Common use of Investments and Acquisitions Clause in Contracts

Investments and Acquisitions. The Borrower will not, and will not permit any of its Subsidiaries to, make or suffer to exist any Investment in any Person or purchase, except: (a) Cash and Cash Equivalents; (b) Investments (other than Investments permitted under clauses (a) and (c) of this Section) existing on the Effective Date and set forth on Schedule 6.06 and any Investment that replaces, refinances or refunds any Investment made pursuant to this Section 6.06(b); provided that the amount of any such Investment may be increased (x) as required by the terms of such Investment as in existence on the date hereof or (y) as otherwise permitted hereunder; (i) Investments by any Loan Party in any other Loan Party; and (ii) Investments by the Borrower or any Subsidiary in any Subsidiary that is not a Loan Party; provided that (x) any Investment made by any Subsidiary that is not a Loan Party in any Loan Party shall be unsecured and subordinated in right of payment to the Guaranteed Obligations pursuant to an intercompany note in form and substance acceptable to the Administrative Agent and (y) Investments by Loan Parties in Subsidiaries that are not Loan Parties shall (A) not exceed $60,000,000 in the aggregate in any fiscal year (measured when such Investment is made) and (B) be limited to Investments in Foreign Subsidiaries to fund operating expenditures thereof that are incurred in the ordinary course of business and are consistent with past practices; (d) Indebtedness permitted by Section 6.01 (other than Section 6.01(c)); (e) purchases of inventory and other property to be sold or used in the ordinary course of business; (f) Acquisitions after the Effective Date by the Borrower or any other Loan Party; provided that (i) if such Acquisition is an acquisition of Capital Stock of a Person, such Acquisition shall not be opposed by the board of directors (or similar governing body) of such Person and shall, to the extent required by the terms hereof, become a Loan Party in accordance with this Agreement, (ii) no Default or Event of Default shall have then occurred and be continuing or would result therefrom, (iii) after giving effect to such Acquisition on a Pro Forma Basis, the Total Leverage Ratio is less than or equal to 3.75 to 1.00, in each case, as of the last day of the most recently ended Reference Period and (iv) prior to the consummation of any such Acquisition, the Administrative Agent shall have received a certificate of a Responsible Officer setting forth the calculations required to determine compliance with clauses (ii) and (iii) above and certifying that the conditions set forth in this clause (f) with respect to such Acquisition have been satisfied (any Acquisition that satisfies the requirements of this clause (f), a “Permitted Acquisition”); (g) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business and Investments (including debt obligations) received by the Borrower and its Subsidiaries in connection with the bankruptcy or reorganization of suppliers and/or customers and in good faith settlement of delinquent obligations of, and other disputes with, customers and/or suppliers arising in the ordinary course of business; (h) Investments under (i) Hedging Agreements entered into in the ordinary course of business to hedge or mitigate risks to which the Borrower or any Subsidiary is exposed in the conduct of its business or the management of its liabilities and (ii) Permitted Bond Hedge Transactions; (i) bona fide loans and advances to employees and officers of the Borrower and its Subsidiaries for the purpose of paying payroll, travel and related expenses and other loans and advances incurred for proper business purposes of the Borrower or such Subsidiary; (j) Investments received by the Borrower and its Subsidiaries in connection with any Disposition permitted by Section 6.04; (k) Investments held by any Person that becomes a Subsidiary after the Effective Date; provided that (i) such Investments exist at the time such Person becomes a Subsidiary and are not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) such Investments shall not be increased after such time unless such increase is permitted by another clause of this Section; (l) other Investments after the Effective Date; provided that (i) at the time of any such Investment and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (ii) after giving effect to such Investment on a Pro Forma Basis, the Total Leverage Ratio is less than or equal to 3.00 to 1.00, in each case, as of the last day of the most recently ended Reference Period; (m) Investments in an aggregate amount not to exceed the Available Amount; provided that (i) at the time of any such Investment and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (ii) after giving effect to such Investment on a Pro Forma Basis, the Total Leverage Ratio is less than or equal to 3.50 to 1.00, in each case, as of the last day of the most recently ended Reference Period; (n) Investments received in compromise or resolution of litigation, arbitration or other disputes; (o) endorsements for collection or deposit in the ordinary course of business; (i) Investments made pursuant to surety bonds, performance bonds, bid bonds, appeal bonds and related letters of credit or similar obligations, in each case, to the extent such surety bonds, performance bonds, bid bonds, substituting appeal bonds, related letters of credit and similar obligations are permitted under this Agreement and (ii) Investments consisting of indemnification obligations in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations or to secure liabilities to insurance carriers under insurance arrangements, or good faith deposits, prepayments or cash payments in connection with bids, tenders, contracts or leases or for payment of rent, in each case entered into in the ordinary course of business; (q) outstanding accounts payable owed to the Creators and Recoupable Payments in the ordinary course; (r) Investments to the extent that the payment for such Investments is made solely with newly issued equity interests of the Borrower the proceeds of which were not included in determining the Available Amount; and (s) in addition to Investments otherwise expressly permitted by this Section 6.06, Investments by the Borrower or any of its Subsidiaries in an aggregate amount (valued at cost on the date such Investment was made) not to exceed $15,000,000 (measured at the time of such Investment) at any time outstanding during the term of this Agreement. For the avoidance of doubt, if any Investment is made in any Subsidiary of the Borrower that at the time of such Investment was not a Loan Party and was incurred pursuant to Section 6.06(c) and such Subsidiary subsequently becomes a Loan Party, such Investment shall at the time that such Subsidiary constitutes a Loan Party be deemed to constitute an incurrence of a new Investment in the amount thereof under Section 6.06(c)(i) and such amount thereof shall be restored to the amounts in Section 6.06(c)(iii).

Investments and Acquisitions. The Borrower will not, and will not permit any of its Subsidiaries to, make or suffer to exist any Investment in any Person or purchase, except: (a) Cash and Cash Equivalents; (b) Investments (other than Investments permitted under clauses (a) and (c) of this Section) existing on the Effective Closing Date and set forth on Schedule 6.06 7.06 and any Investment that replaces, refinances or refunds any Investment made pursuant to this Section 6.06(b7.06(b); provided that the amount of any such Investment may be increased (x) as required by the terms of such Investment as in existence on the date hereof or (y) as otherwise permitted hereunderhereunder ; (i) Investments by any Loan Party in any other Loan Party; and (ii) Investments by the Borrower or any Subsidiary in any Subsidiary that is not a Loan Party; provided that (x) any Investment made by any Subsidiary that is not a Loan Party in any Loan Party shall be unsecured and subordinated in right of payment to the Guaranteed Obligations pursuant to an intercompany note in form and substance acceptable to the Administrative Agent and (y) the aggregate amount of Investments by the Loan Parties in Subsidiaries any Subsidiary that is not a Loan Party after the Closing Date, together with the aggregate principal amount of Indebtedness owing by any Loan Party to such subsidiaries incurred under Section 7.01(c)(ii) after the Closing Date and the aggregate amount of Investments made by the Loan Parties in subsidiaries that are not Loan Parties pursuant to Section 7.06(f), shall (A) not exceed the greater of (x) $60,000,000 in 18,750,000 and (y) 7.5% of Consolidated EBITDA for the aggregate in any fiscal year most recently ended Reference Period (measured when such Investment is made) and (B) be limited to Investments in Foreign Subsidiaries to fund operating expenditures thereof that are incurred in the ordinary course of business and are consistent with past practices); (d) Indebtedness permitted by Section 6.01 (other than Section 6.01(c))7.01; (e) purchases of inventory and other property to be sold or used in the ordinary course of business; (f) Acquisitions after the Effective Closing Date by the Borrower or any other Loan Party; provided that (i) if such Acquisition is an acquisition of Capital Stock of a Person, such Acquisition shall not be opposed by the board of directors (or similar governing body) of such Person and shall, to the extent required by the terms hereof, become a Loan Party in accordance with this AgreementPerson, (ii) no Default or Event of Default shall have then occurred and be continuing or would result therefrom, (iii) after giving effect Pro Forma Effect to such Acquisition on a Pro Forma BasisAcquisition, the Total Leverage Ratio is less than or equal to 3.75 to 1.00, Borrower shall be in each case, as of compliance with the financial covenants set forth in Section 7.11 on the last day of such period, (iv) the aggregate amount of Investments made by the Loan Parties in subsidiaries that are not Loan Parties (and will not become Loan Parties promptly following such Acquisition) pursuant to this clause (f) after the Closing Date, together with the aggregate principal amount of Indebtedness owing by a Loan Party to such subsidiaries incurred under Section 7.01(c)(ii) after the Closing Date and the aggregate amount of Investments by the Loan Parties in such subsidiaries made under Section 7.06(c)(ii) after the Closing Date, shall not exceed the greater of (x) $18,750,000 and (y) 7.5% of Consolidated EBITDA for the most recently ended Reference Period (measured at the time of the Acquisition), and (ivv) for Acquisitions in excess of $25,000,000, prior to the consummation of any such Acquisition, the Administrative Agent shall have received a certificate of a Responsible Officer setting forth the calculations required to determine compliance with clauses (ii) and clause (iii) above and certifying that the conditions set forth in this clause (f) with respect to such Acquisition have been satisfied (any Acquisition that satisfies the requirements of this clause (f), a “Permitted Acquisition”); (g) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business and Investments (including debt obligations) received by the Borrower and its Subsidiaries in connection with the bankruptcy or reorganization of suppliers and/or customers and in good faith settlement of delinquent obligations of, and other disputes with, customers and/or suppliers arising in the ordinary course of business; (h) Investments under (i) Hedging Agreements entered into in the ordinary course of business to hedge or mitigate risks to which the Borrower or any Subsidiary is exposed in the conduct of its business or the management of its liabilities and (ii) Permitted Bond Hedge Transactionsliabilities; (i) bona fide loans and advances to employees and officers of the Borrower and its Subsidiaries for the purpose of paying payroll, travel and related expenses and other loans and advances incurred for proper business purposes of the Borrower or such Subsidiary; (j) Investments received by the Borrower and its Subsidiaries in connection with any Disposition permitted by Section 6.047.04; (k) Investments held by any Person that becomes a Subsidiary after the Effective Closing Date; provided that (i) such Investments exist at the time such Person becomes a Subsidiary and are not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) such Investments shall not be increased after such time unless such increase is permitted by another clause of this Section; (l) other Investments (including Acquisitions) after the Effective Closing Date; provided that (i) at the time of any such Investment and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (ii) after giving effect to such Investment on a Pro Forma Basis, the Total Net Leverage Ratio is less than or equal to 3.00 to 1.00the then-applicable Required Ratio, in each case, as of the last day of the most recently ended Reference Period; (m) Investments in an aggregate amount not to exceed the Available Amount; provided that (i) at the time of any such Investment and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing continuing; (n) Investments in Unrestricted Subsidiaries in an aggregate outstanding amount not to exceed the greater of (x) $18,750,000 and (iiy) after giving effect to such Investment on a Pro Forma Basis, the Total Leverage Ratio is less than or equal to 3.50 to 1.00, in each case, as 7.5% of the last day of Consolidated EBITDA for the most recently ended Reference Period, in each case measured at the time such Investment is made; (no) Investments received in compromise or resolution of litigation, arbitration or other disputes; (op) endorsements for collection or deposit in the ordinary course of business; (i) Investments made pursuant to surety bonds, performance bonds, bid bonds, appeal bonds and related letters of credit or similar obligations, in each case, to the extent such surety bonds, performance bonds, bid bonds, substituting appeal bonds, related letters of credit and similar obligations are permitted under this Agreement and (ii) Investments consisting of indemnification obligations in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations or to secure liabilities to insurance carriers under insurance arrangements, or good faith deposits, prepayments or cash payments in connection with bids, tenders, contracts or leases or for payment of rent, in each case entered into in the ordinary course of business; (q) outstanding accounts payable owed to the Creators and Recoupable Payments in the ordinary course; (r) Investments to the extent that the payment for such Investments is made solely with newly issued equity interests of the Borrower the proceeds of which were not included in determining the Available Amount; and (sr) in addition to Investments otherwise expressly permitted by this Section 6.067.06, Investments by the Borrower or any of its Subsidiaries in an aggregate amount (valued at cost on the date such Investment was made) not to exceed the greater of $15,000,000 62,500,000 and 25.0% of Consolidated EBITDA for the most recently ended Reference Period (measured at the time of such Investment) ), at any time outstanding during the term of this Agreement. For the avoidance of doubt, if any Investment is made in any Subsidiary of the Borrower that at the time of such Investment was not a Loan Party and was incurred pursuant to Section 6.06(c) and such Subsidiary subsequently becomes a Loan Party, such Investment shall at the time that such Subsidiary constitutes a Loan Party be deemed to constitute an incurrence of a new Investment in the amount thereof under Section 6.06(c)(i) and such amount thereof shall be restored to the amounts in Section 6.06(c)(iii).

Investments and Acquisitions. The Borrower will not, and will not permit any of its Subsidiaries to, make or suffer to exist any Investment in any Person or purchase, except: (a) Cash and Cash Equivalents; (b) Investments (other than Investments permitted under clauses (a) and (c) of this Section) existing on the Effective Closing Date and set forth on Schedule 6.06 7.06 and any Investment that replaces, refinances or refunds any Investment made pursuant to this Section 6.06(b7.06(b); provided that the amount of any such Investment may be increased (x) as required by the terms of such Investment as in existence on the date hereof or (y) as otherwise permitted hereunder; (i) Investments by any Loan Party in any other Loan Party; and (ii) Investments by the Borrower or any Subsidiary in any Subsidiary that is not a Loan Party; provided that (x) any Investment made by any Subsidiary that is not a Loan Party in any Loan Party shall be unsecured and subordinated in right of payment to the Guaranteed Obligations pursuant to an intercompany note in form and substance acceptable to the Administrative Agent and (y) the aggregate amount of Investments by the Loan Parties in Subsidiaries any Subsidiary that is not a Loan Party after the Closing Date, together with the aggregate principal amount of Indebtedness owing by any Loan Party to such subsidiaries incurred under Section 7.01(c)(ii) after the Closing Date and the aggregate amount of Investments made by the Loan Parties in subsidiaries that are not Loan Parties pursuant to Section 7.06(f), shall (A) not exceed the greater of (x) $60,000,000 in 18,750,000 and (y) 7.5% of Consolidated EBITDA for the aggregate in any fiscal year most recently ended Reference Period (measured when such Investment is made) and (B) be limited to Investments in Foreign Subsidiaries to fund operating expenditures thereof that are incurred in the ordinary course of business and are consistent with past practices); (d) Indebtedness permitted by Section 6.01 (other than Section 6.01(c))7.01; (e) purchases of inventory and other property to be sold or used in the ordinary course of business; (f) Acquisitions after the Effective Closing Date by the Borrower or any other Loan Party; provided that (i) if such Acquisition is an acquisition of Capital Stock of a Person, such Acquisition shall not be opposed by the board of directors (or similar governing body) of such Person and shall, to the extent required by the terms hereof, become a Loan Party in accordance with this AgreementPerson, (ii) no Default or Event of Default shall have then occurred and be continuing or would result therefrom, (iii) after giving effect Pro Forma Effect to such Acquisition on a Pro Forma BasisAcquisition, the Borrower shall be in compliance with a Total Net Leverage Ratio is of less than or equal to 3.75 to 1.00, in each case, as of 5.00:1.00 on the last day of such period, (iv) the aggregate amount of Investments made by the Loan Parties in subsidiaries that are not Loan Parties (and will not become Loan Parties promptly following such Acquisition) pursuant to this clause (f) after the Closing Date, together with the aggregate principal amount of Indebtedness owing by a Loan Party to such subsidiaries incurred under Section 7.01(c)(ii) after the Closing Date and the aggregate amount of Investments by the Loan Parties in such subsidiaries made under Section 7.06(c)(ii) after the Closing Date, shall not exceed the greater of (x) $18,750,000 and (y) 7.5% of Consolidated EBITDA for the most recently ended Reference Period (measured at the time of the Acquisition), and (ivv) for Acquisitions in excess of $25,000,000, prior to the consummation of any such Acquisition, the Administrative Agent shall have received a certificate of a Responsible Officer setting forth the calculations required to determine compliance with clauses (ii) and clause (iii) above and certifying that the conditions set forth in this clause (f) with respect to such Acquisition have been satisfied (any Acquisition that satisfies the requirements of this clause (f), a “Permitted Acquisition”); (g) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business and Investments (including debt obligations) received by the Borrower and its Subsidiaries in connection with the bankruptcy or reorganization of suppliers and/or customers and in good faith settlement of delinquent obligations of, and other disputes with, customers and/or suppliers arising in the ordinary course of business; (h) Investments under (i) Hedging Agreements entered into in the ordinary course of business to hedge or mitigate risks to which the Borrower or any Subsidiary is exposed in the conduct of its business or the management of its liabilities and (ii) Permitted Bond Hedge Transactionsliabilities; (i) bona fide loans and advances to employees and officers of the Borrower and its Subsidiaries for the purpose of paying payroll, travel and related expenses and other loans and advances incurred for proper business purposes of the Borrower or such Subsidiary; (j) Investments received by the Borrower and its Subsidiaries in connection with any Disposition permitted by Section 6.047.04; (k) Investments held by any Person that becomes a Subsidiary after the Effective Closing Date; provided that (i) such Investments exist at the time such Person becomes a Subsidiary and are not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) such Investments shall not be increased after such time unless such increase is permitted by another clause of this Section; (l) other Investments after the Effective Date; provided that (i) at the time of any such Investment and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (ii) after giving effect to such Investment on a Pro Forma Basis, the Total Leverage Ratio is less than or equal to 3.00 to 1.00, in each case, as of the last day of the most recently ended Reference Period; (m) Investments in an aggregate amount not to exceed the Available Amount; provided that (i) at the time of any such Investment and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (ii) after giving effect to such Investment on a Pro Forma Basis, the Total Leverage Ratio is less than or equal to 3.50 to 1.00, in each case, as of the last day of the most recently ended Reference Period; (n) Investments received in compromise or resolution of litigation, arbitration or other disputes; (o) endorsements for collection or deposit in the ordinary course of business; (i) Investments made pursuant to surety bonds, performance bonds, bid bonds, appeal bonds and related letters of credit or similar obligations, in each case, to the extent such surety bonds, performance bonds, bid bonds, substituting appeal bonds, related letters of credit and similar obligations are permitted under this Agreement and (ii) Investments consisting of indemnification obligations in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations or to secure liabilities to insurance carriers under insurance arrangements, or good faith deposits, prepayments or cash payments in connection with bids, tenders, contracts or leases or for payment of rent, in each case entered into in the ordinary course of business; (q) outstanding accounts payable owed to the Creators and Recoupable Payments in the ordinary course; (r) Investments to the extent that the payment for such Investments is made solely with newly issued equity interests of the Borrower the proceeds of which were not included in determining the Available Amount; and (s) in addition to Investments otherwise expressly permitted by this Section 6.06, Investments by the Borrower or any of its Subsidiaries in an aggregate amount (valued at cost on the date such Investment was made) not to exceed $15,000,000 (measured at the time of such Investment) at any time outstanding during the term of this Agreement. For the avoidance of doubt, if any Investment is made in any Subsidiary of the Borrower that at the time of such Investment was not a Loan Party and was incurred pursuant to Section 6.06(c) and such Subsidiary subsequently becomes a Loan Party, such Investment shall at the time that such Subsidiary constitutes a Loan Party be deemed to constitute an incurrence of a new Investment in the amount thereof under Section 6.06(c)(i) and such amount thereof shall be restored to the amounts in Section 6.06(c)(iii).

