WITH OTHER SUBSIDIARIES OF THE BORROWER AS TO WHICH COSTS ARE ALLOCATED
(AS AMONG THE BORROWER AND ITS SUBSIDIARIES) BASED ON COST, USAGE OR OTHER
REASONABLE METHOD OF ALLOCATION; PROVIDED THAT THE UNDERTAKING OF SUCH
LIABILITIES ARE NOT INTENDED AS A GUARANTY OR OTHER CREDIT SUPPORT OF SUCH
OBLIGATIONS.
7.03
Investments.
Make or hold any Investments,
except:
(A)
INVESTMENTS BY THE BORROWER AND ITS
SUBSIDIARIES IN THE FORM OF CASH EQUIVALENTS OR SHORT TERM MARKETABLE
SECURITIES.
(B)
ADVANCES TO OFFICERS, DIRECTORS AND
EMPLOYEES OF THE BORROWER AND SUBSIDIARIES IN AN AGGREGATE AMOUNT NOT TO EXCEED
$1,000,000 AT ANY TIME OUTSTANDING, FOR TRAVEL, ENTERTAINMENT, RELOCATION AND
ANALOGOUS ORDINARY BUSINESS PURPOSES;
(C)
(I) INVESTMENTS BY THE BORROWER AND ITS
SUBSIDIARIES IN THEIR RESPECTIVE SUBSIDIARIES OUTSTANDING ON THE CLOSING DATE,
(II) ADDITIONAL INVESTMENTS BY THE BORROWER AND ITS SUBSIDIARIES IN LOAN
PARTIES, AND (III) ADDITIONAL INVESTMENTS BY SUBSIDIARIES OF THE BORROWER THAT
ARE NOT LOAN PARTIES IN OTHER SUBSIDIARIES THAT ARE NOT LOAN PARTIES;
(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 7.02;
(F)
INVESTMENTS EXISTING ON THE CLOSING DATE
(OTHER THAN THOSE REFERRED TO IN SECTION 7.03(C)(I)) AND SET FORTH ON SCHEDULE
5.08;
(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 A RESTRICTED SUBSIDIARY
WHOLLY-OWNED DIRECTLY BY THE BORROWER OR ONE OR MORE OF ITS WHOLLY-OWNED
RESTRICTED SUBSIDIARIES (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 BE A RESTRICTED SUBSIDIARY AND SHALL COMPLY WITH THE
REQUIREMENTS OF SECTION 6.11;
(II)
THE LINES OF BUSINESS OF THE PERSON TO BE
(OR THE PROPERTY WHICH IS TO BE) SO PURCHASED OR OTHERWISE ACQUIRED SHALL BE
SUBSTANTIALLY THE SAME LINES OF BUSINESS OR REASONABLE EXTENSIONS THEREOF AS ONE
OR MORE OF THE PRINCIPAL BUSINESSES OF THE BORROWER AND ITS SUBSIDIARIES IN THE
ORDINARY COURSE;
(III)
SUCH PURCHASE OR OTHER ACQUISITION SHALL NOT
INCLUDE OR RESULT IN ANY CONTINGENT LIABILITIES THAT WOULD REASONABLY BE
EXPECTED TO BE MATERIAL TO THE BUSINESS, FINANCIAL CONDITION, OPERATIONS OR
PROSPECTS OF THE BORROWER AND ITS SUBSIDIARIES, TAKEN AS A WHOLE (AS DETERMINED
IN GOOD FAITH BY THE BOARD OF DIRECTORS (OR THE PERSONS PERFORMING
50
SIMILAR FUNCTIONS) OF THE BORROWER OR SUCH SUBSIDIARY IF THE BOARD OF DIRECTORS
IS OTHERWISE APPROVING SUCH TRANSACTION AND, IN EACH OTHER CASE, BY A
RESPONSIBLE OFFICER);
(IV)
(A) IMMEDIATELY BEFORE AND IMMEDIATELY AFTER
GIVING PRO FORMA EFFECT TO ANY SUCH PURCHASE OR OTHER ACQUISITION, NO DEFAULT
SHALL HAVE OCCURRED AND BE CONTINUING AND