Credit Agreement, Dated As of September 25, 2007

Exhibit 10.7

EXECUTION COPY


[Published CUSIP Number: ]

$350,000,000

CREDIT AGREEMENT

Dated as of September 25, 2007

among

BIOMET, INC.,

as Parent Borrower,

THE SEVERAL SUBSIDIARY BORROWERS PARTY HERETO, LVB ACQUISITION, INC.,

as Holdings,

BANK OF AMERICA, N.A.,

as Administrative Agent, Swing Line Lender

and L/C Issuer,

and

THE OTHER LENDERS PARTY HERETO


GOLDMAN SACHS CREDIT PARTNERS L.P.,

as Syndication Agent, BEAR STEARNS CORPORATE LENDING INC.,

LEHMAN COMMERCIAL PAPER INC.,

MERRILL LYNCH CAPITAL CORPORATION and

WACHOVIA BANK, NATIONAL ASSOCIATION,

as Documentation Agents, BANC OF AMERICA SECURITIES LLC and

GOLDMAN SACHS CREDIT PARTNERS L.P.,

as Joint Lead Arrangers,

BANC OF AMERICA SECURITIES LLC,

GOLDMAN SACHS CREDIT PARTNERS L.P., BEAR, STEARNS & CO. INC.,

LEHMAN BROTHERS INC. and

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

as Joint Bookrunners


TABLE OF CONTENTS

Page ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS SECTION 1.01. Defined Terms 2 SECTION 1.02. Other Interpretive Provisions 58 SECTION 1.03. Accounting Terms 58 SECTION 1.04. Rounding 59 SECTION 1.05. References to Agreements, Laws, Etc 59 SECTION 1.06. Times of Day 59 SECTION 1.07. Currency Equivalents Generally 59 ARTICLE II

THE COMMITMENTS AND CREDIT EXTENSIONS SECTION 2.01. The Loans; Protective Advances 59 SECTION 2.02. Borrowings, Conversions and Continuations of Loans 61 SECTION 2.03. Letters of Credit 63 SECTION 2.04. Swing Line Loans 72 SECTION 2.05. Prepayments 75 SECTION 2.06. Termination or Reduction of Commitments 78 SECTION 2.07. Repayment of Loans 78 SECTION 2.08. Interest 79 SECTION 2.09. Fees 79 SECTION 2.10. Computation of Interest and Fees 80 SECTION 2.11. Evidence of Indebtedness 80 SECTION 2.12. Payments Generally 81 SECTION 2.13. Sharing of Payments 82 SECTION 2.14. Incremental Credit Extensions 83 SECTION 2.15. Reserves 84 ARTICLE III

TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY SECTION 3.01. Taxes 85 SECTION 3.02. Illegality 89 SECTION 3.03. Inability to Determine Rates 89 SECTION 3.04. Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurocurrency Rate Loans 90 SECTION 3.05. Funding Losses 91 SECTION 3.06. Matters Applicable to All Requests for Compensation 92 SECTION 3.07. Replacement of Lenders under Certain Circumstances 92 SECTION 3.08. Survival 94


i ARTICLE IV

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS SECTION 4.01. Conditions to Initial Credit Extension 94 SECTION 4.02. Conditions to All Credit Extensions 96 SECTION 4.03. Right to Cure Liquidity Event Condition 97 ARTICLE V

REPRESENTATIONS AND WARRANTIES SECTION 5.01. Existence, Qualification and Power; Compliance with Laws 98 SECTION 5.02. Authorization; No Contravention 98 SECTION 5.03. Governmental Authorization 99 SECTION 5.04. Binding Effect 99 SECTION 5.05. Financial Statements; No Material Adverse Effect 99 SECTION 5.06. Litigation 100 SECTION 5.07. Labor Matters 100 SECTION 5.08. Ownership of Property; Liens 100 SECTION 5.09. Environmental Matters 100 SECTION 5.10. Taxes 101 SECTION 5.11. ERISA Compliance 101 SECTION 5.12. Subsidiaries 102 SECTION 5.13. Margin Regulations; Investment Company Act 102 SECTION 5.14. Disclosure 102 SECTION 5.15. Intellectual Property; Licenses, Etc 102 SECTION 5.16. Solvency 103 SECTION 5.17. Subordination of Junior Financing 103 ARTICLE VI