Investments and Acquisitions. The Borrower (a) No Xerox Group Company will not, and will not permit any of its Subsidiaries to, make or suffer to exist acquire any Investment in any Person or purchase, exceptother than: (a) Cash and Cash Equivalents; (b) Investments (other than Investments permitted under clauses (a) and (c) of this Section) existing on the Effective Date and set forth on Schedule 6.06 and any Investment that replaces, refinances or refunds any Investment made pursuant to this Section 6.06(b); provided that the amount of any such Investment may be increased (x) as required by the terms of such Investment as in existence on the date hereof or (y) as otherwise permitted hereunder; (i) Investments by any Loan Party in any other Loan Party; and Permitted Investments; (ii) Investments existing on the date hereof, any extension or renewal thereof that does not increase the principal amount thereof (other than to reflect any accrued interest, dividends or other amounts with respect thereto and any expenses incurred in connection with such extension or renewal) and conversions of any such debt Investments into equity Investments and contributions or other transfers of such Investments to any Xerox Company (other than for cash); (iii) (A) Investments made by any Credit Party in any Domestic Credit Party (including any Person that becomes a Domestic Credit Party concurrently with the Borrower making of such Investment) and (B) Investments 118 made by any Credit Party in, and the contribution or other transfer of an Investment by any Subsidiary in Credit Party to, any Foreign Credit Party or any Subsidiary that is not a Loan Credit Party; , provided that the aggregate outstanding amount of Investments made, contributed or transferred pursuant to this Section 6.04(a)(iii)(B) (xincluding any Investments originally made pursuant to Section 6.04(a)(iii)(A) any Investment made by any and subsequently transferred or contributed to a Subsidiary that is not a Loan Credit Party in any Loan Party shall be unsecured and subordinated in right of payment to the Guaranteed Obligations pursuant to an intercompany note in form and substance acceptable to the Administrative Agent and (ythis Section 6.04(a)(iii)(B)) Investments by Loan Parties in Subsidiaries that are not Loan Parties shall (A) not exceed $60,000,000 in the aggregate in 25,000,000 at any fiscal year (measured when such Investment is made) and (B) be limited to Investments in Foreign Subsidiaries to fund operating expenditures thereof that are incurred in the ordinary course of business and are consistent with past practicestime; (div) Indebtedness permitted Investments made by Section 6.01 Xerox or any Domestic Subsidiary in any Foreign Subsidiary in order to enable the Foreign Subsidiaries' aggregate Cash Balance to be sufficient to meet their Ordinary Course Needs and extensions and renewals of any such Investments that do not increase the principal amount thereof (other than Section 6.01(cto reflect any accrued interest, dividends and other amounts with respect thereto and any expenses incurred in connection with such extension or renewal) and the transfer or other contribution of any such Investment to any Xerox Company (other than for cash)); provided that in the case of any Investment in a Foreign Subsidiary for the purpose of enabling such Foreign Subsidiary to repay Debt, such loan or advance shall not be made more than 5 Business Days prior to the relevant Debt repayment; (ev) purchases Investments received in connection with the bankruptcy or reorganization of, or settlement of inventory delinquent accounts and disputes with, customers, suppliers or other property to be sold or used Persons, in each case in the ordinary course of business; (fvi) Acquisitions after the Effective Date by the Borrower Investments directly or indirectly in Third Party Vendor Financing Subsidiaries or any other Loan Party; provided that Permitted Joint Ventures; (ivii) if such Acquisition is an acquisition of Capital Stock of a Person, such Acquisition shall not be opposed Investments permitted by the board of directors (or similar governing body) of such Person and shall, to the extent required by the terms hereof, become a Loan Party in accordance with this Agreement, (ii) no Default or Event of Default shall have then occurred and be continuing or would result therefrom, (iii) after giving effect to such Acquisition on a Pro Forma Basis, the Total Leverage Ratio is less than or equal to 3.75 to 1.00, in each case, as of the last day of the most recently ended Reference Period and (iv) prior to the consummation of any such Acquisition, the Administrative Agent shall have received a certificate of a Responsible Officer setting forth the calculations required to determine compliance with clauses (ii) and (iii) above and certifying that the conditions set forth in this clause (f) with respect to such Acquisition have been satisfied (any Acquisition that satisfies the requirements of this clause (f), a “Permitted Acquisition”Section 6.04(b); (gviii) Investments consisting directly or indirectly in Turnaround Program Subsidiaries, provided, that any such Investments pursuant to this clause (viii) that do not consist of extensions Transfers of credit assets existing and owned by a Xerox Company on the Effective Date shall not, in the nature aggregate, exceed $125,000,000 in any calendar year; (ix) Investments in XCE and Finance SPEs in connection with issuances of accounts receivable Capital Markets Debt or notes receivable arising Equity Interests by such Persons or the consummation by such Persons of a Qualified Receivables Transaction, provided that the aggregate amount invested by any Xerox Company in such Persons in connection with any such transaction 119 pursuant to this clause (ix) shall not exceed the aggregate amount of cash proceeds received by such Xerox Company from such transaction; (x) loans and advances to employees and officers of Xerox and the grant Subsidiaries to purchase Equity Interests of trade credit Xerox for bona fide business purposes; provided that the aggregate amount of such loans and advances outstanding pursuant to this Section 6.04(a)(x) does not exceed $1,000,000 at any time; (xi) Investments made by any Xerox Company as a result of consideration received in connection with any Asset Transfer permitted by Section 6.05; (xii) Investments in connection with pledges, deposits, payments or performance bonds made or given in the ordinary course of business and Investments (including debt obligations) received by the Borrower and its Subsidiaries in connection with or to secure statutory, regulatory or similar obligations, including obligations under insurance, health, disability, safety or environmental obligations; (xiii) payroll, travel and similar advances to cover matters that are expected at the bankruptcy or reorganization time of suppliers and/or customers such advances ultimately to be treated as expenses for accounting purposes and in good faith settlement of delinquent obligations of, and other disputes with, customers and/or suppliers arising that are made in the ordinary course of business; (hxiv) Investments under (i) Hedging Agreements entered into in the ordinary course relating to purchase or acquisition of business to hedge products from vendors, manufacturers or mitigate risks to which the Borrower or any Subsidiary is exposed in the conduct of its business or the management of its liabilities and (ii) Permitted Bond Hedge Transactions; (i) bona fide loans and advances to employees and officers of the Borrower and its Subsidiaries for the purpose of paying payroll, travel and related expenses and other loans and advances incurred for proper business purposes of the Borrower or such Subsidiary; (j) Investments received by the Borrower and its Subsidiaries in connection with any Disposition permitted by Section 6.04; (k) Investments held by any Person that becomes a Subsidiary after the Effective Date; provided that (i) such Investments exist at the time such Person becomes a Subsidiary and are not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) such Investments shall not be increased after such time unless such increase is permitted by another clause of this Section; (l) other Investments after the Effective Date; provided that (i) at the time of any such Investment and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (ii) after giving effect to such Investment on a Pro Forma Basis, the Total Leverage Ratio is less than or equal to 3.00 to 1.00, in each case, as of the last day of the most recently ended Reference Period; (m) Investments in an aggregate amount not to exceed the Available Amount; provided that (i) at the time of any such Investment and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (ii) after giving effect to such Investment on a Pro Forma Basis, the Total Leverage Ratio is less than or equal to 3.50 to 1.00, in each case, as of the last day of the most recently ended Reference Period; (n) Investments received in compromise or resolution of litigation, arbitration or other disputes; (o) endorsements for collection or deposit suppliers in the ordinary course of business; (ixv) any purchase of ESOP Notes by any Xerox Company; (xvi) additional Investments in an amount taken together with all other Investments made pursuant to surety bondsthis Section 6.04(a)(xvi) (other than those made with Qualified Capital Stock) and all amounts paid (other than with Qualified Capital Stock or with the portion of proceeds of an Equity Issuance or issuance of Capital Markets Debt that is not required to be applied to make a mandatory prepayment pursuant to Section 2.10(b)(ii)) pursuant to Sections 6.04(b) and 6.07(l), performance bonds, bid bonds, appeal bonds not to exceed $150,000,000 in any calendar year and related letters $300,000,000 in the aggregate; (xvii) Investments by (A) Foreign Subsidiaries in other Foreign Subsidiaries and (B) non-Credit Parties in other non-Credit Parties that are Subsidiaries; (xviii) Guarantees of credit or similar obligations, obligations of XCE and Finance SPEs in each case, connection with Qualified Receivables Transactions and Guarantees in connection with the Third Party Vendor Financing Program to the extent such surety bonds, performance bonds, bid bonds, substituting appeal bonds, related letters Guarantees do not constitute or create indebtedness that would be required to be taken into account in determining the Basket Lien Available Amount; (xix) the funding of credit and similar obligations are permitted under this Agreement and (ii) Investments consisting of indemnification obligations in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations or to secure liabilities to insurance carriers under insurance arrangements, or good faith deposits, prepayments or cash payments any obligation in connection with bids, tenders, contracts transactions permitted by Sections 6.09(h) and 6.09(i); (xx) Investments received as part of a redemption or leases or for payment of rentor for, as a dividend on, or distribution in respect of, other Investments permitted by this Section 6.04 and contributions or other transfers of such Investments to any Xerox Company (other than for cash); (xxi) the issuance of letters of credit, including Letters of Credit under this Agreement, as support for the obligations of Ridge Re; (xxii) Investments in Qualified Capital Stock in connection with transactions permitted by Section 6.09(h) or 6.09(i) or the replacement of XCI Class B Shares with Qualified Capital Stock of Xerox; (xxiii) Investments by a Domestic Credit Party in a Foreign Subsidiary to the extent the amount of such Investment is directly or indirectly returned or repaid to such Domestic Credit Party in each case entered into in the ordinary course of business; (q) outstanding accounts payable owed to the Creators and Recoupable Payments in the ordinary course; (r) Investments to the extent that the payment for such Investments is made solely with newly issued equity interests within 5 Business Days of the Borrower the proceeds of which were not included in determining the Available Amountinitial Investment; and (sxxiv) Investments in addition to Investments otherwise expressly permitted by this Section 6.06, Investments by connection with the Borrower or any acquisition of its Subsidiaries Equity Interests in Xerox Modicorp Ltd. in an aggregate amount not to exceed, pursuant to this clause (valued at cost on xxiv), $20,000,000. (b) No Xerox Group Company will make any Business Acquisition unless (i) Xerox shall be in compliance with the covenants in Sections 6.01 - 6.05, 6.07, 6.08, 6.10 and 6.12 - 6.15 as of the most recent date for compliance prior to the date of such Investment was madeacquisition, in all cases after giving effect on a pro forma basis to such acquisition, (ii) not if the aggregate consideration (other than consideration to exceed be paid in Qualified Capital Stock) to be paid in connection with such Business Acquisition is more than $15,000,000 25,000,000, Xerox shall have delivered to each of the Lenders, at least 10 days prior to the consummation of such Business Acquisition, a report of a Financial Officer of Xerox showing calculations in detail reasonably satisfactory to the Agents, demonstrating compliance with Section 6.04(b)(i) above and, if the aggregate consideration (measured other than consideration payable in Qualified Capital Stock) to be paid in connection with such Business Acquisition is more than $75,000,000, 121 demonstrating that, after giving effect to such Business Acquisition and any financing therefor, Xerox shall be in compliance at the time end of each Fiscal Quarter until the Termination Date with the covenants set forth in Section 6.04(b)(i) and (iii) the aggregate consideration (other than consideration payable in Qualified Capital Stock) paid in connection with Business Acquisitions by all Xerox Group Companies (including such InvestmentBusiness Acquisition), together with all Investments made (other than those made with Qualified Capital Stock) at any time outstanding during the term of this Agreement. For the avoidance of doubt, if any Investment is made in any Subsidiary of the Borrower that at the time of such Investment was not a Loan Party and was incurred pursuant to Section 6.06(c6.04(a)(xvi) which are not also Business Acquisitions and such Subsidiary subsequently becomes all amounts paid (other than with Qualified Capital Stock or with the portion of proceeds of an Equity Issuance or issuance of Capital Markets Debt that is not required to be applied to make a Loan Party, such Investment shall at the time that such Subsidiary constitutes a Loan Party be deemed mandatory prepayment pursuant to constitute an incurrence of a new Investment Section 2.10(b)(ii)) pursuant to Section 6.07(l) do not exceed $150,000,000 in any Fiscal Year and do not exceed $300,000,000 in the amount thereof under Section 6.06(c)(i) and such amount thereof shall be restored to the amounts in Section 6.06(c)(iii)aggregate.

