7.02
INVESTMENTS. MAKE ANY INVESTMENTS, EXCEPT:
(A)
INVESTMENTS OTHER THAN THOSE PERMITTED BY
SUBSECTIONS (B) THROUGH (I) BELOW EXISTING ON THE CLOSING DATE AND LISTED ON
SCHEDULE 7.02;
(B)
INVESTMENTS IN CASH AND CASH EQUIVALENTS;
(C)
INVESTMENTS OF THE BORROWER IN ANY
WHOLLY-OWNED GUARANTOR AND INVESTMENTS OF ANY RESTRICTED SUBSIDIARY IN THE
BORROWER OR IN ANOTHER WHOLLY-OWNED GUARANTOR;
(D)
INVESTMENTS CONSISTING OF EXTENSIONS OF
CREDIT IN THE NATURE OF ACCOUNTS RECEIVABLE 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;
(E)
GUARANTEES PERMITTED BY SECTION 7.03;
71
(F)
INVESTMENTS AS A RESULT OF ACQUISITIONS,
IF EACH OF THE FOLLOWING CONDITIONS HAS BEEN SATISFIED:
(I) IMMEDIATELY BEFORE
AND AFTER GIVING EFFECT TO SUCH ACQUISITION, NO DEFAULT SHALL HAVE OCCURRED AND
BE CONTINUING, (II) SUCH ACQUISITION SHALL NOT BE OPPOSED BY THE BOARD OF
DIRECTORS OF THE PERSON OR ASSETS BEING ACQUIRED, (III) FOR ACQUISITIONS IN
WHICH THE ACQUISITION CONSIDERATION IS IN EXCESS OF $50,000,000, THE
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED AT LEAST SEVEN BUSINESS DAYS PRIOR TO
THE DATE OF SUCH ACQUISITION A COMPLIANCE CERTIFICATE (A) SETTING FORTH THE
COVENANT CALCULATIONS BOTH ON OR PRIOR TO AND AFTER GIVING EFFECT TO THE
PROPOSED ACQUISITION, AND (B) CERTIFYING THAT NO DEFAULT SHALL HAVE OCCURRED AND
BE CONTINUING AFTER GIVING EFFECT TO SUCH ACQUISITION, (IV) THE ASSETS, PROPERTY
OR BUSINESS ACQUIRED SHALL BE IN THE BUSINESS DESCRIBED IN SECTION 5.19, AND
(V) IF SUCH ACQUISITION RESULTS IN A RESTRICTED SUBSIDIARY, THE REQUIREMENTS OF
SECTION 6.12 ARE SATISFIED;
(G)
LEASE, UTILITY AND OTHER SIMILAR DEPOSITS IN
THE ORDINARY COURSE OF BUSINESS;
(H)
INVESTMENTS MADE BY THE BORROWER OR A
GUARANTOR FOR CONSIDERATION GIVEN BY THE BORROWER OR ANY GUARANTOR CONSISTING
ONLY OF EQUITY INTERESTS OTHER THAN DISQUALIFIED EQUITY INTERESTS;
(I)
GUARANTEES OF PERFORMANCE OBLIGATIONS IN
THE ORDINARY COURSE OF BUSINESS; AND
(J)
INVESTMENTS OTHER THAN THOSE PERMITTED
BY SUBSECTIONS (A) THROUGH (I) ABOVE (BUT INCLUDING ANY INVESTMENTS IN
UNRESTRICTED SUBSIDIARIES IN EXISTENCE ON THE CLOSING DATE AND INVESTMENTS
DISCLOSED ON SCHEDULE 5.13(B) THAT ARE NOT IN GUARANTORS) IN PERSONS THAT ARE IN
THE BUSINESS DESCRIBED IN SECTION 5.19 NOT TO EXCEED IN AGGREGATE AMOUNT
OUTSTANDING AT ANY TIME 30% OF CONSOLIDATED TANGIBLE NET WORTH.
7.03
INDEBTEDNESS. CREATE, INCUR, ASSUME OR SUFFER TO
EXIST ANY INDEBTEDNESS, EXCEPT:
(A)
INDEBTEDNESS, OTHER THAN THAT PERMITTED BY
SUBSECTIONS (B) THROUGH (G) BELOW, OUTSTANDING ON THE CLOSING DATE AND LISTED ON
SCHEDULE 7.03 AND ANY REFINANCINGS, REFUNDINGS, RENEWALS OR EXTENSIONS THEREOF;
PROVIDED THAT THE AMOUNT OF SUCH INDEBTEDNESS IS NOT INCREASED AT THE TIME OF
SUCH REFINANCING, REFUNDING, RENEWAL OR EXTENSION EXCEPT BY AN AMOUNT EQUAL TO A
REASONABLE PREMIUM OR OTHER REASONABLE AMOUNT PAID, AND FEES AND EXPENSES
REASONABLY INCURRED, IN CONNECTION WITH SUCH REFINANCING PLUS AN AMOUNT EQUAL TO
ANY EXISTING COMMITMENTS UNUTILIZED THEREUNDER;
(B)
INDEBTEDNESS UNDER THE LOAN DOCUMENTS;
(C)
GUARANTEES OF