Common use of Investments; Joint Ventures Clause in Contracts

Investments; Joint Ventures. Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower and its Subsidiaries may (a) make and own Investments in any Loan Party, and (b) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000; (iii) Borrower and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv); (iv) Borrower and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (v) Borrower and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date and described in Schedule 7.3 annexed hereto; (vi) Borrower and its Subsidiaries may make and own Investments in shares of capital stock, evidence of Indebtedness or other security acquired in consideration for or as evidence of past-due or restructured Accounts in an aggregate face amount of such Accounts at any time not to exceed $500,000; (vii) Borrower and its Subsidiaries may make and own Investments in non-cash consideration received in connection with any Asset Sale otherwise permitted hereby; (viii) Borrower and its Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organization; (ix) Borrower and its Subsidiaries may make and own Investments in loans and advances (a) to their respective employees for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $250,000 in the aggregate at any time outstanding, or (b) to their respective employees and to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstanding; (x) Borrower and its Subsidiaries may make acquisitions permitted pursuant to subsection 7.7; and (xi) Borrower and its Subsidiaries may sell inventory on credit in the ordinary course of business.

Investments; Joint Ventures. Borrower Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower Company and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower Company and its Subsidiaries may (a) make and own Investments in any Loan Party, and (b) make and own Investments in any Subsidiaries of Borrower Company and in Petcetera (including Investments consisting of the acquisition of Persons which own minority interests in Petcetera); PROVIDED that are (a) any such new Subsidiary is wholly-owned by Company or one of its Subsidiaries and the provisions of subsection 6.8 have been complied with or (b) in the case of any Subsidiary of Company that is not Loan Parties a wholly-owned Subsidiary Guarantor, such creation or acquisition is permitted pursuant to clause (vi) of this subsection 7.3; and PROVIDED FURTHER that the aggregate new Investments in aggregate all Foreign Subsidiaries and in Petcetera (including Investments made through one or more Subsidiaries and including Investments consisting of the acquisition of Persons which own minority interests in Petcetera) shall not exceed $15,000,000 from the Closing Date until the Fiscal Year ending on the Fiscal Year End in 2002 and $3,000,000 each Fiscal Year thereafter (each such amount the "MAXIMUM FOREIGN INVESTMENT AMOUNT" for such Fiscal Year); PROVIDED FURTHER that (x) the Maximum Foreign Investment Amount for any Fiscal Year shall be increased by an amount equal to the excess, if any, of the Maximum Foreign Investment Amount for the previous year (without giving effect to any previous adjustment made in accordance with this proviso) over the actual amount of Investments in Foreign Subsidiaries and in Petcetera (including Investments consisting of the acquisition of Persons which own minority interests in Petcetera) for such previous Fiscal Year and (y) with respect to Investments in Petcetera (including Investments consisting of the acquisition of Persons which own minority interests in Petcetera) made after the date hereof, to the extent that the amount of any such Investments is thereafter distributed by Petcetera directly or indirectly to Company, then during the period of one year from the date of such distribution the amount available for Investments in Petcetera under this subsection 7.3(ii) shall be increased by the amount of such distribution; PROVIDED STILL FURTHER that any repayment of notes receivable held by Company or its Subsidiaries on the Closing Date by any Canadian Persons may be used by Company or its Subsidiaries to make a concurrent Investment in Foreign Subsidiaries in an amount not to exceed $750,0007,000,000; (iii) Borrower Company and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv);; 101 (iv) Borrower Company and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8loans and advances to employees, officers and Sponsors of Company and any of its Subsidiaries in an aggregate amount not to exceed (a) $1,872,000 at any time outstanding, which shall be used for the purpose of acquiring Company Stock and (b) $2,000,000 at any time outstanding, which may be used for any other purpose; (v) Borrower Company and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date and described in Schedule SCHEDULE 7.3 annexed hereto; (vi) Borrower Investments made by Company or any of its Subsidiaries in Permitted Acquisitions; (vii) Investments received in settlement of debts, liabilities or other obligations owing to the Company or any of its Subsidiaries; (viii) Investments received as consideration in Asset Sales; (ix) Investments of a Person that becomes a Subsidiary or is merged, consolidated or amalgamated with or into or transfers all or substantially all of its assets to, or is liquidated into, the Company or any of its other Subsidiaries, or is otherwise acquired pursuant to a Permitted Acquisition; (x) Investments funded through capital contributions made by the Sponsors or any of their Affiliates; (xi) additional Investments made in Petopia, or any successor E-Commerce Investment, after the Restatement Effective Date (a) not to exceed $3,000,000 in the aggregate or (b) funded with the proceeds of equity contributions from the Sponsors made after the Closing Date; (xii) Company and its Subsidiaries may make and own Investments in shares representing amounts held for employees of capital stockCompany and its Subsidiaries under Company's non-qualified deferred compensation plan, evidence of Indebtedness or other security acquired in consideration for or as evidence of past-due or restructured Accounts in an aggregate face PROVIDED the amount of such Accounts at Investments (excluding income earned thereon) shall not exceed the amount otherwise payable to such employees the payment of which was deferred under such plan and any time not to exceed $500,000;amounts matched by Company under such plan; and (viixiii) Borrower Company and its Subsidiaries may make and own other Investments in non-cash consideration received in connection with any Asset Sale otherwise permitted hereby; (viii) Borrower and its Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organization; (ix) Borrower and its Subsidiaries may make and own Investments in loans and advances (a) to their respective employees for moving, entertainment, travel and other similar expenses in the ordinary course of business an aggregate amount not to exceed $250,000 in the aggregate at any time outstanding, or (b) to their respective employees and to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstanding; (x) Borrower and its Subsidiaries may make acquisitions permitted pursuant to subsection 7.7; and (xi) Borrower and its Subsidiaries may sell inventory on credit in the ordinary course of business3,000,000.

Investments; Joint Ventures. Each Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower Company and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower Company and its Subsidiaries may make loans and advances to officers, directors and employees of Company or any of its Subsidiaries (a) make and own Investments in any Loan Party, to finance the purchase of capital stock of Company and (b) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties in an aggregate principal amount not to exceed $750,0005,000,000 at any time outstanding for additional purposes not contemplated by the foregoing clause (a); (iii) Borrower Company and its Subsidiaries may make intercompany loans to the extent and own Investments consisting of any non-cash proceeds received by Company or any of its Subsidiaries in connection with any Asset Sale permitted under subsection 7.1(iv7.7(v); (iv) Borrower and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (v) Borrower Company and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date and described in Schedule 7.3 annexed heretohereto and Company and its Subsidiaries may make and own Investments purchased with the proceeds of the sale of any Investments permitted under this subsection 7.3(iv); (viv) Borrower Company and its Subsidiaries may make and own Investments in shares special-purpose entities established to purchase accounts receivable from Company or any of capital stock, evidence of Indebtedness or other security acquired in consideration for or as evidence of past-due or restructured its Subsidiaries pursuant to an Accounts in an aggregate face amount of such Accounts at any time not to exceed $500,000;Receivable Facility; and 113 (viivi) Borrower Company and its Subsidiaries may make and own Investments (collectively, "Unrestricted Investments") in non-cash consideration received in connection with any Asset Sale otherwise addition to those permitted hereby; under clauses (viiii) Borrower and its Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organization; through (ixv) Borrower and its Subsidiaries may make and own above, including Investments in loans Restricted Acquisition Subsidiaries and advances in Unrestricted Subsidiaries, as follows: (a) to their respective employees for moving, entertainment, travel and other similar expenses Unrestricted Investments in the ordinary course of business an aggregate amount not to exceed $250,000 in the aggregate at any time outstanding, (1) $50,000,000 for all such Unrestricted Investments in Unrestricted Subsidiaries or (2) $100,000,000 for all such Unrestricted Investments (including all such Unrestricted Investments in Restricted Acquisition Subsidiaries and Unrestricted Subsidiaries) and (b) Unrestricted Investments in addition to their respective employees and the Unrestricted Investments permitted under the preceding clause (a), provided that after giving effect to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by any such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstanding; (x) Borrower and its Subsidiaries may make acquisitions permitted additional Unrestricted Investment pursuant to subsection 7.7; and this clause (xib) Borrower and its Subsidiaries may sell inventory on credit in the ordinary course of businessAvailable Amount Usage shall not exceed the Available Amount.

Investments; Joint Ventures. Except as provided in subsections 7.7(i), (ii) or (v), Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower and its Subsidiaries may make loans and advances to officers, directors and employees of Borrower or any of its Subsidiaries (a) make and own Investments in any Loan Party, to finance the purchase of capital stock of Borrower and (b) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties in an aggregate principal amount not to exceed $750,0005,000,000 at any time outstanding for additional purposes not contemplated by the foregoing clause (a); (iii) Borrower and its Subsidiaries may make intercompany loans to the extent and own Investments consisting of any non-cash proceeds received by Borrower or any of its Subsidiaries in connection with any Asset Sale permitted under subsection 7.1(iv7.7(v); (iv) Borrower and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (v) Borrower and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date and described in Schedule SCHEDULE 7.3 annexed hereto;hereto and Borrower and its Subsidiaries may make and own Investments purchased with the proceeds of the sale of any Investments permitted under this subsection 7.3(iv); and (viv) Borrower and its Subsidiaries may make and own Investments (collectively, "UNRESTRICTED INVESTMENTS") in shares of capital stockaddition to those permitted under clauses (i) through (iv) above, evidence of Indebtedness or other security acquired including Investments in consideration for or Restricted Acquisition Subsidiaries and in Unrestricted Subsidiaries, as evidence of past-due or restructured Accounts follows: (a) Unrestricted Investments in an aggregate face amount of such Accounts not to exceed at any time not to exceed (1) $500,000; (vii) Borrower and its Subsidiaries may make and own 25,000,000 for all such Unrestricted Investments in non-cash consideration received in connection with any Asset Sale otherwise permitted hereby; Unrestricted Subsidiaries or (viii2) Borrower and its Subsidiaries may make and own $50,000,000 for all such Unrestricted Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of (including all such Person's organization; (ix) Borrower and its Subsidiaries may make and own Unrestricted Investments in loans Restricted Acquisition Subsidiaries ) and advances (a) to their respective employees for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $250,000 in the aggregate at any time outstanding, or (b) Unrestricted Investments in addition to their respective employees and the Unrestricted Investments permitted under the preceding clause (a), PROVIDED that after giving effect to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by any such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstanding; (x) Borrower and its Subsidiaries may make acquisitions permitted additional Unrestricted Investment pursuant to subsection 7.7; and this clause (xib) Borrower and its Subsidiaries may sell inventory on credit in the ordinary course of businessAvailable Amount Usage shall not exceed the Available Amount.

Investments; Joint Ventures. Borrower Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower Company and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower Company and its Subsidiaries may make loans and advances to officers, directors and employees of Company or any of its Subsidiaries (a) make and own Investments in any Loan Party, to finance the purchase of capital stock of Company and (b) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties in an aggregate principal amount not to exceed $750,0005,000,000 at any time outstanding for additional purposes not contemplated by the foregoing clause (a); (iii) Borrower Company and its Subsidiaries may make intercompany loans to the extent and own Investments consisting of any non-cash proceeds received by Company or any of its Subsidiaries in connection with any Asset Sale permitted under subsection 7.1(iv7.7(v); (iv) Borrower and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (v) Borrower Company and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date and described in Schedule SCHEDULE 7.3 annexed heretohereto and Company and its Subsidiaries may make and own Investments purchased with the proceeds of the sale of any Investments permitted under this subsection 7.3(iv); (viv) Borrower Company and its Subsidiaries may make and own Investments in shares any Person in which Company or any of capital stock, evidence its Subsidiaries has an interest of Indebtedness 50% or other security acquired in consideration for or as evidence of past-due or restructured Accounts less in an aggregate face amount of such Accounts at any time not to exceed exceeding $500,00050,000,000; (viivi) Borrower Company and its Subsidiaries may make and own Investments (collectively, "UNRESTRICTED INVESTMENTS") in non-cash consideration received in connection with any Asset Sale otherwise addition to those permitted hereby; under clauses (viiii) Borrower and its Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organization; through (ixiv) Borrower and its Subsidiaries may make and own above, including Investments in loans Restricted Acquisition Subsidiaries and advances in Unrestricted Subsidiaries, as follows: (a) to their respective employees for moving, entertainment, travel and other similar expenses Unrestricted Investments in the ordinary course of business an aggregate amount not to exceed $250,000 in the aggregate at any time outstanding, (1) $30,000,000 for all such Unrestricted Investments in Unrestricted Subsidiaries or (2) $45,000,000 for all such Unrestricted Investments (including all such Unrestricted Investments in Restricted Acquisition Subsidiaries and Unrestricted Subsidiaries) and (b) Unrestricted Investments in addition to their respective employees and the Unrestricted Investments permitted under the preceding clause (a), PROVIDED that after giving effect to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by any such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstanding; (x) Borrower and its Subsidiaries may make acquisitions permitted 103 additional Unrestricted Investment pursuant to subsection 7.7; and this clause (xib) Borrower and its Subsidiaries may sell inventory on credit in the ordinary course of businessAvailable Amount Usage shall not exceed the Available Amount.

Investments; Joint Ventures. Borrower shall not, and shall not permit Make or own any of its Subsidiaries toInvestment, directly or indirectly, make or own any Investment in any Person, Person including any Joint Venture, except: (ia) Borrower and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower and its Subsidiaries may (a) make and own Investments in any Loan Party, and (b) make Consolidated Capital Expenditures and own Investments in any Subsidiaries of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000Acquisition Capital Expenditures otherwise permitted herein; (iiic) Investments other than in a Core Business as to which the aggregate consideration paid or to be paid by the Borrower and or its Subsidiaries may make intercompany loans to shall not exceed $40,000,000; (d) Investments in effect on the extent permitted under subsection 7.1(ivClosing Date as set forth on Schedule 6.4(d); (ive) Investments by the Borrower in any Subsidiary Guarantor and Investments by Subsidiaries in the Borrower and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8in any Subsidiary Guarantor; (f) any acquisition (it being understood that, as used in this paragraph, the term "acquisition" shall mean any acquisition by means of a purchase of stock or assets or a merger or other similar transaction (including exercising any option to acquire assets or Capital Stock) and shall also include a transaction in which a Loan Party (i) enters into an LMA Agreement with the owner of a television station, (ii) either makes a loan to, or guarantees a loan made by a third party to, such owner secured by a Lien on the assets of such television station and (iii) obtains an option to acquire the FCC License covering such television station that satisfies the requirements of clause (v)(B) of this paragraph) not otherwise permitted under this subsection 6.4 (each such transaction referred to herein as a "PERMITTED ACQUISITION" and collectively as the "PERMITTED ACQUISITIONS"), on the following terms and conditions: (i) such Permitted Acquisition involves the acquisition of a Core Business and the aggregate consideration paid or to be paid by the Borrower or its Subsidiaries for any individual Permitted Acquisition shall not exceed $20,000,000, (ii) after giving effect to such Permitted Acquisition, no Event of Default or Default shall exist; (iii) the Borrower shall satisfy the requirements of subsections 5.10 and 5.11 in connection therewith; (iv) such acquisition shall result in the assets so acquired being owned by the Borrower or a wholly owned Subsidiary of the Borrower and, if such Permitted Acquisition involves the acquisition of a television station, the Borrower or a wholly owned Subsidiary shall have acquired in connection therewith either (A) the FCC License held by such Core Business or (B) an option to acquire such FCC License for a period greater than five years and (v) Borrower and its Subsidiaries may continue to own if such Permitted Acquisition involves the Investments owned by them as acquisition of a television station the Closing Date and described in Schedule 7.3 annexed heretoFCC shall have approved such acquisition; (vi) Borrower and its Subsidiaries may make and own Investments in shares of capital stock, evidence of Indebtedness or other security acquired in consideration for or as evidence of past-due or restructured Accounts in an aggregate face amount of such Accounts at any time not to exceed $500,000; (vii) Borrower and its Subsidiaries may make and own Investments in non-cash consideration received in connection with any Asset Sale otherwise permitted hereby; (viii) Borrower and its Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organization; (ix) Borrower and its Subsidiaries may make and own Investments in loans and advances (a) to their respective employees for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $250,000 in the aggregate at any time outstanding, or (b) to their respective employees and to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstanding; (x) Borrower and its Subsidiaries may make acquisitions permitted pursuant to subsection 7.7; and (xi) Borrower and its Subsidiaries may sell inventory on credit in the ordinary course of business.

Investments; Joint Ventures. Borrower Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower Company and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower Company and its Subsidiaries may continue to own (a) make and own the Investments owned by them as of the Effective Date in any Loan Party, Subsidiaries of Company and (b) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties Company formed or acquired in aggregate amount not accordance with the terms hereof pursuant to exceed $750,000the NSA Acquisition and the Accelerated Acquisition on or prior to the Funding Dates for Acquisition Loans; (iii) Borrower Company and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv7.1(v); (iv) Borrower Payco may continue to own the Joint Ventures owned by it as of the Effective Date; (v) Company and its Subsidiaries may make and own Investments in Permitted Joint Ventures; provided that (a) at the time of such Investment, and after giving effect thereto, no Potential Event of Default or Event of Default shall have occurred and be continuing, (b) the aggregate amount of all such Investments made after the Closing Date shall not exceed $5,000,000, and (c) Company and its Subsidiaries shall pledge all of their respective equity interests in any Permitted Joint Venture to Collateral Agent to secure the Obligations under the Loan Documents (except to the extent, and only to the extent, such pledge of the equity interests in a Permitted Joint Venture organized under the laws of a foreign country would result in Company incurring additional liabilities for taxes); (vi) Company may make and own Investments consisting of notes received in connection with any Asset Sale limited to 20% of the total sale price of the assets sold in such Asset Sale; provided that the aggregate principal amount of such notes at any time outstanding shall not exceed $2,000,000; (vii) Company and its Subsidiaries may make and own Investments in connection with a Permitted Acquisition or a Permitted Portfolio Acquisition; (viii) Company and its Subsidiaries may make Consolidated Maintenance Capital Expenditures permitted by subsection 7.8; (vix) Borrower and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date and described in Schedule 7.3 annexed hereto; (vi) Borrower Company and its Subsidiaries may make and own other Investments in shares of capital stock, evidence of Indebtedness or other security acquired in consideration for or as evidence of past-due or restructured Accounts in an aggregate face amount of such Accounts not to exceed at any time not to exceed $500,000; (vii) Borrower and its Subsidiaries may make and own Investments in non-cash consideration received in connection with any Asset Sale otherwise permitted hereby; (viii) Borrower and its Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organization; (ix) Borrower and its Subsidiaries may make and own Investments in loans and advances (a) to their respective employees for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $250,000 in the aggregate at any time outstanding, or (b) to their respective employees and to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstanding;2,500,000; and (x) Borrower and its Subsidiaries Company may make acquisitions the Investments permitted pursuant to under subsection 7.7; and (xi) Borrower and its Subsidiaries may sell inventory on credit in the ordinary course of business7.7(vi).

Investments; Joint Ventures. Borrower Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower Company and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower Company and its Subsidiaries may (a) make and own Investments in any Loan Party, and (b) make and own Investments in any wholly-owned Subsidiaries of Borrower Company that are not Loan Parties is engaged in aggregate amount not to exceed $750,000the test instrumentation business or a business reasonably related thereto; (iii) Borrower Company and its wholly-owned Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv); (iv) Borrower Company and its wholly-owned Domestic Subsidiaries may make Consolidated Capital Expenditures and own Investments in Persons that, as a result of such Investments, become additional wholly-owned Domestic Subsidiaries, and Company may make and own Investments in Persons that, as a result of such Investments, become additional direct wholly-owned Foreign Subsidiaries, in each case to the extent such Investments are permitted by under subsection 7.87.7(ii); (v) Borrower Company and its Subsidiaries may continue to own the existing Investments owned by them as of the Closing Date and described in Schedule SCHEDULE 7.3 annexed hereto; (vi) Borrower Company may make loans to its employees for the purposes of purchasing Common Stock from Company in connection with the exercise of stock options granted pursuant to a stock option plan approved by Company's Board of Directors; PROVIDED that the aggregate principal amount of such loans shall not exceed $2,000,000 at any time outstanding; (vii) Company and its Subsidiaries may accept promissory notes received in consideration of any Asset Sale to the extent permitted pursuant to subsection 7.7(vi); PROVIDED that any such promissory notes so accepted shall be pledged as security for the Obligations pursuant to the applicable Collateral Documents; and (viii) Company and its Subsidiaries may make and own other Investments in shares of capital stock, evidence of Indebtedness or other security acquired in consideration for or as evidence of past-due or restructured Accounts in an aggregate face amount of such Accounts not to exceed at any time not to exceed $500,000; (vii) Borrower and its Subsidiaries may make and own Investments in non-cash consideration received in connection with any Asset Sale otherwise permitted hereby; (viii) Borrower and its Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organization; (ix) Borrower and its Subsidiaries may make and own Investments in loans and advances (a) to their respective employees for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $250,000 in the aggregate at any time outstanding, or (b) to their respective employees and to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstanding; (x) Borrower and its Subsidiaries may make acquisitions permitted pursuant to subsection 7.7; and (xi) Borrower and its Subsidiaries may sell inventory on credit in the ordinary course of business2,500,000.

Investments; Joint Ventures. Borrower The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower a. the Company and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower b. the Company and its Subsidiaries may (a) make loans and own Investments advances to officers, directors and employees of the Company or any of its Subsidiaries in any Loan Party, and (b) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties in an aggregate principal amount not to exceed $750,00010,000,000 at any time outstanding (i) to finance the purchases of Capital Stock of the Company and (ii) for additional purposes not contemplated by the foregoing clause (i); (iii) Borrower c. the Company and its Subsidiaries may make intercompany loans to and own Investments consisting of non-cash proceeds received by the extent Company or any of its Subsidiaries in connection with any Asset Sale or other Disposition permitted under subsection 7.1(iv)Section 7.06 of this Agreement; (iv) Borrower and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (v) Borrower d. the Company and its Subsidiaries may continue to own the Investments owned by them as on the Closing Date, and the Company and its Subsidiaries may make and own Investments purchased with the proceeds of the Closing Date and described in Schedule 7.3 annexed heretosale of any Investments permitted under this Agreement; e. the Company and its Subsidiaries may make and own Investments made solely with Capital Stock of the Company; provided that the requirements (viif any) Borrower of Section 6.09 have been or will be satisfied in accordance with Section 6.09; f. any (i) Loan Party may make Investments in any other Loan Party, (ii) Subsidiary that is not a Loan Party may make Investments in any other Subsidiary that is not a Loan Party and (iii) Loan Party may make Investments consisting of loans or advances in any Subsidiary that is not a Loan Party to the extent permitted by Section 7.01(c); g. any Loan Party may make Investments in any Subsidiary that is not a Loan Party to extent necessary in order to satisfy minimum capital or licensing requirements of any Governmental Authority; h. the Company and its Subsidiaries may make and own Investments in shares of capital stock, evidence of Indebtedness or other security acquired in consideration for or as evidence of past-due or restructured Accounts Joint Ventures in an aggregate face amount of such Accounts at not exceeding $75,000,000 in any time not to exceed $500,000Fiscal Year; (vii) Borrower i. the Company and its Subsidiaries may make and own Investments in non-cash consideration received National Joint Ventures in connection with an aggregate amount (including the value of any Asset Sale otherwise permitted herebyassets transferred thereto) not exceeding $100,000,000 in any Fiscal Year and $250,000,000 in the aggregate during the term of this Agreement; (viii) Borrower j. [reserved]; k. the Company and its Subsidiaries may make (x) Acquisitions made solely with the Capital Stock of the Company so long as the requirements (if any) of Section 6.09 have been or will be satisfied in accordance with Section 6.09 and own Investments (y) other Acquisitions so long as (i) prior to the consummation of any such Acquisition, the Company shall have delivered to the Administrative Agent (A) financial statements for the Company and its Subsidiaries for the four Fiscal Quarter period most recently ended for which financial statements are available (the “Pro Forma Test Period”), prepared on a pro forma basis as if such Acquisition had been consummated on the first day of the Pro Forma Test Period and which may give effect to the Company’s good faith estimate of any anticipated cost savings or increases as a result of the consummation thereof (as determined on a basis consistent with Article 11 of Regulation S-X of the Securities Act of 1933, as amended, as interpreted by the staff of the Securities and Exchange Commission and other adjustments as contemplated by the definition of Pro Forma Basis), and including, in the case of the Qualified Acquisition, Projections through the Final Maturity Date, and (B) a pro forma Compliance Certificate demonstrating that, on the basis of such pro forma financial statements, the Company would have been in compliance with all financial covenants set forth in Section 7.09 on the last day of the Pro Forma Test Period; provided that, with respect to any obligation the Qualified Acquisition, the requirement to indemnify their respective officers and directors be in compliance with Section 7.09(a) shall be a requirement to be in compliance with the Maximum Total Leverage Ratio as increased by .25 pursuant to the fullest extent permitted by proviso in such Section 7.09 and (ii) the corporation requirements (if any) of Section 6.09 have been or limited liability company law of the jurisdiction of such Person's organizationwill be satisfied in accordance with Section 6.09; (ix) Borrower l. the Company and its Subsidiaries may make advances, loans, rebates and own extensions of credit to suppliers, customers and vendors in the ordinary course of business; m. the Company and its Subsidiaries may receive and hold Investments in loans and advances (a) to their respective employees for moving, entertainment, travel satisfaction or partial satisfaction of obligations owed thereto from financially troubled account debtors and other similar expenses credits to suppliers in the ordinary course of business; n. the Company and its Subsidiaries may receive and hold Investments received in connection with the bankruptcy or reorganization of any Person and in settlement of obligations of, or other disputes with, any Person arising in the ordinary course of business and upon foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; o. the Loan Parties may make Investments in Excluded Subsidiaries in an aggregate amount for all such Investments under this clause (o) not to exceed $250,000 25,000,000 in any Fiscal Year plus the aggregate at amount of any time outstanding, cash repayment of or (b) to their respective employees and to their respective independent sales representatives secured return on such Investments received by the pledge of shares of Borrower Common Stock made to finance the purchase by Loan Parties in such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstandingFiscal Year; (x) Borrower p. the Company and its Subsidiaries may make acquisitions any Investment in a Securitization Subsidiary or any Investment by a Securitization Subsidiary in any other Person in connection with a Securitization Financing permitted pursuant by Section 7.01(t), including Investments of funds held in accounts permitted or required by the arrangements governing the Securitization Financing or any related Indebtedness; provided that any Investment in a Securitization Subsidiary is in the form of a purchase money note, contribution of additional Securitization Assets or equity investments; and q. in addition to subsection 7.7; and (xi) Borrower Investments otherwise expressly permitted by this Section, the Company and its Subsidiaries may sell inventory on credit make Investments in an aggregate amount not to exceed $50,000,000 an any time outstanding during the ordinary course term of businessthis Agreement.