Investments and Acquisitions. The Borrower No Obligated Party will not, and will not permit any of its Subsidiaries to, make or suffer to exist any Investment Investments (including, without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor (including Contingent Obligations), or create any Subsidiary, except any Subsidiary which, subject to Section 16.4, becomes an Obligated Party, or become or remain a partner in any Person partnership or purchasejoint venture, or make any Acquisition, except: (a) Cash and Cash EquivalentsEquivalent Investments; (b) existing Investments in Subsidiaries; (c) additional Investments and commitments therefor, including Contingent Obligations (referred to in this clause (c) as a "subject Investment") not in excess of $10,000,000 (net of any returned or repaid subject Investments) made during any Fiscal Year of the Parent, provided that such additional subject Investments may be increased to $20,000,000 during any Fiscal Year of the Parent if Unused Availability after giving effect to making such additional subject Investment is (y) $20,000,000 for any subject Investment made during the period between April 1 and November 30 of a calendar year and (z) $40,000,000 for any subject Investment made during the period between December 1 of a calendar year and March 31 of the following calendar year; provided, further, that the aggregate amount of all subject Investments made pursuant to this clause (c) during the term of this Agreement shall not exceed $30,000,000 (net of any returned or repaid subject Investments), as follows: (i) cash Investments in Subsidiaries which are not Obligated Parties, including any Investment resulting from funding of a Facility LC which has been issued with respect to any obligation of a Subsidiary of the Parent which is not an Obligated Party and for which the Parent is not reimbursed within ten Business Days of the funding thereof; (ii) Investments in, or the incurrence of Contingent Obligations with respect to Indebtedness of, joint ventures in which an Obligated Party is a partner; (iii) the incurrence of Contingent Obligations by the Parent with respect to Indebtedness of any of its Subsidiaries which is not formed, incorporated, or organized under the laws of the U.S.; and (iv) other than Investments permitted under clauses not included in clause (a) and clause (cb) of this Sectionpreceding and clause (d) existing on the Effective Date and set forth on Schedule 6.06 and any Investment that replaces, refinances or refunds any Investment made pursuant to this Section 6.06(b); provided that the amount of any such Investment may be increased through clause (xh) as required by the terms of such Investment as in existence on the date hereof or (y) as otherwise permitted hereunder; (i) Investments by any Loan Party in any other Loan Party; and (ii) Investments by the Borrower or any Subsidiary in any Subsidiary that is not a Loan Party; provided that (x) any Investment made by any Subsidiary that is not a Loan Party in any Loan Party shall be unsecured and subordinated in right of payment to the Guaranteed Obligations pursuant to an intercompany note in form and substance acceptable to the Administrative Agent and (y) Investments by Loan Parties in Subsidiaries that are not Loan Parties shall (A) not exceed $60,000,000 in the aggregate in any fiscal year (measured when such Investment is made) and (B) be limited to Investments in Foreign Subsidiaries to fund operating expenditures thereof that are incurred in the ordinary course of business and are consistent with past practicesfollowing; (d) Indebtedness permitted unsecured intercompany loans owing by Section 6.01 (other than Section 6.01(c))an Obligated Party to another Obligated Party; (e) purchases of inventory Investments in existence on the Closing Date and other property to be sold or used described in the ordinary course of businessSchedule 5.29; (f) Acquisitions after the Effective Date by the Borrower or any other Loan Party; provided that (i) if such Acquisition is an acquisition of Capital Stock of a Person, such Acquisition shall not be opposed by the board of directors (or similar governing body) of such Person and shall, to the extent required by the terms hereof, become a Loan Party in accordance with this Agreement, (ii) no Default or Event of Default shall have then occurred and be continuing or would result therefrom, (iii) after giving effect to such Acquisition on a Pro Forma Basis, the Total Leverage Ratio is less than or equal to 3.75 to 1.00, in each case, as of the last day of the most recently ended Reference Period and (iv) prior to the consummation of any such Acquisition, the Administrative Agent shall have received a certificate of a Responsible Officer setting forth the calculations required to determine compliance with clauses (ii) and (iii) above and certifying that the conditions set forth in this clause (f) with respect to such Acquisition have been satisfied (any Acquisition that satisfies the requirements of this clause (f), a “Permitted Acquisition”)Acquisitions; (g) Investments consisting of loans and other extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business and Investments (including debt obligations) received by the Borrower and its Subsidiaries made in connection with the bankruptcy or reorganization Parent's employee stock ownership plan; provided that the aggregate amount of suppliers and/or customers and in good faith settlement of delinquent obligations of, such loans and other disputes with, customers and/or suppliers arising in extensions of credit made shall not exceed $1,500,000 during any Fiscal Year of the ordinary course of businessParent; (h) Investments under (i) Hedging Agreements entered into notes receivable received in connection with any disposition permitted hereunder; provided that the aggregate amount of such notes receivable received shall not exceed $2,000,000 in the ordinary course aggregate during any Fiscal Year of business to hedge or mitigate risks to which the Borrower or any Subsidiary is exposed in the conduct of its business or the management of its liabilities and (ii) Permitted Bond Hedge Transactions;Parent; and (i) bona fide loans and advances made to employees and officers of the Borrower and its Subsidiaries for the purpose of paying payroll, travel and related expenses and other loans and advances incurred for proper business purposes of the Borrower or such Subsidiary; (j) Investments received by the Borrower and its Subsidiaries in connection with any Disposition permitted by Section 6.04; (k) Investments held by any Person that becomes a Subsidiary after the Effective Date; provided that (i) such Investments exist at the time such Person becomes a Subsidiary and are not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) such Investments shall not be increased after such time unless such increase is permitted by another clause of this Section; (l) other Investments after the Effective Date; provided that (i) at the time of any such Investment and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (ii) after giving effect to such Investment on a Pro Forma Basis, the Total Leverage Ratio is less than or equal to 3.00 to 1.00, in each case, as of the last day of the most recently ended Reference Period; (m) Investments in an aggregate amount not to exceed the Available Amount; provided that (i) at the time of any such Investment and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (ii) after giving effect to such Investment on a Pro Forma Basis, the Total Leverage Ratio is less than or equal to 3.50 to 1.00, in each case, as of the last day of the most recently ended Reference Period; (n) Investments received in compromise or resolution of litigation, arbitration or other disputes; (o) endorsements for collection or deposit in the ordinary course of business; (i) Investments made repurchase Accounts sold pursuant to surety bondsthat certain Receivables Sale and Contribution Agreement dated March 28, performance bonds2002 among the Parent, bid bondsCREDIT AGREEMENT Page 84 the "Originators" identified therein, appeal bonds and related letters of credit or similar obligations, in each case, K2 Finance Company LLC to the extent required to repurchase such surety bonds, performance bonds, bid bonds, substituting appeal bonds, related letters of credit and similar obligations are permitted under this Agreement and (ii) Investments consisting of indemnification obligations in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations or to secure liabilities to insurance carriers under insurance arrangements, or good faith deposits, prepayments or cash payments in connection with bids, tenders, contracts or leases or for payment of rent, in each case entered into in the ordinary course of business; (q) outstanding accounts payable owed to the Creators and Recoupable Payments in the ordinary course; (r) Investments to the extent that the payment for such Investments is made solely with newly issued equity interests of the Borrower the proceeds of which were not included in determining the Available Amount; and (s) in addition to Investments otherwise expressly permitted by this Section 6.06, Investments by the Borrower or any of its Subsidiaries in an aggregate amount (valued at cost on the date such Investment was made) not to exceed $15,000,000 (measured at the time of such Investment) at any time outstanding during the term of this Agreement. For the avoidance of doubt, if any Investment is made in any Subsidiary of the Borrower that at the time of such Investment was not a Loan Party and was incurred pursuant to Section 6.06(c) and such Subsidiary subsequently becomes a Loan Party, such Investment shall at the time that such Subsidiary constitutes a Loan Party be deemed to constitute an incurrence of a new Investment in the amount thereof under Section 6.06(c)(i) and such amount thereof shall be restored to the amounts in Section 6.06(c)(iii)Accounts.

Investments and Acquisitions. The Borrower No Loan Party will, nor will not, and will not it permit any of its Subsidiaries to, make or suffer to exist any Investment in any Person or purchasepurchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit, except: (a) Cash and Cash EquivalentsPermitted Investments, subject to Control Agreements in favor of the Administrative Agent for the benefit of the Secured Parties or otherwise subject to a perfected security interest in favor of the Administrative Agent for the benefit of the Secured Parties to the extent required under the Loan Documents; (b) Guarantees expressly permitted by Section 6.01(b) and any payments made in respect of such Guarantees; (c) Investments (other than Investments expressly permitted under clauses paragraph (a) and (cb) of this Section) existing on the Effective Date date hereof and set forth on Schedule 6.06 and any Investment that replaces, refinances or refunds any Investment made pursuant to this Section 6.06(b); provided that the amount of any such Investment may be increased (x) as required by the terms of such Investment as in existence on the date hereof or (y) as otherwise permitted hereunder6.06; (id) Investments by (i) any Borrower in any Subsidiary which is a Loan Party or by any Subsidiary of a Borrower in any other Subsidiary which is a Loan PartyParty or in a Borrower; and (ii) Investments by the Borrower or any Subsidiary in any Subsidiary that is not a Loan Party; provided that (x) any Investment made by any Subsidiary that is not a Loan Party in any Subsidiary that is not a Loan Party shall be unsecured and subordinated in right of payment to the Guaranteed Obligations pursuant to an intercompany note in form and substance acceptable to the Administrative Agent and (yiii) Investments by any Loan Parties Party in Subsidiaries a Subsidiary that are is not a Loan Parties shall (A) Party not exceed $60,000,000 exceeding in the aggregate in any fiscal year (measured when such Investment is made) and (B) be limited to Investments in Foreign Subsidiaries to fund operating expenditures thereof that are incurred in the ordinary course of business and are consistent with past practices; (d) Indebtedness permitted by Section 6.01 (other than Section 6.01(c))$1,000,000; (e) Permitted Acquisitions if, after giving pro forma effect thereto, (i) no Default or Event of Default shall have occurred and be continuing, (ii) the Fixed Charge Coverage Ratio shall be at least 1.20 to 1.0 as of the end of the most recent fiscal month for which financial statements have been delivered and (iii) Availability shall be at least 30% of the Revolving Commitments; provided that the aggregate consideration in respect of all such Permitted Acquisitions shall not exceed $100,000,000 during the Availability Period; (f) purchases of inventory and other property to be sold or used in the ordinary course of business; (fg) Acquisitions after the Effective Date any Restricted Payments expressly permitted by the Borrower or any other Loan Party; provided that (i) if such Acquisition is an acquisition of Capital Stock of a Person, such Acquisition shall not be opposed by the board of directors (or similar governing body) of such Person and shall, to the extent required by the terms hereof, become a Loan Party in accordance with this Agreement, (ii) no Default or Event of Default shall have then occurred and be continuing or would result therefrom, (iii) after giving effect to such Acquisition on a Pro Forma Basis, the Total Leverage Ratio is less than or equal to 3.75 to 1.00, in each case, as of the last day of the most recently ended Reference Period and (iv) prior to the consummation of any such Acquisition, the Administrative Agent shall have received a certificate of a Responsible Officer setting forth the calculations required to determine compliance with clauses (ii) and (iii) above and certifying that the conditions set forth in this clause (f) with respect to such Acquisition have been satisfied (any Acquisition that satisfies the requirements of this clause (f), a “Permitted Acquisition”)Section 6.07; (gh) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business and business; (i) Investments arising in connection with the incurrence of Indebtedness expressly permitted by Section 6.01(a); (j) Investments (including debt obligations) received in the ordinary course of business by the Borrower and its Subsidiaries any Group Member in connection with the bankruptcy or reorganization of suppliers and/or and customers and in good faith settlement of delinquent obligations of, and other disputes with, customers and/or and suppliers arising in out of the ordinary course of business; (hk) Investments of any Group Member under (i) Hedging Swap Agreements entered into in the ordinary course of business to hedge or mitigate risks to which the Borrower or any Subsidiary is exposed in the conduct of its business or the management of its liabilities and (ii) Permitted Bond Hedge Transactionsexpressly permitted hereunder; (i) bona fide loans and advances to employees and officers of the Borrower and its Subsidiaries for the purpose of paying payroll, travel and related expenses and other loans and advances incurred for proper business purposes of the Borrower or such Subsidiary; (jl) Investments received by the Borrower and its Subsidiaries in connection with any Disposition permitted by Section 6.04; (k) Investments held by of any Person that becomes a Subsidiary after the Effective Date; provided that (i) such Investments exist in existence at the time such Person becomes a Subsidiary and are pursuant to a transaction expressly permitted by any other paragraph of this Section; provided that such Investment was not created in contemplation of or made in connection with or anticipation of such Person becoming a Subsidiary and (ii) such Investments shall not be increased after such time unless such increase is permitted by another clause of this Section; (l) other Investments after the Effective Date; provided that (i) at the time of any such Investment and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (ii) after giving effect to such Investment on a Pro Forma Basis, the Total Leverage Ratio is less than or equal to 3.00 to 1.00, in each case, as of the last day of the most recently ended Reference PeriodSubsidiary; (m) Investments resulting from pledges and deposits referred to in an aggregate amount not to exceed the Available Amount; provided that paragraphs (ic) at the time of any such Investment and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (iid) after giving effect to such Investment on a Pro Forma Basis, the Total Leverage Ratio is less than or equal to 3.50 to 1.00, in each case, as of the last day definition of the most recently ended Reference Period“Permitted Encumbrances”; (n) Investments received in compromise the forgiveness or resolution conversion to equity of litigation, arbitration or other disputesany Indebtedness expressly permitted by Section 6.01(a)(ii); (o) endorsements for collection or deposit negotiable instruments and deposits held in the ordinary course of business; (i) Investments made pursuant to surety bonds, performance bonds, bid bonds, appeal bonds and related letters of credit or similar obligations, in each case, to the extent such surety bonds, performance bonds, bid bonds, substituting appeal bonds, related letters of credit and similar obligations are permitted under this Agreement and (ii) Investments consisting of indemnification obligations in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations or to secure liabilities to insurance carriers under insurance arrangements, or good faith deposits, prepayments or cash payments in connection with bids, tenders, contracts or leases or for payment of rent, in each case entered into in the ordinary course of business; (q) outstanding accounts payable owed to the Creators and Recoupable Payments in the ordinary course; (r) Investments to the extent that the payment for such Investments is made solely with newly issued equity interests of the Borrower the proceeds of which were not included in determining the Available Amount; and (sp) in addition to Investments otherwise expressly permitted by this Section 6.06Section, Investments by the Borrower or any of its Subsidiaries in an aggregate amount (valued at cost on the date such Investment was made) not to exceed $15,000,000 (measured at the time of such Investment) at any time outstanding during the term of this Agreement. For the avoidance of doubt, if any Investment is made in any Subsidiary of the Borrower that at the time of such Investment was not a Loan Party and was incurred pursuant to Section 6.06(c) and such Subsidiary subsequently becomes a Loan Party, such Investment shall at the time that such Subsidiary constitutes a Loan Party be deemed to constitute an incurrence of a new Investment exceeding in the amount thereof under Section 6.06(c)(i) and such amount thereof shall be restored to the amounts in Section 6.06(c)(iii)aggregate $7,500,000.

Investments and Acquisitions. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, make or suffer to exist any Investment in any Person or purchasepurchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit, except: (a) Cash and Cash EquivalentsPermitted Investments; (b) Guarantees expressly permitted by Section 7.01(b) and any payments made in respect of such Guarantees; (c) Investments (other than Investments expressly permitted under clauses paragraph (a) and (cb) of this Section) existing on the First Amendment Effective Date and set forth on Schedule 6.06 and any Investment that replaces, refinances or refunds any Investment made pursuant to this Section 6.06(b); provided that the amount of any such Investment may be increased (x) as required by the terms of such Investment as in existence on the date hereof or (y) as otherwise permitted hereunder7.06; (id) Investments by any Loan Party (i) the Borrower in any other Loan Party; and (ii) Investments Subsidiary Guarantor or by the Borrower or any Restricted Subsidiary in any Subsidiary that is not a Loan Party; provided that Guarantor or in the Borrower, (xii) any Investment made by any Restricted Subsidiary that is not a Loan Party in any Restricted Subsidiary that is not a Loan Party shall be unsecured and subordinated (iii) any Loan Party in right any Restricted Subsidiary that is not a Loan Party having an aggregate fair market value (with the fair market value of payment each Investment being measured at the time made and without giving effect to the Guaranteed Obligations subsequent changes in value), taken together with all other Investments made pursuant to this clause (iii), not to exceed $100,000,000; (e) Investments in Unrestricted Subsidiaries having an intercompany note aggregate fair market value, taken together with all other Investments made pursuant to this clause (e), not to exceed (x) $50,000,000 in form and substance acceptable to the Administrative Agent any fiscal year and (y) Investments by Loan Parties in Subsidiaries that are not Loan Parties shall (A) not exceed $60,000,000 100,000,000 in the aggregate at any time outstanding (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in any fiscal year (measured when such Investment is made) and (B) be limited to Investments in Foreign Subsidiaries to fund operating expenditures thereof that are incurred in the ordinary course of business and are consistent with past practices; (d) Indebtedness permitted by Section 6.01 (other than Section 6.01(c)value); (ef) the Borrower and its Restricted Subsidiaries may make Permitted Acquisitions; (g) purchases of inventory and other property to be sold or used in the ordinary course of business; (fh) Acquisitions after the Effective Date by the Borrower or any other Loan Party; provided that (i) if such Acquisition is an acquisition of Capital Stock of a Person, such Acquisition shall not be opposed by the board of directors (or similar governing body) of such Person and shall, subject to the extent required by the terms hereof, become a Loan Party in accordance with this Agreement, (ii) no absence of any continuing Default or Event of Default shall have then occurred and be continuing or would result therefrom, (iii) after giving effect to such Acquisition compliance by the Borrower on a Pro Forma Basis, pro forma basis with the Total Leverage Ratio is less than or equal to 3.75 to 1.00, in each case, as of the last day of the most recently ended Reference Period and (iv) prior to the consummation of any such Acquisition, the Administrative Agent shall have received a certificate of a Responsible Officer setting forth the calculations required to determine compliance with clauses (ii) and (iii) above and certifying that the conditions covenants set forth in this clause Sections 7.11 and 7.12, Investments from the Available Amount; (fi) with respect to such Acquisition have been satisfied any Restricted Payments expressly permitted by Section 7.07 (any Acquisition that satisfies the requirements of this clause (fother than Section 7.07(i), a “Permitted Acquisition”); (gj) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business and business; (k) Investments arising in connection with the incurrence of Indebtedness expressly permitted by Section 7.01(a); (l) Investments (including debt obligations) received in the ordinary course of business by the Borrower and its Subsidiaries or any Restricted Subsidiary in connection with the bankruptcy or reorganization of suppliers and/or and customers and in good faith settlement of delinquent obligations of, and other disputes with, customers and/or and suppliers arising in out of the ordinary course of business; (hm) Investments under (i) Hedging Agreements entered into in the ordinary course of business to hedge or mitigate risks to which the Borrower or any Restricted Subsidiary is exposed in the conduct of its business or the management of its liabilities and (ii) Permitted Bond Hedge Transactionsunder Swap Agreements permitted hereunder; (i) bona fide loans and advances to employees and officers of the Borrower and its Subsidiaries for the purpose of paying payroll, travel and related expenses and other loans and advances incurred for proper business purposes of the Borrower or such Subsidiary; (jn) Investments received by the Borrower and its Subsidiaries in connection with any Disposition permitted by Section 6.04; (k) Investments held by of any Person that becomes a Subsidiary after the Effective Date; provided that (i) such Investments exist in existence at the time such Person becomes a Subsidiary and are pursuant to a transaction expressly permitted by any other paragraph of this Section; provided that such Investment was not created in contemplation of or made in connection with or anticipation of such Person becoming a Subsidiary and (ii) such Investments shall not be increased after such time unless such increase is permitted by another clause of this Section; (l) other Investments after the Effective Date; provided that (i) at the time of any such Investment and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (ii) after giving effect to such Investment on a Pro Forma Basis, the Total Leverage Ratio is less than or equal to 3.00 to 1.00, in each case, as of the last day of the most recently ended Reference Period; (m) Investments in an aggregate amount not to exceed the Available Amount; provided that (i) at the time of any such Investment and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (ii) after giving effect to such Investment on a Pro Forma Basis, the Total Leverage Ratio is less than or equal to 3.50 to 1.00, in each case, as of the last day of the most recently ended Reference Period; (n) Investments received in compromise or resolution of litigation, arbitration or other disputesSubsidiary; (o) endorsements for collection Investments resulting from pledges and deposits referred to in paragraphs (b) and (c) of the definition of “Permitted Liens”; (p) the forgiveness or deposit conversion to equity of any Indebtedness expressly permitted by Section 7.01(a)(ii); (q) negotiable instruments and deposits held in the ordinary course of business; (i) Investments made pursuant to surety bonds, performance bonds, bid bonds, appeal bonds and related letters of credit or similar obligations, in each case, to the extent such surety bonds, performance bonds, bid bonds, substituting appeal bonds, related letters of credit and similar obligations are permitted under this Agreement and (ii) Investments consisting of indemnification obligations in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations or to secure liabilities to insurance carriers under insurance arrangements, or good faith deposits, prepayments or cash payments in connection with bids, tenders, contracts or leases or for payment of rent, in each case entered into in the ordinary course of business; (q) outstanding accounts payable owed to the Creators and Recoupable Payments in the ordinary course; (r) Investments to the extent that the payment for such Investments is made solely with newly issued equity interests of the Borrower the proceeds of which were not included in determining the Available Amount; and (sr) in addition to Investments otherwise expressly permitted by this Section 6.06Section, Investments by not exceeding in the Borrower or any of its Subsidiaries in an aggregate amount (valued at cost on the date such Investment was made) not to exceed $15,000,000 (measured at the time of such Investment) 200,000,000 at any one time outstanding during the term of this Agreement. For the avoidance of doubt, if any Investment is made in any Subsidiary of the Borrower that at the time of such Investment was not a Loan Party and was incurred pursuant to Section 6.06(c) and such Subsidiary subsequently becomes a Loan Party, such Investment shall at the time that such Subsidiary constitutes a Loan Party be deemed to constitute an incurrence of a new Investment in the amount thereof under Section 6.06(c)(i) and such amount thereof shall be restored to the amounts in Section 6.06(c)(iii)outstanding.

