The Borrower will not, and will
not permit any Restricted Subsidiary to, make any advance, loan, extension of
credit (by way of guaranty or otherwise) or capital contribution to, or purchase
any Capital Stock, bonds, notes, debentures or other debt securities of, any
Person (all of the foregoing, "Investments"), except:
(A)
EXTENSIONS OF TRADE CREDIT IN THE ORDINARY
COURSE OF BUSINESS;
(B)
INVESTMENTS IN CASH AND CASH EQUIVALENTS;
(C)
GUARANTEE OBLIGATIONS OF PERMITTED DEBT;
(D)
LOANS AND ADVANCES TO EMPLOYEES OF THE
BORROWER OR ANY SUBSIDIARY IN THE ORDINARY COURSE OF BUSINESS (INCLUDING FOR
TRAVEL, ENTERTAINMENT AND RELOCATION EXPENSES);
(E)
INVESTMENTS IN ASSETS USEFUL IN THE
BUSINESS OF THE BORROWER AND ITS RESTRICTED SUBSIDIARIES MADE BY THE BORROWER OR
ANY OF ITS RESTRICTED SUBSIDIARIES WITH THE NET CASH PROCEEDS OF ANY RECOVERY
EVENT OR ASSET SALE;
(F)
INVESTMENTS WHICH CONSTITUTE PROCEEDS OF
ANY PERMITTED DISPOSITION;
(G)
INVESTMENTS BY THE BORROWER OR ANY
RESTRICTED SUBSIDIARY IN THE BORROWER, ANY SUBSIDIARY GUARANTOR, MET OR MIRMA;
PROVIDED, THAT SUCH INVESTMENT MADE IN MET OR MIRMA PURSUANT TO THIS CLAUSE
(G) SHALL NOT TAKE THE FORM OF A CONTRIBUTION OF ASSETS, OTHER THAN CASH OR
CAPITAL STOCK OF ANY PERSON;
(H)
ANY ACQUISITION OF ASSETS OR CAPITAL STOCK
SOLELY IN EXCHANGE FOR THE ISSUANCE OF EQUITY INTERESTS (OTHER THAN DISQUALIFIED
STOCK) OF THE BORROWER;
(I)
INVESTMENTS REPRESENTED BY OBLIGATIONS
UNDER HEDGING ARRANGEMENTS;
(J)
ANY INVESTMENT IN A PERSON, IF AS A
RESULT OF SUCH INVESTMENT, SUCH PERSON IS MERGED, CONSOLIDATED OR AMALGAMATED
WITH OR INTO, OR TRANSFERS OR CONVEYS SUBSTANTIALLY
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ALL OF ITS ASSETS TO, OR IS LIQUIDATED INTO, THE BORROWER OR A RESTRICTED
SUBSIDIARY OF THE BORROWER OR WILL IMMEDIATELY FOLLOWING SUCH INVESTMENT BE A
RESTRICTED SUBSIDIARY; PROVIDED THAT THE BORROWER AND ITS RESTRICTED
SUBSIDIARIES SHALL MAINTAIN MINIMUM LIQUIDITY (DEFINED AS AVAILABILITY UNDER
THIS AGREEMENT PLUS CASH AND CASH EQUIVALENTS OF THE LOAN PARTIES ON HAND NOT
SUBJECT TO ANY LIEN (OTHER THAN THE LIEN CREATED UNDER THE SECURITY DOCUMENTS)
AND CASH AND CASH EQUIVALENTS OF THE BORROWER'S RESTRICTED SUBSIDIARIES WHICH
ARE NOT LOAN PARTIES THAT ARE THEN DISTRIBUTABLE TO A LOAN PARTY) OF AT LEAST
$250,000,000 ON A PRO FORMA BASIS AFTER GIVING EFFECT TO THE CONSUMMATION OF
SUCH INVESTMENT AND ANY PERMITTED FINANCING THEREOF;
(K)
ANY INVESTMENTS RECEIVED (I) IN COMPROMISE
OR RESOLUTION OF OBLIGATIONS OF TRADE CREDITORS OR CUSTOMERS THAT WERE INCURRED
IN THE ORDINARY COURSE OF BUSINESS OF THE BORROWER OR ANY OF ITS RESTRICTED
SUBSIDIARIES, INCLUDING (A) OBLIGATIONS OF FINANCIALLY TROUBLED ACCOUNT DEBTORS
TO THE EXTENT REASONABLY NECESSARY IN ORDER TO PREVENT OR LIMIT LOSS AND
(B) PURSUANT TO ANY PLAN OF REORGANIZATION OR SIMILAR ARRANGEMENT UPON THE
BANKRUPTCY OR INSOLVENCY OF ANY TRADE CREDITOR OR CUSTOMER, (II) IN COMPROMISE
OR RESOLUTION OF LITIGATION, ARBITRATION OR OTHER DISPUTES, OR (III) ON ACCOUNT
OF ANY CLAIM AGAINST, OR AN INTEREST IN, ANY OTHER PERSON (A) ACQUIRED IN GOOD
FAITH IN CONNECTION WITH OR AS A RESULT OF A BANKRUPTCY, WORKOUT, REORGANIZATION
OR RECAPITALIZATION OF SUCH OTHER PERSON