Investments; Joint Ventures. Borrower Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower Company and its Restricted Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower Company and its Restricted Subsidiaries may (a) continue to own the Investments owned by them as of the Closing Date, and may make and own Investments additional Investments, in any Loan Party, and (b) make and own Investments in any Restricted Subsidiaries of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000;Company; 110 (iii) Borrower Company and its Restricted Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv); (iv) Borrower Company and its Restricted Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (v) Borrower Company and its Restricted Subsidiaries may make and own Investments in connection with Permitted Acquisitions made in accordance with subsection 7.7(vi); provided that such Investments shall at all times be -------- Restricted Subsidiaries of Company; (vi) Company may continue to own the Investments owned by Company in the Unrestricted Subsidiaries as of the Closing Date and Company may make additional Investments in the Unrestricted Subsidiaries after the Closing Date in an aggregate amount not exceeding $4,500,000; (vii) Company and its Restricted Subsidiaries may continue to own the Investments owned by them as of the Closing Date and described in Schedule 7.3 annexed hereto;; ------------ (viviii) Borrower Company or any of its Restricted Subsidiaries may make loans to their employees for the purpose of purchasing Capital Stock of Company; provided -------- that the aggregate amount of such loans shall not exceed $1,000,000 at any time outstanding; and (ix) Company and its Restricted Subsidiaries may make and own other Investments in shares of capital stock, evidence of Indebtedness (excluding Interest Agreements or other security acquired in consideration for or as evidence of past-due or restructured Accounts Currency Agreements not constituting Hedge Agreements) in an aggregate face amount of such Accounts not to exceed at any time not to exceed $500,000; (vii) Borrower and its Subsidiaries may make and own Investments in non-cash consideration received in connection with any Asset Sale otherwise permitted hereby; (viii) Borrower and its Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organization; (ix) Borrower and its Subsidiaries may make and own Investments in loans and advances (a) to their respective employees for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $250,000 in the aggregate at any time outstanding, or (b) to their respective employees and to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstanding; (x) Borrower and its Subsidiaries may make acquisitions permitted pursuant to subsection 7.7; and (xi) Borrower and its Subsidiaries may sell inventory on credit in the ordinary course of business1,000,000.

Investments; Joint Ventures. The Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make make, own or own hold any Investment in any Person, including any Joint Venture, except:except the following Investments shall be permitted (the “Permitted Investments”): (ia) the Borrower and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower and its Subsidiaries may (a) make and own Investments in any Loan Party, and (b) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000; (iii) Borrower and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv); (iv) Borrower and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (v) Borrower and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date Date, and described may make additional Investments, in Schedule 7.3 annexed heretoany Subsidiaries of the Borrower; (vic) the Borrower and its Subsidiaries may make intercompany loans permitted under subsection 6.1(d); (d) [Reserved]; (e) the Borrower and its Subsidiaries may make and own Investments in shares connection with Permitted Acquisitions made in accordance with Section 6.7(e); provided that such Permitted Acquisitions shall at all times be Subsidiaries of capital stock, evidence the Borrower; (f) the Borrower and its Subsidiaries may continue to own the Investments owned by them and described in Schedule 6.3 annexed hereto; (g) the Borrower or any of Indebtedness or other security acquired in consideration its Subsidiaries may make loans to their employees for or as evidence the purpose of past-due or restructured Accounts in an purchasing Capital Stock of the Borrower; provided that the aggregate face amount of such Accounts loans shall not exceed $2,000,000 at any time not to exceed $500,000outstanding and such loans are in compliance with all Requirements of Law (including, without limitation, the Xxxxxxxx-Xxxxx Act of 2002, as amended); (viih) the Credit Parties may enter into (i) Hedging Agreements relating to the Loans hereunder and other Hedging Agreements entered into in order to manage existing or anticipated interest rate, exchange rate or commodity price risks in the ordinary course of business and not for speculative purposes and (ii) Convertible Hedging Agreements; and (i) the Borrower and its Subsidiaries may make and own other Investments in non-cash consideration received in connection with any Asset Sale otherwise permitted hereby; (viii) Borrower and its Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organization; (ix) Borrower and its Subsidiaries may make and own Investments in loans and advances (a) to their respective employees for moving, entertainment, travel and other similar expenses in the ordinary course of business an aggregate amount not to exceed $250,000 in the aggregate at any time outstanding$10,000,000; provided that such Investments are in compliance with all Requirements of Law (including, or (b) to their respective employees and to their respective independent sales representatives secured by without limitation, the pledge Xxxxxxxx-Xxxxx Act of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock2002, not to exceed $1,000,000 in the aggregate at any time outstanding; (x) Borrower and its Subsidiaries may make acquisitions permitted pursuant to subsection 7.7; and (xi) Borrower and its Subsidiaries may sell inventory on credit in the ordinary course of businessas amended).

Investments; Joint Ventures. Borrower Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower Company and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower and its Subsidiaries may (a) make and own Investments in any Loan Party, and (b) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000; (iii) Borrower and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv); (iv) Borrower and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (v) Borrower Company and its Subsidiaries may continue to own the Investments owned by them as of the Closing Effective Date and described in Schedule 7.3 annexed heretoany Subsidiaries of Company and; (viiii) Borrower Company and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(v); (iv) Payco may continue to own the Joint Ventures owned by it as of the Effective Date; (v) Company and its Subsidiaries may make and own Investments in shares Permitted Joint Ventures; provided that (a) at the time of capital stocksuch Investment, evidence and after giving effect thereto, no Potential Event of Indebtedness Default or Event of Default shall have occurred and be continuing, (b) the aggregate amount of all such Investments made after the Closing Date (other security acquired than Investments made in consideration for or as evidence accordance with the following clause (c)) shall not exceed $5,000,000, (c) the aggregate amount of past-due or restructured Accounts Investments made in an a Permitted Joint Venture the only assets of which are Qualified Loan Portfolios shall not exceed $30,000,000 during any Fiscal Year and, after giving effect thereto, the aggregate face amount of such Accounts Investments do not exceed the limitations set forth in subsection 7.7(v), and (d) Company and its Subsidiaries shall pledge all of their respective equity interests in any Permitted Joint Venture to Collateral Agent to secure the Obligations under the Loan Documents (except to the extent, and only to the extent, such pledge of the equity interests in a Permitted Joint Venture organized under the laws of a foreign country would result in Company incurring additional liabilities for taxes); (vi) Company may make and own Investments consisting of notes received in connection with any Asset Sale limited to 20% of the total sale price of the assets sold in such Asset Sale; provided that the aggregate principal amount of such notes at any time outstanding shall not to exceed $500,0002,000,000; (vii) Borrower Company and its Subsidiaries may make and own Investments in non-cash consideration received in connection with any Asset Sale otherwise permitted herebya Permitted Acquisition or a Permitted Portfolio Acquisition; (viii) Borrower Company and its Subsidiaries may make Consolidated Maintenance Capital Expenditures permitted by subsection 7.6; (ix) Company and its Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organization; (ix) Borrower and its Subsidiaries may make and own other Investments in loans and advances (a) to their respective employees for moving, entertainment, travel and other similar expenses in the ordinary course of business an aggregate amount not to exceed $250,000 in the aggregate at any time outstanding, or (b) to their respective employees and to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstanding;2,500,000; and (x) Borrower and its Subsidiaries Company may make acquisitions the Investments permitted pursuant to under subsection 7.7; and (xi) Borrower and its Subsidiaries may sell inventory on credit in the ordinary course of business7.7(vi).

Investments; Joint Ventures. Borrower Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower Company and its Restricted Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower Company and its Restricted Subsidiaries may (a) continue to own the Investments owned by them as of the Closing Date, and may make and own Investments additional Investments, in any Loan Party, and (b) make and own Investments in any Restricted Subsidiaries of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000Company; (iii) Borrower Company and its Restricted Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv); (iv) Borrower Company and its Restricted Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (v) Borrower Company and its Restricted Subsidiaries may make and own Investments in connection with Permitted Acquisitions made in accordance with subsection 7.7(vi); provided that such Investments shall at all times be Restricted Subsidiaries of Company; (vi) Company may continue to own the Investments owned by Company in the Unrestricted Subsidiaries as of the Closing Date and Company may make additional Investments in the Unrestricted Subsidiaries after the Closing Date in an aggregate amount not exceeding $4,500,000; (vii) Company and its Restricted Subsidiaries may continue to own the Investments owned by them as of the Closing Date and described in Schedule 7.3 annexed hereto; (viviii) Borrower Company or any of its Restricted Subsidiaries may make loans to their employees for the purpose of purchasing Capital Stock of Company; provided that the aggregate amount of such loans shall not exceed $1,000,000 at any time outstanding; and (ix) Company and its Restricted Subsidiaries may make and own other Investments in shares of capital stock, evidence of Indebtedness (excluding Interest Agreements or other security acquired in consideration for or as evidence of past-due or restructured Accounts Currency Agreements not constituting Hedge Agreements) in an aggregate face amount of such Accounts not to exceed at any time not to exceed $500,000; (vii) Borrower and its Subsidiaries may make and own Investments in non-cash consideration received in connection with any Asset Sale otherwise permitted hereby; (viii) Borrower and its Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organization; (ix) Borrower and its Subsidiaries may make and own Investments in loans and advances (a) to their respective employees for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $250,000 in the aggregate at any time outstanding, or (b) to their respective employees and to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstanding; (x) Borrower and its Subsidiaries may make acquisitions permitted pursuant to subsection 7.7; and (xi) Borrower and its Subsidiaries may sell inventory on credit in the ordinary course of business1,000,000.

Investments; Joint Ventures. Borrower The Credit Parties shall not, and shall not permit any of its their respective Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower The Credit Parties and its their respective Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower The Credit Parties and its their respective Subsidiaries may (a) make and continue to own the Investments owned by them as of the Closing Date in any Loan Party, and (b) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000their respective Subsidiaries; (iii) Borrower The Credit Parties and its their respective Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv); (iv) Borrower The Credit Parties and its their respective Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (v) Borrower The Credit Parties and its their respective Subsidiaries may continue make Investments consisting of surety bonds, escrow arrangements, security deposits and like transactions incurred either (a) in the ordinary course of business or (b) in connection with a Permitted Acquisition; (vi) Investments in newly formed Subsidiaries; PROVIDED that such Subsidiaries become parties to own the Subsidiary Guaranty and the other Loan Documents to the same extent as the other Subsidiaries of Borrower; (vii) Investments owned by them existing as of the Closing Date and described as set forth in Schedule 7.3 annexed hereto7.3; (viviii) So long as no Event of Default or Potential Event of Default shall have occurred and be continuing, or would result therefrom, Borrower and its Subsidiaries may make other Investments; PROVIDED that (a) any Cash consideration paid or advanced to make any such Investment, together with all Cash consideration paid or advanced to make all such Investments made pursuant to this clause (viii), shall not exceed $10,000,000 in the aggregate, and own (b) the value of any non-Cash consideration paid or advanced to make any such Investment, together with the value of all non-Cash consideration paid or advanced to make all such Investments described under this clause (viii), shall not exceed $30,000,000 in the aggregate (it being understood that the value of any such non-Cash consideration shall be determined in good faith by Borrower at the time such consideration is paid or advanced to make the applicable Investment); and (ix) Investments in shares of capital stock, evidence of Indebtedness or Joint Ventures with other security acquired radio operators in consideration for or as evidence of past-due or restructured Accounts broadcast tower operations in an aggregate face amount of such Accounts at any time not to exceed $500,000;5,000,000; and (viix) Borrower and its Subsidiaries may make and own Investments in non-cash consideration received in connection with any Asset Sale otherwise permitted hereby; (viii) Borrower and its Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organization; (ix) Borrower and its Subsidiaries may make and own Investments in loans and advances (a) to their respective employees for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $250,000 in the aggregate at any time outstanding, or (b) to their respective employees and to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstanding; (x) Borrower and its Subsidiaries may make acquisitions transactions permitted pursuant to subsection 7.7; and (xi) Borrower and its Subsidiaries may sell inventory on credit in the ordinary course of business.

Investments; Joint Ventures. Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower and its Subsidiaries may (a) make and own Investments in any Loan Party, and (b) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000; (iii) Borrower and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv) and Subsidiaries of Borrower may make intercompany loans to the extent permitted by subsection 7.1; provided that (x) the aggregate principal amount of intercompany loans made by Borrower to the Canadian Subsidiaries shall not exceed $12,000,000 at any time outstanding (and it is hereby acknowledged and agreed that the proceeds of such Indebtedness should not be used for any purposes other than for the Canadian Subsidiaries' general corporate purposes); (y) Borrower may not make intercompany loans to the Canadian 101 Subsidiaries if after giving effect to the incurrence of such loans Excess Availability as of the date of such incurrence is not in excess of $15,000,000; and (z) Subsidiaries of Borrower that are not Canadian Subsidiaries shall not make any intercompany loans to the Canadian Subsidiaries or any of their Subsidiaries; (iviii) Borrower and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (viv) Borrower and its Subsidiaries may continue to own the Investments owned by them existing as of the Closing Restatement Effective Date and described as set forth in Schedule 7.3 annexed hereto; (viv) Borrower and its Subsidiaries may make and own Investments in shares notes and other instruments, as the same may be amended, restated, replaced or otherwise modified, held by Borrower or any of capital stock, evidence of Indebtedness its Subsidiaries in connection with (A) the sale or other security acquired in consideration for disposition of any assets prior to the date of this Agreement and Asset Sales permitted pursuant to the terms of this Agreement, and (B) with any trade debt due to Borrower or any of its Subsidiaries or the settlement of any delinquent or defaulted accounts or notes receivable; (vi) Borrower and its Subsidiaries may maintain deposit accounts as evidence of past-due or restructured Accounts in an aggregate face amount of such Accounts at cash collateral with any time not Person providing cash management services to exceed $500,000Borrower and its Subsidiaries; (vii) Borrower and its Subsidiaries may make investments in Joint Ventures not constituting Acquisitions; provided that, the aggregate of such Investments does not exceed $7,500,000 at any time (whether in the form of cash or fair market value of property contributed to such ventures or distributed in respect of such acquisitions); provided that Excess Availability both as of the date of such Investment (after giving effect to such Investment assuming that (A) the "Revolving Loan Commitment" under, and own Investments as defined in, the Existing Credit Agreement was $200,000,000 at all times prior to the Restatement Effective Date and (B) if Borrower has refinanced the Senior Subordinated Notes at the time of determination, Borrower had had any Refinancing Surplus available to it at all times prior to the date of determination) and for the last day of each of the four fiscal quarters ending prior to such date of Investment, shall not be less than $15,000,000 and prior to such Investment Managing Agent shall have received an Officer's Certificate of Borrower, in non-cash consideration received form and substance satisfactory to Managing Agent, confirming such Excess Availability in connection with any Asset Sale otherwise permitted herebyreasonable detail as of such date and for such dates; (viii) Borrower and its Subsidiaries may make and own Investments deposits maintained as cash collateral by any Person providing processing services with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organizationcredit card transactions; (ix) Borrower and its Subsidiaries may make and own Investments in loans and advances (a) to their respective employees for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $250,000 in the aggregate at any time outstanding, or (b) to their respective employees and to their respective independent sales representatives secured permitted by the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstanding;subsection 7.5; and (x) Borrower may make (A) equity Investments in Operating Subsidiaries for purpose of maintaining the Solvency of any such Subsidiary and (B) other equity Investments in its Subsidiaries may make acquisitions permitted pursuant in an aggregate amount not to subsection 7.7exceed $3,500,000 for all such Subsidiaries; and (xi) Borrower and its Subsidiaries may sell inventory on credit provided that the aggregate amount of Borrower's equity Investment in the ordinary course of businessCanadian Subsidiaries shall not exceed $7,000,000.

Investments; Joint Ventures. Borrower A. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower Company and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower Company and its Subsidiaries may (a) make and continue to own the Investments in any Loan Party, and (b) make and own Investments owned by them as of the Closing Date in any Subsidiaries of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000Company; (iii) Borrower Company and its Wholly Owned North American Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv); (iv) Borrower Company and its Wholly Owned North American Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8and continue to own equity Investments in any Person which, prior to the making of such Investments, is a Wholly Owned North American Subsidiary of Company; (v) Borrower Company and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date and described in Schedule 7.3 7.3A(v) annexed hereto; (vi) Borrower Company and its Subsidiaries may make and own Investments constituting (a) accounts receivable arising in shares the ordinary course of capital stockbusiness, evidence of Indebtedness or other security acquired in consideration for or as evidence of past-due or restructured Accounts in an aggregate face amount of such Accounts at any time not to exceed $500,000; (viib) Borrower and its Subsidiaries may make and own Investments in non-cash consideration received prepaid film rentals, (c) deposits made in connection with any Asset Sale otherwise permitted hereby; (viii) Borrower and its Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation purchase price of goods or limited liability company law of the jurisdiction of such Person's organization; (ix) Borrower and its Subsidiaries may make and own Investments services, in loans and advances (a) to their respective employees for moving, entertainment, travel and other similar expenses each case in the ordinary course of business not or (d) refundable construction advances made with respect to exceed $250,000 the construction of properties that are to be used in the aggregate at business of Company or its Wholly Owned North American Subsidiaries and that are not outstanding more than one year from the date made; provided that any time outstandingInvestments made pursuant to the preceding clause (d) that are not repaid within one year of being made shall be deemed to be Permitted Investments for the purpose of calculating compliance with subsection 7.3A(viii) and subsection 7.7(iii); (vii) Company and its Subsidiaries may make Investments constituting (a) payroll advances, or (b) travel and entertainment advances and (c) relocation loans to their respective officers and employees and to their respective independent sales representatives secured by of Company or any of its Subsidiaries in the pledge ordinary course of shares business; provided, that the aggregate amount of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, Investments permitted under this clause shall not to exceed $1,000,000 2,500,000 or the Equivalent Amount in the aggregate any other currency at any time outstanding; (xviii) Borrower Company and its Wholly Owned North American Subsidiaries may make acquisitions permitted pursuant and continue to subsection 7.7own Permitted Investments and Permitted Acquisitions; provided that Company and its Wholly Owned North American Subsidiaries shall not (a) make Permitted Investments in an aggregate amount (net of the amount of loans, advances and Contingent Obligations constituting Permitted Investments that are repaid, released or cancelled, as the case may be, during the term of this Agreement) in excess of $8,000,000 or the Equivalent Amount in any other currency in any Fiscal Year (the amount of such Permitted Investments made in such Fiscal Year being the "INVESTMENT EXPENDITURE AMOUNT") and (b) make Permitted Acquisitions in any Fiscal Year in an aggregate amount in excess of the difference between (1) $25,000,000 or the Equivalent Amount in any currency and (2) the sum of (A) the Investment Expenditure Amount for such Fiscal Year plus (B) the amount of Consolidated New Build Capital Expenditures for such Fiscal Year (the amount of such Permitted Acquisitions made in such Fiscal Year being the "ACQUISITION EXPENDITURE AMOUNT," and together with the Investment Expenditure Amount, the "INVESTMENT/ACQUISITION EXPENDITURE AMOUNT"); (ix) Company and its Wholly Owned Subsidiaries may make Investments constituting loans and/or advances to Joint Ventures directly owned by any of them in an aggregate amount not to exceed at any time $2,000,000 for the operating needs in the ordinary course of business of such Joint Ventures; (x) Company and its Wholly Owned North American Subsidiaries may make and continue to own Investments in Megabox Cineplex, Inc.; provided that (a) the aggregate amount of such Investments does not exceed $25,000,000 and (b) the sole source of funds for such Investments is Cash common equity contributions to Company by Sponsors; and (xi) Borrower any Off-Balance Sheet Subsidiary may make and continue to own Investments in other Off-Balance Sheet Subsidiaries. provided that the foregoing shall not prohibit any Subsidiary of Company from making dividends or distributions to Company or any Wholly Owned North American Subsidiary of Company; and provided further that any Investment which when made complies with the requirements of the definition of the term Cash Equivalent may continue to be held notwithstanding that such Investment if made thereafter would not comply with such requirements. B. Notwithstanding anything to the contrary contained in subsection 7.3A, Company and its Subsidiaries may sell inventory shall not (i) make any Investment in any Joint Venture if, upon the making of such Investment, such Joint Venture is or becomes a Subsidiary of Company or any of its Subsidiaries or (ii) make any Investment in any Person listed on credit in the ordinary course of business.Schedule 7.3B.

Investments; Joint Ventures. Borrower Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower Company and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower and its Subsidiaries may (a) make and own Investments in any Loan Party, and (b) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000; (iii) Borrower Company and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv); (iviii) Borrower Company and its Subsidiaries may make Consolidated Capital Expenditures acquire and maintain Investments in promissory notes received in consideration of assets or property sold in a transaction permitted under subsection 7.6 PROVIDED the aggregate outstanding principal amount of all such notes does not exceed $5,000,000 at any time and PROVIDED FURTHER that the aggregate principal amount of such notes acquired by subsection 7.8Company and its Subsidiaries does not, in relation to any such sale (whether effected through a single transaction or a series of related transactions) exceed 50% of the fair market value of all consideration received by Company and its Subsidiaries in relation to such sale; (viv) Borrower Company and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date and described in Schedule SCHEDULE 7.3 annexed hereto; (v) Company may make loans and advances to employees and Principal Shareholders for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of business and consistent with past practices provided that the aggregate outstanding amount of such loans and advances shall not at any time exceed $750,000; (vi) Borrower Company and its Subsidiaries may make Permitted Acquisitions; (vii) Company and its Subsidiaries may make Investments in the Company, other wholly owned Subsidiaries and Barter (PROVIDED that the Company owns at least 95% of all equity interests in Barter); (viii) Company and its Subsidiaries may make and own Investments, in addition to the Investments described in shares of capital stock, evidence of Indebtedness or other security acquired in consideration for or as evidence of past-due or restructured Accounts in an aggregate face amount of such Accounts at any time not to exceed $500,000; clauses (i) through (vii) Borrower and its Subsidiaries may make (ix) through (x) of this subsection 7.3, in an amount that does not exceed an aggregate amount of $5,000,000 per fiscal year, and own Investments in non-cash consideration does not exceed a total aggregate amount of $10,000,000 during the term of this Agreement (after giving effect to all payments received in connection with any Asset Sale otherwise permitted hereby; (viii) Borrower and its Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organizationInvestments, whether principal, interest, dividends or otherwise); (ix) Borrower and its Subsidiaries Company may make and own Investments, in addition to Investments described in loans and advances clauses (i) through (viii) of this subsection 7.3; PROVIDED that the only consideration given by Company to make such Investments consists of (a) Company Common Stock and (b) the assumption of liabilities in an outstanding amount (after giving effect to their respective employees for movingall payments received in respect of such Investments, entertainmentwhether principal, travel and other similar expenses in the ordinary course of business not to exceed $250,000 interest, dividends, distributions or otherwise) that does not, in the aggregate for all such Investments, exceed $5,000,000 at any time outstanding, or (b) to their respective employees and to their respective independent sales representatives secured by time; PROVIDED FURTHER that the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) assumption of such stock, not to exceed $1,000,000 in the aggregate at any time outstanding;liabilities is permitted under subsection 7.1; and (x) Borrower and its Subsidiaries Company may make acquisitions permitted pursuant to subsection 7.7; and (xi) Borrower Investments received in connection with the bankruptcy or reorganization of suppliers and its Subsidiaries may sell inventory on credit customers and in the ordinary course settlement of businessdelinquent obligations of, and other disputes with, suppliers and customers.