Investments and Acquisitions. The Borrower will not, and will not permit any of its Subsidiaries to, make or suffer to exist any Investment in any Person or purchase, except: (a) Cash and Cash Equivalents; (b) Investments (other than Investments permitted under clauses (a) and (c) of this Section) existing on the Effective Closing Date and set forth on Schedule 6.06 7.06 and any Investment that replaces, refinances or refunds any Investment made pursuant to this Section 6.06(b7.06(b); provided that the amount of any such Investment may be increased (x) as required by the terms of such Investment as in existence on the date hereof or (y) as otherwise permitted hereunder; (i) Investments by any Loan Party in any other Loan Party; and (ii) Investments by the Borrower or any Subsidiary in any Subsidiary that is not a Loan Party; provided that (x) any Investment made by any Subsidiary that is not a Loan Party in any Loan Party shall be unsecured and subordinated in right of payment to the Guaranteed Obligations pursuant to an intercompany note in form and substance acceptable to the Administrative Agent and (y) the aggregate amount of Investments by the Loan Parties in Subsidiaries any Subsidiary that is not a Loan Party after the Closing Date, together with the aggregate principal amount of Indebtedness owing by any Loan Party to such subsidiaries incurred under Section 7.01(c)(ii) after the Closing Date and the aggregate amount of Investments made by the Loan Parties in subsidiaries that are not Loan Parties pursuant to Section 7.06(f), shall (A) not exceed the greater of (x) $60,000,000 in 18,750,000 and (y) 7.5% of Consolidated EBITDA for the aggregate in any fiscal year most recently ended Reference Period (measured when such Investment is made) and (B) be limited to Investments in Foreign Subsidiaries to fund operating expenditures thereof that are incurred in the ordinary course of business and are consistent with past practices); (d) Indebtedness permitted by Section 6.01 (other than Section 6.01(c))7.01; (e) purchases of inventory and other property to be sold or used in the ordinary course of business; (f) Acquisitions after the Effective Closing Date by the Borrower or any other Loan Party; provided that (i) if such Acquisition is an acquisition of Capital Stock of a Person, such Acquisition shall not be opposed by the board of directors (or similar governing body) of such Person and shall, to the extent required by the terms hereof, become a Loan Party in accordance with this AgreementPerson, (ii) no Default or Event of Default shall have then occurred and be continuing or would result therefrom, (iii) after giving effect Pro Forma Effect to such Acquisition on a Pro Forma BasisAcquisition, the Borrower shall be in compliance with (x) during the Covenant Adjustment Period, a Total Net Leverage Ratio is of less than or equal to 3.75 to 1.004.25:1.00 and (y) thereafter, (A) a Total Net Leverage Ratio of no greater than .50x less than the then-applicable Required Ratio and (B) the financial covenants set forth in Section 7.11(b), in each case, as of case on the last day of such period, (iv) the aggregate amount of Investments made by the Loan Parties in subsidiaries that are not Loan Parties (and will not become Loan Parties promptly following such Acquisition) pursuant to this clause (f) after the Closing Date, together with the aggregate principal amount of Indebtedness owing by a Loan Party to such subsidiaries incurred under Section 7.01(c)(ii) after the Closing Date and the aggregate amount of Investments by the Loan Parties in such subsidiaries made under Section 7.06(c)(ii) after the Closing Date, shall not exceed the greater of (x) $18,750,000 and (y) 7.5% of Consolidated EBITDA for the most recently ended Reference Period (measured at the time of the Acquisition), and (ivv) for Acquisitions in excess of $25,000,000, prior to the consummation of any such Acquisition, the Administrative Agent shall have received a certificate of a Responsible Officer setting forth the calculations required to determine compliance with clauses (ii) and clause (iii) above and certifying that the conditions set forth in this clause (f) with respect to such Acquisition have 100 been satisfied (any Acquisition that satisfies the requirements of this clause (f), a “Permitted Acquisition”); (g) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business and Investments (including debt obligations) received by the Borrower and its Subsidiaries in connection with the bankruptcy or reorganization of suppliers and/or customers and in good faith settlement of delinquent obligations of, and other disputes with, customers and/or suppliers arising in the ordinary course of business; (h) Investments under (i) Hedging Agreements entered into in the ordinary course of business to hedge or mitigate risks to which the Borrower or any Subsidiary is exposed in the conduct of its business or the management of its liabilities and (ii) Permitted Bond Hedge Transactionsliabilities; (i) bona fide loans and advances to employees and officers of the Borrower and its Subsidiaries for the purpose of paying payroll, travel and related expenses and other loans and advances incurred for proper business purposes of the Borrower or such Subsidiary; (j) Investments received by the Borrower and its Subsidiaries in connection with any Disposition permitted by Section 6.047.04; (k) Investments held by any Person that becomes a Subsidiary after the Effective Closing Date; provided that (i) such Investments exist at the time such Person becomes a Subsidiary and are not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) such Investments shall not be increased after such time unless such increase is permitted by another clause of this Section; (l) other Investments after the Effective Date; provided that (i) at the time of any such Investment and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (ii) after giving effect to such Investment on a Pro Forma Basis, the Total Leverage Ratio is less than or equal to 3.00 to 1.00, in each case, as of the last day of the most recently ended Reference Period; (m) Investments in an aggregate amount not to exceed the Available Amount; provided that (i) at the time of any such Investment and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (ii) after giving effect to such Investment on a Pro Forma Basis, the Total Leverage Ratio is less than or equal to 3.50 to 1.00, in each case, as of the last day of the most recently ended Reference Period; (n) Investments received in compromise or resolution of litigation, arbitration or other disputes; (o) endorsements for collection or deposit in the ordinary course of business; (i) Investments made pursuant to surety bonds, performance bonds, bid bonds, appeal bonds and related letters of credit or similar obligations, in each case, to the extent such surety bonds, performance bonds, bid bonds, substituting appeal bonds, related letters of credit and similar obligations are permitted under this Agreement and (ii) Investments consisting of indemnification obligations in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations or to secure liabilities to insurance carriers under insurance arrangements, or good faith deposits, prepayments or cash payments in connection with bids, tenders, contracts or leases or for payment of rent, in each case entered into in the ordinary course of business; (q) outstanding accounts payable owed to the Creators and Recoupable Payments in the ordinary course; (r) Investments to the extent that the payment for such Investments is made solely with newly issued equity interests of the Borrower the proceeds of which were not included in determining the Available Amount; and (s) in addition to Investments otherwise expressly permitted by this Section 6.06, Investments by the Borrower or any of its Subsidiaries in an aggregate amount (valued at cost on the date such Investment was made) not to exceed $15,000,000 (measured at the time of such Investment) at any time outstanding during the term of this Agreement. For the avoidance of doubt, if any Investment is made in any Subsidiary of the Borrower that at the time of such Investment was not a Loan Party and was incurred pursuant to Section 6.06(c) and such Subsidiary subsequently becomes a Loan Party, such Investment shall at the time that such Subsidiary constitutes a Loan Party be deemed to constitute an incurrence of a new Investment in the amount thereof under Section 6.06(c)(i) and such amount thereof shall be restored to the amounts in Section 6.06(c)(iii).

Investments and Acquisitions. The Borrower will not, and will not permit any of its Subsidiaries to, make or suffer to exist any Investment in any Person or purchase, except: (a) Cash and Cash Equivalents; (b) Investments (other than Investments permitted under clauses (a) and (c) of this Section) existing on the Effective Date and set forth on Schedule 6.06 and any Investment that replaces, refinances or refunds any Investment made pursuant to this Section 6.06(b); provided that the amount of any such Investment may be increased (x) as required by the terms of such Investment as in existence on the date hereof or (y) as otherwise permitted hereunder; (i) Investments by any Loan Party in any other Loan Party; and (ii) Investments by the Borrower or any Subsidiary in any Subsidiary that is not a Loan Party; provided that (x) any Investment made by any Subsidiary that is not a Loan Party in any Loan Party shall be unsecured and subordinated in right of payment to the Guaranteed Obligations pursuant to an intercompany note in form and substance acceptable to the Administrative Agent and the Required Lenders and (y) Investments by Loan Parties in Subsidiaries that are not Loan Parties shall (A) not exceed $60,000,000 in the aggregate in any fiscal year (measured when such Investment is made) and (B) be limited to Investments in Foreign Subsidiaries to fund operating expenditures thereof that are incurred in the ordinary course of business and are consistent with past practices; (d) Indebtedness permitted by Section 6.01 (other than Section 6.01(c)); (e) purchases of inventory and other property to be sold or used in the ordinary course of business; (f) Acquisitions after the Effective Date by the Borrower or any other Loan Party; provided that (i) if such Acquisition is an acquisition of Capital Stock of a Person, such Acquisition shall not be opposed by the board of directors (or similar governing body) of such Person and shall, to the extent required by the terms hereof, become a Loan Party in accordance with this Agreement, (ii) no Default or Event of Default shall have then occurred and be continuing or would result therefrom, (iii) after giving effect to such Acquisition on a Pro Forma Basis, the Total Leverage Ratio is less than or equal to 3.75 to 1.00, in each case, as of the last day of the most recently ended Reference Period and (iv) prior to the consummation of any such Acquisition, the Administrative Agent shall have received a certificate of a Responsible Officer setting forth the calculations required to determine compliance with clauses (ii) and (iii) above and certifying that the conditions set forth in this clause (f) with respect to such Acquisition have been satisfied (any Acquisition that satisfies the requirements of this clause (f), a “Permitted Acquisition”); (g) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business and Investments (including debt obligations) received by the Borrower and its Subsidiaries in connection with the bankruptcy or reorganization of suppliers and/or customers and in good faith settlement of delinquent obligations of, and other disputes with, customers and/or suppliers arising in the ordinary course of business; (h) Investments under (i) Hedging Agreements entered into in the ordinary course of business to hedge or mitigate risks to which the Borrower or any Subsidiary is exposed in the conduct of its business or the management of its liabilities and (ii) Permitted Bond Hedge Transactions; (i) bona fide loans and advances to employees and officers of the Borrower and its Subsidiaries for the purpose of paying payroll, travel and related expenses and other loans and advances incurred for proper business purposes of the Borrower or such Subsidiary; (j) Investments received by the Borrower and its Subsidiaries in connection with any Disposition permitted by Section 6.04; (k) Investments held by any Person that becomes a Subsidiary after the Effective Date; provided that (i) such Investments exist at the time such Person becomes a Subsidiary and are not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) such Investments shall not be increased after such time unless such increase is permitted by another clause of this Section; (l) other Investments after the Effective Date; provided that (i) at the time of any such Investment and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (ii) after giving effect to such Investment on a Pro Forma Basis, the Total Leverage Ratio is less than or equal to 3.00 to 1.00, in each case, as of the last day of the most recently ended Reference Period; (m) Investments in an aggregate amount not to exceed the Available Amount; provided that (i) at the time of any such Investment and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (ii) after giving effect to such Investment on a Pro Forma Basis, the Total Leverage Ratio is less than or equal to 3.50 to 1.00, in each case, as of the last day of the most recently ended Reference Period; (n) Investments received in compromise or resolution of litigation, arbitration or other disputes; (o) endorsements for collection or deposit in the ordinary course of business; (i) Investments made pursuant to surety bonds, performance bonds, bid bonds, appeal bonds and related letters of credit or similar obligations, in each case, to the extent such surety bonds, performance bonds, bid bonds, substituting appeal bonds, related letters of credit and similar obligations are permitted under this Agreement and (ii) Investments consisting of indemnification obligations in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations or to secure liabilities to insurance carriers under insurance arrangements, or good faith deposits, prepayments or cash payments in connection with bids, tenders, contracts or leases or for payment of rent, in each case entered into in the ordinary course of business; (q) outstanding accounts payable owed to the Creators and Recoupable Payments in the ordinary course; (r) Investments to the extent that the payment for such Investments is made solely with newly issued equity interests of the Borrower the proceeds of which were not included in determining the Available Amount; and (s) in addition to Investments otherwise expressly permitted by this Section 6.06, Investments by the Borrower or any of its Subsidiaries in an aggregate amount (valued at cost on the date such Investment was made) not to exceed $15,000,000 (measured at the time of such Investment) at any time outstanding during the term of this Agreement. For the avoidance of doubt, if any Investment is made in any Subsidiary of the Borrower that at the time of such Investment was not a Loan Party and was incurred pursuant to Section 6.06(c) and such Subsidiary subsequently becomes a Loan Party, such Investment shall at the time that such Subsidiary constitutes a Loan Party be deemed to constitute an incurrence of a new Investment in the amount thereof under Section 6.06(c)(i) and such amount thereof shall be restored to the amounts in Section 6.06(c)(iii).

Investments and Acquisitions. The Borrower will not, and will ---------------------------- not permit any of its Subsidiaries to, make or suffer to exist any Investment in any Person Restricted Investments or purchasecommitments therefor, except: (a) Cash and Cash Equivalents; (b) Investments (other than Investments permitted under clauses (a) and (c) of this Section) existing on the Effective Date and set forth on Schedule 6.06 and any Investment that replacesunless, refinances or refunds any Investment made pursuant to this Section 6.06(b); provided that the amount of any such Investment may be increased (x) as required by the terms of such Investment as in existence on the date hereof or (y) as otherwise permitted hereunder; (i) Investments by any Loan Party in any other Loan Party; and (ii) Investments by the Borrower or any Subsidiary in any Subsidiary that is not a Loan Party; provided that (x) any Investment made by any Subsidiary that is not a Loan Party in any Loan Party shall be unsecured and subordinated in right of payment to the Guaranteed Obligations pursuant to an intercompany note in form and substance acceptable to the Administrative Agent and (y) Investments by Loan Parties in Subsidiaries that are not Loan Parties shall (A) not exceed $60,000,000 in the aggregate in any fiscal year (measured when such Investment is made) and (B) be limited to Investments in Foreign Subsidiaries to fund operating expenditures thereof that are incurred in the ordinary course of business and are consistent with past practices; (d) Indebtedness permitted by Section 6.01 (other than Section 6.01(c)); (e) purchases of inventory and other property to be sold or used in the ordinary course of business; (f) Acquisitions after the Effective Date by the Borrower or any other Loan Party; provided that (i) if such Acquisition is an acquisition of Capital Stock of a Person, such Acquisition shall not be opposed by the board of directors (or similar governing body) of such Person and shall, to the extent required by the terms hereof, become a Loan Party in accordance with this Agreement, (ii) no Default or Event of Default shall have then occurred and be continuing or would result therefrom, (iii) after giving effect to such Acquisition on a Pro Forma Basisthereto, the Total Leverage Ratio is less than or equal to 3.75 to 1.00, in each case, as aggregate amount (at original cost) of the last day of the most recently ended Reference Period and (iv) prior to the consummation of any such Acquisition, the Administrative Agent shall have received a certificate of a Responsible Officer setting forth the calculations required to determine compliance with clauses (ii) and (iii) above and certifying that the conditions set forth in this clause (f) with respect to such Acquisition have been satisfied (any Acquisition that satisfies the requirements of this clause (f), a “Permitted Acquisition”); (g) all outstanding Restricted Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business and Investments (including debt obligations) received by the Borrower and its Subsidiaries in connection with the bankruptcy or reorganization of suppliers and/or customers and in good faith settlement of delinquent obligations of, and other disputes with, customers and/or suppliers arising in the ordinary course of business; (h) Investments under (i) Hedging Agreements entered into in the ordinary course of business to hedge or mitigate risks to which the Borrower or any Subsidiary is exposed in the conduct of its business or the management of its liabilities and (ii) Permitted Bond Hedge Transactions; (i) bona fide loans and advances to employees and officers of the Borrower and all of its Subsidiaries for the purpose shall be less than 25% of paying payroll, travel and related expenses and other loans and advances incurred for proper business purposes Consolidated Tangible Net Worth. Any Person which becomes a Subsidiary of the Borrower or after the date hereof shall be deemed to have made, at the time it becomes a Subsidiary, all Restricted Investments of such Person existing immediately after it becomes a Subsidiary; (j) Investments received . Unless otherwise directed by the Borrower and its Subsidiaries in connection with any Disposition permitted by Section 6.04; (k) Investments held by Agent or the Required Lenders, any Person that which becomes a Subsidiary of the Borrower (other than a Securitization SPV, so long as such Person remains a Securitization SPV) after the Effective Date; provided that (i) such Investments exist at the time such Person becomes a Subsidiary and are not created in contemplation of or in connection date hereof, shall, contemporaneously with such Person becoming a Subsidiary, become a party to the Guaranty and provide to the Agent such opinions and certificates in respect thereof as the Agent or the Required Lenders may reasonably request; provided, however, that no such Subsidiary and (ii) shall -------- ------- be required to become a party to the Guaranty at a time when the Guaranty is deemed released in accordance with Article XVII, although any such Investments Subsidiary ------------ shall not be increased after required to become a party to the Guaranty at such time unless such increase as the Guaranty is permitted by another clause of this Section; (l) other Investments after the Effective Date; provided that (i) at the time of any such Investment and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (ii) after giving effect to such Investment on a Pro Forma Basis, the Total Leverage Ratio is less than or equal to 3.00 to 1.00, reinstated in each case, as of the last day of the most recently ended Reference Period; (m) Investments in an aggregate amount not to exceed the Available Amount; provided that (i) at the time of any such Investment and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (ii) after giving effect to such Investment on a Pro Forma Basis, the Total Leverage Ratio is less than or equal to 3.50 to 1.00, in each case, as of the last day of the most recently ended Reference Period; (n) Investments received in compromise or resolution of litigation, arbitration or other disputes; (o) endorsements for collection or deposit in the ordinary course of business; (i) Investments made pursuant to surety bonds, performance bonds, bid bonds, appeal bonds and related letters of credit or similar obligations, in each case, to the extent such surety bonds, performance bonds, bid bonds, substituting appeal bonds, related letters of credit and similar obligations are permitted under this Agreement and (ii) Investments consisting of indemnification obligations in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations or to secure liabilities to insurance carriers under insurance arrangements, or good faith deposits, prepayments or cash payments in connection accordance with bids, tenders, contracts or leases or for payment of rent, in each case entered into in the ordinary course of business; (q) outstanding accounts payable owed to the Creators and Recoupable Payments in the ordinary course; (r) Investments to the extent that the payment for such Investments is made solely with newly issued equity interests of the Borrower the proceeds of which were not included in determining the Available Amount; and (s) in addition to Investments otherwise expressly permitted by this Section 6.06, Investments by the Borrower or any of its Subsidiaries in an aggregate amount (valued at cost on the date such Investment was made) not to exceed $15,000,000 (measured at the time of such Investment) at any time outstanding during the term of this AgreementArticle XVII. For the avoidance of doubt, if any Investment is made in any Subsidiary of the Borrower that at the time of such Investment was not a Loan Party and was incurred pursuant to Section 6.06(c) and such Subsidiary subsequently becomes a Loan Party, such Investment shall at the time that such Subsidiary constitutes a Loan Party be deemed to constitute an incurrence of a new Investment in the amount thereof under Section 6.06(c)(i) and such amount thereof shall be restored to the amounts in Section 6.06(c)(iii).------------

