Common use of Limitations on Investments; Loans, Advances, Guarantees and Acquisitions Clause in Contracts

Limitations on Investments; Loans, Advances, Guarantees and Acquisitions. Neither the Company nor any Subsidiary will purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary before such merger) any Equity Interest in or evidence of indebtedness or other security (including any option, warrant or other right to acquire any of the foregoing) of, make, hold or permit to exist any loan or advance to, Guarantee any obligation of, or make, hold or permit to exist any investment or other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit, except: (a) Permitted Investments; (b) investments existing on the Closing Date and listed in Schedule 5.13; (c) investments by the Company and its Subsidiaries in Equity Interests in their respective Subsidiaries; provided that (i) any such Equity Interest of Corp. or any QwestDex Company shall be pledged pursuant to the Security and Pledge Agreement to the extent required thereunder and (ii) neither the Borrower nor any QwestDex Company may make any investment in Equity Interests of any QwestDex Company not listed on Schedule 4.09, except any such investment by QwestDex Inc. in Equity Interests in its wholly-owned Subsidiaries pursuant to a QwestDex Sale Asset Transfer; (d) investments constituting Debt permitted by Section 5.12; (e) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; (f) 17. interest rate swap agreements, interest rate cap agreements, interest rate collar agreements or other similar agreements or arrangements or (ii) foreign exchange contracts, currency swap agreements, futures contracts, option contracts, synthetic caps or other similar agreements or arrangements, in each case designed to hedge against fluctuations in interest rates or currency values, respectively; (g) instruments or assets received as consideration for an Asset Sale as permitted by Section 5.08(b); (h) any investments subject to this Section 5.13 and not permitted by any of the foregoing clauses in an aggregate amount not to exceed at any time $250,000,000; and (i) after the aggregate amount of the Commitments is $1,250,000,000 or less, any investments subject to Section 5.13 and not permitted by any of the foregoing clauses. Nothing contained in the foregoing is intended to restrict the Company and its Subsidiaries from purchasing any assets other than those expressly prohibited above or from making any capital expenditures.

Limitations on Investments; Loans, Advances, Guarantees and Acquisitions. Neither the No QwestDex Company nor any Subsidiary will purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary before such merger) any Equity Interest in or evidence of indebtedness or other security (including any option, warrant or other right to acquire any of the foregoing) of, make, hold or permit to exist any loan or advance to, Guarantee any obligation of, or make, hold or permit to exist any investment or other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit, except: (a) Permitted Investments; (b) investments existing on the Closing Date and listed in Schedule 5.13; (c) investments (i) by the Company and its Subsidiaries Holdings in Equity Interests in their respective Subsidiariesthe Borrower and (ii) by the Borrower in Equity Interests in wholly-owned Subsidiaries pursuant to an Excluded Asset Transfer; provided that (i) any such Equity Interest of Corp. or any QwestDex Company shall be pledged pursuant to the Security and Pledge Agreement to the extent required thereunder and (ii) neither the Borrower nor any QwestDex Company may make any investment in Equity Interests of any QwestDex Company not listed on Schedule 4.09, except any such investment by QwestDex Inc. in Equity Interests in its wholly-owned Subsidiaries pursuant to a QwestDex Sale Asset Transferthereunder; (d) investments constituting Debt permitted by Section 5.12; (e) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; (fe) 17. interest rate swap agreementsswap, interest rate cap agreements, interest rate or collar agreements or other similar agreements or arrangements or (ii) foreign exchange contracts, currency swap agreements, futures contracts, option contracts, synthetic caps or other similar agreements or arrangements, entered into as a bona fide hedge in each case designed to hedge against fluctuations in interest rates or currency values, respectivelyrespect of the Tranche A Loans; (gf) instruments or assets received as consideration for an Asset Sale as permitted by Section 5.08(b5.08(c);; and (hg) any investments subject to not otherwise permitted under clauses (a) through (f) of this Section 5.13 and not permitted by any of the foregoing clauses in an aggregate amount 5.13, not to exceed at any time $250,000,000; and (i) after the an aggregate amount of the Commitments is $1,250,000,000 or less, any investments subject to Section 5.13 and not permitted by any of the foregoing clauses. Nothing contained in the foregoing is intended to restrict the Company and its Subsidiaries from purchasing any assets other than those expressly prohibited above or from making any capital expenditures5,000,000.

