Common use of Investments; Controlled Investments Clause in Contracts

Investments; Controlled Investments. (a) Except for Permitted Investments, directly or indirectly, make or acquire any Investment or incur any liabilities (including contingent obligations) for or in connection with any Investment. (b) Other than (i) an aggregate amount of not more than $250,000 at any one time, in the case of Parent and its Subsidiaries (other than those Subsidiaries that are Foreign Subsidiaries), (ii) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for Parent’s or its Subsidiaries’ employees, (iii) an aggregate amount of not more than $300,000 (calculated at current exchange rates) at any one time, in the case of Subsidiaries of Parent that are Foreign Subsidiaries, (iv) amounts deposited into the HSBC Cash Collateral Account, and (v) amounts deposited into escrow accounts solely to the extent required to be deposited and segregated therein (A) pursuant to any Environmental Law or Environmental Action in order to satisfy obligations of the Loan Parties with respect thereto, (B) to secure Parent’s and its Subsidiaries’ obligations in connection with the making or entering into of Real Property leases in the ordinary course of business, and (C) as a good faith or similar deposit in connection with any Acquisition that, at the time of making such deposit, is reasonably expected to constitute a Permitted Acquisition upon the closing of such Acquisition, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Parent or its Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Agent governing such Permitted Investments in order to perfect (and further establish) Agent’s Liens in such Permitted Investments. Except as provided in this Section 6.11(b), Parent shall not and shall not permit its Subsidiaries to establish or maintain any Deposit Account or Securities Account unless Agent shall have received a Control Agreement in respect of such Deposit Account or Securities Account.

Investments; Controlled Investments. (a) Except for Permitted InvestmentsBorrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, make or acquire any Investment or incur any liabilities (including contingent obligations) for or in connection with any InvestmentInvestment except for Permitted Investments. (b) Other than (i) with respect to Deposit Accounts located in the United States, an aggregate amount of not more than $250,000 500,000 at any one time, in the case of Parent Borrower and its Subsidiaries (the other than those Subsidiaries that are Foreign Subsidiaries)Loan Parties, (ii) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for Parent’s Borrower's or its Subsidiaries’ ' employees, (iii) amounts deposited in a Deposit Account maintained at Silicon Valley Bank for the sole purpose of cash collateralizing letters of credit issued by Silicon Valley Bank in favor of Borrower or any other Loan Party up to an aggregate amount, as of any date of determination, not to exceed the aggregate undrawn amount of all such outstanding letters of credit as of such date of determination, and (iv) with respect to Deposit Accounts located outside the United States, an aggregate amount of not more than $300,000 (calculated at current exchange rates) 15,000,000 at any one time, in the case of Subsidiaries of Parent that are Foreign Subsidiaries, (iv) amounts deposited into Borrower and the HSBC Cash Collateral Account, and (v) amounts deposited into escrow accounts solely to the extent required to be deposited and segregated therein (A) pursuant to any Environmental Law or Environmental Action in order to satisfy obligations of the other Loan Parties with respect thereto, (B) to secure Parent’s and its Subsidiaries’ obligations in connection with the making or entering into of Real Property leases in the ordinary course of business, and (C) as a good faith or similar deposit in connection with any Acquisition that, at the time of making such deposit, is reasonably expected to constitute a Permitted Acquisition upon the closing of such AcquisitionParties, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Parent Borrower or its Subsidiarysuch other Loan Party, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Agent governing such Permitted Investments in order to perfect (and further establish) Agent’s 's Liens in such Permitted Investments. Except as provided in this Section 6.11(bclauses (i), Parent (ii), (iii) and (iv) of the foregoing sentence, Borrower shall not and shall not permit its Subsidiaries any other Loan Party to establish or maintain any Deposit Account or Securities Account unless Agent shall have received a Control Agreement in respect of such Deposit Account or Securities Account, with each such Control Agreement providing, among other things, that the applicable depository bank will, upon receipt from Agent of a "Notice of Exclusive Control" or equivalent notice in such Control Agreement, forward, by daily sweep, all amounts in such Deposit Account or Securities Account to Agent’s Account. Agent hereby agrees that it will not issue such a "Notice of Exclusive Control" or equivalent notice to the applicable depository bank unless (x) an Event of Default has occurred and is continuing or (y) Average Liquidity, for any 30 day period, measured as of the end of any such period, is less than (I) $20,000,000, during the period commencing on the Closing Date and ending on September 30, 2012, or (II) $25,000,000, during the period from and after October 1, 2012.