Investments; Joint Ventures. Borrower Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower Company and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower and its Subsidiaries may (a) make and own Investments in any Loan Party, and (b) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000; (iii) Borrower Company and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv) and may maintain such loans originally incurred pursuant to subsection 7.1(iv); (iviii) Borrower Company and its Subsidiaries may make Consolidated Capital Expenditures permitted in the ordinary course of business with respect to the businesses owned by Company and its Subsidiaries as of the Closing Date and any businesses acquired as the result of any Acquisition in accordance with the provisions of subsection 7.8;7.7(vi); 112 (viv) Borrower Company and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date and described in Schedule 7.3 annexed hereto; (v) Company may continue to own the Investments made in connection with any acquisition consummated on or before the Closing Date pursuant to an Acquisition Agreement; (vi) Borrower Company may make and maintain equity Investments in any wholly-owned Subsidiary of Company or any Person which, upon the making of such Investment, becomes a wholly-owned Subsidiary of Company; (vii) Company's Subsidiaries may make and maintain equity Investments in Company and, to the extent permitted by subsection 7.5, make, maintain and cancel Investments in the Existing Subordinated Notes, the Convertible Preferred Stock and the Exchangeable Preferred Stock; (viii) Company may make and maintain Investments in respect of Interest Rate Agreements to the extent required under subsection 6.10; (ix) Company and its Subsidiaries may make and maintain Investments in bank accounts maintained in any commercial bank in the ordinary course of business; (x) Company may make loans to its officers, directors and employees in connection with the exercise by any such Person of options to purchase, or awards of, capital stock of Company which loans shall bear interest as determined by an executive officer of the Company; provided that (a) the aggregate principal amount of such loans shall not exceed $2,500,000 in the aggregate for all such Persons and (b) to the extent the aggregate principal amount of such loans to any such Person exceeds $1,000,000, the interest rate applicable thereto shall be subject to the prior approval of the Board of Directors of Company; (xi) Company and its Subsidiaries may make Investments pursuant to Acquisitions permitted under subsection 7.7(vi); and (xii) Company and its Subsidiaries may make and own Investments in shares of capital stock, evidence of Indebtedness one or other security acquired in consideration for or as evidence of past-due or restructured Accounts more Joint Ventures in an aggregate face amount of such Accounts at any time not to exceed $500,000; (vii) Borrower and its Subsidiaries may make and own Investments in non-cash consideration received in connection with any Asset Sale otherwise permitted hereby; (viii) Borrower and its Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organization; (ix) Borrower and its Subsidiaries may make and own Investments in loans and advances (a) to their respective employees for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $250,000 in the aggregate at any time outstanding, or (b) to their respective employees and to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstanding; (x) Borrower and its Subsidiaries may make acquisitions permitted pursuant to subsection 7.7; and (xi) Borrower and its Subsidiaries may sell inventory on credit in the ordinary course of business10,000,000.

Investments; Joint Ventures. Borrower The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (ia) Borrower the Company and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (iib) Borrower the Company and its Subsidiaries may (a) make loans and own Investments advances to officers, directors and employees of the Company or any of its Subsidiaries in any Loan Party, and (b) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties in an aggregate principal amount not to exceed $750,00010,000,000 at any time outstanding (i) to finance the purchases of Capital Stock of the Company and (ii) for additional purposes not contemplated by the foregoing clause (i); (iiic) Borrower the Company and its Subsidiaries may make intercompany loans to and own Investments consisting of non-cash proceeds received by the extent Company or any of its Subsidiaries in connection with any Asset Sale or other Disposition permitted under subsection 7.1(iv)Section 7.06 of this Agreement; (ivd) Borrower and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (v) Borrower the Company and its Subsidiaries may continue to own the Investments owned by them as on the Closing Date, and the Company and its Subsidiaries may make and own Investments purchased with the proceeds of the Closing Date and described in Schedule 7.3 annexed heretosale of any Investments permitted under this Agreement; (vie) Borrower the Company and its Subsidiaries may make and own Investments made solely with Capital Stock of the Company; provided that the requirements (if any) of Section 6.09 have been or will be satisfied in accordance with Section 6.09; (f) any (i) Loan Party may make Investments in any other Loan Party, (ii) Subsidiary that is not a Loan Party may make Investments in any other Subsidiary that is not a Loan Party and (iii) Loan Party may make Investments consisting of loans or advances in any Subsidiary that is not a Loan Party to the extent permitted by Section 7.01(c); (g) any Loan Party may make Investments in any Subsidiary that is not a Loan Party to extent necessary in order to satisfy minimum capital or licensing requirements of any Governmental Authority; (h) the Company and its Subsidiaries may make and own Investments in shares of capital stock, evidence of Indebtedness or other security acquired in consideration for or as evidence of past-due or restructured Accounts Joint Ventures in an aggregate face amount of such Accounts at not exceeding $75,000,000 in any time not to exceed $500,000Fiscal Year; (viii) Borrower the Company and its Subsidiaries may make and own Investments in non-cash consideration received National Joint Ventures in connection with an aggregate amount (including the value of any Asset Sale otherwise permitted herebyassets transferred thereto) not exceeding $100,000,000 in any Fiscal Year and $250,000,000 in the aggregate during the term of this Agreement; (viiij) Borrower [reserved]; (k) the Company and its Subsidiaries may make (x) Acquisitions made solely with the Capital Stock of the Company so long as the requirements (if any) of Section 6.09 have been or will be satisfied in accordance with Section 6.09 and own Investments (y) other Acquisitions so long as (i) prior to the consummation of any such Acquisition, the Company shall have delivered to the Administrative Agent (A) financial statements for the Company and its Subsidiaries for the four Fiscal Quarter period most recently ended for which financial statements are available (the “Pro Forma Test Period”), prepared on a pro forma basis as if such Acquisition had been consummated on the first day of the Pro Forma Test Period and which may give effect to the Company’s good faith estimate of any anticipated cost savings or increases as a result of the consummation thereof (as determined on a basis consistent with Article 11 of Regulation S-X of the Securities Act of 1933, as amended, as interpreted by the staff of the Securities and Exchange Commission and other adjustments as contemplated by the definition of Pro Forma Basis), and including, in the case of the Qualified Acquisition, Projections through the Final Maturity Date, and (B) a pro forma Compliance Certificate demonstrating that, on the basis of such pro forma financial statements, the Company would have been in compliance with all financial covenants set forth in Section 7.09 on the last day of the Pro Forma Test Period; provided that, with respect to any obligation the Qualified Acquisition, the requirement to indemnify their respective officers and directors be in compliance with Section 7.09(a) shall be a requirement to be in compliance with the Maximum Total Leverage Ratio as increased by .25 pursuant to the fullest extent permitted by proviso in such Section 7.09 and (ii) the corporation requirements (if any) of Section 6.09 have been or limited liability company law of the jurisdiction of such Person's organizationwill be satisfied in accordance with Section 6.09; (ixl) Borrower the Company and its Subsidiaries may make advances, loans, rebates and own extensions of credit to suppliers, customers and vendors in the ordinary course of business; (m) the Company and its Subsidiaries may receive and hold Investments in loans and advances (a) to their respective employees for moving, entertainment, travel satisfaction or partial satisfaction of obligations owed thereto from financially troubled account debtors and other similar expenses credits to suppliers in the ordinary course of business; (n) the Company and its Subsidiaries may receive and hold Investments received in connection with the bankruptcy or reorganization of any Person and in settlement of obligations of, or other disputes with, any Person arising in the ordinary course of business and upon foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (o) the Loan Parties may make Investments in Excluded Subsidiaries in an aggregate amount for all such Investments under this clause (o) not to exceed $250,000 25,000,000 in any Fiscal Year plus the aggregate at amount of any time outstanding, cash repayment of or (b) to their respective employees and to their respective independent sales representatives secured return on such Investments received by the pledge of shares of Borrower Common Stock made to finance the purchase by Loan Parties in such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstandingFiscal Year; (xp) Borrower the Company and its Subsidiaries may make acquisitions any Investment in a Securitization Subsidiary or any Investment by a Securitization Subsidiary in any other Person in connection with a Securitization Financing permitted pursuant to subsection 7.7by Section 7.01(t), including Investments of funds held in accounts permitted or required by the arrangements governing the Securitization Financing or any related Indebtedness; provided that any Investment in a Securitization Subsidiary is in the form of a purchase money note, contribution of additional Securitization Assets or equity investments; and (xiq) Borrower in addition to Investments otherwise expressly permitted by this Section, the Company and its Subsidiaries may sell inventory on credit make Investments in an aggregate amount not to exceed $50,000,000 an any time outstanding during the ordinary course term of businessthis Agreement.

Investments; Joint Ventures. Borrower ChipPAC shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower ChipPAC and its Subsidiaries may (ax) make and own Investments in any Loan Party, and (b) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000; (iii) Borrower and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv); (iv) Borrower and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (v) Borrower and its Subsidiaries may continue to own the Investments owned by them as of the Closing Restatement Effective Date in any Subsidiaries of ChipPAC, and described (y) make and own additional Investments in Schedule 7.3 annexed heretoany Loan Party; (viii) Borrower ChipPAC and its Subsidiaries may make and own intercompany loans to the extent permitted by subsection 7.1(vi); (iii) ChipPAC and its Subsidiaries may make and own Investments in shares Cash Equivalents; (iv) ChipPAC and its Subsidiaries may make and own Consolidated Capital Expenditures permitted by subsection 7.6D; (v) ChipPAC and its Subsidiaries may make and own Investments consisting of capital stocknotes received in connection with any Asset Sale permitted under subsection 7.7(iv); (vi) ChipPAC and its Subsidiaries may make loans to officers, evidence employees, directors, executives or consultants of Indebtedness ChipPAC and its Subsidiaries (a) in the ordinary course of business for travel, moving, entertainment or other security acquired in consideration for similar expenses, or as evidence of past-due or restructured Accounts (b) otherwise in an aggregate face amount of such Accounts at any time not to exceed $500,0002,000,000 outstanding at any time; (vii) Borrower ChipPAC and its Subsidiaries may make and own Permitted Acquisitions; 131 (viii) ChipPAC and its Subsidiaries may continue to own the Investments described in Schedule 7.3 annexed hereto; ------------ (ix) ChipPAC and its Subsidiaries may make loans and advances to employees, officers, executives or consultants to Company and its Subsidiaries in the ordinary course of business of ChipPAC and its Subsidiaries as presently conducted for the purpose of purchasing capital stock of ChipPAC so long as the proceeds of such loans or advances are used in their entirety to purchase such capital stock; (x) ChipPAC and its Subsidiaries may make and own Investments in non-cash consideration received in connection with any Asset Sale otherwise permitted herebySubsidiaries pursuant to subsection 7.7(vi) or Permitted Acquisitions under subsection 7.7(v) and other Investments owned by entities acquired pursuant to such Permitted Acquisitions to the extent owned as at the time of consummation of such Permitted Acquisitions; (viiixi) Borrower and its Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organization; (ix) Borrower ChipPAC and its Subsidiaries may make and own Investments in loans wholly owned Subsidiaries of ChipPAC consisting of intercompany Indebtedness (other than the Recapitalization Notes, the Malaysian Intercompany Notes and advances the Malaysian Acquisition Note) of such Subsidiaries converted to equity Investments; provided that (a) the underlying -------- intercompany Indebtedness was permitted hereunder at the time of such conversion and (b) up to their respective employees for moving$7,000,000 aggregate principal amount of the ChipPAC Shanghai I Loan may be converted to equity at the time and to the extent required by applicable law so long as (x) Company gives prior notice thereof to the Administrative Agent, entertainment, travel (y) at the time of such conversion no Default or Event of Default shall have occurred and other similar expenses be continuing and (z) Company complies with the applicable provisions of Section 6.11 with respect to the resulting equity interest; (xiii) ChipPAC and its Subsidiaries may consummate the Purchase Transactions; and (xiv) ChipPAC and its Subsidiaries may enter into Interest Rate Agreements entered into pursuant to this Agreement or otherwise in the ordinary course of business its business, and not to exceed $250,000 in the aggregate at any time outstanding, or (b) to their respective employees and to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstanding; (x) Borrower and its Subsidiaries may make acquisitions permitted pursuant to subsection 7.7; and (xi) Borrower and its Subsidiaries may sell inventory on credit in the ordinary course of business.for speculative purposes. 132

Investments; Joint Ventures. Borrower The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (ia) Borrower the Company and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (iib) Borrower the Company and its Subsidiaries may make loans and advances to officers, directors and employees of the Company or any of its Subsidiaries (ai) make and own Investments in any Loan Party, to finance the purchases of Capital Stock of the Company and (bii) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties in an aggregate principal amount not to exceed $750,00010,000,000 at any time outstanding for additional purposes not contemplated by the foregoing clause (a); (iiic) Borrower the Company and its Subsidiaries may make intercompany loans to and own Investments consisting of non-cash proceeds received by the extent Company or any of its Subsidiaries in connection with any Asset Sale permitted under subsection 7.1(iv)this Agreement; (ivd) Borrower and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (v) Borrower the Company and its Subsidiaries may continue to own the Investments owned by them as of on the Closing Date and described in Schedule 7.3 annexed heretothe Company and its Subsidiaries may make and own Investments purchased with the proceeds of the sale of any Investments permitted under this Agreement; (vie) Borrower the Company and its Subsidiaries may make and own Investments made solely with Capital Stock of the Company; (f) any Loan Party may make Investments in any other Loan Party; (g) any Loan Party may make Investments in any Subsidiary that is not a Loan Party to extent necessary in order to satisfy minimum capital or licensing requirements of any Governmental Authority; (h) the Company and its Subsidiaries may make and own Investments in shares any Person in which the Company or any of capital stock, evidence its Subsidiaries has an interest of Indebtedness 50% or other security acquired in consideration for or as evidence of past-due or restructured Accounts less in an aggregate face amount of such Accounts at not exceeding $50,000,000 in any time not to exceed $500,000Fiscal Year; (viii) Borrower the Company and its Subsidiaries may make and own Investments in non-cash consideration National Joint Ventures in an aggregate amount (including the value of any assets transferred thereto) not exceeding $100,000,000 in any Fiscal Year and $250,000,000 in the aggregate; (j) [intentionally omitted]; (k) [intentionally omitted]; (l) the Company and its Subsidiaries may receive and hold Investments in satisfaction or partial satisfaction of obligations owed thereto from financially troubled account debtors and other credits to suppliers in the ordinary course of business; (m) the Company and its Subsidiaries may receive and hold Investments received in connection with the bankruptcy or reorganization of any Asset Sale otherwise permitted hereby; (viii) Borrower Person and its Subsidiaries may make and own Investments with respect to in settlement of obligations of, or other disputes with, any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organization; (ix) Borrower and its Subsidiaries may make and own Investments in loans and advances (a) to their respective employees for moving, entertainment, travel and other similar expenses Person arising in the ordinary course of business not and upon foreclosure with respect to exceed $250,000 in the aggregate at any time outstanding, secured Investment or (b) other transfer of title with respect to their respective employees and to their respective independent sales representatives any secured by the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstandingInvestment; (xn) Borrower the Company and its Subsidiaries may make acquisitions Investments in connection with Acquisitions permitted pursuant to subsection 7.7by Section 7.06(c) or (d); and (xio) Borrower and its the Loan Parties may make Investments in Excluded Subsidiaries may sell inventory in an aggregate amount for all such Investments under this clause (o) not to exceed $25,000,000 in any Fiscal Year plus the aggregate amount of any cash repayment of or return on credit such Investments received by the Loan Parties in the ordinary course of business.such Fiscal Year;

Investments; Joint Ventures. Borrower Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except:: 115 (i) Borrower Company and its Subsidiaries (other than Inactive Subsidiaries) may make and own Investments in Cash and Cash Equivalents; (ii) Borrower Company and its Subsidiaries may (a) make and own Investments in any Loan Party, and (b) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000; (iii) Borrower and its Subsidiaries Subsidiary Guarantor may make intercompany loans to the extent permitted under subsection 7.1(ivsubsections 7.1(iii) and (iv); (iviii) Borrower Company and its Subsidiaries (other than Inactive Subsidiaries) may make Consolidated Capital Expenditures permitted by subsection 7.8; (iv) Company and Merger Sub may consummate the Merger; (v) Borrower Company and its Subsidiaries may continue to own the Investments owned by them as and described on Schedule 7.3 of the Closing Date and described in Schedule 7.3 annexed hereto------------ Company Disclosure Letter; (vi) Borrower Company and its Subsidiaries (other than Inactive Subsidiaries) may make and own Investments in shares of capital stock, evidence of Indebtedness or other security acquired in consideration for or as evidence of pastwholly-due or restructured Accounts in an aggregate face amount of such Accounts at any time not to exceed $500,000owned Subsidiary Guarantors; (vii) Borrower Company and its Subsidiaries (other than Inactive Subsidiaries) may own Investments received in connection with the restructuring or work- out of the obligations of or the bankruptcy of suppliers and customers or received pursuant to a plan of reorganization of any supplier or customer, in each case in settlement of delinquent obligations or disputes with such suppliers or customers; (viii) Company and its Subsidiaries (other than Inactive Subsidiaries) may make and own Investments in Joint Ventures in an aggregate amount not to exceed $5,000,000 at any time; (ix) Company or any of its Subsidiaries (other than Inactive Subsidiaries) may make and own Investments consisting of non-cash consideration received in the form of securities, notes or similar obligations in connection with any an Asset Sale otherwise permitted herebypursuant to subsection 7.7; provided that (a) the aggregate amount of such non-cash -------- consideration received in connection with such Asset Sale shall not exceed 10% of the total consideration received in connection with such Asset Sale and (b) such non-cash consideration is pledged pursuant to the Pledge and Security Agreement; (viiix) Borrower and its Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law Foreign Subsidiary of the jurisdiction of such Person's organization; (ix) Borrower and its Subsidiaries Company may make and own Investments in loans any other Foreign Subsidiary of Company; (xi) Company and advances its Subsidiaries (other than Inactive Subsidiaries) may make Subsequent Acquisitions permitted under subsection 7.7(vi); (xii) any Target who becomes a Subsidiary or who is merged or consolidated into a Subsidiary after the date hereof pursuant to a Subsequent Acquisition permitted by subsection 7.7(vi) may continue to own Investments owned by such Target on the date of such Subsequent Acquisition; provided that (a) such Investment was not incurred in connection with, or anticipation or contemplation of, such Subsequent Acquisition, (b) no Event of Default or Potential Event of Default shall have occurred and be continuing or 116 would occur as a result of such Subsequent Acquisition, and (c) neither Company nor any of its Subsidiaries (other than such Target or the Subsidiary into which such Target is merged or consolidated) shall become liable with respect to their respective employees for moving, entertainment, travel such Investment; and (xiii) Company and Subsidiary Guarantors may make and own Investments in Subsidiaries (other similar expenses than wholly-owned Subsidiary Guarantors and Inactive Subsidiaries) in an aggregate amount (including the ordinary course amount of business any such Investments listed on Schedule 7.3 of the Closing Date Company Disclosure ------------ Letter) not to exceed $250,000 in the aggregate 25,000,000 at any time outstanding, or (b) to their respective employees and to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstanding; (x) Borrower and its Subsidiaries may make acquisitions permitted pursuant to subsection 7.7; and (xi) Borrower and its Subsidiaries may sell inventory on credit in the ordinary course of businesstime.

Investments; Joint Ventures. Borrower The Credit Parties shall not, and shall not permit any of its their respective Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower The Credit Parties and its their respective Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower The Credit Parties and its their respective Subsidiaries may (a) make and continue to own the Investments owned by them as of the Effective Date in any Loan Party, and (b) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000their respective Subsidiaries; (iii) Borrower The Credit Parties and its their respective Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv); (iv) Borrower The Credit Parties and its their respective Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (v) Borrower The Credit Parties and its their respective Subsidiaries may continue make Investments consisting of surety bonds, escrow arrangements, security deposits and like transactions incurred either (a) in the ordinary course of business or (b) in connection with a Permitted Acquisition; (vi) Investments in newly formed Subsidiaries; provided that such Subsidiaries become parties to own the Subsidiary Guaranty and the other Loan Documents to the same extent as the other Subsidiaries of Borrower; (vii) Investments owned by them existing as of the Closing Date and described as set forth in Schedule 7.3 annexed hereto7.3; (viviii) So long as no Event of Default or Potential Event of Default shall have occurred and be continuing, or would result therefrom, Borrower and its Subsidiaries may make and own other Investments; provided that (a) any Cash consideration paid or advanced to make any such Investment, together with all Cash consideration paid or advanced to make all such Investments in shares of capital stockmade pursuant to this clause (viii), evidence of Indebtedness or other security acquired in consideration for or as evidence of past-due or restructured Accounts in an aggregate face amount of such Accounts at any time shall not to exceed $500,000; 10,000,000 in the aggregate, and (viib) Borrower and its Subsidiaries may make and own Investments in the value of any non-cash Cash consideration received in connection paid or advanced to make any such Investment, together with any Asset Sale otherwise permitted hereby; the value of all non-Cash consideration paid or advanced to make all such Investments described under this clause (viii) ), shall not exceed $30,000,000 in the aggregate (it being understood that the value of any such non-Cash consideration shall be determined in good faith by Borrower and its Subsidiaries may at the time such consideration is paid or advanced to make and own Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organizationapplicable Investment); (ix) Borrower and its Subsidiaries may make and own Investments in loans and advances (a) to their respective employees for moving, entertainment, travel and Joint Ventures with other similar expenses radio operators in the ordinary course of business broadcast tower operations in an aggregate amount not to exceed $250,000 in the aggregate at any time outstanding, or (b) to their respective employees 5,000,000; and to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstanding;87 (x) Borrower and its Subsidiaries may make acquisitions Investments with respect to transactions permitted pursuant to subsection 7.7; and (xi) Borrower and its Subsidiaries may sell inventory on credit in the ordinary course of business.

Investments; Joint Ventures. Borrower The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (ia) Borrower the Company and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (iib) Borrower the Company and its Subsidiaries may make loans and advances to officers, directors and employees of the Company or any of its Subsidiaries (ai) make and own Investments in any Loan Party, to finance the purchases of Capital Stock of the Company and (bii) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties in an aggregate principal amount not to exceed $750,00010,000,000 at any time outstanding for additional purposes not contemplated by the foregoing clause (a); (iiic) Borrower the Company and its Subsidiaries may make intercompany loans to and own Investments consisting of non-cash proceeds received by the extent Company or any of its Subsidiaries in connection with any Asset Sale or other Disposition permitted under subsection 7.1(iv)this Agreement; (ivd) Borrower and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (v) Borrower the Company and its Subsidiaries may continue to own the Investments owned by them as of on the Closing Date (including any Investments acquired in connection with the DataQuick/MSB Acquisition) and described in Schedule 7.3 annexed heretothe Company and its Subsidiaries may make and own Investments purchased with the proceeds of the sale of any Investments permitted under this Agreement; (vie) Borrower the Company and its Subsidiaries may make and own Investments made solely with Capital Stock of the Company; (f) any (i) Loan Party may make Investments in any other Loan Party, (ii) Subsidiary that is not a Loan Party may make Investments in any other Subsidiary that is not a Loan Party and (iii) Loan Party may make Investments consisting of loans or advances in any Subsidiary that is not a Loan Party to the extent permitted by Section 7.01(c); (g) any Loan Party may make Investments in any Subsidiary that is not a Loan Party to extent necessary in order to satisfy minimum capital or licensing requirements of any Governmental Authority; (h) the Company and its Subsidiaries may make and own Investments in shares any Person in which the Company or any of capital stock, evidence its Subsidiaries has an interest of Indebtedness 50% or other security acquired in consideration for or as evidence of past-due or restructured Accounts less in an aggregate face amount of such Accounts at not exceeding $75,000,000 in any time not to exceed $500,000Fiscal Year; (viii) Borrower the Company and its Subsidiaries may make and own Investments in non-cash consideration received National Joint Ventures in connection with an aggregate amount (including the value of any Asset Sale otherwise permitted herebyassets transferred thereto) not exceeding $100,000,000 in any Fiscal Year and $250,000,000 in the aggregate; (viiij) Borrower and its Subsidiaries may make and own in addition to Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent otherwise expressly permitted by the corporation or limited liability company law foregoing clause (h) of this Section 7.03, the jurisdiction of such Person's organization; (ix) Borrower Company and its Subsidiaries may make and own Investments in loans Joint Ventures with respect to the Default Business or resulting from any contribution of the Default Business or a portion thereof to a Default Business JV; provided that at the time and advances after giving pro forma effect to such Investment, the Total Leverage Ratio on a Pro Forma Basis shall not be more than 3.50:1.00; (ak) advances, loans, rebates and extensions of credit to their respective employees for movingsuppliers, entertainment, travel customers and vendors in the ordinary course of business; (l) the Company and its Subsidiaries may receive and hold Investments in satisfaction or partial satisfaction of obligations owed thereto from financially troubled account debtors and other similar expenses credits to suppliers in the ordinary course of business; (m) the Company and its Subsidiaries may receive and hold Investments received in connection with the bankruptcy or reorganization of any Person and in settlement of obligations of, or other disputes with, any Person arising in the ordinary course of business not and upon foreclosure with respect to exceed $250,000 in the aggregate at any time outstanding, secured Investment or (b) other transfer of title with respect to their respective employees and to their respective independent sales representatives any secured by the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstandingInvestment; (xn) Borrower the Company and its Subsidiaries may make acquisitions Investments in connection with Acquisitions permitted pursuant by Section 7.06(c) or (d); (o) the Loan Parties may make Investments in Excluded Subsidiaries in an aggregate amount for all such Investments under this clause (o) not to subsection 7.7exceed $25,000,000 in any Fiscal Year plus the aggregate amount of any cash repayment of or return on such Investments received by the Loan Parties in such Fiscal Year; (p) in addition to Investments otherwise expressly permitted by this Section, the Company and its Subsidiaries may make Investments in an aggregate amount (valued at cost) not to exceed $50,000,000 an any time outstanding during the term of this Agreement; and (xiq) Borrower and its Subsidiaries may sell inventory on credit any Investment in a Securitization Vehicle or any Investment by a Securitization Vehicle in any other Person in connection with a Securitization Financing permitted by Section 7.01(v), including Investments of funds held in accounts permitted or required by the arrangements governing the Securitization Financing or any related Indebtedness; provided that any Investment in a Securitization Vehicle is in the ordinary course form of businessa purchase money note, contribution of additional Securitization Assets or equity investments.

