NEGOTIABLE INSTRUMENTS HELD FOR
COLLECTION AND INVESTMENTS CONSISTING OF WORKERS' COMPENSATION, PERFORMANCE AND
SIMILAR DEPOSITS PROVIDED TO THIRD PARTIES IN THE ORDINARY COURSE OF BUSINESS;
(N)
INVESTMENTS MADE PURSUANT TO THE NOVATION AGREEMENT; AND
(O)
INVESTMENTS BY THE BORROWER AND ITS RESTRICTED SUBSIDIARIES NOT
OTHERWISE PERMITTED UNDER THIS SECTION 7.03; PROVIDED THAT, WITH RESPECT TO EACH
INVESTMENT MADE PURSUANT TO THIS SECTION 7.03(O):
(I)
SUCH INVESTMENT SHALL BE IN PROPERTY THAT IS PART OF, OR IN LINES
OF BUSINESS THAT ARE, SIMILAR LINES OF BUSINESS TO ONE OR MORE OF THE PRINCIPAL
BUSINESSES OF THE BORROWER AND ITS RESTRICTED SUBSIDIARIES IN THE ORDINARY
COURSE;
96
(II)
IF A RATING CONDITION EXISTS AT THE TIME A DEFINITIVE AGREEMENT
FOR SUCH INVESTMENT IS ENTERED INTO, THE TOTAL ALL CASH AND NONCASH
CONSIDERATION (INCLUDING THE FAIR MARKET VALUE OF ALL EQUITY INTERESTS ISSUED OR
TRANSFERRED TO THE SELLERS THEREOF, ALL INDEMNITIES, EARN-OUTS AND OTHER
CONTINGENT PAYMENT OBLIGATIONS TO, AND THE AGGREGATE AMOUNTS PAID OR TO BE PAID
UNDER NONCOMPETE, CONSULTING AND OTHER AFFILIATED AGREEMENTS WITH, THE SELLERS
THEREOF, ALL WRITE-DOWNS OF PROPERTY AND RESERVES FOR LIABILITIES WITH RESPECT
THERETO AND ALL ASSUMPTIONS OF DEBT, LIABILITIES AND OTHER OBLIGATIONS IN
CONNECTION THEREWITH) PAID BY OR ON BEHALF OF THE BORROWER AND ITS RESTRICTED
SUBSIDIARIES IN CONNECTION WITH SUCH INVESTMENT, WHEN AGGREGATED WITH THE TOTAL
CASH AND NONCASH CONSIDERATION PAID BY OR ON BEHALF OF THE BORROWER AND ITS
RESTRICTED SUBSIDIARIES FOR ALL OTHER INVESTMENTS MADE BY THE BORROWER OR ITS
RESTRICTED SUBSIDIARIES AT A TIME THAT A RATING CONDITION EXISTS, SHALL NOT
EXCEED $125,000,000; AND
(III)
THE BORROWER IS IN PRO FORMA COMPLIANCE.
7.04
FUNDAMENTAL CHANGES.
MERGE, DISSOLVE, LIQUIDATE, CONSOLIDATE WITH
OR INTO ANOTHER PERSON, OR DISPOSE OF (WHETHER IN ONE TRANSACTION OR IN A SERIES
OF RELATED TRANSACTIONS) ALL OR SUBSTANTIALLY ALL OF ITS ASSETS (WHETHER NOW
OWNED OR HEREAFTER ACQUIRED) TO OR IN FAVOR OF ANY PERSON, EXCEPT THAT, SO LONG
AS NO DEFAULT EXISTS OR WOULD RESULT THEREFROM:
(A)
ANY RESTRICTED SUBSIDIARY MAY MERGE WITH (I) THE BORROWER,
PROVIDED THAT THE BORROWER SHALL BE THE CONTINUING OR SURVIVING PERSON, OR (II)
ANY ONE OR MORE OTHER SUBSIDIARIES, PROVIDED THAT WHEN ANY RESTRICTED SUBSIDIARY
IS MERGING WITH ANOTHER SUBSIDIARY, SUCH RESTRICTED SUBSIDIARY SHALL BE THE
CONTINUING OR SURVIVING PERSON;
(B)
ANY RESTRICTED SUBSIDIARY MAY DISPOSE OF ALL OR SUBSTANTIALLY ALL
OF ITS ASSETS (UPON VOLUNTARY LIQUIDATION OR OTHERWISE) TO THE BORROWER OR TO A
RESTRICTED SUBSIDIARY; PROVIDED THAT IF SUCH RESTRICTED SUBSIDIARY IS A
GUARANTOR OR PLEDGOR, THE TRANSFEREE THEREOF MUST EITHER BE THE BORROWER OR A
GUARANTOR OR PLEDGOR;
(C)
THE BORROWER AND ITS SUBSIDIARIES MAY CONSUMMATE THE ACQUISITION;
(D)
ANY DISPOSITION PERMITTED BY SECTION 7.05 MAY BE CONSUMMATED (BUT
ANY SUCH DISPOSITION SHALL BE SUBJECTED TO THE FINAL PROVISO TO SECTION 7.05);
(E)
DISPOSITIONS PURSUANT TO THE NOVATION AGREEMENT MAY BE
CONSUMMATED; AND
(F)
IN CONNECTION WITH ANY ACQUISITION PERMITTED UNDER SECTION 7.03,
THE BORROWER OR ANY RESTRICTED SUBSIDIARY OF THE BORROWER MAY MERGE INTO OR
CONSOLIDATE WITH ANY