Investments; Controlled Investments. (a) Except for Permitted Investments, directly or indirectly, make or acquire any Investment or incur any liabilities (including contingent obligations) for or in connection with any Investment. (b) Other than Establish or maintain any Deposit Account in to which proceeds of Borrower’s Accounts that constitute so-called “corporate receivables”, so-called “general traffic receivables”, so-called “service sales receivables” or so-called “travel agent receivables” or Interline Receivables or Mileage Plan Receivables are deposited (ior are expected to be deposited) an aggregate amount of not more than $250,000 at any one time(excluding, in the case of Parent and its Subsidiaries (other than those Subsidiaries that are Foreign Subsidiaries)each case, (iiany Excluded Accounts) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for Parent’s or its Subsidiaries’ employees, (iii) an aggregate amount of not more than $300,000 (calculated at current exchange rates) at any one time, in the case of Subsidiaries of Parent that are Foreign Subsidiaries, (iv) amounts deposited into the HSBC Cash Collateral Account, and (v) amounts deposited into escrow accounts solely to the extent required to be deposited and segregated therein (A) pursuant to any Environmental Law or Environmental Action in order to satisfy obligations of the Loan Parties with respect thereto, (B) to secure Parent’s and its Subsidiaries’ obligations in connection with the making or entering into of Real Property leases in the ordinary course of business, and (C) as a good faith or similar deposit in connection with any Acquisition that, at the time of making such deposit, is reasonably expected to constitute a Permitted Acquisition upon the closing of such Acquisition, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Parent or its Subsidiary, as applicable, Borrower and the applicable bank or securities intermediary have entered into a Control Agreements Agreement with Agent governing such Permitted Investments Deposit Account in order to perfect (and further establish) Agent’s Liens in such Permitted Investments. Except as provided in this Section 6.11(b), Parent shall not and shall not permit its Subsidiaries to establish Deposit Accounts. (c) Establish or maintain any Deposit Account in to which proceeds of Borrower’s Accounts that constitute so-called “corporate receivables”, so-called “general traffic receivables”, so-called “service sales receivables” or so-called “travel agent receivables” or Interline Receivables or Mileage Plan Receivables are deposited (or are expected to be deposited) (excluding, in each case, any Excluded Accounts) other than the Deposit Accounts that are identified on Schedule 4.15. (d) Establish or maintain any Securities Account unless Agent shall have received a Control Agreement in respect to which proceeds of such Deposit Account Borrower’s Accounts that constitute so-called “corporate receivables”, so-called “general traffic receivables”, so-called “service sales receivables” or Securities Accountso-called “travel agent receivables” or Interline Receivables or Mileage Plan Receivables are deposited (or are expected to be deposited) (excluding, in each case, any Excluded Accounts).

