Common use of Acquisitions Clause in Contracts

Acquisitions. (a) Notwithstanding anything in this Agreement to the contrary, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be (i) deemed to be in violation of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor. (b) If, at any time prior to the seventh anniversary of the date of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is bound.

Acquisitions. Any Borrower or a Wholly Owned Subsidiary of such Borrower may acquire any business or Property from, or capital stock of, or be a party to any acquisition of, any Person, so long as: (aA) Notwithstanding anything the aggregate Purchase Price of any individual such acquisition shall not exceed $750,000,000; (B) such acquisition (if by purchase of assets, merger or consolidation) shall be effected in this Agreement such manner so that the acquired business, and the related assets, are owned either by a Borrower or a Wholly Owned Subsidiary of a Borrower and, if effected by merger or consolidation involving a Borrower, such Borrower shall be the continuing or surviving entity and, if effected by merger or consolidation involving a Wholly Owned Subsidiary of a Borrower, such Wholly Owned Subsidiary shall be the continuing or surviving entity; (C) such acquisition (if by purchase of stock) shall be effected in such manner so that the acquired entity becomes a Wholly Owned Subsidiary of a Borrower; (D) with respect to any acquisition involving an aggregate Purchase Price in excess of $50,000,000, the Borrowers shall deliver to the contraryAdministrative Agent (which shall promptly notify the Lenders of such acquisition and forward a copy to each Lender which requests one) (1) no later than five Business Days after the execution and delivery thereof, but subject copies of the respective agreements or instruments pursuant to Section 3.6(bwhich such acquisition is to be consummated (including, without limitation, any related management, non-compete, employment, option or other material agreements), neither Parent nor any International Parent Distributor shall be (i) deemed schedules to such agreements or instruments and all other material ancillary documents to be executed or delivered in violation of this Agreement or connection therewith and (2) promptly following request therefor (but in any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Forceevent within three Business Days following such request), if copies of such violation would ariseother information or documents relating to each such acquisition as the Administrative Agent shall have requested; (E) with respect to any acquisition involving an aggregate Purchase Price in excess of $50,000,000, or such action would be required the Administrative Agent shall have received (and shall promptly forward a copy thereof to be taken, solely as each Lender which requests one) a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged letter (in the distribution case of financial services products following each legal opinion delivered to the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product Borrowers pursuant to such International Parent Distributor.acquisition) from each Person delivering such opinion (which shall in any event include an opinion of special FCC counsel) authorizing reliance thereon by the Administrative Agent and the Lenders; (bF) Ifwith respect to any acquisition involving an aggregate Purchase Price in excess of $50,000,000, at any time prior the Borrowers shall have delivered to the seventh anniversary Administrative Agent (which shall promptly provide a copy thereof to the Lenders) evidence satisfactory to the Administrative Agent and the Majority Lenders of the date receipt of this Agreementall licenses, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement)permits, of which the net revenues approvals and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributorconsents, if any, on a nonrequired with respect to such acquisition (including, without limitation, the consents of the respective municipal franchising authorities to the acquisition of the respective CATV Systems being acquired (if any)); (G) the entire amount of the consideration payable by the Borrowers and their Subsidiaries in connection with such acquisition (other than customary post-exclusive Level Playing Field basisclosing adjustments and indemnity obligations, of any life insurance or annuity product and other than Indebtedness incurred in connection with such acquisition that is distributed by such Target Affiliated Distributor permitted under paragraphs (c) or (f) of Section 8.07) shall be payable on a non-exclusive basis either immediately before or following the date of such acquisition; provided; (H) none of the Borrowers nor any of its Subsidiaries shall, that in connection with such right acquisition, assume or remain liable in respect of (x) any Indebtedness of the seller or sellers (except for Indebtedness permitted under Section 8.07(f)) or (y) other obligations of the seller or sellers (except for obligations incurred in the ordinary course of business in operating the CATV System so acquired and necessary or desirable to the continued operation of such CATV System); (I) to the extent the assets purchased in such acquisition shall be subject to any applicable contractual Liens not permitted hereunder, such Liens shall have been released (or arrangements for such release satisfactory to the Administrative Agent shall have been made); (J) to the extent applicable, the Borrowers shall have complied with the provisions of Section 8.16, including, without limitation, to the extent not theretofore delivered, delivery to the Administrative Agent of (x) the certificates representing the shares of stock or other restrictions ownership interests, accompanied by undated stock powers or other powers executed in blank, and (y) the agreements, instruments, opinions of counsel and other documents required under Section 8.16; (K) after giving effect to such acquisition the Borrowers shall be in compliance with Section 8.10 (the determination of such compliance to be calculated on a pro forma basis, as at the end of and for the fiscal quarter most recently ended prior to the date of such acquisition for which financial statements of the Borrowers and their Subsidiaries are available, under the assumption that such Target Affiliated Distributor is boundacquisition shall have occurred, and any Indebtedness in connection therewith shall have been incurred, at the beginning of the applicable period, and under the assumption that interest for such period had been equal to the actual weighted average interest rate in effect for the Loans hereunder on the date of such acquisition), and the Borrowers shall have delivered to the Administrative Agent a certificate of a Senior Officer showing such calculations in reasonable detail to demonstrate such compliance; (L) immediately prior to such acquisition and after giving effect thereto, no Default shall have occurred and be continuing; and (M) the Borrowers shall deliver such other documents and shall have taken such other action as the Majority Lenders or the Administrative Agent may reasonably request.

Acquisitions. (a) Notwithstanding anything in this Agreement to the contrary, but subject to Section 3.6(b), neither Parent nor any International Domestic Parent Distributor shall be (i) deemed to be in violation of this Agreement or any International Domestic Selling Agreement or (ii) obligated hereunder or under any International Domestic Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a3.6 (a) shall limit or restrict any obligations that Parent or any International Domestic Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Domestic Selling Agreement to be the exclusive provider of such Product or New Product to such International Domestic Parent Distributor. (b) If, at any time prior to the seventh anniversary of the date of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is bound.

Acquisitions. (a) Notwithstanding anything Enter into any agreement, contract, binding commitment or other arrangement providing for any Acquisition, or take any action to solicit the tender of securities or proxies in this Agreement respect thereof in order to the contraryeffect any Acquisition, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be unless (i) deemed the Person to be in violation (or whose assets are to be) acquired does not oppose such Acquisition and the line or lines of this Agreement or any International Selling Agreement or business of the Person to be acquired constitute Core Businesses, (ii) obligated hereunder after giving effect to such Acquisition and all Indebtedness incurred or under any International Selling Agreement repaid in connection therewith, the Borrower shall be in compliance on a pro forma basis with each financial covenant set forth in Section 8.12 (each calculated in accordance with Sections 1.04(c) and (d))), (iii) no Default or Event of Default shall have occurred and be continuing either immediately prior to take any action or immediately after giving effect to such Acquisition and, if the Cost of Acquisition is in excess of $50,000,000, the Borrower shall have furnished to the Administrative Agent (A) pro forma historical financial statements as of the end of the most recently completed four fiscal quarters of the Borrower, giving effect to such Acquisition, and (B) a Compliance Certificate prepared on a historical pro forma basis as of March 31, 2007, or, if later, as of the most recent date for which financial statements have been furnished pursuant to Section 7.01(a) or (b), giving effect to such Acquisition, which Compliance Certificate shall demonstrate that no Default or Event of Default would exist immediately after giving effect thereto (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Forcedemonstrating compliance on a pro forma basis with each financial covenant set forth in Section 8.12 (each calculated in accordance with Sections 1.04(c) and (d))), if such violation would arise(iv) the Person acquired shall be a wholly-owned Restricted Subsidiary, or such action would be required to be takenmerged with or into a Restricted Subsidiary, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor. (b) If, at any time prior to the seventh anniversary of the date of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) immediately upon consummation of the Acquisition Agreement(or if assets are being acquired, and, for the avoidance of doubt, excluding realized gains) derived from acquiror shall be a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amountRestricted Subsidiary), and (iiv) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) upon consummation of the Acquisition Agreement, then Purchaser through the Purchaser Insurers each Subsidiary shall have complied with the right during the remainder provisions of such seven-year period to be a provider to each Target Affiliated DistributorSection 7.12, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject including with respect to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundnew assets (including real property) acquired.

Acquisitions. (a) Notwithstanding anything in this Agreement to the contraryThe Parent will not, but subject to Section 3.6(b)and will not permit any of its Restricted Subsidiaries to, neither Parent nor make any International Parent Distributor shall be Acquisition unless: (i) deemed to such Acquisition (if by purchase of assets, merger, consolidation or amalgamation) shall be effected in violation such manner so that the acquired business, and the related assets, are owned either by the Parent or a Subsidiary of this Agreement the Parent and, if effected by merger, consolidation or any International Selling Agreement amalgamation involving the Parent, the Parent shall be the continuing or surviving entity and, if effected by merger, consolidation or amalgamation involving a Subsidiary of the Parent, such Subsidiary shall be the continuing or surviving entity; (ii) obligated hereunder such Acquisition (if by purchase of Equity Interests) shall be effected in such manner so that the acquired entity becomes a Subsidiary of the Parent; (iii) such business and the related assets, or any acquired Subsidiary, are primarily a business permitted under any International Selling Agreement Section 8.10; (iv) after giving effect to take any action such Acquisition on a pro forma basis (as if completed on the first day of the four-quarter period ended on the last day of the most recent fiscal quarter for which financial statements are then available, and including in such pro forma calculation all Indebtedness assumed as part of or incurred to finance such Acquisition as if such Indebtedness was incurred on the first day of such period) the Total Leverage Ratio would be no greater than 2.25 to 1 (such ratio to be based upon financial statements for the acquired business that, in the Parent’s reasonable opinion, are sufficient for it to make any adjustment to commissionsa calculation thereof on a pro forma basis, economic inducements or other benefits as at the end of and for the Sales Force), if such violation would arise, or such action would be required period of four fiscal quarters most recently ended prior to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; providedsuch Acquisition for which financial statements of the Parent and its Subsidiaries are available, howeverunder the assumption that such Acquisition shall have occurred, that nothing and any Indebtedness in this Section 3.6(a) connection therewith shall limit have been incurred, at the beginning of the applicable period), provided that, unless such Acquisition is made solely with Unapplied Equity Proceeds, in the event such Acquisition shall be of a stand-alone business entity or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has unit of the right under this Agreement or any International Selling Agreement to be respective seller for which separate audits are available and the exclusive provider aggregate amount of consideration in respect of such Product or New Product Acquisition shall exceed $25,000,000, the Parent shall have delivered to the Administrative Agent financial statement for the acquired business for its most recent fiscal year reviewed by independent auditors; and (v) at the time of and both before and after giving effect to such International Parent Distributor. Acquisition (b) Ifincluding under any financial covenant calculated on a pro forma basis), at any time prior to no Default shall have occurred and be continuing and, unless such Acquisition is made solely with Unapplied Equity Proceeds, the seventh anniversary sum of the date unused Revolving Credit Commitments and Incremental Loan Commitments of this Agreement, (i) Parent acquires a Target Business (as defined in each Class together with cash and Cash Equivalents carried on the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) consolidated balance sheets of the Acquisition Agreement, and, for the avoidance Parent and its consolidated Restricted Subsidiaries (excluding cash and Cash Equivalents securing reimbursement obligations in respect of doubt, excluding realized gainsSecured LOCs) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted is at least equal to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is bound$50,000,000.

Acquisitions. The Borrower will not, nor will it permit any of its Subsidiaries to, acquire any business or property from, or Capital Stock of, or be a party to any acquisition of, any Person, or acquire any option to make any such acquisition, except: (a) Notwithstanding anything in this Agreement to the contrarypurchases of inventory, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be (i) deemed programming rights and other property to be in violation of this Agreement sold or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged used in the distribution ordinary course of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor.business; (b) IfInvestments permitted under Section 7.07; (c) Restricted Payments permitted under Section 7.08; (d) Capital Expenditures of the Borrower and its Subsidiaries; (e) the Borrower and its Subsidiaries may consummate any Acquisition (including the exercise of the Xxxxxxxxxx Options), provided that, if applicable: (i) the Aggregate Consideration for all Acquisitions (other than TV/Radio Acquisitions) permitted under this clause (e) and consummated after the Fifth Restatement Effective Date shall not exceed $100,000,000; (ii) (A) in the case of Acquisitions other than TV/Radio Acquisitions under this clause (e), both immediately prior to and after giving effect to such Acquisition, no Default shall have occurred and be continuing (and, in the case of such Acquisition, the Borrower shall be at least 0.25 to 1 below the Total Indebtedness Ratio required under Section 7.11(c) at such time, calculated on a pro forma basis as if such Acquisition had been consummated on the first day of the relevant period) and (B) in the case of TV/Radio Acquisitions under this clause (e), both immediately prior to and after giving effect to such TV/Radio Acquisition, no Default shall have occurred and be continuing (and, in the case of such TV/Radio Acquisition, the Borrower shall be in compliance with the First Lien Indebtedness Ratio required under Section 7.11(b) and the Total Indebtedness Ratio required under Section 7.11(c) at such time, in each case calculated on a pro forma basis as if such Acquisition had been consummated on the first day of the relevant period); (iii) each assignment or transfer of control of Broadcast Licenses to the Borrower or any time of its Subsidiaries shall have been approved by: (A) an Initial FCC Order, if (i) the Borrower has made a good faith determination that the seller is an established entity that would be reasonably likely to refund the purchase price in the event of reversal or rescission of the Initial FCC Order and (ii)(x) the application or applications seeking FCC consent to such Acquisition have not been contested by a third party or (y) in the event the application or applications seeking FCC consent to such Acquisition have been contested by a third party, the Borrower shall have provided the Administrative Agent with appropriate supporting documentation, including, without limitation, a certificate signed by the President, a Vice President, a Financial Officer or Secretary of the Borrower and copies of an opinion of FCC counsel that there is no reasonable likelihood of reversal or rescission of the Initial FCC Order; or (B) a Final FCC Order, in all other cases (including the exercise of the Xxxxxxxxxx Options); (iv) if the Administrative Agent or the Required Lenders shall have so requested, the Administrative Agent shall have received an opinion of FCC counsel satisfactory to the Administrative Agent or the Required Lenders, as the case may be, in its (or their) reasonable judgment to the effect that such transfer shall have been so approved by an Initial FCC Order or a Final FCC Order, as the case may be, and that such Broadcast Licenses have been validly assigned to the Borrower or such Subsidiary; (v) if the Aggregate Consideration for such Acquisition is equal to or greater than $15,000,000, the Borrower shall furnish to the Lenders a certificate showing calculations (after giving effect to borrowings and prepayments hereunder to be made on such date and calculated on a pro forma basis as if such Acquisition had been consummated on the first day of the period of four fiscal quarters of the Borrower ending on or most recently ended prior to such date) in reasonable detail that demonstrate that such Acquisition will not result in a Default under Section 7.11; (vi) if the Aggregate Consideration for such Acquisition is equal to or greater than $15,000,000, no later than the date falling ten Business Days (or such shorter period as the Administrative Agent may agree) prior to the seventh anniversary date that such Acquisition is consummated, the Borrower shall have delivered to the Administrative Agent drafts or executed counterparts of such of the date respective agreements or instruments (including Program Services Agreements) pursuant to which such Acquisition is to be consummated (together with any related option or other material agreements), any schedules or other material ancillary documents to be executed or delivered in connection therewith, all of this Agreementwhich shall be satisfactory in form and substance to the Administrative Agent; (vii) promptly following request therefor, copies of such information or documents relating to such Acquisition as the Administrative Agent or any Lender (ithrough the Administrative Agent) Parent acquires a Target Business shall have reasonably requested; (as defined f) the acquisition of property in connection with any exchanges permitted under Section 7.05; and (g) additional acquisitions of property or assets made after the Fifth Restatement Effective Date, which, when taken together with the aggregate amount of Investments made pursuant to Section 7.07(i), shall not exceed $200,000,000 in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, aggregate; and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is bound.

Acquisitions. The Borrower shall not, nor shall it permit any of its Subsidiaries to, make an Acquisition in a transaction or related series of transactions unless each of the following criteria is met with each such Acquisition: (a) Notwithstanding anything in this Agreement no Default or Event of Default exists both before and after giving effect to such Acquisition; (b) both before and after giving effect to such Acquisition, Availability is greater than or equal to $15,000,000; (c) such Acquisition is substantially related to the contrarybusiness of the Borrower and Subsidiaries, but subject taken as a whole, and is not hostile; (d) both before and after giving effect to such Acquisition, the Borrower is in pro forma compliance with the Sections 6.17, 6.18, 6.19, and 6.20 and the Borrower has delivered to the Administrative Agent a Compliance Certificate reflecting such pro forma compliance with such Sections; (e) if such Acquisition is an Acquisition of the Equity Interests of a Person, the Acquisition is structured so that the acquired Person shall become a direct or indirect Subsidiary of the Borrower and comply with the provisions of Section 3.6(b), neither Parent nor any International Parent Distributor shall be (i) deemed to be in violation of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force)5.6, if applicable; and if such violation would ariseAcquisition is an Acquisition of assets, the Acquisition is structured so that the Borrower or one of its direct or indirect Subsidiaries shall acquire such action would be required to be takenassets; (f) no Credit Party shall, solely as a result of Parent or one of its Affiliates acquiring assets in connection with any such Acquisition, assume or a business of incur any Person engaged in the distribution of financial services products following the date of this Agreement; provideddirect or contingent liabilities (whether relating to environmental, howevertax, litigation, or other matters) that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to could reasonably be the exclusive provider of such Product or New Product to such International Parent Distributor. (b) Ifexpected, at any time prior to the seventh anniversary as of the date of this Agreementsuch Acquisition, to result in the existence or occurrence of a Material Adverse Change; and (g) if the pro forma Leverage Ratio after giving effect to such Acquisition and as detailed in a certificate delivered by a Responsible Officer of the Borrower, is greater than 2.00 to 1.00, (i) Parent acquires a Target Business the aggregate total consideration (as defined whether paid in cash or in Equity Interest or assumed in liabilities by the purchaser(s)) for such Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, shall not exceed $10,000,000 and (ii) Parent the aggregate total consideration (whether paid in cash or its Affiliates are permitted to acquire in Equity Interest or assumed in liabilities by the purchaser(s)) for all such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers Acquisitions in any fiscal year shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundnot exceed $25,000,000.

Acquisitions. (a) Notwithstanding anything in this Agreement The Borrower will not, and will not permit any Subsidiary to the contrary, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be (i) deemed to be purchase or otherwise acquire (in violation of this Agreement any one transaction or any International Selling Agreement series of related transactions and, including by merger, consolidation or otherwise) (1) all or substantially all of the property of any Person or (2) any business or division of any Person, or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of cause any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis become a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor. subsidiary thereof (b) If, at any time prior to the seventh anniversary each of the date of this Agreement, transactions described in clauses (i) Parent acquires a Target Business and (as defined in the Acquisition Agreementii) immediately above, an “Acquisition”), of which except: (a) Acquisitions by (i) the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived Borrower from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amountany Subsidiary Guarantor, and (ii) Parent any Subsidiary Guarantor from the Borrower or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(xany other Subsidiary; (b) Acquisitions by any Excluded Subsidiary from any other Excluded Subsidiary; (c) other Acquisitions by the Borrower or 6.17(a)(xi) any Subsidiary, if each of the Acquisition Agreement, then Purchaser through following conditions is met: (i) immediately before and immediately after giving effect thereto no Default shall or would exist; (ii) immediately after giving effect thereto the Purchaser Insurers Parent shall have satisfied the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributorrequirements in Section 6.1(f) with respect thereto, if any; (iii) the Board of Directors of the Person to be acquired shall not have indicated publicly its opposition to the consummation of such transaction (which opposition has not been publicly withdrawn); (iv) all transactions in connection therewith shall be consummated in accordance with all applicable requirements of law (including, without limitation, all State Law and State Regulations); (v) with respect to any such transaction involving consideration to be paid by the Borrower and the Subsidiaries in excess of $50,000,000, unless the Administrative Agent shall otherwise agree, the Parent shall have provided the Administrative Agent and the Lenders with historical financial statements of the Person or business to be acquired to the extent available; (vi) immediately after giving effect thereto, the Loan Parties shall be in compliance on a non-exclusive Level Playing Field basispro forma basis with all Financial Covenants as of the most recent fiscal quarter end (assuming, for purposes of any life insurance or annuity product the Financial Covenants, that is distributed by all mergers, acquisitions and dispositions consummated since the first day of such Target Affiliated Distributor fiscal quarter, had occurred on a non-exclusive basis either the first day of such fiscal quarter); and (vii) (A) immediately before and immediately after giving effect to such transaction, the Senior Leverage Ratio is not and would not be greater than 2.25:1.00, or following such acquisition; provided(B) immediately after giving effect thereto, that such right shall be subject the aggregate consideration paid by the Borrower and the Subsidiaries pursuant to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundthis Section 7.5(c)(vii)(B) would not exceed $10,000,000.

Acquisitions. If during the Restricted Period, Buyer acquires any interest in any Person engaged in oil and gas exploration and production in the Restricted Region (a) Notwithstanding anything the “E&P Business”), Buyer will give TAT written notice of such acquisition within ten days after the consummation of such acquisition (the “E&P Acquisition Notice”). Following delivery of the E&P Acquisition Notice, Buyer shall provide TAT with access to such information regarding the E&P Business as TAT may reasonably request and shall promptly respond to TAT’s questions regarding the E&P Business. TAT shall have the right to purchase from Buyer the portion of such Person’s business constituting the E&P Business on the terms set forth in this Agreement Section 7.9(d). The E&P Acquisition Notice shall include Buyer’s proposed purchase price for the E&P Business, which shall be Buyer’s reasonable allocation of the total consideration paid by Buyer for the interest acquired by it to the contraryportion of such consideration attributable to the E&P Business. If TAT desires to purchase the E&P Business, but subject TAT shall notify Buyer of such desire in writing not later than 60 days after Buyer has provided TAT access to Section 3.6(bthe information regarding the E&P Business, as set forth above, which notice shall include the purchase price and terms upon which TAT offers to purchase the E&P Business (the “E&P Offer Notice”). If TAT fails to timely deliver an Offer Notice, neither Parent nor any International Parent Distributor TAT’s right to purchase the E&P Business shall terminate, and Buyer shall be entitled to operate the E&P Business in substantially the manner operated prior to the acquisition of the E&P Business for the remainder of the Restricted Period but shall not be entitled to expand beyond the geographic area in which the E&P Business was permitted to operate prior to Buyer’s acquisition thereof. If TAT timely delivers an E&P Offer Notice, the E&P Offer Notice shall either (i) deemed accept the purchase price proposed in the E&P Acquisition Notice, in which case TAT shall be obligated to purchase, and Buyer shall be obligated to sell, the E&P Business on the terms set forth in violation of this Agreement or any International Selling Agreement the E&P Acquisition Notice within 30 days after such E&P Offer Notice is delivered by TAT, or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits notify Buyer that TAT disputes Buyer’s allocation of the total consideration paid by Buyer for the Sales Forceinterest acquired by it to the portion of such consideration attributable to the E&P Business, in which event that parties shall engage a reputable appraiser to be agreed upon by Buyer and TAT to appraise the E&P Business. If Buyer and TAT are not able to agree on an appraiser, each shall select an appraiser, and such appraisers shall jointly select a third appraiser to appraise the E&P Business (such appraiser, or the appraiser agreed upon by Buyer and TAT, the “Appraiser”). If the price in such appraisal is higher than the purchase price provided in the E&P Offer Notice, TAT shall pay the fees and expenses of the Appraiser or, if the price in such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged appraisal is lower than the purchase price provided in the distribution E&P Offer Notice, Buyer shall pay the fees and expenses of financial services products the Appraiser. Within ten days following receipt of the date appraisal of this Agreement; providedthe E&P Business, howeverTAT may revoke its offer to purchase the E&P Business, that nothing in this Section 3.6(a) which case, Buyer shall limit or restrict any obligations that Parent or any International Parent Distributor has be entitled to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has operate the right under this Agreement or any International Selling Agreement to be E&P Business in substantially the exclusive provider of such Product or New Product to such International Parent Distributor. (b) If, at any time manner operated prior to the seventh anniversary acquisition of the date of this Agreement, (i) Parent acquires a Target E&P Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of the Restricted Period but shall not be entitled to expand beyond the geographic area in which the E&P Business was permitted to operate prior to Buyer’s acquisition thereof. If TAT does not timely revoke such seven-year period to be a provider to each Target Affiliated Distributoroffer, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right Buyer shall be subject obligated to any applicable contractual or other restrictions by which such Target Affiliated Distributor sell, and TAT shall be obligated to purchase, the E&P Business at the price set forth in the appraisal within 30 days after the appraisal is bounddelivered to TAT.

Acquisitions. None of the Loan Parties will consummate any Acquisition other than Acquisitions which satisfy the following conditions precedent: (a) Notwithstanding anything the Acquisition of Equity Interests shall require the acquisition of all (but not less than all) of the Equity Interests in this Agreement and to the contrary, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be (i) deemed to be in violation of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor.applicable Person; (b) If, at any time prior to the seventh anniversary no Default or Event of the date of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers Default shall have the right during the remainder of such seven-year period to occurred and be a provider to each Target Affiliated Distributor, if anycontinuing or, on a non-exclusive Level Playing Field pro forma basis, would reasonably be expected to result from such Acquisition (to be demonstrated by pro forma financial statements giving effect to such Acquisition); (c) the Borrower can demonstrate, on a pro forma basis, after giving effect to such Acquisition that the Leverage Ratio does not exceed 2.00 to 1.00; and (d) all of the requirements of Sections 5.03(b) and 6.12 hereof shall have been satisfied; (e) Administrative Agent shall have received such other documents as may be reasonably requested by the Administrative Agent in connection with such Acquisition; (f) Administrative Agent shall have received a copy of the fully executed acquisition agreement (each a “Purchase Agreement”), relating to the Acquisition, which Purchase Agreement shall be in form and substance reasonably satisfactory to the Required Lenders, and the closing terms and conditions set forth in such Purchase Agreement shall not have been materially amended or waived without prior approval by the Administrative Agent (such approval not to be unreasonably withheld or delayed); (g) Administrative Agent shall have received copies of the material documents evidencing the closing of the transactions contemplated by such Purchase Agreement, which documents shall be in form and substance reasonably satisfactory to the Administrative Agent; and (h) Borrower shall deliver to the Administrative Agent evidence reasonably satisfactory to the Administrative Agent that all consents and approvals required to be obtained from any Governmental Authority or other Person in connection with the applicable Acquisition shall have been obtained, and all applicable waiting periods and appeal periods shall have expired, in each case without the imposition of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundburdensome conditions.

Acquisitions. The Borrower shall not, and shall not permit any ------------ Subsidiary of Borrower to, make any Acquisitions; provided, however, if immediately prior to and after giving effect to the proposed Acquisition there shall not exist a Default or Event of Default, the Borrower or any Subsidiary of the Borrower may make Acquisitions so long as (ai) such Acquisition shall not be opposed by the board of the directors of the Person being acquired, (ii) Lenders shall have received written notice at least 15 Business Days prior to the date of such Acquisition, (iii) the Administrative Lender shall have received at least 10 Business Days prior to the date of such Acquisition a Compliance Certificate setting forth the covenant calculations both immediately prior to and after giving effect to the proposed Acquisition, (iv) the assets, property or business acquired shall be in the business described in Section 4.1(d) hereof -------------- and the Administrative Lender for the benefit of the Lenders shall have a first priority Lien in such assets except for Liens permitted in clause (f) of the definition of Permitted Liens, (v) the aggregate consideration (exclusive of Equity in the Borrower or any Subsidiary of the Borrower, but inclusive of any Indebtedness incurred or assumed by the Borrower or any Subsidiary of the Borrower) paid or given by the Borrower and/or Borrower's Subsidiaries during any calendar year in connection with Acquisitions shall not exceed $20,000,000 and (vi) at the Borrower's option, (A) such Subsidiary shall execute a Subsidiary Guaranty of the Obligations and a Security Agreement granting a first priority Lien in all its assets of the types or classes included in the Collateral, except for Liens permitted in clause (f) of the definition of Permitted Liens, to secure the Obligations and (B) the Lenders receive such board resolutions, officer's certificates and opinions of counsel as the Administrative Lender shall reasonably request in connection with the actions described in clause (A) above. Notwithstanding anything in this Section 7.6 or ----------- any other provision of this Agreement to the contrary, but subject the aggregate amount of expenditures in respect of Acquisitions of, and Investments in, Subsidiaries of the Borrower that are not Obligors shall not exceed (calculated immediately prior to Section 3.6(b), neither Parent nor any International Parent Distributor shall be (i) deemed to be in violation of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(aeach such Investment or Acquisition) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider 5% of such Product or New Product to such International Parent Distributor. (b) If, Net Worth at any time prior to the seventh anniversary of the date of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundoutstanding.

Acquisitions. The Borrower will not, nor will it permit any of its Subsidiaries to, acquire any business or property from, or Capital Stock of, or be a party to any acquisition of, any Person, or acquire any option to make any such acquisition, except: (a) Notwithstanding anything in this Agreement to the contrarypurchases of inventory, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be (i) deemed programming rights and other property to be in violation of this Agreement sold or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged used in the distribution ordinary course of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor.business; (b) IfInvestments permitted under Section 7.07; (c) Restricted Payments permitted under Section 7.08; (d) Capital Expenditures of the Borrower and its Subsidiaries; (e) the Borrower and its Subsidiaries may consummate any Acquisition (including the exercise of the Xxxxxxxxxx Options), provided that, if applicable: (i) (A) in the case of Acquisitions other than TV/Radio Acquisitions under this clause (e), both immediately prior to and after giving effect to such Acquisition, no Default shall have occurred and be continuing (and, in the case of such Acquisition, the Total Indebtedness Ratio at such time shall not exceed 7.00 to 1.00, calculated on a pro forma basis as if such Acquisition had been consummated on the first day of the relevant period) and (B) in the case of TV/Radio Acquisitions under this clause (e), both immediately prior to and after giving effect to such TV/Radio Acquisition, no Default shall have occurred and be continuing (and, in the case of such TV/Radio Acquisition, the Borrower shall be in compliance with the First Lien Indebtedness Ratio required under Section 7.11 at such time, in each case calculated on a pro forma basis as if such Acquisition had been consummated on the first day of the relevant period); (ii) each assignment or transfer of control of Broadcast Licenses to the Borrower or any time of its Subsidiaries shall have been approved by: (A) an Initial FCC Order, if (i) the Borrower has made a good faith determination that the seller is an established entity that would be reasonably likely to refund the purchase price in the event of reversal or rescission of the Initial FCC Order and (ii)(x) the application or applications seeking FCC consent to such Acquisition have not been contested by a third party or (y) in the event the application or applications seeking FCC consent to such Acquisition have been contested by a third party, the Borrower shall have provided the Administrative Agent with appropriate supporting documentation, including, without limitation, a certificate signed by the President, a Vice President, a Financial Officer or Secretary of the Borrower and copies of an opinion of FCC counsel that there is no reasonable likelihood of reversal or rescission of the Initial FCC Order; or (B) a Final FCC Order, in all other cases (including the exercise of the Xxxxxxxxxx Options); (iii) if the Administrative Agent or the Required Lenders shall have so requested, the Administrative Agent shall have received an opinion of FCC counsel satisfactory to the Administrative Agent or the Required Lenders, as the case may be, in its (or their) reasonable judgment to the effect that such transfer shall have been so approved by an Initial FCC Order or a Final FCC Order, as the case may be, and that such Broadcast Licenses have been validly assigned to the Borrower or such Subsidiary; (iv) if the Aggregate Consideration for such Acquisition is equal to or greater than $15,000,000, the Borrower shall furnish to the Lenders a certificate showing calculations (after giving effect to borrowings and prepayments hereunder to be made on such date and calculated on a pro forma basis as if such Acquisition had been consummated on the first day of the period of four fiscal quarters of the Borrower ending on or most recently ended prior to such date) in reasonable detail that demonstrate that such Acquisition will not result in a Default under Section 7.11; (v) if the Aggregate Consideration for such Acquisition is equal to or greater than $15,000,000, no later than the date falling ten Business Days (or such shorter period as the Administrative Agent may agree) prior to the seventh anniversary date that such Acquisition is consummated, the Borrower shall have delivered to the Administrative Agent drafts or executed counterparts of such of the date respective agreements or instruments (including Program Services Agreements) pursuant to which such Acquisition is to be consummated (together with any related option or other material agreements), any schedules or other material ancillary documents to be executed or delivered in connection therewith, all of this Agreementwhich shall be satisfactory in form and substance to the Administrative Agent; (vi) promptly following request therefor, copies of such information or documents relating to such Acquisition as the Administrative Agent or any Lender (ithrough the Administrative Agent) Parent acquires a Target Business shall have reasonably requested; (as defined f) the acquisition of property in connection with any exchanges permitted under Section 7.05; and (g) additional acquisitions of property or assets made after the Sixth Restatement Effective Date, which, when taken together with the aggregate amount of Investments made pursuant to Section 7.07(i), shall not exceed $400,000,000 in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundaggregate.

Acquisitions. No Borrower or Subsidiary will make an Acquisition of any Person without the prior written consent of the Banks; provided however, the Borrower may acquire either all of the stock or assets of a Person or any Guarantor may acquire the assets of or merge with such Person (aprovided the Guarantor is the surviving entity) Notwithstanding anything (hereinafter collectively a "Permitted Acquisition") if either all Banks consent in this Agreement writing in advance thereto or, without the necessity of obtaining the Banks' prior written approval if: (A) not less than ten (10) Business Days prior to entering into a binding agreement to make any Permitted Acquisition, Borrower shall submit to each of the Banks the following information: (1) a copy of the signed letter of intent and a current draft of the acquisition agreement with any prepared exhibits; (2) a written description of the Person to be acquired, including location and type of operations, key management, and real estate assets (including legal descriptions of any owned real estate), if any; (3) audited or reviewed historical financial statements of the Permitted Acquisition for the prior two years and the most recent interim statement; (4) consolidated financial statements and projections for both the Borrower and its Subsidiaries as well as the Person being acquired giving Pro Forma Effect to the contraryIndebtedness associated with the Acquisition Advance and the Acquisition Cash Flow associated with the Person to be acquired, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be and indicating: (i) deemed compliance on a joint, consolidated basis with the financial covenant set forth in Paragraphs 6.17(B) and (C) for the twelve (12) months prior to be in violation the anticipated closing of this Agreement or any International Selling Agreement or the Acquisition, (ii) obligated hereunder or under any International Selling Agreement to take any action compliance on a joint, consolidated basis with the financial covenants set forth in Paragraphs 6.17(A), (including to make any adjustment to commissionsB), economic inducements or other benefits and (C) as of the closing of the Acquisition, and (iii) projected compliance for the Sales Forceensuing twelve (12) months after the closing of the Acquisition with each financial covenant in Paragraph 6.17; and (5) a copy of the acquisition analysis done by Borrower preparatory to making the Permitted Acquisition; (B) the Permitted Acquisition Price does not exceed Five Million Dollars ($5,000,000.00) and does not exceed the product of six (6) times the Acquisition Cash Flow of such Person; (C) the business of the Permitted Acquisition is in the provision of specialized pharmacy services and is located in the United States; (D) environmental Phase I audits of any real properties owned by the Permitted Acquisition company conducted within six (6) months prior to the closing of the Acquisition (or material substantially similar thereto in the opinion of the Banks) indicate environmental risks and/or exposures for which the estimated costs to fully remedy and clean-up are less than One Hundred Thousand Dollars ($100,000.00), if and copies of such violation would ariseare provided to the Banks with a reliance letter; (E) no Event of Default or Unmatured Default has occurred hereunder and not been cured, or such action would be required to be taken, solely otherwise occur as a result of Parent or one of its Affiliates acquiring assets in connection with the Permitted Acquisition, whether immediately or on a business of any Person engaged in projected basis; (F) whether or not the distribution of financial services products following Banks have been requested to disburse funds, the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit Borrower must pledge or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement cause to be the exclusive provider of such Product or New Product to such International Parent Distributor. (b) If, at any time prior pledged to the seventh anniversary Agent for the benefit of the date of this Agreement, (i) Parent acquires Banks a Target Business (as defined in first priority lien on the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent outstanding stock or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributorownership interests, if any, acquired in the Permitted Acquisition and first priority liens (subject only to Permitted Liens) on a non-exclusive Level Playing Field basis, of any life insurance all real estate owned or annuity product that is distributed leased by such Target Affiliated Distributor Person and on all Inventory, Accounts, Chattel Paper, Documents, Equipment, Fixtures, Instruments, and General Intangibles acquired in the Permitted Acquisition in form and substance satisfactory to the Banks; (G) if a non-exclusive basis either immediately before new Subsidiary is formed for the purpose of making the Permitted Acquisition or following such acquisition; providedthe Permitted Acquisition is a stock purchase Acquisition, that such right shall be subject the new Subsidiary and/or the entity acquired must become a party to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundthis Agreement and execute a Guaranty and Suretyship with respect to the Obligations in form and substance satisfactory to the Banks.