Investments; Joint Ventures. Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower and its Subsidiaries may (a) make and own Investments in any Loan Party, and (b) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000; (iii) Borrower and its Subsidiaries may make intercompany loans to the extent permitted under subsection Section 7.1(iv); (iviii) Borrower and its Subsidiaries may make Consolidated Capital Expenditures acquire and maintain Investments in promissory notes received in consideration of assets or property sold in a transaction permitted under Section 7.6 provided the aggregate outstanding principal amount of all such notes does not exceed $5,000,000 at any time and provided further that the aggregate principal amount of such notes acquired by subsection 7.8Borrower and its Subsidiaries does not, in relation to any such sale (whether effected through a single transaction or a series of related transactions) exceed 50% of the fair market value of all consideration received by Borrower and its Subsidiaries in relation to such sale; (viv) Borrower and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date and described in Schedule 7.3 annexed hereto; (v) Borrower may make loans and advances to employees and Principal Shareholder for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of business and consistent with past practices provided that the aggregate outstanding amount of such loans and advances shall not at any time exceed $750,000; (vi) Borrower and its Subsidiaries may make and own Investments in shares of capital stock, evidence of Indebtedness or other security acquired in consideration for or as evidence of past-due or restructured Accounts in an aggregate face amount of such Accounts at any time not to exceed $500,000Permitted Acquisitions; (vii) Borrower and its Subsidiaries may make and own Investments in non-cash consideration received the Borrower, other wholly owned Subsidiaries and Barter (provided that the Borrower owns at least 95% of all equity interests in connection with any Asset Sale otherwise permitted herebyBarter); (viii) Borrower and its Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors Investments, in addition to the fullest extent permitted by Investments described in clauses (i) through (vii) and (ix) through (x) of this Section 7.3, in an amount that does not exceed a total aggregate amount of $10,000,000 during the corporation or limited liability company law term of the jurisdiction this Agreement (after giving effect to all payments received in respect of such Person's organizationInvestments, whether principal, interest, dividends or otherwise); (ix) Borrower and its Subsidiaries may make and own Investments, in addition to Investments described in loans and advances clauses (i) through (viii) of this Section 7.3; provided that the only consideration given by Borrower to make such Investments consists of (a) Borrower Common Stock and (b) the assumption of liabilities in an outstanding amount (after giving effect to their respective employees for movingall payments received in respect of such Investments, entertainmentwhether principal, travel and other similar expenses in the ordinary course of business not to exceed $250,000 interest, dividends, distributions or otherwise) that does not, in the aggregate for all such Investments, exceed $5,000,000 at any time outstanding, or (b) to their respective employees and to their respective independent sales representatives secured by time; provided further that the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) assumption of such stock, not to exceed $1,000,000 in the aggregate at any time outstanding;liabilities is permitted under Section 7.1; and (x) Borrower and its Subsidiaries may make acquisitions permitted pursuant Investments received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, suppliers and customers. Notwithstanding the foregoing, clauses (i) through (x) above shall not apply to subsection 7.7; and (xi) Borrower Oakley Denmark and its Subsidiaries may sell inventory on credit in the ordinary course of businessOakley Holding.

Investments; Joint Ventures. Except as provided in subsections 7.7(i), (ii) or (v) (solely with respect to receipt of non-cash consideration), Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower and its Subsidiaries may (a) make loans and own Investments in any Loan Party, and (b) make and own Investments in any Subsidiaries advances to employees of Borrower that are not Loan Parties for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of business in an aggregate principal amount not to exceed $750,000500,000 at any time outstanding; (iii) Borrower and its Subsidiaries may make and own Investments consisting of any non-cash proceeds received by Borrower or any of its Subsidiaries in connection with any Asset Sale permitted under subsection 7.7(v); (iv) Borrower and its Subsidiaries may continue to own the Investments owned by them and described in Schedule 7.3 annexed hereto; (v) Borrower and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv); (iv) Borrower and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (v) Borrower and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date and described in Schedule 7.3 annexed hereto;; and (vi) Borrower and its Subsidiaries Loan Parties may make and own Investments in shares of capital stock, evidence of Indebtedness or other security acquired in consideration for or as evidence of past-due or restructured Accounts in an aggregate face principal amount of such Accounts at any time not to exceed $500,000; 500,000 at any time outstanding in connection with joint ventures or partnerships with Third Parties for the purpose of establishing stores within stores so long as (viia) a First Priority security interest in such Investments is granted to Administrative Agent, Lenders and L/C Issuer pursuant to one or more Collateral Documents in form and substance reasonably acceptable to Administrative Agent, (b) such joint venture or partnership is engaged in businesses or activities substantially similar, related or incidental to the business of Borrower and its Subsidiaries may make existing Subsidiaries, and own Investments in non-cash consideration received in connection with any Asset Sale otherwise permitted hereby; (viiic) Borrower no Potential Event of Default or Event of Default shall have occurred and its Subsidiaries may make and own Investments with respect be continuing or will occur after giving effect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organization; (ix) Borrower and its Subsidiaries may make and own Investments in loans and advances (a) to their respective employees for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $250,000 in the aggregate at any time outstanding, or (b) to their respective employees and to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstanding; (x) Borrower and its Subsidiaries may make acquisitions permitted pursuant to subsection 7.7; and (xi) Borrower and its Subsidiaries may sell inventory on credit in the ordinary course of businessInvestment.

Investments; Joint Ventures. Borrower and Holdings shall not, and shall not permit any of its their Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower Holdings and its Subsidiaries may make and own Investments in Franchisees, Joint Ventures and Franchise Arrangements in Holdings’ and its Subsidiaries’ ordinary course of business; provided that the amount of additional Investments shall not exceed $20,000,000 in the aggregate per Fiscal Year (the “Annual Investment Amount”); provided that the Annual Investment Amount for any Fiscal Year shall be increased by an amount equal to the excess, if any, of the Annual Investment Amount for the previous Fiscal Year (without giving effect to any adjustment in accordance with this proviso) over the actual amount of such Investments for such Fiscal Year; provided, further that in no event shall the amount of any such increase exceed 50% of the Annual Investment Amount for such previous Fiscal Year (prior to adjustment in accordance with this proviso); (ii) Holdings and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower and its Subsidiaries may (a) make and own Investments in any Loan Party, and (b) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000; (iii) Borrower Holdings and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv); (iv) Borrower and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (viv) Borrower Holdings and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date and described in Schedule 7.3 annexed hereto; (viv) Borrower and its Subsidiaries may make and own Investments in shares of capital stock, evidence of Indebtedness or other security acquired in consideration for or as evidence of past-due or restructured Accounts in an aggregate face amount of such Accounts at any time not to exceed $500,000; (vii) Borrower and its Subsidiaries may make and own Investments in non-cash consideration received in connection with any Asset Sale otherwise permitted hereby; (viii) Borrower Holdings and its Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's ’s organization; (vi) Holdings and its Subsidiaries may make and own Investments which do not require the payment of any Cash or non-cash consideration; (a) Holdings and its Subsidiaries may continue to own the Investments owned by them in any Subsidiaries of Holdings; (b) Holdings, Borrower and the Subsidiary Guarantors may make and own additional equity Investments in Holdings, Borrower and in Subsidiary Guarantors; (c) Subsidiaries which are not Subsidiary Guarantors may make Investments in other Subsidiaries; and (d) Holdings, Borrower and Subsidiary Guarantors may make and own Investments after the date hereof in other Subsidiaries which are not Subsidiary Guarantors which Investments, including intercompany loans made by Holdings, Borrower and Subsidiary Guarantors to Subsidiaries which are not Subsidiary Guarantors pursuant to subsection 7.1(iii), do not exceed $15,000,000 at any time outstanding; (viii) Holdings and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iii); (ix) Borrower Holdings and its Subsidiaries may receive and hold promissory notes and other non-cash consideration received in connection with any Asset Sale permitted by subsection 7.7; and (x) Holdings and its Subsidiaries may make and own Investments in loans and advances (a) to their respective employees for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $250,000 in the aggregate at any time outstanding, or (b) to their respective employees and to their respective independent sales representatives secured securities issued by the pledge Meditrust Exercisable Put Option Securities Trust to the extent owned as of shares of Borrower Common Stock made to finance the purchase Effective Date or as permitted by such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstanding; (x) Borrower and its Subsidiaries may make acquisitions permitted pursuant to subsection 7.7; and (xi) Borrower and its Subsidiaries may sell inventory on credit in the ordinary course of business.7.5B.

Investments; Joint Ventures. No Borrower shall, nor shall not, and shall not any Borrower permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower Company and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower Company and its Subsidiaries may (a1) make and continue to own the Investments in any Loan Party, and (b) make and own Investments owned by them as of the Closing Date in any Subsidiaries of Borrower Company; (2) make Investments after the Closing Date in (a) Westmont Sub and contribute to Westmont Sub the Westmont Excluded Collateral in connection with the incurrence of Indebtedness permitted under subsection 7.1(viii), (b) Sayama Sub and contribute to Sayama Sub the Sayama Excluded Collateral in connection with the incurrence of Indebtedness permitted under subsection 7.1(viii), (c) Xxxx Australasia, (d) Xxxx Services, and (e) Xxxx International and contribute to Xxxx International foreign intangible rights, certain intercompany loans and the assets and liabilities of its German operations; PROVIDED, HOWEVER, that in each case the provisions of subsection 6.8 are not Loan Parties in complied with prior to or at the time of such Investment and that the aggregate amount of all such Investments pursuant to this clause (2) in excess of the described contributions of property and other assets does not to exceed $750,0005,000,000 in the aggregate; and (3) make additional Investments after the Closing Date in such wholly-owned Subsidiaries of up to $5,000,000 in the aggregate for all such additional Investments; (iii) Borrower in addition to the amounts permitted pursuant to subsection 7.3(ii) above, Company and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv7.1(iii); (iv) Borrower and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (v) Borrower Company and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date and described in Schedule SCHEDULE 7.3 annexed hereto; (v) Company may continue to own its Joint Venture interests in Shanghai Rockwell Graphic Systems Co., Ltd. pursuant to the terms of its joint venture contract with Shanghai Printing & Packaging Machinery Co., as in effect on the Closing Date and may make additional Investments after the Closing Date in such Joint Venture of up to $7,500,000; (vi) Borrower Company and its Subsidiaries may make and maintain Investments in non-cash proceeds of Asset Sales in accordance with the provisions of subsection 7.7(iv); (vii) Company and its Subsidiaries may make and maintain investments received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers, in each case arising in the ordinary course of business; (viii) Company and its Subsidiaries may make and maintain Investments with respect to Secured Customer Financing Arrangements; PROVIDED that the aggregate outstanding amount of such Secured Customer Financing Arrangements made after the Closing Date PLUS the aggregate outstanding amount of Contingent Obligations with respect to Customer Financing Note Guaranties provided after the Closing Date under subsection 7.4(viii)(b) does not exceed $30,000,000 at any time; and (ix) Company and its Subsidiaries may make and own other Investments in shares of capital stock, evidence of Indebtedness or other security acquired in consideration for or as evidence of past-due or restructured Accounts in an aggregate face amount of such Accounts not to exceed at any time not to exceed $500,000; (vii) Borrower and its Subsidiaries may make and own Investments in non-cash consideration received in connection with any Asset Sale otherwise permitted hereby; (viii) Borrower and its Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organization; (ix) Borrower and its Subsidiaries may make and own Investments in loans and advances (a) to their respective employees for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $250,000 in the aggregate at any time outstanding, or (b) to their respective employees and to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstanding; (x) Borrower and its Subsidiaries may make acquisitions permitted pursuant to subsection 7.7; and (xi) Borrower and its Subsidiaries may sell inventory on credit in the ordinary course of business1,000,000.

Investments; Joint Ventures. Borrower The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower a. the Company and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower b. the Company and its Subsidiaries may (a) make loans and own Investments advances to officers, directors and employees of the Company or any of its Subsidiaries in any Loan Party, and (b) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties in an aggregate principal amount not to exceed $750,00010,000,000 at any time outstanding (i) to finance the purchases of Capital Stock of the Company and (ii) for additional purposes not contemplated by the foregoing clause (i); (iii) Borrower c. the Company and its Subsidiaries may make intercompany loans to and own Investments consisting of non-cash proceeds received by the extent Company or any of its Subsidiaries in connection with any Asset Sale or other Disposition permitted under subsection 7.1(iv)Section 7.06 of this Agreement; (iv) Borrower and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (v) Borrower d. the Company and its Subsidiaries may continue to own the Investments owned by them as on the Closing Date, and the Company and its Subsidiaries may make and own Investments purchased with the proceeds of the Closing Date and described in Schedule 7.3 annexed heretosale of any Investments permitted under this Agreement; e. the Company and its Subsidiaries may make and own Investments made solely with Capital Stock of the Company; provided that the requirements (viif any) Borrower of Section 6.09 have been or will be satisfied in accordance with Section 6.09; f. any (i) Loan Party may make Investments in any other Loan Party, (ii) Subsidiary that is not a Loan Party may make Investments in any other Subsidiary that is not a Loan Party and (iii) Loan Party may make Investments consisting of loans or advances in any Subsidiary that is not a Loan Party to the extent permitted by Section 7.01(c); g. any Loan Party may make Investments in any Subsidiary that is not a Loan Party to extent necessary in order to satisfy minimum capital or licensing requirements of any Governmental Authority; h. the Company and its Subsidiaries may make and own Investments in shares of capital stock, evidence of Indebtedness or other security acquired in consideration for or as evidence of past-due or restructured Accounts Joint Ventures in an aggregate face amount of such Accounts at not exceeding $75,000,000 in any time not to exceed $500,000Fiscal Year; (vii) Borrower i. the Company and its Subsidiaries may make and own Investments in non-cash consideration received National Joint Ventures in connection with an aggregate amount (including the value of any Asset Sale otherwise permitted herebyassets transferred thereto) not exceeding $100,000,000 in any Fiscal Year and $250,000,000 in the aggregate during the term of this Agreement; (viii) Borrower j. [reserved]; k. the Company and its Subsidiaries may make (x) Acquisitions made solely with the Capital Stock of the Company so long as the requirements (if any) of Section 6.09 have been or will be satisfied in accordance with Section 6.09 and own Investments (y) other Acquisitions so long as (i) prior to the consummation of any such Acquisition, the Company shall have delivered to the Administrative Agent (A) (other than in the case of the Mercury Acquisition) financial statements for the Company and its Subsidiaries for the four Fiscal Quarter period most recently ended for which financial statements are available (the “Pro Forma Test Period”), prepared on a pro forma basis as if such Acquisition had been consummated on the first day of the Pro Forma Test Period and which may give effect to the Company’s good faith estimate of any anticipated cost savings or increases as a result of the consummation thereof (as determined on a basis consistent with Article 11 of Regulation S-X of the Securities Act of 1933, as amended, as interpreted by the staff of the Securities and Exchange Commission and other adjustments as contemplated by the definition of Pro Forma Basis), and including, in the case of the Qualified Acquisition, Projections through the Final Maturity Date, and (B) a pro forma Compliance Certificate demonstrating that, on the basis of pro forma financial statements, the Company would have been in compliance with all financial covenants set forth in Section 7.09 on the last day of the Pro Forma Test Period; provided that, with respect to any obligation the Qualified Acquisition, the requirement to indemnify their respective officers and directors be in compliance with Section 7.09(a) shall be a requirement to be in compliance with the Maximum Total Leverage Ratio as increased by .25 pursuant to the fullest extent permitted by proviso in such Section 7.09 and (ii) the corporation requirements (if any) of Section 6.09 have been or limited liability company law of the jurisdiction of such Person's organizationwill be satisfied in accordance with Section 6.09; (ix) Borrower l. the Company and its Subsidiaries may make advances, loans, rebates and own extensions of credit to suppliers, customers and vendors in the ordinary course of business; m. the Company and its Subsidiaries may receive and hold Investments in loans and advances (a) to their respective employees for moving, entertainment, travel satisfaction or partial satisfaction of obligations owed thereto from financially troubled account debtors and other similar expenses credits to suppliers in the ordinary course of business; n. the Company and its Subsidiaries may receive and hold Investments received in connection with the bankruptcy or reorganization of any Person and in settlement of obligations of, or other disputes with, any Person arising in the ordinary course of business and upon foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; o. the Loan Parties may make Investments in Excluded Subsidiaries in an aggregate amount for all such Investments under this clause (o) not to exceed $250,000 25,000,000 in any Fiscal Year plus the aggregate at amount of any time outstanding, cash repayment of or (b) to their respective employees and to their respective independent sales representatives secured return on such Investments received by the pledge of shares of Borrower Common Stock made to finance the purchase by Loan Parties in such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstandingFiscal Year; (x) Borrower p. the Company and its Subsidiaries may make acquisitions any Investment in a Securitization Subsidiary or any Investment by a Securitization Subsidiary in any other Person in connection with a Securitization Financing permitted pursuant by Section 7.01(t), including Investments of funds held in accounts permitted or required by the arrangements governing the Securitization Financing or any related Indebtedness; provided that any Investment in a Securitization Subsidiary is in the form of a purchase money note, contribution of additional Securitization Assets or equity investments; and q. in addition to subsection 7.7; and (xi) Borrower Investments otherwise expressly permitted by this Section, the Company and its Subsidiaries may sell inventory on credit make Investments in an aggregate amount not to exceed $50,000,000 an any time outstanding during the ordinary course term of businessthis Agreement.

Investments; Joint Ventures. Borrower Borrowers shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower Company and its Restricted Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower Company and its Subsidiaries may (a) make and own Investments in any Loan Party, and (b) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000; (iii) Borrower and its Restricted Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv6.1(v); (iii) Company and its Restricted Subsidiaries may continue to own the Investments owned by them and described on Schedule 6.3 annexed hereto; (iv) Borrower Company and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (v) Borrower and its Restricted Subsidiaries may continue to own the Investments owned by them as of the Closing Date (after giving effect to the Restructuring) in any Subsidiaries of Company; (v) Company and described its Restricted Subsidiaries may make additional Investments in Schedule 7.3 annexed heretoRestricted Subsidiaries; (vi) Borrower Company and its Restricted Subsidiaries may make and own Telecommunications Acquisitions to the extent permitted by subsection 6.9; (vii) Company and its Restricted Subsidiaries may make and own Investments in shares of capital stockUnrestricted Subsidiaries, evidence of Indebtedness Joint Ventures or other security acquired in consideration for or as evidence of past-due or restructured Accounts in an Persons; provided that the aggregate face amount of such Accounts Investments does not exceed $20,000,000 at any time not to exceed $500,000time; (viiviii) Borrower Company and its Restricted Subsidiaries may make loans and own advances to members of management of Company, provided that the aggregate amount of such management loans outstanding shall not exceed $2,200,000 at any time; and (ix) Company and its Restricted Subsidiaries may make Investments in non-cash consideration consisting of notes received in connection with any Asset Sale otherwise permitted hereby; (viii) Borrower and its Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organization; (ix) Borrower and its Subsidiaries may make and own Investments in loans and advances (a) to their respective employees for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $250,000 in the aggregate at any time outstanding, or (b) to their respective employees and to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstanding; (x) Borrower and its Subsidiaries may make acquisitions permitted pursuant to subsection 7.76.7; and (xi) Borrower provided that in each case the principal amount of such notes received shall not exceed 25% of the total consideration received for the assets or property sold in such Asset Sale and its Subsidiaries may sell inventory on credit any promissory note or notes received in connection with any single Asset Sale or series of related Asset Sales in excess of $200,000 shall be pledged to Administrative Agent, for the ordinary course benefit of businessLenders, to secure the Obligations.

Investments; Joint Ventures. Borrower The Credit Parties shall not, and shall not permit any of its their respective Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower The Credit Parties and its their respective Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower The Credit Parties and its their respective Subsidiaries may (a) make and continue to own the Investments owned by them as of the Closing Date in any Loan Party, and (b) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000their respective Subsidiaries; (iii) Borrower The Credit Parties and its their respective Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv); (iv) The Credit Parties and their respective Subsidiaries may make Consolidated Capital Expenditures not prohibited hereunder; (v) The Credit Parties and their respective Subsidiaries may make Investments consisting of surety bonds, escrow arrangements, security deposits and like transactions incurred either (a) in the ordinary course of business or (b) in connection with a Permitted Acquisition; (vi) Investments in newly formed Subsidiaries; provided that such Subsidiaries become parties to the Subsidiary Guaranty and the other Loan Documents to the same extent as the other Subsidiaries of Borrower; (vii) Investments existing as of the Closing Date as set forth in Schedule 7.3; (viii) So long as no Event of Default or Potential Event of Default shall have occurred and be continuing, or would result therefrom, Borrower and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; other Investments; provided that (va) Borrower any Cash consideration paid or advanced to make any such Investment, together with all Cash consideration paid or advanced to make all such Investments made pursuant to this clause (viii), shall not exceed Ten Million Dollars ($10,000,000) in the aggregate, and its Subsidiaries may continue to own (b) the Investments owned by them as value of the Closing Date and described in Schedule 7.3 annexed hereto; (vi) Borrower and its Subsidiaries may make and own Investments in shares of capital stock, evidence of Indebtedness or other security acquired in consideration for or as evidence of past-due or restructured Accounts in an aggregate face amount of such Accounts at any time not to exceed $500,000; (vii) Borrower and its Subsidiaries may make and own Investments in non-cash Cash consideration received in connection paid or advanced to make any such Investment, together with any Asset Sale otherwise permitted hereby; the value of all non-Cash consideration paid or advanced to make all such Investments described under this clause (viii), shall not exceed Fifteen Million Dollars ($15,000,000) in the aggregate (it being understood that the value of any such non-Cash consideration shall be determined in good faith by Borrower and its Subsidiaries may at the time such consideration is paid or advanced to make and own Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organizationapplicable Investment); (ix) Borrower and its Subsidiaries may make and own Investments in loans and advances (a) to their respective employees for moving, entertainment, travel and Joint Ventures in radio broadcast operations or other similar expenses businesses reasonably related thereto in the ordinary course of business an aggregate amount not to exceed Five Million Dollars ($250,000 in the aggregate at any time outstanding, or (b) to their respective employees and to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstanding;5,000,000); and (x) Borrower and its Subsidiaries may make acquisitions Investments with respect to transactions permitted pursuant to subsection 7.7; and (xi) Borrower and its Subsidiaries may sell inventory on credit in the ordinary course of business.

Investments; Joint Ventures. Borrower Parent shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower Subject to subsection 8.15, Parent and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower and its Subsidiaries may (a) own and make and own equity Investments in any Loan Party, and (b) make and own Investments in any Subsidiaries Subsidiary of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000Borrower; (iii) Borrower and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv); (iv) Borrower and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (v) Borrower and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date and described in Schedule 7.3 annexed hereto; (vi) Borrower and its Subsidiaries may make and own Investments in shares of capital stock, evidence of Indebtedness or other security acquired in consideration for or as evidence of past-due or restructured Accounts in an aggregate face amount of such Accounts at any time not to exceed $500,000consummate the Acquisition; (vii) Borrower and its Subsidiaries may make loans and own Investments advances to employees in non-cash consideration received the ordinary course of the business of Borrower and its Subsidiaries as presently conducted in connection with an aggregate principal amount not to exceed $500,000 at any Asset Sale otherwise permitted herebytime outstanding; provided that any such loans shall be evidenced by a promissory note and pledged to Administrative Agent pursuant to the Borrower Pledge Agreement or applicable Subsidiary Pledge Agreement, as the case may be; (viii) Borrower and its Subsidiaries may make loans to employees for the purpose of selling equity securities of Borrower to such employees in an aggregate principal amount not to exceed $500,000 at anytime outstanding; provided that such loans shall be evidenced by a promissory note and own Investments with respect pledged to any obligation to indemnify their respective officers and directors Administrative Agent pursuant to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organizationBorrower Pledge Agreement; (ix) Borrower and its Subsidiaries may make and own Investments in loans and advances (a) consisting of Contingent Obligations to their respective employees for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $250,000 in the aggregate at any time outstanding, or (b) to their respective employees and to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstandingextent permitted under subsection 7.4; (x) Borrower and its Subsidiaries may make acquisitions and own other Investments to the extent permitted pursuant to under subsection 7.7; and (xi) Borrower and its Subsidiaries Parent may sell inventory on credit in make Investments consisting of repurchases of equity Securities of Parent to the ordinary course of businessextent permitted under subsection 7.5.

Investments; Joint Ventures. Borrower Parent shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower Subject to subsection 8.15, Parent and its Subsidiaries may make and own Investments in Cash and Cash Equivalents;; 118 (ii) Borrower and its Subsidiaries may (a) own and make and own equity Investments in any Loan Party, and (b) make and own Investments in any Subsidiaries Subsidiary of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000Borrower; (iii) Borrower and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv); (iv) Borrower and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (v) Borrower and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date and described in Schedule 7.3 annexed hereto; (vi) Borrower may continue to own Investments with respect to the Acquisition; (vii) Parent and its Subsidiaries may make loans and own Investments advances to employees in shares the ordinary course of capital stock, evidence the business of Indebtedness or other security acquired in consideration for or Parent and its Subsidiaries as evidence of past-due or restructured Accounts presently conducted in an aggregate face principal amount of such Accounts at any time not to exceed $500,000500,000 at any time outstanding; provided that any such loans shall be evidenced by a promissory note and pledged to Administrative Agent pursuant to the Parent Pledge Agreement, the Borrower Pledge Agreement or applicable Subsidiary Pledge Agreement, as the case may be; (viiviii) Borrower Parent and its Subsidiaries may make loans to employees for the purpose of selling equity securities of Parent to such employees in an aggregate principal amount not to exceed $500,000 at anytime outstanding; provided that such loans shall be evidenced by a promissory note and own Investments in non-cash consideration received in connection with any Asset Sale otherwise permitted hereby; (viii) Borrower and its Subsidiaries may make and own Investments with respect pledged to any obligation to indemnify their respective officers and directors Administrative Agent pursuant to the fullest extent permitted by Parent Pledge Agreement, the corporation Borrower Pledge Agreement or limited liability company law of applicable Subsidiary Pledge Agreement, as the jurisdiction of such Person's organizationcase may be; (ix) Borrower and its Subsidiaries may make and own Investments in loans and advances (a) consisting of Contingent Obligations to their respective employees for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $250,000 in the aggregate at any time outstanding, or (b) to their respective employees and to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstandingextent permitted under subsection 7.4; (x) Borrower and its Subsidiaries may make acquisitions and own other Investments to the extent permitted pursuant to under subsection 7.7; and (xi) Borrower and its Subsidiaries Parent may sell inventory on credit in make Investments consisting of repurchases of equity Securities of Parent to the ordinary course of businessextent permitted under subsection 7.5.