Investments; Controlled Investments. (a) Except for Permitted Investments, directly or indirectly, make or acquire any Investment or incur any liabilities (including contingent obligations) for or in connection with any Investment. (b) Other than (i) an aggregate amount of not more than to exceed $250,000 2,000,000 at any one timetime in cash, Cash Equivalents, Deposit Accounts, and Securities Accounts, in each case, located in the case of Parent and its Subsidiaries (other than those Subsidiaries that are Foreign Subsidiaries)United States, (ii) an aggregate amount not to exceed, when taken together with any amount located in the United States and not subject to a Control Agreement in reliance on Section 6.11(b)(i) above, $5,000,000 (calculated at current exchange rates) at any one time in cash, Cash Equivalents, Deposit Accounts, and Securities Accounts, in each case, not located in the United States, and (iii) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for Parent’s 's or its Subsidiaries’ ' employees, (iii) an aggregate amount of not more than $300,000 (calculated at current exchange rates) at any one time, in the case of Subsidiaries of Parent that are Foreign Subsidiaries, (iv) amounts deposited into the HSBC Cash Collateral Account, and (v) amounts deposited into escrow accounts solely to the extent required to be deposited and segregated therein (A) pursuant to any Environmental Law or Environmental Action in order to satisfy obligations of the Loan Parties with respect thereto, (B) to secure Parent’s and its Subsidiaries’ obligations in connection with the making or entering into of Real Property leases in the ordinary course of business, and (C) as a good faith or similar deposit in connection with any Acquisition that, at the time of making such deposit, is reasonably expected to constitute a Permitted Acquisition upon the closing of such Acquisition, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Parent or its Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Agent governing such Permitted Investments in order to perfect (and further establish) Agent’s 's Liens in such Permitted Investments; provided that none of Parent or any of its Subsidiaries shall have Permitted Investments in Deposit Accounts or Securities Accounts at Xxxxxx Xxxxxxx DWC Inc. or any of its Affiliates unless Parent or such Subsidiary, as applicable, and the applicable securities intermediary or bank have entered into Control Agreements governing such Permitted Investments in order to perfect (and further establish) the Agent's Liens in such Permitted Investments. Except Subject to the foregoing proviso and except as provided in this Section 6.11(b6.11(b)(i) and (ii), Parent shall not and shall not permit its Subsidiaries to establish or maintain any Deposit Account or Securities Account unless Agent shall have received a Control Agreement in respect of such Deposit Account or Securities Account.. The foregoing provisions of this Section 6.11 to the contrary notwithstanding, if, in connection with a Permitted Redemption by Parent or payment of interest or cash upon conversion otherwise permitted under this Agreement, Parent has a contractual obligation to irrevocably deposit funds for such Permitted Redemption or payment with the indenture trustee (as defined in the TIA) with respect to the Indebtedness that is the subject of such Permitted Redemption or payment, then (1) no Control Agreement shall be required with respect to such funds that are deposited with the indenture trustee pursuant to such requirement and (2) so long as (y) the amount deposited with the indenture trustee pursuant to such contractual obligation does not exceed the amount required to be so deposited and

Investments; Controlled Investments. (a) Except for Permitted Investments, directly or indirectly, make or acquire any Investment or incur any liabilities (including contingent obligations) for or in connection with any Investment. (b) Other than (i) an aggregate amount of not more than $250,000 at 500,000 for any one timeovernight balances, in the case of Parent a Borrower and its Subsidiaries (other than those Subsidiaries that are Foreign Domestic Subsidiaries), (ii) amounts deposited into Deposit Accounts specially and exclusively used for (x) payroll, payroll taxes and other employee wage and benefit payments to or for Parentsuch Borrower’s or its Domestic Subsidiaries’ employeesemployees or (y) disbursements other than the master disbursement account identified on Schedule 9 to the Guaranty and Security Agreement (to the extent such other disbursement accounts are linked to a master disbursement account (subject to a Control Agreement) as zero balance accounts), and (iii) an aggregate amount of not more than $300,000 (calculated at current exchange rates) 750,000 at any one time, time in the case of Subsidiaries of Parent that are Foreign Subsidiaries, (iv) amounts deposited into the HSBC Cash Collateral Account, and (v) amounts deposited into escrow accounts solely to the extent required to be deposited and segregated therein (A) pursuant to any Environmental Law or Environmental Action in order to satisfy obligations of the Loan Parties with respect thereto, (B) to secure ParentARC Digital Canada’s and its Subsidiaries’ obligations in connection with the making or entering into of Real Property leases in the ordinary course of business, and (C) as a good faith or similar deposit in connection with any Acquisition that, Deposit Account located at the time of making such deposit, is reasonably expected to constitute a Permitted Acquisition upon the closing of such AcquisitionTD Canada Trust, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Parent such Borrower or its Domestic Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Agent the applicable Agent(s) governing such Permitted Investments in order to perfect (and further establish) such Agent’s Liens in such Permitted Investments. Except as provided in this Section 6.11(b6.11(b)(i), Parent (ii) and (iii), no Borrower shall, nor shall not and shall not it permit its Domestic Subsidiaries to establish or maintain any Deposit Account or Securities Account unless Agent the applicable Agent(s) shall have received a Control Agreement in respect of such Deposit Account or Securities AccountAccount (or, with respect to newly opened Deposit or Securities Accounts opened for the sole purpose of effectuating a repurchase of Equity Interests of Borrower permitted hereunder and containing less than $2,000,000, within ten (10) Business Days after the opening thereof).