Acquisitions. (a) Notwithstanding anything in this Agreement The Borrower will not, and will not permit any Subsidiary to the contrary, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be (i) deemed to be purchase or otherwise acquire (in violation of this Agreement any one transaction or any International Selling Agreement series of related transactions and, including by merger, consolidation or otherwise) (1) all or substantially all of the property of any Person or (2) any business or division of any Person, or (ii) obligated hereunder or under cause any International Selling Agreement Person to take any action become a Subsidiary thereof (including to make any adjustment to commissionseach of the transactions described in clauses (i) and (ii) immediately above, economic inducements or other benefits for the Sales Forcean “Acquisition”), if such violation would ariseexcept: (a) Acquisitions by (i) the Borrower from any Subsidiary Guarantor, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of (ii) any Person engaged in Subsidiary Guarantor from the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent Borrower or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has other Subsidiary, and (iii) the right under this Agreement Borrower or any International Selling Agreement Subsidiary Guarantor (at no cost to be the exclusive provider of such Product Borrower or New Product to such International Parent Distributor.any Subsidiary Guarantor) from any Subsidiary or NMTC Subsidiary; (b) IfAcquisitions by any Excluded Subsidiary from any other Excluded Subsidiary; (c) [Reserved]; (d) [Reserved]; (e) other Acquisitions by the Borrower or any Subsidiary, at any time prior to the seventh anniversary if each of the date of this Agreement, following conditions is met: (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues immediately before and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and immediately after giving effect thereto no Default shall or would exist; (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of immediately after giving effect thereto the Acquisition Agreement, then Purchaser through the Purchaser Insurers Borrower shall have satisfied the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributorrequirements in Section 6.1(e) with respect thereto, if any; (iii) the Board of Directors of the Person to be acquired shall not have indicated publicly its opposition to the consummation of such transaction (which opposition has not been publicly withdrawn); (iv) all transactions in connection therewith shall be consummated in accordance with all applicable requirements of law (including, without limitation, all State Law and State Regulations); (v) with respect to any such transaction involving consideration to be paid by the Borrower and the Subsidiaries in excess of $50,000,000, unless the Administrative Agent shall otherwise agree, the Borrower shall have provided the Administrative Agent and the Lenders with historical financial statements of the Person or business to be acquired to the extent available; (vi) immediately after giving effect thereto, the Loan Parties shall be in compliance on a non-exclusive Level Playing Field basispro forma basis with all Financial Covenants as of the most recent fiscal quarter end (assuming, for purposes of any life insurance or annuity product the Financial Covenants, that is distributed by all mergers, acquisitions and dispositions consummated since the first day of such Target Affiliated Distributor fiscal quarter, had occurred on a non-exclusive basis either the first day of such fiscal quarter); and (vii) (A) immediately before and immediately after giving effect to such transaction, the Secured Leverage Ratio would not be greater than 3.75:1.00, or following such acquisition(B) immediately after giving effect thereto, the aggregate consideration paid by the Borrower and the Subsidiaries pursuant to this Section 7.5(e)(vii)(B) since the Closing Date would not exceed $10,000,000; provided, that such right shall be subject and (f) Acquisitions arising out of the receipt by the Borrower or any Subsidiary of property or assets pursuant to any applicable contractual or other restrictions an Asset Sale permitted by which such Target Affiliated Distributor is boundSection 7.19(c).

Acquisitions. (a) Notwithstanding anything in this Agreement The Company will not, nor will it permit any of its Restricted Subsidiaries to, acquire any business or Property from or capital stock of, or be a party to the contraryany acquisition of, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be Person except: (i) deemed to be in violation of this Agreement or any International Selling Agreement or the Scheduled Acquisitions; (ii) obligated hereunder purchases of equipment, programming rights and other Property to be sold or under used in the ordinary course of business; (iii) Capital Expenditures; and (iv) the Company and its Wholly Owned Restricted Subsidiaries may acquire any International Selling Agreement CATV System, and the related assets (any such CATV System being hereinafter referred to take as an "Acquired System"), whether by way of an exchange of CATV Systems, the purchase of assets or stock, by merger or consolidation or otherwise, so long as: (A) the aggregate Purchase Price of all such acquisitions (other than CATV Systems acquired pursuant to Scheduled Acquisitions) shall not exceed the Permitted Acquisition Amount and the aggregate Purchase Price of any action individual such acquisition (including other than a CATV System acquired pursuant to make any adjustment to commissions, economic inducements Scheduled Acquisitions) shall not exceed $150,000,000; (B) such acquisition (if by purchase of stock or other benefits ownership interests) shall be effected in such manner so that the acquired entity becomes a Wholly Owned Subsidiary of the Company; (C) no later than (1) thirty days prior to the consummation of such acquisition (or such earlier date as shall be five Business Days after the execution and delivery thereof), the Company shall have delivered to the Administrative Agent executed counterparts of the respective Acquisition Agreement pursuant to which such acquisition is to be consummated (and forms, to the extent agreed to, of any other agreements, including any management, non-compete, employment, option or other material agreements to be executed in connection with the closing thereunder), any schedules to such agreements or instruments and (promptly upon their becoming available) all other material ancillary documents to be executed or delivered in connection therewith, (2) promptly following request therefor, copies of such other information or documents relating to such acquisition as the Administrative Agent, or the Majority Lenders (through the Administrative Agent), shall have requested, and (3) promptly following the consummation of such acquisition, certified copies of the agreements, instruments and documents referred to in the foregoing clause (1) as shall have been executed and delivered in connection therewith; (D) the agreements, instruments and other documents referred to in the foregoing clause (C) shall, except to the extent otherwise consented to by the Majority Lenders, provide that: (1) the entire amount of the consideration payable by the Company and its Restricted Subsidiaries in connection with such acquisition (other than (x) customary post-closing adjustments, escrow and purchase price holdback and indemnity obligations, (y) Indebtedness incurred in connection with such acquisition that is permitted under Section 8.07(f) hereof and (z) Other Equity Interests issued to the relevant Seller or Sellers in connection with such acquisition in accordance with Section 8.13 hereof) shall be payable on the date of such acquisition, (2) neither the Company nor any of its Restricted Subsidiaries shall, in connection with such acquisition, assume or remain liable in respect of (x) any Indebtedness of the Seller or Sellers of such Acquired System (or the entity owning such Acquired System) except for Indebtedness permitted under Section 8.07(f) hereof or (y) other obligations of the Seller or Sellers of such Acquired System, except for obligations incurred by the respective Seller in the ordinary course of business in operating such CATV System and that are necessary or desirable to the continued operation of such CATV System (and, in the event such Acquired System (or the entity owning such Acquired System) is obligated in respect of any Indebtedness or other obligations not permitted under the foregoing subclauses (x) or (y), then concurrently with such acquisition any such Indebtedness or other obligations shall be released as to the assets or entity being so acquired) and (3) all Property to be acquired in connection with such acquisition (or that is owned by the Seller of such Acquired System on the date of such acquisition) shall be free and clear of any and all Liens, except to the extent permitted by Section 8.06 hereof (and in the event any such Property is subject to any Lien not permitted by this clause (3) then concurrently with such acquisition such Lien shall be released); (E) to the extent applicable, the Company shall have complied with the provisions of Sections 8.17 and 8.19 hereof, including, without limitation, (1) delivery to the Administrative Agent of the certificates evidencing the capital stock or other ownership interests of any new Restricted Subsidiary acquired pursuant to such acquisition, accompanied by undated stock or other powers executed in blank and (2) delivery to the Administrative Agent of the agreements, instruments, opinions of counsel and other documents required under Section 8.17 hereof; (F) immediately prior to such acquisition and after giving effect thereto, no Default shall have occurred or be continuing; (G) after giving effect to such acquisition the Company shall be in compliance with Section 8.10 hereof (the determination of such compliance to be calculated on a pro forma basis), as at the end of and for the Sales Forceperiod of four fiscal quarters most recently ended prior to the date of such acquisition for which financial statements of the Company and its Restricted Subsidiaries are available, under the assumption that such acquisition shall have occurred, and any Indebtedness in connection therewith shall have been incurred, at the beginning of the applicable period, and under the assumption that interest for such period had been equal to the actual weighted average interest rate in effect for the Loans hereunder on the date of such acquisition, and the Company shall have delivered to the Administrative Agent a certificate of a Senior Officer showing such calculations in reasonable detail to demonstrate such compliance; (H) in connection with such acquisition, if requested by the Administrative Agent, or the Majority Lenders (through the Administrative Agent), if such violation would arisethe Company shall have delivered to the Administrative Agent an Acquisition Environmental Survey, in form and substance reasonably satisfactory to the Majority Lenders reflecting that the Acquired System will not be subject to any material environmental liabilities; (I) to the extent requested by the Administrative Agent, or such action would be required the Majority Lenders (through the Administrative Agent), the Company shall have delivered evidence satisfactory to be takenthe Administrative Agent and the Majority Lenders that the Company and its Restricted Subsidiaries will not become liable, solely contingently or otherwise, in respect of any material tax or ERISA liability of the Seller of the Acquired System as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor. (b) If, at any time prior to the seventh anniversary of the date of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; providedand (J) the Company shall have delivered to the Administrative Agent (which shall promptly forward copies thereof to each Lender) a revised Part A of Schedule III hereto, and revised Schedules IV and VII hereto, such that after giving effect to such right acquisition, the representations set forth in Sections 7.15(a), 7.17, 7.18, 7.19 and 7.20 hereof (assuming that each reference to the Effective Date therein referred to the date such acquisition is consummated (after giving effect thereto)) shall be subject to any applicable contractual or other restrictions by which true and complete as of such Target Affiliated Distributor is bounddate.

Acquisitions. No Credit Party shall, nor shall it permit any of its Subsidiaries to, make an Acquisition in a single transaction or related series of transactions other than: (a) Notwithstanding anything mergers, amalgamations and consolidations permitted by Section 6.7(a); (b) the Closing Date Acquisition on the terms set forth in this Agreement to the contrary, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be Closing Date Acquisition Agreement; (c) an Acquisition that meets each of the following conditions: (i) deemed no Default exists both before and after giving effect to be in violation of this Agreement or any International Selling Agreement or such Acquisition; (ii) obligated hereunder both before and after giving effect to such Acquisition, Liquidity is greater than or under any International Selling Agreement equal to take any action $15,000,000; (including iii) the Acquisition is from an unrelated third party or an arm’s-length basis for no more than fair market value and is not hostile; (iv) such Credit Party shall have provided not less than 15 days’ (or such shorter time period as consented to make any adjustment by the Administrative Agent in its sole discretion) prior written notice of such Acquisition to commissionsthe Administrative Agent, economic inducements or other benefits for which notice shall include a reasonably detailed description of the Sales Force), proposed terms of such Acquisition and identify the anticipated closing date thereof; (v) if such violation would ariseAcquisition is an Acquisition of the Equity Interests of a Person, the Acquisition is structured so that the acquired Person (or its successor in interest) shall become a direct or indirect Subsidiary of the Borrower; and if such action would be required to be takenAcquisition is an Acquisition of assets, solely as a result of Parent the Acquisition is structured so that the Borrower or one of its Affiliates acquiring assets direct or indirect Subsidiaries shall acquire such assets; and (vi) either (A) no more than 65% of the total consideration for such Acquisition will be funded with Revolving Advances or (B) after giving effect to such Acquisition, the Borrower’s pro forma Leverage Ratio is less than or equal to the Leverage Ratio then required pursuant to Section 6.16 minus 0.25, and the Borrower has delivered to the Administrative Agent a business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered Compliance Certificate evidencing such pro forma compliance duly executed by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor. (b) If, at any time prior to the seventh anniversary Responsible Officer of the date of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundBorrower.

Acquisitions. (a) Notwithstanding anything in this Agreement Except for those Acquisitions described on Schedule “Q”, a Transacting Party shall give prompt notice to the contrary, but subject other Transacting Parties at any time from the date hereof until the earlier to Section 3.6(b), neither Parent nor any International Parent Distributor shall be (i) deemed to be in violation occur of the termination of this Agreement or pursuant to its terms and the Effective Time, of any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required Acquisitions with an aggregate price in excess of US$5 million proposed to be takenconsummated by such Transacting Party, solely as a result and all such Acquisitions must be consented to in advance by at least two (2) out of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; providedthree (3) other Transacting Parties, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributoracting reasonably. (b) IfThe terms of any Acquisition may provide for, at any time prior to as consideration for such Acquisition, the seventh anniversary issuance of the date securities of this Agreement, a Transacting Party (“Acquisition Securities”) including: (i) Parent acquires Bxxxx Shares, Briteside Membership Interests, Sea Hunter Membership Interests, SVT Shares, as applicable, which shall be exchanged for Resulting Issuer Common Shares or Resulting Issuer Compressed Shares, as applicable, under the Business Combination; (ii) other convertible securities of a Target Transacting Party, as Transacting Parties may approve, provided that such convertible securities provide for an automatic conversion thereof into Resulting Issuer Common Shares or Resulting Issuer Compressed Shares, as the case may be; and/or (iii) an agreement to increase the consideration for the Acquisition in an amount not to exceed the difference in between (A) if greater, the value of the Resulting Issuer Common Shares or Resulting Issuer Compressed Shares, as the case may be, at a conversion price measured by reference to the 10-day volume weighted average price of the Resulting Issuer Common Shares on the CSE immediately following the tenth Business Day after the consummation of the Business Combination and (B) the value of the Resulting Issuer Common Shares or Resulting Issuer Compressed Shares, as defined the case may be, issued in the Acquisition AgreementAcquisition. (c) Except as contemplated in Section 4.6(a), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) Transacting Parties agree that the issuance of the Acquisition AgreementSecurities in an Acquisition contemplated in Section 4.13(b) shall effectively dilute each Transacting Party’s Proportionate Interest, and, for after giving effect to the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) issuance of the Acquisition AgreementSecurities. (d) Notwithstanding the foregoing, then Purchaser through no Transacting Party shall close an Acquistion (including those Acquisitions described on Schedule “Q”) that would prevent the Purchaser Insurers shall have Section 351 Transactions from qualifying as tax-deferred transactions within the right during meaning of Section 351 of the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundCode.

Acquisitions. At such time as any Originator acquires the assets of another Person, including that Person’s receivables (a) Notwithstanding anything in this Agreement to such receivables, together with receivables generated by that Person after its acquisition by such Originator as well as receivables generated by such Originator through the contrarybusiness groups/branches/division of that Person, but subject to Section 3.6(buntil their respective Inclusion Dates, collectively, “Acquisition Receivables”), neither Parent nor the Servicer shall notify the Facility Agents. At such time as the Acquisition Receivables relating to a particular acquisition are first reported on an Approved Data Reporting System (which, in some cases, may be their date of acquisition), such Acquisition Receivables will become Receivables hereunder and under the Purchase and Contribution Agreement (each such time, the “Inclusion Date”). In connection with each Inclusion Date, the Required Facility Agents will promptly determine, which determination will be evidenced in writing from the Required Facility Agents, after receipt from the Seller and such Originator of appropriate data and conducting of any International Parent Distributor shall necessary due diligence, whether the applicable Acquisition Receivables may be (i) deemed considered to be in violation of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this AgreementEligible Receivables; provided, however, that nothing in this Section 3.6(aif, on the applicable Inclusion Date, such related Acquisition Receivables, together with other Acquisition Receivables which became Receivables hereunder on their respective Inclusion Dates during the 12-month period ending the last day of month preceding such Inclusion Date (with the Outstanding Balance of each pool of Acquisition Receivables determined at the applicable Inclusion Date), are less than 5.0% of the average Outstanding Balance of all Receivables during such 12-month period (before giving effect to such most recent Inclusion Date) satisfy all eligibility criteria, then such Receivables shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement automatically be determined to be the exclusive provider of such Product or New Product to such International Parent Distributor“Eligible Receivables”. (b) If, at any time prior to the seventh anniversary of the date of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is bound.

Acquisitions. The first sentence of Section 5.16(c) of the APA shall be amended and restated in its entirety to read as follows: “For a period of five (a5) Notwithstanding anything in this Agreement to years from the contraryClosing Date, but subject to except as permitted by Section 3.6(b5.16(d), neither Parent Seller nor any International Parent Distributor of its Subsidiaries or other controlled affiliates shall be (iand Seller shall cause its Subsidiaries and other controlled affiliates not to), directly or indirectly (including through any licenses, reorganizations, sales, transfers or grants of assets or rights or other transactions), (A) deemed to be operate, engage or participate in, carry on in violation any manner, or have an ownership interest in any other Person engaged in, any business activities that are included within the definition of this Agreement the Business, or that otherwise compete in enterprise markets with the Business, in each case in the jurisdictions in which any of Seller or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business Subsidiaries conducted any part of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor. (b) If, at any time Business prior to the seventh anniversary of Closing (the date of “Covered Business”) or (B) have an ownership interest in, or operate, any Person or business, and their respective successors, assigns and affiliates, set forth on Schedule IV (such Person or business, and their respective successors, assigns and affiliates (for this Agreementpurpose, affiliates shall not include the portfolio companies (i) Parent acquires a Target Business other than such Person or business (as defined in the Acquisition Agreementor their respective successors or assigns), of which the net revenues its Subsidiaries and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(xother controlled affiliates) of the Acquisition Agreementany shareholders of such Person or business), anda “Designated Enterprise Competitor”); provided that, if a Designated Enterprise Competitor (for the avoidance of doubt, excluding realized gainsall or substantially all of the equity interests or assets of such Designated Enterprise Competitor) derived from a Competitive Business is acquired (as defined in the Acquisition Agreement) are more than a de minimis amountwithout any direct or indirect involvement, and (ii) Parent encouragement or participation by Seller or its Affiliates are permitted affiliates) after the date hereof by a company (that is not a Designated Enterprise Competitor and is not an affiliate of Seller) that, together with its Subsidiaries, predominately operates a consumer business and such Designated Enterprise Competitor’s revenue for the 12 months prior to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) the acquisition is less than 25% of the Acquisition Agreementconsolidated revenues of the combined company’s total revenue for the same period, then Purchaser through the Purchaser Insurers combined company shall have the right during the remainder of such seven-year period to not be deemed a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundDesignated Enterprise Competitor.”

Acquisitions. (a) Notwithstanding anything in this Agreement to The Borrower will not, and will not permit any of its Subsidiaries to, enter into any Acquisition transaction, except that the contrary, but subject to Section 3.6(b), neither Parent nor Borrower and any International Parent Distributor shall be Subsidiary may (i) deemed to be in violation acquire all or a material portion of this Agreement or any International Selling Agreement or the assets of a Person and (ii) obligated hereunder own, purchase or under any International Selling Agreement acquire stock, obligations or securities of a Person which following such purchase or acquisition is a Wholly-Owed Subsidiary if (A) the Person being acquired (or whose assets are being acquired) is in the same general type of business as the Borrower (or complementary thereto); (B) the aggregate cash consideration (exclusive of all Debt of such Person being acquired that is not discharged by the seller at the time of such Acquisition, all Debt as to take any action which the Borrower takes subject, and all other liabilities (including contingent earn-out payments) paid or to make any adjustment be paid by the Borrower or (1) the Total Consolidated Debt to commissions, economic inducements or other benefits for Total Consolidated Capitalization Ratio both immediately prior to such proposed Acquisition and immediately after and giving effect to such proposed Acquisition shall be at least three percentage points lower than the Sales Force)maximum Total Consolidated Debt to Total Consolidated Capitalization Ratio required by Section 6.10 on the date of such proposed Acquisition (e.g., if the proposed Acquisition occurs during the period from the Closing Date to and including December 31, 2002, the Total Consolidated Debt to Total Consolidated Capitalization Ratio both immediately prior to such violation would ariseproposed Acquisition and immediately after and giving effect to such proposed Acquisition shall not exceed 52%) and (2) the Pro Forma Total Consolidated Debt to Consolidated EBITDA Ratio shall be at least 0.5 lower than the maximum ratio of the Total Consolidated Debt to Consolidated EBITDA required by Section 6.11 on the date of the proposed Acquisition (e.g., if the proposed Acquisition occurs during the period from the Closing Date to and including December 31, 2002, the Pro Forma Total Consolidated Debt to Consolidated EBITDA Ratio shall not exceed 3.0 to 1); (E) no Default or such action would be required to be taken, solely Event of Default has occurred or will occur as a result of Parent or one the Acquisition of its Affiliates acquiring assets or such Person; and (F) the Borrower shall have provided the Bank not less than ten (10) Business Days before the consummation of such Acquisition a business certificate in form and substance satisfactory to the Bank that certifies as to each of any Person engaged the items in the distribution of financial services products following the date clauses (A), (B), (C), (D) and (E) of this Agreement; provided, however, Section 6.15(b) and includes both pro forma financial statements that nothing in demonstrate compliance with clause (D) of this Section 3.6(a6.15(b) shall limit or restrict any obligations and consolidated financial statements for the Borrower and its Subsidiaries that Parent or any International Parent Distributor has demonstrate compliance with each of the covenants contained in Sections 6.09 to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement and including 6.13 immediately prior to be the exclusive provider of such Product or New Product and after giving effect to such International Parent Distributor. (b) IfAcquisition, at any time and the Bank shall have accepted as correct prior to the seventh anniversary consummation of such Acquisition such certificate and the date of this Agreement, (i) Parent acquires a Target Business (as defined calculations and assumptions contained therein and in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundfinancial statements included therewith.

Acquisitions. (a) Notwithstanding anything in this Agreement to the contrary, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor No Company shall be (i) deemed to be in violation of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreementeffect an Acquisition; provided, however, that nothing a Company may effect an Acquisition so long as: (a) in this Section 3.6(a) the case of a merger, amalgamation or other combination including a Borrower (other than US Borrower), such Borrower shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer be the surviving entity and, if such Purchaser Insurer has the right under this Agreement merger, amalgamation or any International Selling Agreement to other combination includes US Borrower, US Borrower shall be the exclusive provider of such Product or New Product to such International Parent Distributor.surviving entity; (b) Ifin the case of a merger, at any time amalgamation or other combination including a Credit Party (other than a Borrower), a Credit Party shall be the surviving entity; (c) the business to be acquired shall be similar or complimentary to the lines of business of the Companies; (d) the Companies shall be in full compliance with the Loan Documents both prior to and after giving pro forma effect to such Acquisition; (e) no Default or Event of Default shall exist prior to or after giving pro forma effect to such Acquisition, thereafter shall begin to exist; (f) such Acquisition is not actively opposed by the seventh anniversary board of directors (or similar governing body) of the date selling Persons or by a majority of this Agreementthe Persons whose equity interests are to be acquired; (g) the purchase price for any Acquisition by a Foreign Subsidiary that is not a Credit Party, or of a Foreign Subsidiary by a Domestic Subsidiary that is not a Credit Party, shall be solely from (i) Parent acquires a Target Business the cash-flow of one or more Foreign Subsidiaries, (as defined ii) the proceeds of the Loans made to one or more Foreign Borrowers, or (iii) Indebtedness incurred in the Acquisition Agreementaccordance with and subject to Section 5.8(h), Section 5.8(n) and/or Section 5.8(o) hereof; (h) the purchase price for any Acquisition by a Foreign Borrower or a Foreign Guarantor of Payment shall be from (i) the cash-flow of one or more Foreign Subsidiaries, (ii) the proceeds of the Loans made to one or more Foreign Borrowers, or (iii) Indebtedness incurred in accordance with and subject to Section 5.8(h), Section 5.8(n) and/or Section 5.8(o) hereof; (i) with respect to any Acquisition the Consideration for which is in excess of Fifty Million Dollars ($50,000,000), US Borrower shall have provided to Agent and the net revenues Lenders, at least ten (10) Business Days following such Acquisition, historical financial statements of the target entity and net earnings (in each case, calculated in a manner consistent pro forma financial statement of the Companies accompanied by a certificate of a Financial Officer of US Borrower showing pro forma compliance with Section 6.17(a)(x) of 5.7 hereof, both before and after the Acquisition Agreement, andproposed Acquisition; provided that, for the avoidance purpose of doubtcomplying with the notice and disclosure requirements set forth in this subsection (i), excluding realized gains) derived from a Competitive Business (as defined in the amount of Consideration for an Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted shall be deemed to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) be US Borrower’s best estimate of the total Consideration to be paid for such Acquisition Agreement, then Purchaser through the Purchaser Insurers in accordance with SEC disclosure and calculation requirements; and (j) US Borrower shall have the right during the remainder Available Liquidity of no less than Twenty-Five Million Dollars ($25,000,000) after giving effect to such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundAcquisition.

Acquisitions. (a) Notwithstanding anything in this Agreement to the contrary, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor No Company shall be (i) deemed to be in violation of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreementeffect an Acquisition; provided, however, that nothing a Company may effect an Acquisition so long as such Acquisition meets all of the following requirements: (a) in this Section 3.6(a) the case of a merger, amalgamation or other combination including a Borrower, such Borrower shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor.surviving entity; (b) Ifin the case of a merger, amalgamation or other combination including a Credit Party (other than a Borrower), a Credit Party shall be the surviving entity; (c) the business to be acquired shall be similar, or related to, or incidental to the lines of business of the Companies; (d) the Companies shall be in full compliance with the Loan Documents both prior to and after giving pro forma effect to the transaction; (e) if the Accounts and Inventory acquired in connection with such Acquisition are proposed to be included in the determination of the Borrowing Base, Agent shall have conducted a field examination and appraisal of such Accounts and Inventory to its reasonable satisfaction; (f) the Fixed Charge Coverage Ratio, as determined for the most recently completed four fiscal quarters of Gibraltar, shall have been no less than 1.25 to 1.00; (g) Borrowers shall have provided to Agent, at any time least five Business Days prior to the seventh anniversary such Acquisition, historical financial statements of the date target entity and a pro forma financial statement of this Agreement, the Companies accompanied by a certificate of a Financial Officer showing (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent pro forma compliance with Section 6.17(a)(x5.7 hereof, both before and after giving effect to the proposed Acquisition, (ii) Revolving Credit Availability of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gainsno less than Fifty Million Dollars ($50,000,000) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amountafter giving effect to such Acquisition, and (iii) that the target entity has generated positive Target EBITDA (excluding proposed synergies or other post acquisition actions or enhancements) for the most recently completed twelve (12) consecutive calendar months prior to such Acquisition; and (h) the aggregate Consideration paid by the Companies (i) shall not exceed the aggregate amount of Seventy-Five Million Dollars ($75,000,000), or (ii) Parent or its Affiliates are permitted which, when added to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right all other Acquisitions for all Companies during the remainder Commitment Period, would not exceed the aggregate amount of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundOne Hundred Fifty Million Dollars ($150,000,000).

Acquisitions. No Company shall effect an Acquisition; provided that a Credit Party may effect an Acquisition so long as such Acquisition meets all of the following requirements: (a) Notwithstanding anything in this Agreement to the contrarycase of a merger, but subject to Section 3.6(b)amalgamation or other combination including Borrower, neither Parent nor any International Parent Distributor Borrower shall be (i) deemed to be in violation of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor.surviving entity; (b) Ifin the case of a merger, amalgamation or other combination including a Credit Party (other than Borrower), a Credit Party shall be the surviving entity; (c) the business to be acquired shall be similar, or related to, or incidental to the lines of business of the Companies; (d) the Companies shall be in full compliance with the Loan Documents both prior to and after giving pro forma effect to such Acquisition; (e) no Default or Event of Default shall exist prior to or, after giving pro forma effect to such Acquisition, thereafter shall begin to exist; (f) Borrower shall have provided to Agent and the Lenders, at any time least twenty (20) days prior to the seventh anniversary such Acquisition, historical financial statements of the date target entity and a pro forma financial statement of this Agreementthe Companies accompanied by a certificate of a Financial Officer showing pro forma compliance with Section 5.7 hereof, both before and after giving pro forma effect to the proposed Acquisition; (g) such Acquisition is not actively opposed by the board of directors (or similar governing body) of the selling Persons or the Persons whose equity interests are to be acquired; (h) the Revolving Credit Availability shall be no less than Fifteen Million Dollars ($15,000,000) after giving effect to such Acquisition; (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right Leverage Ratio shall be subject less than 2.00 to 1.00 both before and after giving pro forma effect to such Acquisition; and (j) the aggregate Consideration paid (or payable) for all Acquisitions does not exceed Twenty Million Dollars $20,000,000 during any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundfiscal year of Borrower.

Acquisitions. The Parent and the Applicants shall not, and shall not permit any of their respective Restricted Subsidiaries to, directly or indirectly, make any Acquisitions except any non-hostile Acquisition subject to the satisfaction of each of the following conditions: (a) Notwithstanding anything if the aggregate consideration in this Agreement to the contrary, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be (i) deemed to be in violation of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business respect of any Person engaged in such Acquisition exceeds $100,000,000.00, the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) Administrative Agent shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider receive prior written notice of such Product or New Product to Acquisition, which notice shall include, without limitation, a description of such International Parent Distributor.Acquisition with such detail as the Administrative Agent shall reasonably require; (b) Ifimmediately after giving effect to such Acquisition, Liquidity shall not be less than $200,000,000.00; (c) within the applicable time periods required pursuant to Section 7.11 and Section 7.12, after the closing of such Acquisition, the Parent, the Applicants (or the Restricted Subsidiary making such Acquisition) and the target of such Acquisition (unless it is a Subsidiary that is not a Material Wholly-Owned Subsidiary) shall have executed such documents and taken such actions as may be required under Section 7.11 and Section 7.12; (d) if such Acquisition involves the acquisition of one or more marine vessels, in each case having a Fair Market Value in excess of $10,000,000.00, such vessel or vessels, except in the case where acquired using Indebtedness permitted by Section 8.1(m) that is the subject of a Lien permitted under Section 8.2 existing at the time of (but not incurred in anticipation of) any such acquisition, shall within the applicable time prior periods required pursuant to Section 7.11, become Collateral pursuant to arrangements substantially similar to those made with respect to similar Mortgaged Vessels on or before the seventh anniversary Initial Utilization Date; and (e) at the time of the date of this Agreementsuch Acquisition and after giving effect thereto, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement)no Default or Event of Default shall have occurred and be continuing, of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business the statement set forth in Section 3.3(b)(i) shall be true and (iii) the Applicants would be in pro forma compliance with Article V for the most recent four quarter period for which financial statements have been delivered pursuant to Sections 6.17(a)(xSection 6.1(a) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is bound(b).

Acquisitions. Make any Acquisition, in any manner whatsoever, directly or indirectly, other than an Acquisition required for the purpose of carrying on its business in the ordinary course, or permit any Subsidiary or Subsidiaries to be constituted otherwise than in accordance with the provisions of Section 13.10, except that (a) Notwithstanding anything the members of the VL Group shall be permitted to make Acquisitions in this Agreement the Core Business and permitted to create Subsidiaries (to the contrary, but subject to Section 3.6(b), neither Parent nor extent any International Parent Distributor shall be such Subsidiaries are Acquired as part of any such Acquisition) if: (i) deemed no Default or Event of Default exists at the time, (ii) paying the purchase price in respect of such Acquisition will not cause a Default or Event of Default, and (iii) any Person which is Acquired or created as a Subsidiary, if any, as a result of such Acquisition, becomes a member of the VL Group (other than in relation to a Spectrum Auction and Purchase, in which case Section 4.2.1 shall apply) and provides the Security contemplated by Section 4.2.1 or Article 9, subject to the exception contemplated by Section 9.3, as the case may be, (b) Acquisitions may be made of and between members of the VL Group to the extent that the Borrower complies with the provisions of Section 12.12, (c) any member of the VL Group shall be permitted to acquire Back-to-Back Securities in violation an amount not exceeding the amount of this Agreement the corresponding Back-to-Back Securities, and shall also be permitted to acquire property as part of a Tax Benefit Transaction, provided that (A) no Default or Event of Default exists at the time and (B) acquiring such Back-to-Back Securities or property as part of a Tax Benefit Transaction will not cause a Default or an Event of Default, and (d) any International Selling Agreement member of the VL Group shall be permitted to acquire Equity Interests of any of its Affiliates to the extent such Equity Interests are converted in full into cash (pursuant to a redemption or other transaction by such Affiliate) either (i) substantially contemporaneously with the Acquisition, provided that (A) prior to the Acquisition, such Affiliate shall provide a Solvency Certificate from one of its senior financial officers, (B) no Default or Event of Default exists at the time and (C) acquiring such Equity Interests and the redemption or other transaction that follows will not cause a Default or an Event of Default, or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following within 3 Business Days after the date of this Agreement; providedthe Acquisition, however, provided that nothing in this Section 3.6(asuch case (A) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor. (b) If, at any time prior to the seventh anniversary Acquisition, at the request of the date of this AgreementAgent, acting reasonably, such Affiliate shall provide a Solvency Certificate from a reputable third party acceptable to the Agent, (iB) Parent acquires a Target Business (as defined in no Default or Event of Default exists at the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amounttime, and (iiC) Parent or its Affiliates are permitted to acquire acquiring such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of Equity Interests and the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual redemption or other restrictions by which such Target Affiliated Distributor is boundtransaction that follows will not cause a Default or an Event of Default.

Acquisitions. The Borrower shall not, and shall not permit any Subsidiary to, at any time, make any purchase or other acquisition (whether in a single transaction or in a series of related transactions) of (i) any assets of any other Person that, taken together, constitute a business unit, (ii) any Capital Stock of any other Person if, immediately thereafter, such other Person would be a Subsidiary of the Borrower, (iii) any assets of any other Person otherwise not in the ordinary course of business, (iv) enter into any binding agreement to perform any transaction described in clauses (i), (ii) or (iii) above which is not contingent on obtaining the consent of the Lender (each transaction described in clauses (i), (ii), (iii) and (iv) above being referred to as an "Acquisition"), or (v) make any deposit in connection with any potential Acquisition, except: (a) Notwithstanding anything in this Agreement to the contrary, but subject to Acquisitions of Investments permitted by Section 3.6(b), neither Parent nor any International Parent Distributor shall be (i) deemed to be in violation of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor.7.4; (b) IfAcquisitions by the Borrower or any Subsidiary from any other Subsidiary and Acquisitions by any Subsidiary from the Borrower or any other Subsidiary, at provided that, immediately after giving effect to any time Acquisition between a Loan Party, as purchaser, and a Non-Guarantor Subsidiary, as seller, the Intercompany Transaction Amount shall not exceed $250,000; (c) other Acquisitions, provided that the sum (the "Acquisition Consideration") of (i) the cash consideration paid or agreed to be paid in connection with all such Acquisitions, plus (ii) the fair market value of all noncash consideration paid or agreed to be paid in connection with all such Acquisitions, plus (iii) an amount equal to the principal or stated amount of all liabilities assumed or incurred in connection therewith shall not exceed $20,000,000 minus the amount expended in connection with the making of Unconsolidated Investments on or after the Restatement Date and on or before the date of the making of such Acquisition, provided further that the Acquisition Consideration in respect of any Acquisition shall not exceed $10,000,000, and provided further that: (i) immediately before or after giving effect to each such Acquisition, no Default shall or would exist, and immediately after giving effect thereto, all of the representations and warranties contained in the Loan Documents shall be true and correct with the same effect as though then made, (ii) the Person or business acquired is engaged in the Line of Business, (iii) the Borrower or Subsidiary Guarantor making the Acquisition shall have complied with the provisions of Sections 6.9 and 6.10, and (iv) the Borrower shall have delivered to the Lender (1) notice thereof not less than ten days prior to the seventh anniversary consummation of such Acquisition, and (2) a certificate of a Financial Officer thereof, in all respects reasonably satisfactory to the Lender and dated the date of this Agreementsuch consummation, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement)certifying that no Default has occurred and is continuing, of which the net revenues and net earnings (in each case, calculated in a manner consistent setting forth reasonably detailed calculations demonstrating compliance with Section 6.17(a)(x) of 7.14 on a pro-forma basis (after giving effect to such Acquisition and based on the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business most recent financial statements delivered pursuant to Sections 6.17(a)(xSection 6.1) or 6.17(a)(xi) of and such other information, documents and other items as the Acquisition Agreement, then Purchaser through the Purchaser Insurers Lender shall have reasonably requested; and (d) Subject to the right during conditions set forth in Section 5.1, the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundPC Acquisition.

