THAT THE AMOUNT OF SUCH GUARANTEES DOES NOT EXCEED THE AMOUNT OF THE UNDERLYING
INDEBTEDNESS AND THAT ANY GUARANTEES OF SUBORDINATED DEBT ARE EQUALLY
SUBORDINATED; AND
(Q)
GUARANTEES OF INDEBTEDNESS OF THE EXCLUDED
SUBSIDIARIES AND FOREIGN SUBSIDIARIES IN AN AMOUNT NOT TO EXCEED $47,500,000 IN
THE AGGREGATE OUTSTANDING AT ANY TIME (LESS, BUT WITHOUT DUPLICATION, THE
AGGREGATE AMOUNT OF ALL OUTSTANDING INVESTMENTS IN EXCLUDED SUBSIDIARIES IN
ACCORDANCE WITH SECTION 7.02(J)).
7.04
MERGERS; CONSOLIDATION; SALES.
(A)
MERGERS AND ACQUISITIONS. NONE OF THE
BORROWERS OR THE NON-BORROWER SUBSIDIARIES SHALL, DIRECTLY OR INDIRECTLY, BECOME
A PARTY TO ANY MERGER, AMALGAMATION, OR CONSOLIDATION, OR AGREE TO OR EFFECT ANY
ASSET ACQUISITION OR STOCK ACQUISITION (OTHER THAN THE ACQUISITION OF ASSETS IN
THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICES OR THE
89
ACQUISITION OF EXCLUDED SUBSIDIARIES PERMITTED UNDER SECTION 7.02(J)) EXCEPT THE
MERGER OR CONSOLIDATION OF, OR ASSET OR STOCK ACQUISITIONS BETWEEN BORROWERS AND
EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 7.04(A).
THE BORROWERS AND THE
NON-BORROWER SUBSIDIARIES MAY PURCHASE OR OTHERWISE ACQUIRE ALL OR SUBSTANTIALLY
ALL OF THE ASSETS OR STOCK OR OTHER EQUITY INTERESTS OF ANY OTHER PERSON (A
"PERMITTED ACQUISITION") PROVIDED THAT:
(I)
THE BORROWERS ARE IN CURRENT COMPLIANCE
WITH AND, GIVING EFFECT TO THE PROPOSED ACQUISITION (INCLUDING ANY BORROWINGS
MADE OR TO BE MADE IN CONNECTION THEREWITH), WILL CONTINUE TO BE IN COMPLIANCE
WITH ALL OF ITS COVENANTS AND AGREEMENTS CONTAINED IN THIS AGREEMENT, INCLUDING
THE FINANCIAL COVENANTS IN SECTION 7.11 HEREOF ON A PRO FORMA HISTORICAL
COMBINED BASIS AS IF THE TRANSACTION OCCURRED ON THE FIRST DAY OF THE PERIOD OF
MEASUREMENT;
(II)
AT THE TIME OF SUCH ACQUISITION, NO
DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, AND SUCH ACQUISITION
WILL NOT OTHERWISE CREATE A DEFAULT OR AN EVENT OF DEFAULT HEREUNDER (INCLUDING
BY WAY OF CROSS-DEFAULT TO ANY OTHER INDEBTEDNESS THAT WOULD CONSTITUTE AN EVENT
OF DEFAULT HEREUNDER);
(III)
THE BUSINESS TO BE ACQUIRED IS PREDOMINANTLY
IN THE SAME LINES OF BUSINESS AS THE BORROWERS, OR BUSINESSES REASONABLY RELATED
OR INCIDENTAL THERETO (E.G., NON-HAZARDOUS SOLID WASTE COLLECTION, TRANSFER,
HAULING, RECYCLING, OR DISPOSAL);
(IV)
THE BUSINESS TO BE ACQUIRED OPERATES
PREDOMINANTLY IN THE UNITED STATES OR CANADA;
(V)
(A) IN THE CASE OF AN ASSET ACQUISITION, ALL
OF THE ASSETS ACQUIRED SHALL BE ACQUIRED BY AN EXISTING BORROWER OR A
NEWLY-CREATED WHOLLY-OWNED SUBSIDIARY OF THE PARENT, WHICH, IF IT IS A U.S.
SUBSIDIARY, SHALL BECOME A BORROWER HEREUNDER IN ACCORDANCE WITH SECTION 6.19,
AND 100% OF THE EQUITY INTERESTS ISSUED BY SUCH U.S. SUBSIDIARY AND ITS ASSETS
(SUBJECT TO THE PROVISIONS OF SECTION 10.15 WITH RESPECT TO REAL PROPERTY AND
MOTOR VEHICLES) AND SHALL BE PLEDGED SIMULTANEOUSLY WITH SUCH ACQUISITION TO THE
ADMINISTRATIVE AGENT FOR THE BENEFIT OF THE LENDERS AND THE AGENTS IN ACCORDANCE
WITH SECTION 10.15, (B) IN THE CASE OF AN ACQUISITION OF EQUITY INTERESTS OF A
U.S. COMPANY, THE ACQUIRED COMPANY, SIMULTANEOUSLY WITH SUCH ACQUISITION, SHALL
BECOME A BORROWER IN ACCORDANCE WITH SECTION 6.19 AND 100% OF ITS EQUITY
INTERESTS