Limitations on Investments; Loans, Advances, Guarantees and Acquisitions. Neither the Company Borrower nor any Subsidiary will purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary before such merger) any Equity Interest in or evidence of indebtedness or other security (including any option, warrant or other right to acquire any of the foregoing) of, make, hold or permit to exist any loan or advance to, Guarantee any obligation of, or make, hold or permit to exist any investment or other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unitunit (any such transaction or event, an “investment”), except: (a) Permitted Investments; (b) investments existing on the Closing Date and listed in Schedule 5.13; (c) investments by the Company Borrower and its Subsidiaries in Equity Interests in their respective Subsidiaries; provided that (i) any such Equity Interest of Corp. or any QwestDex Company shall be pledged pursuant to the Security and Pledge Agreement to the extent required thereunder and (ii) neither the Borrower nor any QwestDex Company may make any investment in Equity Interests of any QwestDex Company not listed on Schedule 4.09, except any such investment by QwestDex Inc. in Equity Interests in its wholly-owned Subsidiaries pursuant to a QwestDex Sale Asset Transferthereunder; (d) investments constituting Debt permitted by Section 5.12; (e) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; (f) 17. (i) interest rate swap agreements, interest rate cap agreements, interest rate collar agreements or other similar agreements or arrangements or arrangements, (ii) foreign exchange contracts, currency swap agreements, futures contracts, option contracts, synthetic caps or other similar agreements or arrangements, in each case designed to hedge against fluctuations in interest rates or currency values, respectivelyrespectively or (iii) collars, caps, spreads and other similar agreements or arrangements, in each case designed to hedge against the total cost and consideration for the conversion of equity linked Debt; (g) instruments or assets investments received as consideration for an Asset Sale as permitted by Section 5.08(b)5.08; (h) any investments subject to this Section 5.13 and not permitted by any of the foregoing clauses in an aggregate amount not to exceed at any time $250,000,000; and (i) after the aggregate amount of the Commitments is $1,250,000,000 or less, any investments subject to Section 5.13 and not permitted by any of the foregoing clauses. Nothing contained in the foregoing is intended to restrict the Company and its Subsidiaries from purchasing any assets other than those expressly prohibited above or from making any capital expenditures.