Investments and Acquisitions. The Borrower will not, and will not permit any of its Subsidiaries to, make or suffer to exist any Investment in any Person or purchase, except: (a) Cash and Cash Equivalents; (b) Investments (other than Investments permitted under clauses (a) and (c) of this Section) existing on the Effective Closing Date and set forth on Schedule 6.06 7.06 and any Investment that replaces, refinances or refunds any Investment made pursuant to this Section 6.06(b7.06(b); provided that the amount of any such Investment may be increased (x) as required by the terms of such Investment as in existence on the date hereof or (y) as otherwise permitted hereunder; (c) (i) Investments by any Loan Party in any other Loan Party; and (ii) Investments by the Borrower or any Subsidiary in any Subsidiary that is not a Loan Party; provided that (x) any Investment made by any Subsidiary that is not a Loan Party in any Loan Party shall be unsecured and subordinated in right of payment to the Guaranteed Obligations pursuant to an intercompany note in form and substance acceptable to the Administrative Agent and (y) the aggregate amount of Investments by the Loan Parties in Subsidiaries any Subsidiary that is not a Loan Party after the Closing Date, together with the aggregate principal amount of Indebtedness owing by any Loan Party to such subsidiaries incurred under Section 7.01(c)(ii) after the Closing Date and the aggregate amount of Investments made by the Loan Parties in subsidiaries that are not Loan Parties pursuant to Section 7.06(f), shall (A) not exceed the greater of (x) $60,000,000 in 18,750,000 and (y) 7.5% of Consolidated EBITDA for the aggregate in any fiscal year most recently ended Reference Period (measured when such Investment is made) and (B) be limited to Investments in Foreign Subsidiaries to fund operating expenditures thereof that are incurred in the ordinary course of business and are consistent with past practices); (d) Indebtedness permitted by Section 6.01 (other than Section 6.01(c))7.01; (e) purchases of inventory and other property to be sold or used in the ordinary course of business; (f) Acquisitions after the Effective Closing Date by the Borrower or any other Loan Party; provided that (i) if such Acquisition is an acquisition of Capital Stock of a Person, such Acquisition shall not be opposed by the board of directors (or similar governing body) of such Person and shall, to the extent required by the terms hereof, become a Loan Party in accordance with this AgreementPerson, (ii) no Default or Event of Default shall have then occurred and be continuing or would result therefrom, (iii) after giving effect Pro Forma Effect to such Acquisition on a Pro Forma BasisAcquisition, the Borrower shall be in compliance with (x) during the Covenant Adjustment Period, a Total Net Leverage Ratio is of less than or equal to 3.75 to 1.004.255.00:1.00 and (y) thereafter, (A) a Total Net Leverage Ratio of no greater than .50x less than the then-applicable Required Ratio and (B) the financial covenant set forth in Section 7.11(b), in each case, as of case on the last day of such period, (iv) the aggregate amount of Investments made by the Loan Parties in subsidiaries that are not Loan Parties (and will not become Loan Parties promptly following such Acquisition) pursuant to this clause (f) after the Closing Date, together with the aggregate principal amount of Indebtedness owing by a Loan Party to such subsidiaries incurred under Section 7.01(c)(ii) after the Closing Date and the aggregate amount of Investments by the Loan Parties in such subsidiaries made under Section 7.06(c)(ii) after the Closing Date, shall not exceed the greater of (x) $18,750,000 and (y) 7.5% of Consolidated EBITDA for the most recently ended Reference Period (measured at the time of the Acquisition), and (ivv) for Acquisitions in excess of $25,000,000, prior to the consummation of any such Acquisition, the Administrative Agent shall have received a certificate of a Responsible 107 Officer setting forth the calculations required to determine compliance with clauses (ii) and clause (iii) above and certifying that the conditions set forth in this clause (f) with respect to such Acquisition have been satisfied (any Acquisition that satisfies the requirements of this clause (f), a “Permitted Acquisition”); (g) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business and Investments (including debt obligations) received by the Borrower and its Subsidiaries in connection with the bankruptcy or reorganization of suppliers and/or customers and in good faith settlement of delinquent obligations of, and other disputes with, customers and/or suppliers arising in the ordinary course of business; (h) Investments under (i) Hedging Agreements entered into in the ordinary course of business to hedge or mitigate risks to which the Borrower or any Subsidiary is exposed in the conduct of its business or the management of its liabilities and (ii) Permitted Bond Hedge Transactionsliabilities; (i) bona fide loans and advances to employees and officers of the Borrower and its Subsidiaries for the purpose of paying payroll, travel and related expenses and other loans and advances incurred for proper business purposes of the Borrower or such Subsidiary; (j) Investments received by the Borrower and its Subsidiaries in connection with any Disposition permitted by Section 6.047.04; (k) Investments held by any Person that becomes a Subsidiary after the Effective Closing Date; provided that (i) such Investments exist at the time such Person becomes a Subsidiary and are not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) such Investments shall not be increased after such time unless such increase is permitted by another clause of this Section; (l) other Investments (including Acquisitions) after the Effective Closing Date; provided that (i) at the time of any such Investment and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (ii) after giving effect to such Investment on a Pro Forma Basis, the Total Net Leverage Ratio is less than or equal to 3.00 to 1.00(i) during the Covenant Adjustment Period, 4.25:1.00 and (ii) thereafter, .50x less than the then-applicable Required Ratio, in each case, as of the last day of the most recently ended Reference Period; (m) Investments in an aggregate amount not to exceed the Available Amount; provided that (i) at the time of any such Investment and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing continuing; (n) Investments in Unrestricted Subsidiaries in an aggregate outstanding amount not to exceed the greater of (x) $18,750,000 and (iiy) after giving effect to such Investment on a Pro Forma Basis, the Total Leverage Ratio is less than or equal to 3.50 to 1.00, in each case, as 7.5% of the last day of Consolidated EBITDA for the most recently ended Reference Period, in each case measured at the time such Investment is made; (no) Investments received in compromise or resolution of litigation, arbitration or other disputes; (op) endorsements for collection or deposit in the ordinary course of business; (i) Investments made pursuant to surety bonds, performance bonds, bid bonds, appeal bonds and related letters of credit or similar obligations, in each case, to the extent such surety bonds, performance bonds, bid bonds, substituting appeal bonds, related letters of credit and similar obligations are permitted under this Agreement and (ii) Investments consisting of 108 indemnification obligations in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations or to secure liabilities to insurance carriers under insurance arrangements, or good faith deposits, prepayments or cash payments in connection with bids, tenders, contracts or leases or for payment of rent, in each case entered into in the ordinary course of business; (q) outstanding accounts payable owed to the Creators and Recoupable Payments in the ordinary course; (r) Investments to the extent that the payment for such Investments is made solely with newly issued equity interests of the Borrower the proceeds of which were not included in determining the Available Amount; and (sr) in addition to Investments otherwise expressly permitted by this Section 6.067.06, Investments by the Borrower or any of its Subsidiaries in an aggregate amount (valued at cost on the date such Investment was made) not to exceed the greater of $15,000,000 62,500,000 and 25.0% of Consolidated EBITDA for the most recently ended Reference Period (measured at the time of such Investment) ), at any time outstanding during the term of this Agreement. For the avoidance of doubt, if any Investment is made in any Subsidiary of the Borrower that at the time of such Investment was not a Loan Party and was incurred pursuant to Section 6.06(c) and such Subsidiary subsequently becomes a Loan Party, such Investment shall at the time that such Subsidiary constitutes a Loan Party be deemed to constitute an incurrence of a new Investment in the amount thereof under Section 6.06(c)(i) and such amount thereof shall be restored to the amounts in Section 6.06(c)(iii).

Investments and Acquisitions. The Neither the Borrower nor any Restricted Subsidiary will not, and will not permit any of its Subsidiaries to, (x) make or suffer to exist any Investment Investments (including loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, (y) become or remain a partner in any Person partnership or purchasejoint venture, or (z) make any Acquisition, except: (a) Cash and Cash EquivalentsEquivalent Investments, subject to control agreements in favor of the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the Lenders; (b) Investments by the Borrower and the Restricted Subsidiaries in Equity Interests in their respective Subsidiaries; provided that (i) any such Equity Interests held by a Loan Party shall be pledged pursuant to the Security Agreement to the extent required pursuant to Section 6.12 and (ii) the aggregate amount of Investments by Loan Parties in Unrestricted Subsidiaries (together with outstanding intercompany loans permitted under clause (ii) to the proviso to Section 6.18(b) and outstanding Guarantees permitted under the proviso to Section 6.18(d)) shall not exceed $25,000,000 at any time outstanding; (c) loans or advances made by any Loan Party to any Subsidiary and made by any Restricted Subsidiary to a Loan Party or any other than Subsidiary; provided that (i) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Security Agreement and (ii) the amount of such loans and advances made by Loan Parties to Unrestricted Subsidiaries (together with outstanding Investments permitted under clauses clause (aii) to the proviso to Section 6.18(b) and outstanding Guarantees permitted under the proviso to Section 6.18(d)) shall not exceed $25,000,000 at any time outstanding; (cd) of this Section) existing on the Effective Date and set forth on Schedule 6.06 and any Investment that replaces, refinances or refunds any Investment made pursuant to this Guarantees constituting Indebtedness permitted by Section 6.06(b)6.14; provided that the aggregate principal amount of Indebtedness of Unrestricted Subsidiaries that is Guaranteed by any such Investment may be increased Loan Party (xtogether with outstanding Investments permitted under clause (ii) as required by to the terms of such Investment as proviso to Section 6.18(b) and outstanding intercompany loans permitted under clause (ii) to the proviso to Section 6.18(c)) shall not exceed $25,000,000 at any time outstanding; (e) other Investments in existence on the date hereof or (y) as otherwise permitted hereunderClosing Date and described in Schedule 6.18; (i) Investments by any Loan Party in any other Loan Party; and (iif) Investments by the Borrower or any Subsidiary in any Subsidiary that is not a Loan Party; provided that (x) any Investment made by any Subsidiary that is not a Loan Party in any Loan Party shall be unsecured and subordinated in right the Restricted Subsidiaries consisting of payment to the Guaranteed Obligations pursuant to an intercompany note in form and substance acceptable to the Administrative Agent and (y) Investments by Loan Parties in Subsidiaries that are not Loan Parties shall (A) not exceed $60,000,000 in the aggregate in any fiscal year (measured when such Investment is made) and (B) be limited to Investments in Foreign Subsidiaries to fund operating expenditures thereof that are incurred in the ordinary course of business and are consistent with past practices; (d) Indebtedness permitted by Section 6.01 (other than Section 6.01(c)); (e) purchases of inventory and other property to be sold or used routine employee advances in the ordinary course of business; (f) Acquisitions after the Effective Date by the Borrower or , but not to exceed an outstanding amount, at any other Loan Party; provided that (i) if such Acquisition is an acquisition time, of Capital Stock of a Person, such Acquisition shall not be opposed by the board of directors (or similar governing body) of such Person and shall, to the extent required by the terms hereof, become a Loan Party in accordance with this Agreement, (ii) no Default or Event of Default shall have then occurred and be continuing or would result therefrom, (iii) after giving effect to such Acquisition on a Pro Forma Basis, the Total Leverage Ratio is less than or equal to 3.75 to 1.00, in each case, as of the last day of the most recently ended Reference Period and (iv) prior to the consummation of any such Acquisition, the Administrative Agent shall have received a certificate of a Responsible Officer setting forth the calculations required to determine compliance with clauses (ii) and (iii) above and certifying that the conditions set forth in this clause (f) with respect to such Acquisition have been satisfied (any Acquisition that satisfies the requirements of this clause (f), a “Permitted Acquisition”)$2,500,000; (g) Investments consisting comprised of extensions of credit in the nature of accounts receivable notes payable, or notes receivable arising from the grant of trade credit in the ordinary course of business and Investments (including debt obligations) received stock or other securities issued by the Borrower and its Subsidiaries in connection Account Debtors to such Loan Party pursuant to negotiated agreements with the bankruptcy or reorganization of suppliers and/or customers and in good faith respect to settlement of delinquent obligations of, and other disputes with, customers and/or suppliers arising such Account Debtor’s Accounts in the ordinary course of business; (h) Without duplication, Investments under made with amounts that would otherwise be available to make Restricted Payments pursuant to Section 6.13(a)(iii) or (i) Hedging Agreements entered into in the ordinary course of business to hedge or mitigate risks to which the Borrower or any Subsidiary is exposed in the conduct of its business or the management of its liabilities and (ii) Permitted Bond Hedge Transactionsvi); (i) bona fide loans and advances Permitted Acquisitions; provided that the Agent shall have received a certificate of an Authorized Officer of Borrower certifying as to employees and officers the satisfaction of the Borrower and its Subsidiaries for requirements set forth in the purpose definition of paying payroll, travel and related expenses and other loans and advances incurred for proper business purposes of the Borrower or such Subsidiary“Permitted Acquisition”; (j) Investments received by the Borrower and its Subsidiaries in connection with any Disposition permitted by Section 6.04;Compression Acquisition; and (k) Investments held by any Person that becomes a Subsidiary after the Effective Date; provided that (i) such Investments exist at the time such Person becomes a Subsidiary and are not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) such Investments shall not be increased after such time unless such increase is permitted by another clause of this Section; (l) other Investments after the Effective Date; provided that (i) at the time of any such Investment and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (ii) after giving effect to such Investment on a Pro Forma Basis, the Total Leverage Ratio is less than or equal to 3.00 to 1.00, in each case, as of the last day of the most recently ended Reference Period; (m) Investments in an aggregate amount not to exceed the Available Amount; provided that (i) at the time of any such Investment and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (ii) after giving effect to such Investment on a Pro Forma Basis, the Total Leverage Ratio is less than or equal to 3.50 to 1.00, in each case, as of the last day of the most recently ended Reference Period; (n) Investments received in compromise or resolution of litigation, arbitration or other disputes; (o) endorsements for collection or deposit in the ordinary course of business; (i) Investments made pursuant to surety bonds, performance bonds, bid bonds, appeal bonds and related letters of credit or similar obligations, in each case, to the extent such surety bonds, performance bonds, bid bonds, substituting appeal bonds, related letters of credit and similar obligations are permitted under this Agreement and (ii) Investments consisting of indemnification obligations in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations or to secure liabilities to insurance carriers under insurance arrangements, or good faith deposits, prepayments or cash payments in connection with bids, tenders, contracts or leases or for payment of rent, in each case entered into in the ordinary course of business; (q) outstanding accounts payable owed to the Creators and Recoupable Payments in the ordinary course; (r) Investments to the extent that the payment for such Investments is made solely with newly issued equity interests of the Borrower the proceeds of which were not included in determining the Available Amount; and (s) in addition to Investments otherwise expressly permitted by this Section 6.06, Investments by the Borrower or any of its Subsidiaries in an aggregate amount (valued at cost on the date such Investment was made) not to exceed $15,000,000 (measured at the time of such Investment) at any time outstanding during the term of this Agreement. For the avoidance of doubt, if any Investment is made in any Subsidiary of the Borrower that at the time of such Investment was not a Loan Party and was incurred pursuant to Section 6.06(c) and such Subsidiary subsequently becomes a Loan Party, such Investment shall at the time that such Subsidiary constitutes a Loan Party be deemed to constitute an incurrence of a new Investment in the amount thereof under Section 6.06(c)(i) and such amount thereof shall be restored to the amounts in Section 6.06(c)(iii)GP Contribution Transactions.

