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ASSET SALE PROCEEDS THEREOF SHALL BE APPLIED AS REQUIRED BY SECTION 2.3(B)(I).
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7.5
INVESTMENTS.
Make any Investments, except for the following ("Permitted Investments"):
(A)
INVESTMENTS EXISTING ON THE CLOSING DATE AND SET FORTH ON
SCHEDULE 7.5;
(B)
INVESTMENTS IN CASH AND CASH EQUIVALENTS, AND WHICH CONFORM TO THE
INVESTMENT POLICIES ADOPTED BY THE BOARD OF DIRECTORS OF BORROWER FROM TIME TO
TIME;
(C)
INVESTMENTS PERMITTED BY SECTION 7.1 OR SECTION 7.3;
(D)
INVESTMENTS (I) IN ANY SECURITIES RECEIVED IN SATISFACTION OR
PARTIAL SATISFACTION THEREOF FROM FINANCIALLY TROUBLED ACCOUNT DEBTORS, AND
(II) CONSTITUTING DEPOSITS, PREPAYMENTS AND OTHER CREDITS TO SUPPLIERS MADE IN
THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH THE PAST PRACTICES OF BORROWER
AND ITS SUBSIDIARIES;
(E)
INVESTMENTS CONSTITUTING ACQUISITIONS; PROVIDED THAT EACH SUCH
ACQUISITION (EACH, A "PERMITTED ACQUISITION") MEETS THE FOLLOWING CRITERIA:
(I) IN THE CASE OF A MERGER, AMALGAMATION OR OTHER COMBINATION INCLUDING
BORROWER, BORROWER SHALL BE THE SURVIVING ENTITY, (II) IN THE CASE OF A MERGER,
AMALGAMATION OR OTHER COMBINATION INCLUDING A CREDIT PARTY (OTHER THAN
BORROWER), A CREDIT PARTY SHALL BE THE SURVIVING ENTITY; (III) THE BUSINESS TO
BE ACQUIRED SHALL BE (X) IN SAME BUSINESS OR LINES OF BUSINESS IN WHICH BORROWER
AND ITS SUBSIDIARIES ARE ENGAGED AS OF THE CLOSING DATE AND (Y) SHALL HAVE HAD
POSITIVE CONSOLIDATED EBITDA FOR THE FOUR QUARTER PERIOD MOST RECENTLY ENDED
PRIOR TO THE DATE OF SUCH ACQUISITION, (IV) NO DEFAULT OR EVENT OF DEFAULT SHALL
EXIST PRIOR TO OR AFTER GIVING EFFECT TO SUCH ACQUISITION OR SHALL RESULT
THEREFROM, (V) ALL TRANSACTIONS IN CONNECTION THEREWITH SHALL BE CONSUMMATED, IN
ALL MATERIAL RESPECTS, IN ACCORDANCE WITH ALL APPLICABLE LAWS, (VI) BORROWER
SHALL HAVE PROVIDED TO ADMINISTRATIVE AGENT AND EACH OF THE LENDERS, AT LEAST
TEN (10) BUSINESS DAYS PRIOR TO SUCH ACQUISITION, A CERTIFICATE OF A RESPONSIBLE
OFFICER OF BORROWER SHOWING PRO FORMA COMPLIANCE WITH SECTION 7.12 HEREOF, BOTH
BEFORE AND AFTER THE PROPOSED ACQUISITION, TOGETHER WITH ALL RELEVANT FINANCIAL
INFORMATION WITH RESPECT TO SUCH ACQUISITION, INCLUDING THE AGGREGATE
CONSIDERATION FOR SUCH ACQUISITION AND ANY OTHER INFORMATION REQUIRED TO
DEMONSTRATE COMPLIANCE WITH SECTION 7.12, (VII) SUCH ACQUISITION SHALL HAVE BEEN
APPROVED BY THE BOARD OF DIRECTORS OR OTHER GOVERNING BODY OR CONTROLLING PERSON
OF THE PERSON FROM WHOM THE BUSINESS IS ACQUIRED, (VIII) (A) THE AGGREGATE
CONSIDERATION IN RESPECT OF ALL ACQUISITIONS OCCURRING AFTER THE CLOSING DATE,
WHETHER CONSISTING OF CASH ACQUISITION CONSIDERATION OR EQUITY SECURITIES, SHALL
NOT EXCEED (X) $220,000,000 DURING THE TERM OF THIS AGREEMENT AND
(Y) $110,000,000 IN ANY TWELVE MONTH PERIOD AND (B) THE AGGREGATE CASH
ACQUISITION CONSIDERATION IN RESPECT OF ALL ACQUISITIONS OCCURRING AFTER THE
CLOSING DATE SHALL NOT EXCEED $27,500,000 DURING THE TERM OF THIS AGREEMENT, IN
EACH CASE UNLESS OTHERWISE APPROVED BY THE REQUISITE LENDERS; PROVIDED FURTHER,
THAT THE AMOUNT SET FORTH IN CLAUSE (VIII)(B) OF THIS SECTION 7.5(E) MAY BE
INCREASED BY NET CASH EQUITY PROCEEDS (NOT TO EXCEED $55,000,000 IN THE
AGGREGATE DURING THE TERM OF THIS AGREEMENT) RECEIVED BY THE BORROWER AFTER THE
CLOSING DATE,