AFFIRMATIVE COVENANTS SECTION 6.01. Financial Statements; and Borrowing Base Certificates 103 SECTION 6.02. Certificates; Other Information 106 SECTION 6.03. Notices 108 SECTION 6.04. Payment of Obligations 108 SECTION 6.05. Preservation of Existence, Etc 108 SECTION 6.06. Maintenance of Properties 108 SECTION 6.07. Maintenance of Insurance 109 SECTION 6.08. Compliance with Laws 109 SECTION 6.09. Books and Records 109 SECTION 6.10. Inspection Rights 109 SECTION 6.11. Additional Borrowers and Covenant to Give Security 110 SECTION 6.12. Compliance with Environmental Laws 112 SECTION 6.13. Further Assurances 112 SECTION 6.14. Designation of Subsidiaries 112 SECTION 6.15. Cash Management Systems 113


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ARTICLE VII

NEGATIVE COVENANTS SECTION 7.01. Liens 116 SECTION 7.02. Investments 120 SECTION 7.03. Indebtedness 123 SECTION 7.04. Fundamental Changes 128 SECTION 7.05. Dispositions 129 SECTION 7.06. Restricted Payments 131 SECTION 7.07. Change in Nature of Business 134 SECTION 7.08. Transactions with Affiliates 135 SECTION 7.09. Burdensome Agreements 136 SECTION 7.10. Use of Proceeds 138 SECTION 7.11. Accounting Changes 138 SECTION 7.12. Prepayments, Etc. of Indebtedness 138 SECTION 7.13. Equity Interests of Certain Restricted Subsidiaries 139 SECTION 7.14. Holdings 139 ARTICLE VIII

EVENTS OF DEFAULT AND REMEDIES SECTION 8.01. Events of Default 139 SECTION 8.02. Remedies upon Event of Default 142 SECTION 8.03. Application of Funds 143 ARTICLE IX

ADMINISTRATIVE AGENT AND OTHER AGENTS SECTION 9.01. Appointment and Authorization of the Administrative Agent 144 SECTION 9.02. Delegation of Duties 146 SECTION 9.03. Liability of Agents 146 SECTION 9.04. Reliance by the Administrative Agent 146 SECTION 9.05. Notice of Default 147 SECTION 9.06. Credit Decision; Disclosure of Information by Agents 147 SECTION 9.07. Indemnification of Agents 148 SECTION 9.08. Agents in Their Individual Capacities 148 SECTION 9.09. Successor Administrative Agent 149 SECTION 9.10. Administrative Agent May File Proofs of Claim 150 SECTION 9.11. Collateral and Subsidiary Borrower Matters 151 SECTION 9.12. Other Agents; Arrangers and Managers 152 SECTION 9.13. Appointment of Supplemental Administrative Agents 152 SECTION 9.14. Intercreditor Agreement 153 SECTION 9.15. Reports and Financial Statements 153 ARTICLE X

MISCELLANEOUS SECTION 10.01. Amendments, Etc 154 SECTION 10.02. Notices and Other Communications; Facsimile Copies 156


iii SECTION 10.03. No Waiver; Cumulative Remedies 157 SECTION 10.04. Attorney Costs and Expenses 158 SECTION 10.05. Indemnification by the Borrowers 158 SECTION 10.06. Payments Set Aside 159 SECTION 10.07. Successors and Assigns 160 SECTION 10.08. Confidentiality 164 SECTION 10.09. Setoff 165 SECTION 10.10. Interest Rate Limitation 165 SECTION 10.11. Counterparts 166 SECTION 10.12. Integration 166 SECTION 10.13. Survival of Representations and Warranties 166 SECTION 10.14. Severability 166 SECTION 10.15. GOVERNING LAW 166 SECTION 10.16. WAIVER OF RIGHT TO TRIAL BY JURY 167 SECTION 10.17. Binding Effect 167 SECTION 10.18. Judgment Currency 168 SECTION 10.19. Lender Action 168 SECTION 10.20. USA PATRIOT Act 168 SECTION 10.21. Agent for Service of Process 168 SECTION 10.22. No Advisory or Fiduciary Responsibility 169 SECTION 10.23. Joint and Several Liability 169 SECTION 10.24. Contribution and Indemnification Among the Borrowers 171 SECTION 10.25. Agency of the Parent Borrower for Each Other Borrower 171 SECTION 10.26. Reinstatement 171 SECTION 10.27. Express Waivers by Borrowers in Respect of Cross Guaranties and Cross Collateralization 172