Limitations on Investments; Loans, Advances, Guarantees and Acquisitions. Neither the Company nor any Subsidiary will purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary before such merger) any Equity Interest in or evidence of indebtedness or other security (including any option, warrant or other right to acquire any of the foregoing) of, make, hold or permit to exist any loan or advance to, Guarantee any obligation of, or make, hold or permit to exist any investment or other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unitunit (any such transaction or event, an “investment”), except: (a) Permitted Investments; (b) investments existing on the Closing Date and listed in Schedule 5.13; (c) investments by the Company and its Subsidiaries in Equity Interests in their respective Subsidiaries; provided that (i) any such Equity Interest of Corp. or any QwestDex Company shall be pledged pursuant to the Security and Pledge Agreement to the extent required thereunder and (ii) neither the Borrower nor any QwestDex Company may make any investment in Equity Interests of any QwestDex Company not listed on Schedule 4.09, except any such investment by QwestDex Inc. in Equity Interests in its wholly-owned Subsidiaries pursuant to a QwestDex Sale Asset Transferthereunder; (d) investments constituting Debt permitted by Section 5.12; (e) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; (f) 17. (i) interest rate swap agreements, interest rate cap agreements, interest rate collar agreements or other similar agreements or arrangements or arrangements, (ii) foreign exchange contracts, currency swap agreements, futures contracts, option contracts, synthetic caps or other similar agreements or arrangements, in each case designed to hedge against fluctuations in interest rates or currency values, respectivelyrespectively or (iii) collars, caps, spreads and other similar agreements or arrangements, in each case designed to hedge against the total cost and consideration for the conversion of equity linked Debt; (g) instruments or assets investments received as consideration for an Asset Sale as permitted by Section 5.08(b)5.08; (h) any (x) investments subject to this Section 5.13 and not permitted constituting Guarantees by the Company or any of its Subsidiaries of performance obligations of the foregoing clauses Company or any of its Subsidiaries; (i) acquisition by Corp. of in-region wirelines as part of its capital expenditures program; (j) investments in an assets of any Person constituting a business unit or in Persons, provided that (i) immediately after giving effect to any such investment, no Default shall have occurred and is continuing and the Company and Corp. would have been in pro forma compliance with each of the covenants set forth in Section 5.06 as of the last day of the most recently ended fiscal quarter for which financial statements are available and (ii) the aggregate amount of investments made (net of any cash or asset return) in Joint Ventures and Persons which, as a result thereof, do not to become wholly-owned Subsidiaries in reliance on this subsection (j) shall not exceed at $4,000,000,000; (k) any time $250,000,000investment (or portion thereof) made with Equity Interests of the Company not constituting Mandatorily Redeemable Equity; (l) investments contemplated by the definition of “Permitted Receivables Financing”; and (im) after the aggregate amount of the Commitments is $1,250,000,000 or less, any investments subject to Section 5.13 and not otherwise permitted by any of the foregoing clauses, provided that the aggregate amount of Permitted Payments declared or paid does not exceed the Payments Basket. Nothing contained in the foregoing is intended to restrict the Company and its Subsidiaries from purchasing any assets other than those expressly prohibited above or from making any capital expenditures.

Limitations on Investments; Loans, Advances, Guarantees and Acquisitions. Neither the Company nor any Subsidiary will purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary before such merger) any Equity Interest in or evidence of indebtedness or other security (including any option, warrant or other right to acquire any of the foregoing) of, make, hold or permit to exist any loan or advance to, Guarantee any obligation of, or make, hold or permit to exist any investment or other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unitunit (any such transaction or event, an "investment"), except: (a) Permitted Investments; (b) investments existing on the Closing Date and listed in Schedule 5.13; (c) investments by the Company and its Subsidiaries in Equity Interests in their respective Subsidiaries; provided that (i) any such Equity Interest of Corp. or any QwestDex Company shall be pledged pursuant to the Security and Pledge Agreement to the extent required thereunder and (ii) neither the Borrower nor any QwestDex Company may make any investment in Equity Interests of any QwestDex Company not listed on Schedule 4.09, except any such investment by QwestDex Inc. in Equity Interests in its wholly-owned Subsidiaries pursuant to a QwestDex Sale Asset Transferthereunder; (d) investments constituting Debt permitted by Section 5.12; (e) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; (f) 17. (i) interest rate swap agreements, interest rate cap agreements, interest rate collar agreements or other similar agreements or arrangements or (ii) foreign exchange contracts, currency swap agreements, futures contracts, option contracts, synthetic caps or other similar agreements or arrangements, in each case designed to hedge against fluctuations in interest rates or currency values, respectively; (g) instruments or assets received as consideration for an Asset Sale as permitted by Section 5.08(b5.08(c); (h) any investments subject to this Section 5.13 and not permitted by any of the foregoing clauses in an aggregate amount not to exceed at any time $250,000,000; and (i) after the aggregate amount of the Commitments is $1,250,000,000 or less, any investments subject to Section 5.13 and not permitted by any of the foregoing clauses. Nothing contained in the foregoing is intended to restrict the Company and its Subsidiaries from purchasing any assets other than those expressly prohibited above or from making any capital expenditures.