Investments; Joint Ventures. No Borrower shall, nor shall not, and shall not any Borrower permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower Company and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower Company and its Subsidiaries may (a1) continue to own the Investments owned by them as of the Effective Date in Borrowers; (2) make and own Investments in any Loan Party(a) Westmont Sub, (b) Sayama Sub, (c) Xxxx Graphics Systems Australasia PTY Limited, a corporation organized under the laws of Australia and a wholly- owned Subsidiary of Company, (d) Xxxx Services Corporation, a corporation organized under the laws of Delaware and a wholly- owned Subsidiary of Company, and (be) Xxxx International, Inc., a corporation organized under the laws of Delaware and a wholly- owned Subsidiary of Company; PROVIDED, HOWEVER, that in each case the provisions of subsection 6.8 are complied with prior to or at the time of such Investment and that the aggregate amount of all such Investments pursuant to this clause (2) in excess of the above-described contributions of property and other assets does not exceed $5,000,000 in the aggregate; and (3) make and own additional Investments in such wholly-owned Subsidiaries or any other Person or Persons that after giving effect thereto are or will be a wholly-owned Subsidiary of the Company or any of its other Subsidiaries of Borrower that are not Loan Parties up to $5,000,000 in the aggregate amount not to exceed $750,000for all such additional Investments; (iii) Borrower in addition to the amounts permitted pursuant to subsection 7.3(ii), Company and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv7.1(iii); (iv) Borrower Company and its Subsidiaries may continue to own the Investments owned by them and described in SCHEDULE 7.3 annexed hereto; (v) Company may continue to own its Joint Venture interests in Shanghai Xxxx Graphic Systems Co., Ltd. pursuant to the terms of its joint venture contract with Shanghai Printing & Packaging Machinery Co., as in effect on the Closing Date, and may make additional Investments in such Joint Venture of up to $7,500,000 in the aggregate; (vi) Company may continue to own the Investments owned by it in DALiM GmbH, a German corporation, as of the Effective Date, and may make additional Investments in DALiM GmbH of up to $2,500,000 in the aggregate; PROVIDED that such additional Investments shall concurrently increase Company's equity interest in DALiM to 20% or more; 129 (vii) Company and its Subsidiaries may make and maintain Investments in non-cash proceeds of Asset Sales in accordance with the provisions of subsection 7.7(v); (viii) Company and its Subsidiaries may make and maintain investments received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers, in each case arising in the ordinary course of business; (ix) Company and its Subsidiaries may make and maintain Investments with respect to Secured Customer Financing Arrangements; PROVIDED that the aggregate outstanding amount of such Secured Customer Financing Arrangements made after the Closing Date PLUS, without duplication, the aggregate outstanding amount of Contingent Obligations with respect to Customer Financing Note Guaranties provided after the Closing Date under subsection 7.4(ix)(b) does not exceed $30,000,000 at any time; (x) Company and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8;; and (vxi) Borrower and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date and described in Schedule 7.3 annexed hereto; (vi) Borrower Company and its Subsidiaries may make and own other Investments in shares of capital stock, evidence of Indebtedness or other security acquired in consideration for or as evidence of past-due or restructured Accounts in an aggregate face amount of such Accounts not to exceed at any time not to exceed $500,000; (vii) Borrower and its Subsidiaries may make and own Investments in non-cash consideration received in connection with any Asset Sale otherwise permitted hereby; (viii) Borrower and its Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organization; (ix) Borrower and its Subsidiaries may make and own Investments in loans and advances (a) to their respective employees for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $250,000 in the aggregate at any time outstanding, or (b) to their respective employees and to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstanding; (x) Borrower and its Subsidiaries may make acquisitions permitted pursuant to subsection 7.7; and (xi) Borrower and its Subsidiaries may sell inventory on credit in the ordinary course of business1,000,000.

Investments; Joint Ventures. Borrower Holdings shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower Holdings and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower and its Foreign Subsidiaries of Holdings may (a) make and own Investments in any Loan Party, and (b) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000Foreign Cash Equivalents; (iii) Borrower Holdings may continue to own the Investments owned by it as of the Closing Date in Company, and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv); (iv) Borrower and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (v) Borrower Company and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date in any Subsidiaries of Company and described make additional Investments in Schedule 7.3 annexed heretosuch Subsidiaries that are Subsidiary Guarantors; (iv) Holdings and its Subsidiaries may own Investments in their respective Subsidiaries to the extent that such Investments reflect an increase in the value of such Subsidiaries; (v) Company and its Subsidiaries may make intercompany loans to the extent permitted under subsections 7.1(iv) and 7.1(v); (vi) Borrower Company and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (vii) Company and its Subsidiaries may continue to own the Investments owned by them and described in Schedule 7.3(vii) annexed ----------------- hereto; (viii) Company and its Subsidiaries may make loans and advances to employees, officers, executives or consultants to Company and its Subsidiaries in the ordinary course of business of Company and its Subsidiaries as presently conducted for the purpose of purchasing capital stock of Holdings so long as no cash is paid by Holdings or any of its Subsidiaries in connection with the acquisition of such capital stock; (ix) Company and its Subsidiaries may acquire and hold receivables owing to it, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms (including the dating of receivables) of Company or any such Subsidiary; (x) Company and its Subsidiaries may acquire and own Investments (including debt obligations) received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business; 128 (xi) Company and its Subsidiaries may make and own Investments consisting of deposits made in the ordinary course of business consistent with past practices to secure the performance of leases; (xii) Holdings may make equity contributions to the capital of Company; (xiii) Company and its Domestic Subsidiaries may make and own Investments consisting of cash capital contributions (in addition to cash contributions made prior to the Closing Date and set forth on Schedule -------- 7.3(xiii) annexed hereto) to Foreign Subsidiaries of Company, or the --------- capitalization or forgiveness of any Indebtedness owed to them by a Foreign Subsidiary and outstanding under subsection 7.1(v); provided that the sum -------- of (x) aggregate amount of such contributions, capitalization and forgiveness made after the Closing Date, plus (y) the aggregate outstanding ---- principal amount of Indebtedness of the type permitted under subsection 7.1(v), shall not exceed the amounts set forth in subsection 7.1(v) at the times set forth therein; (xiv) Company and its Subsidiaries may make and own Investments in shares Subsidiaries acquired pursuant to Permitted Acquisitions under subsection 7.7(xiv); (xv) Company and its Subsidiaries may make and own Investments consisting of capital stock, evidence notes received in connection with any Asset Sale limited to 20% of Indebtedness or other security acquired the total sale price of the assets sold in consideration for or as evidence of past-due or restructured Accounts in an such Asset Sale; provided -------- that the aggregate face principal amount of such Accounts notes at any time outstanding shall not to exceed $500,0005,000,000; (viixvi) Borrower Company and its Subsidiaries may make and own Investments in non-cash consideration received any Person which (a) (1) result in connection with any Asset Sale otherwise permitted herebythe creation of an account arising in the ordinary course of Company's or such Subsidiary's business or (2) result from the restructure, reorganization or similar composition of trade account obligations which arose in the ordinary course of business and which are owing to Company or such Subsidiary from financially distressed debtors, and (b) are, in each case, subject to the Lien in favor of Collateral Agent under the Collateral Documents; (viiixvii) Borrower Holdings and its Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers permitted under subsection 7.7(xi), 7.7(xii) and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organization7.7(xiii); (ixxviii) Borrower Company and its Subsidiaries may make and own the Investments described in Schedule 7.3(xviii) annexed hereto; provided that the ------------------- -------- aggregate amount of such Investments shall not exceed $5,000,000; (xix) Company and its Subsidiaries may make and own Investments in loans and advances (a) to their respective employees for moving, entertainment, travel and other similar expenses in the ordinary course wholly owned Domestic Subsidiaries of business not to exceed $250,000 in the aggregate at any time outstanding, or (b) to their respective employees and to their respective independent sales representatives secured by the pledge Company consisting of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) intercompany Indebtedness of such stockSubsidiaries converted to equity Investments, not to exceed $1,000,000 in provided -------- that the aggregate underlying intercompany Indebtedness was permitted hereunder at any the time outstanding;of such conversion; 129 (xxx) Borrower Company and its Subsidiaries may make acquisitions and own Investments not otherwise permitted pursuant under this subsection 7.3 so long as immediately prior to subsection 7.7the making of each such Investment the Excess Proceeds Amount exceeds the amount of such Investment being made; and (xixxi) Borrower Company and its Subsidiaries may sell inventory on credit make and own other Investments in the ordinary course of businessan aggregate amount not to exceed at any time $10,000,000.

Investments; Joint Ventures. Borrower Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower Company and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower Company and its Subsidiaries may (a) make and continue to own the Investments in any Loan Party, and (b) make and own Investments owned by them as of the Closing Date in any Subsidiaries of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000Company; (iii) Borrower Company and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv); (iv) Borrower Company and its Subsidiaries may make Consolidated Capital 111 Expenditures permitted by subsection 7.8; (v) Borrower Company and its Subsidiaries may make Investments as required to consummate Permitted Acquisitions permitted under subsection 7.7(vi) and the World Medical Acquisition; (vi) Company and its Subsidiaries may continue to own the Investments and proposed Investments owned by them as of the Closing Date and described in Schedule 7.3 annexed hereto; (vivii) Borrower Company and its Subsidiaries may make and own other Investments in an aggregate amount not to exceed $10,000,000 at any time outstanding; (viii) Company and its Subsidiaries may make and own Investments in shares of capital stock, evidence of Indebtedness or other security acquired in consideration for or as evidence of past-due or restructured Accounts in an aggregate face amount of such Accounts at any time not to exceed $500,00020,000,000 at any time outstanding consisting of any deferred portion of the sales price received by Company or its Subsidiaries in connection with any Asset Sale permitted under subsection 7.7(v); (viiix) Borrower Company or any of its Subsidiaries may make and own Investments in respect of Securities of another Person received by Company or such Subsidiary in connection with a plan of reorganization of such Person or a readjustment of its debt; (x) Company and its Subsidiaries may make and own Investments in non-cash consideration received Joint Ventures in connection with any Asset Sale otherwise permitted hereby; (viii) Borrower and its Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors to an aggregate amount not exceeding the fullest extent permitted by the corporation or limited liability company law lesser of the jurisdiction of such Person's organization; (ix) Borrower and its Subsidiaries may make and own Investments in loans and advances (a) to their respective employees for moving, entertainment, travel Retained Excess Cash Flow at the time of such Investment and other similar expenses in the ordinary course of business not to exceed $250,000 in the aggregate at any time outstanding, or (b) to their respective employees and to their respective independent sales representatives secured by $50,000,000, each as determined on a cumulative basis from the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstanding; (x) Borrower and its Subsidiaries may make acquisitions permitted pursuant to subsection 7.7Closing Date; and (xi) Borrower and its Subsidiaries Company may sell inventory on credit make loans to employees in connection with the ordinary course purchase of businessthe stock of Company by such employees pursuant to the terms of employment agreements of such employees in an aggregate amount not to exceed $2,000,000 in any Fiscal Year.

Investments; Joint Ventures. Borrower Holdings shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower and its Subsidiaries may (a) make and own Investments in any Loan PartyPersons that are, and (b) make and own Investments in any at the time of such Investments, domestic Subsidiaries of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000Borrower; (iii) Borrower and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv7.1(viii); (iv) Borrower and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (v) Borrower and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date and described in Schedule 7.3 annexed hereto; (v) Holdings may continue to own the Investment owned by it as of the Closing Date in Borrower; (vi) Borrower and its Subsidiaries may make and own Investments in shares of capital stock, evidence of Indebtedness or other security acquired in consideration for or as evidence of past-due or restructured Accounts in an aggregate face amount of such Accounts at any time not to exceed $500,000which constitute Permitted Acquisitions permitted under subsection 7.7(v); (vii) Borrower and its Subsidiaries may make and own other Investments in non-cash consideration received in connection with an aggregate amount not to exceed at any Asset Sale otherwise permitted herebytime $1,000,000; (viii) Borrower and its Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law arising out of the jurisdiction receipt by Borrower or any of its Subsidiaries of non-cash consideration for any sale of assets permitted under subsection 7.7; provided that such Person's organizationconsideration (if the stated amount or value thereof is in excess of $200,000) is pledged upon receipt to Administrative Agent; (ix) Borrower and its Subsidiaries may make and own Investments in loans and advances (a) to their respective employees for moving, entertainment, travel and other similar expenses in the ordinary course of business Borrower or its Subsidiaries not to exceed $250,000 1,500,000 in the aggregate at any time outstanding, or (b) to their respective employees ; and to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstanding;EXECUTION 104 (x) Borrower and its Subsidiaries may make acquisitions permitted pursuant to subsection 7.7; and and own Investments in respect of (xia) Borrower accounts receivable arising and its Subsidiaries may sell inventory on trade credit granted in the ordinary course of businessbusiness and any securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss and (b) prepayments and other credits to suppliers made in the ordinary course of business consistent with the past practices of Borrower and its Subsidiaries.

Investments; Joint Ventures. Borrower Holdings shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower Holdings and its Subsidiaries may make and own Investments in Cash Equivalents and, to the extent acquired and held in the ordinary course of business, Foreign Cash Equivalents; (ii) Foreign Subsidiaries of Holdings may make and own Investments in Foreign Cash Equivalents and Cash Equivalents; (iii) Holdings may continue to own the Investments owned by it as of the Restatement Effective Date in Borrower, and Borrower and its Subsidiaries may (a) make and continue to own the Investments in any Loan Party, and (b) make and own Investments owned by them as of the Restatement Effective Date in any Subsidiaries of Borrower and make additional Investments in Subsidiaries of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000U.S. Subsidiary Guarantors; (iiiiv) Holdings and its Subsidiaries may own Investments in their respective Subsidiaries to the extent that such Investments reflect an increase in the value of such Subsidiaries; (v) Borrower and its Subsidiaries may make intercompany loans to the extent permitted under subsection subsections 7.1(iv) and 7.1(v); (ivvi) Borrower and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (vvii) Borrower and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date and described in Schedule 7.3 7.3(vii) annexed hereto; (viviii) Holdings, Borrower and its Subsidiaries may make loans and advances to employees, officers, executives or consultants to Borrower and its Subsidiaries in the ordinary course of business of Borrower (subject to applicable law) and its respective Subsidiaries as presently conducted for the purpose of purchasing capital stock of Holdings, so long as the aggregate principal amount of such loans and advances outstanding at any time shall not exceed $10,000,000; (ix) Borrower and its Subsidiaries may acquire and hold receivables owing to them, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms (including the dating of receivables) of Borrower or such Subsidiary; (x) Borrower and its Subsidiaries may acquire and own Investments (including debt obligations) received in connection with the bankruptcy or reorganization of Franchisees, suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business; (xi) Borrower and its Subsidiaries may make and own Investments in shares consisting of capital stock, evidence of Indebtedness or other security acquired in consideration for or as evidence of past-due or restructured Accounts in an aggregate face amount of such Accounts at any time not to exceed $500,000; (vii) Borrower and its Subsidiaries may make and own Investments in non-cash consideration received in connection with any Asset Sale otherwise permitted hereby; (viii) Borrower and its Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organization; (ix) Borrower and its Subsidiaries may make and own Investments in loans and advances (a) to their respective employees for moving, entertainment, travel and other similar expenses deposits made in the ordinary course of business not consistent with past practices to exceed $250,000 in secure the aggregate at any time outstanding, or (b) to their respective employees and to their respective independent sales representatives secured by the pledge performance of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstandingleases; (x) Borrower and its Subsidiaries may make acquisitions permitted pursuant to subsection 7.7; and (xi) Borrower and its Subsidiaries may sell inventory on credit in the ordinary course of business.

Investments; Joint Ventures. The Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make make, own or own hold any Investment in any Person, including any Joint Venture, except:except the following Investments shall be permitted (the “Permitted Investments”): (ia) the Borrower and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (iib) the Borrower and its Subsidiaries may (a) make and own Investments in any Loan Credit Party, and (b) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000; (iiic) the Borrower and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv6.1(d); (ivd) the Borrower and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8and own Investments in connection with Permitted Acquisitions made in accordance with Section 6.7(d); provided that such Permitted Acquisitions shall at all times be Subsidiaries of the Borrower; (ve) the Borrower and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date and described in Schedule 7.3 6.3 annexed hereto; (vif) the Borrower or any of its Subsidiaries may make loans to their employees for the purpose of purchasing Capital Stock of the Borrower; provided that the aggregate amount of such loans shall not exceed $2,000,000 at any time outstanding and such loans are in compliance with all Requirements of Law (including, without limitation, the Xxxxxxxx-Xxxxx Act of 2002, as amended); (g) the Credit Parties may enter into and permit to exist (i) Secured Hedging Agreements and other Hedging Agreements entered into in order to manage existing or anticipated interest rate, exchange rate or commodity price risks in the ordinary course of business and not for speculative purposes and (ii) Convertible Hedging Agreements; and (h) the Borrower and its Subsidiaries may make and own other Investments in shares of capital stock, evidence of Indebtedness or other security acquired in consideration for or as evidence of past-due or restructured Accounts in an aggregate face amount of such Accounts not to exceed at any time not to exceed $500,000; (vii) Borrower and its Subsidiaries may make and own Investments in non-cash consideration received in connection with any Asset Sale otherwise permitted hereby; (viii) Borrower and its Subsidiaries may make and own Investments 10,000,000 plus, with respect to Investments made in any obligation to indemnify their respective officers and directors to Fiscal Year, any unused amount for Restricted Junior Payments permitted under Section 6.5(e) for such Fiscal Year; provided that such Investments are in compliance with all Requirements of Law (including, without limitation, the fullest extent permitted by the corporation or limited liability company law Xxxxxxxx-Xxxxx Act of the jurisdiction of such Person's organization; (ix) Borrower and its Subsidiaries may make and own Investments in loans and advances (a) to their respective employees for moving2002, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $250,000 in the aggregate at any time outstanding, or (b) to their respective employees and to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstanding; (x) Borrower and its Subsidiaries may make acquisitions permitted pursuant to subsection 7.7; and (xi) Borrower and its Subsidiaries may sell inventory on credit in the ordinary course of businessas amended).

Investments; Joint Ventures. Borrower Holdings shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower Holdings and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower and its Foreign Subsidiaries of Holdings may (a) make and own Investments in any Loan Party, and (b) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000Foreign Cash Equivalents; (iii) Borrower Holdings may continue to own the Investments owned by it as of the Effective Date in Company, and Company and its Subsidiaries may continue to own the Investments owned by them as of the Effective Date in any Subsidiaries of Company and make additional Investments in such Subsidiaries that are Subsidiary Guarantors; (iv) Holdings and its Subsidiaries may own Investments in their respective Subsidiaries to the extent that such Investments reflect an increase in the value of such Subsidiaries; (v) Company and its Subsidiaries may make intercompany loans to the extent permitted under subsection subsections 7.1(iv) and 7.1(v); (ivvi) Borrower Company and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (vvii) Borrower Company and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date and described in Schedule 7.3 7.3(vii) annexed hereto; (viviii) Borrower Company and its Subsidiaries may make loans and advances to employees, officers, executives or consultants to Company and its Subsidiaries in the ordinary course of business of Company and its Subsidiaries as presently conducted for the purpose of purchasing capital stock of Holdings so long as no cash is paid by Holdings or any of its Subsidiaries in connection with the acquisition of such capital stock; (ix) Company and its Subsidiaries may acquire and hold receivables owing to it, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms (including the dating of receivables) of Company or any such Subsidiary; (x) Company and its Subsidiaries may acquire and own Investments (including debt obligations) received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business; (xi) Company and its Subsidiaries may make and own Investments consisting of deposits made in the ordinary course of business consistent with past practices to secure the performance of leases; (xii) Holdings may make equity contributions to the capital of Company; (xiii) Company and its Domestic Subsidiaries may make and own Investments consisting of cash capital contributions (in addition to cash contributions made prior to the Effective Date and set forth on Schedule 7.3(xiii) annexed hereto) to Foreign Subsidiaries of Company, or the capitalization or forgiveness of any Indebtedness owed to them by a Foreign Subsidiary and outstanding under subsection 7.1(v); provided that the sum of (x) aggregate amount of such contributions, capitalization and forgiveness made after the Effective Date, plus (y) the aggregate outstanding principal amount of Indebtedness of the type permitted under subsection 7.1(v), shall not exceed the amounts set forth in subsection 7.1(v) at the times set forth therein; (xiv) Company and its Subsidiaries may make and own Investments in shares Subsidiaries acquired pursuant to Permitted Acquisitions under subsection 7.7(xiv); provided, however, that (1) the sum of capital stockthe aggregate fair market value of all Investments (determined at the time any Investment by Company and its Subsidiaries is made in any non-wholly owned Subsidiary) by Company and its Subsidiaries in all non-wholly owned Subsidiaries acquired pursuant to clause (A) of subsection 7.7(xiv)(b) and any amounts advanced as to such non-wholly owned Subsidiaries pursuant to subsection 7.1(xviii) shall not exceed 10% of Total Assets at the time of such Investment (with the fair market value of each such Investment being measured at the time made and without giving effect to subsequent changes in value) (it being understood that changes in value of all such outstanding Investments shall be given effect in calculating Total Assets at the time of the making of any new Investment proposed to be made pursuant to this subsection 7.3(xiv), evidence but that changes in value of Indebtedness any Investment which occur subsequent to the making of such Investment cannot result in a breach of this covenant unless a further Investment is made which is purported to be made pursuant to this subsection 7.3(xiv) at a time when (A) the sum of (x) the fair market value of all outstanding Investments made pursuant to this subsection 7.3(xiv), with such fair market value measured at the time of making of each such outstanding Investment, plus (y) the fair market value, measured at such time, of such further Investment, exceeds (B) 10% of Total Assets, measured at such time and giving effect to all changes in value of all outstanding Investments); and (2) no amount shall be paid to any Persons other than Company and its Subsidiaries as a dividend or other security distribution, direct or indirect, on account of the equity interests held by such Persons in any Subsidiary acquired pursuant to such Permitted Acquisitions unless Company and its Subsidiaries holding equity interests in consideration for such acquired Subsidiary simultaneously receive a ratable dividend or as evidence of pastdistribution (except that such non-due or restructured Accounts wholly owned Subsidiaries may (I) repurchase, in an aggregate face amount of up to $1,000,000 in any Fiscal Year (plus an amount equal to the lesser of (X) the amount of such Accounts repurchases permitted under this clause (I) to be made during one or more preceding Fiscal Years but not made during such preceding Fiscal Years and (Y) $3,000,000), shares of their own capital stock from officers and other employees following termination of employment of any such officer or employee by reason of death, disability, discharge, retirement or resignation, and (II) pay distributions to holders of equity interests in any such non-wholly owned Subsidiary which is a “pass-through” entity for income tax purposes, so long as such distributions are solely in respect of the income of such non-wholly owned Subsidiary which is allocable to, and taxable with respect to, such holders; (xv) Company and its Subsidiaries may make and own Investments consisting of notes received in connection with any Asset Sale limited to 20% of the total sale price of the assets sold in such Asset Sale; provided that the aggregate principal amount of such notes at any time outstanding shall not to exceed $500,0005,000,000; (viixvi) Borrower Company and its Subsidiaries may make and own Investments in non-cash consideration received any Person which (a) (1) result in connection with any Asset Sale otherwise permitted herebythe creation of an account arising in the ordinary course of Company’s or such Subsidiary’s business or (2) result from the restructure, reorganization or similar composition of trade account obligations which arose in the ordinary course of business and which are owing to Company or such Subsidiary from financially distressed debtors, and (b) are, in each case, subject to the Lien in favor of Collateral Agent under the Collateral Documents; (viiixvii) Borrower Holdings and its Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers permitted under subsection 7.7(xi), 7.7(xii) and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organization7.7(xiii); (ixxviii) Borrower Company and its Subsidiaries may make and own Investments in loans and advances (a) to their respective employees for moving, entertainment, travel and other similar expenses in the ordinary course wholly owned Domestic Subsidiaries of business not to exceed $250,000 in the aggregate at any time outstanding, or (b) to their respective employees and to their respective independent sales representatives secured by the pledge Company consisting of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) intercompany Indebtedness of such stockSubsidiaries converted to equity Investments, not to exceed $1,000,000 in provided that the aggregate underlying intercompany Indebtedness was permitted hereunder at any the time outstandingof such conversion; (xxix) Borrower Company and its Subsidiaries may make acquisitions and own Investments not otherwise permitted pursuant under this subsection 7.3 so long as immediately prior to subsection 7.7the making of each such Investment the Excess Proceeds Amount exceeds the amount of such Investment being made; and (xixx) Borrower Company and its Subsidiaries may sell inventory on credit make and own any Investment having a fair market value, together with (y) the fair market value of all other Investments made pursuant to this subsection 7.3(xx) and (z) all other Investments made pursuant to subsection 7.11, not exceeding in the ordinary course aggregate $20,000,000 at the time of businesssuch Investment (with the fair market value of each such Investment being measured at the time made and without giving effect to subsequent changes in value); provided, that Company and its Subsidiaries (1) shall be in pro forma compliance with the covenants set forth in subsection 7.6 and (2) concurrently with the making of any such Investment, shall pledge or cause to be pledged to the Collateral Agent as security for the Obligations (x) any capital stock or other equity interests acquired by Company or any of its Subsidiaries as a result of any such Investment, except (in the case of an Investment in a Joint Venture) to the extent such pledge is expressly prohibited under the terms of the documentation relating to such Investment, and (y) any intercompany indebtedness representing loans made by Company or any of its Subsidiaries in connection with any such Investment; provided, however, that nothing in this subsection 7.3(xx) shall be construed to require, in the case of an Investment in a Subsidiary, that the capital stock of such Subsidiary be pledged to a greater extent than is required under the Collateral Documents. For the avoidance of doubt, the amount of any Investment shall be the original cost of such Investment plus the cost of additions thereto, without any adjustment for increases or decreases in value, write-ups, write-downs or write-offs with respect to such Investment less, in the case of subsection 7.3(xx) only, Cash proceeds realized by Company or a Subsidiary pursuant to any sale or disposition of such Investment.