Investments; Controlled Investments. 2338 (a) Except for Permitted Investments, directly Directly or indirectly, make or acquire any Investment Investment, except for (i) Permitted Investments and (ii) so long as no Event of Default shall exist at the time or incur any liabilities immediately following such Investment, cash Investments by the Borrower in Holdings with the proceeds of the Loans (including contingent obligationsas defined in the Solus Credit Agreement as in effect on the Second Amendment Effective Date) solely for the purpose of, within 120 days of the Second Amendment Effective Date, purchasing, repurchasing, retiring or canceling the PIK Notes and to pay related fees and expenses and (iii) so long as no Event of Default shall exist at the time or immediately following such purchase, purchases by the Borrower of the PIK Notes, solely with the proceeds of the Loans (as defined in connection with any Investmentthe Solus Credit Agreement as in effect on the Second Amendment Effective Date), within 120 days of the Second Amendment Effective Date, and to pay related fees and expenses. (b) Other than (i) an aggregate amount of not more than $250,000 at any one time, in the case of Parent Borrower and its Subsidiaries (the other than those Subsidiaries that are Foreign Subsidiaries)Loan Parties, (ii) amounts deposited into Excluded Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for Parent’s or its Subsidiaries’ employeesAccounts, (iii) an aggregate amount amounts on deposit securing any Liens permitted under clauses (e), (p), (s), (t) and (u) of not more than $300,000 (calculated at current exchange rates) at any one timethe definition of Permitted Liens, in the case of Subsidiaries of Parent that are Foreign Subsidiaries, and (iv) amounts deposited into the HSBC Cash Collateral Accountcontrolled disbursement accounts that do not maintain cash balances, zero balance accounts and (v) amounts deposited into escrow local terminal accounts solely to the extent required to be deposited and segregated therein (A) pursuant to any Environmental Law or Environmental Action in order to satisfy obligations of the Loan Parties with respect thereto, (B) to secure Parent’s and its Subsidiaries’ obligations in connection with the making or entering into of Real Property leases in the ordinary course of business, and (C) as a good faith or similar deposit in connection with any Acquisition that, at the time of making such deposit, is reasonably expected to constitute a Permitted Acquisition upon the closing of such Acquisitionwhich do not receive deposits, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts Accounts, in each case, of the Loan Parties, unless Parent Borrower or its Subsidiary, as applicable, the applicable Loan Party and the applicable bank or securities intermediary have entered into Control Agreements with Agent governing such Permitted Investments in order to perfect (and further establish) Agent’s Liens in such Permitted Investments. Except as otherwise provided in this Section 6.11(b), Parent neither Borrower nor the other Loan Parties shall not and shall not permit its Subsidiaries to establish or maintain any Deposit Account or Securities Account unless Agent shall have received a Control Agreement in respect of such Deposit Account or Securities Account. Notwithstanding the foregoing or anything else herein to the contrary, in no event shall PIK Notes, Notes or Additionalthe Notes, directly or indirectly, be prepaid, redeemed, defeased, purchased, repurchased or otherwise acquired by the Borrower or any of its Subsidiaries other than pursuant to clauseclauses (l) or (n) of the definition of “Permitted Investments”, Section 6.7(a)(i), Section 6.9 (j) or (k), Section 6.11(a)(ii) and/or Section 6.11(a)(iii).