Investments and Acquisitions. The Borrower No Loan Party will, nor will not, and will not it permit any of its Subsidiaries Subsidiary to, make purchase, hold or suffer acquire (including pursuant to exist any merger with any Person that was not a Loan Party and a wholly owned Subsidiary prior to such merger) any Investment in or make any Person or purchaseAcquisition, except: (a) Cash and Cash EquivalentsPermitted Investments, subject to control agreements in favor of the Administrative Agent for the benefit of the Secured Creditors or otherwise subject to a perfected security interest in favor of the Administrative Agent for the benefit of the Secured Creditors, provided that, notwithstanding anything herein to the contrary, if Level 1 Liquidity exists such control agreements shall not be required; (b) Investments (other than Investments permitted under clauses (a) and (c) of this Section) existing on the Effective Date and set forth on Schedule 6.06 and any Investment that replaces, refinances or refunds any Investment made pursuant to this Section 6.06(b); provided that the amount of any such Investment may be increased (x) as required by the terms of such Investment as investments in existence on the date hereof or (y) as otherwise permitted hereunderof this Agreement and described in Schedule 6.04-1; (ic) Investments by any Loan Party in any other Loan Party; and (ii) Investments investments by the Borrower or any Subsidiary and the Subsidiaries in any Subsidiary that is not a Loan Party; Equity Interests in their respective Subsidiaries, provided that (xA) any Investment made such Equity Interests held by any Subsidiary that is not a Loan Party in any Loan Party shall be unsecured and subordinated in right of payment pledged pursuant to the Guaranteed Obligations pursuant to an intercompany note in form and substance acceptable Security Agreement (subject to the Administrative Agent limitations applicable to common stock of a Foreign Subsidiary referred to in Section 5.12) and (yB) Investments the aggregate amount of investments by Loan Parties in Subsidiaries that are not Loan Parties (together with outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(d) and outstanding Guarantees permitted under the proviso to Section 6.04(e)) shall not exceed $2,500,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (d) loans or advances made by the Borrower to any Subsidiary and made by any Subsidiary to the Borrower or any other Subsidiary, provided that (A) not exceed $60,000,000 in any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the aggregate in any fiscal year (measured when such Investment is made) Security Agreement and (B) be limited the amount of such loans and advances made by Loan Parties to Investments in Foreign Subsidiaries to fund operating expenditures thereof that are incurred not Loan Parties (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(c) and outstanding Guarantees permitted under the proviso to Section 6.04(e)) shall not exceed $2,500,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs) and shall not be made if any Event of Default or Default has occurred and is continuing or if Availability is less than $25,000,000; (e) Guarantees constituting Indebtedness permitted by Section 6.01, provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party shall (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(c) and outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(d)) shall not exceed $2,500,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (f) loans or advances made by a Loan Party to its employees on an arms-length basis in the ordinary course of business consistent with past practices for travel and are entertainment expenses, relocation costs and similar purposes up to a maximum of $500,000 in the aggregate at any one time outstanding; (g) subject to Sections 4.2(a) and 4.4 of the Security Agreement, notes payable, or stock or other securities issued by Account Debtors to a Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor's Accounts in the ordinary course of business, consistent with past practices; (dh) Indebtedness investments in the form of Swap Agreements permitted by Section 6.01 (other than Section 6.01(c)); (e) purchases of inventory and other property to be sold or used in the ordinary course of business; (f) Acquisitions after the Effective Date by the Borrower or any other Loan Party; provided that (i) if such Acquisition is an acquisition of Capital Stock of a Person, such Acquisition shall not be opposed by the board of directors (or similar governing body) of such Person and shall, to the extent required by the terms hereof, become a Loan Party in accordance with this Agreement, (ii) no Default or Event of Default shall have then occurred and be continuing or would result therefrom, (iii) after giving effect to such Acquisition on a Pro Forma Basis, the Total Leverage Ratio is less than or equal to 3.75 to 1.00, in each case, as of the last day of the most recently ended Reference Period and (iv) prior to the consummation of any such Acquisition, the Administrative Agent shall have received a certificate of a Responsible Officer setting forth the calculations required to determine compliance with clauses (ii) and (iii) above and certifying that the conditions set forth in this clause (f) with respect to such Acquisition have been satisfied (any Acquisition that satisfies the requirements of this clause (f), a “Permitted Acquisition”); (g) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business and Investments (including debt obligations) received by the Borrower and its Subsidiaries in connection with the bankruptcy or reorganization of suppliers and/or customers and in good faith settlement of delinquent obligations of, and other disputes with, customers and/or suppliers arising in the ordinary course of business; (h) Investments under (i) Hedging Agreements entered into in the ordinary course of business to hedge or mitigate risks to which the Borrower or any Subsidiary is exposed in the conduct of its business or the management of its liabilities and (ii) Permitted Bond Hedge Transactions6.07; (i) bona fide loans and advances to employees and officers investments of the Borrower and its Subsidiaries for the purpose of paying payroll, travel and related expenses and other loans and advances incurred for proper business purposes of the Borrower or such Subsidiary; (j) Investments received by the Borrower and its Subsidiaries in connection with any Disposition permitted by Section 6.04; (k) Investments held by any Person that becomes a Subsidiary after the Effective Date; provided that (i) such Investments exist existing at the time such Person becomes a Subsidiary and are of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a permitted acquisition) so long as such investments were not created made in contemplation of or in connection with such Person becoming a Subsidiary or of such merger; (j) investments received in connection with the dispositions of assets permitted by Section 6.05; (k) investments constituting deposits described in clauses (c) and (iid) such Investments shall not be increased after such time unless such increase is permitted by another clause of this Sectionthe definition of the term "Permitted Encumbrances"; (l) Permitted Acquisitions; and (m) other Investments after the Effective Date; provided that in an aggregate outstanding amount not to exceed (ix) at the time of any such Investment and immediately after giving effect thereto$100,000,000 if Level 1 Liquidity exists, no Default (y) $10,000,000 if Level 2 Liquidity exists or Event of Default shall have occurred and be continuing and (iiz) $5,000,000 if Level 3 Liquidity, in each case after giving effect to such Investment on a Pro Forma BasisInvestment. Notwithstanding anything herein to the contrary, the Total Leverage Ratio is less than No Loan Party will, nor will it permit any Subsidiary to, purchase, hold or equal acquire Equity Interests, evidences of indebtedness or other securities (including any option, warrant or other right to 3.00 to 1.00, in each case, as acquire any of the last day foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, or make any payment or transfer to any of the most recently ended Reference Period; (m) Investments in an aggregate amount not to exceed the Available Amount; provided that (i) at the time of any such Investment and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (ii) after giving effect to such Investment Restructuring Entities other than as described on a Pro Forma Basis, the Total Leverage Ratio is less than or equal to 3.50 to 1.00, in each case, as of the last day of the most recently ended Reference Period; (n) Investments received in compromise or resolution of litigation, arbitration or other disputes; (o) endorsements for collection or deposit in the ordinary course of business; (i) Investments made pursuant to surety bonds, performance bonds, bid bonds, appeal bonds and related letters of credit or similar obligations, in each case, to the extent such surety bonds, performance bonds, bid bonds, substituting appeal bonds, related letters of credit and similar obligations are permitted under this Agreement and (ii) Investments consisting of indemnification obligations in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations or to secure liabilities to insurance carriers under insurance arrangements, or good faith deposits, prepayments or cash payments in connection with bids, tenders, contracts or leases or for payment of rent, in each case entered into in the ordinary course of business; (q) outstanding accounts payable owed to the Creators and Recoupable Payments in the ordinary course; (r) Investments to the extent that the payment for such Investments is made solely with newly issued equity interests of the Borrower the proceeds of which were not included in determining the Available Amount; and (s) in addition to Investments otherwise expressly permitted by this Section 6.06, Investments by the Borrower or any of its Subsidiaries in an aggregate amount (valued at cost on the date such Investment was made) not to exceed $15,000,000 (measured at the time of such Investment) at any time outstanding during the term of this Agreement. For the avoidance of doubt, if any Investment is made in any Subsidiary of the Borrower that at the time of such Investment was not a Loan Party and was incurred pursuant to Section 6.06(c) and such Subsidiary subsequently becomes a Loan Party, such Investment shall at the time that such Subsidiary constitutes a Loan Party be deemed to constitute an incurrence of a new Investment in the amount thereof under Section 6.06(c)(i) and such amount thereof shall be restored to the amounts in Section 6.06(c)(iii)Schedule 6.04-2.

Investments and Acquisitions. The Borrower will not, and will not permit any of its Subsidiaries to, make or suffer to exist any Investment in any Person or purchase, except: (a) Cash and Cash Equivalents; (b) Investments (other than Investments permitted under clauses (a) and (c) of this Section) existing on the Effective Closing Date and set forth on Schedule 6.06 and any Investment that replaces, refinances or refunds any Investment made pursuant to this Section 6.06(b); provided that the amount of any such Investment may be increased (x) as required by the terms of such Investment as in existence on the date hereof or (y) as otherwise permitted hereunder; (i) Investments by any Loan Party in any other Loan Party; and (ii) Investments by the Borrower or any Subsidiary in any Subsidiary that is not a Loan Party; provided that (x) any Investment made by any Subsidiary that is not a Loan Party in any Loan Party shall be unsecured and subordinated in right of payment to the Guaranteed Obligations pursuant to an intercompany note in form and substance acceptable to the Administrative Agent and (y) the aggregate amount of Investments by the Loan Parties in Subsidiaries any Subsidiary that is not a Loan Party after the Closing Date, together with the aggregate principal amount of Indebtedness owing by any Loan Party to such subsidiaries incurred under Section 6.01(c)(iii) after the Closing Date and the aggregate amount of Investments made by the Loan Parties in subsidiaries that are not Loan Parties pursuant to Section 6.06(f), shall (A) not exceed the greater of (x) $60,000,000 in 25,000,000 and (y) 85% of Consolidated Adjusted EBITDA for the aggregate in any fiscal year most recently ended Reference Period (measured when such Investment is made) and (B) be limited to Investments in Foreign Subsidiaries to fund operating expenditures thereof that are incurred in the ordinary course of business and are consistent with past practices); (d) Indebtedness permitted by Section 6.01 (other than Section 6.01(c))6.01; (e) purchases of inventory and other property to be sold or used in the ordinary course of business; (f) Acquisitions after the Effective Closing Date by the Borrower or any other Loan Party; provided that (i) if such Acquisition is an acquisition of Capital Stock of a Person, such Acquisition shall not be opposed by the board of directors (or similar governing body) of such Person and shall, to the extent required by the terms hereof, become a Loan Party in accordance with this AgreementPerson, (ii) no Default or Event of Default shall have then occurred and be continuing or would result therefrom, (iiiii) after giving effect to such Acquisition on a Pro Forma Basis, the Total Leverage Ratio is less than or equal to 3.75 to 1.00, in each case, as of the last day of the most recently ended Reference Period and (iviii) prior to the consummation of any such Acquisition, the Administrative Agent shall have received a certificate of a Responsible Officer setting forth the calculations required to determine compliance with clauses clause (ii) and (iii) above and certifying that the conditions set forth in this clause (f) with respect to such Acquisition have been satisfied (any Acquisition that satisfies the requirements of this clause (f), a “Permitted Acquisition”); (g) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business and Investments (including debt obligations) received by the Borrower and its Subsidiaries in connection with the bankruptcy or reorganization of suppliers and/or customers and in good faith settlement of delinquent obligations of, and other disputes with, customers and/or suppliers arising in the ordinary course of business; (h) Investments under (i) Hedging Agreements entered into in the ordinary course of business to hedge or mitigate risks to which the Borrower or any Subsidiary is exposed in the conduct of its business or the management of its liabilities and (ii) Permitted Bond Hedge Transactionsliabilities; (i) bona fide loans and advances to employees and officers of the Borrower and its Subsidiaries for the purpose of paying payroll, travel and related expenses and other loans and advances incurred for proper business purposes of the Borrower or such Subsidiary; (j) Investments received by the Borrower and its Subsidiaries in connection with any Disposition permitted by Section 6.04; (k) Investments held by any Person that becomes a Subsidiary after the Effective Closing Date; provided that (i) such Investments exist at the time such Person becomes a Subsidiary and are not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) such Investments shall not be increased after such time unless such increase is permitted by another clause of this Section; (l) other Investments after the Effective Closing Date; provided that (i) at the time of any such Investment and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (ii) that after giving effect to such Investment on a Pro Forma Basis, the Total Leverage Ratio is less than or equal to 3.00 to 1.00, in each case, as of the last day of the most recently ended Reference Period; (m) Investments in an aggregate amount not to exceed the Available Amount; provided that (i) at the time of any such Investment and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (ii) after giving effect to such Investment on a Pro Forma Basis, the Total Leverage Ratio is less than or equal to 3.50 to 1.00, in each case, as of the last day of the most recently ended Reference Periodcontinuing; (n) Investments received in compromise or resolution of litigation, arbitration or other disputes; (o) endorsements for collection or deposit in the ordinary course of business; (i) Investments made pursuant to surety bonds, performance bonds, bid bonds, appeal bonds and related letters of credit or similar obligations, in each case, to the extent such surety bonds, performance bonds, bid bonds, substituting appeal bonds, related letters of credit and similar obligations are permitted under this Agreement and (ii) Investments consisting of indemnification obligations in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations or to secure liabilities to insurance carriers under insurance arrangements, or good faith deposits, prepayments or cash payments in connection with bids, tenders, contracts or leases or for payment of rent, in each case entered into in the ordinary course of business; (q) outstanding accounts payable owed to the Creators and Recoupable Payments in the ordinary course; (r) Investments to the extent that the payment for such Investments is made solely with newly issued equity interests of the Borrower the proceeds of which were not included in determining the Available Amount; and (s) in addition to Investments otherwise expressly permitted by this Section 6.06, Investments by the Borrower or any of its Subsidiaries in an aggregate amount (valued at cost on the date such Investment was made) not to exceed the greater of $15,000,000 and 50% of Consolidated Adjusted EBITDA for the most recently ended Reference Period (measured at the time of such Investment) ), at any time outstanding during the term of this Agreement. For the avoidance of doubt, if any Investment is made in any Subsidiary of the Borrower that at the time of such Investment was not a Loan Party and was incurred pursuant to Section 6.06(c) and such Subsidiary subsequently becomes a Loan Party, such Investment shall at the time that such Subsidiary constitutes a Loan Party be deemed to constitute an incurrence of a new Investment in the amount thereof under Section 6.06(c)(i) and such amount thereof shall be restored to the amounts in Section 6.06(c)(iii).