iv SCHEDULES

1.01A Certain Security Interests

1.01B Unrestricted Subsidiaries

1.01C Excluded Subsidiaries

1.01D Restructuring

2.01 Revolving Credit Commitment

5.11(a) ERISA Compliance

5.12 Subsidiaries and Other Equity Investments

6.15(a) DDAs

6.15(c) Blocked Accounts

7.01(b) Existing Liens

7.02(g) Existing Investments

7.03(b) Existing Indebtedness

7.08 Transactions with Affiliates

7.09 Existing Restrictions

10.02 Administrative Agent' s Office, Certain Addresses for Notices

EXHIBITS

Form of

A Committed Loan Notice

B Swing Line Loan Notice

C Revolving Credit Note

D Compliance Certificate

E Assignment and Assumption

F Guaranty

G Security Agreement

H-1 Legal Opinion of Cleary Gottlieb Steen & Hamilton LLP

H-2 Legal Opinion of Sommer Barnard PC

H-3 Legal Opinion of Richards, Layton & Finger, P.A.

H-4 Legal Opinion of Edwards Angell Palmer & Dodge LLP

I Intercreditor Agreement

J Foreign Lender Certification

K Borrowing Base Certificate


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CREDIT AGREEMENT This CREDIT AGREEMENT (" Agreement" ) is entered into as of September 25, 2007, among BIOMET, INC., an Indiana corporation (the " Parent Borrower" ), the Subsidiary Borrowers party hereto, LVB ACQUISITION, INC., a Delaware corporation (" Holdings" ), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party hereto (collectively, the " Lenders" and individually, a " Lender" ).

PRELIMINARY STATEMENTS

Pursuant to the Merger Agreement (as this and other capitalized terms used in these preliminary statements are defined in Section 1.01 below), LVB Acquisition Merger Sub, Inc. (" Merger Sub" ), an Indiana corporation and a direct wholly owned subsidiary of Holdings, consummated an offer to purchase (together with any extensions and/or subsequent offering periods, the " Offer" ) all outstanding shares of common stock, without par value of the Parent Borrower, at an offer price of $46.00 per share. Following the consummation of the Offer and substantially simultaneously with the initial Borrowings under the CF Facilities, Merger Sub will merge (the " Merger" ) with and into the Parent Borrower, with (i) subject to dissenters' rights, the Merger Consideration being paid, and (ii) the Parent Borrower surviving as a wholly owned subsidiary of Holdings.

The Borrowers have requested that the Lenders extend credit to the Borrowers in the form of a Revolving Credit Facility in an initial aggregate principal amount of $350,000,000. The Revolving Credit Facility may include one or more Letters of Credit from time to time and one or more Swing Line Loans from time to time.

The proceeds of the Initial Revolving Borrowing (to the extent permitted in accordance with the definition of the term " Permitted Initial Revolving Borrowing Purposes" ), if any, together with (i) a portion of the Borrowers' cash on hand, (ii) the borrowings under the CF Facilities on the Closing Date, (iii) the borrowings under the Senior Interim Loan Facility and the Senior Subordinated Interim Loan Facility, if any, and (iv) the proceeds of the issuance of the Senior Notes and the Senior Subordinated Notes, if any, will be used on or about the Closing Date to finance the repayment of all amounts outstanding under the Tender Offer Facility and pay the Merger Consideration and the Transaction Expenses. The proceeds of Revolving Credit Loans made after the Closing Date will be used for working capital and other general corporate purposes of the Borrowers and their Subsidiaries, including the financing of Permitted Acquisitions. Swing Line Loans and Letters of Credit will be used for general corporate purposes of the Borrowers and their Subsidiaries.

The applicable Lenders have indicated their willingness to lend, and the L/C Issuers have indicated their willingness to issue Letters of Credit, in each case, on the terms and subject to the conditions set forth herein.


