ANY LOAN PARTY OR ANY PLEDGED SUBSIDIARY IN
THEIR RESPECTIVE SUBSIDIARIES (OTHER THAN AN EXCLUDED SUBSIDIARY) OUTSTANDING ON
THE DATE HEREOF AND (II) ADDITIONAL INVESTMENTS BY ANY LOAN PARTY OR ANY PLEDGED
SUBSIDIARY IN LOAN PARTIES (OTHER THAN BORROWER);
(C)
INVESTMENTS CONSISTING OF EXTENSIONS OF CREDIT IN THE NATURE OF
ACCOUNTS 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;
(D)
GUARANTEES PERMITTED BY SECTION 7.02;
(E)
INVESTMENTS EXISTING ON THE DATE HEREOF (OTHER THAN THOSE REFERRED
TO IN SECTION 7.03(B)(I)) AND SET FORTH ON SCHEDULE 5.08(E);
(F)
INVESTMENTS BY BORROWER IN SWAP CONTRACTS PERMITTED UNDER
SECTION 7.02(A);
(G)
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 BORROWER OR ONE OR MORE
OF THE LOAN PARTIES (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(G):
(I)
ANY SUCH NEWLY-CREATED OR ACQUIRED SUBSIDIARY SHALL COMPLY WITH
THE REQUIREMENTS OF SECTION 6.12;
(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 SUBSTANTIALLY THE
SAME LINES OF BUSINESS AS ONE OR MORE OF THE PRINCIPAL BUSINESSES OF BORROWER OR
ITS SUBSIDIARIES IN THE ORDINARY COURSE;
(III)
SUCH PURCHASE OR OTHER ACQUISITION SHALL NOT INCLUDE OR RESULT IN
ANY CONTINGENT LIABILITIES THAT COULD REASONABLY BE EXPECTED TO BE MATERIAL TO
THE BUSINESS, FINANCIAL CONDITION, OPERATIONS OR PROSPECTS OF BORROWER AND ITS
SUBSIDIARIES, TAKEN AS A WHOLE PRO FORMA FOR SUCH PURCHASE OR OTHER ACQUISITION
(AS
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DETERMINED IN GOOD FAITH BY THE BOARD OF DIRECTORS (OR THE PERSONS PERFORMING
SIMILAR FUNCTIONS) OF BORROWER OR SUCH SUBSIDIARY IF THE BOARD OF DIRECTORS IS
OTHERWISE APPROVING SUCH TRANSACTION AND, IN EACH OTHER CASE, BY A RESPONSIBLE
OFFICER);
(IV)
THE TOTAL CASH AND NONCASH CONSIDERATION (INCLUDING ALL
INDEMNITIES, EARNOUTS 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 BUT EXCLUDING ALL
EQUITY INTERESTS PERMITTED TO BE ISSUED UNDER THE TERMS OF THIS AGREEMENT ISSUED
OR TRANSFERRED TO THE SELLERS THEREOF) PAID BY OR ON BEHALF OF BORROWER AND SUCH
LOAN PARTIES FOR ANY SUCH PURCHASE OR OTHER ACQUISITION, WHEN AGGREGATED WITH
THE TOTAL CASH AND NONCASH CONSIDERATION PAID BY OR ON BEHALF OF BORROWER AND
SUCH LOAN PARTIES FOR ALL OTHER PURCHASES AND OTHER ACQUISITIONS MADE BY
BORROWER AND SUCH LOAN PARTIES PURSUANT TO THIS SECTION 7.03(G) DURING THE TERM
OF THIS AGREEMENT, SHALL NOT EXCEED