Investments; Controlled Investments. (a) Except for Permitted Investments, directly or indirectly, make or acquire any Investment or incur any liabilities (including contingent obligations) for or in connection with any Investment. (b) Other than (i) an aggregate amount of not more than $250,000 at any one time, in the case of Parent the Loan Parties and its their Subsidiaries (other than those Subsidiaries that are CFCs or CFC Holding Companies, and other than Foreign SubsidiariesAccounts), (ii) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for Parent’s Loan Parties’ or its their Subsidiaries’ employees, and (iii) an aggregate amount of not more than $300,000 70,000,000 (calculated at current exchange ratesrates in effect on any date of determination) at any one time, in the case of Subsidiaries of Parent that are Foreign Subsidiaries, (iv) amounts deposited into the HSBC Cash Collateral Account, and (v) amounts deposited into escrow accounts solely to the extent required to be deposited and segregated therein (A) pursuant to any Environmental Law or Environmental Action in order to satisfy obligations of the Loan Parties with respect thereto, (B) to secure Parent’s and its Subsidiaries’ obligations in connection with the making that are CFCs or entering into of Real Property leases CFC Holding Companies or in the ordinary course case of businessForeign Account, and (C) as a good faith or similar deposit in connection with no Loan Party nor any Acquisition that, at the time of making such deposit, is reasonably expected to constitute a Permitted Acquisition upon the closing of such Acquisition, its Subsidiaries shall make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, Equivalents or other amounts credited to Deposit Accounts or Securities Accounts unless Parent the applicable Loan Party or its Subsidiary, as applicable, the applicable Subsidiary of a Loan Party and the applicable bank or securities intermediary have entered into Control Agreements with Agent governing such Investments; provided that the foregoing restriction shall not be applicable to Subsidiaries of the Loan Parties that are CFCs or CFC Holding Companies or with respect to Foreign Accounts so long as Borrower and its Subsidiaries have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 (of which at least $15,000,000 shall be in the form of Availability); provided further that, if, as of any date of determination, (i) Permitted Investments in order Deposit Accounts and Securities Accounts of CFCs, CFC Holding Companies and Foreign Accounts that are not subject to perfect Control Agreements in favor of Agent are in excess of $70,000,000 (calculated at exchange rates in effect on any date of determination), and further establish(ii) Agent’s Liens Borrower and its Subsidiaries have Availability plus Qualified Cash of less than $25,000,000 (of which at least $15,000,000 shall be in the form of Availability), and if such Permitted Investments. Except as provided Investments in this Section 6.11(b), Parent shall not and shall not permit its Subsidiaries to establish or maintain any excess of $70,000,000 are deposited in a Deposit Account or Securities Account unless Agent shall have received subject to a Control Agreement in respect favor of Agent within 30 days of such Deposit Account or Securities Accountdate, Borrower and its Subsidiaries shall be deemed to be in compliance with the foregoing Section 6.11(b).

Investments; Controlled Investments. (a) Except for Permitted Investments, directly Directly or indirectly, make or acquire any Investment Investment, except for (i) Permitted Investments and (ii) so long as no Event of Default shall exist at the time or incur any liabilities immediately following such Investment, cash Investments by the Borrower in Holdings with the proceeds of the Loans (including contingent obligationsas defined in the Solus Credit Agreement as in effect on the Second Amendment Effective Date) solely for the purpose of, within 120 days of the Second Amendment Effective Date, purchasing, repurchasing, retiring or canceling the PIK Notes and to pay related fees and expenses and (iii) so long as no Event of Default shall exist at the time or immediately following such purchase, purchases by the Borrower of the PIK Notes, solely with the proceeds of the Loans (as defined in connection with any Investment. (b) the Solus Credit Agreement as in effect on the Second Amendment Effective Date), within 120 days of the Second Amendment Effective Date, and to pay related fees and expenses. Other than (i) an aggregate amount of not more than $250,000 at any one time, in the case of Parent Borrower and its Subsidiaries (the other than those Subsidiaries that are Foreign Subsidiaries)Loan Parties, (ii) amounts deposited into Excluded Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for Parent’s or its Subsidiaries’ employeesAccounts, (iii) an aggregate amount amounts on deposit securing any Liens permitted under