OF SUCH INVESTMENTS IN RESTRICTED SUBSIDIARIES THAT
ARE NOT LOAN PARTIES (TOGETHER WITH THE AGGREGATE CONSIDERATION PAID IN RESPECT
OF PERMITTED ACQUISITIONS OF PERSONS THAT DO NOT BECOME LOAN PARTIES PURSUANT TO
SECTION 7.02(I)(B)) SHALL NOT EXCEED (X) $350,000,000 FOR THE PERIOD FROM THE
CLOSING DATE TO THE FIRST ANNIVERSARY OF THE CLOSING DATE, (Y) $400,000,000 FOR
THE PERIOD FROM THE CLOSING DATE TO THE SECOND ANNIVERSARY OF THE CLOSING DATE
AND (Z) $500,000,000 FOR THE PERIOD FROM THE CLOSING DATE TO THE MATURITY DATE
WITH RESPECT TO THE TERM LOANS (IN EACH CASE, NET OF ANY RETURN REPRESENTING A
RETURN OF CAPITAL IN RESPECT OF ANY SUCH INVESTMENT), (B) IN ANY FOREIGN
SUBSIDIARY THAT IS A LOAN PARTY, CONSISTING OF THE CONTRIBUTION OF EQUITY
INTERESTS OF ANY OTHER FOREIGN SUBSIDIARY HELD DIRECTLY BY THE COMPANY OR SUCH
RESTRICTED SUBSIDIARY IN EXCHANGE FOR INDEBTEDNESS, EQUITY INTERESTS OR A
COMBINATION THEREOF OF THE FOREIGN SUBSIDIARY TO WHICH SUCH CONTRIBUTION IS
MADE, (C) IN ANY FOREIGN SUBSIDIARY, CONSTITUTING AN EXCHANGE OF EQUITY
INTERESTS OF SUCH FOREIGN SUBSIDIARY FOR INDEBTEDNESS OF SUCH FOREIGN SUBSIDIARY
OR (D) CONSTITUTING GUARANTEES OF INDEBTEDNESS OR OTHER MONETARY OBLIGATIONS OF
FOREIGN SUBSIDIARIES OWING TO ANY LOAN PARTY; PROVIDED THAT ANY INDEBTEDNESS
INCURRED BY A LOAN PARTY PURSUANT TO SECTION 7.03(H)(I)(B) TO FINANCE A
PERMITTED ACQUISITION AND LOANED, ADVANCED OR CONTRIBUTED TO A RESTRICTED
SUBSIDIARY THAT IS NOT A LOAN PARTY TO CONSUMMATE SUCH PERMITTED ACQUISITION
(WHICH, BUT FOR THE OPERATION OF THIS PROVISO, WOULD HAVE BEEN TREATED AS AN
INVESTMENT BY SUCH LOAN PARTY PURSUANT TO THIS CLAUSE (C) AND A SUBSEQUENT
INVESTMENT BY SUCH RESTRICTED SUBSIDIARY THAT IS NOT A LOAN PARTY PURSUANT TO
SECTION 7.02(I)) SHALL BE TREATED AS A SINGLE INVESTMENT BY SUCH RESTRICTED
SUBSIDIARY THAT IS NOT A LOAN PARTY PURSUANT TO SECTION 7.02(I);
(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 AND OTHER CREDITS
TO SUPPLIERS IN THE ORDINARY COURSE OF BUSINESS;
(E)
INVESTMENTS (I) RESULTING FROM THE CREATION OF A LIEN PERMITTED UNDER
SECTION 7.01, (II) RESULTING FROM THE INCURRENCE OF INDEBTEDNESS PERMITTED UNDER
SECTION 7.03, (III) MADE TO EFFECT DISPOSITIONS PERMITTED UNDER SECTION 7.04 OR
SECTION 7.05 (OTHER THAN SECTION 7.05(E)) OR (IV) MADE TO EFFECT RESTRICTED
PAYMENTS PERMITTED UNDER SECTION 7.06;
(F)
(I) INVESTMENTS EXISTING OR CONTEMPLATED ON THE DATE HEREOF AND SET FORTH
ON SCHEDULE 7.02(F) AND ANY MODIFICATION, REPLACEMENT, RENEWAL, REINVESTMENT OR
EXTENSION THEREOF AND (II) INVESTMENTS EXISTING ON THE DATE HEREOF BY THE
COMPANY OR ANY RESTRICTED SUBSIDIARY IN THE COMPANY OR ANY OTHER RESTRICTED
SUBSIDIARY AND ANY MODIFICATION, RENEWAL OR EXTENSION THEREOF; PROVIDED THAT THE
AMOUNT OF THE ORIGINAL INVESTMENT IS NOT INCREASED EXCEPT BY THE TERMS OF SUCH
INVESTMENT OR AS OTHERWISE PERMITTED BY THIS SECTION 7.02;
(G)
INVESTMENTS IN SWAP CONTRACTS PERMITTED UNDER SECTION 7.03;
(H)
PROMISSORY NOTES AND