Investments and Acquisitions. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, make or suffer to exist any Investment In-vestmentInvestment in any Person or purchasepurchase or otherwise acquiremake an Acquisition (in one transaction or a series of transactions) any assets of any other Person constituting a business, except: (a) Cash and Cash Equivalents; (b) Investments (other than Investments permitted under clauses (a) and (cd) of this Section) existing on the Effective Date date hereof and set forth on Schedule 6.06 and any Investment that replaces, refinances or refunds any Investment made pursuant to this Section 6.06(b); provided that the amount of any such Investment may be increased (x) as required by the terms of such Investment as in existence on the date hereof or (y) as otherwise permitted hereunder7.06; (c) (i) Investments by any Loan Party in any other Loan Party; and (ii) Investments by any Restricted Subsidiary that is not a Loan Party in the Borrower or any other Restricted Subsidiary and (iii) Investments by the Borrower or any Restricted Subsidiary in any Subsidiary that is not a Loan Party; provided that (x) any Investment made by any Subsidiary that is not a Loan Party in any Loan Party shall be unsecured and subordinated in right the aggregate amount of payment to the Guaranteed Obligations pursuant to an intercompany note in form and substance acceptable to the Administrative Agent and (y) Investments by the Loan Parties in Subsidiaries that are not Loan Parties under clause (ii) above, together with (x) the aggregate principal amount of Indebtedness owing to the Loan Parties incurred under Section 7.01(c)(ii) and (y) the aggregate principal amount of Permitted Acquisition Consideration paid for Permitted Acquisitions of or in any Subsidiary that shall (A) not be or, after giving effect to such Permitted Acquisition, shall not be-come a Guarantor under Section 7.06(g), shall not exceed $60,000,000 in 25,000,000 at any time outstanding the aggregate in any fiscal year (measured when such Investment is made) greater of $50,000,000 and (B) be limited to Investments in Foreign Subsidiaries to fund operating expenditures thereof that are incurred in 45% of pro forma Consolidated EBITDA as of the ordinary course of business and are consistent with past practicesmost recently ended Reference Period; (d) Indebtedness permitted by Section 6.01 7.01 (other than Indebtedness permitted by Section 6.01(c7.01(c)(ii)); (e) purchases of inventory and other property to be sold or used in the ordinary course of business; (f) Acquisitions after the Effective Date by [Reserved].Investments of the Borrower or any other Loan PartyRestricted Subsidiary under Swap Agreements permitted hereunder; (g) Permitted Acquisitions; provided that (i) if that the aggregate amount of Permitted Acquisition Consideration of such Acquisition is an acquisition of Capital Stock of a Person, such Acquisition Permitted Acquisitions made or provided by the BorrowersBorrower or any Restricted Subsidiary to any Restricted Subsidiary that shall not be opposed by the board of directors (or similar governing body) of such Person and shallor, to the extent required by the terms hereof, become a Loan Party in accordance with this Agreement, (ii) no Default or Event of Default shall have then occurred and be continuing or would result therefrom, (iii) after giving effect to such Acquisition on Permitted Acquisition, shall not become a Pro Forma BasisGuarantor, together with (x) the Total Leverage Ratio is less than or equal aggregate principal amount of Indebtedness owing to 3.75 to 1.00the Loan Parties incurred under Section 7.01(c)(ii) and (y) the aggregate amount of Investments by the Loan Parties in Subsidiaries that are not Loan Parties under Section 7.06(c)(ii), in each case, shall not exceed $25,000,000; andshall not exceed the greater of $50,000,000 and 45% of pro forma Consolidated EBITDA as of the last day of the most recently ended Reference Period and (ivii) any Investment in any Restricted Subsidiary that is not a Loan Party in an amount required to permit such Restricted Subsidiary to consummate a Permitted Acquisition, which amount is actually applied by such Restricted Subsidiary to consummate such Permitted Acquisition substantially concurrently with the making of such Investment; (h) other Investments in an aggregate amount (valued at cost) since the Restatement Datethen outstanding not exceeding the greater of $15,000,000 plus, so long as immediately after giving effect to any such Investment, no Default or Event of De-fault shall have occurred and be continuingand 15% of pro forma Consolidated EBITDA as of the most recently ended Reference Period plus, the Available Amount.; (i) Investments made by any Unrestricted Subsidiary prior to the consummation date on which such Unrestricted Subsidiary is designated as a Restricted Subsidiary, so long as such Investments were not made in contemplation of any the designation of such Acquisition, the Administrative Agent shall have received Unrestricted Subsidiary as a certificate of a Responsible Officer setting forth the calculations required to determine compliance with clauses (ii) and (iii) above and certifying that the conditions set forth in this clause (f) with respect to such Acquisition have been satisfied (any Acquisition that satisfies the requirements of this clause (f), a “Permitted Acquisition”)Restricted Subsidiary; (gj) Investments consisting (i) Guarantees of extensions leases (other than capital leases) of credit in the nature Borrower and its Restricted Subsidiaries or of accounts receivable or notes receivable arising from other obligations of the grant of trade credit Borrower and its Restricted Subsidiaries not constituting Indebtedness and in the ordinary course of business and Investments (including debt obligationsii) received by Guarantees of obligations of suppliers, customers, franchisees and licensees of the Borrower and and/or its Subsidiaries Restricted Subsidiaries, in each case, in the ordinary course of business; (k) Investments received (i) in connection with the bankruptcy or reorganization of any Person, (ii) in satisfaction or partial satisfaction of accounts receivable or notes receivable from financially troubled account debtors, including Investments received in connection with the bankruptcy or reorganization of suppliers and/or or customers and in good faith settlement of delinquent obligations of, and other disputes with, customers and/or suppliers arising in the ordinary course of business; , (hiii) Investments under upon foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment and/or (iiv) Hedging Agreements entered into in the ordinary course of business to hedge or mitigate risks to which the Borrower or any Subsidiary is exposed in the conduct of its business or the management of its liabilities and (ii) Permitted Bond Hedge Transactions; (i) bona fide loans and advances to employees and officers as a result of the Borrower and its Subsidiaries for the purpose of paying payrollsettlement, travel and related expenses and other loans and advances incurred for proper business purposes of the Borrower or such Subsidiary; (j) Investments received by the Borrower and its Subsidiaries in connection with any Disposition permitted by Section 6.04; (k) Investments held by any Person that becomes a Subsidiary after the Effective Date; provided that (i) such Investments exist at the time such Person becomes a Subsidiary and are not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) such Investments shall not be increased after such time unless such increase is permitted by another clause of this Section; (l) other Investments after the Effective Date; provided that (i) at the time of any such Investment and immediately after giving effect theretocompromise, no Default or Event of Default shall have occurred and be continuing and (ii) after giving effect to such Investment on a Pro Forma Basis, the Total Leverage Ratio is less than or equal to 3.00 to 1.00, in each case, as of the last day of the most recently ended Reference Period; (m) Investments in an aggregate amount not to exceed the Available Amount; provided that (i) at the time of any such Investment and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (ii) after giving effect to such Investment on a Pro Forma Basis, the Total Leverage Ratio is less than or equal to 3.50 to 1.00, in each case, as of the last day of the most recently ended Reference Period; (n) Investments received in compromise or resolution of litigation, arbitration or other disputes; (ol) endorsements for collection or deposit Investments received in the ordinary course lieu of businesscash in connection with any Disposition permitted by Section 7.04; (im) Investments to the extent that payment therefor is made solely with Capital Stock of the Borrower to the extent not resulting in a Change in Control; (n) Investments made by any Restricted Subsidiary that is not a Loan Party with the proceeds received by such Restricted Subsidiary from an Investment made by any Loan Party in such Restricted Subsidiary pursuant to this Section 7.06 (other than Investments made pursuant to surety bondsSection 7.06(g)(ii)); (o) Investments in Restricted Subsidiaries in connection with internal reorganizations and/or restructurings and activities related to tax planning; provided that, performance bondsany such reorganization, bid bondsrestructuring or activity, appeal bonds does not adversely affect the aggregate value of the guarantee of the Obligations or the Collateral or the Secured Parties’ rights and related letters of credit or similar obligations, remedies (taken as a whole) under the Loan Documents (in each case, to as reasonably determined by the extent such surety bonds, performance bonds, bid bonds, substituting appeal bonds, related letters of credit and similar obligations are permitted under this Agreement and Borrower in consultation with the Administrative Agent); (iip) Investments consisting of indemnification obligations in respect the licensing of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations or intellectual property pursuant to secure liabilities to insurance carriers under insurance arrangements, or good faith deposits, prepayments or cash payments in connection joint marketing arrangements with bids, tenders, contracts or leases or for payment of rent, in each case other Persons entered into in the ordinary course of business; (q) outstanding accounts payable owed unfunded pension fund and other employee benefit plan obligations and liabilities to the Creators and Recoupable Payments in extent that the ordinary coursesame are permitted to remain unfunded under applicable Requirements of Law; (r) Investments to the extent that the payment for such Investments is made solely with newly issued equity interests of in the Borrower or any Restricted Subsidiary and/or any joint venture in connection with intercompany cash management arrangements and related activities in the proceeds ordinary course of which were not included in determining the Available Amountbusiness; and (s) in addition to Investments otherwise expressly permitted by this Section 6.06, Investments by the Borrower or any of and its Restricted Subsidiaries in an aggregate amount may make unlimited Investments so long as (valued at cost i) on the date such Investment was made) not to exceed $15,000,000 (measured at the time of such Investment) at any time outstanding during the term of this Agreement. For the avoidance of doubt, if any Investment is made in any Subsidiary of a Pro Forma Basis the Borrower that at the time is in compliance with Section 7.11 and (ii) immediately after giving effect thereto, no Event of such Investment was not a Loan Party Default has occurred and was incurred pursuant to Section 6.06(c) and such Subsidiary subsequently becomes a Loan Party, such Investment shall at the time that such Subsidiary constitutes a Loan Party be deemed to constitute an incurrence of a new Investment in the amount thereof under Section 6.06(c)(i) and such amount thereof shall be restored to the amounts in Section 6.06(c)(iii)is continuing.

Investments and Acquisitions. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, make or suffer to exist any Investment in any Person or purchasepurchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit, except: (a) Cash and Cash EquivalentsPermitted Investments; (b) Guarantees expressly permitted by Section 7.01(b) and any payments made in respect of such Guarantees; (c) Investments (other than Investments expressly permitted under clauses paragraph (a) and (cb) of this Section) existing on the Fifth RestatementFirst Amendment Effective Date and set forth on Schedule 6.06 and any Investment that replaces, refinances or refunds any Investment made pursuant to this Section 6.06(b); provided that the amount of any such Investment may be increased (x) as required by the terms of such Investment as in existence on the date hereof or (y) as otherwise permitted hereunder7.06; (id) Investments by any Loan Party (i) the Borrower in any other Loan Party; and (ii) Investments Subsidiary Guarantor or by the Borrower or any Restricted Subsidiary in any Subsidiary that is not a Loan Party; provided that Guarantor or in the Borrower, (xii) any Investment made by any Restricted Subsidiary that is not a Loan Party in any Restricted Subsidiary that is not a Loan Party shall be unsecured and subordinated (iii) any Loan Party in right any Restricted Subsidiary that is not a Loan Party having an aggregate fair market value (with the fair market value of payment each Investment being measured at the time made and without giving effect to the Guaranteed Obligations subsequent changes in value), taken together with all other Investments made pursuant to an intercompany note in form and substance acceptable this clause (iii), not to the Administrative Agent and (y) Investments by Loan Parties in Subsidiaries that are not Loan Parties shall (A) not exceed $60,000,000 in the aggregate in any fiscal year (measured when such Investment is made) and (B) be limited to Investments in Foreign Subsidiaries to fund operating expenditures thereof that are incurred in the ordinary course of business and are consistent with past practices; (d) Indebtedness permitted by Section 6.01 (other than Section 6.01(c))75,000,000100,000,000; (e) purchases of inventory and other property to be sold or used in the ordinary course of business; (f) Acquisitions after the Effective Date by the Borrower or any other Loan Party; provided that (i) if such Acquisition is an acquisition of Capital Stock of a Person, such Acquisition shall not be opposed by the board of directors (or similar governing body) of such Person and shall, to the extent required by the terms hereof, become a Loan Party in accordance with this Agreement, (ii) no Default or Event of Default shall have then occurred and be continuing or would result therefrom, (iii) after giving effect to such Acquisition on a Pro Forma Basis, the Total Leverage Ratio is less than or equal to 3.75 to 1.00, in each case, as of the last day of the most recently ended Reference Period and (iv) prior to the consummation of any such Acquisition, the Administrative Agent shall have received a certificate of a Responsible Officer setting forth the calculations required to determine compliance with clauses (ii) and (iii) above and certifying that the conditions set forth in this clause (f) with respect to such Acquisition have been satisfied (any Acquisition that satisfies the requirements of this clause (f), a “Permitted Acquisition”); (g) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business and Investments (including debt obligations) received by the Borrower and its Subsidiaries in connection with the bankruptcy or reorganization of suppliers and/or customers and in good faith settlement of delinquent obligations of, and other disputes with, customers and/or suppliers arising in the ordinary course of business; (h) Investments under (i) Hedging Agreements entered into in the ordinary course of business to hedge or mitigate risks to which the Borrower or any Subsidiary is exposed in the conduct of its business or the management of its liabilities and (ii) Permitted Bond Hedge Transactions; (i) bona fide loans and advances to employees and officers of the Borrower and its Subsidiaries for the purpose of paying payroll, travel and related expenses and other loans and advances incurred for proper business purposes of the Borrower or such Subsidiary; (j) Investments received by the Borrower and its Subsidiaries in connection with any Disposition permitted by Section 6.04; (k) Investments held by any Person that becomes a Subsidiary after the Effective Date; provided that (i) such Investments exist at the time such Person becomes a Subsidiary and are not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) such Investments shall not be increased after such time unless such increase is permitted by another clause of this Section; (l) other Investments after the Effective Date; provided that (i) at the time of any such Investment and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (ii) after giving effect to such Investment on a Pro Forma Basis, the Total Leverage Ratio is less than or equal to 3.00 to 1.00, in each case, as of the last day of the most recently ended Reference Period; (m) Investments in Unrestricted Subsidiaries having an aggregate amount not to exceed the Available Amount; provided that (i) at the time of any such Investment and immediately after giving effect theretofair market value, no Default or Event of Default shall have occurred and be continuing and (ii) after giving effect to such Investment on a Pro Forma Basis, the Total Leverage Ratio is less than or equal to 3.50 to 1.00, in each case, as of the last day of the most recently ended Reference Period; (n) Investments received in compromise or resolution of litigation, arbitration or taken together with all other disputes; (o) endorsements for collection or deposit in the ordinary course of business; (i) Investments made pursuant to surety bondsthis clause (e), performance bonds, bid bonds, appeal bonds and related letters of credit or similar obligations, in each case, to the extent such surety bonds, performance bonds, bid bonds, substituting appeal bonds, related letters of credit and similar obligations are permitted under this Agreement and (ii) Investments consisting of indemnification obligations in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations or to secure liabilities to insurance carriers under insurance arrangements, or good faith deposits, prepayments or cash payments in connection with bids, tenders, contracts or leases or for payment of rent, in each case entered into in the ordinary course of business; (q) outstanding accounts payable owed to the Creators and Recoupable Payments in the ordinary course; (r) Investments to the extent that the payment for such Investments is made solely with newly issued equity interests of the Borrower the proceeds of which were not included in determining the Available Amount; and (s) in addition to Investments otherwise expressly permitted by this Section 6.06, Investments by the Borrower or any of its Subsidiaries in an aggregate amount (valued at cost on the date such Investment was made) not to exceed $15,000,000 (measured at the time of such Investment) at any time outstanding during the term of this Agreement. For the avoidance of doubt, if any Investment is made in any Subsidiary of the Borrower that at the time of such Investment was not a Loan Party and was incurred pursuant to Section 6.06(c) and such Subsidiary subsequently becomes a Loan Party, such Investment shall at the time that such Subsidiary constitutes a Loan Party be deemed to constitute an incurrence of a new Investment in the amount thereof under Section 6.06(c)(i) and such amount thereof shall be restored to the amounts in Section 6.06(c)(iii).exceed

Investments and Acquisitions. The Borrower No Loan Party will, nor will not, and will not it permit any of its Subsidiaries Subsidiary to, make or suffer to exist any Investment in any Person or purchaseAcquisition, except: (a) Cash and Cash EquivalentsPermitted Investments; (b) Investments (other than Investments permitted under clauses (a) and (c) of this Section) existing on the Effective Date and set forth on Schedule 6.06 and any Investment that replaces, refinances or refunds any Investment made pursuant to this Section 6.06(b); provided that the amount of any such Investment may be increased (x) as required by the terms of such Investment as in existence on the date hereof and described in Schedule 6.04, and any modification, replacement, renewal or (y) as otherwise permitted hereunderextension thereof that does not increase the amount thereof; (c) Investments or Acquisitions by the Company and its Subsidiaries in or of Domestic Loan Parties, provided that (i) the payment of any such Investments that are loans and advances owing by any Loan Party in any other Loan Party; and (ii) Investments by the Borrower or any Subsidiary in to any Subsidiary that is not a Loan Party or owing by any Domestic Loan Party to any Domestic Subsidiary that is not a Loan Party or any Foreign Subsidiary shall be subordinated to the payment of the Secured Obligations on terms and by written agreement satisfactory to the Administrative Agent, and (ii) in any Acquisition involving a Domestic Loan Party; , a Domestic Loan Party shall be the surviving entity, provided that if any such Acquisition involves the Company, the Company shall be the surviving entity; (xd) any Investment made Investments or Acquisitions by any Subsidiary that is not a Loan Party in or of the Company or any other Subsidiaries, provided that (i) the payment of any Investments that are loans and advances by any Subsidiary that is not a Loan Party to a Loan Party or owing by any Domestic Loan Party to any Domestic Subsidiary that is not a Loan Party or any Foreign Subsidiary shall be subordinated to the payment of the Secured Obligations on terms and by written agreement reasonably satisfactory to the Administrative Agent (it being agreed that the terms of the Intercompany Subordination Agreement are satisfactory) and (ii) in any Acquisition involving a Domestic Loan Party, a Domestic Loan Party shall be unsecured the surviving entity, provided that if any such Acquisition involves the Company, the Company shall be the surviving entity; (e) so long as no Default exists or would be caused thereby, the Company and subordinated its Subsidiaries may make other Investments (including in right of payment any Foreign Subsidiary or foreign joint venture) as follows: (i) without limit under this Section 6.04(e) if the pro forma Modified Net Leverage Ratio is less than 2.50:1.0 after giving effect to the Guaranteed Obligations pursuant to such Investment, (ii) in an intercompany note in form and substance acceptable to the Administrative Agent and (y) Investments by Loan Parties in Subsidiaries that are not Loan Parties shall (A) not exceed $60,000,000 in the aggregate amount in any fiscal year of the Company, when added to the Restricted Payments made under Section 6.08(a)(v) in such fiscal year, not to exceed $125,000,000 in such fiscal year if the pro forma Modified Net Leverage Ratio is less than 3.00:1.0 but greater than or equal to 2.50:1.0 after giving effect to such Investment, and (measured iii) in an aggregate amount in any fiscal year of the Company, when added to the Restricted Payments made under Section 6.08(a)(v) in such fiscal year, not to exceed $50,000,000 in such fiscal year if the pro forma Modified Net Leverage Ratio is greater than or equal to 3.00:1.0 after giving effect to such Investment is made(and for purposes of this Section 6.04, the pro forma Modified Net Leverage Ratio shall be on a pro forma basis in accordance with Section 1.05 and, if reasonably requested by the Administrative Agent, supported by a certificate of the Company with such pro forma calculation in form and detail reasonably satisfactory to the Administrative Agent, and the amount of all Investments under this Section 6.04(e) and shall in each case be determined without regard to any write-downs or write-offs); (Bf) be limited notes payable, or stock or other securities or other Investments issued by account debtors to Investments in Foreign Subsidiaries a Loan Party or Subsidiary pursuant to fund operating expenditures thereof that are incurred negotiated agreements with respect to settlement of such account debtor’s Accounts in the ordinary course of business and are business, consistent with past practices; (dg) Indebtedness Investments in the form of Swap Agreements permitted by Section 6.01 6.07; (h) Investments of any Person existing at the time such Person becomes a Subsidiary of the Company or consolidates or merges with the Company or any of its Subsidiaries (including in connection with a Permitted Acquisition), so long as such Investments were not made in contemplation of such Person becoming a Subsidiary or of such merger; (i) Investments received in connection with the disposition of assets permitted by Section 6.05; (j) Investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (k) Permitted Acquisitions and any Investment in any Subsidiaries to the extent required to make such Permitted Acquisition, provided that, if any such Permitted Acquisition does not close and an Investment was made by any Loan Party in any Subsidiary (other than Section 6.01(c))a Domestic Subsidiary that is a Guarantor) to close to such Permitted Acquisition, then such Investment shall be promptly returned to such Loan Party; (el) purchases advances to employees, officers and directors of inventory and other property the Company or any of its Subsidiaries to be sold or used meet expenses incurred by such employees in the ordinary course of business; (f) Acquisitions after the Effective Date by the Borrower or any other Loan Party; provided that (i) if such Acquisition is an acquisition of Capital Stock of a Person, such Acquisition shall not be opposed by the board of directors (or similar governing body) of such Person and shall, to the extent required by the terms hereof, become a Loan Party in accordance with this Agreement, (ii) no Default or Event of Default shall have then occurred and be continuing or would result therefrom, (iii) after giving effect to such Acquisition on a Pro Forma Basis, the Total Leverage Ratio is less than or equal to 3.75 to 1.00, in each case, as of the last day of the most recently ended Reference Period and (iv) prior to the consummation of any such Acquisition, the Administrative Agent shall have received a certificate of a Responsible Officer setting forth the calculations required to determine compliance with clauses (ii) and (iii) above and certifying that the conditions set forth in this clause (f) with respect to such Acquisition have been satisfied (any Acquisition that satisfies the requirements of this clause (f), a “Permitted Acquisition”); (gm) Investments consisting of extensions endorsements of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business and Investments (including debt obligations) received by the Borrower and its Subsidiaries in connection with the bankruptcy or reorganization of suppliers and/or customers and in good faith settlement of delinquent obligations of, and other disputes with, customers and/or suppliers arising in the ordinary course of business; (h) Investments under (i) Hedging Agreements entered into in the ordinary course of business to hedge or mitigate risks to which the Borrower or any Subsidiary is exposed in the conduct of its business or the management of its liabilities and (ii) Permitted Bond Hedge Transactions; (i) bona fide loans and advances to employees and officers of the Borrower and its Subsidiaries for the purpose of paying payroll, travel and related expenses and other loans and advances incurred for proper business purposes of the Borrower or such Subsidiary; (j) Investments received by the Borrower and its Subsidiaries in connection with any Disposition permitted by Section 6.04; (k) Investments held by any Person that becomes a Subsidiary after the Effective Date; provided that (i) such Investments exist at the time such Person becomes a Subsidiary and are not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) such Investments shall not be increased after such time unless such increase is permitted by another clause of this Section; (l) other Investments after the Effective Date; provided that (i) at the time of any such Investment and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (ii) after giving effect to such Investment on a Pro Forma Basis, the Total Leverage Ratio is less than or equal to 3.00 to 1.00, in each case, as of the last day of the most recently ended Reference Period; (m) Investments in an aggregate amount not to exceed the Available Amount; provided that (i) at the time of any such Investment and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (ii) after giving effect to such Investment on a Pro Forma Basis, the Total Leverage Ratio is less than or equal to 3.50 to 1.00, in each case, as of the last day of the most recently ended Reference Period; (n) Investments received in compromise or resolution of litigation, arbitration or other disputes; (o) endorsements instruments for collection or deposit in the ordinary course of business; (in) Investments made pursuant to surety bonds, performance bonds, bid bonds, appeal bonds (including debt obligations and related letters of credit or similar obligations, in each case, to the extent such surety bonds, performance bonds, bid bonds, substituting appeal bonds, related letters of credit and similar obligations are permitted under this Agreement and (iiEquity Interests) Investments consisting of indemnification obligations in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations or to secure liabilities to insurance carriers under insurance arrangements, or good faith deposits, prepayments or cash payments received in connection with bids(1) the bankruptcy or reorganization of any Person and in settlement of obligations of, tendersor disputes with, contracts any Person arising and upon foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment and (2) the non-cash proceeds of any disposition permitted by Section 6.05; (o) advances of payroll payments to employees in the ordinary course of business; (p) Guarantees by the Company or any of its Subsidiaries of leases (other than capitalized leases) or for payment of rentother obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business; (q) outstanding accounts payable owed Investments to the Creators and Recoupable Payments in extent the ordinary courseconsideration paid therefor consists of Equity Interests (other than Disqualified Stock) of the Company; (r) Guarantees permitted under Section 6.01; (s) Investments to the extent that the payment for such Investments is made solely with newly issued equity interests consisting of the Borrower licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons; (t) advances to any supplier consisting of prepayments for raw materials purchased for consumption or processing in the proceeds ordinary course of which were not included in determining business and pursuant to arrangements designed to assure an adequate supply of such raw materials; (u) the Available Amountpurchase of the Owned IRBs; and (sv) in addition to Investments otherwise expressly Restricted Payments permitted by this 6.08, fundamental changes permitted by Section 6.06, Investments 6.03 and dispositions permitted by the Borrower or any of its Subsidiaries in an aggregate amount (valued at cost on the date such Investment was made) not to exceed $15,000,000 (measured at the time of such Investment) at any time outstanding during the term of this Agreement. For the avoidance of doubt, if any Investment is made in any Subsidiary of the Borrower that at the time of such Investment was not a Loan Party and was incurred pursuant to Section 6.06(c) and such Subsidiary subsequently becomes a Loan Party, such Investment shall at the time that such Subsidiary constitutes a Loan Party be deemed to constitute an incurrence of a new Investment in the amount thereof under Section 6.06(c)(i) and such amount thereof shall be restored to the amounts in Section 6.06(c)(iii)6.05.

