISITION IS SIMILAR OR RELATED TO ONE OR MORE OF THE LINES OF BUSINESS IN
WHICH THE BORROWER AND ITS SUBSIDIARIES ARE ENGAGED ON THE CLOSING DATE;
(IV)
AS OF THE DATE OF THE CONSUMMATION OF SUCH
ACQUISITION, ALL MATERIAL GOVERNMENTAL AND CORPORATE APPROVALS REQUIRED IN
CONNECTION THEREWITH SHALL HAVE BEEN OBTAINED;
(V)
THE PURCHASE PRICE FOR SUCH ACQUISITION,
WHEN TAKEN TOGETHER WITH THE PURCHASE PRICES OF ALL OTHER PERMITTED
ACQUISITIONS, SHALL NOT EXCEED, DURING ANY FISCAL YEAR OF THE BORROWER, AN
AGGREGATE AMOUNT EQUAL TO 35% OF THE CONSOLIDATED