Acquisitions. (a) Notwithstanding anything in this Agreement to Neither the contrary, but subject to Section 3.6(b), neither Parent Borrower nor any International Parent Distributor of its Subsidiaries shall be (i) deemed enter into any agreement pursuant to be in violation of this Agreement which any Borrower or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would ariseof its Subsidiaries may engage in a transaction, or such action would be required to be takenseries of related transactions, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor. (b) If, at any time prior to the seventh anniversary of consummated after the date of this Agreement, by which any Borrower or any of its Subsidiaries acquires the business of, or all or substantially all of the assets of, any Person (i) Parent acquires other than a Target Business (as defined in the Acquisition AgreementWholly-Owned Subsidiary of a Borrower or any of its Subsidiaries or a Wholly-Owned Subsidiary of any of its Subsidiaries), or any division of such Person, whether through the purchase of assets, purchase of stock or other equity interest, merger or otherwise, of any Person that was not theretofore a Subsidiary of the Borrower becomes a Subsidiary of the Borrower (an “Acquisition”), other than an Acquisition with respect to which the net revenues following conditions have been satisfied (each a “Permitted Acquisition”): (a) Such Acquisition has been approved by the board of directors (or functional equivalent thereof) and net earnings the equity holders (in each case, calculated in a manner consistent with Section 6.17(a)(xif required by applicable law) of the Person whose equity interests or assets are being acquired. (b) The Person or assets being acquired are predominately in the same or a similar or complementary line of business as the Borrower or any of its Subsidiaries and after giving effect to such Acquisition, the assets acquired will not be encumbered by any Lien other than a Permitted Lien. (c) Both immediately before and after giving effect to such Acquisition, no Default or Event of Default shall exist. (d) After giving effect to any such Acquisition Agreementof any Person effected through a merger to which a Borrower is a party, the Borrower will be the surviving entity, and, for the avoidance after giving effect to any such Acquisition of doubt, excluding realized gains) derived from any Person effected through a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted merger to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) which any Subsidiary of the Acquisition AgreementBorrower is a party, then Purchaser through the Purchaser Insurers Borrower or any of its Subsidiaries shall control the surviving entity. (e) At least five (5) Business Days prior to the consummation of any such Acquisition, the Borrower shall have delivered to the right during Agent a pro forma balance sheet and a related Compliance Certificate prepared on a consolidated basis (including the remainder of to-be-acquired assets and any assumed liabilities, or if equity interests are acquired, the to-be-acquired Person if such seven-year period Person is to be a provider Subsidiary, and if not, the to-be-acquired equity interests), which certificate shall indicate that no Event of Default exists or would exist following consummation of the Permitted Acquisition, and that the Borrower will be in compliance (on a consolidated basis including the to-be-acquired assets and any assumed liabilities or if equity interests are acquired, the to-be-acquired Person if such Person is to each Target Affiliated Distributorbe a Subsidiary, and, if anynot, the to-be-acquired equity interests) with the financial covenants set forth in Section 5.03 (and any other financial covenant at any time contained in this Agreement) following consummation of such Acquisition, including the to-be-acquired assets, Person or equity interests and the operating results thereof on the same basis and for the same periods as the Borrower is measured for each such covenant, respectively. (f) Immediately after giving effect to the Acquisition of a non-exclusive Level Playing Field basisPerson which becomes a Consolidated Domestic Subsidiary, of any life insurance or annuity product that is distributed by the Borrower and such Target Affiliated Distributor on Person shall execute and deliver a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject Subsidiary Guaranty pursuant to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundPerson will become a Guarantor, and such other documents as the Agent may require consistent with the documents specified under Section 3.01, including without limitation, copies of the constituent documents of such Person and corporate resolutions (or equivalent) authorizing such document(s) and the transactions contemplated thereby, in each case certified as true and correct by an officer of such Person, and a legal opinion from counsel to such Person, in form and substance acceptable to the Agent.

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for any Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, unless: (a) Notwithstanding anything in this Agreement the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the contraryline or lines of business of the Person to be acquired are the same as, but subject similar to Section 3.6(b)or related to one or more line or lines of business conducted by SEI and its Subsidiaries; (b) no Default or Event of Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition; (c) immediately after giving effect thereto, neither Parent nor any International Parent Distributor Available Liquidity shall be greater than or equal to $25,000,000; (d) the Person acquired shall either (i) deemed to be in violation a wholly-owned Domestic Subsidiary (or satisfy the requirements of this Agreement an Immaterial Domestic Subsidiary), or any International Selling Agreement be merged into SEI or an SEI Guarantor, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be SEI or a SEI Guarantor), or (ii) obligated hereunder be a wholly-owned Subsidiary of one or under any International Selling Agreement to take any action both of the PR Borrowers or of a PR Guarantor, or be merged into a PR Borrower or a PR Guarantor, immediately upon the consummation of the Acquisition (including to make any adjustment to commissionsor if assets are being acquired, economic inducements the acquiror shall be a PR Borrower or other benefits for the Sales Forcea PR Guarantor), if such violation would arise, or such action would be required to be taken, solely as a result provided that the aggregate Cost of Parent or one Acquisition of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of all Acquisitions permitted under this Agreement; provided, however, that nothing in this Section 3.6(apart (d)(ii) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor.not exceed $30,000,000; (be) If, at any time prior to the seventh anniversary of the date of this Agreement, either: (i) Parent acquires after giving pro forma historical effect to such Acquisition, (A) the Consolidated Adjusted Leverage Ratio shall be less than or equal to 4.25 to 1.00 and (B) the Consolidated Senior Secured Leverage Ratio shall be less than or equal to 2.00 to 1.00, in each case which shall be demonstrated in a Target Business Compliance Certificate delivered pursuant to subsection (as defined f)(ii) below or, in the event no such Compliance Certificate is required and the Cost of Acquisition Agreementof such Acquisition exceeds $5,000,000, in a separate calculation provided to the Administrative Agent, or (ii) the Cost of Acquisition of such Acquisition, when combined with the Cost of Acquisition of all other Acquisitions consummated since the beginning of the then-current fiscal year, does not exceed the sum of (A) $75,000,000, and (B) the amount permitted by this subsection (e)(ii) (without giving effect to any Acquisition consummated in reliance on subsection (e)(i), of which the net revenues and net earnings () but not used in each caseprevious fiscal year (including cumulative carryovers) beginning with the fiscal year ending October 31, calculated 2010; and (f) in a manner consistent with Section 6.17(a)(xthe event the Cost of Acquisition of such Acquisition exceeds $20,000,000, SEI shall have furnished to the Administrative Agent (i) pro forma historical financial statements as of the end of the most recently completed fiscal year of SEI and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business a Compliance Certificate prepared on a historical pro forma basis as of the most recent date for which financial statements have been furnished pursuant to Sections 6.17(a)(xSection 5.06(a) or 6.17(a)(xiSection 6.01(a) or (b) giving effect to such Acquisition and all other Acquisitions since the last such certificate was delivered, which certificate shall demonstrate that no Default or Event of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either Default would exist immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundafter giving effect thereto.

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for any Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, or Consummate any Acquisition unless: (a) Notwithstanding anything in this Agreement the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the contrary, but subject line or lines of business of the Person to Section 3.6(b), neither Parent nor any International Parent Distributor shall be acquired either (i) deemed to be in violation of this Agreement or any International Selling Agreement constitute Core Businesses or (ii) obligated hereunder or under any International Selling Agreement consist of the sales of products to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of same end-markets served by the Company and its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor.Subsidiaries; (b) Ifno Default or Event of Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition; provided that, in the case of any Limited Condition Transaction, such condition shall be limited to any Specified Default; (c) after giving pro forma effect to such Acquisition and all Indebtedness incurred or repaid in connection therewith, the Borrower Agent has delivered a certificate to the Administrative Agent demonstrating that either (i) Pro Forma Availability shall beis greater than or equal to the greater of 15% of the Aggregate CommitmentsLoan Cap and $26,250,000 for each day during the 30 day period prior to such Acquisition and immediately after giving effect thereto, andor (ii) if Pro Forma Availability shall not be at least 25% of the Aggregate Commitmentsis greater than or equal to the greater of 10%, but less than 15%, of the Loan Cap and $17,500,000 for each day during the 30 day period prior to such Acquisition and immediately after giving effect thereto, and in the case of this clause (ii) the Consolidated Fixed Charge Coverage Ratio (calculated on a pro forma basis giving effect to such Acquisition and any time Indebtedness incurred in connection therewith and any other relevant factor, all in accordance with Section 1.03(d)) as of the most recently ended Measurement Period shall be at least 1.00 to 1.00; and (d) the Borrower Agent shall have furnished to the Administrative Agent prior to the seventh anniversary date on which any such Acquisition is to be consummated, a certificate of a Responsible Officer of the date of this AgreementBorrower Agent, in form and substance reasonably satisfactory to the Administrative Agent, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) certifying that all of the requirements set forth above will be satisfied on or prior to the consummation of such Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted a reasonably detailed calculation of item (c) above (and such certificate shall be updated as necessary to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) make it accurate as of the date the Acquisition Agreementis consummated). Except as otherwise provided in the definitions of “Accounts Formula Amount” and “Inventory Formula Amount”, then Purchaser through none of the Purchaser Insurers Accounts or Inventory of any Person acquired or created in an Acquisition shall have be included in the right during calculation of the remainder of Borrowing Base until the Administrative Agent has conducted Field Exams and appraisals reasonably required by it with results reasonably satisfactory to the Agent and the Person owning such seven-year period to Accounts or Inventory shall be a provider to each Target Affiliated Distributor, if any, on (directly or indirectly) wholly-owned Subsidiary of the Company and have become a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundBorrower.

Acquisitions. No Company shall effect an Acquisition; provided that a Company may effect an Acquisition with the prior written consent of the Required Lenders or so long as such Acquisition meets all of the following requirements: (a) Notwithstanding anything in this Agreement the case of a merger, amalgamation or other combination including a Borrower, such Borrower shall be the surviving entity (and in all cases, Epiq shall be a surviving entity); (b) in the case of a merger, amalgamation or other combination including a Credit Party (other than a Borrower), a Credit Party shall be the surviving entity; (c) the business to be acquired shall be reasonably similar to the contrarylines of business of the Credit Parties or a reasonable extension thereof; (d) no Default or Event of Default shall exist prior to or after giving pro forma effect to such Acquisition; (e) Borrowers shall have provided to Agent and the Lenders, but subject at least ten Business Days prior to Section 3.6(bsuch Acquisition (or, if the aggregate Consideration paid for such Acquisition is less than Twenty-Five Million Dollars ($25,000,000), neither Parent nor any International Parent Distributor shall be within five Business Days after the completion of such Acquisition), historical financial statements of the target entity and a pro forma financial statement of the Companies accompanied by a certificate of a Financial Officer of Epiq showing (i) deemed pro forma compliance with Sections 5.7 and 5.13(g) through (j) hereof, both before and after giving effect to the proposed Acquisition, (it being understood that, in the calculation of Fixed Charge Coverage Ratio, (A) the EBITDA of the business to be acquired shall be included in violation Consolidated EBITDA as if the Acquisition had been completed on the first day of this Agreement the measurement period, (B) Consolidated Interest Expense shall be recalculated as if any debt incurred or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely assumed as a result of Parent or one the Acquisition had been in place for the entire measurement period, and (C) aside from the adjustment in subparts (A) and (B) above, the fixed charges of its Affiliates acquiring assets or a the business of any Person engaged to be acquired shall not be included in the distribution calculation of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor. (b) If, at any time prior to the seventh anniversary of the date of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amountFixed Charge Coverage Ratio, and (ii) Parent positive EBITDA for the acquired entity during the most recently completed four fiscal quarters of such entity; (f) such Acquisition is not actively opposed by the board of directors (or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xisimilar governing body) of the Acquisition Agreement, then Purchaser through selling Persons or the Purchaser Insurers Persons whose equity interests are to be acquired; (g) Borrowers shall have Liquidity of no less than Ten Million Dollars ($10,000,000) after giving effect to such Acquisition; (h) the right aggregate amount of (i) cash Consideration (exclusive of the issuance of equity) paid for any such Acquisition (or related series of Acquisitions) would not exceed One Hundred Twenty-Five Million Dollars ($125,000,000), and (ii) Consideration paid for any such Acquisition (or related series of Acquisitions) would not exceed One Hundred Seventy-Five Million Dollars ($175,000,000); (i) the aggregate cash Consideration (exclusive of the issuance of equity) paid for all Acquisitions for all Companies, during the remainder of such seven-year period to be a provider to each Target Affiliated DistributorCommitment Period, if anywould not exceed Two Hundred Fifty Million Dollars ($250,000,000); and (j) the aggregate Consideration paid for all Acquisitions for all Companies, on a non-exclusive Level Playing Field basisduring the Commitment Period, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundwould not exceed Three Hundred Million Dollars ($300,000,000).

Acquisitions. Make any Acquisition or enter into any binding agreement to do so which is not contingent on obtaining the consent of the requisite Lenders, or permit any of its Subsidiaries so to do, except: (a) Notwithstanding anything in this Agreement to the contrary, but subject to Acquisitions of Investments permitted by Section 3.6(b), neither Parent nor any International Parent Distributor shall be (i) deemed to be in violation of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor.8.6; (b) If, at any time prior Acquisitions pursuant to the seventh anniversary Synthetic Lease Arrangement; (c) Unrestricted Intercompany Acquisitions, provided that, in the event that any such Unrestricted Intercompany Acquisition shall be effected by or through a consolidation or merger involving the Parent Borrower or any Active Subsidiary Borrower, then such consolidation or merger shall be otherwise permitted by Section 8.3(a); (d) Other Intercompany Acquisitions, provided that (i) each such Other Intercompany Acquisition shall be otherwise permitted by Section 8.10, (ii) in the event that any such Other Intercompany Acquisition shall be effected by or through a consolidation or merger involving the Parent Borrower or any Active Subsidiary Borrower, then, in the case of the date Parent Borrower, the Parent Borrower shall be the survivor, and, in the case of this Agreementsuch Active Subsidiary Borrower, such Active Subsidiary Borrower shall be the survivor unless otherwise permitted by Section 8.3(a), and (iii) to the extent that the aggregate consideration paid in connection with any such Other Intercompany Acquisition shall be comprised of one or more Investments, each such Investment shall be otherwise permitted by Section 8.6(g) or 8.6(h); and (e) other Acquisitions by the Parent Borrower or any of its Subsidiaries, provided that, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement)event that any Operating Entity shall be acquired in connection with any such Acquisition, then such Operating Entity shall be in, or otherwise constitute, a line of business which is related or complementary to the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) line of business of the Parent Borrower and its Subsidiaries, (ii) in the event that any such Acquisition Agreementshall be effected by or through a consolidation or merger involving the Parent Borrower or any Active Subsidiary Borrower, then, in the case of the Parent Borrower, the Parent Borrower shall be the survivor, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amountcase of such Active Subsidiary Borrower, such Active Subsidiary Borrower shall be the survivor unless otherwise permitted by Section 8.3(a), and (iiiii) Parent immediately before and after giving effect to each such Acquisition, no Default shall or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) would exist, and all of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right representations and warranties contained in Section 4 shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundtrue and correct as if then made.

Acquisitions. (a) Notwithstanding anything in this Agreement to The Borrower will not, and will not permit any of its Subsidiaries to, enter into any Acquisition transaction, except that the contrary, but subject to Section 3.6(b), neither Parent nor Borrower and any International Parent Distributor shall be Subsidiary may (i) deemed to be in violation acquire all or a material portion of this Agreement or any International Selling Agreement or the assets of a Person and (ii) obligated hereunder own, purchase or under any International Selling Agreement acquire stock, obligations or securities of a Person which following such purchase or acquisition is a Wholly-Owed Subsidiary if (A) the Person being acquired (or whose assets are being acquired) is in the same general type of business as the Borrower (or complementary thereto); (B) the aggregate cash consideration (exclusive of all Debt of such Person being acquired that is not discharged by the seller at the time of such Acquisition, all Debt as to take any action which the Borrower takes subject, and all other liabilities (including contingent earn-out payments) paid or to make be paid by the Borrower or the Person being acquired in connection with such Acquisition) paid (1) in connection with any adjustment to commissions, economic inducements Acquisition (or other benefits series of related Acquisitions) shall not exceed $10,000,000 during any Fiscal Year of the Borrower and (2) in connection with all Acquisitions shall not exceed $15,000,000 for the Sales Force)period from the Issuance Date to the Stated Expiration Date, if (C) the aggregate consideration (including all Debt of such violation would arisePerson being Acquired that is not discharged by the seller at the time of such Acquisition, all Debt as to which the Borrower takes subject, and all other liabilities (including contingent earn-out payments paid or such action would be required to be taken, solely paid by the Borrower or the Person being acquired in connection with such Acquisition) paid (1) in connection with all Acquisitions shall not exceed $20,000,000 during any Fiscal Year of the Borrower and (2) in connection with all Acquisitions shall not exceed $30,000,000 for the period from the Issuance Date to the Stated Expiration Date; (D) (1) the ratio referred to in Section 6.12(a) both immediately prior to such proposed Acquisition and immediately after and giving effect to such proposed Acquisition shall be at least three percentage points lower than the maximum such ratio required by Section 6.12(b) on the date of such proposed Acquisition and (2) the Pro Forma Total Consolidated Debt to Consolidated EBITDA Ratio shall be at least 0.5 lower than the maximum such ratio required by Section 6.12(b) on the date of the proposed Acquisition; (E) no Default or Event of Default has occurred or will occur as a result of Parent or one the Acquisition of its Affiliates acquiring assets or such Person; and (F) the Borrower shall have provided the Administrative Agent not less than ten (10) Business Days before the consummation of such Acquisition a business certificate in form and substance satisfactory to the Bank that certifies as to each of any Person engaged the items in the distribution of financial services products following the date clauses (A), (B), (C), (D) and (E) of this Agreement; provided, however, Section 7.03(b) and includes both pro forma financial statements that nothing in demonstrate compliance with clause (D) of this Section 3.6(a7.03(b) shall limit or restrict any obligations and consolidated financial statements for the Borrower and its Subsidiaries that Parent or any International Parent Distributor has demonstrate compliance with each of the financial covenants contained in Sections 6.11, 6.12 and 6.13 hereof immediately prior to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product and after giving effect to such International Parent Distributor. (b) IfAcquisition, at any time and the Administrative Agent shall have accepted as correct prior to the seventh anniversary consummation of such Acquisition such certificate and the date of this Agreement, (i) Parent acquires a Target Business (as defined calculations and assumptions contained therein and in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundfinancial statements included therewith.

Acquisitions. Make any Acquisitions, except, subject to Section 1.07(d), so long as there exists no Default prior to and/or after giving effect to each such Acquisition, the Borrower and its Restricted Subsidiaries may make Permitted Acquisitions, so long as (a) Notwithstanding anything in this Agreement to the contrary, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor Borrower shall be (i) deemed in compliance on a Pro Forma Basis with the financial covenants set forth in Section 7.13 both before and after giving effect to be each such Permitted Acquisition, and each consummation of a Permitted Acquisition by the Borrower shall constitute a representation by the Borrower that it is in violation of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for such compliance with the Sales Force), if such violation would arise, or such action would be required to be taken, solely covenants set forth in Section 7.13 as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor.described above; (b) Ifexcept with respect to Investments that are also Acquisitions of an Unrestricted Subsidiary, at any time the Borrower shall have given the Administrative Agent prior written notice regarding each Permitted Acquisition with a cash consideration of $75,000,000 or more; (c) except with respect to Investments that are also Acquisitions of an Unrestricted Subsidiary, with respect to each Permitted Acquisition with a cash consideration of $200,000,000 or more, the Borrower shall have delivered to the Administrative Agent: (i) within five days prior to the seventh anniversary consummation of such Acquisition (or such lesser time as agreed to by the Administrative Agent), calculations demonstrating on a Pro Forma Basis compliance with the financial covenants set forth in Section 7.13 for the applicable Measurement Period, all in such detail and in such form as is reasonably acceptable to the Administrative Agent; and (ii) within five days prior to the consummation of any such Acquisition (or such lesser time as agreed to by the Administrative Agent), projections for the Borrower for a period of the date lesser of five years and the maturity of the Loans hereunder after the closing of such Acquisition (giving effect to such Acquisition) and showing the source of financing for such Acquisition, all in such detail and in such form as is reasonably acceptable to the Administrative Agent; and (d) except with respect to Investments that are also Acquisitions of an Unrestricted Subsidiary, with respect to each Permitted Acquisition consummated under this AgreementSection 7.07, the Borrower shall have complied with each of the following: (i) Parent acquires except as permitted by Section 5.17, all FCC Licenses acquired in connection with each such Acquisition shall be transferred promptly upon consummation of such Acquisition to a Target Business License Subsidiary; (as defined ii) with respect to Permitted Acquisitions with a cash consideration in excess of $100,000,000, unless (A) the Acquisition AgreementBorrower reasonably expects that the Final Order will be granted notwithstanding the filing of any objection and (B) with respect to any objections filed (except objections filed by repeat nuisance filers (or their affiliates, agents or representatives) that have made a filing on multiple occasions against the Borrower or the Parent, or any Subsidiary of either of them (“Nuisance Filers”)), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) Borrower has given notice to the Administrative Agent of the expectation in clause (A) preceding, the FCC consent to the assignment of the FCC Licenses relating to the Stations being acquired pursuant to such Permitted Acquisition Agreement, and, at such time (the “FCC Consent”) shall have become a Final Order; for the avoidance of doubt, excluding realized gainsthe Borrower may reasonably expect that the Final Order will be granted notwithstanding the filing of any objections made by Nuisance Filers, which such filing would not reasonably be expected to prevail; (iii) derived from the Parent, the Borrower or the applicable Subsidiary shall have granted, or will grant in accordance with Section 6.12, a Competitive Business prior and first Lien priority interest in, and pledged to the Administrative Agent on behalf of the Secured Parties, all of the Equity Interests of each such new Domestic Subsidiary acquired in connection with a Permitted Acquisition hereunder as additional collateral for the Obligations to be held by the Administrative Agent in accordance with the terms of the Parent/Borrower Pledge Agreement or the Subsidiary Pledge Agreement, and executed and delivered to the Administrative Agent all such documentation for such pledge (including, a supplement to the Subsidiary Pledge Agreement, original stock certificates and duly executed stock powers, as defined applicable) as, in the Acquisition reasonable opinion of the Administrative Agent, is required to perfect or protect such Lien and grant a prior and first Lien; (iv) if a new Domestic Subsidiary which is not an Unrestricted Subsidiary is acquired or created in connection with such Acquisition, the newly created or acquired Domestic Subsidiary shall in accordance with Section 6.12 execute and deliver a Security Agreement Supplement or such other document as requested by the Administrative Agent to xxxxx x Xxxx on and security interest in all assets (other than Excluded Collateral) of such new Domestic Subsidiary as additional collateral for the Obligations to be held by the Administrative Agent in accordance with the terms of the Security Agreement) are more than a de minimis amount, and executed and delivered to the Administrative Agent all such documentation for such security interest as, in the reasonable opinion of the Administrative Agent, is required to perfect or protect such Lien and grant a prior and first Lien; provided that in each case no such action shall be required to perfect or provide for the priority of Liens in Non-Perfected Collateral; and (iiv) Parent to the extent requested by the Administrative Agent, the Borrower shall have delivered to the Administrative Agent evidence reasonably satisfactory to the Administrative Agent to the effect that all material approvals, consents or its Affiliates are permitted authorizations required in connection with such Acquisition (including the formation of any License Subsidiary and the transfer of FCC Licenses to acquire a License Subsidiary) from any Licensing Authority or other Governmental Authority shall have been obtained, and such Target Business opinions as the Administrative Agent may reasonably request as to the Liens granted to the Administrative Agent, for the benefit of the Secured Parties in the Equity Interest, as required pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreementthis Section, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject as to any applicable contractual or required regulatory approvals for such Acquisition and as to such other restrictions by which such Target Affiliated Distributor is boundmatters as the Administrative Agent may reasonably request.

Acquisitions. Make any Acquisition unless: (i) no Default or Event of Default exists either immediately prior to such Acquisition or after giving effect to such Acquisition; and (ii) such Acquisition is approved by the board of directors of the corporation (if any) which is the subject of such Acquisition, or is recommended by such board to the shareholders of such corporation; and (iii) if the principal business of the corporation or other entity which is the subject of such Acquisition is not in the Core Business, then the aggregate amount expended by the Parent or any Subsidiary for such Acquisition, and for all other Acquisitions where the principal business of the corporation or other entity which is the subject thereof is not in the Core Business, is not more than $20,000,000. As used herein, the term "Acquisition" means any transaction pursuant to which the Parent or any of its Subsidiaries (a) Notwithstanding anything acquires equity securities (or warrants, options or other rights to acquire such securities) of any corporation or other entity other than the Parent or any corporation which is not then a Subsidiary of the Parent, pursuant to a solicitation of tenders therefor, or in this Agreement one or more negotiated block, market or other transactions not involving a tender offer, or a combination of any of the foregoing, or (b) makes any corporation or other entity a Subsidiary of the Parent, or causes any such corporation or other entity to be merged into the Parent or any of its Subsidiaries, in any case pursuant to a merger, purchase of securities or of assets or any reorganization providing for the delivery or issuance to the contraryholders of the then outstanding securities of such corporation or other entity, but subject to Section 3.6(b)in exchange for such securities, neither of cash or securities of the Parent nor any International Parent Distributor shall be (i) deemed to be in violation of this Agreement or any International Selling Agreement of its Subsidiaries, or a combination thereof, or (iic) obligated hereunder purchases all or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for substantially all of the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a of any line of business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor. (b) If, at any time prior to the seventh anniversary of the date of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual corporation or other restrictions by which such Target Affiliated Distributor is boundentity.

Acquisitions. The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, make any Acquisition without the consent of the Majority Lenders, other than an Acquisition that satisfies the following conditions (a “Permitted Acquisition”): (a) Notwithstanding anything the Property acquired (or the Property of the Person acquired) in this Agreement to the contrary, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be (i) deemed to be in violation of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or Acquisition is a business of any Person engaged or is used or useful in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this a business permitted under Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor.6.11; (b) If, at any time prior to in the seventh anniversary case of the date an Acquisition of this AgreementEquity Interests, (i) Parent acquires a Target Business the board of directors (as defined in or other comparable governing body) of such other Person shall have approved the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) Person shall be organized and existing under the laws of any state of the Acquisition Agreement, then Purchaser through United States or the Purchaser Insurers shall have the right during the remainder District of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, Columbia; (c) any earn outs or other similar deferred or contingent obligations of any life insurance Borrower in connection with such Acquisition, to the extent payable in cash or annuity product that is distributed by such Target Affiliated Distributor on Property (other than stock of the Borrower) shall be subordinated to the Obligations in a non-exclusive basis either manner and to an extent reasonably satisfactory to the Administrative Agent; (i) no Default or Event of Default shall exist and be continuing immediately before or following such acquisition; provided, immediately after giving effect thereto and (ii) the representations and warranties made by the Borrower in each Credit Document shall be true and correct in all material respects (except that such right materiality qualifier shall not be subject applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), unless such representation or warranty relates to an earlier date which remains true and correct in all material respects as of such earlier date (except that such materiality qualifier shall not be applicable contractual to any representations and warranties that already are qualified or other restrictions modified by materiality in the text thereof); and (e) for Acquisitions in which the Borrower or its Restricted Subsidiaries are paying cash consideration of $35,000,000 or more, (i) immediately after giving effect to such Target Affiliated Distributor is boundAcquisition, the available and unencumbered cash of the Borrower and its Restricted Subsidiaries plus Availability shall not be less than $25,000,000 in the aggregate and (ii) after giving effect thereto on a pro forma basis, the Maximum Total Debt Leverage Ratio shall not exceed, (x) if such Acquisition occurs on or before September 30, 2012, 4.25:1.0, (y) if such Acquisition occurs after September 30, 2012 but on or before December 31, 2012, 3.75:1.00 and (z) if such Acquisition occurs after December 31, 2012, 3.25:1.00 and the Maximum Senior Secured Debt Leverage Ratio shall not exceed 2.25:1.00.

Acquisitions. Any Borrower or a Wholly Owned Subsidiary of such Borrower may acquire any business or Property from, or capital stock of, or be a party to any acquisition of, any Person, so long as: (aA) Notwithstanding anything the aggregate Purchase Price of any individual such acquisition shall not exceed $750,000,000; (B) such acquisition (if by purchase of assets, merger or consolidation) shall be effected in this Agreement such manner so that the acquired business, and the related assets, are owned either by a Borrower or a Wholly Owned Subsidiary of a Borrower and, if effected by merger or consolidation involving a Borrower, such Borrower shall be the continuing or surviving entity and, if effected by merger or consolidation involving a Wholly Owned Subsidiary of a Borrower, such Wholly Owned Subsidiary shall be the continuing or surviving entity; (C) such acquisition (if by purchase of stock) shall be effected in such manner so that the acquired entity becomes a Wholly Owned Subsidiary of a Borrower; (D) with respect to any acquisition involving an aggregate Purchase Price in excess of $50,000,000, the Borrowers shall deliver to the contraryAdministrative Agent (which shall promptly notify the Lenders of such acquisition and forward a copy to each Lender which requests one) (1) no later than five Business Days after the execution and delivery thereof, but subject copies of the respective agreements or instruments pursuant to Section 3.6(bwhich such acquisition is to be consummated (including, without limitation, any related management, non-compete, employment, option or other material agreements), neither Parent nor any International Parent Distributor shall be (i) deemed schedules to such agreements or instruments and all other material ancillary documents to be executed or delivered in violation of this Agreement or connection therewith and (2) promptly following request therefor (but in any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Forceevent within three Business Days following such request), if copies of such violation would ariseother information or documents relating to each such acquisition as the Administrative Agent shall have requested; (E) with respect to any acquisition involving an aggregate Purchase Price in excess of $50,000,000, or such action would be required the Administrative Agent shall have received (and shall promptly forward a copy thereof to be taken, solely as each Lender which requests one) a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged letter (in the distribution case of financial services products following each legal opinion delivered to the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product Borrowers pursuant to such International Parent Distributor.acquisition) from each Person delivering such opinion (which shall in any event include an opinion of special FCC counsel) authorizing reliance thereon by the Administrative Agent and the Lenders; (bF) Ifwith respect to any acquisition involving an aggregate Purchase Price in excess of $50,000,000, at any time prior the Borrowers shall have delivered to the seventh anniversary Administrative Agent (which shall promptly provide a copy thereof to the Lenders) evidence satisfactory to the Administrative Agent and the Majority Lenders of the date receipt of this Agreementall licenses, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement)permits, of which the net revenues approvals and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributorconsents, if any, on a nonrequired with respect to such acquisition (including, without limitation, the consents of the respective municipal franchising authorities to the acquisition of the respective CATV Systems being acquired (if any)); Table of Contents (G) the entire amount of the consideration payable by the Borrowers and their Subsidiaries in connection with such acquisition (other than customary post-exclusive Level Playing Field basisclosing adjustments and indemnity obligations, of any life insurance or annuity product and other than Indebtedness incurred in connection with such acquisition that is distributed by such Target Affiliated Distributor permitted under paragraphs (c) or (f) of Section 8.07) shall be payable on a non-exclusive basis either immediately before or following the date of such acquisition; provided; (H) none of the Borrowers nor any of its Subsidiaries shall, that in connection with such right acquisition, assume or remain liable in respect of (x) any Indebtedness of the seller or sellers (except for Indebtedness permitted under Section 8.07(f)) or (y) other obligations of the seller or sellers (except for obligations incurred in the ordinary course of business in operating the CATV System so acquired and necessary or desirable to the continued operation of such CATV System); (I) to the extent the assets purchased in such acquisition shall be subject to any applicable contractual Liens not permitted hereunder, such Liens shall have been released (or arrangements for such release satisfactory to the Administrative Agent shall have been made); (J) to the extent applicable, the Borrowers shall have complied with the provisions of Section 8.16, including, without limitation, to the extent not theretofore delivered, delivery to the Administrative Agent of (x) the certificates representing the shares of stock or other restrictions ownership interests, accompanied by undated stock powers or other powers executed in blank, and (y) the agreements, instruments, opinions of counsel and other documents required under Section 8.16; (K) after giving effect to such acquisition the Borrowers shall be in compliance with Section 8.10 (the determination of such compliance to be calculated on a pro forma basis, as at the end of and for the fiscal quarter most recently ended prior to the date of such acquisition for which financial statements of the Borrowers and their Subsidiaries are available, under the assumption that such Target Affiliated Distributor is boundacquisition shall have occurred, and any Indebtedness in connection therewith shall have been incurred, at the beginning of the applicable period, and under the assumption that interest for such period had been equal to the actual weighted average interest rate in effect for the Loans hereunder on the date of such acquisition), and the Borrowers shall have delivered to the Administrative Agent a certificate of a Senior Officer showing such calculations in reasonable detail to demonstrate such compliance; (L) immediately prior to such acquisition and after giving effect thereto, no Default shall have occurred and be continuing; and (M) the Borrowers shall deliver such other documents and shall have taken such other action as the Majority Lenders or the Administrative Agent may reasonably request.

Acquisitions. The Borrower shall not, and shall permit any Subsidiary of Borrower to, make any Acquisitions; provided, however, if immediately prior to and after giving effect to the proposed Acquisition there shall not exist a Default or Event of Default, the Borrower or any Subsidiary of the Borrower may make Acquisitions so long as (a) Lenders shall have received written notice at least 30 Business Days prior to the date of such Acquisition, (b) if the Acquisition Consideration for such Acquisition exceeds $20,000,000, the Administrative Lender shall have received at least 20 Business Days prior to the date of such Acquisition a Compliance Certificate setting forth the covenant calculations both immediately prior to and after giving effect to the proposed Acquisition, (c) the assets, property or business acquired shall be in the business described in SECTION 4.1(d) hereof, (d) if such Acquisition results in a Domestic Subsidiary, (A) such Subsidiary shall execute a Subsidiary Guaranty and (B) the Lenders receive such board resolutions, officer's certificates and opinions of counsel as the Administrative Lender shall reasonably request in connection with the Subsidiary Guaranty, and (e) if such Acquisition results in a Foreign Subsidiary, (A) 66% of such Subsidiary's Capital Stock shall be pledged to secure the Obligations pursuant to a Pledge Agreement and (B) the Lenders receive such board resolutions, officer's certificates and opinions of counsel as the Administrative Lender shall reasonably request in connection with clause (A) immediately preceding. Notwithstanding anything in this SECTION 7.6 or any other provision of this Agreement to the contrary, but subject the Acquisition Consideration for any single Acquisition shall not exceed $40,000,000, and (b) the aggregate amount of expenditures in respect of Acquisitions of, and Investments in, Foreign Subsidiaries by the Borrower shall not exceed (calculated immediately prior to Section 3.6(b), neither Parent nor any International Parent Distributor shall be (i) deemed to be in violation of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(aeach such Investment or Acquisition) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider 50% of such Product or New Product to such International Parent Distributor. (b) If, Net Worth at any time prior to the seventh anniversary of the date of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundoutstanding.

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for any Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, or Consummate any Acquisition unless: (a) Notwithstanding anything in this Agreement the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the contrary, but subject line or lines of business of the Person to Section 3.6(b), neither Parent nor any International Parent Distributor shall be acquired either (i) deemed to be in violation of this Agreement or any International Selling Agreement constitute Core Businesses or (ii) obligated hereunder or under any International Selling Agreement consist of the sales of products to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of same end-markets served by the Company and its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor.Subsidiaries; (b) If, at any time no Default or Event of Default shall have occurred and be continuing either immediately prior to the seventh anniversary of the date of this Agreementor immediately after giving effect to such Acquisition; (c) after giving pro forma effect to such Acquisition and all Indebtedness incurred or repaid in connection therewith, (i) Parent acquires Pro Forma Availability shall be at least 25% of the Aggregate Commitments for each day during the 30 day period prior to such Acquisition and immediately after giving effect thereto, or (ii) if Pro Forma Availability shall not be at least 25% of the Aggregate Commitments for each day during the 30 day period prior to such Acquisition and immediately after giving effect thereto, (A) Pro Forma Availability shall be at least 17.5% of the Aggregate Commitments for each day during the 30 day period prior to such Acquisition and immediately after giving effect thereto and (B) the Consolidated Fixed Charge Coverage Ratio (calculated on a Target Business (as defined pro forma basis giving effect to such Acquisition and any Indebtedness incurred in the Acquisition Agreement)connection therewith and any other relevant factor, of which the net revenues and net earnings (all in each case, calculated in a manner consistent accordance with Section 6.17(a)(x1.03(d) as of the most recently ended Measurement Period shall be at least 1.10 to 1.00; and (d) the Borrower Agent shall have furnished to the Administrative Agent prior to the date on which any such Acquisition Agreementis to be consummated, anda certificate of a Responsible Officer of the Borrower Agent, for in form and substance reasonably satisfactory to the avoidance Administrative Agent, (i) certifying that all of doubt, excluding realized gains) derived from a Competitive Business (as defined in the requirements set forth above will be satisfied on or prior to the consummation of such Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted a reasonably detailed calculation of item (c) above (and such certificate shall be updated as necessary to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) make it accurate as of the date the Acquisition Agreementis consummated). Except as otherwise provided in the definitions of “Accounts Formula Amount” and “Inventory Formula Amount”, then Purchaser through none of the Purchaser Insurers Accounts or Inventory of any Person acquired or created in an Acquisition shall have be included in the right during calculation of the remainder of Borrowing Base until the Administrative Agent has conducted Field Exams and appraisals reasonably required by it with results reasonably satisfactory to the Agent and the Person owning such seven-year period to Accounts or Inventory shall be a provider to each Target Affiliated Distributor, if any, on (directly or indirectly) wholly-owned Subsidiary of the Company and have become a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundBorrower.