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In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I

Definitions and Accounting Terms

SECTION 1.01. Defined Terms . As used in this Agreement, the following terms shall have the meanings set forth below:

" Accomodation Payment" has the meaning specified in Section 10.24.

" Account" has the meaning assigned to such term in the Security Agreement. " Account Debtor" means any Person obligated on an Account. " Acquired EBITDA" means, with respect to any Acquired Entity or Business or any Converted Restricted Subsidiary for any period, the amount for such period of Consolidated EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary (determined using such definitions as if references to the Parent Borrower and the Restricted Subsidiaries therein were to such Acquired Entity or Business and its Subsidiaries or such Converted Restricted Subsidiary and its Subsidiaries, as the case may be), all as determined on a consolidated basis for such Acquired Entity or Business or Converted Restricted Subsidiary.

" ACH" means automated clearing house transfers. " Acquired Entity or Business" has the meaning specified in the definition of the term " Consolidated EBITDA." " Additional Lender" has the meaning specified in Section 2.14(a). " Administrative Agent" means Bank of America, in its capacity as administrative agent and collateral agent under the Loan Documents, or any successor administrative agent and collateral agent.

" Administrative Agent' s Office" means the Administrative Agent' s address and account as set forth on Schedule 10.02 , or such other address or account as the Administrative Agent may from time to time notify the Parent Borrower and the Lenders. " Administrative Questionnaire" means an Administrative Questionnaire in a form supplied by the Administrative Agent. " Affiliate" means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. " Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether


2

through the ability to exercise voting power, by contract or otherwise. " Controlling" and " Controlled" have meanings correlative thereto. For the avoidance of doubt, none of the Arrangers, the Agents, their respective lending affiliates or any entity acting as an L/C Issuer hereunder shall be deemed to be an Affiliate of Holdings, the Parent Borrower or any of their respective Subsidiaries.

" Agent-Related Persons" means the Agents, together with their respective Affiliates, and the officers, members, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.

" Agents" means, collectively, the Administrative Agent, the Syndication Agent, the Documentation Agents and the Supplemental Administrative Agents (if any) and the Arrangers.

" Aggregate Commitments" means the Commitments of all the Lenders.

" Agreement" means this Credit Agreement, as amended, restated, modified or supplemented from time to time in accordance with the terms hereof.

" Allocable Amount" has the meaning specified in Section 10.24.

" Annual Financial Statements" means the consolidated balance sheets of the Parent Borrower as of each of May 31, 2007, 2006 and 2005, and the related consolidated and combined statements of operations, business/stockholders' equity and cash flows for the Parent Borrower for the fiscal years then ended.

" Applicable Rate" means a percentage per annum equal to (a) until delivery of financial statements for the first full fiscal quarter commencing on or after the Closing Date pursuant to Section 6.01, (i) for Eurocurrency Rate Loans, 1.75%, (ii) for Base Rate Loans, 0.75% and (iii) for Letter of Credit fees, 1.75% less the fronting fee payable in respect of the applicable Letter of Credit, and (b) thereafter, the following percentages per annum, based upon the Senior Secured Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a):

Applicable Rate

Pricing Level

Senior Secured Leverage Ratio Eurocurrency Rate for
Loans and Letter of Credit Fees Base Rate

1 > 4.0 to 1.0 1.75% 0.75%

2 3.5 to 1.0 1.50% 0.50%

3 <3.5 to 1.0 1.25% 0.25%

Any increase or decrease in the Applicable Rate resulting from a change in the Senior Secured Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(a); provided that at the option


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of the Required Lenders, the highest pricing level shall apply as of the first Business Day after the date on which a Compliance Certificate was required to have been delivered but was not delivered, and shall continue to so apply to and including the date on which such Compliance Certificate is so delivered (and thereafter the pricing level otherwise determined in accordance with this definition shall apply).