Investments; Joint Ventures. Borrower The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower : the Company and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower ; the Company and its Subsidiaries may (a) make loans and own Investments advances to officers, directors and employees of the Company or any of its Subsidiaries in any Loan Party, and (b) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties in an aggregate principal amount not to exceed $750,000; 10,000,000 at any time outstanding (iiii) Borrower to finance the purchases of Capital Stock of the Company and (ii) for additional purposes not contemplated by the foregoing clause (i); the Company and its Subsidiaries may make intercompany loans to and own Investments consisting of non-cash proceeds received by the extent Company or any of its Subsidiaries in connection with any Asset Sale or other Disposition permitted under subsection 7.1(iv); (iv) Borrower and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (v) Borrower Section 7.06 of this Agreement; the Company and its Subsidiaries may continue to own the Investments owned by them as on the Closing Date, and the Company and its Subsidiaries may make and own Investments purchased with the proceeds of the Closing Date sale of any Investments permitted under this Agreement; the Company and described its Subsidiaries may make and own Investments made solely with Capital Stock of the Company; provided that the requirements (if any) of Section 6.09 have been or will be satisfied in Schedule 7.3 annexed hereto; accordance with Section 6.09; any (vii) Borrower Loan Party may make Investments in any other Loan Party, (ii) Subsidiary that is not a Loan Party may make Investments in any other Subsidiary that is not a Loan Party and (iii) Loan Party may make Investments consisting of loans or advances in any Subsidiary that is not a Loan Party to the extent permitted by Section 7.01(c); any Loan Party may make Investments in any Subsidiary that is not a Loan Party to extent necessary in order to satisfy minimum capital or licensing requirements of any Governmental Authority; the Company and its Subsidiaries may make and own Investments in shares of capital stock, evidence of Indebtedness or other security acquired in consideration for or as evidence of past-due or restructured Accounts Joint Ventures in an aggregate face amount of such Accounts at not exceeding $75,000,000 in any time not to exceed $500,000; (vii) Borrower Fiscal Year; the Company and its Subsidiaries may make and own Investments in non-cash consideration received National Joint Ventures in connection with an aggregate amount (including the value of any Asset Sale otherwise permitted hereby; (viiiassets transferred thereto) Borrower not exceeding $100,000,000 in any Fiscal Year and $250,000,000 in the aggregate during the term of this Agreement; [reserved]; the Company and its Subsidiaries may make (x) Acquisitions made solely with the Capital Stock of the Company so long as the requirements (if any) of Section 6.09 have been or will be satisfied in accordance with Section 6.09 and own Investments (y) other Acquisitions so long as (i) prior to the consummation of any such Acquisition, the Company shall have delivered to the Administrative Agent (A) financial statements for the Company and its Subsidiaries for the four Fiscal Quarter period most recently ended for which financial statements are available (the “Pro Forma Test Period”), prepared on a pro forma basis as if such Acquisition had been consummated on the first day of the Pro Forma Test Period and which may give effect to the Company’s good faith estimate of any anticipated cost savings or increases as a result of the consummation thereof (as determined on a basis consistent with Article 11 of Regulation S-X of the Securities Act of 1933, as amended, as interpreted by the staff of the Securities and Exchange Commission and other adjustments as contemplated by the definition of Pro Forma Basis), and including, in the case of the Qualified Acquisition, Projections through the Final Maturity Date, and (B) a pro forma Compliance Certificate demonstrating that, on the basis of pro forma financial statements, the Company would have been in compliance with all financial covenants set forth in Section 7.09 on the last day of the Pro Forma Test Period; provided that, with respect to any obligation the Qualified Acquisition, the requirement to indemnify their respective officers and directors be in compliance with Section 7.09(a) shall be a requirement to be in compliance with the maximum Total Leverage Ratio as increased by .25 pursuant to the fullest extent permitted by proviso in such Section 7.09 and (ii) the corporation requirements (if any) of Section 6.09 have been or limited liability company law of will be satisfied in accordance with Section 6.09; the jurisdiction of such Person's organization; (ix) Borrower Company and its Subsidiaries may make advances, loans, rebates and own extensions of credit to suppliers, customers and vendors in the ordinary course of business; the Company and its Subsidiaries may receive and hold Investments in loans and advances (a) to their respective employees for moving, entertainment, travel satisfaction or partial satisfaction of obligations owed thereto from financially troubled account debtors and other similar expenses credits to suppliers in the ordinary course of business; the Company and its Subsidiaries may receive and hold Investments received in connection with the bankruptcy or reorganization of any Person and in settlement of obligations of, or other disputes with, any Person arising in the ordinary course of business and upon foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; the Loan Parties may make Investments in Excluded Subsidiaries in an aggregate amount for all such Investments under this clause (o) not to exceed $250,000 25,000,000 in any Fiscal Year plus the aggregate at amount of any time outstanding, cash repayment of or (b) to their respective employees and to their respective independent sales representatives secured return on such Investments received by the pledge of shares of Borrower Common Stock made to finance Loan Parties in such Fiscal Year; the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstanding; (x) Borrower Company and its Subsidiaries may make acquisitions any Investment in a Securitization Subsidiary or any Investment by a Securitization Subsidiary in any other Person in connection with a Securitization Financing permitted pursuant by Section 7.01(t), including Investments of funds held in accounts permitted or required by the arrangements governing the Securitization Financing or any related Indebtedness; provided that any Investment in a Securitization Subsidiary is in the form of a purchase money note, contribution of additional Securitization Assets or equity investments; and in addition to subsection 7.7; and (xi) Borrower Investments otherwise expressly permitted by this Section, the Company and its Subsidiaries may sell inventory on credit make Investments in an aggregate amount not to exceed $50,000,000 an any time outstanding during the ordinary course term of businessthis Agreement.

Investments; Joint Ventures. Borrower Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower Company and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower and its Subsidiaries may (a) make and own Investments in any Loan Party, and (b) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000; (iii) Borrower Company and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv) and may maintain such loans originally incurred pursuant to subsection 7.1(iv); (iviii) Borrower Company and its Subsidiaries may make Consolidated Capital Expenditures permitted in the ordinary course of business with respect to the businesses owned by Company and its Subsidiaries as of the Closing Date and any businesses acquired as the result of any Acquisition in accordance with the provisions of subsection 7.87.7(vi); (viv) Borrower Company and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date and described in Schedule 7.3 annexed hereto; ------------ (v) Company may continue to own the Investments made in connection with any acquisition consummated on or before the Closing Date pursuant to an Acquisition Agreement; (vi) Borrower Company may make and maintain equity Investments in any wholly- owned Subsidiary of Company or any Person which, upon the making of such Investment, becomes a wholly-owned Subsidiary of Company; (vii) Company's Subsidiaries may make and maintain equity Investments in Company and, to the extent permitted by subsection 7.5, make, maintain and cancel Investments in the Subordinated Notes, the New Subordinated Notes and the New Preferred Stock; (viii) Company may make and maintain Investments in respect of Interest Rate Agreements to the extent required under subsection 6.10; 108 (ix) Company and its Subsidiaries may make and maintain Investments in bank accounts maintained in any commercial bank in the ordinary course of business; (x) Company may make loans to its officers, directors and employees in connection with the exercise by any such Person of options to purchase, or awards of, capital stock of Company which loans shall bear interest as determined by an executive officer of the Company; provided that (a) the -------- aggregate principal amount of such loans shall not exceed $2,500,000 in the aggregate for all such Persons and (b) to the extent the aggregate principal amount of such loans to any such Person exceeds $1,000,000, the interest rate applicable thereto shall be subject to the prior approval of the Board of Directors of Company; (xi) Company and its Subsidiaries may make Investments pursuant to Acquisitions permitted under subsection 7.7(vi); and (xii) Company and its Subsidiaries may make and own Investments in shares of capital stock, evidence of Indebtedness one or other security acquired in consideration for or as evidence of past-due or restructured Accounts more Joint Ventures in an aggregate face amount of such Accounts at any time not to exceed $500,000; (vii) Borrower and its Subsidiaries may make and own Investments in non-cash consideration received in connection with any Asset Sale otherwise permitted hereby; (viii) Borrower and its Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organization; (ix) Borrower and its Subsidiaries may make and own Investments in loans and advances (a) to their respective employees for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $250,000 in the aggregate at any time outstanding, or (b) to their respective employees and to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstanding; (x) Borrower and its Subsidiaries may make acquisitions permitted pursuant to subsection 7.7; and (xi) Borrower and its Subsidiaries may sell inventory on credit in the ordinary course of business10,000,000.

Investments; Joint Ventures. Borrower Holdings shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower Holdings and its Subsidiaries may make and own Investments in Cash Equivalents; PROVIDED that, (x) the weighted average maturity of all Investments in Cash Equivalents shall not exceed twelve months, (y) no more than 10% of the Holdings' and its Subsidiaries' Investments in Cash EquivalentsEquivalents shall be in a single security or issuer (other than U.S. treasuries, U.S. government agency obligations and money market funds), and (z) no more than 50% of the Holdings' and its Subsidiaries' Investments in Cash Equivalents shall be in a single U.S. treasury or U.S. government agency security; (ii) Borrower and its Subsidiaries may (a) make and own Investments in any Loan Party, and (b) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000; (iii) Borrower and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv); (iv) Borrower and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (v) Borrower Holdings and its Subsidiaries may continue to own the Investments owned by them as of the Closing Fifth Restatement Effective Date in any Subsidiaries of Holdings; (iii) Holdings and its Subsidiaries may continue to own the Investments owned by them on the Fifth Restatement Effective Date and described in Schedule 7.3 SCHEDULE 6.3 annexed hereto, without giving effect to any additions thereto or replacements thereof, it being understood that any additional Investments made with respect to such existing Investments shall be permitted only if independently justified under the other provisions of this Section 6.3; (viiv) Borrower so long as no Event of Default or Potential Event of Default has occurred and is continuing or would result therefrom, and so long as, on a Pro Forma Basis, Holdings and its Subsidiaries will be in compliance with the covenant set forth in subsection 6.6B, Company may make and own Investments in shares of capital stock, evidence of Indebtedness or other security acquired in consideration for or as evidence of past-due or restructured Accounts in an aggregate face amount of such Accounts at any time not to exceed $500,000; (vii) Borrower and its Subsidiaries may make and own Investments in non-cash consideration received in connection with any Asset Sale otherwise permitted hereby; (viii) Borrower and its Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organization; (ix) Borrower and its Subsidiaries may make and own Investments in loans and advances (a) to their respective employees for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $250,000 in the aggregate at any time outstanding, or (b) to their respective employees and to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstanding; (x) Borrower and its Subsidiaries may make acquisitions permitted pursuant to subsection 7.710,000,000; and (xiv) Borrower any Loan Party may make intercompany loans and its Subsidiaries may sell inventory on credit in advances to any other Loan Party (collectively, the ordinary course of business"INTERCOMPANY LOANS").

Investments; Joint Ventures. Borrower A. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower Company and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower Company and its Subsidiaries may (a) make and continue to own the Investments in any Loan Party, and (b) make and own Investments owned by them as of the Closing Date in any Subsidiaries of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000Company; (iii) Borrower Company and its Wholly-Owned North American Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv); (iv) Borrower Company and its Wholly-Owned North American Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8and continue to own equity Investments in any Person which, prior to the making of such Investments, is a Wholly-Owned North American Subsidiary of Company; (v) Borrower Company and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date and described in Schedule 7.3 annexed hereto; (vi) Borrower Company and its Subsidiaries may make and own Investments constituting (a) accounts receivable arising in shares the ordinary course of capital stockbusiness, evidence of Indebtedness or other security acquired in consideration for or as evidence of past-due or restructured Accounts in an aggregate face amount of such Accounts at any time not to exceed $500,000; (viib) Borrower and its Subsidiaries may make and own Investments in non-cash consideration received prepaid film rentals, (c) deposits made in connection with any Asset Sale otherwise permitted hereby; (viii) Borrower and its Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation purchase price of goods or limited liability company law of the jurisdiction of such Person's organization; (ix) Borrower and its Subsidiaries may make and own Investments services, in loans and advances (a) to their respective employees for moving, entertainment, travel and other similar expenses each case in the ordinary course of business not or (d) refundable construction advances made with respect to exceed $250,000 the construction of properties that are to be used in the aggregate at business of Company or its Wholly-Owned North American Subsidiaries and that are not outstanding more than one year from the date made; provided that any time outstandingInvestments made pursuant to the preceding clause (d) that are not repaid within one year of being made shall be deemed to be Permitted Investments for the purpose of calculating compliance with subsection 7.3A(viii) and subsection 7.7(iii); (vii) Company and its Subsidiaries may make Investments constituting (a) payroll advances, or (b) travel and entertainment advances and (c) relocation loans to their respective officers and employees and to their respective independent sales representatives secured by the pledge of shares Company or any of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 its Subsidiaries in the ordinary course of business; 116 provided that the aggregate amount of Investments permitted under this clause shall not exceed US $2,500,000 or the Equivalent Amount in any other currency at any time outstanding; (xviii) Borrower Company and its Wholly-Owned North American Subsidiaries may make acquisitions permitted pursuant and continue to subsection 7.7own Permitted Investments and Permitted Acquisitions; provided that (i) Company and its Wholly-Owned North American Subsidiaries shall not (a) make Permitted Investments in an aggregate amount (net of the amount of loans, advances and Contingent Obligations constituting Permitted Investments that are repaid, released or cancelled, as the case may be, during the term of this Agreement) in excess of US$8,000,000 or the Equivalent Amount in any other currency in any Fiscal Year (the amount of such Permitted Investments made in such Fiscal Year being the "INVESTMENT EXPENDITURE AMOUNT") and (b) make Permitted Acquisitions in any Fiscal Year in an aggregate amount in excess of the difference between (1) US$25,000,000 or the Equivalent Amount in any currency and (2) the sum of (A) the Investment Expenditure Amount for such Fiscal Year plus (B) the amount of Consolidated New Build Capital Expenditures for such Fiscal Year (the amount of such Permitted Acquisitions made in such Fiscal Year being the "ACQUISITION EXPENDITURE AMOUNT," and together with the Investment Expenditure Amount, the "INVESTMENT/ACQUISITION EXPENDITURE AMOUNT"); and (ix) Company and its Wholly-Owned Subsidiaries may make Investments constituting loans and/or advances to Joint Ventures directly owned by any of them in an aggregate amount not to exceed at any time US$2,000,000 for the operating needs in the ordinary course of business of such Joint Ventures; (x) Company and its Wholly-Owned North American Subsidiaries may make and continue to own Investments in Megabox Cineplex, Inc.; provided that (a) the aggregate amount of such Investments does not exceed US$25,000,000, and (b) the sole source of funds for such Investments is Cash common equity contributions to Company by Sponsors; and (xi) Borrower any Off-Balance Sheet Subsidiary may make and continue to own Investments in other Off-Balance Sheet Subsidiaries. provided that the foregoing shall not prohibit any Subsidiary of Company from making dividends or distributions to Company or any Wholly-Owned North American Subsidiary of Company; and provided, further, that any Investment which when made complies with the requirements of the definition of the term Cash Equivalent may continue to be held notwithstanding that such Investment if made thereafter would not comply with such requirements. B. Notwithstanding anything to the contrary contained in subsection 7.3A, Company and its Subsidiaries may sell inventory shall not (i) make any Investment in any Joint Venture if, upon the making of such Investment, such Joint Venture is or becomes a Subsidiary of Company or any of its Subsidiaries or (ii) make any Investment in any Person listed on credit in the ordinary course of business.Schedule 7.3B. 117

Investments; Joint Ventures. Borrower Each of Holdings and Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower a. Company and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower b. Holdings and its Subsidiaries may (a) make and continue to own the Investments in any Loan Party, and (b) make and own Investments owned by them as of the Effective Date in any Subsidiaries of Borrower that are not Loan Parties Holdings and described on Schedule 5.1 annexed hereto as in aggregate amount not effect on the Effective Date and Holdings may make additional capital contributions to exceed $750,000Company; (iii) Borrower c. Company and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv); (iv) Borrower and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (v) Borrower d. Company and its Subsidiaries may continue to own the existing Investments owned by them as of the Closing Date and described in Schedule 7.3 annexed hereto; e. Company and its Subsidiaries may create or acquire new Subsidiaries to the extent otherwise permitted under this Agreement; provided that (via) Borrower any such new Subsidiary is wholly-owned by Company or one of its wholly-owned Subsidiaries and the provisions of subsections 6.10 and 6.11 have been complied with and (b) to the extent such creation or acquisition constitutes a Consolidated Capital Expenditure, such Consolidated Capital Expenditure is permitted under subsection 7.8; f. Food 4 Less GM, Inc. may continue to own the Investments owned by it as of the Closing Date in Golden Alliance and may make and own additional Investments in Golden Alliance in an aggregate amount not to exceed $4,000,000 at any time; provided that all such Investments are made pursuant to the provisions of the Golden Alliance Agreement; g. Company or any of its Subsidiaries may, so long as no Potential Event of Default or Event of Default has occurred and is continuing or occurs as a result thereof, make Development Investments in or to any Developer or make loans or incur other liabilities with respect to the Adamx/Xxxmont Partnership; provided that (a) no such Development Investment shall be permitted unless, at the time of the making of such Development Investment, the Development Site and the store located or to be located at the Development Site have been leased or irrevocably committed by the Developer to be leased to Company or one of its Subsidiaries, (b) neither Company nor any of its Subsidiaries may be or become a general partner of any Developer or otherwise be liable in any manner for any Indebtedness or any other obligations of any Developer (other than pursuant to customary provisions contained in any lease pertaining to a Development Site or a store leased to Company or one of 122 its Subsidiaries) and (c) the aggregate Development Investments, together with the aggregate outstanding loans and other liabilities to the Adamx/Xxxmont Partnership and the maximum aggregate liability, contingent or otherwise, of Company and its Subsidiaries in respect of all Contingent Obligations under subsection 7.4(ix), shall not exceed $35,000,000 at any time outstanding; h. Company and its Subsidiaries may accept promissory notes or capital stock received in consideration of, or the deferral of a portion of the sales price accepted with respect to, Asset Sales; provided that (a) not more than 25% of the aggregate sales price for all Planned Dispositions in any Fiscal Year (other than the Fiscal Year in which the aggregate cash proceeds from all Planned Dispositions on a cumulative basis after the Effective Date first exceeds $10,000,000 (the "SPECIFIED FISCAL YEAR") and any Fiscal Year thereafter), and not more than 50% of the aggregate sales price for all Planned Dispositions in the Specified Fiscal Year or any Fiscal Year thereafter, may be in the form of promissory notes or a deferred portion of such sales price, (b) Company and its Subsidiaries may accept promissory notes, capital stock or defer a portion of the sales price for sales of Cala and Fallxx'x xx to 100% of such sales prices provided that the amount of such non-cash consideration or such deferred portion of such sales prices in excess of 15% of the aggregate sales prices for Cala and Fallxx'x xxxll immediately effect a permanent reduction in the Revolving Loan Commitments pursuant to subsection 2.4B(iii)(a) in an amount equal to such non-cash consideration and such deferred portion of such sales prices in excess of 15% of such aggregate sales prices, (c) the aggregate principal amount of such promissory notes and the deferred portion of such sales prices related to all other Asset Sales shall not at any time exceed $10,000,000 and (d) any such promissory notes or capital stock so accepted shall be pledged as security for the Obligations pursuant to the applicable Collateral Document; i. Company and its Subsidiaries may make and own Investments received in shares connection with the bankruptcy of capital stocksuppliers and customers or received pursuant to a plan of reorganization of any supplier or customer, evidence in each case in settlement of Indebtedness delinquent obligations or other security acquired in consideration disputes with such suppliers or customers; j. So long as no Event of Default or Potential Event of Default shall have occurred and be continuing, Company or any of its Subsidiaries may make loans to its employees for or as evidence the purpose of past-due or restructured Accounts purchasing common stock of Holdings; provided that the aggregate amount of such loans shall not exceed $4,000,000 at any time outstanding; k. Company and its Subsidiaries may make loans to redevelopment agencies for business purposes consistent with past practices in an aggregate face amount of such Accounts at any time not to exceed $500,00010,000,000 at any time outstanding; (vii) Borrower l. Company and its Subsidiaries may make and own Investments (a) in non-suppliers in anticipation of becoming a customer of such suppliers and in lieu of deposits, cash consideration received discounts or concessions and (b) in connection with joint ventures with suppliers entered into in the ordinary course of business; provided that the aggregate amount of all such Investments under clauses (a) and (b), together with the amount of 123 guarantees permitted under subsection 7.4(v), shall not exceed $5,000,000 at any Asset Sale otherwise permitted herebytime outstanding; m. Company may make and maintain loans to Holdings for the purposes described in subsection 7.5A(iv) in an aggregate amount at any time outstanding which, together with the amount of Restricted Junior Payments made for such purposes, shall not exceed the amount of Restricted Junior Payments Company may make to Holdings under subsection 7.5A(iv) at the time any such loan is made; n. Company and its Subsidiaries may purchase common stock of Holdings from an employee stock ownership plan of any Loan Party or from participants or former participants in any such plan or from any employee or former employee of any Loan Party as required pursuant to the applicable plan or agreement; provided that the cash portion of such purchases and the cash payments with respect to promissory notes issued to such participants or holders shall not exceed the sum of (viiia) Borrower $5,000,000 in any Fiscal Year plus (b) the aggregate amount of cash proceeds received by Holdings in such Fiscal Year from its sale of shares of its common stock to an employee stock ownership plan of any Loan Party or to participants in any such plan or to any employee of any Loan Party during such Fiscal Year; provided further, that no such purchase or cash payment will be permitted if it is prohibited under any Senior Debt Indenture or any Subordinated Debt Indenture; and o. Company and its Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organization; (ix) Borrower and its Subsidiaries may make and own other Investments in loans and advances (a) to their respective employees for moving, entertainment, travel and other similar expenses in the ordinary course of business an aggregate amount not to exceed $250,000 in the aggregate at any time outstanding, or (b) to their respective employees and to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstanding; (x) Borrower and its Subsidiaries may make acquisitions permitted pursuant to subsection 7.7; and (xi) Borrower and its Subsidiaries may sell inventory on credit in the ordinary course of business5,000,000.

Investments; Joint Ventures. Each Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower Company and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower Company and its Subsidiaries may make loans and advances to officers, directors and employees of Company or any of its Subsidiaries (a) make and own Investments in any Loan Party, to finance the purchase of capital stock of Company and (b) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties in an aggregate principal amount not to exceed $750,0005,000,000 at any time outstanding for additional purposes not contemplated by the foregoing clause (a); (iii) Borrower Company and its Subsidiaries may make intercompany loans to the extent and own Investments consisting of any non-cash proceeds received by Company or any of its Subsidiaries in connection with any Asset Sale permitted under subsection 7.1(iv7.7(v);; 106 (iv) Borrower and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (v) Borrower Company and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date and described in Schedule SCHEDULE 7.3 annexed heretohereto and Company and its Subsidiaries may make and own Investments purchased with the proceeds of the sale of any Investments permitted under this subsection 7.3(iv); (viv) Borrower Company and its Subsidiaries may make and own Investments in shares special-purpose entities established to purchase accounts receivable from Company or any of capital stock, evidence of Indebtedness or other security acquired in consideration for or as evidence of past-due or restructured its Subsidiaries pursuant to an Accounts in an aggregate face amount of such Accounts at any time not to exceed $500,000;Receivable Facility; and (viivi) Borrower Company and its Subsidiaries may make and own Investments (collectively, "UNRESTRICTED INVESTMENTS") in non-cash consideration received in connection with any Asset Sale otherwise addition to those permitted hereby; under clauses (viiii) Borrower and its Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organization; through (ixv) Borrower and its Subsidiaries may make and own above, including Investments in loans Restricted Acquisition Subsidiaries and advances in Unrestricted Subsidiaries, as follows: (a) to their respective employees for moving, entertainment, travel and other similar expenses Unrestricted Investments in the ordinary course of business an aggregate amount not to exceed $250,000 in the aggregate at any time outstanding, (1) $50,000,000 for all such Unrestricted Investments in Unrestricted Subsidiaries or (2) $100,000,000 for all such Unrestricted Investments (including all such Unrestricted Investments in Restricted Acquisition Subsidiaries and Unrestricted Subsidiaries) and (b) Unrestricted Investments in addition to their respective employees and the Unrestricted Investments permitted under the preceding clause (a), PROVIDED that after giving effect to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by any such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstanding; (x) Borrower and its Subsidiaries may make acquisitions permitted additional Unrestricted Investment pursuant to subsection 7.7; and this clause (xib) Borrower and its Subsidiaries may sell inventory on credit in the ordinary course of businessAvailable Amount Usage shall not exceed the Available Amount.