Acquisitions. (a) Notwithstanding anything in this Agreement to the contraryThe Borrower shall not, but subject to Section 3.6(b)and shall not permit any other Loan Party to, neither Parent nor make any International Parent Distributor Acquisition and no Target shall be added as a Subsidiary, unless (i) deemed to be the purchase price (including without limitation all cash and non-cash consideration and any assumption of liabilities) of a Target is less than $500,000 and in violation the aggregate the total purchase price of this Agreement or Acquisitions which have not been approved by the Acquisition Approval Lenders does not exceed $500,000 in any International Selling Agreement twelve month period or (ii) obligated hereunder the Agent and the Acquisition Approval Lenders shall have consented to the proposed Acquisition of such Target, which consent shall not be unreasonably withheld. In connection with each proposed Acquisition requiring the consent of the Acquisition Approval Lenders, the Borrower shall deliver an Acquisition Approval Package to each of the Lenders containing such information and in such detail as shall be satisfactory to the Agent. Each Lender, in its discretion, shall deliver to the Agent a certificate in the form of EXHIBIT N hereto ("ACQUISITION CONSENT CERTIFICATE") indicating whether or under not such Lender consents to the proposed Acquisition. If a Lender fails to deliver the Acquisition Consent Certificate within the time frame requested by the Borrower (but in any International Selling Agreement to take any action event no later than forty-five (including to make any adjustment to commissions, economic inducements or other benefits for 45) days after receipt of the Sales Forcecompleted Acquisition Approval Package), if then the Lender shall be deemed to have disapproved of the Acquisition. If the Agent has received within such violation period, executed Acquisition Consent Certificates from the Acquisition Approval Lenders indicating their consent to the proposed Acquisition, then, subject to the Agent's satisfaction with all documentation in connection therewith and that the Borrower is in compliance with the criteria set forth below, the approved Acquisition may be consummated not later than sixty (60) days after the consent of the Acquisition Approval Lenders has been received by the Agent on the terms and conditions of the Acquisition Approval Package (each such approved Acquisition constituting a "PERMITTED ACQUISITION") : (i) No Default or Unmatured Default shall have occurred and be continuing or would arise, result from such Acquisition or the incurrence of any Indebtedness in connection therewith. (ii) Each of the Lenders shall have been provided with two years of audited financial statements with respect to the Target for distribution to the Lenders. In the event that audited financial statements for such action would be required to be taken, solely period are not available as a result of Parent divisional accounting or one of its Affiliates acquiring assets similar accounting issues or a past business of any Person engaged in practices, then the Lenders shall have received for distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor. (b) If, at any time prior to the seventh anniversary Lenders, financial statements of the date of this Agreement, (i) Parent acquires a Target Business (in such form as defined in shall be acceptable to the Agent and the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundApproval Lenders.

Acquisitions. Dissolution. etc. Acquire, in one or a series of transactions, all or any substantial portion of the assets or ownership interests in another Person, or dissolve, liquidate, wind up, merge or consolidate or combine with another Person or sell, assign, lease or otherwise dispose of (whether in one transaction or in a series of transactions) any material assets, whether now owned or hereafter acquired, other than assets which are replaced within 30 days of any asset sale, assignment, lease or disposition with assets of like kind, usefulness and value; provided that during the term of this Agreement Borrower can (a) Notwithstanding anything in this Agreement sell, assign, lease or otherwise dispose of up to the contrary, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be an aggregate of $200,000 of assets other than (i) deemed to be in violation of this Agreement accounts receivable and intellectual property including without limitation any trade secrets, proprietary information, copyrights, patents, trademarks or any International Selling Agreement or applications therefor, software and source and object codes relating thereto and (ii) obligated hereunder any of the Borrower's or under any International Selling Agreement to take any action Subsidiary's interests in real property and (including to make any adjustment to commissions, economic inducements or other benefits for b) in the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one ordinary course of its Affiliates acquiring assets business license, sell, assign, lease or a business otherwise dispose of any Person engaged intellectual property or rights therein; provided that it will not, subsequent to (Loan Agreement - Fleet/Convergent) 57 the Closing Date, sell, assign, lease or otherwise dispose of (but may in the distribution ordinary course of financial services products following its business license) any intellectual property which it owns as of the date of this AgreementClosing Date; provided, however, that nothing Borrower shall be permitted to acquire all or any portion of the assets of or ownership interests in another Person (by merger, consolidation or otherwise so long as the Borrower survives) having aggregate (for all such acquisitions since the Closing Date but excluding the Related Transactions) consideration not to exceed $5,000,000 in cash and $5,000,000 in total non-cash consideration including shares of Borrower's capital stock if (a) at the time of any such acquisition the Borrower shall provide or grant or cause to be provided or granted to the Agent a guaranty of the Obligations by any Subsidiary resulting from any such acquisition and in any event a first priority perfected Lien (subject only to Permitted Encumbrances) on the assets or ownership interests acquired, including without limitation the assets owned by any Subsidiary, but in the case of any Subsidiary organized under the laws of a country other than the United States so long as such foreign Subsidiary has contracts providing in the aggregate for revenues of less than $2,000,000, Agent shall receive a pledge of only 65% of the ownership interests in such Subsidiary, and such foreign Subsidiary shall not be required to guaranty the Obligations or grant the Agent a lien on its assets to the extent that the Agent does not already have such a Lien and (b) that prior to the consummation of any such acquisition, Borrower shall submit to the Agent a pro-forma compliance certificate on a consolidated basis (including the to-be-acquired assets and any assumed liabilities or if ownership interests are acquired, the to-be-acquired Person if such Person is to be a Subsidiary and if not, the to-be-acquired ownership interests, all measured as set forth below in this Section 3.6(a) 5.2.3), which pro-forma compliance certificate shall limit indicate that no Default or restrict Event of Default exists or would exist following consummation of the acquisition and that the Borrower would be in compliance with (on a consolidated basis including the to-be-acquired assets and any obligations that Parent assumed liabilities or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if ownership interests are acquired, the to-be-acquired Person if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement Person is to be a Subsidiary and if not, the exclusive provider to-be-acquired ownership interests), Sections 5.1.10, 5.1.10A, 5.1.11, 5.1.12 and 5.1.12(A) on a pro forma basis following consummation of the acquisition, including the to-be-acquired assets, Person or ownership interests and the operating results thereof on the same basis and for the same periods as the Borrower is measured for each such Product or New Product to covenant, respectively and, in the event that any such International Parent Distributor. (b) Ifacquisition is for total consideration exceeding $5,000,000, the Borrower shall have provided the Agent at any time least 14 days prior to the seventh anniversary closing of the date of this Agreement, (i) Parent acquires a Target Business (acquisition in question with audited financial statements for the Person being acquired as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) last day of the Acquisition Agreement, then Purchaser through most recent fiscal quarter ending prior to such acquisition of the Purchaser Insurers shall have the right during the remainder of Person being acquired and such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right acquisition shall be subject to any applicable contractual or other restrictions approved by which such Target Affiliated Distributor is boundthe Majority Lenders (each, a "Permitted Acquisition") and provided further that Borrower may make the Investments permitted under Section 5.2.12.

Acquisitions. (a) Notwithstanding anything in this Agreement When the Borrower or any of its Subsidiaries desires to make an Acquisition, the Borrower shall deliver, or cause to be delivered, to the contraryAgent and each Lender, but subject not less than ten (10) Business Days (three (3) Business Days in the case of an Acquisition in respect of which the Acquisition Cost is less than $10,000,000) prior to Section 3.6(bconsummation of such Acquisition, an acquisition summary with respect to the Target and such potential Acquisition, such summary to include a reasonably detailed description of the Target and its business (including financial information) and operating results (including financial statements), neither Parent nor any International Parent Distributor shall be (i) deemed to be in violation the terms and conditions, including economic terms, of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissionsthe proposed Acquisition, economic inducements or other benefits for and the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result Borrower's calculation of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider Pro Forma EBITDA of such Product or New Product to such International Parent DistributorTarget. (b) If, at The Borrower will not consummate and will not permit any time prior to the seventh anniversary Subsidiary of the date Borrower to consummate any Acquisition unless all of this Agreement, the following conditions are satisfied: (i) Parent acquires a the Target Business (as defined must be in the Acquisition Agreement)same or a related line of business as the Borrower and its Subsidiaries, and the transaction must be structured as an asset purchase by, or merger with, a Wholly-Owned Subsidiary or a purchase by the Borrower or a Wholly-Owned Subsidiary of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) all of the Acquisition Agreement, and, for the avoidance capital stock and other equity interests of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and such Target; (ii) Parent or its Affiliates the Target must not have material contingent liabilities unless either (x) such liabilities are permitted to acquire such Target Business cash collateralized pursuant to Sections 6.17(a)(xappropriate escrow arrangements or are covered by insurance or (y) such liabilities, individually and when combined with contingent liabilities of Targets theretofore acquired by the Borrower after the Closing Date, do not exceed, in the aggregate, $1,000,000; (iii) no Default or 6.17(a)(xi) Event of the Acquisition Agreement, then Purchaser through the Purchaser Insurers Default shall have the right during the remainder occurred and be continuing or would arise as a result of such seven-year period Acquisition; (iv) on a pro forma basis after giving effect to be a provider to each Target Affiliated Distributorsuch Acquisition, including the incurrence or assumption of Indebtedness in connection therewith and the funding of Loans, if any, the Leverage Ratio on a pro forma basis shall not exceed the Maximum Leverage Ratio set forth in Section 6.2; (v) the aggregate purchase price (including the fair market value of any non-exclusive Level Playing Field basis, cash component of such purchase price and amounts paid to refinance prior Indebtedness of the Target) to be paid by the Borrower or its Subsidiaries (all such items being collectively referred to as the "Acquisition Cost") for any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right single Acquisition shall be subject less than $10,000,000; (vi) the Agent shall have approved the Borrower's computation of Pro Forma EBITDA, notwithstanding that consent to any applicable contractual or other restrictions by the Acquisition with respect to which such Target Affiliated Distributor Pro Forma EBITDA is bound.being determined may not be required; and

Acquisitions. None of the Borrowers will, and none will permit any of its Subsidiaries to, agree to or effect any asset acquisition or stock acquisition except (a) Notwithstanding anything the acquisition of assets in this Agreement to the contraryordinary course of business consistent with past practices, but subject to Section 3.6(b), neither Parent nor and (b) the acquisition by a Borrower (whether of stock or of substantially all of the assets of a business or business division as a going concern or by means of a merger or consolidation) of a 100% interest in any International Parent Distributor other Person (a "Permitted Acquisition") provided that all of the following conditions shall be have been satisfied: (i) deemed such other Person shall not be a Borrower and shall operate a similar business to be in violation that of this Agreement or any International Selling Agreement or the Borrowers, (ii) obligated hereunder no Default or under any International Selling Agreement to take any action Event of Default shall have occurred and be continuing and none shall exist after giving effect thereto, (including to make any adjustment to commissionsiii) if a Borrower shall merge or amalgamate with such other Person, economic inducements such Borrower shall be the surviving party of such merger or other benefits for the Sales Force)amalgamation, (iv) if such violation would arisePerson shall become a Subsidiary of any Borrower, or such action would be new Subsidiary shall become a Borrower pursuant to, and take all other actions required by, Section 9.16 hereof, (v) such Borrower shall have delivered to the Agent Compliance Certificates (such Compliance Certificates to be takendistributed to the Lenders by the Agent) demonstrating, solely as both immediately prior to and immediately after such acquisition, compliance on a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged Pro Forma Basis with the covenants set forth in the distribution of financial services products following the date Section 11 of this Agreement; provided, however, that nothing Credit Agreement and (vi) the aggregate amount expended by the Borrowers and their Subsidiaries for all Permitted Acquisitions shall not exceed $7,500,000. Nothing in this Section 3.6(a) shall limit or restrict 10.5.3 is intended to prohibit any obligations that Parent Borrower or any International Parent Distributor has of the Borrowers' Subsidiaries from conditionally agreeing to distribute on an exclusive basis a Product any asset or a New Product offered by a Purchaser Insurer stock acquisition subject to the prior approval of the Required Lenders if such Purchaser Insurer has the right under this Agreement Borrower or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor. (b) If, at any time prior to the seventh anniversary of the date of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall Subsidiary will not be subject to any applicable contractual or other restrictions by which penalties in connection with such Target Affiliated Distributor is boundagreement in the event that the Required Lenders do not consent to such acquisition.

Acquisitions. Become a party to any merger or consolidation or agree to or effect any asset acquisition or stock acquisition, except: (a) Notwithstanding anything Acquisition of assets in this Agreement to the contraryordinary course of business, but subject to consistent with past practices; (b) Mergers and consolidations permitted by Section 3.6(b7.4; and (c) Acquisitions of the assets or stock of another Person (a "Permitted Acquisition"), neither Parent nor any International Parent Distributor shall be so long as (i) deemed to be in violation no Default or Event of this Agreement Default has occurred and is continuing or any International Selling Agreement or would exist as a result thereof; (ii) obligated hereunder the Person to be acquired (or, in the case of an asset acquisition, the assets of such Person) are in the same or under any International Selling Agreement to take any action a substantially similar line of business as the Loan Party making such acquisition; (including to make any adjustment to commissionsiii) the Loan Parties have provided the Administrative Agent with prior written notice of such acquisition, economic inducements or other benefits for which notice shall include a reasonably detailed description of such Permitted Acquisition; (iv) the Sales Force), board of directors and (if such violation would ariserequired by applicable law) the shareholders, or the equivalent thereof of each of the applicable Loan Party or Subsidiary making such action would be required acquisition and of the Person to be takenacquired has approved such merger, solely as consolidation or acquisition; (v) in the event of a result stock acquisition the Person so acquired shall become a wholly-owned Subsidiary a Loan Party and shall comply with the terms and conditions set forth in Section 6.13; (vi) the business to be acquired would not subject the Administrative Agent or any Lender to regulatory or third party approvals in connection with the exercise of Parent or one any of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right rights and remedies under this Agreement or any International Selling Agreement to be other Loan Document; (vii) the exclusive provider aggregate amount of the purchase price for any single acquisition or series of related acquisitions which is payable in anything other than the Capital Stock of MLP (and such Product Capital Stock shall have no redemption or New Product to such International Parent Distributor. (b) If, at any time repurchase rights prior to a date which is one (1) year after the seventh anniversary Maturity Date and shall not have the ability to convert into any form of Indebtedness) shall not exceed $25,000,000; and (viii) the aggregate amount of the date purchase price for all acquisitions over any twelve consecutive calendar month period which is payable in anything other than the Capital Stock of this Agreement, MLP (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers Capital Stock shall have no redemption or repurchase rights prior to a date which is one (1) year after the right during Maturity Date and shall not have the remainder ability to convert into any form of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right Indebtedness) shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundnot exceed $35,000,000.

Acquisitions. No member of the Borrower Group will make any Acquisition without the prior written consent of the Agent, other than an Acquisition that meets all of the following conditions (a) Notwithstanding anything in this Agreement to the contraryeach such Acquisition, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be a “Permitted Acquisition”): (i) deemed to if the Acquisition is an Acquisition of Capital Stock in a Person, such Person will be in violation a Wholly-Owned Subsidiary of this Agreement a Credit Party, directly or any International Selling Agreement or indirectly; (ii) obligated hereunder if the Acquisition is an Acquisition of a licence, such license will be an Exclusive License; (iii) the target’s business is in the same line of business as the Theratechnologies Business (or under a business reasonably incidental or complementary thereto); (iv) the acquired business will make a positive contribution to the Borrower’s EBITDA within [REDACTED: TIME PERIOD] of the Closing Date, as evidenced by either historical or projected financial statements to the satisfaction of the Majority Xxxxxxx; (v) the Total Acquisition Consideration of all Acquisitions in any International Selling Agreement Fiscal Year will not exceed [REDACTED: AMOUNT] in the aggregate for all members of the Borrower Group; (vi) the business acquired pursuant to take such Acquisition is located in Canada or the United States of America; (vii) any action (including to make such Acquisition will exclude any adjustment to commissions, economic inducements private or other benefits public tender offer for the Sales Forceshares or securities of another Person whose governing body has not approved such offer (“hostile take-over”); (viii) any Debt of the target(s) will be repaid prior to or concurrently with closing of the Acquisition, other than Permitted Debt; (ix) any Lien, other than Permitted Liens, charging the assets or shares acquired pursuant to such Acquisition must be subject to an undertaking to release such Lien prior to the effective date of such Acquisition and be discharged within [REDACTED: TIME PERIOD] from the effective date of the Acquisition, (x) to the extent the Acquisition is an Acquisition of Capital Stock in a Person and to the extent required for the Credit Parties to comply with the Guarantor Coverage Requirement, within [REDACTED: TIME PERIOD] after the effective date of such Acquisition, the Agent shall have obtained a first-ranking Lien on the Collateral of the target and the target shall be a Guarantor hereunder; (xi) if such violation would arisethe target owns any immovable property, the Agent shall have received an environmental Phase 1 report and an environmental Phase 2 report (if necessary); and (xii) concurrently with the closing of the Acquisition, the Borrower shall have provided to the Agent a Compliance Certificate confirming that no Default or such action would be required to be taken, solely Event of Default has occurred as a result of Parent such Acquisition; Notwithstanding the foregoing, the Donidalorsen Acquisition and the Olezarsen Acquisition will be deemed Permitted Acquisitions and will not reduce the [REDACTED: AMOUNT] limit referenced in paragraph (v) above to the extent the Borrower has delivered to the Agent prior to such Acquisition a Compliance Certificate demonstrating compliance with, amongst other things, the financial covenants set forth in Section 11.2 and the Guarantor Coverage Requirement, and confirming that no Default or one Event of its Affiliates acquiring assets Default has occurred as a result of such Acquisition; provided that no Compliance Certificate will be required with respect to the Donidalorsen Acquisition or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer Olezarsen Acquisition if such Purchaser Insurer has Acquisition is completed within [REDACTED: TIME PERIOD] from the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent DistributorClosing Date. (b) If, at any time prior to the seventh anniversary of the date of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is bound.

Acquisitions. Other than the Acquisition, no Credit Party will, nor will it permit any of its Subsidiaries to, acquire any Equity Interests or all or a material portion of the assets of any Person or any division or line of business of such Person (unless such Credit Party or Subsidiary making such acquisition complies with all of the following (the “Permitted Acquisition”): (a) Notwithstanding anything the Equity Interests or Property acquired in this Agreement such acquisition constitute a business reasonably related to the contrary, but subject to Section 3.6(b), neither Business and the board of directors of the Parent nor any International Parent Distributor shall be (i) deemed specifically deems such acquisition to be in violation of this Agreement strategic importance to the Borrowers; (b) no Default or any International Selling Agreement Event of Default shall exist prior to or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would will be required to be taken, solely caused as a result of Parent such acquisition; (c) the Credit Parties shall have provided the Holders with at least 30 Business Days prior written notice of such acquisition, such notice to include (i) a description of the Property or one Equity Interests to be purchased, (ii) the price and terms of such acquisition, (iii) a certificate of its Affiliates acquiring assets Financial Officer to the effect that no Default or Event of Default exists and attaching, in reasonable detail, computations and a business Consolidated financial statement prepared on a pro forma basis of any Person engaged in the distribution Parent and its Subsidiaries immediately prior to and after giving effect to such acquisition demonstrating compliance with Section 5.11 as of the last day of the last full calendar quarter ending immediately prior to such acquisition for which financial services products following statements have been delivered as if such acquisition were effective on the date first day of this Agreementthe relevant period; provided, however, that nothing if the Credit Parties borrow any sums under the Senior Credit Facility to fund any amount incurred, assumed or otherwise payable at closing in connection with such transaction, the applicable ratio for the Senior Funded Leverage Ratio delivered on a pro forma basis as required herein shall be 0.25 less than the then applicable Senior Funded Leverage Ratio requirement set forth in Section 5.11(b) and (iv) such other information with respect thereto as is reasonably requested by the Holders. For purposes of this Section 3.6(a6.10, the pro forma computations shall be with reference to the actual financial results of the Credit Party or such Subsidiary and the Person being acquired, with only such adjustments as may be approved in writing by the Holders; (d) in the event of an acquisition of Equity Interests of a Person, such Person shall limit become a Wholly-Owned Subsidiary of a Credit Party or restrict any obligations that Parent one of its Subsidiaries; (e) such Person whose Equity Interests or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has Property is being acquired shall have as of the right under this Agreement or any International Selling Agreement to be last day of the exclusive provider most recent fiscal quarter of such Product Person ending on or New Product to such International Parent Distributor. (b) If, at any time immediately prior to the seventh anniversary date of such acquisition actual (or pro forma to the extent approved in writing by the Holders) EBITDA and Net Income greater than $1, in each case for the 12 month period ending on such date; (f) the aggregate cash consideration payable at the closing of the date of this Agreementacquisition shall not exceed $7,500,00 for any single transaction and $12,500,000 in the aggregate in any fiscal year or such other amount approved in writing by the Holders; provided, however, that (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), foregoing limitation shall exclude cash consideration derived from the proceeds of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) sales of newly issued Equity Interests of the Acquisition Agreement, and, for Parent during the avoidance nine-month period prior to the closing of doubt, excluding realized gains) derived such acquisition to the extent the Parent notifies the Holders in writing of the use of such cash consideration from a Competitive Business (as defined sales of newly issued Equity Interests in the Acquisition Agreement) are more than a de minimis amount, such transaction or transactions and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) the written consent of the Acquisition Agreement, then Purchaser through Holders shall be required if the Purchaser Insurers aggregate cash consideration payable at the closing of such transaction is equal to or greater than $25,000,000; (g) the post-closing availability under the Senior Credit Facility is at least $4,000,000 on a pro forma basis; (h) the number of Permitted Acquisitions that the Credit Parties have completed in such fiscal year does not exceed three; and (i) the Parent shall have provided to the right during Holders the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following Permitted Acquisition Deliverables for such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is bound.

Acquisitions. The Borrower will not, and will not cause, permit, or suffer any of its Subsidiaries to, become a party to, contract for, or effect any purchase, exchange, or acquisition of Equity Securities or assets (any such transaction, an "Acquisition"), other than an Acquisition of assets that do not constitute all or a material part of a business, provided, however, the Borrower or any of its Subsidiaries may become a party to, contract for, or effect an Acquisition if each of the following conditions are satisfied: (a) Notwithstanding anything no Default or Event of Default, or breach by the Borrower of any of its covenants in this Agreement the Loan Documents, shall have occurred and be continuing at the time of such Acquisition; (b) no Default or Event of Default, or breach by the Borrower of any of its covenants in the Loan Documents, shall occur as a result of, or after giving effect to, such Acquisition; (c) such Acquisition relates solely to the contrary, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be (i) deemed to be Equity Securities in violation another Person engaged primarily in, or assets of this Agreement or any International Selling Agreement or another Person used primarily for, a diversified investment management business, (ii) obligated hereunder goods or under services that will be used in the business of the Borrower or any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would ariseof its Subsidiaries, or such action would be required to be taken(iii) additional Equity Securities issued by an Entity, solely as a result the Equity Securities of Parent which have previously been purchased by the Borrower or one of its Affiliates acquiring assets Subsidiaries under this Section 7.3; (d) if such Acquisition relates to Equity Securities of another Entity, after giving effect to such Acquisition, at least a majority of the Equity Securities, and at least a majority of the Voting Equity Securities, of such Entity are held directly by the Borrower or indirectly by the Borrower through one or more Restricted Subsidiaries (but not through any Subsidiary that is not a business Restricted Subsidiary); (e) any Entity that issued Equity Securities purchased in such Acquisition and any Entity through which the Borrower effected an Acquisition of any Person engaged in Equity Securities or assets, becomes, upon the distribution consummation of financial services products following the date Acquisition, a Consolidated Subsidiary subject to the terms and conditions of this Credit Agreement; and (f) except as permitted by Section 7.6, any Entity that issued Equity Securities purchased in such Acquisition and any Entity through which the Borrower effected an Acquisition of Equity Securities or assets is not upon consummation of such Acquisition (and the Borrower will not thereafter cause, permit, or suffer any such Entity to become) a general partner in any partnership, a party to a joint venture, or subject to any contingent obligations established by Contract that are not by their terms limited to a specific dollar amount; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis such Entity may be a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor. (b) If, at any time prior to the seventh anniversary of the date of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated general partner in a manner consistent with Section 6.17(a)(x) of partnership which is wholly owned by the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent Borrower or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundRestricted Subsidiaries.

Acquisitions. Any Borrower or a Wholly Owned Subsidiary of such Borrower may acquire any business or Property from, or capital stock of, or be a party to any acquisition of, any Person, so long as: (aA) Notwithstanding anything the aggregate Purchase Price of any individual such acquisition shall not exceed $750,000,000; (B) such acquisition (if by purchase of assets, merger or consolidation) shall be effected in this Agreement such manner so that the acquired business, and the related assets, are owned either by a Borrower or a Wholly Owned Subsidiary of a Borrower and, if effected by merger or consolidation involving a Borrower, such Borrower shall be the continuing or surviving entity and, if effected by merger or consolidation involving a Wholly Owned Subsidiary of a Borrower, such Wholly Owned Subsidiary shall be the continuing or surviving entity; (C) such acquisition (if by purchase of stock) shall be effected in such manner so that the acquired entity becomes a Wholly Owned Subsidiary of a Borrower; (D) with respect to any acquisition involving an aggregate Purchase Price in excess of $50,000,000, the Borrowers shall deliver to the contraryAdministrative Agent (which (1) no later than five Business Days after the execution and delivery thereof, but subject copies of the respective agreements or instruments pursuant to Section 3.6(bwhich such acquisition is to be consummated (including, without limitation, any related management, non-compete, employment, option or other material agreements), neither Parent nor any International Parent Distributor shall be (i) deemed schedules to such agreements or instruments and all other material ancillary documents to be executed or delivered in violation of this Agreement or connection therewith and (2) promptly following request therefor (but in any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Forceevent within three Business Days following such request), if copies of such violation would ariseother information or documents relating to each such acquisition as the Administrative Agent shall have requested; (E) with respect to any acquisition involving an aggregate Purchase Price in excess of $50,000,000, or such action would be required the Administrative Agent shall have received (and shall promptly forward a copy thereof to be taken, solely as each Lender which requests one) a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged letter (in the distribution case of financial services products following each legal opinion delivered to the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product Borrowers pursuant to such International Parent Distributor.acquisition) from each Person delivering such opinion (which shall in any event include an opinion of special FCC counsel) authorizing reliance thereon by the Administrative Agent and the Lenders; (bF) Ifwith respect to any acquisition involving an aggregate Purchase Price in excess of $50,000,000, at any time prior the Borrowers shall have delivered to the seventh anniversary Administrative Agent (which shall promptly provide a copy thereof to the Lenders) evidence satisfactory to the Administrative Agent and the Majority Lenders of the date receipt of this Agreementall licenses, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement)permits, of which the net revenues approvals and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributorconsents, if any, on a nonrequired with respect to such acquisition (including, without limitation, the consents of the respective municipal franchising authorities to the acquisition of the respective CATV Systems being acquired (if any)); (G) the entire amount of the consideration payable by the Borrowers and their Subsidiaries in connection with such acquisition (other than customary post-exclusive Level Playing Field basisclosing adjustments and indemnity obligations, of any life insurance or annuity product and other than Indebtedness incurred in connection with such acquisition that is distributed by such Target Affiliated Distributor permitted under paragraphs (c) or (f) of Section 8.07) shall be payable on a non-exclusive basis either immediately before or following the date of such acquisition; provided; (H) none of the Borrowers nor any of its Subsidiaries shall, that in connection with such right acquisition, assume or remain liable in respect of (x) any Indebtedness of the seller or sellers (except for Indebtedness permitted under Section 8.07(f)) or (y) other obligations of the seller or sellers (except for obligations incurred in the ordinary course of business in operating the CATV System so acquired and necessary or desirable to the continued operation of such CATV System); (I) to the extent the assets purchased in such acquisition shall be subject to any applicable contractual Liens not permitted hereunder, such Liens shall have been released (or arrangements for such release satisfactory to the Administrative Agent shall have been made); (J) to the extent applicable, the Borrowers shall have complied with the provisions of Section 8.16, including, without limitation, to the extent not theretofore delivered, delivery to the Administrative Agent of (x) the certificates representing the shares of stock or other restrictions ownership interests, accompanied by undated stock powers or other powers executed in blank, and (y) the agreements, instruments, opinions of counsel and other documents required under Section 8.16; (K) after giving effect to such acquisition the Borrowers shall be in compliance with Section 8.10 (the determination of such compliance to be calculated on a pro forma basis, as at the end of and for the fiscal quarter most recently ended prior to the date of such acquisition for which financial statements of the Borrowers and their Subsidiaries are available, under the assumption that such Target Affiliated Distributor is boundacquisition shall have occurred, and any Indebtedness in connection therewith shall have been incurred, at the beginning of the applicable period, and under the assumption that interest for such period had been equal to the actual weighted average interest rate in effect for the Loans hereunder on the date of such acquisition), and the Borrowers shall have delivered to the Administrative Agent a certificate of a Senior Officer showing such calculations in reasonable detail to demonstrate such compliance; (L) immediately prior to such acquisition and after giving effect thereto, no Default shall have occurred and be continuing; and (M) the Borrowers shall deliver such other documents and shall have taken such other action as the Majority Lenders or the Administrative Agent may reasonably request.

Acquisitions. None of the Borrowers will, and none will permit any of its Subsidiaries to, agree to or effect any asset acquisition or stock acquisition except (a) Notwithstanding anything the acquisition of assets in this Agreement to the contraryordinary course of business consistent with past practices, but subject to Section 3.6(b), neither Parent nor and (b) the acquisition by the Borrower (whether of stock or of substantially all of the assets of a business or business division as a going concern or by means of a merger or consolidation) of a 100% interest in any International Parent Distributor other Person (a "Permitted Acquisition") provided that all of the following conditions shall be have been satisfied: (i) deemed such other Person shall operate a similar business to be in violation that of this Agreement or any International Selling Agreement or the Borrowers, (ii) obligated hereunder no Default or under any International Selling Agreement to take any action Event of Default shall have occurred and be continuing and none shall exist after giving effect thereto, (including to make any adjustment to commissionsiii) if the Borrower shall merge with such other Person, economic inducements or other benefits for such Borrower shall be the Sales Force)surviving party of such merger, (iv) if such violation would arisePerson shall become a Subsidiary of any Borrower, or such action would be new Subsidiary shall become a Borrower pursuant to, and take all other actions required by, Section 9.17 hereof, (v) such Borrower shall have delivered to the Agent Compliance Certificates (such Compliance Certificates to be takendistributed to the Banks by the Agent) demonstrating, solely as both immediately prior to and immediately after such acquisition, compliance on a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged Pro Forma Basis with the covenants set forth in the distribution of financial services products following the date Section 11 of this Agreement; provided, however, that nothing Credit Agreement and (vi) the aggregate amount expended by the Borrowers and their Subsidiaries for all Permitted Acquisitions shall not exceed $5,000,000. Nothing in this Section 3.6(a) shall limit or restrict 10.5.3 is intended to prohibit any obligations that Parent Borrower or any International Parent Distributor has of the Borrowers' Subsidiaries from conditionally agreeing to distribute on an exclusive basis a Product any asset or a New Product offered by a Purchaser Insurer stock acquisition subject to the prior approval of the Majority Banks if such Purchaser Insurer has the right under this Agreement Borrower or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor. (b) If, at any time prior to the seventh anniversary of the date of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall Subsidiary will not be subject to any applicable contractual or other restrictions by which penalties in connection with such Target Affiliated Distributor is boundagreement in the event that the Majority Banks do not consent to such acquisition.

Acquisitions. The Guarantor shall not, and shall not permit any of its Subsidiaries to, consummate any Acquisition, or sell, lease, assign or otherwise dispose of (awhether in one transaction or in a series of related transactions) Notwithstanding anything in this Agreement all or any substantial part of its assets, whether now owned or hereafter acquired, or be a party to the contraryany merger or consolidation, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be except that: (i) deemed the Guarantor and its Subsidiaries may sell inventory or used or surplus equipment in the ordinary course of business; and (ii) the Guarantor and any of its Subsidiaries may consummate any Acquisition (including any Acquisition by way of merger); PROVIDED that: (i) with respect to any such Acquisition, the Guarantor shall provide to the Beneficiaries twenty (20) days or more prior written notice thereof; (ii) with respect to all such Acquisitions the aggregate value, on a current market value basis (determined at the time of each such Acquisition), of the consideration therefor paid and to be paid by the Guarantor and Subsidiaries shall not exceed 33 1/3% of Consolidated Tangible Net Worth as of the end of the immediately preceding fiscal quarter; (iii) after giving effect to such Acquisition, the Guarantor shall be in compliance with all of the terms and conditions hereof; (iv) the Guarantor or such Subsidiary consummating such Acquisition shall not, after giving effect to such Acquisition, be in violation of this Agreement or any International Selling Agreement or Section 6(c); (iiv) obligated hereunder or under any International Selling Agreement to take any action no such Acquisition shall have a material adverse effect on the financial condition of the Guarantor and the Subsidiaries taken as a whole; and (including to make any adjustment to commissionsvi) in respect of each such Acquisition, economic inducements or other benefits for the Sales Force), if such violation would arise, Guarantor or such action would Subsidiary shall be required to be taken, solely as a result of Parent the surviving or one of its Affiliates acquiring assets or a business of any Person engaged in continuing entity. For the distribution of financial services products following the date purposes of this Agreement; providedGuaranty, however, that nothing in this Section 3.6(a) the following definitions shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor. (b) If, at any time prior to the seventh anniversary of the date of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is bound.apply:

Acquisitions. The Borrower shall not, and shall not permit any Restricted Subsidiary of the Borrower to, make any Acquisitions; provided, however, if immediately prior to and after giving effect to the proposed Acquisition there shall not exist a Default or Event of Default, the Borrower or any Restricted Subsidiary of the Borrower may make Acquisitions so long as (ai) such Acquisition shall not be opposed by the board of the directors of the Person being acquired, (ii) Lenders shall have received written notice at least 15 Business Days prior to the date of such Acquisition, (iii) the Administrative Agent shall have received at least 5 Business Days prior to the date of such Acquisition a Compliance Certificate setting forth the covenant calculations on a pro forma basis (after giving effect to such Acquisition and the cost and expense savings related thereto) immediately after giving effect to the proposed Acquisition, (iv) the assets, property or business acquired shall be in the business described in SECTION 4.1(d) hereof, (v) if such Acquisition results in a Restricted Domestic Subsidiary, (A) such Subsidiary shall execute a Subsidiary Guaranty of the Obligations and (B) the Lenders receive such board resolutions, officer's certificates and opinions of counsel as the Administrative Agent shall reasonably request in connection with the actions described in clause (A) above, and (vi) if such Acquisition results in a Foreign Restricted Subsidiary, (A) 65% of such Subsidiary's Equity Interests shall be pledged to secure the obligations and (B) the Lenders receive such board resolutions, officer's certificates and opinions of counsel as the Administrative Agent shall reasonably request with clause (A) immediately preceding. Notwithstanding anything in this SECTION 7.6 or any other provision of this Agreement to the contrary, but subject to Section 3.6(b(a) Acquisition Consideration for Acquisitions during any fiscal year may not exceed $10,000,00 in aggregate amount (excluding the Acquisition described in SCHEDULE 5 hereto), neither Parent nor any International Parent Distributor shall be (i) deemed to be in violation of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor. and (b) If, at any time prior to the seventh anniversary aggregate amount of the date expenditures in respect of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amountAcquisitions of, and (iiInvestments in, Unrestricted Subsidiaries by the Borrower and the Restricted Subsidiaries after the Agreement Date shall not exceed the amount permitted by SECTION 7.3(f) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundhereof.

Acquisitions. (a) Notwithstanding anything 13.1 Where either party makes an acquisition in this Agreement which it has majority ownership and the acquiring party has control to cause the acquisition to offer an intellectual property license relating to WDM Products Business to the contraryCompany, but immediately after the completion of the acquisition the Company will be offered a nonexclusive, Non-assignable license limited to use for the WDM Product Business based on commercially reasonable terms including lump sum and royalty terms. The Company shall have a period of thirty (30) days from the date of such offer to accept such license. Neither party is otherwise obligated to license or otherwise share such intellectual property with the Company or the other party. 13.2 Notwithstanding the voting provision contained in Section 10.1, where either OCLI or JDS makes an acquisition in which it has majority ownership (the "Acquiring Party") and the acquisition's existing business includes WDM Products Business, the Acquiring Party shall offer to the joint venture, immediately after the completion of the acquisition, acting through the members of the Management Committee or the governing body of the Company who are unaffiliated with the Acquiring Party, the right to have the Acquiring Party's share of Transaction Profits of the acquisition's WDM Products Business included in the calculation of Profit sharing between the parties pursuant to Article VI of this Agreement. If the joint venture so elects within thirty (30) days from the date of such offer to so participate, as consideration for the right to so share in such Transaction Profits, the Acquiring Party shall be compensated by the non-acquiring party (the "Other Party"), in cash or other consideration acceptable to the Acquiring Party, an amount that shall be equal to the portion of the acquisition costs, including expenses (including costs associated with determining the portion of the acquired company's business allocable to the WDM Products Business), that is attributed to the WDM Business of the acquired company (reflecting the fact that the non-acquiring party will be acquiring a Profit interest without any equity ownership, and taking into account the remaining term of the Agreement under Section 9.2, and subject to Section 3.6(b)additional payments by the Other Party at the beginning of each renewal term of the Agreement) times one-third where OCLI is the Other Party and two-thirds where JDS is the Other Party. Alternatively, neither Parent nor any International Parent Distributor the Acquiring Party may at its sole option agree with the Other Party to adjust the Profit sharing pursuant to Article VI to replace a portion or all of the said cash amount. If the joint venture does not so elect within the specified time period, the acquired company's business shall be (i) deemed to be in violation completely outside the scope of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would and not be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged included in the distribution calculation of financial services products following Profit. For greater certainty, where the date of this Agreement; providedAcquiring Party is OCLI, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent DistributorOther Party is JDS and vice-versa. (b) If, at any time prior to the seventh anniversary of the date of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is bound.