clauses (e), (p), (s), (t) and (u) of not more than $300,000 (calculated at current exchange rates) at any one timethe definition of Permitted Liens, in the case of Subsidiaries of Parent that are Foreign Subsidiaries, and (iv) amounts deposited into the HSBC Cash Collateral Accountcontrolled disbursement accounts that do not maintain cash balances, zero balance accounts and (v) amounts deposited into escrow local terminal accounts solely to the extent required to be deposited and segregated therein (A) pursuant to any Environmental Law or Environmental Action in order to satisfy obligations of the Loan Parties with respect thereto, (B) to secure Parent’s and its Subsidiaries’ obligations in connection with the making or entering into of Real Property leases in the ordinary course of business, and (C) as a good faith or similar deposit in connection with any Acquisition that, at the time of making such deposit, is reasonably expected to constitute a Permitted Acquisition upon the closing of such Acquisitionwhich do not receive deposits, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts Accounts, in each case, of the Loan Parties, unless Parent Borrower or its Subsidiary, as applicable, the applicable Loan Party and the applicable bank or securities intermediary have entered into Control Agreements with Agent governing such Permitted Investments in order to perfect (and further establish) Agent’s Liens in such Permitted Investments. Except as otherwise provided in this Section 6.11(b), Parent neither Borrower nor the other Loan Parties shall not and shall not permit its Subsidiaries to establish or maintain any Deposit Account or Securities Account unless Agent shall have received a Control Agreement in respect of such Deposit Account or Securities Account. 2338 0000000.081077953.04A-CHISR02A - MSW Notwithstanding the foregoing or anything else herein to the contrary, in no event shall PIK Notes, Notes or Additionalthe Notes, directly or indirectly, be prepaid, redeemed, defeased, purchased, repurchased or otherwise acquired by the Borrower or any of its Subsidiaries other than pursuant to clauseclauses (l) or (n) of the definition of “Permitted Investments”, Section 6.7(a)(i), Section 6.9 (j) or (k), Section 6.11(a)(ii) and/or Section 6.11(a)(iii).

Investments; Controlled Investments. (a) Except for Permitted Investments, directly or indirectly, make or acquire any Investment or incur any liabilities (including contingent obligations) for or in connection with any Investment. (b) Other than (i) at any one time (x) an aggregate amount of not more than $250,000 at 1,000,000 for any one timeindividual account and (y) $1,000,000 in the aggregate for all such accounts, in the case of Parent Loan Parties and its their Subsidiaries (other than those Subsidiaries of Parent that are Foreign CFCs or Excluded Subsidiaries), (ii) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for Parent’s or its Subsidiaries’ employees, and (iii) at any one time (x) an aggregate amount of not more than $300,000 1,000,000 for any individual account and (calculated at current exchange ratesy) at any one time$1,000,000 in the aggregate for all such accounts, in the case of those Subsidiaries of Parent that are Foreign CFCs or Excluded Subsidiaries, (iv) amounts deposited into the HSBC Cash Collateral Account, and (v) amounts deposited into escrow accounts solely to the extent required to be deposited and segregated therein (A) pursuant to any Environmental Law or Environmental Action in order to satisfy obligations of the Loan Parties with respect thereto, (B) to secure Parent’s and its Subsidiaries’ obligations in connection with the making or entering into of Real Property leases in the ordinary course of business, and (C) as a good faith or similar deposit in connection with any Acquisition that, at the time of making such deposit, is reasonably expected to constitute a Permitted Acquisition upon the closing of such Acquisition, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless the Parent, applicable Loan Party or the applicable Subsidiary of the Parent or its Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Agent governing such Permitted Investments in order to perfect (and further establish) Agent’s Liens in such Permitted Investments. Except as provided in this Section 6.11(b) (i), (ii) and (iii), none of Parent shall not and shall not permit nor any of its Subsidiaries to shall establish or maintain any Deposit Account or Securities Account unless Agent shall have received a Control Agreement in respect of such Deposit Account or Securities Account. Notwithstanding the foregoing, (i) there shall be no restrictions on the making of any Investment (other than any Acquisition) if, after giving effect to any such Investment, the Specified Covenant Compliance Test will be satisfied, and (ii) there shall be no restriction on the ability of a Loan Party to make Investments in another Loan Party (other than the Parent).