Investments; Joint Ventures. The Parent Guarantor and the Borrower shall not, and nor shall not the Parent Guarantor cause or permit any Subsidiaries of its Subsidiaries the Parent Guarantor to, directly or indirectly, make or own any Investment (other than Permitted Investments) in any Person, including any Joint Venture, except: (i) the Parent Guarantor, the Borrower and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower and its Subsidiaries may (a) make and own Investments in any Loan Party, and (b) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000; (iii) Borrower and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv); (iv) Borrower and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (v) Borrower and its Subsidiaries Parent Guarantor may continue to own the Investments owned by them as of the Closing Date (after giving effect to the Acquisitions) in any Subsidiaries of the Parent Guarantor and described in on Schedule 7.3 A annexed hereto; (viii) the Parent Guarantor, the Borrower and its Subsidiaries of the Parent Guarantor may continue to own the Investments owned by them and described on Schedule F annexed hereto; (iii) the Parent Guarantor, the Borrower or any Subsidiaries of the Parent Guarantor may make Related Business Investments; (iv) the Parent Guarantor, the Borrower and Subsidiaries of the Parent Guarantor may accept promissory notes received in consideration of, or the deferral of a portion of the sales price accepted with respect to, any Asset Sale permitted under Section 6.15; (v) the Parent Guarantor, the Borrower and Subsidiaries of the Parent Guarantor may make and own Investments received in shares connection with the bankruptcy of capital stocksuppliers and customers or received pursuant to a plan of reorganization of any supplier or customer, evidence in each case in settlement of Indebtedness delinquent obligations or disputes with such suppliers or customers; and (vi) after the Conversion Date, the Parent Guarantor, the Borrower and Subsidiaries of the Parent Guarantor may make and own other security acquired in consideration for or as evidence of past-due or restructured Accounts Investments in an aggregate face amount of such Accounts at any time not to exceed $500,000; (vii) Borrower and its Subsidiaries may make and own Investments in non-cash consideration received in connection with any Asset Sale otherwise permitted hereby; (viii) Borrower and its Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organization; (ix) Borrower and its Subsidiaries may make and own Investments in loans and advances (a) to their respective employees for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $250,000 in the aggregate 2.5 million at any time outstanding, or (b) to their respective employees and to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstanding; (x) Borrower and its Subsidiaries may make acquisitions permitted pursuant to subsection 7.7; and (xi) Borrower and its Subsidiaries may sell inventory on credit in the ordinary course of business.

Investments; Joint Ventures. Borrower The Parent and the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, Person except: (ia) Borrower The Parent may own all of the outstanding Capital Stock of the Company, and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (iib) Borrower the Company and its Subsidiaries may (ax) make and own Investments in any Loan Party, and (b) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000; (iii) Borrower and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv); (iv) Borrower and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (v) Borrower and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date in any Subsidiaries of the Company, and described (y) make and own additional Investments in Schedule 7.3 annexed heretoany Subsidiary which is in the Related Subsidiary Group of the Company or such Subsidiary, as applicable, at the time each such additional Investment is made, and (z) make and own Investments in any wholly-owned Domestic Subsidiary that is a Subsidiary Guarantor; (viii) Borrower The Company and its Subsidiaries may make and own intercompany loans to the extent permitted by subsection 7.1(v); (iii) The Company and its Subsidiaries may make and own Investments in shares of capital stock, evidence of Indebtedness or other security acquired in consideration for or as evidence of past-due or restructured Accounts in an aggregate face amount of such Accounts at any time not to exceed $500,000Cash Equivalents; (viiiv) Borrower The Company and its Subsidiaries may make and own Consolidated Capital Expenditures permitted by subsection 7.6D; (v) The Company and its Subsidiaries may make and own Investments contemplated by the ENR Merger Agreement, the ENR Transfer, the Shares Offer to Purchase and the Debt Tender Offer; (vi) The Company and its Subsidiaries may make loans to officers of the Company and its Subsidiaries (a) in non-cash consideration received an aggregate amount not to exceed $4,500,000 outstanding at any time solely for the purpose of reimbursing such officers for the amount of income taxes payable by such 109 officers in connection with shares of Capital Stock of the Parent issued to such officers after October 1, 1998 and prior to the Closing Date; provided that such shares are pledged to the Company or Subsidiary making such loans, and such loans and shares are pledged to the Collateral Agent pursuant to the Collateral Documents, and (b) in an additional aggregate outstanding amount not to exceed $500,000 at any Asset Sale otherwise permitted herebytime; (vii) The Company may make Investments in the Financial Services Affiliate in aggregate amount not to exceed $3,000,000 so long as (x) no creditor of the Financial Services Affiliate has or would have recourse to the Company or any of its Subsidiaries, whether as a result of the organizational structure of the Financial Services Affiliate, by contractual obligation or operation of law or otherwise, and (y) the Financial Services Program is in effect and in operation with respect to new sales by ESP of its products; (viii) Borrower The Company and its Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organization;Permitted Acquisitions; and (ix) Borrower The Company and its Subsidiaries may make (and own thereafter continue to own) other Investments in loans Foreign Subsidiaries, SPCs and advances joint ventures: (a) to their respective employees for movingin Fiscal Year 1999, entertainment, travel and other similar expenses in the ordinary course of business an aggregate amount not to exceed $250,000 15,000,000; (b) in Fiscal Year 2000, in an aggregate amount not to exceed the sum of (x) $10,000,000 plus (y) any amounts permitted to be invested but not invested pursuant to clause (a) above; (c) in Fiscal Year 2001, in an aggregate amount not to exceed the sum of (x) the lesser of $10,000,000 and any amounts permitted to be invested but not invested pursuant to clause (b) above plus (y) if, and so long as, the Leverage Ratio is less than 3.0:1.0 after giving effect to each such Investment, $10,000,000; and (d) thereafter, if, and so long as, the Leverage Ratio is less than 3.0:1.0 after giving effect to each such Investment, an aggregate amount not to exceed the excess of (x) $10,000,000 over (y) the aggregate amount of Investments made pursuant to clause (c)(y) above; provided, in each case, that, no Default or Event of Default shall have occurred and be continuing or result therefrom; and, provided, further, that all Investments permitted under this Subsection 7.3(ix) made or owned by the Company and its Subsidiaries in SPCs may not exceed $5,000,000 in the aggregate at any time outstanding, or (b) to their respective employees and to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstanding; (x) Borrower and its Subsidiaries may make acquisitions permitted pursuant to subsection 7.7; and (xi) Borrower and its Subsidiaries may sell inventory on credit in the ordinary course of businesstime.

Investments; Joint Ventures. Borrower Borrowers shall not, and shall not permit any of its their Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower Borrowers and its Subsidiaries may make and own Investments in Joint Ventures and Franchise Arrangements in Borrowers' and their Subsidiaries' ordinary course of business; PROVIDED that such Investments shall not exceed $50,000,000 in the aggregate and $20,000,000 in any calendar year; (ii) Borrowers and their Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower and its Subsidiaries may (a) make and own Investments in any Loan Party, and (b) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000; (iii) Borrower Borrowers and its their Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv); (iv) Borrower and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (viv) Borrower Borrowers and its their Subsidiaries may continue to own the Investments owned by them and described in SCHEDULE 7.3 annexed hereto as of the Closing Date and described in Schedule 7.3 annexed heretoDate; (viv) Borrower Borrowers and its Subsidiaries may make and own Investments in shares of capital stock, evidence of Indebtedness or other security acquired in consideration for or as evidence of past-due or restructured Accounts in an aggregate face amount of such Accounts at any time not to exceed $500,000; (vii) Borrower and its Subsidiaries may make and own Investments in non-cash consideration received in connection with any Asset Sale otherwise permitted hereby; (viii) Borrower and its their Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organization; (ixvi) Borrower Borrowers and its their Subsidiaries may make and own Investments in loans and advances which do not require the payment of any Cash or non-cash consideration; 94 CREDIT AGREEMENT (a) to Borrowers and their respective employees for moving, entertainment, travel and other similar expenses Subsidiaries may continue to own the Investments owned by them as of the Closing Date in the ordinary course any Subsidiaries of business not to exceed $250,000 in the aggregate at any time outstanding, or Borrowers; (b) to Borrowers and their respective employees Subsidiary Guarantors may make and to own additional equity Investments in Borrowers and in their respective independent sales representatives secured Subsidiary Guarantors; (c) Subsidiaries which are not Subsidiary Guarantors may make Investments in other Subsidiaries which are not Subsidiary Guarantors; and (d) Borrowers and Subsidiary Guarantors may make and own Investments after the date hereof in other Subsidiaries which are not Subsidiary Guarantors which Investments, together with intercompany loans made by the pledge of shares of Borrower Common Stock made Borrowers and Subsidiary Guarantors to finance the purchase by such employees (or representatives) of such stockSubsidiaries which are not Subsidiary Guarantors pursuant to subsection 7.1(iii), do not to exceed $1,000,000 in the aggregate 15,000,000 at any time outstanding; (xviii) Borrower Borrowers and its their respective Subsidiaries may make acquisitions intercompany loans to the extent permitted pursuant to under subsection 7.1(iii); (ix) Borrowers and their respective Subsidiaries may receive and hold promissory notes and other non-cash consideration received in connection with any Asset Sale permitted by subsection 7.7; and (xix) Borrower Borrowers and its their respective Subsidiaries may sell inventory on credit in consummate the ordinary course of businessConversion, including without limitation any name changes contemplated thereby.

Investments; Joint Ventures. Borrower Holdings shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower Holdings and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower and its Foreign Subsidiaries of Holdings may (a) make and own Investments in any Loan Party, and (b) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000Foreign Cash Equivalents; (iii) Borrower Holdings may continue to own the Investments owned by it as of the Closing Date in Company, and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv); (iv) Borrower and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (v) Borrower Company and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date in any Subsidiaries of Company and make additional Investments in Subsidiary Borrower and/or Subsidiaries of the Company that are Subsidiary Guarantors; (iv) Holdings and its Subsidiaries may own Investments in their respective Subsidiaries to the extent that such Investments reflect an increase in the value of such Subsidiaries; (v) Borrowers and their respective Subsidiaries may make intercompany loans to the extent permitted under subsections 7.1(iv) and 7.1(v); (vi) Borrowers and their respective Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (vii) Borrowers and their respective Subsidiaries may continue to own the Investments owned by them and described in Schedule 7.3 7.3(vii) annexed hereto; (viviii) Holdings, the Borrowers and their respective Subsidiaries may make loans and advances to employees, officers, executives or consultants to Borrowers and their respective Subsidiaries in the ordinary course of business of Borrowers (subject to applicable law) and their respective Subsidiaries as presently conducted for the purpose of purchasing capital stock of Holdings, so long as the aggregate principal amount of such loans and advances outstanding at any time shall not exceed $10,000,000; (ix) Borrowers and their respective Subsidiaries may acquire and hold receivables owing to them, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms (including the dating of receivables) of any such Borrower or Subsidiary; (x) Borrowers and their respective Subsidiaries may acquire and own Investments (including debt obligations) received in connection with the bankruptcy or reorganization of Franchisees, suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business; (xi) Borrowers and their respective Subsidiaries may make and own Investments consisting of deposits made in the ordinary course of business consistent with past practices to secure the performance of leases; (xii) Holdings may make equity contributions to the capital of Company; (xiii) Borrowers and their Domestic Subsidiaries may make and own Investments in Foreign Subsidiaries of Company on any date in an amount not to exceed the Foreign Subsidiary Investment Basket Amount on such date, provided that (x) at no time may equity Investments in Foreign Subsidiaries exceed 50% of the then Foreign Subsidiary Investment Basket Amount and (y) each such Investment is subject to the Lien in favor of Collateral Agent as, and to the extent required by, the Collateral Documents; (xiv) Company and its Subsidiaries may (x) make and own Investments in a Person formed solely to develop, own and construct the WRC Project (the "WRC JV"), so long as (I) the aggregate amount of all Investments made pursuant to this subclause (x) of this clause (xiv) shall not exceed $5,000,000 at any one time outstanding and (II) each such Investment is subject to the Lien in favor of Collateral Agent under the Collateral Documents and (y) make and own additional Investments in the WRC JV constituting Contingent Obligations permitted pursuant to subsection 7.4(xi) (or direct obligations arising as a result of the maturity of the Indebtedness corresponding to such Contingent Obligations), so long as each such Investment (except to the extent constituting a Contingent Obligation) is subject to the Lien in favor of Collateral Agent under the Collateral Documents; (xv) Borrowers and their respective Subsidiaries may make and own Investments consisting of notes received in connection with any asset sale; provided that the aggregate principal amount of such notes at any time outstanding (including all such notes outstanding on the Closing Date) shall not exceed $30,000,000; (xvi) Borrowers and their respective Subsidiaries may make and own Investments in any Person which (a) (1) result in the creation of an account arising in the ordinary course of such Borrower's or such Subsidiary's business or (2) result from the restructure, reorganization or similar composition of trade account obligations which arose in the ordinary course of business and which are owing to such Borrower or such Subsidiary from financially distressed debtors, and (b) are, in each case, subject to the Lien in favor of Collateral Agent under the Collateral Documents; (xvii) Holdings and its Subsidiaries may make and own Investments permitted under subsection 7.7(x), (xi) and (xiii); (xviii) Borrowers and their respective Subsidiaries may make and own Investments in wholly owned Domestic Subsidiaries of Company consisting of intercompany Indebtedness of such Subsidiaries converted to equity Investments, provided that the underlying intercompany Indebtedness was permitted hereunder at the time of such conversion; (xix) Company and its Subsidiaries may make and own Investments in shares of capital stock, evidence of Indebtedness or other security Subsidiaries acquired in consideration for or as evidence of past-due or restructured Accounts in an aggregate face amount of such Accounts at any time not pursuant to exceed $500,000Permitted Acquisitions under subsection 7.7(xvi); (viixx) Borrower Company and its Subsidiaries may make and own Investments in non-cash consideration received Franchisees (whether foreign or domestic) on any date in connection with an amount not to exceed at any Asset Sale otherwise permitted hereby;time the Franchisee Investment Basket Amount on such date, provided that (x) each such Investment is subject to the Lien in favor of Collateral Agent under the Collateral Documents, (y) at no time may Investments in foreign Franchisees exceed 50% of the then Franchisee Investment Basket Amount and (z) at no time may equity Investments in Franchisees exceed 50% of the then Franchisee Investment Basket Amount; and (viiixxi) Borrower Company and its Subsidiaries may make and own Investments with consisting of loans and advances to Franchisees to fund the purchase by such Franchisees of computer hardware and installation costs in respect to the Domino's PULSE System, so long as (a) the aggregate principal amount of such loans and advances shall not exceed $10,000,000 at any obligation to indemnify one time outstanding, (b) each such loan or advance shall be evidenced by a promissory note and (c) no such loan or advance may be made after December 31, 2005; and (xxii) Borrowers and their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organization; (ix) Borrower and its Subsidiaries may make and own other Investments in loans and advances (a) to their respective employees for moving, entertainment, travel and other similar expenses in the ordinary course of business an aggregate amount not to exceed $250,000 in the aggregate at any time outstanding$30,000,000 (provided, or (b) to their respective employees and to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstanding; that (x) Borrower no more than $15,000,000 of Investments made in reliance on this subsection (xxii) may be of a type described in preceding subsections (i) through (xxi) of this Section 7.3 and its Subsidiaries (y) no Investments may make acquisitions permitted pursuant to be made and owned in reliance on this subsection 7.7; and (xixxii) Borrower and its Subsidiaries may sell inventory on credit in the ordinary course respect of businessInvestments of a type described in preceding subsection (viii) of this Section 7.3).

Investments; Joint Ventures. Borrower Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower Holdings and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower and its Subsidiaries Holdings may (a) make and continue to own the Investments owned by it as of the Closing Date in any Loan PartyCompany, and (b) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000; (iii) Borrower and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv); (iv) Borrower and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (v) Borrower Company and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date in any Subsidiaries of Company and make additional Investments in Permitted Subsidiaries (in accordance with the definitions of Permitted Domestic Subsidiaries and Permitted Foreign Subsidiaries; 115 (iii) Holdings and its Subsidiaries may own Investments in their respective Subsidiaries to the extent that such Investments reflect an increase in the value of such Subsidiaries; (iv) Company and its Subsidiaries may make intercompany loans to the extent permitted under subsections 7.1(iv); (v) Company and its Subsidiaries may continue to own the Investments owned by them and described in Schedule 7.3 annexed hereto;; ------------ (vi) Borrower Company and its Subsidiaries may make loans and advances to employees, officers, executives or consultants to Company and its Subsidiaries in the ordinary course of business of Company and its Subsidiaries as presently conducted for the purpose of purchasing Securities of Holdings so long as no cash is paid by Holdings or any of its Subsidiaries in connection the acquisition of such Securities; (vii) Company and its Subsidiaries may acquire and hold receivables owing to it, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms (including the dating of receivables) of Company or any such Subsidiary; (viii) Company and its Subsidiaries may acquire and own Investments (including debt obligations) received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business; (ix) Company and its Subsidiaries may make and own Investments consisting of deposits made in the ordinary course of business consistent with past practices to secure the performance of leases and may make any pledges or deposits permitted under subsection 7.2; (x) Holdings may make equity contributions to the capital of Company; (xi) Company and its Permitted Subsidiaries may make and own Investments in Subsidiaries pursuant to Permitted Acquisitions under subsection 7.7(xviii); (xii) Company and its Permitted Subsidiaries may make and own Investments consisting of notes received in connection with any Asset Sale or sale of other assets; provided that the aggregate principal amount of -------- such notes at any time outstanding shall not exceed 1-1/2% of consolidated total assets of Company and its Subsidiaries and such notes are secured by a first priority perfected lien on such assets sold; (xiii) Company and its Permitted Subsidiaries may make and own Investments in any Person which (a) (1) result in the creation of an account arising in the ordinary course of Company's or such Permitted Subsidiary's business or (2) result from the restructure, reorganization or similar composition of trade account obligations which arose in the ordinary course of business and which are owing to Company or such Permitted Subsidiary 116 from financially distressed debtors, and (b) are, in each case, subject to the Lien in favor of Administrative Agent under the Collateral Documents; (xiv) Holdings and its Permitted Subsidiaries may make and own Investments permitted under subsection 7.7; (xv) Company and its Subsidiaries may make and own Investments in shares wholly-owned Permitted Domestic Subsidiaries of capital stockCompany consisting of intercompany Indebtedness of such Permitted Subsidiaries converted to equity Investments, evidence to the extent necessary to maintain the solvency in accordance with applicable legal requirements of such Permitted Subsidiary, provided that the underlying intercompany Indebtedness or was permitted -------- hereunder at the time of such conversion; (xvi) Permitted Foreign Subsidiaries of Holdings may make and own Investments in Foreign Cash Equivalents; (xvii) Company and its Permitted Subsidiaries may make and own other security acquired in consideration for or as evidence of past-due or restructured Accounts Investments in an aggregate face amount of such Accounts not to exceed at any time not to exceed $500,000;10,000,000; and (viixviii) Borrower Company and its Subsidiaries may make and own other Investments in non-cash consideration received a Person or business in connection with any Asset Sale otherwise permitted hereby; (viii) Borrower substantially the same line of business as the Company and its Permitted Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organization; (ix) Borrower and its Subsidiaries may make and own Investments in loans and advances (a) to their respective employees for moving, entertainment, travel and other similar expenses in the ordinary course of business an aggregate amount not to exceed $250,000 in the aggregate at any time outstanding, or an amount equal to the lesser of (by) 50% of the amount of Net Equity Proceeds and (z) the amount such Net Equity Proceeds that has not been applied to their respective employees and to their respective independent sales representatives secured by repay the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 Loans in the aggregate at any time outstanding; (x) Borrower and its Subsidiaries may make acquisitions permitted pursuant to accordance with subsection 7.7; and (xi) Borrower and its Subsidiaries may sell inventory on credit in the ordinary course of business2.4A(iii)(d).

Investments; Joint Ventures. Borrower shall Company will not, and shall will not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in the Securities of any Person, including Person or in any Joint Venture, except: A. Company and its Subsidiaries may make purchases of or otherwise acquire all or substantially all of the assets of any Person or the capital stock of any Person if Company shall (i) Borrower be entitled to purchase and shall purchase such number of shares of the capital stock of such Person such that Company will have the ability to cause the merger of such Person with and into a Subsidiary of Company without the necessity that holders of such capital stock (other than Company, Affiliates or Persons acting in concert with Company) approve such merger and such merger or acquisition actually occurs as soon as practicable following the purchase of such shares, (ii) directly or indirectly own all of the voting stock (on a fully diluted basis) of such Person or (iii) acquire all or substantially all of the assets of such Person; provided that Company and its Subsidiaries may make no such acquisition of all or substantially all of the assets of any Person or the capital stock of any Person if such acquisition is not approved in advance by affirmative vote of the board of directors of such Person; provided further that, prior to the consummation of any such acquisition, Company shall have delivered to Agent an Officers Certificate of Company stating that, after giving effect to the proposed acquisition, Company will be in compliance on a pro forma basis with the covenants contained in subsection 6.5, recomputed as at the last day of the most recently ended fiscal quarter of Company and including for purposes of such pro forma calculation the relevant financial information for the Person whose capital stock, or all or substantially all the assets of which, are proposed to be acquired; B. Company and its Subsidiaries may purchase and hold, for investment purposes only, Marketable Securities and Non-Marketable Securities, valued at the original cost thereof, as follows: (i) during any Pricing Period for which Company s Pricing Level is Pricing Level I, Company and its Subsidiaries may have Investments in Marketable Securities or Non-Marketable Securities, or any combination thereof, in an aggregate amount not to exceed $100,000,000; (ii) during any Pricing Period for which Company s Pricing Level is Pricing Level II, Company and its Subsidiaries may have Investments in Marketable Securities or Non-Marketable Securities, or any combination thereof, in an aggregate amount not to exceed $75,000,000, provided that the portion thereof held in Non-Marketable Securities shall in no event exceed $35,000,000; and (iii) during any Pricing Period for which Company s Pricing Level is Pricing Level III, Company and its Subsidiaries may have Investments in Marketable Securities or Non-Marketable Securities, or any combination thereof, in an aggregate amount not to exceed $25,000,000, provided further that the portion thereof held in Non-Marketable Securities shall in no event exceed $12,500,000; provided still further that in the event that Company and its Subsidiaries have Excess Investments in Securities, to the extent that the Total Utilization of Revolving Loan Commitments exceeds the Revolving Loan Commitments then in effect, Company and its Subsidiaries shall commence to dispose of such excess Securities in a prudent and diligent manner; provided still further that the aggregate Investments under this subsection 6.3.B in any one Person may not exceed ten percent of Adjusted Tangible Net Worth determined as at the time of such Investment; C. Company and its Subsidiaries may make Investments in Joint Ventures in which Company or such Subsidiary has an active managerial role in the decision making and operations; and D. Company and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower and its Subsidiaries may (a) make and own Investments in any Loan Party, and (b) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000; (iii) Borrower and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv); (iv) Borrower and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (v) Borrower and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date and described in Schedule 7.3 annexed hereto; (vi) Borrower and its Subsidiaries may make and own Investments in shares of capital stock, evidence of Indebtedness or other security acquired in consideration for or as evidence of past-due or restructured Accounts in an aggregate face amount of such Accounts at any time not to exceed $500,000; (vii) Borrower and its Subsidiaries may make and own Investments in non-cash consideration received in connection with any Asset Sale otherwise permitted hereby; (viii) Borrower and its Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organization; (ix) Borrower and its Subsidiaries may make and own Investments in loans and advances (a) to their respective employees for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $250,000 in the aggregate at any time outstanding, or (b) to their respective employees and to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstanding; (x) Borrower and its Subsidiaries may make acquisitions permitted pursuant to subsection 7.7; and (xi) Borrower and its Subsidiaries may sell inventory on credit in the ordinary course of business.