Acquisitions. The Borrower shall not, and shall not permit any Subsidiary to, at any time, make any purchase or other acquisition (aincluding by way of a dividend received or otherwise and whether in a single transaction or in a series of related transactions) Notwithstanding anything in this Agreement to the contrary, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be of (i) deemed to be in violation any assets of this Agreement or any International Selling Agreement or other Person that, taken together, constitute a business unit, (ii) obligated hereunder any Capital Stock of any other Person if, immediately thereafter, such other Person would be a Subsidiary of the Borrower (iii) any assets of any other Person otherwise not in the ordinary course of business, or under (iv) enter into any International Selling Agreement binding agreement to take perform any action transaction described in clauses (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Forcei), if such violation would arise(ii) or (iii) above which is not contingent on obtaining the consent of the Required Lenders (each transaction described in clauses (i), or such action would be required (ii), (iii) and (iv) above being referred to be takenas an "ACQUISITION"), solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in except that the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent Borrower or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor. Subsidiary may make Acquisitions, provided that: THE BORROWER OR ANY SUBSIDIARY GUARANTOR SHALL HAVE RECEIVED NET CASH PROCEEDS ATTRIBUTABLE TO ONE OR MORE EQUITY ISSUANCES AFTER THE SECOND RESTATEMENT DATE IN AN AGGREGATE AMOUNT GREATER THAN OR EQUAL TO $25,000,000; NO DEFAULT SHALL OR WOULD EXIST IMMEDIATELY BEFORE OR AFTER GIVING EFFECT TO EACH SUCH ACQUISITION AND ALL OF THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE 4 SHALL BE TRUE AND CORRECT AS IF THEN MADE; ON THE DATE OF SUCH ACQUISITION, EBITDA FOR THE FOUR QUARTER TRAILING PERIOD IS GREATER THAN OR EQUAL TO $12,000,000; THE SUM (bTHE "ACQUISITION CONSIDERATION") If, at any time prior to the seventh anniversary of the date of this Agreement, OF (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and THE CASH CONSIDERATION PAID OR AGREED TO BE PAID IN CONNECTION WITH SUCH ACQUISITION PLUS (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(xTHE FAIR MARKET VALUE OF ALL NON-CASH CONSIDERATION PAID OR AGREED TO BE PAID IN CONNECTION WITH SUCH ACQUISITION PLUS (iii) or 6.17(a)(xiAN AMOUNT EQUAL TO THE PRINCIPAL OR STATED AMOUNT OF ALL LIABILITIES ASSUMED OR INCURRED BY ANY LOAN PARTY IN CONNECTION WITH SUCH ACQUISITION SHALL NOT EXCEED $10,000,000 AND THE ACQUISITION CONSIDERATION WITH RESPECT TO SUCH ACQUISITION TOGETHER WITH THE ACQUISITION CONSIDERATION OF ALL OTHER ACQUISITIONS MADE ON OR AFTER THE SECOND RESTATEMENT DATE SHALL NOT EXCEED THE LESSER OF (x) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven$15,000,000 AND (y) AN AMOUNT EQUAL TO THE AGGREGATE AMOUNT OF NET CASH PROCEEDS RECEIVED BY THE BORROWER OR ANY SUBSIDIARY GUARANTOR ATTRIBUTABLE TO ONE OR MORE EQUITY ISSUANCES AFTER THE SECOND RESTATEMENT DATE LESS $25,000,000; THE PERSON OR BUSINESS ACQUIRED IN SUCH ACQUISITION IS IN THE LINE OF BUSINESS; AND THE BORROWER SHALL HAVE DELIVERED TO THE ADMINISTRATIVE AGENT AND EACH LENDER A CERTIFICATE OF A FINANCIAL OFFICER AS TO THE FOREGOING MATTERS CONTAINING CALCULATIONS (IN REASONABLE DETAIL) OF SUCH EBITDA FOR SUCH FOUR QUARTER TRAILING PERIOD AND CALCULATIONS ON A PRO-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundFORMA BASIS AS OF THE DATE OF SUCH ACQUISITION AND FOR THE PERIOD OF THE SUCCEEDING FOUR FISCAL QUARTERS DEMONSTRATING COMPLIANCE WITH THE FINANCIAL COVENANTS CONTAINED IN SECTION 8.14.

Acquisitions. (a) The Borrower will not consummate and will not permit any Subsidiary of the Borrower to consummate any Acquisition unless all of the following conditions are satisfied: (i) both before and after giving effect to such Acquisition and the Loans (if any) requested to be made in connection therewith, the Borrower will be in compliance with Section 7.13(h) and no Default or Event of Default exists or would result therefrom; (ii) as soon as available, but not less than fifteen (15) Business Days prior to such Acquisition, the Borrower shall have provided to Agent a copy of the information provided to the board of directors (or a summary prepared by the chief financial officer in sufficient detail, in Agent's sole discretion, on Acquisitions less than $1,000,000) of Holdings or the Borrower, together with a certificate of Holdings' or the Borrower's chief financial officer attaching a forecast dated as of the date of such Acquisition, updated on a pro forma basis to give effect to such Acquisition and otherwise complying with Section 5.2(e); (iii) the aggregate purchase price paid in connection with such Acquisition permitted hereunder shall not exceed $10,000,000, including Debt and liabilities assumed or incurred in connection therewith; (iv) if such Acquisition is an Acquisition of the capital stock of a Person, the Acquisition is structured so that the surviving entity after the Acquisition is organized under the laws of the United States or a State therein or Canada or any province of Canada (except for Quebec and Newfoundland) and shall become a Wholly-Owned Subsidiary of the Borrower (and a Subsidiary Guarantor pursuant to the terms of this Agreement) and if such Acquisition is an acquisition of assets, the Acquisition is structured so that the Borrower or a Wholly-Owned Subsidiary of the Borrower that is a Subsidiary Guarantor shall acquire such assets; (v) the Borrower shall not, and shall not cause or permit its Subsidiaries to, as a result of or in connection with any such Acquisition, assume or incur any direct or contingent liabilities (whether relating to environmental, tax, litigation, or other matters) that could reasonably be expected, as of the date of such Acquisition, to result in the existence or occurrence of a Material Adverse Effect; (vi) on a pro forma basis after giving effect to such Acquisition (for the twelve month period following such Acquisition), the Fixed Charge Coverage Ratio shall be in compliance with Section 7.23; (vii) the Borrower shall certify (and provide the Agent with a pro forma calculation in form and substance reasonably satisfactory to the Agent) to the Agent and the Lenders that, after giving effect to the Acquisition, Availability is not less than $10,000,000 on a pro forma basis including all consideration given in connection with such Acquisition, other than capital stock of Holdings delivered to the seller(s) in such Acquisition, as having been paid in cash at the time of making such Acquisition; (viii) the Target shall be in the same or similar line of business as the Borrower or its Subsidiaries; and (ix) the Target shall not be projected to contribute more than $25,000,000 of annual revenues of the Borrower during the first year after its acquisition. (b) Notwithstanding anything in this Agreement to the contrary, but subject simultaneously with the closing of any Acquisition financed hereunder (including any Acquisition referred to Section 3.6(b), neither Parent nor any International Parent Distributor shall be in the following clause (ic) deemed to be in violation of this Agreement or Section 7.21) and within thirty (30) days following the closing of any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissionsother Acquisition, economic inducements or other benefits the Agent shall have been granted, for the Sales Force)benefit of Agent and the Lenders, if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged first priority lien on and security interest in the distribution property of financial services products following the date of this Agreement; provided, however, Target that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has is the right under this Agreement or any International Selling Agreement to be the exclusive provider subject of such Product or New Product Acquisition, subject only to such International Parent Distributor. (b) IfPermitted Liens, at any time prior to the seventh anniversary of the date of this Agreementand shall have received, without limitation, (i) Parent acquires a Target Business (as defined the items described in the Acquisition Agreement), of which the net revenues subsection 8.1(g) and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount7.26, and (ii) Parent duly executed UCC financing statements or its Affiliates are permitted amendments to acquire existing financing statements with respect to such Target Business pursuant Target, in form and substance reasonably satisfactory to Sections 6.17(a)(x) or 6.17(a)(xi) the Agent and which, upon filing, shall perfect the first priority security interest of the Acquisition AgreementAgent, then Purchaser through for the Purchaser Insurers benefit of Agent and the Lenders, in such property. In the event owned Real Estate was acquired in connection with such Acquisition, the Agent shall have received, within thirty (30) days following the right during the remainder closing of any Acquisition (except with respect to subclause (z) below such seven-year period requirement to be a provider delivered prior to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, the closing day of any life Acquisition), (x) in the case of owned Real Estate being acquired, a fully executed Mortgage, in form and substance reasonably satisfactory to the Agent together with, in the case of owned Real Estate having a fair market value of at least $1,000,000 (if requested by the Agent), an ALTA lender's title insurance or annuity product policy issued by a title insurer reasonably satisfactory to the Agent, in form and substance and in an amount reasonably satisfactory to the Agent insuring that the Mortgage is distributed a valid and enforceable first priority lien on the respective property, free and clear of all defects, encumbrances and Liens except for Permitted Liens, (y) an environmental site assessment prepared by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisitionqualified firm reasonably acceptable to the Agent, in form and substance reasonably satisfactory to the Agent; provided, that such right shall be (z) and a flood certification in form and substance reasonably satisfactory to the Agent. Assets of the entity subject to any applicable contractual Acquisition permitted hereunder, which would otherwise be a part of the Borrowing Base, shall not be considered part of the Borrowing Base until after the Agent has performed an acceptable field examination with respect to such assets, and in any case, only to the extent set forth in this Agreement. (c) In connection with any Acquisition not otherwise permitted hereunder, the Borrower shall provide the Agent and the Lenders no less than 45 days prior written notice and the Agent and the Lenders hereby agree to use their best efforts to, within 30 days of receipt of complete information relating to such Acquisition as reasonably determined by the Lenders, evaluate such information and determine whether to consent to such Acquisition and such consent shall not be unreasonably withheld provided that no Default or other restrictions by which such Target Affiliated Distributor Event of Default has occurred and is boundcontinuing.

Acquisitions. (a) Notwithstanding anything in this Agreement to the contrary, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be (i) deemed Save for Permitted Acquisitions, the Approved Acquisition, subject to be in violation of this Agreement paragraph (iii) below, the Portuguese Acquisition, the Pxxxxxx Acquisition or any International Selling Agreement acquisition pursuant to a Permitted Sale and Leaseback, Permitted Transaction, the Proposed Tax Restructuring or exchange of assets permitted under Clause 22.6(c) (Disposals), no Obligor will, and each Obligor will procure that none of its Subsidiaries will, acquire any business or acquire the whole or substantially the whole of the assets of any person or enter into any agreement so to do without the prior written consent of the Majority Lenders; (ii) obligated hereunder No Obligor will, and each Obligor will procure that none of its Subsidiaries will, lease (or under otherwise acquire the use of) any International Selling Agreement premises other than in the ordinary course of business or pursuant to take any action a Permitted Sale and Leaseback; and (including to iii) United Biscuits Iberia, S.L. may only make any adjustment to commissions, economic inducements the Portuguese Acquisition if the following conditions are satisfied: (A) no Event of Default or other benefits for the Sales Force), if such violation would arise, Potential Event of Default has occurred and is continuing or such action would be required to be taken, solely will occur in each case as a result of Parent the implementation and of such Portuguese Acquisition; (B) such Portuguese Acquisition is funded with the proceeds of the 2004 Bonds and is made for a purchase price of approximately €40,000,000 (excluding transaction costs); (C) the Agent receives the following upon the Portuguese Escrow Release Date (provided that with respect to paragraphs (1) and (2), to the extent that Portuguese Security Documentation would be rendered ineffective, illegal or one unenforceable by the Portuguese Merger, the Agent receives the items specified in such paragraphs (1) and (2) on the date that is the earlier of its Affiliates acquiring assets such Portuguese Merger and 4 months after the Portuguese Escrow Release Date): (1) legal opinions, satisfactory to the Agent, as to matters of Spanish and Portuguese law and the laws of any other relevant jurisdiction, as required, in relation to Portuguese Security Documentation; (2) certified copies of the Constitutional Documents (or a business certificate confirming that the Constitutional Documents delivered pursuant to the Original Senior Facilities Agreement remain in effect in such form unamended) and corporate authorities for each Group Company entering into the Portuguese Security Documentation; (3) certified copies of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product Constitutional Documents (or a New Product offered by a Purchaser Insurer if certificate confirming that the Constitutional Documents delivered pursuant to the Original Senior Facilities Agreement remain in effect in such Purchaser Insurer has form unamended) and corporate authorities for each Group Company entering into documents relating to the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor.Portuguese Acquisition; (b4) If, at any time prior a certificate confirming that all conditions precedent to all documentation relating to the seventh anniversary Portuguese Acquisition have been satisfied and/or waived and that the Portuguese Acquisition has been consummated substantially in accordance with the acquisition documents relating to the Portuguese Acquisition and that no amendments, modifications or waivers which would be prejudicial to the Lenders in any material respect have been made to the acquisition documents after signing without the prior written consent of the date of this AgreementAgent; (5) confirmation that all governmental, (i) Parent acquires a Target Business (as defined in shareholder and third party consents, approvals, authorisations, licences, exemptions, filings, notarisations, registrations and regulatory clearances necessary to carry out the Portuguese Acquisition Agreement), of which the net revenues have been obtained and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) all applicable waiting periods have expired without any actions to affect any aspect of the Portuguese Acquisition Agreement, and, having been taken; (6) confirmation of the structure finally selected for the avoidance of doubtPortuguese Acquisition, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, applicable Spanish thin capitalisation rules and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) the structure of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such sevenGroup post-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, and (7) confirmation that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is bound.the Parent has carefully considered all the due diligence carried out in connection with the Portuguese Acquisition and that:

Acquisitions. None of the Obligors will, nor will it cause or permit any of its Restricted Subsidiaries to, acquire any business, and the related assets, of any other Person (a) Notwithstanding anything in this Agreement to the contrarywhether by way of purchase of assets or stock, but subject to Section 3.6(bby merger or consolidation or otherwise), neither Parent nor any International Parent Distributor shall be unless: (i) deemed to be the aggregate Purchase Price of all such Acquisitions (other than any such Acquisition where the sole consideration consists of Capital Stock (other than Disqualified Stock) of the Issuer) shall not, as at any date, exceed the sum of $2,000,000 PLUS the aggregate amount of Capital Stock (other than Disqualified Stock) issued in violation of this Agreement or any International Selling Agreement or connection with such Acquisition; (ii) obligated hereunder each such Acquisition by the Issuer or under any International Selling Agreement Restricted Subsidiary (if by purchase of assets, merger or consolidation) shall be effected in such manner so that the acquired business, and the related assets, are owned either by the Issuer or a Wholly Owned Restricted Subsidiary of the Issuer and, if effected by merger or consolidation involving the Issuer, the Issuer shall be the continuing or surviving entity and, if effected by merger or consolidation involving a Wholly Owned Restricted Subsidiary of the Issuer, the continuing or surviving entity shall be a Wholly Owned Restricted Subsidiary of the Issuer; (iii) each such Acquisition by the Issuer or any Restricted Subsidiary (if by purchase of stock) shall be effected in such manner so that the acquired entity becomes a Wholly Owned Restricted Subsidiary of the Issuer; (iv) after giving effect to take each such Acquisition by the Issuer or any action Restricted Subsidiary, the Issuer shall be in compliance with Section 6.13 (including the determination of such compliance to make any adjustment to commissionsbe calculated on a pro forma basis, economic inducements or other benefits using assumptions that the Issuer in good faith believes are fair, accurate and reasonable at the time, and in which assumptions the Administrative Agent concurs) (A) as at the end of and for the Sales Force), if such violation would arise, or such action would be required period of four fiscal quarters most recently ended prior to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; providedsuch Acquisition for which financial statements of the Issuer and its Restricted Subsidiaries are available and (B) on a projected basis until the date six months after the Maturity Date (using assumptions that the Issuer in good faith believes are fair, howeveraccurate and reasonable at the time, and in which assumptions the Administrative Agent concurs), in each case under the assumption that nothing such Acquisition shall have occurred, and any Indebtedness in this Section 3.6(a) connection therewith shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor. (b) Ifhave been incurred, at any time prior the beginning of the applicable period, and under the NOTE AND GUARANTEE AGREEMENT assumption that interest for such period had been or will be equal to the seventh anniversary of actual weighted average interest rate in effect for the Notes hereunder on the date of this Agreementsuch Acquisition) and, (i) Parent acquires a Target Business (as defined in the event that the aggregate consideration in respect of such Acquisition Agreementshall exceed $5,000,000, the Issuer shall have delivered to the Administrative Agent a certificate of a Financial Officer showing calculations in reasonable detail to demonstrate compliance with this subclause (iv), ; (v) each such Acquisition is consummated with the consent of which the net revenues and net earnings board of directors (in each case, calculated in a manner consistent with Section 6.17(a)(xor the equivalent entity) of the Person being acquired; and (vi) immediately prior to each such Acquisition Agreementand after giving effect thereto, and, for the avoidance no Default or Event of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers Default shall have the right during the remainder of such seven-year period to occurred and be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundcontinuing.

Acquisitions. Without the consent of each Lender the Company will not, and will not permit its Subsidiaries to, acquire all or substantially all of the assets or capital stock of another Person (as used in this Section 7.6, an "Acquisition") other than the Lavalife Acquisition unless; (a) Notwithstanding anything the aggregate amount of cash and noncash consideration (including Indebtedness assumed by the Company or any Subsidiary but excluding any equity securities issued by the Company or such Subsidiary in this Agreement connection with such transaction) paid by the Company and its Subsidiaries shall not exceed $25,000,000 for any single such Acquisition or related series of Acquisitions other than the Lavalife Acquisition; (b) the aggregate amount of cash and non-cash consideration (including any Indebtedness assumed by the Company or any Subsidiary but excluding any equity securities issued by the Company or such Subsidiary in connection with such transaction) paid by the Company and its Subsidiaries for all Acquisitions during any fiscal year shall not exceed $50,000,000 (exclusive of the Lavalife Acquisition); (c) the board of directors of the target entity ("Target") shall have approved such Acquisition (to such extent such board approval is required) and the contrary, but subject Target shall have had Cash EBITDA of not less than negative $5,000,000 for the 12 months preceding the Acquisition; (d) the Company shall have provided each Lender with such historical and pro forma financial information with respect to Section 3.6(b), neither Parent nor such Acquisition as any International Parent Distributor Lender (through the Agent) shall reasonably request; (e) after giving effect to such Acquisition the Company shall be in pro forma compliance with all of the financial covenants contained in Section 7 hereof; (f) after giving effect to such Acquisition and for a period of 90 days thereafter there shall be Unused Availability hereunder in a minimum equal to 20% of the difference between (i) deemed to be in violation of this Agreement or any International Selling Agreement or Total Commitment less (ii) obligated hereunder any Reserve then in effect; and (g) no Default shall have occurred and be continuing or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely occur as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent DistributorAcquisition. (b) If, at any time prior to the seventh anniversary of the date of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is bound.

Acquisitions. Make any Acquisition, except that Borrower or any Subsidiary may make any Acquisition, unless otherwise prohibited by Section 8.18, if: (a) Notwithstanding anything in this Agreement such Acquisition relates to the contrary, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be Business and has been approved in good faith by (i) deemed the Board of Directors of Borrower to be in violation the extent required by the bylaws or other organizational documents of this Agreement or any International Selling Agreement or the Borrower, (ii) obligated hereunder or under any International Selling Agreement to take any action the Board of Directors of the entity that is the acquiror and (including to make any adjustment to commissions, economic inducements iii) the Board of Directors or other benefits for organizational governance body of the Sales Force), if such violation would arise, acquired entity or such action would be required the Board of Directors or other organizational governance body of the other parties to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged the joint venture (in the distribution case of financial services products following the date of this Agreement; provided, however, that nothing Acquisitions in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor.joint venture); (b) If, at any time prior no Default or Event of Default exists or would exist after giving effect to such Acquisition; (c) after considering the seventh anniversary pro forma position of the date of this AgreementConsolidated Entities subsequent to such Acquisition, (i) Parent acquires a Target Business (as defined the Borrower will continue to be in compliance with the Acquisition Agreement), of which the net revenues and net earnings (financial covenants contained in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amountArticle IX, and the chief financial officer of Borrower has delivered a Compliance Certificate to Lender demonstrating such compliance; (iid) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period assets to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right acquired shall not be subject to any applicable contractual Lien or encumbrance, except Permitted Liens; (e) the Borrower shall have furnished Lender with such additional documents and information (including without limitation appraisals and environmental reports), in each case at the Borrower's sole cost, as the Lender shall have reasonably requested in connection with such Acquisition; (f) with respect to Acquisitions of Wholly-Owned Subsidiaries only, and not Acquisitions in joint ventures, the Borrower has complied with Section 7.09 (unless such Acquisition transaction shall comply with the provisions of clause (ii) of the last sentence of Section 8.18); and (g) for any Acquisition pursuant to which the Borrower or the Subsidiaries making such Acquisition pays more than $15,000,000 in consideration (including the incurrence, continuance or assumption of Debt) in any Fiscal Year or if, after giving effect to the consummation of such Acquisition, the Borrower or the Subsidiaries will have paid more than an aggregate of $35,000,000 in consideration (including the incurrence, continuance or assumption of Debt) with respect to such Acquisition and all other restrictions by which Acquisitions consummated during any Fiscal Year, such Target Affiliated Distributor is boundAcquisition shall have received the prior written consent of the Lender, and the conditions set forth in clauses (a) through (f) of this Section shall have been satisfied.

Acquisitions. Not, and not permit any Subsidiary to, make any Acquisition other than Acquisitions that meet the following requirements (each a “Permitted Acquisition”); (a) Notwithstanding anything in this Agreement to the contrary, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be (i) deemed business or Person to be in violation of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged acquired is in the distribution same or substantially similar line of financial services products following business as the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor.Borrower; (b) Ifif such Acquisition is structured as a merger involving the Borrower or a Guarantor, at any time prior to the seventh anniversary Borrower or such Guarantor shall be the surviving entity and the Borrower or such Guarantor shall acquire 100% of the date acquired entity; (c) no Event of this Agreement, Default or Unmatured Event of Default shall exist or result from such Acquisition; (d) such Acquisition is not actively opposed by the Governing Body of the selling Persons or the Persons whose Equity Interests are to be acquired; (e) (i) Parent acquires after giving effect to such Acquisition, the Borrower has a Target Business (as defined in the Acquisition Agreement), pro forma cash balance of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amountat least $100,000,000, and (ii) Parent if the Acquisition is for aggregate consideration of more than $50,000,000, the Borrower shall have delivered to the Administrative Agent, at least 10 Business Days prior to such Acquisition (or such shorter period as the Administrative Agent may agree in its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(xsole discretion) or 6.17(a)(xi) to, a certificate of a Responsible Financial Officer of the Acquisition AgreementBorrower demonstrating, then Purchaser through to the Purchaser Insurers shall have satisfaction of the right during Administrative Agent, (A) pro forma compliance with each of the remainder financial covenants set forth in Section 10.7 (as of the last day of the most recently ended Fiscal Quarter and giving pro forma effect to such seven-Acquisition), (B) the pro forma Total First Lien Leverage Ratio (as of the last day of the most recently ended Fiscal Quarter and giving pro forma effect to such Acquisition) is not greater than 4.00 to 1.00, and (C) audited financial statements for the most recently completed fiscal year period of the Person to be acquired, prepared by a provider nationally recognized accounting firm; and (f) any newly created or acquired Subsidiary or property shall, to each Target Affiliated Distributorthe extent required by Section 10.19, if any, on become a non-exclusive Level Playing Field basis, Guarantor and any acquired assets become part of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisitionthe Collateral; provided, that the aggregate amount of consideration paid by or on behalf of the Borrower and its Subsidiaries in respect of a Person that does not become a Guarantor or in respect of assets that will not become assets of the Borrower or a Guarantor shall not exceed $100,000,000 in the aggregate for all such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundAcquisitions.

Acquisitions. Borrower will not, and will not permit any ------------ of its Subsidiaries to, make any Acquisition, except that Borrower and the other Credit Parties may make Acquisitions of any assets or Person (the "Target") (in ------ each case a "Permitted Acquisition"), subject to the satisfaction of each of the --------------------- following conditions: (a) Notwithstanding anything in this Agreement to the contrary, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor such Permitted Acquisition shall be only involve assets (i) deemed to be located in violation the United States or consisting of this Agreement or any International Selling Agreement or Stock of a corporation incorporated in the United States and conducting business in the United States, and (ii) obligated hereunder comprising a health care business, or under assets with which to conduct a health care business, or 100% of the capital Stock of a Person conducting a health care business; (b) such Permitted Acquisition shall be consensual and shall have been approved by the Target's board of directors, if a corporation, and otherwise by such other body or Person as shall have the necessary authority to so approve; (c) the aggregate of (i) the cash consideration paid by Borrower or any International Selling Agreement of the other Credit Parties in respect of such Permitted Acquisition, (ii) the principal amount of any Indebtedness incurred by Borrower or any other Credit Party in connection with such Permitted Acquisition (without duplication as to take any action (including to make any adjustment to commissions, economic inducements Revolving Credit Advance or other benefits for Indebtedness incurred to fund any of the Sales Force)cash consideration included in clause (i) and excluding any "earn out" obligation permitted pursuant to paragraph (e) below, if to the extent that such violation would arise, or such action would be obligation is not required to be taken, solely reflected as a result liability on a consolidated balance sheet of Parent or one of its Affiliates acquiring assets or a business Borrower in accordance with GAAP), (iii) the amount of any Person engaged Indebtedness of the Target that, immediately after the consummation of such Permitted Acquisition, would be reflected on a consolidated balance sheet of Borrower in accordance with GAAP, and (iv) the amount of the Target's working capital deficit (i.e., the excess, if any, of the Target's current liabilities ---- (excluding the current portion of long term debt) over its current assets) that, immediately after the consummation of such Permitted Acquisition, would be reflected on a consolidated balance sheet of Borrower in accordance with GAAP, shall not exceed $2,000,000 with respect to each Permitted Acquisition or $4,000,000 in the distribution of financial services products following the date of this Agreementaggregate for all such Permitted Acquisitions during any Fiscal Year; provided, however, that nothing in this for so long as Borrower's EBITDA for the -------- ------- Rolling Four Quarter Period for which Borrower has most recently provided a Compliance Certificate to the Administrative Agent pursuant to Annex F equals or ------- exceeds $15,000,000, Borrower may apply the Net Cash Proceeds of asset sales permitted pursuant to Section 3.6(a6.08 to such Permitted Acquisition, to the extent ------------ not required by Section 5.13(c), (d) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement (e) to be applied to the exclusive provider of such Product or New Product Loans in --------------- --- --- accordance with Sections 1.04(f)(i) and (g) hereof, in addition to such International Parent Distributorany amounts ------------------- --- otherwise permitted by the foregoing dollar limitations. (bd) If, at the aggregate consideration paid by Borrower or any time prior to the seventh anniversary of the date other Credit Parties in respect of this Agreementsuch Permitted Acquisition, including (i) Parent acquires a Target Business the consideration described in paragraph (as defined c) above, plus (ii) the value of any Stock ---- issued by Borrower in connection with such Permitted Acquisition, shall not exceed $5,000,000 with respect to each Permitted Acquisition or $15,000,000 in the aggregate for all such Permitted Acquisitions during any Fiscal Year; (e) the consideration payable in respect of such Permitted Acquisition Agreement)does not include any "earn out" or other contingent payment obligation, unless such "earn out" or other contingent payment obligation: (i) is an obligation solely of which the net revenues Borrower, and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) is not guaranteed by any Subsidiary of the Acquisition Agreement, Borrower; is unsecured; and, for when aggregated with any other such obligation then outstanding, does not cause the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amountmaximum amounts payable under all such obligations to exceed $5,000,000, and (ii) Parent is calculated solely with reference to increases in the Target's EBITDA over that historically achieved by the Target and does not exceed the amount of any such increase; (f) at the time of such Permitted Acquisition, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (g) such Permitted Acquisition shall be permitted under the terms of the Bridge Note Purchase Agreement or the Senior Subordinated Note Agreement, whichever is then outstanding; (h) the Target shall not have incurred an operating loss for the trailing twelve-month period preceding the date of the Permitted Acquisition, as determined based upon the Target's financial statements for its Affiliates are permitted most recently completed fiscal year and its most recent interim financial period completed within sixty (60) days prior to acquire the date of consummation of such Permitted Acquisition; (i) the business, assets and Stock acquired in such Permitted Acquisition shall each be free and clear of all Liens (other than Permitted Liens); (j) Borrower shall have performed a review of the financial statements of the Target Business and shall have determined that such financial statements present fairly in all material respects the financial position and results of operations of the Target as of the dates and for the periods covered by such financial statements; (k) Borrower shall have performed a due diligence review of the Target in a prudent manner and, based on such review, shall have determined that there is no regulatory or other issue in respect of the Target that could reasonably be expected materially and adversely to affect the ongoing operations of the Target; (l) Borrower shall have delivered to the Administrative Agent not less than 15 days prior to the consummation of the Permitted Acquisition: (i) a certificate of a Responsible Financial Officer of Borrower to the effect set forth in paragraphs (a)-(k) above, together with such supporting documentation as the Administrative Agent or the Required Lenders shall reasonably request; (ii) a five year projection of the balance sheet, income statement and cash flow statement of the Target; (iii) a pro forma Compliance Certificate, as of the date and for --------- the period covered by the most recent Compliance Certificate required to be delivered to the Administrative Agent pursuant to Sections 6.17(a)(xAnnex F, prepared on a ------- pro forma basis as if (A) the Permitted Acquisition had occurred on the --------- first day of such period, (B) any sale or 6.17(a)(xiother disposition of Stock or assets occurring after the first day of such period, but on or before the date on which such Compliance Certificate is delivered, had occurred on the first day of such period; (C) any Indebtedness to be incurred by Borrower in connection with the Permitted Acquisition had been incurred as of the first day of such period, and (D) any Indebtedness to be repaid in connection with such Permitted Acquisition Agreementhad been repaid as of the first day of such period; (iv) a copy of the definitive agreement for such Acquisition (or the latest draft thereof), then Purchaser together with all exhibits and schedules thereto; and (v) a certificate of a Responsible Financial Officer of Borrower to the effect that: (1) the Credit Party effecting the proposed Permitted Acquisition will be Solvent upon the consummation of the Permitted Acquisition; (2) Borrower's average daily Excess Borrowing Availability for the most recent month-end for which Borrower is required to deliver a Borrowing Base Certificate hereunder would have exceeded $4,000,000 on a pro forma basis (giving effect to such Permitted Acquisition and any --------- Revolving Credit Advance funded in connection therewith as if made on the first day of such period, but without including in the Borrowing Base any Eligible Accounts of the Target unless the Administrative Agent has reviewed such Eligible Accounts and, in its reasonable judgment, found them to be of similar quality to the Eligible Accounts of the Credit Parties) and such Excess Borrowing Availability of $4,000,000 (determined on the same basis) shall continue through and including the Purchaser Insurers date of consummation of such Permitted Acquisition; and (3) based on the Compliance Certificate most recently delivered to the Administrative Agent pursuant to Annex F and the pro forma Compliance Certificate delivered to ------- --------- the Administrative Agent pursuant to clause (iii) above, Borrower will be in compliance with the financial covenants set forth in Annex G after ------- giving effect to the Permitted Acquisition; (m) Borrower shall have delivered to the right during Administrative Agent not less than three Business Days prior to the remainder consummation of the proposed Acquisition (if not previously delivered pursuant to paragraph (l)(iv) above), a copy of the definitive agreement for such seven-year period to be a provider to each Target Affiliated DistributorAcquisition, if any, on a non-exclusive Level Playing Field basis, of together with all exhibits and schedules thereto; (n) Neither Borrower nor any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right other Credit Party shall be subject to a confidentiality agreement with respect to the proposed Acquisition that shall prohibit Borrower or such Credit Party from making available to the Administrative Agent, its counsel and the Lenders any applicable contractual information regarding the Target or the proposed Acquisition; (o) within 30 days after the date of such Permitted Acquisition, Borrower shall comply with the requirements of Section 5.14 hereof; and ------------ (p) on or before the date of such Permitted Acquisition, the Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent, all opinions, certificates, lien search results and other restrictions documents reasonably requested by which such Target Affiliated Distributor is boundthe Administrative Agent; provided, however, that Borrower may consummate the proposed Acquisition of -------- ------- Summa Health Care Group, Inc., substantially on the terms and conditions set forth in the Summa Merger Agreement, without regard to the foregoing provisions of this Section 6.01 other than those set forth in paragraphs (f), (g), (i), ------------ (m), (n) and (o) above.

Acquisitions. (a) Notwithstanding anything in this Agreement to the contraryThe Borrower shall not, but subject to Section 3.6(b)and shall not permit any of its Subsidiaries to, neither Parent nor any International Parent Distributor shall be (i) deemed to be in violation of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this AgreementAcquisitions; provided, however, that nothing in this Section 3.6(a) if immediately prior to and after giving effect to the proposed Acquisition there shall limit not exist a Default or restrict any obligations that Parent Event of Default, the Borrower or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered of its Subsidiaries may make Acquisitions so long as (a) such Acquisition shall not be opposed by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be board of the exclusive provider directors of such Product or New Product to such International Parent Distributor. the Person being acquired, (b) Ifif the Acquisition Consideration for such Acquisition is greater than or equal to $25,000,000, the Lenders shall have received written notice thereof at any time least 5 Business Days prior to the seventh anniversary of the date of this Agreementsuch Acquisition, together with a Compliance Certificate setting forth the covenant calculations both immediately prior to and after giving effect to the proposed Acquisition, but calculated to exclude any increases in EBITDA which would be the result of any expenses that the Borrower projects to be eliminated by such proposed Acquisition, (c) the assets, property or business acquired shall be primarily in the business described in Section 4.1(d) hereof, (d) if such Acquisition results in a Subsidiary which is to be a Guarantor, (i) Parent acquires such Subsidiary shall execute a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, Subsidiary Guaranty and (ii) Parent or its Affiliates are permitted to acquire the Administrative Agent on behalf of the Lenders shall receive such Target Business board resolutions, officer's certificates and opinions of counsel as the Administrative Agent shall reasonably request in connection with such Acquisition; and (e) the aggregate Acquisition Consideration for all Non-Guarantors, together with Investments in Non-Guarantors (calculated as provided in Section 7.4(f) hereof) and other Investments (calculated as provided in Section 7.4(g) hereof) pursuant to Sections 6.17(a)(xSection 7.4(g) or 6.17(a)(xihereof, shall not exceed an amount equal to the sum of (i) $7,000,000 plus (ii) 10% of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of Net Worth at any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundtime.

Acquisitions. (a) Notwithstanding anything in this Agreement Prior to consummating any Permitted Acquisition, the Borrower shall have delivered to the contraryAgent (in form and detail satisfactory to each Bank and in sufficient copies for each Bank) a written request for such Permitted Acquisition, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be together with the following: (i) At least fifteen (15) days prior to the consummation of such Permitted Acquisition, a description of the substantive terms and conditions thereof and certified copies of (A) the executed letter of intent or a memorandum of understanding, (B) the most recent drafts of the purchase or acquisition agreement (including all exhibits attached thereto) relating to such Permitted Acquisition, together with copies of business plans, financing sources, financial projections and budgets and (C) a description of the differences between the Model Documents and the actual Transactional Documents relating to such Permitted Acquisition; (ii) an officer's certificate, executed by a Responsible Officer, certifying that immediately before and after giving effect to such Permitted Acquisition (A) no Default has occurred and is continuing or will exist, (B) that the Borrower will be in compliance with each of the financial ratios specified in Section 6.14 hereof, together with a reasonably detailed worksheet setting forth the calculation of such ratios and (C) that the Borrower will be in compliance with Section 6.15 hereof (including all of the disclosure requirements set forth therein); and (iii) copies of the executed purchase or acquisition agreement, certified by a Responsible Officer, as soon as such agreement is executed and delivered by the parties thereto. (b) The Agent and each Bank may accept or reject any request of the Borrower for a Permitted Acquisition under Section 6.12(a) hereof in their sole and absolute discretion within fifteen (15) days after receipt thereof and the failure by the Agent or a Bank to respond to such a request shall be deemed to be in violation of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreementrejection thereof; provided, however, that nothing in this Section 3.6(a) shall limit or restrict with respect to any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor. Permitted Acquisition (b) If, at any time prior to the seventh anniversary so long as all of the date definitional requirements of this Agreementthe term "Permitted Acquisition" are met), (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), aggregate purchase price of which is less than $3,000,000, the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) approval of the Acquisition Agreement, and, for Agent and the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, Banks shall not be required and (ii) Parent or its Affiliates are permitted the aggregate purchase price of which is equal to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) and greater than $3,000,000 but less than $5,000,000, the approval of the Agent and the Banks shall not be required so long as all of the following conditions are met: (A) the target entity which is the subject of the Permitted Acquisition Agreementis engaged in a business similar to the Borrower's Business; (B) the aggregate purchase price is less than 600% of the Operating Cash Flow of the target entity; (C) the sum of the cash and debt portions of the aggregate purchase price does not exceed 350% of the Operating Cash Flow of the target entity; (D) no Default or Event of Default has then occurred and is continuing and no Default or Event of Default will occur after giving effect to such Permitted Acquisition; and (E) each of the Transactional Documents relating to such Permitted Acquisition conforms in all material respects to the applicable Model Document. (c) Prior to consummating Capital Expenditures in excess of $5,000,000 in the aggregate during any fiscal year of the Borrower, then Purchaser through computed on a cumulative consolidated basis, the Purchaser Insurers Borrower shall have delivered to the right during Agent (in form and detail satisfactory to each Bank and in sufficient copies for each Bank) a written request for such Capital Expenditure, together with the remainder following: (i) At least fifteen (15) days prior to the consummation of such seven-year period Capital Expenditure, a description of the substantive terms and conditions thereof, including a list of items being purchased and the source of funds for such Capital Expenditure; (ii) an officer's certificate, executed by a Responsible Officer, certifying that immediately before and after giving effect to such Capital Expenditure (A) no Default has occurred and is continuing or will exist and (B) that the Borrower and its Subsidiaries, on a consolidated basis, will be in compliance with each of the financial ratios specified in Section 6.14 hereof, together with a reasonably detailed worksheet setting forth the calculation of such ratios; and (iii) copies of the executed purchase agreement relating to such Capital Expenditure, certified by a Responsible Officer, as soon as such agreement is executed and delivered by the parties thereto. The Agent and each Bank may accept or reject any such request in their sole and absolute discretion within 30 days after receipt thereof. The failure by the Agent or a Bank to respond to such a request shall be deemed to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundrejection thereof.

