any
portion of the assets, business or properties of another Person (including
pursuant to an Acquisition), or create or acquire any Subsidiary, or become a
partner or joint venturer in any partnership or joint venture (collectively,
"Investments"), or make a commitment or otherwise agree to do any of the
foregoing, other than:
(I)
INVESTMENTS CONSISTING OF CASH AND CASH EQUIVALENTS;
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(II)
INVESTMENTS CONSISTING OF THE CREATION OF ACCOUNTS RECEIVABLE,
PURCHASES AND ACQUISITIONS OF INVENTORY, SUPPLIES, MATERIALS AND EQUIPMENT OR
LICENSES OR LEASES OF INTELLECTUAL PROPERTY AND OTHER ASSETS, IN EACH CASE IN
THE ORDINARY COURSE OF BUSINESS,
(III)
INVESTMENTS CONSISTING OF (W) LOANS AND ADVANCES TO EMPLOYEES OF
THE BORROWER AND ITS SUBSIDIARIES FOR REASONABLE TRAVEL, RELOCATION AND BUSINESS
EXPENSES IN THE ORDINARY COURSE OF BUSINESS NOT EXCEEDING $750,000 AT ANY TIME
OUTSTANDING, (X) CASH LOANS AND ADVANCES TO EMPLOYEES OF THE BORROWER AND ITS
SUBSIDIARIES FOR THE PURCHASE OF CAPITAL STOCK OF THE BORROWER NOT EXCEEDING
$750,000 AT ANY TIME OUTSTANDING, (Y) ACCOUNTS RECEIVABLE OF THE BORROWER AND
ITS SUBSIDIARIES CREATED OR ACQUIRED IN THE ORDINARY COURSE OF BUSINESS, AND
(Z) PREPAID EXPENSES OF THE BORROWER AND ITS SUBSIDIARIES INCURRED IN THE
ORDINARY COURSE OF BUSINESS;
(IV)
INVESTMENTS (INCLUDING DEBT OBLIGATIONS) OF THE BORROWER AND ITS
SUBSIDIARIES RECEIVED IN CONNECTION WITH THE BANKRUPTCY OR REORGANIZATION OF
SUPPLIERS AND CUSTOMERS AND IN GOOD FAITH SETTLEMENT OF DELINQUENT OBLIGATIONS
OF, AND OTHER DISPUTES WITH, CUSTOMERS AND SUPPLIERS ARISING IN THE ORDINARY
COURSE OF BUSINESS;
(V)
WITHOUT DUPLICATION, INVESTMENTS CONSISTING OF INTERCOMPANY
INDEBTEDNESS PERMITTED UNDER SECTION 8.2(IV);
(VI)
INVESTMENTS EXISTING AS OF THE CLOSING DATE AND DESCRIBED IN
SCHEDULE 8.5;
(VII)
INVESTMENTS OF THE BORROWER UNDER HEDGE AGREEMENTS ENTERED INTO IN
THE ORDINARY COURSE OF BUSINESS AND NOT FOR SPECULATIVE PURPOSES;
(VIII)
INVESTMENTS IN DOMESTIC SUBSIDIARIES, WHICH DOMESTIC SUBSIDIARIES
ARE SUBSIDIARY GUARANTORS;
(IX)
INVESTMENTS MADE PRIOR TO THE DATE HEREOF IN FOREIGN SUBSIDIARIES
EXISTING AS OF THE DATE HEREOF, PROVIDED THAT NOTHING IN THIS PARAGRAPH SHALL
PERMIT ANY INVESTMENTS MADE AFTER THE DATE HEREOF IN SUCH FOREIGN SUBSIDIARIES;
(X)
INVESTMENTS CONSISTING OF THE MAKING OF CAPITAL CONTRIBUTIONS OR
THE PURCHASE OF CAPITAL STOCK (Y) BY THE BORROWER OR ANY SUBSIDIARY IN ANY OTHER
NEWLY CREATED OR ACQUIRED WHOLLY OWNED SUBSIDIARY THAT IS (OR IMMEDIATELY AFTER
GIVING EFFECT TO SUCH INVESTMENT WILL BE) A DOMESTIC SUBSIDIARY GUARANTOR;
PROVIDED THAT THE BORROWER COMPLIES WITH THE PROVISIONS OF SECTION 6.9, AND
(Z) BY ANY SUBSIDIARY IN THE BORROWER;
(XI)
INVESTMENTS IN FOREIGN SUBSIDIARIES (INCLUDING, WITHOUT
LIMITATION (BUT WITHOUT DUPLICATION), CAPITAL CONTRIBUTIONS MADE TO ANY FOREIGN
SUBSIDIARY, LOANS MADE TO ANY FOREIGN SUBSIDIARY (INCLUDING LOANS AND ADVANCES
TO FOREIGN SUBSIDIARIES MADE PURSUANT TO SECTION 8.2(IV)), AND GUARANTY
OBLIGATIONS WITH RESPECT TO OBLIGATIONS OF ANY SUCH FOREIGN SUBSIDIARY) MADE
AFTER THE DATE HEREOF IN AN AGGREGATE AMOUNT, AS VALUED AT THE TIME EACH SUCH
INVESTMENT IS MADE, NOT EXCEEDING $10,000,000 FOR ALL SUCH INVESTMENTS FROM AND
AFTER THE CLOSING DATE; PROVIDED THAT:
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(A)
THE AGGREGATE PERMITTED AMOUNT FOR ALL SUCH INVESTMENTS SHALL
INCREASE