OF THE SUBSIDIARIES
TO, ENGAGE TO ANY MATERIAL EXTENT IN ANY BUSINESS OTHER THAN BUSINESSES OF THE
TYPE CONDUCTED BY THE PARENT BORROWER AND THE SUBSIDIARIES ON THE DATE OF
EXECUTION OF THIS AGREEMENT AND BUSINESSES REASONABLY RELATED THERETO.
SECTION 6.04.
INVESTMENTS, LOANS, ADVANCES, GUARANTEES AND ACQUISITIONS.
THE
PARENT BORROWER WILL NOT, AND WILL NOT PERMIT ANY OF THE SUBSIDIARIES TO,
PURCHASE, HOLD OR ACQUIRE (INCLUDING PURSUANT TO ANY MERGER WITH ANY PERSON THAT
WAS NOT A WHOLLY OWNED SUBSIDIARY PRIOR TO SUCH MERGER) ANY EQUITY INTERESTS IN
OR EVIDENCES OF INDEBTEDNESS OR OTHER SECURITIES (INCLUDING ANY OPTION, WARRANT
OR OTHER RIGHT TO ACQUIRE ANY OF THE FOREGOING) OF, MAKE OR PERMIT TO EXIST ANY
LOANS OR ADVANCES TO, GUARANTEE ANY OBLIGATIONS OF, OR MAKE OR PERMIT TO EXIST
ANY INVESTMENT OR ANY OTHER INTEREST IN, ANY OTHER PERSON, OR PURCHASE OR
OTHERWISE ACQUIRE (IN ONE TRANSACTION OR A SERIES OF TRANSACTIONS) ANY ASSETS OF
ANY OTHER PERSON CONSTITUTING A BUSINESS UNIT, EXCEPT:
(A)
PERMITTED INVESTMENTS;
(B)
PERMITTED ACQUISITIONS; PROVIDED THAT THE AGGREGATE CASH CONSIDERATION FOR
SUCH PERMITTED ACQUISITIONS, WHICH SHALL BE DEEMED TO INCLUDE (I) ANY AMOUNTS
ACTUALLY PAID PURSUANT TO ANY POST-CLOSING PAYMENT ADJUSTMENTS, EARN-
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OUTS OR NON-COMPETE PAYMENTS AND (II) THE PRINCIPAL AMOUNT OF INDEBTEDNESS THAT
IS ASSUMED PURSUANT TO SECTION 6.01(A)(VI) OR OTHERWISE INCURRED IN CONNECTION
WITH SUCH PERMITTED ACQUISITION, SHALL NOT EXCEED $40,000,000 FOR ANY PERIOD OF
FOUR CONSECUTIVE FISCAL QUARTERS AND $80,000,000 IN THE AGGREGATE SINCE THE
EFFECTIVE DATE PLUS, IN EACH CASE (WITHOUT DUPLICATION) AN AMOUNT EQUAL TO ANY
RETURNS OF CAPITAL OR SALE PROCEEDS ACTUALLY RECEIVED IN CASH IN RESPECT OF ANY
SUCH PERMITTED ACQUISITION (WHICH AMOUNT SHALL NOT EXCEED THE PURCHASE PRICE
PAID (INCLUDING THE PRINCIPAL AMOUNT OF INDEBTEDNESS ASSUMED PURSUANT TO
SECTION 6.01(A)(VI) IN CONNECTION THEREWITH) IN RESPECT OF SUCH PERMITTED
ACQUISITION);
(C)
INVESTMENTS EXISTING ON THE DATE HEREOF AND SET FORTH ON SCHEDULE 6.04;
(D)
INVESTMENTS BY THE PARENT BORROWER AND ITS SUBSIDIARIES IN EQUITY INTERESTS
IN THEIR RESPECTIVE SUBSIDIARIES; PROVIDED THAT (I) ANY SUCH EQUITY INTERESTS
HELD BY A LOAN PARTY SHALL BE PLEDGED PURSUANT TO THE COLLATERAL AGREEMENT
(SUBJECT TO THE LIMITATIONS APPLICABLE TO COMMON STOCK OF A FOREIGN SUBSIDIARY
REFERRED TO IN THE DEFINITION OF "COLLATERAL AND GUARANTEE REQUIREMENT") AND
(II) THE AGGREGATE AMOUNT OF INVESTMENTS BY LOAN PARTIES IN SUBSIDIARIES THAT
ARE NOT LOAN PARTIES (TOGETHER WITH OUTSTANDING INTERCOMPANY LOANS PERMITTED
UNDER CLAUSE (II) TO THE PROVISO TO SECTION 6.04(E) AND OUTSTANDING GUARANTEES
PERMITTED UNDER THE PROVISO TO SECTION 6.04(G)) SHALL NOT EXCEED $500,000 AT ANY
TIME OUTSTANDING (IN EACH CASE DETERMINED WITHOUT REGARD TO ANY WRITE-DOWN OR
WRITE-OFFS);
(E)
LOANS OR ADVANCES MADE BY THE PARENT BORROWER TO ANY SUBSIDIARY AND MADE BY
ANY SUBSIDIARY TO THE PARENT BORROWER OR ANY OTHER SUBSIDIARY; PROVIDED THAT
(I) ANY SUCH LOANS AND ADVANCES MADE BY A LOAN PARTY SHALL BE EVIDENCED BY A
PROMISSORY NOTE PLEDGED PURSUANT TO THE COLLATERAL AGREEMENT AND (II) THE AMOUNT
OF SUCH LOANS AND ADVANCES MADE BY LOAN PARTIES