Acquisitions. The Borrower shall procure that no Collateral Owner will make any acquisition or investment without the prior written consent of all Lenders (such consent not to be unreasonably withheld or delayed) save for the purchase of any Collateral Vessel or Replacement Vessel (provided that no Collateral Owner shall own more than one Collateral Vessel or Replacement Vessel (as the case may be) at any one time). 12.1.27 "Know your customer" checks If: (a) Notwithstanding anything in this Agreement to the contrary, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be (i) deemed to be in violation introduction of this Agreement or any International Selling Agreement change in (or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following interpretation, administration or application of) any law or regulation made after the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor. (b) If, at any time prior to change in the seventh anniversary status of the Borrower after the date of this Agreement; or (c) a proposed assignment or transfer by a Lender of any of its rights and obligations under this Agreement to a party that is not a Lender prior to such assignment or transfer, obliges the Agent or any Lender (i) Parent acquires a Target Business (as defined or, in the Acquisition Agreement)case of (c) above, of which any prospective new Lender) to comply with "know your customer" or similar identification procedures in circumstances where the net revenues and net earnings (necessary information is not already available to it, or in each caseany other situation whereby the Agent or any Lender is or becomes obliged to satisfy any "know your customer" requirements or similar identification procedures, calculated in a manner consistent with Section 6.17(a)(x) the Borrower shall promptly upon the request of the Acquisition AgreementAgent or any Lender supply, andor procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender for itself (or, in the case of (c) above, on behalf of any prospective new Lender) in order for the avoidance of doubtAgent or that Lender (or, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreementcase of (c) are more than a de minimis amountabove, any prospective new Lender) to carry out and (ii) Parent be satisfied it has complied with all necessary "know your customer" or its Affiliates are permitted to acquire such Target Business other similar checks under all applicable laws and regulations pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) the transactions contemplated in the Finance Documents including, without limitation, obtaining, verifying and recording certain information and documentation that will allow the Agent and any Lender to identify each Security Party in accordance with the requirements of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundPATRIOT Act.

Acquisitions. No Credit Party shall, nor permit its Restricted Subsidiaries to, acquire all of Capital Stock or all or substantially all of the assets of any Person or any business or business unit of such Person other than a purchase or acquisition that complies with the following (each, a "Permitted Acquisition"): (a) Notwithstanding anything in this Agreement the lines of business of the Person to be (or the contrary, but subject property and assets of which are to Section 3.6(b), neither Parent nor any International Parent Distributor be) so purchased or otherwise acquired shall be (i) deemed to be in violation substantially the same lines of this Agreement business as one or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for more of the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result principal businesses of Parent or one of the Borrower and its Affiliates acquiring assets or a business of any Person engaged Subsidiaries in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit ordinary course or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor.reasonably related thereto; (b) Ifsuch purchase or other acquisition shall not include or result in any contingent liabilities that could reasonably be expected to be material to the business, at financial condition, operations or prospects of the Borrower and its Restricted Subsidiaries, taken as a whole (as determined in good faith by the Board); (c) the total cash and noncash consideration (including, without limitation, the fair market value of all Capital Stock issued or transferred to the sellers thereof (other than consideration consisting of common stock of the Borrower in connection with an Investment made by an Unrestricted Subsidiary), 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 assets and reserves for liabilities with respect thereto and all assumptions of debt, liabilities and other obligations in connection therewith) paid by or on behalf of the Borrower and its Restricted Subsidiaries for any time such purchase or other acquisition, when aggregated with the total cash and noncash consideration paid by or on behalf of the Borrower and its Restricted Subsidiaries for all other purchases and other acquisitions made by the Borrower and its Restricted Subsidiaries pursuant to this Section 7.10 (together with the aggregate amount invested under Section 7.04(g)(iii)), shall not exceed the sum of (i) $10,000,000, (ii) the aggregate amount of cash received (up to the aggregate amount of Investments in Unrestricted Subsidiaries made by the Credit Parties prior to the seventh anniversary date of receipt of such cash) by the Credit Parties from Unrestricted Subsidiaries from the repayment or prepayment of any Indebtedness owed by an Unrestricted Subsidiary or as a divided or distribution in respect of the date Capital Stock of this Agreement, an Unrestricted Subsidiary and (iiii) Parent acquires a Target Business the aggregate amount of Excess Cash Flow (as defined in the Acquisition AgreementSenior Credit Facility) not required to prepay the Senior Debt (provided that such $10,000,000 limit shall not include contributions by the Borrower of its common stock to any wholly owned Subsidiary that is not a Credit Party); (1) immediately before such purchase or acquisition, the entity being purchased or acquired shall be EBITDA positive; (2) immediately before and immediately after giving pro forma effect to any such purchase or other acquisition, no Event of which Default shall have occurred and be continuing, (3) immediately after giving effect to such purchase or other acquisition, the net revenues Borrower and net earnings (its Restricted Subsidiaries shall be in each case, calculated in a manner consistent pro forma compliance with Section 6.17(a)(x) all of the Acquisition Agreementcovenants set forth in Section 6.12, such compliance to be determined on the basis of the financial statements most recently delivered pursuant to Section 6.04 most recently delivered to the Holders as though such purchase or other acquisition had been consummated as of the first day of the fiscal period covered thereby, (4) the Funded Leverage Ratio of the Borrower and its Restricted Subsidiaries, taken as a whole, will be reduced as a result of such purchase or acquisition; and (5) any Indebtedness assumed in connection with such purchase or acquisition shall be subordinated to the Debentures and, for when aggregated with the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined total Indebtedness assumed by the Borrower in connection with all other purchases and acquisitions made by the Acquisition Agreement) are more than a de minimis amount, Borrower and (ii) Parent or its Affiliates are permitted to acquire such Target Business Restricted Subsidiaries pursuant to Sections 6.17(a)(xthis Section 7.10, shall not exceed $25,000,000; and (e) the Borrower shall have delivered to the Holders at least five Business Days prior to the date on which any such purchase or 6.17(a)(xi) other acquisition is to be consummated, a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Representative, certifying that all of the Acquisition Agreement, then Purchaser through requirements set forth in this Section 7.10 have been satisfied or will be satisfied on or prior to the Purchaser Insurers shall have the right during the remainder consummation of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual purchase or other restrictions by which such Target Affiliated Distributor is boundacquisition.

Acquisitions. The Borrower will not, and will not permit any Restricted Subsidiary to, acquire by purchase or merger (a) Notwithstanding anything in this Agreement the power to direct or cause the contrary, but subject to Section 3.6(bdirection of the management and policies of any other Person (other than the Borrower or any Subsidiary), neither Parent nor directly or indirectly, whether through the ownership of voting securities or by contract or otherwise or (b) more than 20% of the capital stock or other equity interest of any International Parent Distributor shall be such other Person or all or substantially all of the assets or Properties of any such other Person (the events described in clauses (a) and (b) of this Section 10.13 herein referred to as "Acquisitions"), except that the Borrower or any Subsidiary may make such Acquisitions if: (i) deemed the aggregate cash consideration paid for such Acquisitions does not exceed an amount equal to: (A) $40,000,000 plus (B) the net cash proceeds from any equity issuance of the Borrower made within the preceding period commencing upon the later of the Closing Date or the date twenty-four (24) months prior to, any such Acquisition (except (x) any proceeds from the sale of such equity to be a Subsidiary, (y) any proceeds from the issuance of common stock of the Borrower or a Restricted Subsidiary in violation of this Agreement connection with any employee stock ownership plan or any International Selling Agreement management stock incentive plan, and (z) any proceeds from the issuance of shares in connection with the conversion of a convertible debt security issued prior to the Closing Date) minus the sum of all (y) the amount of all Debt incurred by the Borrower or such Restricted Subsidiary to the seller in such Acquisition to pay a portion of the purchase price therefor and (z) Restricted Payments during such computation period; (provided that, notwithstanding the limitations of Section 10.13(i), the Borrower or any Restricted Subsidiary may participate in an exchange of stock (C) any assumed Debt; (ii) obligated hereunder prior to and immediately after making such Acquisition, no Default or under any International Selling Agreement to take any action Event of Default has occurred and is continuing or would exist; and (including to make any adjustment to commissions, economic inducements iii) in the case of the purchase of the capital stock or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business equity interest of any such other Person, such Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor. (b) If, at any time prior to the seventh anniversary of the date of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is bounddesignated a Restricted Subsidiary.

Acquisitions. The Company shall not, and shall not permit any of its Subsidiaries to, make, in one or more transactions: (a) Notwithstanding anything in this Agreement to the contrary, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be Acquisition of Domestic Subsidiaries unless (i) deemed no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Acquisition, (ii) the sum of (A) the aggregate Acquisition Consideration (other than capital stock of the Company) (including, without limitation, costs associated with Pooling Acquisitions) for such Acquisitions, plus (B) the Capital Expenditures paid or incurred in connection with such Acquisitions, shall not exceed in aggregate amount during each fiscal year, 15% of Tangible Net Worth of the Company immediately prior to any such Acquisition, and (iii) such Domestic Subsidiary (other than Acquisition Subsidiaries), concurrently with its being acquired, executes a Subsidiary Guaranty and delivers to the Administrative Lender corporate resolutions, articles of incorporation, bylaws, a certificate of incumbency and, if requested by the Administrative Lender, an attorney's opinion, each in form and substance satisfactory to the Administrative Lender; and (b) any Acquisitions of Foreign Subsidiaries (i) which do not concurrently with such Acquisition execute a Subsidiary Guaranty provided that (A) no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Acquisition, (B) the aggregate Acquisition Consideration (other than capital stock of the Company) for such Acquisitions shall not exceed, in aggregate amount during the term hereof, together with Investments in Foreign Subsidiaries permitted under Section 6.7(g), $18,500,000, and (C) concurrently with such Acquisition, the Company causes the Administrative Lender to be granted a first and prior security interest in violation 65% of this Agreement or any International Selling Agreement the capital stock of such Foreign Subsidiary pursuant to a Pledge Agreement, or (ii) obligated hereunder which concurrently therewith execute a Subsidiary Guaranty provided that (A) no Default or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements Event of Default shall have occurred and be continuing or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product occur after giving effect to such International Parent Distributor. (b) If, at any time prior to the seventh anniversary of the date of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amountAcquisition, and (iiB) Parent or its Affiliates are permitted concurrently with such Acquisition, the Company delivers to acquire such Target Business pursuant the Administrative Lender corporate resolutions, articles of incorporation, bylaws, a certificate of incumbency, and an attorney's opinion, each in form and substance satisfactory to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundAdministrative Lender.

Acquisitions. (a) Notwithstanding anything Through December 31, 2008, each of the Buyer, on the one hand, and the Seller Representatives, on the other, in this Agreement to the contraryits or their sole discretion, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be (i) deemed to be in violation of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement to veto the acquisition of any additional entities, brokerage groups or any International Selling Agreement individuals to be integrated into the exclusive provider operations of such Product the Company (each, a “New Acquisition”). Notwithstanding the foregoing, the Seller Representatives shall not require the consent of the Company or New Product the Buyer to such International Parent Distributorhire up to ten (10) additional individuals provided that none of them is a registered person subject to Special Supervisory Procedures and provided that the Company has not operated at a loss for two consecutive quarters. (b) IfIf the Buyer identifies and, at any time prior subject to the seventh anniversary approval of the date Seller Representatives as set forth in Section 6.2(a) above, makes or causes the Company to make a New Acquisition, the related activities and profit and loss will not be taken into account in determining the Deferred Payments. (c) If the Seller Representatives identify and, subject to the approval of this Agreementthe Buyer as set forth in Section 6.2(a) above, (i) Parent acquires causes the Company to make a Target Business (as defined New Acquisition, the related activities and profit and loss will be included in the NTP used to determine the Deferred Payments. (d) Any dispute with respect to who was responsible for identifying any New Acquisition Agreement)or with respect to whether an individual is subject to Special Supervisory Procedures will be settled by a mutually acceptable independent arbitrator. Such arbitrator will make a determination and provide written notice thereof to the Buyer and the Seller Representatives, within thirty (30) days after such determination. If the Buyer and the Seller Representatives are unable to agree upon a mutually acceptable arbitrator, the arbitrator shall be selected by two additional arbitrators, one of which whom shall be selected by the net revenues Buyer and net earnings (in each caseone of whom shall be selected by the Seller Representatives. The determination shall be final, calculated in a manner consistent with Section 6.17(a)(x) binding and conclusive upon the parties hereto. The fees, costs and expenses of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributorarbitrator, if any, will be shared equally by the Buyer, on a non-exclusive Level Playing Field basisthe one hand, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor and the Sellers, on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or the other restrictions by which such Target Affiliated Distributor is boundhand.

Acquisitions. No Loan Party nor any Subsidiary shall consummate any Acquisition; provided that (i) this Section 6.12 shall not apply to any transaction otherwise permitted under Section 6.02 hereof, and (ii) the Borrower Representative or its Subsidiaries may consummate an Acquisition if: (a) Notwithstanding anything in this Agreement the Person to the contrary, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be (ior whose assets are to be) deemed acquired does not oppose such Acquisition and the material line or lines of business of the Person to be in violation of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation acquired would arise, or such action would be required to be taken, solely as constitute a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor.Permitted Business; (b) If, at any time prior to the seventh anniversary of on the date of this Agreementthe consummation of such Acquisition no Default or Event of Default shall have occurred and be continuing or would result therefrom; (c) for Acquisitions with a Cost of Acquisition in excess of $2,000,000, the Borrower Representative shall have given not less than thirty (i30) Parent acquires days’ prior written notice to the Administrative Agent (or such later notice as agreed to by the Administrative Agent in its sole, reasonable discretion) identifying the applicable Acquisition and providing a Target Business general overview of such Acquisition based on information known to the Loan Parties at such time; (as defined in d) on the date of the consummation of the Acquisition Agreement(and after giving effect to such Acquisition), Holdings and its Subsidiaries shall be in pro forma compliance with the financial covenant set forth in Section 6.15 as of which the net revenues most recently ended Test Period, after giving effect to such Acquisition; (e) if, after the consummation of such Acquisition, the Person acquired is a Subsidiary, the applicable Loan Party or Subsidiary shall have complied with the provisions of Section 5.15 and net earnings the applicable provisions of the Security Documents (in each case, calculated in a manner consistent with Section 6.17(a)(xwithin the applicable time period for compliance); (f) on the date of the Acquisition Agreementconsummation of such Acquisition, and, for the avoidance of doubt, excluding realized gains) derived from Borrower Representative shall have delivered to the Administrative Agent a Competitive Business (as defined in the Acquisition Agreement) are more than certificate executed by a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) Responsible Officer of the Acquisition AgreementBorrower Representative, then Purchaser certifying to such officer’s knowledge, compliance with the requirements of preceding clauses (a) through (f) and containing the Purchaser Insurers shall have calculations (in reasonable detail) required by the right during preceding clause (e); and (g) completion by the remainder Administrative Agent of such seven-year period all customary and reasonable due diligence performed on the Persons (directly or indirectly) to be a provider (or whose assets are to each Target Affiliated Distributorbe) acquired in connection with such Acquisition, if any, on a non-exclusive Level Playing Field basis, the scope and results of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right which shall be subject reasonably satisfactory to any applicable contractual the Administrative Agent, including without limitation as may be required by Administrative Agent or other restrictions by which such Target Affiliated Distributor is boundLenders to complete their “know your customer” due diligence, as applicable.

Acquisitions. (a) Notwithstanding anything in this Agreement to Except as otherwise provided herein, the contraryBorrower shall, but subject to Section 3.6(b)nor shall it permit any of its Subsidiaries to, neither Parent nor any International Parent Distributor shall be make an Acquisition; provided that (i) deemed to be in violation of this Agreement any Subsidiary may merge or consolidate with or into or liquidate into any International Selling Agreement or other Subsidiary, (ii) obligated hereunder a Subsidiary may merge or under any International Selling Agreement to take any action consolidate with or into or liquidate into the Borrower; provided that the Borrower is the surviving entity, (including to iii) the Borrower may make any adjustment to commissions, economic inducements or other benefits for additional Acquisitions during the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date term of this Agreement; providedprovided that (a) such Acquisition comprises a business, howeveror those assets of a business, that nothing of a type engaged in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute by the Borrower on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor. Closing Date, (b) Ifsuch Acquisition shall be consensual and shall have been approved by the target Person's board of directors or other Persons performing similar functions, (c) the business and assets acquired in such Acquisition shall be free and clear of all Liens other than Permitted Liens, (d) at any time or prior to the seventh anniversary consummation of such Acquisition, the Agent will be granted a first priority perfected Lien in all of the date of this Agreementassets or Stock, as applicable, acquired pursuant thereto, (ie) Parent acquires a Target Business at the time of such Acquisition and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (as defined in f) the Acquisition Agreementaggregate amount of cash consideration of such Acquisitions made pursuant to this subsection 8.3(iii), of which together with the net revenues Investments made in accordance with subsection 8.4(v) and net earnings (any intercompany loans made pursuant to subsection 8.4(viii), shall not exceed $4,000,000 in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amountany Fiscal Year, and (iiiv) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(xwith the consent of the Required Lenders (which consent shall not be unreasonably withheld) or 6.17(a)(xithe Borrower and the Subsidiaries may make additional Acquisitions in excess of the amount set forth in clause (iii) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundthis subsection 8.

Acquisitions. The Company will not, nor will it suffer or permit any of its Subsidiaries to, make any Acquisition unless, after giving effect to such Acquisition (the "subject Acquisition"), all of the following requirements are satisfied: (a) Notwithstanding anything in this Agreement during the 12-month period ending on the last day of the month prior to the contraryclosing of the subject Acquisition, the aggregate consideration paid (including, without limitation, Indebtedness for borrowed money incurred or assumed) for all Acquisitions during such period (including, on a pro forma basis, the subject Acquisition) does not exceed 50% of Consolidated Tangible Net Worth as of the last day of such period (including all Acquisitions during such period including, on a pro forma basis, the subject Acquisition); (b) the total consideration paid (including, without limitation, Indebtedness for borrowed money incurred or assumed, but subject to excluding secured purchase money Indebtedness, including Capital Lease Obligations permitted under Section 3.6(b), neither Parent nor 10.6(g) for any International Parent Distributor shall be (i) deemed to be in violation one Acquisition or series of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreementrelated Acquisitions does not exceed $75,000,000; provided, however, that nothing the cash consideration and all Indebtedness incurred or assumed in this any one Acquisition (excluding secured purchase money Indebtedness, including Capital Lease Obligations permitted under Section 3.6(a10.6(g) shall limit not exceed an amount equal to the sum of (i) $25,000,000, (ii) the net cash proceeds received from asset dispositions (other than Permitted Accounts Receivable Financing Facilities) within the prior 12 months (excluding any such proceeds counted towards prior Acquisitions), and (iii) the net cash proceeds received from any equity offering; (c) at the time of any Acquisition and after giving effect thereto no Default or restrict Event of Default shall have occurred and be continuing; and (d) such Acquisitions are not opposed by the board of directors or management of any obligations that Parent Person or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement business to be acquired. Notwithstanding the exclusive provider foregoing, the Company will not, nor will it permit any of such Product or New Product its Subsidiaries to, make any Acquisition with the proceeds of any Indebtedness if the Funded Leverage Ratio (determined on a pro forma basis both before and after giving effect to such International Parent Distributor. Acquisition) is greater than 3.25 to 1.0. For purposes hereof, (a) Consolidated EBITDA may be adjusted by the Company in connection with such Acquisition to the extent approved by the Required Holders and (b) If, at the Funded Debt of any time prior Person to be acquired by the seventh anniversary Company or any Subsidiary shall be included in the calculation of the Funded Leverage Ratio as if such Person were a Subsidiary as of the date of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundAcquisition.

Acquisitions. (a) The Borrower will not consummate and will not permit any Subsidiary of the Borrower to consummate any Acquisition unless all of the following conditions are satisfied: (i) both before and after giving effect to such Acquisition and the Loans (if any) requested to be made in connection therewith, no Default or Event of Default exists or will exist or would result therefrom; (ii) as soon as available, but not less than ten (10) Business Days prior to such Acquisition, the Borrower or Subsidiary, as applicable, has provided to Agent a copy of the information provided to the board of directors (or a summary prepared by the chief financial officer in sufficient detail, in Agent's sole discretion, on Acquisitions less than $1,000,000) of the Borrower or Subsidiary making such Acquisition, together with a certificate of the Borrower or Subsidiary's chief financial officer attaching a forecast dated as of the date of such Acquisition, updated on a pro forma basis to give effect to such Acquisition and otherwise complying with SECTION 4.2(E); (iii) the aggregate cash purchase price paid in connection with such Acquisition does not exceed $10,000,000, and the aggregate cash purchase price paid in connection with all Acquisitions made after the Closing Date does not exceed $30,000,000; (iv) if such Acquisition is an Acquisition of the capital stock of a Person, the Acquisition is structured so that the acquired Person is organized under the laws of the United States or a State therein and shall become a Wholly-Owned Subsidiary of the Borrower (and a Subsidiary Guarantor pursuant to the terms of this Agreement) and if such Acquisition is an acquisition of assets, the Acquisition is structured so that the Borrower or a Wholly-Owned Subsidiary of the Borrower shall acquire such assets; (v) Borrower shall not, as a result of or in connection with any such Acquisition, assume or incur any direct or contingent liabilities (whether relating to environmental, tax, litigation, or other matters) that could reasonably be expected, as of the date of such Acquisition, to result in the existence or occurrence of a Material Adverse Effect; (vi) for the most recently completed financial statements based on the twelve month period ending less than forty-five days prior to such Acquisition, the Fixed Charge Coverage Ratio, without giving effect to such Acquisition, shall be in compliance with Section 6.3; (vii) on a pro forma basis after giving effect to such Acquisition (for the twelve month period following such Acquisition), the Fixed Charge Coverage Ratio shall be in compliance with Section 6.3; and (viii) the Borrower shall certify (and provide the Agent with a pro forma calculation in form and substance reasonably satisfactory to the Agent) to the Agent and the Lenders that, after giving effect to the Acquisition, the difference between the Borrowing Base and the Aggregate Revolver Outstandings is not less than $10,000,000 on a pro forma basis including all consideration given in connection with such Acquisition, other than capital stock of the Borrower delivered to the seller(s) in such Acquisition, as having been paid in cash at the time of making such Acquisition. (b) Notwithstanding anything in this Agreement to the contrary, but simultaneously with the closing of any Acquisition financed hereunder and within thirty (30) days following the closing of any other Acquisition, the Agent shall have been granted, for the benefit of Agent and the Lenders, a first priority lien on and security interest in the property of the Target that is the subject of such Acquisition, subject only to Permitted Liens, and shall have received, without limitation, (a) the items described in subsection 2.1(d)(ii) and Section 3.6(b4.12, and (b) duly executed UCC financing statements or amendments to existing financing statements with respect to such Target, in form and substance reasonably satisfactory to the Agent and which, upon filing, shall perfect the first priority security interest of the Agent, for the benefit of Agent and the Lenders, in such property. In the event owned Real Estate was acquired in connection with such Acquisition, the Agent shall have received, within thirty (30) days following the closing of any Acquisition, (x) in the case of owned Real Estate being acquired, a fully executed Mortgage, in form and substance reasonably satisfactory to the Agent together with, in the case of owned Real Estate having a fair market value of at least $1,000,000 (if requested by the Agent), neither Parent nor any International Parent Distributor shall be an ALTA lender's title insurance policy issued by a title insurer reasonably satisfactory to the Agent, in form and substance and in an amount reasonably satisfactory to the Agent insuring that the Mortgage is a valid and enforceable first priority lien on the respective property, free and clear of all defects, encumbrances and Liens except for Permitted Liens, (y) an environmental site assessment prepared by a qualified firm reasonably acceptable to the Agent, in form and substance reasonably satisfactory to the Agent; and (z) a flood certification in form and substance reasonably satisfactory to the Agent. (c) Notwithstanding subsection (a) above, Borrower and its Subsidiaries may consummate Acquisitions without complying with subsection (a)(viii) above if (i) deemed to be the aggregate cash purchase price paid in violation of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if connection with each such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor. (b) If, at any time prior to the seventh anniversary of the date of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amountdoes not exceed $500,000, and (ii) Parent or its Affiliates are permitted to acquire the aggregate cash purchase price paid in connection with all such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right Acquisitions during the remainder of such seven-any calendar year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is bounddoes not exceed $1,500,000.

Acquisitions. Any Borrower or a Wholly Owned Subsidiary of such Borrower may acquire any business or Property from, or capital stock of, or be a party to any acquisition of, any Person, so long as: (aA) Notwithstanding anything the aggregate Purchase Price of any individual such acquisition shall not exceed $500,000,000; (B) such acquisition (if by purchase of assets, merger or consolidation) shall be effected in this Agreement such manner so that the acquired business, and the related assets, are owned either by a Borrower or a Wholly Owned Subsidiary of a Borrower and, if effected by merger or consolidation involving a Borrower, such Borrower shall be the continuing or surviving entity and, if effected by merger or consolidation involving a Wholly Owned Subsidiary of a Borrower, such Wholly Owned Subsidiary shall be the continuing or surviving entity; (C) such acquisition (if by purchase of stock) shall be effected in such manner so that the acquired entity becomes a Wholly Owned Subsidiary of a Borrower; Credit Agreement (D) with respect to any acquisition involving an aggregate Purchase Price in excess of $50,000,000, the Borrowers shall deliver to the contraryAdministrative Agent (which shall promptly notify the Lenders of such acquisition and forward a copy to each Lender which requests one) (1) no later than five Business Days after the execution and delivery thereof, but subject copies of the respective agreements or instruments pursuant to Section 3.6(bwhich such acquisition is to be consummated (including, without limitation, any related management, non-compete, employment, option or other material agreements), neither Parent nor any International Parent Distributor shall be (i) deemed schedules to such agreements or instruments and all other material ancillary documents to be executed or delivered in violation of this Agreement or connection therewith and (2) promptly following request therefor (but in any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Forceevent within three Business Days following such request), if copies of such violation would ariseother information or documents relating to each such acquisition as the Administrative Agent shall have requested; (E) with respect to any acquisition involving an aggregate Purchase Price in excess of $50,000,000, or such action would be required the Administrative Agent shall have received (and shall promptly forward a copy thereof to be taken, solely as each Lender which requests one) a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged letter (in the distribution case of financial services products following each legal opinion delivered to the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product Borrowers pursuant to such International Parent Distributor.acquisition) from each Person delivering such opinion (which shall in any event include an opinion of special FCC counsel) authorizing reliance thereon by the Administrative Agent and the Lenders; (bF) Ifwith respect to any acquisition involving an aggregate Purchase Price in excess of $50,000,000, at any time prior the Borrowers shall have delivered to the seventh anniversary Administrative Agent and the Lenders evidence satisfactory to the Administrative Agent and the Majority Lenders of the date receipt of this Agreementall licenses, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement)permits, of which the net revenues approvals and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributorconsents, if any, on a nonrequired with respect to such acquisition (including, without limitation, the consents of the respective municipal franchising authorities to the acquisition of the respective CATV Systems being acquired (if any)); (G) the entire amount of the consideration payable by the Borrowers and their Subsidiaries in connection with such acquisition (other than customary post-exclusive Level Playing Field basisclosing adjustments and indemnity obligations, of any life insurance or annuity product and other than Indebtedness incurred in connection with such acquisition that is distributed by such Target Affiliated Distributor permitted under paragraphs (c) or (f) of Section 8.07 hereof) shall be payable on a non-exclusive basis either immediately before or following the date of such acquisition; provided; (H) none of the Borrowers nor any of its Subsidiaries shall, that in connection with such right acquisition, assume or remain liable in respect of (x) any Indebtedness of the seller or sellers (except for Indebtedness permitted under Section 8.07(f) hereof) or (y) other obligations of the seller or sellers (except for obligations incurred in the ordinary course of business in operating the CATV Credit Agreement System so acquired and necessary or desirable to the continued operation of such CATV System); (I) to the extent the assets purchased in such acquisition shall be subject to any applicable contractual Liens not permitted hereunder, such Liens shall have been released (or arrangements for such release satisfactory to the Administrative Agent shall have been made); (J) to the extent applicable, the Borrowers shall have complied with the provisions of Section 8.17 hereof, including, without limitation, to the extent not theretofore delivered, delivery to the Administrative Agent of (x) the certificates representing the shares of stock or other restrictions ownership interests, accompanied by undated stock powers or other powers executed in blank, and (y) the agreements, instruments, opinions of counsel and other documents required under Section 8.17 hereof; (K) after giving effect to such acquisition the Borrowers shall be in compliance with Section 8.10 hereof (the determination of such compliance to be calculated on a pro forma basis, as at the end of and for the fiscal quarter most recently ended prior to the date of such acquisition for which financial statements of the Borrowers and their Subsidiaries are available, under the assumption that such Target Affiliated Distributor is boundacquisition shall have occurred, and any Indebtedness in connection therewith shall have been incurred, at the beginning of the applicable period, and under the assumption that interest for such period had been equal to the actual weighted average interest rate in effect for the Loans hereunder on the date of such acquisition), and the Borrowers shall have delivered to the Administrative Agent a certificate of a Senior Officer showing such calculations in reasonable detail to demonstrate such compliance; (L) immediately prior to such acquisition and after giving effect thereto, no Default shall have occurred and be continuing; and (M) the Borrowers shall deliver such other documents and shall have taken such other action as the Majority Lenders or the Administrative Agent may reasonably request.

Acquisitions. Borrower will not, and will not permit any of its Subsidiaries to, enter into any transaction or series of transactions for the purposes of acquiring all or a substantial portion of the assets, property and/or equity interests in and to any Person, a provided that Borrower or any Loan Party may acquire all or a substantial portion of the assets, property and/or operations of, any Person or Persons (other than Borrower or any of its Subsidiaries) so long as: (a) Notwithstanding anything the aggregate consideration paid by Borrower and the other Loan Parties (exclusive of consideration in this Agreement the form of Equity Interests in and to Borrower), in the aggregate, in connection with such acquisitions (including the present value of any Earn-Out Indebtedness, determined using assumptions reasonably acceptable to the contrary, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be (i) deemed to be in violation of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(aAdministrative Agent) shall limit or restrict not exceed $30,000,000 in any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor.twelve (12) month period; (b) Ifno Default or Event of Default shall have occurred and be continuing or, at any time on a pro forma basis, would reasonably be expected to result from such acquisition, without synergies other than synergies that could be referenced in pro forma combined financial statements prepared in compliance with Regulation S-X issued by the Securities and Exchange Commission (and Borrower shall deliver to the Administrative Agent a certificate regarding the foregoing prior to the seventh anniversary closing of any acquisition of property or series of related acquisitions of property that (a) constitutes assets comprising all or substantially all of an operating unit of a business or constitutes a controlling interest in the common stock or other equity interest of a non-natural Person and (b) involves the payment of consideration by Borrower and its Subsidiaries in excess of $5,000,000); (c) Borrower shall have delivered (or caused to be delivered) to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent in connection with such acquisition; (d) Borrower shall have delivered (or caused to be delivered) to the Administrative Agent, not less than fifteen (15) Business Days (or such shorter period as the Administrative Agent may approve) prior to the proposed closing date of the acquisition, a description of the acquisition (including a description of the Person or assets to be acquired, the purchase price, the manner of acquisition, the payment structure and any other terms and conditions reasonably required by the Administrative Agent) and a draft copy of the purchase agreement, merger agreement or similar governing document (including schedules thereto to the extent such schedules are then available and relate to Borrower’s compliance with this Agreement, but excluding exhibits) with respect to the acquisition; (e) Borrower shall have delivered (or caused to be delivered) to the Administrative Agent, not less than fifteen (15) Business Days (or such shorter period as the Administrative Agent may approve) prior to the proposed closing date of this Agreementthe acquisition, the historical financial statements of the Person to be acquired, if applicable, for the most recent two (2) year period and the most recent interim financial statements of the Person to be acquired; (f) concurrently with the closing of the applicable acquisition, Borrower shall have delivered (or caused to be delivered) to the Administrative Agent all documents required pursuant to Section 6.11 hereof; and (g) Borrower shall deliver (or caused to be delivered) to the Administrative Agent, promptly after the closing date of the acquisition, (i) Parent acquires a Target Business the final purchase agreement, merger agreement or similar governing document (as defined including schedules and exhibits thereto) with respect to the acquisition, (ii) copies of all opinions of counsel to the seller and/or the Person to be acquired which are delivered in connection with the Acquisition Agreement), acquisition and (iii) evidence of which the net revenues and net earnings approval of the acquisition by the board of directors or equivalent governing body (in each case, calculated in a manner consistent with Section 6.17(a)(xor the shareholders) of the Acquisition Agreement, and, for seller and/or or the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period Person to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundacquired.

Acquisitions. Become a party to any merger or consolidation or agree to or effect any asset acquisition or stock acquisition, except: (a) Notwithstanding anything Acquisition of assets in this Agreement to the contraryordinary course of business, but subject to consistent with past practices; (b) Mergers and consolidations permitted by Section 3.6(b7.4; and (c) Acquisitions of the assets or stock of another Person (a “Permitted Acquisition”), neither Parent nor any International Parent Distributor shall be so long as (i) deemed to be in violation no Default or Event of this Agreement Default has occurred and is continuing or any International Selling Agreement or would exist as a result thereof; (ii) obligated hereunder the Person to be acquired (or, in the case of an asset acquisition, the assets of such Person) are in the same or under any International Selling Agreement a substantially similar line of business as the Loan Party making such acquisition; (iii) the Loan Parties have provided the Administrative Agent with prior written notice of such acquisition, which notice shall include a reasonably detailed description of such Permitted Acquisition; (iv) the board of directors and (if required by applicable law) the shareholders, or the equivalent thereof of each of the applicable Loan Party or Subsidiary making such acquisition and of the Person to take any action be acquired has approved such merger, consolidation or acquisition; (including to make any adjustment to commissions, economic inducements v) in the event of a stock or other benefits for similar equity acquisition the Sales Force), if such violation would arise, or such action would be required Person so acquired shall become a wholly-owned Subsidiary of a Loan Party and shall comply with the terms and conditions set forth in Section 6.13; (vi) the business to be taken, solely as a result acquired would not subject the Administrative Agent or any Lender to regulatory or third party approvals in connection with the exercise of Parent or one any of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right rights and remedies under this Agreement or any International Selling Agreement to be other Loan Document; (vii) the exclusive provider aggregate amount of the purchase price for any single acquisition or series of related acquisitions which is payable in anything other than the equity interests of MLP (and such Product equity interests shall have no redemption or New Product to such International Parent Distributor. (b) If, at any time repurchase rights prior to a date which is one (1) year after the seventh anniversary Maturity Date and shall not have the ability to convert into any form of Indebtedness) shall not exceed $25,000,000; and (viii) the aggregate amount of the date purchase price for all acquisitions over any twelve consecutive calendar month period which is payable in anything other than the equity interests of this Agreement, MLP (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers equity interests shall have no redemption or repurchase rights prior to a date which is one (1) year after the right during Maturity Date and shall not have the remainder ability to convert into any form of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right Indebtedness) shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundnot exceed $35,000,000.