Notwithstanding anything to the contrary contained above in this definition or elsewhere in this Agreement, if it is subsequently determined that the Senior Secured Leverage Ratio set forth in any Compliance Certificate delivered to the Administrative Agent is inaccurate for any reason and the result thereof is that the Lenders received interest or fees for any period based on an Applicable Rate that is less than that which would have been applicable had the Senior Secured Leverage Ratio been accurately determined, then, for all purposes of this Agreement, the " Applicable Rate" for any day occurring within the period covered by such Compliance Certificate shall retroactively be deemed to be the relevant percentage as based upon the accurately determined Senior Secured Leverage Ratio for such period, and any shortfall in the interest or fees theretofore paid by the Borrowers for the relevant period pursuant to Sections 2.08 and 2.09 as a result of the miscalculation of the Senior Secured Leverage Ratio shall be deemed to be (and shall be) due and payable under the relevant provisions of Section 2.08 or 2.09, as applicable, at the time the interest or fees for such period were required to be paid pursuant to said Section (and shall remain due and payable until paid in full, together with all amounts owing under Section 2.08, in accordance with the terms of this Agreement).

In addition, " Applicable Rate" as it relates to commitment fees, means a percentage per annum equal to (i) if the aggregate amount of all Loans and L/C Obligations exceed 50% of the Aggregate Commitments, 0.25%, and (ii) if otherwise, 0.375%, in each case on the average daily unused portion of the Revolving Credit Facility for the period commencing on the last day that actual commitment fees were paid (or if no such date has occurred, the Closing Date) and ending on the last Business Day of March, June, September and December and the Maturity Date. " Appropriate Lender" means, at any time, (a) with respect to Loans of any Class, the Lenders, (b) with respect to any Letters of Credit, (i) the relevant L/C Issuer and (ii) the Lenders and (c) with respect to the Swing Line Facility, (i) the Swing Line Lender and (ii) if any Swing Line Loans are outstanding pursuant to Section 2.04(a), the Lenders.

" Approved Fund" means, with respect to any Lender, any Fund that is administered, advised or managed by (a) such Lender, (b) an Affiliate of such Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages such Lender.

" Arrangers" means Banc of America Securities LLC and Goldman Sachs Credit Partners L.P., each in its capacity as a Joint Lead Arranger under this Agreement. " Assignees" has the meaning specified in Section 10.07(b). " Assignment and Assumption" means an Assignment and Assumption substantially in the form of Exhibit E or any other form approved by the Administrative Agent.


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" Attorney Costs" means all reasonable fees, expenses and disbursements of any law firm or other external legal counsel.

" Attributable Indebtedness" means, on any date, in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP.

" Auto-Renewal Letter of Credit" has the meaning specified in Section 2.03(b)(iii).

" Availability Reserves" means, without duplication of any other reserves or items that are otherwise addressed or excluded through eligibility criteria, such reserves, subject to Section 2.15, as the Administrative Agent, in its Permitted Discretion, determines as being appropriate to reflect any impediments to the realization upon the Collateral consisting of Eligible Accounts or Eligible Inventory included in the Borrowing Base (including claims that the Administrative Agent determines will need to be satisfied in connection with the realization upon such Collateral).

" Bank of America" means Bank of America, N.A.

" Bank Products" means any services or facilities (other than Cash Management Services) provided to any Loan Party by any Lender or any Affiliate of a Lender (and with respect to Swap Contracts, any Lender or Affiliate of a Lender who (a) was a Lender or an Affiliate of a Lender at the time such Swap Contract was entered into and who is no longer a Lender or an Affiliate of a Lender, and (b) is, and at all times remains, in compliance with the provisions of Section 9.15(a) and (c) agrees in writing that the Administrative Agent and the other Secured Parties shall have no duty to such Person (other than the payment of any amounts to which such Person may be entitled under Section 8.03) and acknowledges that the Administrative Agent and the other Secured Parties may deal with the Loan Parties and the Collateral as they deem appropriate (including the release of any Loan Party or all or any portion of the Collateral) without notice or consent from such Person, whether or not such action impairs the ability of such Person to be repaid its Other Liabilities) on account of (i) credit cards, (ii) purchase cards, (iii) merchant services constituting a line of credit and (iv) Swap Contracts designated by the Parent Borrower at the time such Swap Contract is entered into as being Obligations under this Agreement.

" Bank Product Reserves" means such reserves as the Administrative Agent, from time to time after the occurrence and during the continuation of a Cash Dominion Event, determines in its reasonable commercial discretion exercised in good faith as being appropriate to reflect the reasonably anticipated liabilities and obligations of the Loan Parties with respect to Bank Products then provided or outstanding.

