OTHER NON-CASH CONSIDERATION RECEIVED IN CONNECTION
WITH DISPOSITIONS PERMITTED BY SECTION 7.05;
(I)
THE PURCHASE OR OTHER ACQUISITION OF PROPERTY AND ASSETS OR BUSINESSES OF
ANY PERSON OR OF ASSETS CONSTITUTING A BUSINESS UNIT, A LINE OF BUSINESS OR
DIVISION OF SUCH PERSON, OR EQUITY INTERESTS IN A PERSON THAT, UPON THE
CONSUMMATION THEREOF, WILL BE A SUBSIDIARY OF THE COMPANY (INCLUDING AS A RESULT
OF A MERGER OR CONSOLIDATION); PROVIDED THAT, WITH RESPECT TO EACH PURCHASE OR
OTHER ACQUISITION MADE PURSUANT TO THIS SECTION 7.02(I) (EACH, A "PERMITTED
ACQUISITION"):
104
(A)
SUBJECT TO CLAUSE (B) BELOW, EACH APPLICABLE LOAN PARTY AND ANY SUCH NEWLY
CREATED OR ACQUIRED SUBSIDIARY (AND, TO THE EXTENT REQUIRED UNDER THE COLLATERAL
AND GUARANTEE REQUIREMENT, THE SUBSIDIARIES OF SUCH CREATED OR ACQUIRED
SUBSIDIARY) SHALL BE A GUARANTOR AND SHALL HAVE COMPLIED WITH THE REQUIREMENTS
OF AND GRANTED THE SECURITY INTERESTS REQUIRED BY SECTION 6.10 WITHIN THE TIMES
SPECIFIED THEREIN;
(B)
THE AGGREGATE AMOUNT OF CONSIDERATION (CASH AND NON-CASH (OTHER THAN
QUALIFIED EQUITY INTERESTS OF HOLDINGS AND THE NET CASH PROCEEDS OF PERMITTED
EQUITY ISSUANCES AFTER THE CLOSING DATE NOT OTHERWISE APPLIED), INCLUDING
(I) THE FAIR MARKET VALUE (ON THE DATE OF SUCH PERMITTED ACQUISITION) OF ALL
EQUITY INTERESTS ISSUED OR TRANSFERRED TO THE SELLERS THEREOF AND (II) ALL
INDEMNITIES, EARNOUTS AND OTHER CONTINGENT PAYMENT OBLIGATIONS TO, AND THE
AGGREGATE AMOUNTS PAID OR TO BE PAID UNDER NONCOMPETE, CONSULTING AND OTHER
AFFILIATED AGREEMENTS WITH, THE SELLERS THEREOF, ALL WRITE-DOWNS OF PROPERTY AND
RESERVES FOR LIABILITIES WITH RESPECT THERETO AND ALL ASSUMPTIONS OF DEBT,
LIABILITIES AND OTHER OBLIGATIONS IN CONNECTION THEREWITH; PROVIDED THAT ANY
SUCH LIABILITY OR FUTURE PAYMENT PURSUANT TO CLAUSE (II) ABOVE THAT IS SUBJECT
TO A CONTINGENCY SHALL BE CONSIDERED CONSIDERATION FOR A PERMITTED ACQUISITION
FOR PURPOSES OF THIS CLAUSE (B) ONLY TO THE EXTENT OF THE AMOUNT OF SUCH
LIABILITY OR PAYMENT, IF ANY, REQUIRED UNDER GAAP TO BE REFLECTED ON THE FACE OF
A CONSOLIDATED BALANCE SHEET OF THE COMPANY OR THE RESERVE, IF ANY, REQUIRED
UNDER GAAP TO BE ESTABLISHED IN RESPECT THEREOF BY THE COMPANY OR ANY OF ITS
RESTRICTED SUBSIDIARIES, IN EACH CASE AT THE TIME SUCH PERMITTED ACQUISITION IS
CONSUMMATED) PAID IN RESPECT OF ACQUISITIONS OF PERSONS THAT DO NOT BECOME LOAN
PARTIES (TOGETHER WITH THE AGGREGATE AMOUNT OF ALL INVESTMENTS IN RESTRICTED
SUBSIDIARIES THAT ARE NOT LOAN PARTIES PURSUANT TO SECTION 7.02(C)(III)) 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);
(C)
(1) IMMEDIATELY BEFORE AND IMMEDIATELY AFTER GIVING PRO FORMA EFFECT TO
ANY SUCH PURCHASE OR OTHER ACQUISITION (INCLUDING ANY INDEBTEDNESS INCURRED
PURSUANT THERETO AS PERMITTED UNDER SECTIONS 7.03(E),