Acquisitions. (a) Notwithstanding anything in this Agreement to Neither the contrary, but subject to Section 3.6(b), neither Parent Borrower nor any International Parent Distributor of its Subsidiaries shall be (i) deemed enter into any agreement pursuant to be in violation of this Agreement which any Borrower or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would ariseof its Subsidiaries may engage in a transaction, or such action would be required to be takenseries of related transactions, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor. (b) If, at any time prior to the seventh anniversary of consummated after the date of this Agreement, by which any Borrower or any of its Subsidiaries acquires the business of, or all or substantially all of the assets of, any Person (i) Parent acquires other than a Target Business (as defined in the Acquisition AgreementWholly-Owned Subsidiary of a Borrower or any of its Subsidiaries or a Wholly-Owned Subsidiary of any of its Subsidiaries), or any division of such Person, whether through the purchase of assets, purchase of stock or other equity interest, merger or otherwise, of any Person that was not theretofore a Subsidiary of the Borrower becomes a Subsidiary of the Borrower (an "Acquisition"), other than an Acquisition with respect to which the net revenues following conditions have been satisfied (each a "Permitted Acquisition"): (a) Such Acquisition has been approved by the board of directors (or functional equivalent thereof) and net earnings the equity holders (in each case, calculated in a manner consistent with Section 6.17(a)(xif required by applicable law) of the Person whose equity interests or assets are being acquired. (b) The Person or assets being acquired are predominately in the same or a similar or complementary line of business as the Borrower or any of its Subsidiaries and after giving effect to such Acquisition, the assets acquired will not be encumbered by any Lien other than a Permitted Lien. (c) Both immediately before and after giving effect to such Acquisition, no Default or Event of Default shall exist. (d) After giving effect to any such Acquisition Agreementof any Person effected through a merger to which a Borrower is a party, the Borrower will be the surviving entity, and, for the avoidance after giving effect to any such Acquisition of doubt, excluding realized gains) derived from any Person effected through a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted merger to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) which any Subsidiary of the Acquisition AgreementBorrower is a party, then Purchaser through the Purchaser Insurers Borrower or any of its Subsidiaries shall control the surviving entity. (e) At least five (5) Business Days prior to the consummation of any such Acquisition, the Borrower shall have delivered to the right during Agent a pro forma balance sheet and a related Compliance Certificate prepared on a consolidated basis (including the remainder of to-be-acquired assets and any assumed liabilities, or if equity interests are acquired, the to-be-acquired Person if such seven-year period Person is to be a provider Subsidiary, and if not, the to-be-acquired equity interests), which certificate shall indicate that no Event of Default exists or would exist following consummation of the Permitted Acquisition, and that the Borrower will be in compliance (on a consolidated basis including the to-be-acquired assets and any assumed liabilities or if equity interests are acquired, the to-be-acquired Person if such Person is to each Target Affiliated Distributorbe a Subsidiary, and, if anynot, the to-be-acquired equity interests) with the financial covenants set forth in Section 5.03 (and any other financial covenant at any time contained in this Agreement) following consummation of such Acquisition, including the to-be-acquired assets, Person or equity interests and the operating results thereof on the same basis and for the same periods as the Borrower is measured for each such covenant, respectively. (f) Immediately after giving effect to the Acquisition of a non-exclusive Level Playing Field basisPerson which becomes a Consolidated Domestic Subsidiary, of any life insurance or annuity product that is distributed by the Borrower and such Target Affiliated Distributor on Person shall execute and deliver a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject Subsidiary Guaranty pursuant to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundPerson will become a Guarantor, and such other documents as the Agent may require consistent with the documents specified under Section 3.01, including without limitation, copies of the constituent documents of such Person and corporate resolutions (or equivalent) authorizing such document(s) and the transactions contemplated thereby, in each case certified as true and correct by an officer of such Person, and a legal opinion from counsel to such Person, in form and substance acceptable to the Agent.

Acquisitions. The Borrower will not, and will not cause, permit, or suffer any of its Subsidiaries to, become a party to, contract for, or effect any purchase, exchange, or acquisition of Equity Securities or assets (any such transaction, an "Acquisition"), other than an Acquisition of assets that do not constitute all or a material part of a business, provided, however, the Borrower or any of its Subsidiaries may become a party to, contract for, or effect an Acquisition if each of the following conditions are satisfied: (a) Notwithstanding anything no Default or Event of Default, or breach by the Borrower of any of its covenants in this Agreement the Loan Documents, shall have occurred and be continuing at the time of such Acquisition; (b) no Default or Event of Default, or breach by the Borrower of any of its covenants in the Loan Documents, shall occur as a result of, or after giving effect to, such Acquisition; (c) such Acquisition relates solely to the contrary, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be (i) deemed to be Equity Securities in violation another Person engaged primarily in, or assets of this Agreement or any International Selling Agreement or another Person used primarily for, a diversified investment management business, (ii) obligated hereunder goods or under services that will be used in the business of the Borrower or any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would ariseof its Subsidiaries, or such action would be required to be taken(iii) additional Equity Securities issued by an Entity, solely as a result the Equity Securities of Parent which have previously been purchased by the Borrower or one of its Affiliates acquiring assets Subsidiaries under this Section 8.3; (d) if such Acquisition relates to Equity Securities of another Entity, after giving effect to such Acquisition, at least a majority of the Equity Securities, and at least a majority of the Voting Equity Securities, of such Entity are held directly by the Borrower or indirectly by the Borrower through one or more Restricted Subsidiaries (but not through any Subsidiary that is not a business Restricted Subsidiary); (e) any Entity that issued Equity Securities purchased in such Acquisition and any Entity through which the Borrower effected an Acquisition of any Person engaged in Equity Securities or assets, becomes, upon the distribution consummation of financial services products following the date Acquisition, a Consolidated Subsidiary subject to the terms and conditions of this Credit Agreement; and (f) except as permitted by Section 8.6, any Entity that issued Equity Securities purchased in such Acquisition and any Entity through which the Borrower effected an Acquisition of Equity Securities or assets is not upon consummation of such Acquisition (and the Borrower will not thereafter cause, permit, or suffer any such Entity to become) a general partner in any partnership, a party to a joint venture, or subject to any contingent obligations established by Contract that are not by their terms limited to a specific dollar amount; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis such Entity may be a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor. (b) If, at any time prior to the seventh anniversary of the date of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated general partner in a manner consistent with Section 6.17(a)(x) of partnership which is wholly owned by the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent Borrower or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundRestricted Subsidiaries.

Acquisitions. (a) Notwithstanding anything Acquire, after the Agreement Date, any Business Unit or Investment or, after the Agreement Date, maintain any Investment other than Permitted Investments, EXCEPT that this SECTION 11.4 shall not apply to Acquisitions by Heafxxx xx another Loan Party after the Effective Date of (A) Investments in this Agreement to the contrarycapital stock of any other Person organized under the laws of the United States of America or any state thereof which thereupon becomes a Wholly Owned Subsidiary or (B) Business Units located in the United States, but subject to Section 3.6(b)provided, neither Parent nor any International Parent Distributor shall be that: (i) deemed the aggregate Purchase Price of all such Acquisitions does not exceed $75,000,000 during the term of this Agreement, (ii) Heafxxx xx the applicable Loan Party has made available to be in violation the Administrative Agent, not later than 10 Business Days prior to the proposed date of such Acquisition, the results of any investigation of the target performed by or on behalf of such Loan Party and copies of the Acquisition documents and historical financial statements of the target for at least the three previous years, (iii) the Administrative Agent shall have received evidence satisfactory to it of the Loan Parties' continued compliance with the provisions of this Agreement and the other Loan Documents, including, without being limited to, the provisions of SECTIONS 9.4, 9.11 and 11.1, on a pro forma basis after giving effect to such Acquisition, (iv) to the extent financed with Debt other than Acquired Debt or any International Selling Agreement or Loans, such Debt shall be payable to the seller and shall be subordinated to the prior payment of the Secured Obligations on terms and conditions satisfactory to the Administrative Agent and the Required Lenders, (iiv) obligated hereunder or under any International Selling Agreement the Administrative Agent shall have received evidence satisfactory to take any action (including to make any adjustment to commissionsit demonstrating on a pro forma basis that Net Income of the target, economic inducements or other benefits before provision for interest expense, taxes, depreciation and amortization for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result period of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following 12 consecutive calendar months ended nearest the date of this determination, is at least equal to the sum of interest expense and scheduled principal payments on any Debt incurred in connection with payment of the Purchase Price (including Loans and Acquired Debt), and (vi) as requested by the Administrative Agent, any new Subsidiary shall have executed and delivered the Subsidiary Guaranty and a Subsidiary Security Agreement; provided, howeveror all Loan Parties, that nothing in this Section 3.6(a) as appropriate, and such new Subsidiary shall limit or restrict any obligations that Parent or any International Parent Distributor has have executed and delivered an amendment to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement sufficient to cause such new Subsidiary to become a "Borrower" hereunder, and in either case shall have delivered or any International Selling Agreement caused to be the exclusive provider of such Product or New Product delivered as to such International Parent Distributor. (b) If, at any time prior Subsidiary the items referred to the seventh anniversary of the date of this Agreementin SECTIONS 5.1(A)(3), (i) Parent acquires a Target Business (as defined in the Acquisition Agreement4), of which the net revenues and net earnings (in each case5), calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount6), and (ii) Parent or its Affiliates are permitted 8) and an opinion of counsel for such Subsidiary as to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of matters in connection with the Acquisition Agreement, then Purchaser through transactions contemplated by the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is bound.Subsidiary Guaranty and Subsidiary Security

Acquisitions. No Obligor will, nor will it permit any of its Subsidiaries to, enter into any Acquisition without the prior written consent of the Majority Lenders, other than: (a) Notwithstanding anything in this Agreement to transactions permitted by Section 8.03; (b) an Acquisition where, upon the contraryconsummation thereof, but subject to Section 3.6(b)the acquired Person, neither Parent nor any International Parent Distributor shall line of business, division or other property will be (i) deemed to be in violation wholly-owned directly by the Borrower or one or more of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action its Wholly Owned Subsidiaries (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent a merger or one consolidation); provided that, with respect to each purchase or other Acquisition made pursuant to this Section 8.08(b): (i) any such newly-created or acquired Subsidiary shall comply with the requirements of its Affiliates acquiring assets or a Section 7.10; (ii) the lines of business of any the Person engaged to be (or the property of which is to be) so purchased or otherwise acquired shall be within the same general industry and lines of business as one or more of the principal businesses of the Borrower and its Subsidiaries in the distribution ordinary course; and such Acquisition shall not be a hostile Acquisition; (iii) such Acquisition shall not include or result in any contingent liabilities that could reasonably be expected to have a Material Adverse Effect on a pro forma basis, taking into account such Acquisition; (iv) such Acquisition shall be accretive to Consolidated EBITDA, calculated on a pro forma basis with add-back items to be mutually and reasonably agreed among the Borrower and Administrative Agent; (v) the Majority Lenders have given their prior written consent (not to be unreasonably withheld) to such Acquisition, except that such consent shall not be required (A) so long as no Default has occurred and is continuing or would result from such Acquisition and (B) (1) for an Acquisition paid for using all cash and/or stock of financial services products following the Borrower (and no proceeds of any Borrowings) or (2) unless the cumulative, aggregate Acquisition Consideration for all Acquisitions from the date hereof exceeds $6,500,000; (vi) immediately before and immediately after giving pro forma effect to any such Acquisition, no Default shall have occurred and be continuing; (vii) the Borrower shall have delivered to the Administrative Agent (for distribution to the Lenders) a certificate of this Agreementa Responsible Officer setting forth calculations in reasonable detail that demonstrate, immediately before and immediately after giving pro forma effect to any such Acquisition, compliance with all of the following financial covenants: 1) the pro forma historical Consolidated Debt Service Coverage Ratio as of the most recently completed Rolling Period shall not be less than 1.35 to 1.00, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 7.01(a) or (b) as though such Acquisition had been consummated as of the first day of the fiscal period covered thereby, and based on the historical financial information of the target of the Acquisition, and including any proposed Term Borrowing to finance such Acquisition; 2) the pro forma prospective Consolidated Debt Service Coverage Ratio as of the next succeeding twelve-month period shall not be less than 1.35 to 1.00, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 7.01(a) or (b) as though such Acquisition had been consummated as of the first day of the fiscal period covered thereby, and financial projections with respect to the Acquisition target and the Borrower Group (as determined in good faith by the board of directors of the Borrower or such Subsidiary in their reasonable business judgment based on reasonable assumptions), and including any proposed Term Borrowing to finance such Acquisition; 3) the pro forma historical Consolidated Senior Leverage Ratio as of the most recently completed Rolling Period shall not exceed 2.50 to 1.00, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 7.01(a) or (b) as though such Acquisition had been consummated as of the first day of the fiscal period covered thereby, and based on the historical financial information of the target of the Acquisition, and including any proposed Term Borrowing to finance such Acquisition; providedand 4) the pro forma prospective Consolidated Senior Leverage Ratio as of the next succeeding twelve-month period shall not exceed 2.50 to 1.00, howeversuch compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 7.01(a) or (b) as though such Acquisition had been consummated as of the first day of the fiscal period covered thereby, and financial projections with respect to the Acquisition target and the Borrower Group (as determined in good faith by the board of directors of the Borrower or such Subsidiary in their reasonable business judgment based on reasonable assumptions), and including any proposed Term Borrowing to finance such Acquisition; provided that, for each of the pro forma covenant tests described in the foregoing clauses (1) through (4), the historical Consolidated EBITDA of the target of such Acquisition may, at the Borrower’s reasonable request, be further adjusted for cost savings from such Acquisition, to the extent approved in writing by the Administrative Agent in the Administrative Agent’s reasonable discretion; (viii) if the Acquisition Consideration for any such Acquisition(s) exceeds $6,500,000, individually or in the aggregate from the date hereof, the Administrative Agent may, at its option, require the Borrower to deliver to the Administrative Agent a bank field examination, in scope and substance, and with results, reasonably satisfactory to the Administrative Agent, of the target of such Acquisition; (ix) for any such Acquisition, at least forty percent (40%) of the Adjusted Acquisition Consideration paid by or on behalf of the Borrower and its Subsidiaries shall be paid in cash and/or stock of the Borrower; and (x) the Borrower shall have delivered to the Administrative Agent (for distribution to each Lender), at least five Business Days prior to the date on which any such Acquisition is to be consummated, a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, certifying that nothing all of the requirements set forth in this Section 3.6(a8.08(b) shall limit have been satisfied or restrict any obligations that Parent will be satisfied on or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor. (b) If, at any time prior to the seventh anniversary of the date of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder consummation of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundAcquisition.

Acquisitions. (a) Notwithstanding anything Enter into any agreement, contract, binding commitment or other arrangement providing for any Acquisition, or take any action to solicit the tender of securities or proxies in this Agreement respect thereof in order to effect any Acquisition, provided that the contraryBorrower, but subject to Section 3.6(b), neither the Parent nor any International Parent Distributor and the Subsidiaries shall be permitted to enter into any such agreement, contract, binding commitment or other arrangement providing for any Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, if after giving pro forma effect to such Acquisition and any transaction related thereto, the Consolidated Leverage Ratio is less than or equal to 2.75 to 1.00, so long as (i) deemed the Person to be in violation (or whose assets are to be) acquired does not oppose such Acquisition and the line or lines of this Agreement business of the Person to be acquired are closely related to one or any International Selling Agreement more line or lines of business conducted by the Borrower, the Parent, or its Subsidiaries, (ii) obligated hereunder no Default or under any International Selling Agreement Event of Default shall have occurred and be continuing either immediately prior to take any action or immediately after giving effect to such Acquisition, (including to make any adjustment to commissions, economic inducements or other benefits for iii) the Sales Force), if such violation would arisePerson acquired shall be a wholly-owned Subsidiary, or such action would be required to be taken, solely as a result of merged into the Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor. (b) If, at any time prior to the seventh anniversary wholly-owned Subsidiary of the date of this AgreementParent, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) immediately upon consummation of the Acquisition Agreement(or if assets are being acquired, and, for the avoidance acquiror shall be the Parent or a wholly-owned Subsidiary of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amountParent), and (iiiv) Parent or its Affiliates are permitted after giving effect to acquire such Target Business pursuant Acquisition, the aggregate Costs of Acquisition incurred in any Fiscal Year (on a noncumulative basis, with the effect that amounts not incurred in any Fiscal Year may not be carried forward to Sections 6.17(a)(xa subsequent period) or 6.17(a)(xishall not exceed twenty percent (20%) of Consolidated Total Assets as of the Acquisition Agreement, then Purchaser through end of the Purchaser Insurers shall have immediately preceding Fiscal Year.” (n) Section 7.04(d) is deleted in its entirety and the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that following is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is bound.inserted in lieu thereof:

Acquisitions. The Borrower has furnished Agent with true and correct copies of the Acquisition Documents. As of the Closing Date, (a) Notwithstanding anything each of the representations and warranties contained in this Agreement the Acquisition Documents made by the Borrower thereunder is true and correct in all material respects and (b) to the contraryactual knowledge of the Borrower, but each of the representations and warranties contained in the Acquisition Documents made by the other parties thereto, are true and correct in all material respects and may be relied on by Agent and the Lenders, in the case of each of clauses (a) and (b), subject to Section 3.6(b)scheduled exceptions thereto. As of the Closing Date, neither Parent nor any International Parent Distributor shall be the Theraplant Acquisitions has been consummated (i) deemed to be in violation or is being consummated substantially concurrently with the closing of this Agreement or any International Selling Agreement or (iiAgreement) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissionsin accordance with the terms of the Theraplant Acquisition Documents in all material respects. The Acquisitions will comply with all applicable material legal requirements in all material respects, economic inducements or except for Federal Cannabis Laws. All necessary governmental, regulatory, creditor, shareholder, partner and other benefits for the Sales Force)material consents, if such violation would arise, or such action would be approvals and exemptions required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in obtained by the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor. (b) If, at any time Loan Parties prior to the seventh anniversary closing of such acquisition and, to Loan Parties’ knowledge, each other party to the Acquisition Documents in connection with the Acquisitions have been duly obtained and are in full force and effect. All applicable waiting periods with respect to the Acquisition have expired without any action being taken by any competent Governmental Authority that restrains, prevents or imposes material adverse conditions upon the consummation of the date of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues Acquisition. The execution and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) delivery of the Acquisition AgreementDocuments do not, andand the consummation of the Acquisitions will not, for violate any statute or regulation of the avoidance United States (including any securities law) or of doubtany state or other applicable jurisdiction, excluding realized gains) derived from a Competitive Business (as defined in or any order, judgment or decree of any court or governmental body binding on the Loan Parties or, to the Loan Parties’ knowledge, any other party to the Acquisition Agreement) are more than Documents, or result in a de minimis amountbreach of, and (ii) Parent or its Affiliates are permitted constitute a default under, any Material Contract or any judgment, order or decree, to acquire such Target Business pursuant which any other party is a party or by which any other party is bound or, to Sections 6.17(a)(x) or 6.17(a)(xi) of the Loan Parties’ knowledge, to which any other party to the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be Documents is a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance party or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which any such Target Affiliated Distributor party is bound, except for Federal Cannabis Laws.

Acquisitions. Not, and not permit any Subsidiary to, make any Acquisition other than Acquisitions that meet the following requirements (each a “Permitted Acquisition”); (a) Notwithstanding anything in this Agreement to the contrary, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be (i) deemed business or Person to be in violation of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged acquired is in the distribution same or substantially similar line of financial services products following business as the date of this Agreement; provided, however, that nothing Borrower and has its primary operations located in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor.United States; (b) Ifif such Acquisition is structured as a merger involving the Borrower or a Subsidiary Guarantor, the Borrower or such Subsidiary Guarantor shall be the surviving entity and the Borrower or such Subsidiary Guarantor shall acquire 100% of the acquired entity; (c) no Event of Default or Unmatured Event of Default shall exist or result from such Acquisition; (d) such Acquisition is not actively opposed by the Governing Body of the selling Persons or the Persons whose Equity Interests are to be acquired; and (e) the Borrower shall have delivered to the Administrative Agent, at any time least 10 Business Days prior to such Acquisition, or such shorter period as the seventh anniversary of the date of this AgreementRequired Lenders may consent to, (i) Parent acquires a Target Business certificate of a Responsible Financial Officer of the Borrower demonstrating, to the satisfaction of the Administrative Agent, (as defined in the Acquisition AgreementA) pro forma compliance with Section 10.7, both before (looking back four complete fiscal quarters), and after giving effect to such Acquisition, (B) after giving effect to such Acquisition, the pro forma Total Leverage Ratio is not greater than 3.00 to 1.00, and (C) after giving effect to such Acquisition, the Borrower has a pro forma cash balance of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, at least $15,000,000 and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(xeither (A) or 6.17(a)(xi) audited financial statements for the most recently completed fiscal year of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period Person to be acquired, prepared by a provider nationally recognized accounting firm, or (B) the results of an audit or a due diligence review of the Person or assets to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed be acquired prepared by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject an accounting firm acceptable to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundthe Administrative Agent.

Acquisitions. (a) Notwithstanding anything in this Agreement The Borrower will not, nor will it permit any of its Consolidated Subsidiaries to, acquire any business or property from, or capital stock of, or be a party to the contraryany acquisition of, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be Person except: (i) deemed purchases of equipment, programming rights and other property to be sold or used in violation the ordinary course of this Agreement or any International Selling Agreement or business; (ii) obligated hereunder Investments permitted under Section 6.05; (iii) Capital Expenditures; and (iv) the Borrower and its Consolidated Subsidiaries may, pursuant to a merger or consolidation, a purchase of stock or assets or entering into an LMA Arrangement (any such transaction being herein called a "Subsequent Acquisition"), acquire after the date hereof (or, in the case of an LMA Arrangement, acquire the right to operate) additional television broadcasting stations (any such station that is the subject of any Subsequent Acquisition being hereinafter referred to as an "Acquired Station"), additional broadcast industry related assets, and other assets or businesses permitted under any International Selling Agreement Section 6.04, so long as: (A) immediately prior to take any action such Subsequent Acquisition and after giving effect thereto, (including 1) no Default shall have occurred and be continuing and (2) the Borrower shall be in pro forma compliance with Section 6.10 (the determination of such pro forma compliance to make any adjustment to commissionsbe calculated, economic inducements or other benefits as at the end of and for the Sales Force), if such violation would arise, or such action would be required period of four fiscal quarters most recently ended prior to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreementsuch Subsequent Acquisition for which financial statements of the Borrower and its Consolidated Subsidiaries are available, under the assumption that such Subsequent Acquisition shall have occurred at the beginning of the applicable period) and the Borrower shall have delivered to the Administrative Agent a certificate of a Financial 364-DAY CREDIT AGREEMENT Officer showing such calculations in reasonable detail to demonstrate such compliance; provided, however, that nothing in this Section 3.6(aand (B) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has promptly following the right under this Agreement or any International Selling Agreement to be the exclusive provider consummation of such Product Subsequent Acquisition, the Borrower shall have supplemented Schedules IV and V in order that such Schedules accurately reflect any additional Consolidated Subsidiaries formed or New Product acquired pursuant to such International Parent Distributor. Subsequent Acquisition and accurately identify the respective Station Licenses (b) If, at any time prior to the seventh anniversary of the date of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues other than non-material incidental microwave relay and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(xremote transmitter Licenses) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundAcquired Station.

Acquisitions. Not, and not permit any Restricted Subsidiary to, acquire all or substantially all of the assets or any Equity Interests of any class of, or any partnership or joint venture interest in, any other Person, except for any Acquisition by the Borrower or any domestic Wholly-Owned Subsidiary that is a Restricted Subsidiary where: (a) Notwithstanding anything the business or division acquired are for use, or the Person acquired is engaged, in a business which would not cause the general nature of the business in which the Borrower and its Restricted Subsidiaries, taken as a whole, are engaged immediately after giving effect to such Acquisition to be substantially changed from the general nature of the business in which the Borrower and its Restricted Subsidiaries, taken as a whole, are engaged on or immediately prior to the ClosingAmendment No. 1 Effective Date; (b) immediately before and after giving effect to such Acquisition, no Event of Default or Default shall exist; (c) immediately after giving effect to such Acquisition, the Borrower is in pro forma compliance with all the financial ratios and restrictions set forth in Section 7.13; provided, that (x) the Borrower shall calculate such pro forma compliance based upon the most-recent trailing twelve month historical financial statements for the Borrower and the target to be acquired, (y) all such information for the Borrower and the target shall be used and shall comply with the defined terms (such as, for example, Consolidated Net Income) used in this Agreement to calculate, among other things, financial covenants, and (z) the contraryfollowing formula shall be used to determine the target’s EBITDA: Consolidated Net Income plus, but subject to Section 3.6(bthe extent deducted in determining such Consolidated Net Income, Interest Expense, income and franchise tax expense, depreciation and amortization; and (d) in the case of the Acquisition of any Person, the board of directors or similar governing body of such Person has approved such Acquisition prior to the occurrence thereof; (e) to the extent available, reasonably prior to such Acquisition, the Administrative Agent shall have received complete executed or conformed copies of each material document, instrument and agreement to be executed in connection with such Acquisition together with all lien search reports and lien release letters and other documents as the Administrative Agent may require to evidence the termination of Liens on the assets or business to be acquired (except to the extent the Borrower or a Restricted Subsidiary is assuming such Liens pursuant to the Acquisition); (f) to the extent available, Borrower shall use reasonable efforts prior to such Acquisition to provide the Administrative Agent an acquisition summary with respect to the Person and/or business or division to be acquired, such summary to include a reasonably detailed description thereof (including financial information) and operating results (including financial statements for the most recent 12 month period for which they are available and as otherwise available), neither Parent nor any International Parent Distributor shall be the terms and conditions, including economic terms, of the proposed Acquisition, and the Borrower’s calculation of pro forma EBITDA relating thereto; and (g) if the Acquisition is structured as a merger, the Borrower or a Restricted Subsidiary is the surviving entity (including a surviving entity that becomes a Restricted Subsidiary); provided, that (i) deemed to be clauses (e) and (f) shall apply only if the consideration paid in violation connection with the Acquisition is greater than the greater of this Agreement or any International Selling Agreement or (x) $25,000,00030,000,000 and (y) 12.0% of LTM EBITDA and (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) 7.06 shall limit or be deemed to restrict any obligations that Parent the Triumph Transactions or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered Investment permitted by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent DistributorSection 7.11(j). (b) If, at any time prior to the seventh anniversary of the date of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is bound.

Acquisitions. (a) Notwithstanding anything in this Agreement to the contrary, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor No Company shall be (i) deemed to be in violation of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreementeffect an Acquisition; provided, however, that nothing a Company may effect an Acquisition so long as: (a) in this Section 3.6(a) the case of a merger, amalgamation or other combination including a Borrower (other than US Borrower), such Borrower shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer be the surviving entity and, if such Purchaser Insurer has the right under this Agreement merger, amalgamation or any International Selling Agreement to other combination includes US Borrower, US Borrower shall be the exclusive provider of such Product or New Product to such International Parent Distributor.surviving entity; (b) Ifin the case of a merger, at any time amalgamation or other combination including a Credit Party (other than a Borrower), a Credit Party shall be the surviving entity; (c) the business to be acquired shall be similar or complimentary to the lines of business of the Companies; (d) the Companies shall be in full compliance with the Loan Documents both prior to and after giving pro forma effect to such Acquisition; (e) no Default or Event of Default shall exist prior to or after giving pro forma effect to such Acquisition, thereafter shall begin to exist; (f) such Acquisition is not actively opposed by the seventh anniversary board of directors (or similar governing body) of the date selling Persons or by a majority of this Agreementthe Persons whose equity interests are to be acquired; (g) the purchase price for any Acquisition by a Foreign Subsidiary that is not a Credit Party, or of a Foreign Subsidiary by a Domestic Subsidiary that is not a Credit Party, shall be solely from (i) Parent acquires the cash-flow of one or more Foreign Subsidiaries, (ii) the proceeds of the Loans made to one or more Foreign Borrowers, or (iii) Subordinated Indebtedness incurred in accordance with and subject to Section 5.8(h) hereof ; (h) the purchase price for any Acquisition by a Target Business Foreign Borrower or a Foreign Guarantor of Payment shall be from (as defined i) the cash-flow of one or more Foreign Subsidiaries, (ii) the proceeds of the Loans made to one or more Foreign Borrowers, or (iii) Subordinated Indebtedness incurred in accordance with and subject to Section 5.8(h) hereof; (i) with respect to any Acquisition the Acquisition AgreementConsideration for which is in excess of Twenty-Five Million Dollars ($25,000,000), US Borrower shall have provided to Agent and the Lenders, at least ten (10) Business Days prior to such Acquisition, historical financial statements of which the net revenues target entity and net earnings (in each case, calculated in a manner consistent pro forma financial statement of the Companies accompanied by a certificate of a Financial Officer of US Borrower showing pro forma compliance with Section 6.17(a)(x) of 5.7 hereof, both before and after the Acquisition Agreement, andproposed Acquisition; provided that, for the avoidance purpose of doubtcomplying with the notice and disclosure requirements set forth in this subsection (i), excluding realized gains) derived from a Competitive Business (as defined in the amount of Consideration for an Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted shall be deemed to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) be US Borrower’s best estimate of the total Consideration to be paid for such Acquisition Agreement, then Purchaser through the Purchaser Insurers in accordance with SEC disclosure and calculation requirements; and (j) US Borrower shall have the right during the remainder Available Liquidity of no less than Twenty-Five Million Dollars ($25,000,000) after giving effect to such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundAcquisition.

Acquisitions. Any Borrower or a Wholly Owned Subsidiary of such Borrower may acquire any business or Property from, or capital stock of, or be a party to any acquisition of, any Person, so long as: (aA) Notwithstanding anything the aggregate Purchase Price of any individual such acquisition shall not exceed $750,000,000; (B) such acquisition (if by purchase of assets, merger or consolidation) shall be effected in this Agreement such manner so that the acquired business, and the related assets, are owned either by a Borrower or a Wholly Owned Subsidiary of a Borrower and, if effected by merger or consolidation involving a Borrower, such Borrower shall be the continuing or surviving entity and, if effected by merger or consolidation involving a Wholly Owned Subsidiary of a Borrower, such Wholly Owned Subsidiary shall be the continuing or surviving entity; Table of Contents (C) such acquisition (if by purchase of stock) shall be effected in such manner so that the acquired entity becomes a Wholly Owned Subsidiary of a Borrower; (D) with respect to any acquisition involving an aggregate Purchase Price in excess of $50,000,000, the Borrowers shall deliver to the contraryAdministrative Agent (which shall promptly notify the Lenders of such acquisition and forward a copy to each Lender which requests one) (1) no later than five Business Days after the execution and delivery thereof, but subject copies of the respective agreements or instruments pursuant to Section 3.6(bwhich such acquisition is to be consummated (including, without limitation, any related management, non-compete, employment, option or other material agreements), neither Parent nor any International Parent Distributor shall be (i) deemed schedules to such agreements or instruments and all other material ancillary documents to be executed or delivered in violation of this Agreement or connection therewith and (2) promptly following request therefor (but in any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Forceevent within three Business Days following such request), if copies of such violation would ariseother information or documents relating to each such acquisition as the Administrative Agent shall have requested; (E) with respect to any acquisition involving an aggregate Purchase Price in excess of $50,000,000, or such action would be required the Administrative Agent shall have received (and shall promptly forward a copy thereof to be taken, solely as each Lender which requests one) a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged letter (in the distribution case of financial services products following each legal opinion delivered to the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product Borrowers pursuant to such International Parent Distributor.acquisition) from each Person delivering such opinion (which shall in any event include an opinion of special FCC counsel) authorizing reliance thereon by the Administrative Agent and the Lenders; (bF) Ifwith respect to any acquisition involving an aggregate Purchase Price in excess of $50,000,000, at any time prior the Borrowers shall have delivered to the seventh anniversary Administrative Agent (which shall promptly provide a copy thereof to the Lenders) evidence satisfactory to the Administrative Agent and the Majority Lenders of the date receipt of this Agreementall licenses, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement)permits, of which the net revenues approvals and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributorconsents, if any, on a nonrequired with respect to such acquisition (including, without limitation, the consents of the respective municipal franchising authorities to the acquisition of the respective CATV Systems being acquired (if any)); (G) the entire amount of the consideration payable by the Borrowers and their Subsidiaries in connection with such acquisition (other than customary post-exclusive Level Playing Field basisclosing adjustments and indemnity obligations, of any life insurance or annuity product and other than Indebtedness incurred in connection with such acquisition that is distributed by such Target Affiliated Distributor permitted under paragraphs (c) or (f) of Section 8.07) shall be payable on a non-exclusive basis either immediately before or following the date of such acquisition; provided; (H) none of the Borrowers nor any of its Subsidiaries shall, that in connection with such right acquisition, assume or remain liable in respect of (x) any Indebtedness of the seller or sellers (except for Indebtedness permitted under Section 8.07(f)) or (y) other obligations of the seller or sellers (except for obligations incurred in the ordinary course of business in operating the CATV System so acquired and necessary or desirable to the continued operation of such CATV System); (I) to the extent the assets purchased in such acquisition shall be subject to any applicable contractual Liens not permitted hereunder, such Liens shall have been released (or arrangements for such release satisfactory to the Administrative Agent shall have been made); (J) to the extent applicable, the Borrowers shall have complied with the provisions of Section 8.16, including, without limitation, to the extent not theretofore delivered, delivery to the Administrative Agent of (x) the certificates representing the shares of stock or other restrictions ownership interests, accompanied by undated stock powers or other powers executed in blank, and (y) the agreements, instruments, opinions of counsel and other documents required under Section 8.16; Table of Contents (K) after giving effect to such acquisition the Borrowers shall be in compliance with Section 8.10 (the determination of such compliance to be calculated on a pro forma basis, as at the end of and for the fiscal quarter most recently ended prior to the date of such acquisition for which financial statements of the Borrowers and their Subsidiaries are available, under the assumption that such Target Affiliated Distributor is bound.acquisition shall have occurred, and any Indebtedness in connection therewith shall have been incurred, at the beginning of the applicable period, and under the assumption that interest for such period had been equal to the actual weighted average interest rate in effect for the Loans hereunder on the date of such acquisition), and the Borrowers shall have delivered to the Administrative Agent a certificate of a Senior Officer showing such calculations in reasonable detail to demonstrate such compliance;

Acquisitions. (a) Notwithstanding anything in During the term of this Agreement Agreement, Manager, as an independent broker or independent commission agent, may arrange for the purchase of Containers by Owner (an “Acquisition”). In no event shall the Manager arrange for the purchase of one or more Containers by the Owner unless all of the following conditions have been met with respect to the contrary, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be such acquisition of Container(s): (i) deemed On or before the date on which the Owner becomes obligated to be in violation purchase any Container related to such Acquisition, an Eligible Lessee has entered into a Finance Lease that is an Eligible Finance Lease with respect to all of this Agreement or any International Selling Agreement or the Containers that are the subject of such Acquisition; (ii) obligated hereunder or under The Manager has delivered to the Owner and the shareholders of the Owner calculations demonstrating that, based on the terms and conditions of such Eligible Finance Lease, the Owner shall comply with the minimum Expected Margin and minimum Gross Yield with respect to such Containers and Eligible Finance Leases; and (iii) The Manager has delivered to the Owner calculations demonstrating that, after giving effect to such Acquisition, the Owner shall be in compliance with all of the Equipment Parameters. (b) If Manager arranges any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for Acquisition in accordance with the Sales Forceprovision of Section 4.4(a), Owner shall be obligated to purchase from the applicable seller all related Containers and assets so long as the conditions precedent to the making of Loans shall have been fulfilled as of the date of such purchase. (c) For each Container acquired under this Section 4.4, the Owner shall pay to the Persons specified below the following fees: (i) if Manager originates the related Eligible Finance Lease of such violation would ariseOwner Container, or to the Manager a fee equal to one and one quarter percent (1.25%) of the Original Equipment Cost of such action would be required to be taken, solely as a result of Parent Container, (ii) if the Owner or one of its Affiliates acquiring assets or a business of any Person engaged in originates the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider related Eligible Finance Lease of such Product or New Product to such International Parent Distributor. (b) IfOwner Container, at any time prior to the seventh anniversary of the date of this Agreement, Owner a fee equal to one and one quarter percent (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x1.25%) of the Acquisition AgreementOriginal Equipment Cost of such Owner Container, and (iii) if Manager and the Owner jointly originate the related Eligible Finance Lease of such Owner Container, for to the avoidance Manager a fee equal to nine tenths of doubtone percent (0.90%) and to the Owner, excluding realized gains) derived from a Competitive Business fee equal to thirty five hundredths of one percent (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi0.35%) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder Original Equipment Cost of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundOwner Container.

Acquisitions. Seller shall not, and shall cause all of its Affiliates and all of their respective officers, directors, members, employees, agents and representatives (including any investment banker, attorney or accountant retained or engaged by that party) to not: (a) Notwithstanding anything in this Agreement to the contraryinitiate, but subject to Section 3.6(b), neither Parent nor solicit or encourage any International Parent Distributor shall be (i) deemed to be in violation of this Agreement Acquisition Proposal or any International Selling Agreement Competing Transaction; (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any Person relating to an Acquisition Proposal or a Competing Transaction; (c) facilitate any effort or attempt to make or implement an Acquisition Proposal or a Competing Transaction; (d) adopt or approve any Acquisition Proposal or any Competing Transaction or resolve to do the same; or (iie) obligated hereunder enter into any agreement, instrument or under document with respect to, commit to consummate or consummate any International Selling Agreement to take Acquisition Proposal or any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one Competing Transaction. Seller immediately shall cease and terminate and shall cause each of its Affiliates acquiring assets and all of their respective officers, directors, members, employees, agents and representatives (including any investment banker, attorney or a business of accountant retained or engaged by that party) to cease and terminate, all discussions and negotiations heretofore conducted with any Person engaged in (other than the distribution of financial services products following Parents and Purchaser) regarding any Acquisition Proposal or Competing Transaction, and Seller shall promptly request the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit return or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product destruction (with written confirmation to such International Parent Distributor. (beffect received from any such person) If, at of all non-public information furnished to any time prior to the seventh anniversary of the date such Person. For all purposes of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) violations of the restrictions set forth in this Section 5.05 by any director, officer, member, partner, shareholder or employee of Seller or any of its Affiliates or by any Principal shall be deemed a direct breach of this Section 5.05 by Seller. Seller immediately shall advise the Parents orally of (and within 24 hours thereafter, it shall confirm in writing) its receipt of an Acquisition AgreementProposal or a Competing Transaction, andas the case may be, for including the avoidance identity of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amountPerson making the same and the material terms and conditions thereof, and (ii) Parent provide unredacted copies to the Parents of any documents relating to such Acquisition Proposal or Competing Transaction, as the case may be. Seller promptly shall inform the Parents of all changes, modifications and amendments to the terms of each such Acquisition Proposal or Competing Transaction, as the case may be, and shall not and shall cause its Affiliates are permitted not to acquire such Target Business pursuant enter into any confidentiality agreement with any Person which restricts or prohibits Seller from providing to Sections 6.17(a)(x) the Parents the foregoing information regarding any Acquisition Proposal or 6.17(a)(xi) Competing Transaction, as the case may be, or which provides for any exclusive right of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance negotiation or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is bounddealing.