Investments; Controlled Investments. (a) Except for Permitted Investments, directly or indirectly, make or acquire any Investment or incur any liabilities (including contingent obligations) for or in connection with any Investment. (b) Other than (i) an aggregate amount of not more than $250,000 1,500,000 at any one time, in the case of Parent and its Subsidiaries (other than those Subsidiaries that are Foreign Subsidiaries), (ii) amounts deposited into Deposit Accounts specially to serve as collateral for Indebtedness owed with respect to Permitted Letters of Credit, and (iii) amounts deposited into Deposit Accounts specifically and exclusively used for payroll, payroll taxes and taxes, other employee wage and benefit payments to or for Parent’s or its SubsidiariesBorrowers’ employees, (iii) an aggregate amount of not more than $300,000 (calculated at current exchange rates) at any one time, in the case of Subsidiaries of Parent or Title IV Program funds that are Foreign Subsidiaries, (iv) amounts deposited into the HSBC Cash Collateral Account, and (v) amounts deposited into escrow accounts solely to the extent required to be deposited and segregated therein (A) pursuant to any Environmental Law or Environmental Action in order to satisfy obligations of the Loan Parties with respect thereto, (B) to secure Parent’s and its Subsidiaries’ obligations in connection with the making or entering into of Real Property leases in the ordinary course of business, and (C) as a good faith or similar deposit in connection with any Acquisition that, at the time of making such deposit, is reasonably expected to constitute a Permitted Acquisition upon the closing of such Acquisitiontrust funds, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Parent or its Subsidiary, as applicable, the applicable Borrower and the applicable bank or securities intermediary have entered into Control Agreements with the Tranche A Collateral Agent governing such Permitted Investments in order to perfect (and further establish) the Tranche A Collateral Agent’s Liens in such Permitted Investments. Except as provided in this . (c) Without limitation of the provisions of Section 6.11(b), Parent shall not and shall not permit its Subsidiaries to open or establish or maintain any new Deposit Account or Securities Account unless (i) Borrowers have provided Administrative Agent shall have received a Control Agreement in respect at least 5 Business Days notice thereof (including the name of the applicable bank or securities intermediary with which such Deposit Account or Securities Account is to be opened or established and the purpose of such Deposit Account or Securities Account), and (ii) the applicable Borrower and the applicable bank or securities intermediary have entered into a Control Agreement with the Tranche A Collateral Agent governing such Deposit Account or Securities Account in order to perfect (and further establish) the Tranche A Collateral Agent’s Liens in such Deposit Account or Securities Account (except to the extent such Control Agreement is not required under Section 6.11(b)).

Investments; Controlled Investments. (a) Except for Permitted Investments, directly or indirectly, make or acquire any Investment or incur any liabilities (including contingent obligations) for or in connection with any Investment. (b) Other than (i) an aggregate amount of not more than $250,000 1,000,000 at any one time, in the case of Parent Parent, Borrower and its their respective Subsidiaries (other than those Subsidiaries that are Foreign Subsidiaries), (ii) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for Parent’s, Borrower’s or its their respective Subsidiaries’ employees, and (iii) an aggregate amount of not more than $300,000 40,000,000 (calculated at current exchange ratesexcluding Investments by Loan Parties to fund Permitted Acquisitions so long as the proceeds of each such Investment are either (A) used to consummate a Permitted Acquisition or (B) returned to the applicable Loan Party within 10 Business Days of any such Investment) at any one time, in the case of Subsidiaries of Parent that are Foreign Subsidiaries, (iv) amounts deposited into the HSBC Cash Collateral Account, and (v) amounts deposited into escrow accounts solely to the extent required to be deposited and segregated therein (A) pursuant to any Environmental Law or Environmental Action in order to satisfy obligations of the Loan Parties with respect thereto, (B) to secure Parent’s and its Subsidiaries’ obligations in connection with the making or entering into of Real Property leases in the ordinary course of business, and (C) as a good faith or similar deposit in connection with any Acquisition that, at the time of making such deposit, is reasonably expected to constitute a Permitted Acquisition upon the closing of such Acquisition, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Parent Parent, Borrower or its the applicable Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Agent governing such Permitted Investments in order to perfect (and further establish) Agent’s Liens in such Permitted Investments. Except as provided in this Section 6.11(b6.11(b)(i), (ii), and (iii), each of Parent and Borrower shall not and shall not permit its Subsidiaries to establish or maintain any Deposit Account or Securities Account unless Agent shall have received a Control Agreement in respect of such Deposit Account or Securities Account.