" Base Rate" means for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by the Administrative Agent as its " prime rate." The


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" prime rate" is a rate set by the Administrative Agent based upon various factors including the Administrative Agent' s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by the Administrative Agent shall take effect at the opening of business on the day specified in the public announcement of such change.

" Base Rate Loan" means a Loan that bears interest based on the Base Rate.

" Blocked Account Agreement" shall have the meaning provided in Section 6.15(b).

" Blocked Accounts" shall have the meaning provided in Section 6.15(b). " Borrower Materials" has the meaning specified in Section 6.02. " Borrowers" means the Parent Borrower and the Subsidiary Borrowers, jointly, severally and collectively. " Borrowing" means a Revolving Credit Borrowing, a Swing Line Borrowing or a Protective Advance, as the context may require.

" Borrowing Base" means, on any date, an amount equal to (x) 85% multiplied by the book value of Eligible Accounts plus (y) 85% of Net Orderly Liquidation Value of Eligible Inventory minus (z) any Reserves; provided that (A) the portion of the Borrowing Base attributable to clause (y) shall not exceed 65% of the Borrowing Base, (B) the portion of the Borrowing Base attributable to Eligible Consignment Inventory shall not exceed the greater of $120,000,000 and 50% of the Borrowing Base attributable to Eligible Inventory and (C) the portion of the Borrowing Base attributable to Eligible Accounts where the Account Debtor is a non-U.S. Person shall not exceed $10,000,000. The Borrowing Base at any time shall be determined by reference to the most recent Borrowing Base Certificate delivered to the Agent pursuant to Section 5.01(h).

" Borrowing Base Certificate" means a certificate, duly executed by a Responsible Officer or controller of the Parent Borrower, appropriately completed and substantially in the form of Exhibit K hereto or another form that is acceptable to the Administrative Agent in its reasonable discretion. " Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the jurisdiction where the Administrative Agent' s Office is located and, if such day relates to any Eurocurrency Rate Loan, means any such day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.


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" Capital Expenditures" means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities and including in all events all amounts expended or capitalized under Capitalized Leases) by the Parent Borrower and the Restricted Subsidiaries during such period that, in conformity with GAAP, are or are required to be included as capital expenditures on the consolidated statement of cash flows of the Parent Borrower and the Restricted Subsidiaries. Notwithstanding anything to the contrary contained herein, Capital Expenditures exclude (i) any additions to property and equipment and other capital expenditures made with the proceeds of any equity securities issued or capital contributions received by any Loan Party or any Subsidiary, (ii) expenditures made in connection with the replacement, substitution, restoration or repair of assets to the extent financed with (A) insurance proceeds paid on account of the loss of or damage to the assets being replaced, restored or repaired, or (B) awards of compensation arising from the taking by eminent domain or condemnation of the assets being replaced, (iii) the purchase price of equipment that is purchased simultaneously with the trade-in of existing equipment to the extent that the gross amount of such purchase price is reduced by the credit granted by the seller of such equipment for the equipment being traded in at such time, (iv) the purchase of property, plant or equipment to the extent financed with the proceeds of Dispositions permitted by Section 7.05 that are not required to be applied to prepay the Obligations or the CF Facilities, (v) expenditures that are accounted for as capital expenditures by the Parent Borrower or any Restricted Subsidiary and that actually are paid for by a Person other than the Parent Borrower or any Restricted Subsidiary to the extent neither the Parent Borrower nor any Restricted Subsidiary has provided or is required to provide or incur, directly or indirectly, any consideration or obligation to such Person or any other Person (whether before, during or after such period), (vi) any expenditures which are contractually required to be, and are, advanced or reimbursed to the Loan Parties in cash by a third party (including landlords) during such period of calculation, (vii) the book value of any asset owned by the Parent Borrower or any Restricted Subsidiary prior to or during such period to the extent that such book value is included as a Capital Expenditure during such period as a result of such Person reusing or beginning to reuse such asset during such period without a corresponding expenditure actually having been made in such period, provided that (A) any expenditure necessary in order to permit such asset to be reused shall be included as a Capital Expenditure during the period in which such expenditure actually is made and (B) such book value shall have been included in Capital Expenditures when such asset was originally acquired, (viii) expenditures that con ...