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for any Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, unless: (a) Notwithstanding anything in this Agreement the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the contraryline or lines of business of the Person to be acquired are the same as, but subject similar to Section 3.6(b)or related to one or more line or lines of business conducted by SEI and its Subsidiaries; (b) no Default or Event of Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition; (c) immediately after giving effect thereto, neither Parent nor any International Parent Distributor Available Liquidity shall be greater than or equal to $25,000,000; (d) the Person acquired shall either (i) deemed to be in violation a wholly-owned Domestic Subsidiary, or be merged into SEI or an SEI Guarantor, immediately upon consummation of this Agreement the Acquisition (or any International Selling Agreement if assets are being acquired, the acquiror shall be SEI or a SEI Guarantor), or (ii) obligated hereunder be a wholly-owned Subsidiary of one or under any International Selling Agreement to take any action both of the PR Borrowers or of a PR Guarantor, or be merged into a PR Borrower or a PR Guarantor, immediately upon the consummation of the Acquisition (including to make any adjustment to commissionsor if assets are being acquired, economic inducements the acquiror shall be a PR Borrower or other benefits for the Sales Forcea PR Guarantor), if such violation would arise, or such action would be required to be taken, solely as a result provided that the aggregate Cost of Parent or one Acquisition of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of all Acquisitions permitted under this Agreement; provided, however, that nothing in this Section 3.6(apart (d)(ii) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor.not exceed $30,000,000; (be) If, at any time prior to the seventh anniversary of the date of this Agreement, either: (i) Parent acquires after giving pro forma historical effect to such Acquisition, (A) the Consolidated Leverage Ratio shall be at least 0.50 less than the then maximum permitted Consolidated Leverage Ratio under Section 7.01(a) (e.g., if the maximum permitted Consolidated Leverage Ratio at the time of the applicable Acquisition is 5.00 to 1.00, then the maximum Consolidated Leverage Ratio required to comply with this clause is 4.50 to 1.00) and (B) the Consolidated Senior Secured Leverage Ratio shall be less than or equal to 1.25 to 1.00, in each case which shall be demonstrated in a Target Business Compliance Certificate delivered pursuant to subsection (as defined f)(ii) below or, in the event no such Compliance Certificate is required and the Cost of Acquisition Agreementof such Acquisition exceeds $5,000,000, in a separate calculation provided to the Administrative Agent, or (ii) the Cost of Acquisition of such Acquisition, when combined with the Cost of Acquisition of all other Acquisitions consummated since the beginning of the then-current fiscal year, does not exceed the sum of (A) $75,000,000, and (B) the amount permitted by this subsection (e)(ii) (without giving effect to any Acquisition consummated in reliance on subsection (e)(i), of which the net revenues and net earnings () but not used in each caseprevious fiscal year (including cumulative carryovers) beginning with the fiscal year ending October 31, calculated 2009; and (f) in a manner consistent with Section 6.17(a)(xthe event the Cost of Acquisition of such Acquisition exceeds $20,000,000, SEI shall have furnished to the Administrative Agent (i) pro forma historical financial statements as of the end of the most recently completed fiscal year of SEI and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business a Compliance Certificate prepared on a historical pro forma basis as of the most recent date for which financial statements have been furnished pursuant to Sections 6.17(a)(xSection 5.06(a) or 6.17(a)(xiSection 6.01(a) or (b) giving effect to such Acquisition and all other Acquisitions since the last such certificate was delivered, which certificate shall demonstrate that no Default or Event of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either Default would exist immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundafter giving effect thereto.

Acquisitions. (a) Notwithstanding anything in this Agreement to the contrary, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be (i) deemed Subject to compliance with subsection (ii) of this Section 7.6(b), (A) the Borrower and its Restricted Subsidiaries may make Acquisitions of Telecommunications Assets and Telecommunications Businesses (including swaps of Telecommunications Assets and Telecommunications Businesses), (B) the Borrower, solely through the issuance of its common stock, may make Acquisitions of or Investments in additional Subsidiaries which are engaged in a Telecommunications Business, and (C) the Borrower and its Restricted Subsidiaries may make Investments in Unrestricted Subsidiaries in an amount not to exceed (x) $500,000,000 plus (y) an amount equal to the cash proceeds from sales or issuances of public or private capital stock or Subordinated Debt of the Borrower plus (z) amounts Invested pursuant to clause (x) above in an Unrestricted Subsidiary, upon (A) such Unrestricted Subsidiary being subsequently designated as a Restricted Subsidiary, or (B) any such Investment being subsequently returned to the Borrower by such Unrestricted Subsidiary. (ii) No Acquisitions or Investments otherwise permitted under Section 7.6(b) hereof may be consummated unless: (A) the Borrower shall have demonstrated through revised projections assuming the consummation of the Acquisition or Investment its pro forma compliance with Sections 7.8, 7.9, 7.10, and 7.11 hereof, after giving effect to such Acquisition or Investment, as the case may be, and shall have certified to the Administrative Agent and the Lenders that such Acquisition or Investment, as the case may be, shall not have a Materially Adverse Effect; (B) with respect to any Acquisition or Investment of more than $10,000,000, the Borrower shall provide the Administrative Agent and the Lenders with notice thereof, not less than thirty (30) days prior to the proposed closing thereof, and with copies of all material information pertaining to such Acquisition or Investment, as the case may be, and a certificate signed by the chief financial officer of the Borrower, certifying the Borrower's pro forma compliance with the covenants listed in violation item (A) of this subsection, together with any calculations necessary to demonstrate such compliance; (C) Section 5.13 of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits has been complied with except for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged Investments in the distribution of financial services products following the date of this AgreementUnrestricted Subsidiaries; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor.and (bD) IfAny swap of Telecommunications Assets or Telecommunications Businesses must be exchanged for fair market value, at any time prior to as determined by the seventh anniversary board of directors of the date of this Agreement, (i) Parent acquires a Target Business (as defined in Borrower or the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire applicable Restricted Subsidiary making such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundexchange.

Acquisitions. The Borrower shall not, and shall not permit any Subsidiary to, make any Acquisition except (a) Notwithstanding anything single Acquisitions, the Acquisition Consideration for which does not exceed $3,500,000 and so long as in this Agreement any fiscal year the aggregate Acquisition Consideration paid by the Borrower and the Subsidiaries for all Acquisitions during such fiscal year does not exceed $7,500,000 and (b) single Acquisitions the aggregate Acquisition Consideration for which equal or exceeds $3,500,000, if each Lender receives financial projections in form and substance acceptable to the contrary, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be Lenders and demonstrating compliance with (i) deemed to be the covenants described in violation of this Agreement or any International Selling Agreement or Section 6.3(a) hereof and (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely repayments as a result of Parent the reductions in the Commitment set forth in Section 2.6(c) hereof, each after giving effect to such acquisition and for the period beginning on such date of acquisition and ending on Maturity Date; and, in the case of each permitted Acquisition set forth above, only so long as in each such case (A) the Lenders shall have received prior written notice at least 30 Business Days prior to the date of such transaction, (B) the Administrative Lender shall have received at least 10 Business Days prior to the date of such transaction a Compliance Certificate in the form required by Section 6.3 hereof, but setting forth the covenant calculations described in Section 6.3(a) hereof both prior to and after giving effect to the proposed transaction, (C) no Default or one Event of its Affiliates acquiring Default shall exist prior to or after such Acquisition, (D) the Person who is, or whose assets or a business of any Person are being, acquired is engaged in the distribution Borrower's Business, (E) the capital stock, partnership interests and Intercompany Notes, as applicable, of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor. (b) If, at any time prior Subsidiary being acquired are pledged pursuant to the seventh anniversary of the date of this appropriate Pledge Agreement, (iF) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) assets of the Acquisition AgreementSubsidiary being acquired, andor the assets being acquired, for are pledged pursuant to the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, appropriate Security Agreement and (iiG) Parent or its Affiliates are permitted the Subsidiary being acquired becomes party to acquire such Target Business pursuant a Subsidiary Guaranty. SECTION 8. Amendment to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is bound.Section 7.11

Acquisitions. (a) Notwithstanding anything Between the date of the signing of the Merger Agreement and December 31, 2006, the Company shall continue to present for the approval of its Board of Directors, in this Agreement a manner consistent with its current practice, new letters of intent or definitive agreements for any hospital or clinic acquisitions or group of hospital or clinic acquisitions. If any such hospital or clinic acquisition, or group of hospital or clinic acquisitions, presented to the contraryCompany’s Board of Directors at a particular time, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be has a purchase price (aggregated in the case of a group of acquisitions) which exceeds either (i) deemed to be in violation six times such target’s (or targets’) trailing twelve month EBITDA as of this Agreement or any International Selling Agreement the end of the most recent fiscal quarter of such target or (ii) obligated hereunder 1.1 times the aggregate of such target’s (or under any International Selling Agreement to take any action targets’) trailing twelve month revenue as of the end of the most recent fiscal quarter of such target (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Forcetargets), any such acquisition or group of acquisitions shall be subject to the approval of an acquisition committee of the Parent Board consisting of one person that Parent expects to designate as its post-closing Board of Directors nominees in accordance with Section 5.3 below, a member of Parent’s Special Committee and an additional person who is a member of the Parent Board, which additional person may rotate among the other members of the Parent Board (the “Acquisition Committee”), which approval shall not unreasonably be withheld. The Acquisition Committee shall be deemed to have approved any acquisition presented for its approval pursuant to this Section 4.2 if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one it does not notify the Company of its Affiliates acquiring assets or a disapproval of such acquisition within seven business of any Person engaged in the distribution of financial services products days following the date of the presentation of such acquisition by the Company to the Acquisition Committee. (b) From the date of this AgreementAgreement until the earlier of the termination of this Agreement pursuant to its terms or the Closing, the Company will permit Parent to send up to three non-voting observers to attend the portion of the meetings of the Company’s Board of Directors at which the Company Board reviews possible hospital or clinic acquisitions and will provide such observers with a copy of all information that is provided to the Company Board regarding such possible acquisitions at the same time as such information is first provided to the Company Board; provided, however, that nothing in this Section 3.6(a) shall limit the Company reserves the right to exclude such observers from access to any material or restrict any obligations meeting or portion thereof if the Company believes that such exclusion is reasonably necessary to preserve the attorney-client privilege; provided, further, however, that Parent shall not, and shall cause such observers not to, disclose or use any International Parent Distributor has to distribute on an exclusive basis a Product confidential information disclosed at or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or in connection with any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor. (b) If, at any time prior to the seventh anniversary meeting of the date Company Board or consent of the Company Board. For purposes of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent “ Permitted Acquisition” shall mean any hospital or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product clinic acquisition that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundpermitted under this Section 4.2.

Acquisitions. The Borrower shall not, and shall not permit any Subsidiary of Borrower to, make any Acquisitions; provided, however, if immediately prior to and after giving effect to the proposed Acquisition there shall not exist a Default or Event of Default, the Borrower or any Subsidiary of the Borrower may make Acquisitions so long as (ai) such Acquisition shall not be opposed by the board of the directors of the Person being acquired, (ii) Lenders shall have received written notice at least 15 Business Days prior to the date of such Acquisition, (iii) the Administrative Lender shall have received at least 10 Business Days prior to the date of such Acquisition a Compliance Certificate setting forth the covenant calculations both immediately prior to and after giving effect to the proposed Acquisition, (iv) the assets, property or business acquired shall be in the business described in SECTION 4.1(d) hereof and the Administrative Lender for the benefit of the Lenders shall have a first priority Lien in such assets except for Liens permitted in clause (f) of the definition of Permitted Liens, (v) the aggregate consideration (exclusive of Equity in the Borrower or any Subsidiary of the Borrower, but inclusive of any Indebtedness incurred or assumed by the Borrower or any Subsidiary of the Borrower) paid or given by the Borrower and/or Borrower's Subsidiaries during any calendar year in connection with Acquisitions shall not exceed $20,000,000 and (vi) at the Borrower's option, (A) such Subsidiary shall execute a Subsidiary Guaranty of the Obligations and a Security Agreement granting a first priority Lien in all its assets of the types or classes included in the Collateral, except for Liens permitted in clause (f) of the definition of Permitted Liens, to secure the Obligations and (B) the Lenders receive such board resolutions, officer's certificates and opinions of counsel as the Administrative Lender shall reasonably request in connection with the actions described in clause (A) above. Notwithstanding anything in this SECTION 7.6 or any other provision of this Agreement to the contrary, but subject the aggregate amount of expenditures in respect of Acquisitions of, and Investments in, Subsidiaries of the Borrower that are not Obligors shall not exceed (calculated immediately prior to Section 3.6(b), neither Parent nor any International Parent Distributor shall be (i) deemed to be in violation of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(aeach such Investment or Acquisition) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider 5% of such Product or New Product to such International Parent Distributor. (b) If, Net Worth at any time prior to the seventh anniversary of the date of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundoutstanding.

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for any Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, other than Acquisitions satisfying the conditions below (the "Permitted Acquisitions"). So long as no Default or Event of Default has occurred and is continuing, the Borrower or any Subsidiary of the Borrower may engage in any Acquisition with any Person whose line or lines of business include the distribution of medical, dental, veterinary, hospital, or health care technology, provided that: (a) Notwithstanding after giving effect to any such Acquisition, no Default or Event of Default shall exist at the time of any such Acquisition or at the time or as a result of the consummation of the transaction contemplated thereby; (b) the Borrower shall notify the Lenders of the consummation of any such Acquisition, with respect to which the aggregate cash amount paid or payable exceeds $25,000,000, within 15 Business Days of the consummation thereof, and provide the Lenders at such time with evidence reasonably satisfactory to the Lenders (which evidence shall include pro forma financial statements after giving effect to the proposed Permitted Acquisition) that after giving effect to such Acquisition, no Default or Event of Default shall have existed at the time of any such Acquisition or at the time or as a result of the consummation of the transactions contemplated thereby; (c) the aggregate cash amounts paid or payable with respect to any one Acquisition (whether structured as a single transaction or a series of related transactions) from and after the date hereof to and including the Termination Date shall not exceed an amount equal to 25% of the Aggregate Revolving Credit Commitments at the time of consummation of any such transaction without the prior written consent of the Majority Lenders; (d) if, upon the closing of the transactions contemplated by an Acquisition, any such acquiring or acquired Person is or becomes a Significant Subsidiary, simultaneously with a consummation of such transaction such Significant Subsidiary shall become a Guarantor pursuant to the provisions of subsection 7.13; and (e) notwithstanding anything in this Agreement contained herein to the contrary, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor no hostile takeover shall be attempted or consummated (ii.e., an Acquisition that has not been either (1) deemed to be in violation approved by the board of this Agreement or any International Selling Agreement directors of the corporation which is the subject of such Acquisition or (ii2) obligated hereunder or under any International Selling Agreement recommended for approval by such board to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider shareholders of such Product or New Product to such International Parent Distributor. (b) If, at any time prior to corporation and subsequently approved by the seventh anniversary of the date of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder shareholders of such sevencorporation as required under applicable law or by the by-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, laws and the certificate or incorporation of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundcorporation).

Acquisitions. (a) Notwithstanding anything in this Agreement to the contraryThe Company will not, but subject to Section 3.6(b)nor will it permit any Subsidiary to, neither Parent nor any International Parent Distributor shall be (i) deemed to be in violation of this Agreement make or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including commit to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this AgreementAcquisition; provided, however, that nothing the Company may make one or more Acquisitions of a retail rental business (and Acquisitions of the capital stock of any corporation, or the equity interests in this Section 3.6(aany partnership or other firm, in each case engaged primarily in the retail rental business if substantially concurrent with such Acquisition, the corporation, partnership or firm so acquired merges or dissolves into the Company) shall limit or restrict any obligations that Parent if: (a) the Company promptly informs the Lenders of all principal terms and conditions applicable to the Acquisition and furnishes the Lenders such other information regarding the Acquisition as the Agent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor.Lender shall reasonably request; (b) Ifthe Company demonstrates that on a pro forma basis after giving effect to the subject Acquisition, at the Company will continue to comply with all the terms and conditions of the Loan Documents, such demonstration to require even without request from any time Lender that the Company provide each Lender no later than 30 days prior to the seventh anniversary closing of the date of this Agreement, such Acquisition (i) Parent acquires a Target Business (as defined certificate signed by the President, Executive Vice President or the chief financial officer of the Company in the form of Exhibit C attached hereto prepared on a pro forma basis after giving effect to the closing of such Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted pro forma financial projections for the twelve months following the subject Acquisition; (c) after giving effect to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) Acquisition, at least 40% of the aggregate consideration paid by the Company and its Subsidiaries for such Acquisition Agreementand all other Acquisitions closed on and at any time after the date hereof on a cumulative basis (including as such consideration, then Purchaser through the Purchaser Insurers assumption by the Company or any Subsidiary of any Indebtedness for Borrowed Money of each Person acquired) will have been funded out of the proceeds of substantially concurrent cash equity contributions to the Company, or to the extent the Required Lenders in their sole discretion agree, the proceeds of Subordinated Debt issued by the Company or any Subsidiary; (d) the Board of Directors or other governing body of the Person whose assets or capital stock is being so acquired has approved the terms of the Acquisition; (e) at the time of such Acquisition and immediately giving effect thereto, no Default or Event of Default shall have occurred or be continuing; and (f) except in the right during case of the remainder of Zodiac Acquisition and the A to Z Washington Acquisition, the Required Lenders in their sole discretion shall have provided their written consent to such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundAcquisition.

Acquisitions. The Company will not, nor will it suffer or permit any of its Subsidiaries to, make any Acquisition unless, after giving effect to such Acquisition (the "subject Acquisition"), all of the following requirements are satisfied: (a) Notwithstanding anything in this Agreement during the 12-month period ending on the last day of the month prior to the contraryclosing of the subject Acquisition, the aggregate consideration paid (including, without limitation, Indebtedness for borrowed money incurred or assumed) for all Acquisitions during such period (including, on a pro forma basis, the subject Acquisition) does not exceed 50% of Consolidated Tangible Net Worth as of the last day of such period (including all Acquisitions during such period including, on a pro forma basis, the subject Acquisition); (b) the total consideration paid (including, without limitation, Indebtedness for borrowed money incurred or assumed, but subject to Section 3.6(b)excluding secured purchase money Indebtedness, neither Parent nor including Capitalized Lease Obligations permitted under §5.14(f) for any International Parent Distributor shall be (i) deemed to be in violation one Acquisition or series of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreementrelated Acquisitions does not exceed $75,000,000; provided, however,that the cash consideration and all Indebtedness incurred or assumed in any one Acquisition (excluding secured purchase money Indebtedness, that nothing in this Section 3.6(aincluding Capitalized Lease Obligations permitted under §5.14(f) shall limit not exceed an amount equal to the sum of (i) $25,000,000, (ii) the net cash proceeds received from asset dispositions (other than Permitted Accounts Receivable Financing Facilities) within the prior 12 months (excluding any such proceeds counted towards prior Acquisitions), and (iii) the net cash proceeds received from any equity offering; (c) at the time of any Acquisition and after giving effect thereto no Default or restrict Event of Default shall have occurred and be continuing; and (d) such Acquisitions are not opposed by the board of directors or management of any obligations that Parent Person or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement business to be acquired. Notwithstanding the exclusive provider foregoing, the Company will not, nor will it permit any of such Product or New Product its Subsidiaries to, make any Acquisition with the proceeds of any Indebtedness if the Funded Leverage Ratio (determined on a pro forma basis both before and after giving effect to such International Parent Distributor. Acquisition) is greater than 3.25 to 1.0. For purposes hereof, (a) Consolidated EBITDA may be adjusted by the Company in connection with such Acquisition to the extent approved by the Required Holders and (b) If, at the Funded Debt of any time prior Person to be acquired by the seventh anniversary Company or any Subsidiary shall be included in the calculation of the Funded Leverage Ratio as if such Person were a Subsidiary as of the date of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundAcquisition.

Acquisitions. (a) Notwithstanding anything in this Agreement to the contraryThe Borrower shall not, but subject to Section 3.6(b)and shall not permit ------------ any Subsidiary of Borrower to, neither Parent nor any International Parent Distributor shall be (i) deemed to be in violation of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this AgreementAcquisitions; provided, however, that nothing in this Section 3.6(aif (a) immediately prior to and after giving effect to the proposed Acquisition there shall limit not exist a Default or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider Event of such Product or New Product to such International Parent Distributor. Default and (b) Ifimmediately after giving effect to the proposed transaction the Unused Portion shall be no less than $5,000,000, the Borrower or any Subsidiary of the Borrower may make Acquisitions so long as (i) such Acquisition shall not be opposed by the board of the directors of the Person being acquired, (ii) Lenders shall have received written notice at any time least 15 Business Days prior to the seventh anniversary date of such Acquisition, (iii) the Administrative Agent shall have received at least 10 Business Days prior to the date of this Agreementsuch Acquisition a Compliance Certificate setting forth the covenant calculations both immediately prior to and after giving effect to the proposed Acquisition, (iiv) Parent acquires a Target Business (as defined the assets, property or business acquired shall be in the Acquisition Agreementbusiness described in Section 4.1(d) hereof and the Administrative Agent for the -------------- benefit of the Lenders shall have a first priority Lien in substantially all of such assets (or, if less than substantially all of such assets, such assets required by the Determining Lenders to be pledged), of which the net revenues and net earnings except for Permitted Liens, (in each case, calculated v) if such Acquisition results in a manner consistent with Section 6.17(a)(xDomestic Subsidiary, (A) such Subsidiary shall execute a Subsidiary Guaranty of the Acquisition AgreementObligations and Collateral Documents granting a first priority Lien in substantially all of such assets (or, andif less than substantially all of such assets, all assets required by the Determining Lenders to be pledged), except for Permitted Liens to secure the avoidance Obligations, (B) 100% of doubtsuch Subsidiary's Equity Interests shall be pledged to secure the Obligations and (C) the Administrative Agent on behalf of the Lenders shall have received such board resolutions, excluding realized gainsofficer's certificates and opinions of counsel as the Administrative Agent shall reasonably request in connection with the actions described in clauses (A) derived from a Competitive Business and (as defined in the Acquisition AgreementB) are more than a de minimis amountabove, and (iivi) Parent or its Affiliates are permitted if such Acquisition results in a Foreign Subsidiary, (A) 65% of such Subsidiary's Equity Interests shall be pledged to acquire such Target Business pursuant to Sections 6.17(a)(xsecure the Obligations and (B) or 6.17(a)(xi) the Administrative Agent on behalf of the Acquisition Agreement, then Purchaser through the Purchaser Insurers Lenders shall have received such board resolutions, officer's certificates and opinions of counsel as the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either Administrative Agent shall reasonably request in connection with clause (A) immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundpreceding.

Acquisitions. (a) Notwithstanding anything in this Agreement to the contrary, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor No Company shall be (i) deemed to be in violation of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreementeffect an Acquisition; provided, however, that nothing a Company may effect an Acquisition so long as: (a) in this Section 3.6(a) the case of a merger, amalgamation or other combination including a Borrower (other than US Borrower), such Borrower shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer be the surviving entity and, if such Purchaser Insurer has the right under this Agreement merger, amalgamation or any International Selling Agreement to other combination includes US Borrower, US Borrower shall be the exclusive provider of such Product or New Product to such International Parent Distributor.surviving entity; (b) Ifin the case of a merger, at any time amalgamation or other combination including a Credit Party (other than a Borrower), a Credit Party shall be the surviving entity; (c) the business to be acquired shall be similar or complimentary to the lines of business of the Companies; (d) the Companies shall be in full compliance with the Loan Documents both prior to and after giving pro forma effect to such Acquisition; (e) no Default or Event of Default shall exist prior to or after giving pro forma effect to such Acquisition, thereafter shall begin to exist; (f) such Acquisition is not actively opposed by the seventh anniversary board of directors (or similar governing body) of the date selling Persons or by a majority of this Agreementthe Persons whose equity interests are to be acquired; (g) the purchase price for any Acquisition by a Foreign Subsidiary that is not a Credit Party, or of a Foreign Subsidiary by a Domestic Subsidiary that is not a Credit Party, shall be solely from (i) Parent acquires a Target Business the cash-flow of one or more Foreign Subsidiaries, (as defined ii) the proceeds of the Loans made to one or more Foreign Borrowers, or (iii) Subordinated Indebtedness incurred in the Acquisition Agreementaccordance with and subject to Section 5.8(h), Section 5.8(n) and/or Section 5.8(o) hereof; (h) the purchase price for any Acquisition by a Foreign Borrower or a Foreign Guarantor of Payment shall be from (i) the cash-flow of one or more Foreign Subsidiaries, (ii) the proceeds of the Loans made to one or more Foreign Borrowers, or (iii) Subordinated Indebtedness incurred in accordance with and subject to Section 5.8(h), Section 5.8(n) and/or Section 5.8(o) hereof; (i) with respect to any Acquisition the Consideration for which is in excess of Fifty Million Dollars ($50,000,000), US Borrower shall have provided to Agent and the net revenues Lenders, at least ten (10) Business Days following such Acquisition, historical financial statements of the target entity and net earnings (in each case, calculated in a manner consistent pro forma financial statement of the Companies accompanied by a certificate of a Financial Officer of US Borrower showing pro forma compliance with Section 6.17(a)(x) of 5.7 hereof, both before and after the Acquisition Agreement, andproposed Acquisition; provided that, for the avoidance purpose of doubtcomplying with the notice and disclosure requirements set forth in this subsection (i), excluding realized gains) derived from a Competitive Business (as defined in the amount of Consideration for an Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted shall be deemed to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) be US Borrower’s best estimate of the total Consideration to be paid for such Acquisition Agreement, then Purchaser through the Purchaser Insurers in accordance with SEC disclosure and calculation requirements; and (j) US Borrower shall have the right during the remainder Available Liquidity of no less than Twenty-Five Million Dollars ($25,000,000) after giving effect to such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundAcquisition.

Acquisitions. Not, and not permit any Subsidiary to, make any Acquisition other than Acquisitions that meet the following requirements (each a “Permitted Acquisition”); (a) Notwithstanding anything in this Agreement to the contrary, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be (i) deemed business or Person to be acquired is in violation the same or substantially similar line of this Agreement business as the Borrower or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or is in a business that is reasonably related to such a line of any Person engaged business and has its primary operations located in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor.United States; (b) Ifif such Acquisition is structured as a merger involving the Borrower or another Loan Party, the Borrower or such Loan Party shall be the surviving entity and the Borrower or such Loan Party shall acquire 100% of the acquired entity; (c) no Event of Default or Unmatured Event of Default shall exist or result from such Acquisition; (d) such Acquisition is not actively opposed by the Governing Body of the selling Persons or the Persons whose Equity Interests are to be acquired; (e) the Borrower shall have delivered to the Administrative Agent, at any time least 10 Business Days prior to such Acquisition, or such shorter period as the seventh anniversary of the date of this AgreementRequired Lenders may consent to, (i) Parent acquires a Target Business certificate of a Responsible Financial Officer of the Borrower demonstrating, to the satisfaction of the Administrative Agent, (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent A) pro forma compliance with Section 6.17(a)(x11.17, both 70 Patriot National Credit Agreement before (looking back four complete fiscal quarters) and after giving effect to such Acquisition, and (B) after giving effect to such Acquisition, the Total Leverage Ratio is at least 0.20 less than the maximum Total Leverage Ratio, permitted as of the Acquisition Agreement, and, for last day of the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amountcurrent Computation Period pursuant to Section 11.17.1, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) if the total revenues of the target of the Acquisition Agreementequal 15% or more of the revenues of the Borrower and its Subsidiaries, then Purchaser through either (x) audited financial statements for the Purchaser Insurers shall have most recently completed fiscal year of the right during the remainder of such seven-year period Person to be acquired, prepared by a provider nationally recognized accounting firm, or (y) the results of an audit or a due diligence review of the Person or assets to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, be acquired prepared by an accounting firm acceptable to the Administrative Agent; and (f) the Borrower has at least $10,000,000 of any life insurance or annuity product that is distributed by liquidity (in the form of cash and/or unused Revolving Commitments) both before and after giving effect to such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundAcquisition.

Acquisitions. (a) Notwithstanding anything 13.1 Where either party makes an acquisition in this Agreement which it has majority ownership and the acquiring party has control to cause the acquisition to offer an intellectual property license relating to WDM Products Business to the contraryCompany, but immediately after the completion of the acquisition the Company will be offered a nonexclusive, Non-assignable license limited to use for the WDM Product Business based on commercially reasonable terms including lump sum and royalty terms. The Company shall have a period of thirty (30) days from the date of such offer to accept such license. Neither party is otherwise obligated to license or otherwise share such intellectual property with the Company or the other party. 13.2 Notwithstanding the voting provision contained in Section 10.1, where either OCLI or JDS makes an acquisition in which it has majority ownership (the "Acquiring Party") and the acquisition's existing business includes WDM Products Business, the Acquiring Party shall offer to the joint venture, immediately after the completion of the acquisition, acting through the members of the Management Committee or the governing body of the Company who are unaffiliated with the Acquiring Party, the right to have the Acquiring Party=s share of Transaction Profits of the acquisition's WDM Products Business included in the calculation of Profit sharing between the parties pursuant to Article VI of this Agreement. If the joint venture so elects within thirty (30) days from the date of such offer to so participate, as consideration for the right to so share in such Transaction Profits, the Acquiring Party shall be compensated by the non-acquiring party (the "Other Party"), in cash or other consideration acceptable to the Acquiring Party, an amount that shall be equal to the portion of the acquisition costs, including expenses (including costs associated with determining the portion of the acquired company's business allocable to the WDM Products Business), that is attributed to the WDM Business of the acquired company (reflecting the fact that the non-acquiring party will be acquiring a Profit interest without any equity ownership, and taking into account the remaining term of the Agreement under Section 9.2, and subject to Section 3.6(b)additional payments by the Other Party at the beginning of each renewal term of the Agreement) times one-third where OCLI is the Other Party and two-thirds where JDS is the Other Party. Alternatively, neither Parent nor any International Parent Distributor the Acquiring Party may at its sole option agree with the Other Party to adjust the Profit sharing pursuant to Article VI to replace a portion or all of the said cash amount. If the joint venture does not so elect within the specified time period, the acquired company's business shall be (i) deemed to be in violation completely outside the scope of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would and not be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged included in the distribution calculation of financial services products following Profit. For greater certainty, where the date of this Agreement; providedAcquiring Party is OCLI, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent DistributorOther Party is JDS and vice-versa. (b) If, at any time prior to the seventh anniversary of the date of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is bound.

Acquisitions. (a) Notwithstanding anything in this Agreement The Borrower shall not, and not permit any subsidiary to the contrary, but subject to Section 3.6(b), neither Parent nor conduct any International Parent Distributor shall be Acquisition unless: (i) deemed the business or division acquired are for use, or the Person acquired is engaged, in a business which would not cause the general nature of the business in which the Borrower and its subsidiaries, taken as a whole, are engaged immediately after giving effect to such Acquisition to be substantially changed from the general nature of the business in violation of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissionswhich the Borrower and its subsidiaries, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely taken as a result of Parent whole, are engaged on or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following immediately prior to the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor.; (b) If, at any time prior to the seventh anniversary of the date of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before and after giving effect to such Acquisition, no Event of Default or following Default shall exist; (iii) immediately after giving effect to such acquisitionAcquisition, the Borrower is in pro forma compliance with all the financial ratios and restrictions set forth in Section 9.14; provided, that (x) the Borrower shall calculate such right pro forma compliance based upon the most-recent trailing twelve month historical financial statements for the Borrower and the target to be acquired, (y) all such information for the Borrower and the target shall be subject used and shall comply with the defined terms (such as, for example, Consolidated Net Income) used in this Agreement to calculate, among other things, financial covenants, and (z) the following formula shall be used to determine the target’s EBITDA: Consolidated Net Income plus, to the extent deducted in determining such Consolidated Net Income, interest expense, income and franchise tax expense, depreciation and amortization; (iv) in the case of the Acquisition of any applicable contractual Person, the board of directors or similar governing body of such Person has approved such Acquisition prior to the occurrence thereof ; (v) to the extent available, reasonably prior to such Acquisition, the Lender shall have received complete executed or conformed copies of each material document, instrument and agreement to be executed in connection with such Acquisition together with all lien search reports and lien release letters and other restrictions by documents as the Lender may require to evidence the termination of liens on the assets or business to be acquired (except to the extent the Borrower or a subsidiary is assuming such liens pursuant to the Acquisition); (vi) to the extent available, Borrower shall use reasonable efforts prior to such Acquisition to provide the Lender an acquisition summary with respect to the Person and/or business or division to be acquired, such summary to include a reasonably detailed description thereof (including financial information) and operating results (including financial statements for the most recent 12 month period for which such Target Affiliated Distributor they are available and as otherwise available), the terms and conditions, including economic terms, of the proposed Acquisition, and the Borrower’s calculation of pro forma EBITDA relating thereto; and (vii) if the Acquisition is boundstructured as a merger, the Borrower or a subsidiary is the surviving entity; provided, that clauses (v) and (vi) shall apply only if the consideration paid in connection with the Acquisition is greater than $25,000,000. All capitalized terms which are used in this Article 9.8 that are not defined in Article 1.1 of this Agreement shall have the same meanings as provided in Article 1.01 of the Credit Agreement.

Acquisitions. No Company shall effect an Acquisition unless: (a) Notwithstanding anything in this Agreement no Default or Event of Default shall then exist or immediately thereafter shall begin to exist; (b) the contrary, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be Acquisition is made by (i) deemed Borrower or a Guarantor of Payment and Borrower or such Guarantor of Payment is the surviving entity of such Acquisition (in the case of a merger, consolidation or other combination) or the Person to be acquired becomes a Guarantor of Payment promptly after such Acquisition (in violation the case of this Agreement the acquisition of the stock (or any International Selling Agreement other equity interest) of a Person), or (ii) obligated hereunder or under a Foreign Subsidiary; (c) the Companies are in full compliance with the Loan Documents both prior to and subsequent to such Acquisition; (d) Borrower provides to Agent and the Banks, as early as possible and, in any International Selling Agreement event, not fewer than five (5) days prior to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider consummation of such Product or New Product to such International Parent Distributor. (b) If, at any time prior to the seventh anniversary of the date of this AgreementAcquisition, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), written notice of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amountsuch Acquisition, and (ii) Parent historical financial statements of such Person and a pro forma financial statement of the Companies accompanied by a certificate of a Financial Officer of Borrower showing pro forma compliance with Section 5.7 hereof, both before and after such Acquisition, and showing whether such Acquisition qualifies as a Type I Acquisition or its Affiliates are permitted a Type II Acquisition. For purposes of calculating pro forma compliance with Section 5.7 hereof, Borrower shall exclude the value of any assumed operating synergies; and (e) Borrower provides evidence to acquire such Target Business pursuant Agent and the Banks, in form and substance satisfactory to Sections 6.17(a)(x) or 6.17(a)(xiAgent and the Required Banks, that one (1) of the following conditions is satisfied: (i) (A) the Consideration for such Acquisition Agreementis less than Twenty- Five Million Dollars ($25,000,000), then Purchaser through and (B) such Acquisition qualifies as a Type I Acquisition; (ii) (A) the Purchaser Insurers Consideration for such Acquisition is greater than or equal to Twenty-Five Million Dollars ($25,000,000) but less than Fifty Million Dollars ($50,000,000), (B) such Acquisition qualifies as a Type I Acquisition or a Type II Acquisition, and (C) Borrower shall have maintained and can demonstrate maintenance (1) for the right during two (2) most recently completed consecutive fiscal quarters and (2) for the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, most recently completed fiscal quarter on a non-exclusive Level Playing Field basispro forma basis after giving effect to such Acquisition but without giving effect to any assumed operating synergies of (x) a Fixed Charge Coverage Ratio of no less than 1.25 to 1.00, and (y) an Interest Coverage Ratio of any life insurance or annuity product that is distributed by such Target Affiliated Distributor no less than 2.50 to 1.00; or (iii) Borrower shall have maintained and can demonstrate maintenance (1) for the two (2) most recently completed consecutive fiscal quarters and (2) for the most recently completed fiscal quarter on a non-exclusive pro forma basis either immediately before or following after giving effect to such acquisition; provided, that such right shall be subject Acquisition but without giving effect to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundassumed operating synergies of (A) a Fixed Charge Coverage Ratio of no less than 1.25 to 1.00, and (B) an Interest Coverage Ratio of no less than 3.00 to 1.00.