Investments and Acquisitions. The Borrower will not, and will not permit Make any of its Subsidiaries to, make Investments or suffer to exist any Investment in any Person or purchase, Acquisitions except: (a) Cash and Investments held by any Loan Party in the form of Cash Equivalents; (b) Existing Investments (in Subsidiaries and other than Investments permitted under clauses (a) and (c) of this Section) existing on the Effective Date and set forth on Schedule 6.06 and any Investment that replaces, refinances or refunds any Investment made pursuant to this Section 6.06(b); provided that the amount of any such Investment may be increased (x) as required by the terms of such Investment as in existence on the date hereof or (y) as otherwise permitted hereunderClosing Date and described in Schedule 6.05; (ic) Investments by any Loan Party advances to officers, directors and employees of the Parent and Wholly-Owned Subsidiaries in any other Loan Party; and (ii) Investments by the Borrower or any Subsidiary in any Subsidiary that is an aggregate amount not a Loan Party; provided that (x) any Investment made by any Subsidiary that is not a Loan Party in any Loan Party shall be unsecured and subordinated in right of payment to the Guaranteed Obligations pursuant to an intercompany note in form and substance acceptable to the Administrative Agent and (y) Investments by Loan Parties in Subsidiaries that are not Loan Parties shall (A) not exceed $60,000,000 in the aggregate in 500,000.00 at any fiscal year (measured when such Investment is made) time outstanding, for travel, entertainment, relocation and (B) be limited to Investments in Foreign Subsidiaries to fund operating expenditures thereof that are incurred in the analogous ordinary course of business and are consistent with past practicespurposes; (d) Indebtedness permitted by Section 6.01 (other than Section 6.01(c))Investments of a Loan Party in another Loan Party; (e) purchases of inventory and other property to be sold or used in the ordinary course of business; (f) Acquisitions after the Effective Date by the Borrower or any other Loan Party; provided that (i) if such Acquisition is an acquisition of Capital Stock of a Person, such Acquisition shall not be opposed by the board of directors (or similar governing body) of such Person and shall, to the extent required by the terms hereof, become a Loan Party in accordance with this Agreement, (ii) no Default or Event of Default shall have then occurred and be continuing or would result therefrom, (iii) after giving effect to such Acquisition on a Pro Forma Basis, the Total Leverage Ratio is less than or equal to 3.75 to 1.00, in each case, as of the last day of the most recently ended Reference Period and (iv) prior to the consummation of any such Acquisition, the Administrative Agent shall have received a certificate of a Responsible Officer setting forth the calculations required to determine compliance with clauses (ii) and (iii) above and certifying that the conditions set forth in this clause (f) with respect to such Acquisition have been satisfied (any Acquisition that satisfies the requirements of this clause (f), a “Permitted Acquisition”); (g) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (including debt obligationsf) received Guarantees permitted by the Borrower and its Section 6.02; (g) Investments in newly-formed Subsidiaries in connection with the bankruptcy or reorganization of suppliers and/or customers and in good faith settlement of delinquent obligations of, and other disputes with, customers and/or suppliers arising in the ordinary course of businessthat become Guarantors pursuant to Section 5.10; (h) Investments under (i) Hedging Agreements entered into in the ordinary course of business to hedge or mitigate risks to which the Borrower or any Subsidiary is exposed in the conduct of its business or the management of its liabilities and (ii) Permitted Bond Hedge TransactionsSwap Contracts permitted under Section 6.02(g); (i) bona fide loans and advances to employees and officers of the Borrower and its Subsidiaries for the purpose of paying payroll, travel and related expenses and other loans and advances incurred for proper business purposes of the Borrower or such Subsidiary;Acquisitions so long as: (j) Investments received by the Borrower and its Subsidiaries in connection with any Disposition permitted by Section 6.04; (k) Investments held by any Person that becomes a Subsidiary after the Effective Date; provided that (i) such Investments exist at the time such Person becomes a Subsidiary both before and are not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) such Investments shall not be increased after such time unless such increase is permitted by another clause of this Section; (l) other Investments after the Effective Date; provided that (i) at the time of any such Investment and immediately after giving effect theretoto such acquisition, no Default or Event of Default shall have occurred and be continuing and exists or will exist or would result therefrom; (ii) after giving effect as soon as available, but not less than five Business Days prior to such Investment on a Pro Forma Basisacquisition, the Total Leverage Ratio Parent has provided to the Lenders a copy of the information provided to the board of directors of the Parent or other Loan Party making such acquisition; (iii) the cash consideration paid in connection with such acquisition does not exceed for each consecutive twelve-month period commencing with the date of this Agreement $5,000,000.00 for each such consecutive twelve-month period; (iv) if such acquisition is less than an acquisition of the Capital Stock of a Person, the acquisition is structured so that the acquired Person shall become a Subsidiary of the Parent (and a Guarantor pursuant to the terms of this Agreement); provided, however, that such acquisition is not hostile, and if such acquisition is an acquisition of assets, the acquisition is structured so that a Borrower or equal one of its Subsidiaries shall acquire such assets; (v) no Loan Party shall, as a result of or in connection with any such acquisition, assume or incur any direct or contingent liabilities (whether relating to 3.00 to 1.00environmental, in each casetax, litigation, or other matters) that could reasonably be expected, as of the last day date of such acquisition, to result in the existence or occurrence of a Material Adverse Effect; and (vi) such acquisition is of assets to be used in the Borrowers’ and their Subsidiaries’ business or is of Equity Interests of a Person engaged in business substantially the same as that of the most recently ended Reference Period; (m) Investments in an aggregate amount not to exceed the Available Amount; provided that (i) at the time of any such Investment and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (ii) after giving effect to such Investment on a Pro Forma Basis, the Total Leverage Ratio is less than or equal to 3.50 to 1.00, in each case, as of the last day of the most recently ended Reference Period; (n) Investments received in compromise or resolution of litigation, arbitration or other disputes; (o) endorsements for collection or deposit in the ordinary course of business; (i) Investments made pursuant to surety bonds, performance bonds, bid bonds, appeal bonds and related letters of credit or similar obligations, in each case, to the extent such surety bonds, performance bonds, bid bonds, substituting appeal bonds, related letters of credit and similar obligations are permitted under this Agreement and (ii) Investments consisting of indemnification obligations in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations or to secure liabilities to insurance carriers under insurance arrangements, or good faith deposits, prepayments or cash payments in connection with bids, tenders, contracts or leases or for payment of rentBorrowers, in each case entered into in the ordinary course of business; (q) outstanding accounts payable owed compared to the Creators and Recoupable Payments in the ordinary course; (r) Investments to the extent that the payment for such Investments is made solely with newly issued equity interests business of the Borrower Borrowers as conducted on the proceeds date of which were not included in determining the Available Amountthis Agreement; and (sj) other Investments not exceeding $1,000,000.00 in addition to Investments otherwise expressly permitted by this Section 6.06, Investments by the Borrower or any of its Subsidiaries in an aggregate amount (valued at cost on the date such Investment was made) not to exceed $15,000,000 (measured at the time of such Investment) at any time outstanding during the term of this Agreement. For the avoidance of doubt, if any Investment is made in any Subsidiary fiscal year of the Borrower that at the time of such Investment was not a Loan Party and was incurred pursuant to Section 6.06(c) and such Subsidiary subsequently becomes a Loan Party, such Investment shall at the time that such Subsidiary constitutes a Loan Party be deemed to constitute an incurrence of a new Investment in the amount thereof under Section 6.06(c)(i) and such amount thereof shall be restored to the amounts in Section 6.06(c)(iii)Parent.

Investments and Acquisitions. The Borrower Company will not, and will not permit any of its Subsidiaries to, make or suffer to exist any Investment in any Person or purchasepurchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit, except: (a) Cash and Cash Equivalents; (b) Investments (other than Investments permitted under clauses (a) and (c) of this Section) existing on the Effective Date date hereof and set forth on Schedule 6.06 and any Investment that replaces, refinances or refunds any Investment made pursuant to this Section 6.06(b); provided that the amount of any such Investment may be increased (x) as required by the terms of such Investment as in existence on the date hereof or (y) as otherwise permitted hereunder7.06; (i) Investments by any Loan Party in any other Loan Party; and (ii) Investments by the Borrower Company or any Subsidiary in any Subsidiary that is not a Loan PartyParty (other than 1-800-Flowers Virginia, Inc., 1-800-Flowers Virginia I, LLC and 1-800-Flowers Group, Inc.); provided that (x) any Investment made the aggregate amount of Investments by the Loan Parties in any Subsidiary that is not a Loan Party in (other than 1-800-Flowers Virginia, Inc., 1-800-Flowers Virginia I, LLC and 1-800-Flowers Group, Inc.) after the date hereof, together with the aggregate principal amount of Indebtedness owing by any Loan Party to such Subsidiaries incurred under Section 7.01(c)(iii) after the date hereof, shall be unsecured and subordinated in right of payment to the Guaranteed Obligations pursuant to an intercompany note in form and substance acceptable to the Administrative Agent and (y) Investments by Loan Parties in Subsidiaries that are not Loan Parties shall (A) not exceed $60,000,000 in the aggregate in any fiscal year (measured when such Investment is made) and (B) be limited to Investments in Foreign Subsidiaries to fund operating expenditures thereof that are incurred in the ordinary course of business and are consistent with past practices5,000,000; (d) Indebtedness permitted by Section 6.01 (other than Section 6.01(c))7.01; (e) purchases of inventory and other property to be sold or used in the ordinary course of business; (f) Acquisitions after the Effective Date date hereof by the Borrower Company or any other Loan Party; provided that (i) the aggregate consideration (including assumed Indebtedness, but excluding consideration in the form of Capital Stock of the Company) for all such Acquisitions shall not exceed $35,000,000, (ii) if such Acquisition is an acquisition of Capital Stock of a Person, such Acquisition shall not be opposed by the board of directors (or similar governing body) of such Person and shall, to the extent required by the terms hereof, become a Loan Party in accordance with this AgreementPerson, (iiiii) no Default or Event of Default shall have then occurred and be continuing or would result therefrom, (iiiiv) after giving effect to such Acquisition on a Pro Forma Basispro forma basis as if such Acquisition had occurred on the first day of the most recent period of four consecutive fiscal quarters, the Total Company is in compliance with the Consolidated Leverage Ratio is less than or equal to 3.75 to 1.00, in each case, as of on the last day of the most recently ended Reference Period such period; and (ivv) prior to the consummation of any such Acquisition, the Administrative Agent shall have received a certificate of a Responsible Officer setting forth the calculations required to determine compliance with clauses clause (ii) and (iiiiv) above and certifying that the conditions set forth in this clause (f) with respect to such Acquisition have been satisfied (any Acquisition that satisfies the requirements of this clause (f), a “Permitted Acquisition”);satisfied. (g) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business and Investments (including debt obligations) received by the Borrower Company and its Subsidiaries in connection with the bankruptcy or reorganization of suppliers and/or customers and in good faith settlement of delinquent obligations of, and other disputes with, customers and/or suppliers arising in the ordinary course of business; (h) Investments under (i) Hedging Swap Agreements entered into in the ordinary course of business to hedge or mitigate risks to which the Borrower or any Subsidiary is exposed in the conduct of its business or the management of its liabilities and (ii) Permitted Bond Hedge Transactionspermitted by Section 7.10; (i) bona fide loans and advances to employees and officers of the Borrower Company and its Subsidiaries for the purpose of paying payroll, travel and related expenses and other loans and advances incurred for proper business purposes of the Borrower Company or such Subsidiary; (j) Investments received by the Borrower Company and its Subsidiaries in connection with any Disposition permitted by Section 6.047.04; (k) Investments held by any Person that becomes a Subsidiary after the Effective Datedate hereof; provided that (i) such Investments exist at the time such Person becomes a Subsidiary and are not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) such Investments shall not be increased after such time unless such increase is permitted by another clause of this Section; (l) other Investments after the Effective Date[reserved]; provided that (i) at the time of any such Investment and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (ii) after giving effect to such Investment on a Pro Forma Basis, the Total Leverage Ratio is less than or equal to 3.00 to 1.00, in each case, as of the last day of the most recently ended Reference Period;and (m) other Investments in an aggregate amount not to exceed the Available Amount; provided that (i) at the time of any such Investment and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (ii) after giving effect to such Investment on a Pro Forma Basis, the Total Leverage Ratio is less than or equal to 3.50 to 1.00, in each case, as of the last day of the most recently ended Reference Period; (n) Investments received in compromise or resolution of litigation, arbitration or other disputes; (o) endorsements for collection or deposit in the ordinary course of business; (i) Investments made pursuant to surety bonds, performance bonds, bid bonds, appeal bonds and related letters of credit or similar obligations, in each case, to the extent such surety bonds, performance bonds, bid bonds, substituting appeal bonds, related letters of credit and similar obligations are permitted under this Agreement and (ii) Investments consisting of indemnification obligations in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations or to secure liabilities to insurance carriers under insurance arrangements, or good faith deposits, prepayments or cash payments in connection with bids, tenders, contracts or leases or for payment of rent, in each case entered into in the ordinary course of business; (q) outstanding accounts payable owed to the Creators and Recoupable Payments in the ordinary course; (r) Investments to the extent that the payment for such Investments is made solely with newly issued equity interests of the Borrower the proceeds of which were not included in determining the Available Amount; and (s) in addition to Investments otherwise expressly permitted by this Section 6.06, Investments by the Borrower or any of its Subsidiaries in an aggregate amount (valued at cost on the date such Investment was madecost) not to exceed exceeding $15,000,000 (measured at the time of such Investment) at any time outstanding during the term of this Agreement. For the avoidance of doubt, if any Investment is made in any Subsidiary of the Borrower that at the time of such Investment was not a Loan Party and was incurred pursuant to Section 6.06(c) and such Subsidiary subsequently becomes a Loan Party, such Investment shall at the time that such Subsidiary constitutes a Loan Party be deemed to constitute an incurrence of a new Investment in the amount thereof under Section 6.06(c)(i) and such amount thereof shall be restored to the amounts in Section 6.06(c)(iii)10,000,000.