Investments; Joint Ventures. Each of Holdings and Borrower shall not, not and shall not suffer or permit any of its their respective Subsidiaries to, directly or indirectly, indirectly to make or own any Investment in any Person, including any Joint Venture, Person except: (iA) Borrower and its Subsidiaries may make and own Investments in Cash and Equivalents; provided that such Cash EquivalentsEquivalents are not subject to setoff rights; (iiB) Borrower and its Subsidiaries may make intercompany loans to (ai) make and own Investments any Subsidiary of Borrower, to the extent the Indebtedness created thereby is permitted by subsection 3.1, in any Loan Partyorder to provide for the cash requirements of such Subsidiary in the ordinary course of business (to the extent the use of the proceeds of such intercompany loans are otherwise not prohibited by this Agreement), and (bii) so long as no Default or Event of Default is continuing, Holdings, to the extent the Indebtedness created thereby is permitted by subsection 3.1, to the extent, and as and when, needed in order to permit Holdings to make interest payments required under, and own Investments in any Subsidiaries of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000permitted by the subordination provisions of, the Sharp Note; (iiiC) Borrower and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv); (iv) Borrower and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (v) Borrower and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date and described in Schedule 7.3 annexed hereto; (vi) Borrower and its Subsidiaries may make and own Investments in shares of capital stock, evidence of Indebtedness or other security acquired in consideration for or as evidence of past-due or restructured Accounts in an aggregate face amount of such Accounts at any time not to exceed $500,000; (vii) Borrower and its Subsidiaries may make and own Investments in non-cash consideration received in connection with any Asset Sale otherwise permitted hereby; (viii) Borrower and its Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organization; (ix) Borrower and its Subsidiaries may make and own Investments in loans and advances (a) to their respective employees for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $250,000 in the aggregate at any time outstanding, or (b) to their respective employees and to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 500,000 in the aggregate at any time outstanding; (D) Non-cash proceeds of asset sales permitted under subsection 3.7 (so long as such non-cash proceeds, unless representing proceeds of a sale by an Institution Subsidiary of Borrower, are subjected to a perfected Lien in favor of Agent pursuant to documentation acceptable to Agent); (E) Investments (w) by Holdings in the White Note, (x) by Holdings and Borrower existing on the Second Amendment and Restatement Date in the capital stock of their respective Subsidiaries and Investments by Holdings in the common stock of Borrower, (y) by Borrower in its Subsidiaries with proceeds of Revolving Loans as permitted by subsection 2.7 and (z) by Holdings and its Subsidiaries existing on the Second Amendment and Restatement Date and set forth on subschedule 7.1(B)(4); (F) Investments by Borrower and its Wholly-Owned Subsidiaries may make acquisitions permitted pursuant to subsection 7.7; andin Permitted Acquisitions; (xiG) Borrower and its Subsidiaries may sell inventory on credit in the ordinary course of business.Investments constituting Restricted Junior Payments permitted under subsection 3.5; (H) OMITTED;

Investments; Joint Ventures. Borrower Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower Company and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower and its Subsidiaries may (a) make and own Investments in any Loan Party, and (b) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000; (iii) Borrower and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv); (iv) Borrower and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (v) Borrower and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date and described in Schedule 7.3 annexed hereto; (vi) Borrower Company and its Subsidiaries may make and own other Investments (excluding Investments in shares of capital stock, evidence of Indebtedness or other security acquired in consideration for or as evidence of past-due or restructured Accounts EuroNimbus S.A.) in an aggregate face amount of such Accounts at any time not to exceed $500,000;1,500,000; and (viiiii) Borrower and its Subsidiaries may make and own Investments in non-cash consideration received in connection with any Asset Sale otherwise permitted hereby; (viii) Borrower Company and its Subsidiaries may make and own Investments with respect to any obligation share capital contributions to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organization; (ix) Borrower and its Subsidiaries may make and own Investments EuroNimbus S.A. in loans and advances (a) to their respective employees for moving, entertainment, travel and other similar expenses in the ordinary course of business an aggregate amount not to exceed $250,000 in 5,000,000." B. Notwithstanding the aggregate provisions of Sections 6.09 and 6.10 of the Credit Agreement, the Lenders hereby confirm and agree that EuroNimbus S.A. shall not be required to become a Subsidiary Guarantor under the Credit Agreement; provided, however, if Company or any of its Subsidiaries shall at any time outstandingduring the term of the Credit Agreement pledge or otherwise encumber the capital stock of EuroNimbus S.A., then an Event of Default shall be deemed to have occurred under the terms of the Credit Agreement. C. Company hereby represents and warrants that (except as otherwise permitted under the terms of the Credit Agreement) with respect to any grants extended to, or in favor of, EuroNimbus S. A. by (a) the Government of the Grand Duchy of Luxembourg or any agency or instrumentality thereof (the "Government), neither Company nor any of its Subsidiaries (other than EuroNimbus S. A.) shall incur any repayment obligation to the Government under any circumstances, and (b) with respect to their respective employees and the Societe Nationale de Credit et d'Investissement ("SNCI"), neither Company nor any of its Subsidiaries (other than EuroNimbus S.A.) shall incur any repayment obligation to their respective independent sales representatives secured SNCI under any circumstances. D. The Borrowers will execute such additional documents as are reasonably requested by the pledge Lenders to reflect the terms and conditions of shares this Fifth Amendment. E. Except as modified hereby, all of Borrower Common Stock the terms and provisions of the Credit Agreement (and Exhibits) remain in full force and effect. F. This Fifth Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original and it shall not be necessary in making proof of this Fifth Amendment to produce or account for more than one such counterpart. G. This Fifth Amendment and the Credit Agreement, as amended hereby, shall be deemed to be contracts made to finance under, and for all purposes shall be construed in accordance with the purchase by such employees (or representatives) laws of such stock, not to exceed $1,000,000 in the aggregate at any time outstanding; (x) Borrower and its Subsidiaries may make acquisitions permitted pursuant to subsection 7.7; and (xi) Borrower and its Subsidiaries may sell inventory on credit in the ordinary course State of businessNew York.

Investments; Joint Ventures. Borrower Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (iia) Borrower Company and its Subsidiaries may (ax) make and own Investments in any Loan Party, and (b) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000; (iii) Borrower and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv); (iv) Borrower and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (v) Borrower and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date in any Subsidiaries of Company, and described (y) make and own additional Investments in Schedule 7.3 annexed heretoany Subsidiary Guarantor; (viii) Borrower Company and its Subsidiaries may make and own intercompany loans to the extent permitted by subsections 7.1(vi), 7.1(viii) and 7.1(ix); (iii) Company and its Subsidiaries may make and own Investments in shares Cash Equivalents; (iv) Company and its Subsidiaries may make and own Consolidated Capital Expenditures permitted by subsection 7.6D; (v) Company and its Subsidiaries may make and own Investments consisting of capital stocknotes received in connection with any Asset Sale permitted under subsection 7.7(iv); (vi) Company and its Subsidiaries may make loans to officers, evidence employees, directors, executives or consultants of Indebtedness Company and its Subsidiaries (a) in the ordinary course of business for travel, moving, entertainment or other security acquired in consideration for similar expenses, or as evidence of past-due or restructured Accounts (b) otherwise in an aggregate face amount of such Accounts at any time not to exceed $500,0001,000,000 outstanding at any time; (vii) Borrower Company and its Subsidiaries may make and own Permitted Acquisitions; (viii) Company and its Subsidiaries may continue to own the Investments described in Schedule 7.3 annexed hereto; ------------ (ix) Company and its Subsidiaries may make loans and advances to employees, officers, executives or consultants to Company and its Subsidiaries in the ordinary course of business of Company and its Subsidiaries as presently conducted for the purpose of purchasing capital stock of Company so long as the proceeds of such loans or advances are used in their entirety to purchase such capital stock; (x) Company and its Subsidiaries may make and own Investments in non-cash consideration received in connection with any Asset Sale otherwise permitted herebySubsidiaries pursuant to Permitted Acquisitions under subsection 7.7(v) and other Investments owned by entities acquired pursuant to such Permitted Acquisitions to the extent owned as at the time of consummation of such Permitted Acquisitions; (viiixi) Borrower and its Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organization; (ix) Borrower Company and its Subsidiaries may make and own Investments in loans and advances (a) to their respective employees for moving, entertainment, travel and other similar expenses in the ordinary course wholly-owned Subsidiaries of business not to exceed $250,000 in the aggregate at any time outstanding, or (b) to their respective employees and to their respective independent sales representatives secured by the pledge Company consisting of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) intercompany Indebtedness of such stockSubsidiaries converted to equity Investments, not to exceed $1,000,000 in provided -------- that the aggregate underlying intercompany Indebtedness was permitted hereunder at any the time outstandingof such conversion; (xxii) Borrower Company and its Subsidiaries may make acquisitions and own Investments not otherwise permitted pursuant under this subsection 7.3 in an aggregate amount not in excess of $5,000,000, plus, with respect to subsection 7.7Investments made by Company and ---- its Domestic Subsidiaries only, the Excess Proceeds Amount; and (xixiii) Borrower Company and its Subsidiaries may sell inventory make and own Investments in Foreign Subsidiaries of Company; provided that the sum of (y) aggregate -------- amount of all such Investments, plus (z) the aggregate outstanding ---- principal amount of Indebtedness of the type permitted under subsection 7.1(viii), shall not exceed the sum of (a) $15,000,000 plus, (b) an amount ---- equal to the amount of intercompany Indebtedness owed by Foreign Subsidiaries to Company or any of its Domestic Subsidiaries as of the Closing Date and listed on credit in the ordinary course of business.Schedule 7.1 annexed hereto. ------------

Investments; Joint Ventures. Borrower Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower Company and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower Company and its Subsidiaries may make loans and advances to officers, directors and employees of Company or any of its Subsidiaries (a) make and own Investments in any Loan Party, to finance the purchase of capital stock of Company and (b) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties in an aggregate principal amount not to exceed $750,0005,000,000 at any time outstanding for additional purposes not contemplated by the foregoing clause (a); (iii) Borrower Company and its Subsidiaries may make intercompany loans to the extent and own Investments consisting of any non-cash proceeds received by Company or any of its Subsidiaries in connection with any Asset Sale permitted under subsection 7.1(iv7.7(v); (iv) Borrower and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (v) Borrower Company and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date and described in Schedule SCHEDULE 7.3 annexed heretohereto and Company and its Subsidiaries may make and own Investments purchased with the proceeds of the sale of any Investments permitted under this subsection 7.3(iv); (viv) Borrower Company and its Subsidiaries may make and own Investments in shares special-purpose entities established to purchase accounts receivable from Company or any of capital stock, evidence of Indebtedness or other security acquired in consideration for or as evidence of past-due or restructured its Subsidiaries pursuant to an Accounts in an aggregate face amount of such Accounts at any time not to exceed $500,000;Receivable Facility; and (viivi) Borrower Company and its Subsidiaries may make and own Investments (collectively, "UNRESTRICTED INVESTMENTS") in non-cash consideration received in connection with any Asset Sale otherwise addition to those permitted hereby; under clauses (viiii) Borrower and its Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organization; through (ixv) Borrower and its Subsidiaries may make and own above, including Investments in loans Restricted Acquisition Subsidiaries and advances in Unrestricted Subsidiaries, as follows: (a) to their respective employees for moving, entertainment, travel and other similar expenses Unrestricted Investments in the ordinary course of business an aggregate amount not to exceed $250,000 in the aggregate at any time outstanding, (1) $50,000,000 for all such Unrestricted Investments in Unrestricted Subsidiaries or (2) $100,000,000 for all such Unrestricted Investments (including all such Unrestricted Investments in Restricted Acquisition Subsidiaries and Unrestricted Subsidiaries) and (b) Unrestricted Investments in addition to their respective employees and the Unrestricted Investments permitted under the preceding clause (a), PROVIDED that after giving effect to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by any such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstanding; (x) Borrower and its Subsidiaries may make acquisitions permitted additional Unrestricted Investment pursuant to subsection 7.7; and this clause (xib) Borrower and its Subsidiaries may sell inventory on credit in the ordinary course of businessAvailable Amount Usage shall not exceed the Available Amount.

Investments; Joint Ventures. Borrower Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower Company and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower Company and its Subsidiaries may (a) make and continue to own the Investments in any Loan Party, and (b) make and own Investments owned by them as of the Closing Date in any Subsidiaries of Borrower that are not Loan Parties Company and described on Schedule 5.1 annexed hereto as in aggregate amount not to exceed $750,000effect on the Closing Date; (iii) Borrower Company and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv); (iv) Borrower Company and its Subsidiaries may make create or acquire new Subsidiaries to the extent otherwise permitted under this Agreement; provided that (a) any such new Subsidiary is wholly-owned by Company or one of its wholly- owned Subsidiaries and the provisions of subsections 6.8 and 6.9 have been complied with and (b) to the extent such creation or acquisition constitutes a Consolidated Capital Expenditures Expenditure, such Consolidated Capital Expenditure is permitted by under subsection 7.8; (v) Borrower Company and its Subsidiaries may continue to own the existing Investments owned by them as of the Closing Date and described in Schedule 7.3 annexed hereto; (vi) Borrower Company or any of its Subsidiaries may, so long as no Potential Event of Default or Event of Default has occurred and is continuing or occurs as a result thereof, make Development Investments in or to any Developer; provided that (a) no such Development Investment shall be permitted unless, at the time of the making of such Development Investment, the Development Site and the store located or to be located at the Development Site have been leased or irrevocably committed by the Developer to be leased to Company or one of its Subsidiaries, (b) neither Company nor any of its Subsidiaries may be or become a general partner of any Developer or otherwise be liable in any manner for any Indebtedness or any other obligations of any Developer (other than pursuant to customary provisions contained in any lease pertaining to a Development Site or a store leased to Company or one of its Subsidiaries) and (c) the aggregate Development Investments, together with the maximum aggregate liability, contingent or otherwise, of Company and its Subsidiaries in respect of all Contingent Obligations under subsection 7.4(viii), shall not exceed $35,000,000 at any time outstanding; (vii) Company and its Subsidiaries may make and own Investments received in shares connection with the bankruptcy of capital stocksuppliers and customers or received pursuant to a plan of reorganization of any supplier or customer, evidence in each case in settlement of delinquent obligations or disputes with such suppliers or customers; (viii) So long as no Event of Default or Potential Event of Default shall have occurred and be continuing, Company or any of its Subsidiaries may make loans to its employees for the purpose of purchasing Common Stock of Company; provided that the aggregate amount of such loans shall not exceed $6,000,000 at any time outstanding; (ix) Company and its Subsidiaries may accept promissory notes received in consideration of, or the deferral of a portion of the sales price accepted with respect to, any Asset Sale; provided that (a) with respect to Asset Sales of California Properties, the aggregate principal amount of such promissory notes and the deferred portion of such sales prices from and after the Closing Date shall not exceed 80% of the aggregate sales prices related to such Asset Sales of California Property; (b) the aggregate principal amount of such promissory notes and the deferred portion of such sales prices related to all other Asset Sales shall not at any time exceed $10,000,000; and (c) subject to subsection 6.11, any such promissory notes so accepted shall be pledged as security for the Obligations pursuant to the applicable Collateral Document; (x) Company or any of its Subsidiaries may, so long as no Potential Event of Default or Event of Default has occurred and is continuing or occurs as a result thereof, make California Development Investments; provided that (a) neither Company nor any of its Subsidiaries may be or become a general partner of any Developer or otherwise be liable in any manner for any Indebtedness or any other security acquired obligations of any Developer (other than pursuant to customary provisions contained in consideration any lease pertaining to a Development Site); (b) the aggregate California Development Investments, together with the maximum aggregate liability, contingent or otherwise, of Company and its Subsidiaries in respect of all Contingent Obligations under subsection 7.4(ix), shall not exceed $25,000,000 at any time outstanding; (c) California Development Investments may be made in cash only with respect to California Properties which are then subject to an executed contract of sale or lease with a party not an Affiliate of Company and the aggregate amount of all such cash California Development Investments shall not exceed $15,000,000 at any time outstanding; provided that up to $5,000,000 in California Development Investments may be made in cash with respect to California Properties which are not then subject to such an executed contract of sale or lease; (xi) Company and its Subsidiaries may make loans to redevelopment agencies for or as evidence of past-due or restructured Accounts business purposes in an aggregate face amount of such Accounts at any time not to exceed $500,0005,000,000 at any time outstanding; (viixii) Borrower Company and its Subsidiaries may make and own Investments (a) in non-suppliers in anticipation of becoming a customer of such suppliers and in lieu of deposits, cash consideration received discounts or concessions and (b) in connection with joint ventures with suppliers entered into in the ordinary course of business; provided that the aggregate amount of all such Investments under clauses (a) and (b), together with the amount of guarantees permitted under subsection 7.4(v), shall not exceed $5,000,000 at any Asset Sale otherwise permitted herebytime outstanding; (viiixiii) Borrower Company may purchase and hold securities evidencing Indebtedness incurred by the Owner Trustee in connection with the acquisition by the Owner Trustee of Related Assets so long as the aggregate principal amount of such securities so held by Company at any time does not exceed $20,000,000; and (xiv) Company and its Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organization; (ix) Borrower and its Subsidiaries may make and own other Investments in loans and advances (a) to their respective employees for moving, entertainment, travel and other similar expenses in the ordinary course of business an aggregate amount not to exceed $250,000 in the aggregate at any time outstanding, or (b) to their respective employees and to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstanding; (x) Borrower and its Subsidiaries may make acquisitions permitted pursuant to subsection 7.7; and (xi) Borrower and its Subsidiaries may sell inventory on credit in the ordinary course of business10,000,000.

Investments; Joint Ventures. Borrower shall not, will not and shall will not permit any of its Subsidiaries to, directly or indirectly, indirectly to make or own any Investment in any Person, including any Joint Venture, exceptPerson except to the extent permitted by the Financing Documents: (iA) Borrower and its Subsidiaries may make and own Investments in Cash Equivalents; provided that such Cash Equivalents are not subject to set-off rights, other than for fees, returned checks and Cash Equivalentsindemnities; (ii) Borrower and its Subsidiaries may (a) make and own Investments in any Loan Party, and (b) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000; (iiiB) Borrower and its Subsidiaries may make intercompany loans among themselves to the extent such Indebtedness is permitted under pursuant to subsection 7.1(iv3.1(B); (ivC) Borrower and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (v) Borrower and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date and described in Schedule 7.3 annexed hereto; (vi) Borrower and its Subsidiaries may make and own Investments in shares of capital stock, evidence of Indebtedness or other security acquired in consideration for or as evidence of past-due or restructured Accounts in an aggregate face amount of such Accounts at any time not to exceed $500,000; (vii) Borrower and its Subsidiaries may make and own Investments in non-cash consideration received in connection with any Asset Sale otherwise permitted hereby; (viii) Borrower and its Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organization; (ix) Borrower and its Subsidiaries may make and own Investments in loans and advances (a) to their respective employees for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $250,000 in the aggregate at any time outstanding, or (b) to their respective employees and to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 500,000 in the aggregate at any time outstanding; (xD) Borrower and its Subsidiaries may make acquisitions permitted pursuant to subsection 7.7; andInvestments in Domestic Subsidiaries so long as such Domestic Subsidiary has issued the guarantee, and granted the security interest, contemplated by Section 2.8 hereof; (xiE) Borrower and its Subsidiaries may sell inventory on credit acquire and own Investments of any Person received in connection with the bankruptcy or reorganization of suppliers and customers and in connection with the settlement of delinquent obligations of, and disputes with, customers and suppliers arising in the ordinary course of business., and other Investments received in respect thereof; (F) Investments received in connection with Asset Dispositions or other sales, dispositions or transfers of property not prohibited hereunder, and other Investments received in respect thereof; (G) Investments existing on the Restatement Effective Date and disclosed on Schedule 3.3, and other Investments received in respect thereof;

Investments; Joint Ventures. Borrower Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower Holdings and its Subsidiaries may make and own Investments in Cash and Cash EquivalentsEquivalents ; (ii) Borrower and its Subsidiaries Holdings may (a) make and continue to own the Investments owned by it as of the Closing Date in any Loan PartyCompany, and (b) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000; (iii) Borrower and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv); (iv) Borrower and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (v) Borrower Company and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date in any Subsidiaries of Company, and make Investments in Permitted Subsidiaries (in accordance with the definitions of Permitted Domestic Subsidiaries and Permitted Foreign Subsidiaries); (iii) Holdings and its Subsidiaries may own Investments in their respective Subsidiaries to the extent that such Investments reflect an increase in the value of such Subsidiaries; 117 (iv) Company and its Subsidiaries may make intercompany loans to the extent permitted under subsections 7.1(iv) and (xiv); (v) Company and its Subsidiaries may continue to own the Investments owned by them and described in Schedule 7.3 annexed hereto;; ------------ (vi) Borrower Company and its Subsidiaries may make loans and advances to employees, officers, executives or consultants to Company and its Subsidiaries in the ordinary course of business of Company and its Subsidiaries as presently conducted for the purpose of purchasing Securities of Holdings so long as no cash is paid by Holdings or any of its Subsidiaries in connection the acquisition of such Securities; (vii) Company and its Subsidiaries may acquire and hold receivables owing to it, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms (including the dating of receivables) of Company or any such Subsidiary; (viii) Company and its Subsidiaries may acquire and own Investments (including debt obligations) received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business; (ix) Company and its Subsidiaries may make and own Investments consisting of deposits made in the ordinary course of business consistent with past practices to secure the performance of leases and may make any pledges or deposits permitted under subsection 7.2; (x) Holdings may make equity contributions to the capital of Company; (xi) Company and its Permitted Subsidiaries may make and own Investments in Subsidiaries pursuant to Permitted Acquisitions under subsection 7.7(xiii); (xii) Company and its Permitted Subsidiaries may make and own Investments consisting of notes received in connection with any Asset Sale or sale of other assets; provided that the aggregate principal amount of -------- such notes at any time outstanding shall not exceed 1-1/2% of consolidated total assets of Company and its Subsidiaries and such notes are secured by a first priority perfected lien on such assets sold; (xiii) Company and its Permitted Subsidiaries may make and own Investments in any Person which (a) (1) result in the creation of an account arising in the ordinary course of Company's or such Permitted Subsidiary's business or (2) result from the restructure, reorganization or similar composition of trade account obligations which arose in the ordinary course of business and which are owing to Company or such Permitted Subsidiary from financially distressed debtors, and (b) are, in each case, subject to the Lien in favor of Collateral Agent under the Collateral Documents; 118 (xiv) Holdings and its Permitted Subsidiaries may make and own Investments contemplated under subsection 7.7; (xv) Company and its Subsidiaries may make and own Investments in shares wholly-owned Permitted Domestic Subsidiaries of capital stockCompany consisting of intercompany Indebtedness of such Permitted Subsidiaries converted to equity Investments, evidence to the extent necessary to maintain the solvency in accordance with applicable legal requirements of such Permitted Subsidiary, provided that the underlying intercompany Indebtedness or was permitted -------- hereunder at the time of such conversion; (xvi) Permitted Foreign Subsidiaries of Holdings may make and own Investments in Foreign Cash Equivalents; (xvii) Company and its Permitted Subsidiaries may make and own other security acquired in consideration for or as evidence of past-due or restructured Accounts Investments in an aggregate face amount of such Accounts not to exceed at any time not to exceed $500,000;10,000,000; and (viixviii) Borrower Company and its Subsidiaries may make and own other Investments in non-cash consideration received a Person or business in connection with any Asset Sale otherwise permitted hereby; (viii) Borrower substantially the same line of business as the Company and its Permitted Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organization; (ix) Borrower and its Subsidiaries may make and own Investments in loans and advances (a) to their respective employees for moving, entertainment, travel and other similar expenses in the ordinary course of business an aggregate amount not to exceed $250,000 in the aggregate at any time outstandingan amount equal to the sum of (1) the lesser of (y) 50% of the amount of Net Equity Proceeds (exclusive of any Net Equity Proceeds referred to in subsection 2.4A(iii)(d)(C)(y)) and (z) the amount such Net Equity Proceeds that has not been applied to repay the Loans in accordance with subsection 2.4A(iii)(d) (exclusive of any Net Equity Proceeds referred to in subsection 2.4A(iii)(d)(C)(y)), or plus (b2) the ---- amount contributed to their respective employees and to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstanding; (x) Borrower and its Subsidiaries may make acquisitions permitted Company pursuant to subsection 7.7; and (xi) Borrower and its Subsidiaries may sell inventory on credit in the ordinary course of business2.4A(iii)(d)(C)(y).

Investments; Joint Ventures. Borrower Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower Company and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower Company and its Subsidiaries may (a) make and own Investments in any Loan Party, and (b) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000; (iii) Borrower and its Subsidiaries Subsidiary Guarantor may make intercompany loans to the extent permitted under subsection 7.1(iv); (iviii) Borrower Company and its Subsidiaries (other than Inactive Subsidiaries) may make Consolidated Capital Expenditures permitted by subsection 7.8Expenditures; (iv) Company and Merger Sub may consummate the Acquisition and the Merger; (v) Borrower Company and its Subsidiaries may continue to own the Investments owned by them as and described on Schedule 7.3 of the Closing Date and described in Schedule 7.3 annexed heretoCompany Disclosure Letter; (vi) Borrower Company and its Subsidiaries (other than Inactive Subsidiaries) may make and own Investments in shares of capital stock, evidence of Indebtedness or other security acquired in consideration for or as evidence of pastwholly-due or restructured Accounts in an aggregate face amount of such Accounts at any time not to exceed $500,000owned Subsidiary Guarantors; (vii) Borrower Company and its Subsidiaries Subsidiary Guarantors may make and own Investments in nonaddition to those permitted under subsection 7.3(ix) in Subsidiaries (other than wholly-cash consideration received owned Subsidiary Guarantors) in connection with an aggregate amount (including the amount of any Asset Sale otherwise permitted hereby;such Investments listed on Schedule 7.3 of the Company Disclosure Letter, other than Investments in Inactive Subsidiaries) not to exceed $40,000,000 at any time; 97 (viii) Borrower Company and its Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organization; (ixother than Inactive Subsidiaries) Borrower and its Subsidiaries may make and own Investments in loans and advances (a) to their respective employees for moving, entertainment, travel and other similar expenses Joint Ventures in the ordinary course of business an aggregate amount not to exceed $250,000 in the aggregate 2,000,000 at any time outstanding, or time; (bix) to their respective employees Company may make and to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, own Investments in Xxxxxxxxxx Group Ltd. in an aggregate amount not to exceed $1,000,000 in the aggregate 10,000,000 at any time outstandingtime; (x) Borrower and its Subsidiaries may make acquisitions permitted pursuant to subsection 7.7; and (xi) Borrower and its Subsidiaries may sell inventory on credit in the ordinary course of business.

Investments; Joint Ventures. Borrower The Credit Parties shall not, and shall not permit any of its their respective Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower and its Subsidiaries may (a) make and own Investments owned by them as of the Closing Date in any Loan Party, and (b) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000their respective Subsidiaries; (iii) Borrower and its Subsidiaries may make intercompany Intercompany loans to the extent permitted under subsection 7.1(iv); (iv) Consolidated Capital Expenditures not prohibited hereunder; (v) Investments consisting of surety bonds, escrow arrangements, security deposits and like transactions incurred either (a) in the ordinary course of business or (b) in connection with a Permitted Acquisition; (vi) Investments in Loan Parties (other than Holdings) or in newly formed Subsidiaries; provided that such newly formed Subsidiaries become parties to the Guaranty and the other Loan Documents to the same extent as the existing Guarantors; (vii) Investments existing as of the Closing Date as set forth in Schedule 7.3; (viii) So long as no Event of Default or Potential Event of Default shall have occurred and be continuing, or would result therefrom, Borrower and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; other Investments; provided, that (va) Borrower any Cash consideration paid or advanced to make any such Investment, together with all Cash consideration paid or advanced to make all such Investments made pursuant to this clause (viii), shall not exceed Ten Million Dollars ($10,000,000) in the aggregate from and its Subsidiaries may continue to own the Investments owned by them as of after the Closing Date and described in Schedule 7.3 annexed hereto; (vi) Borrower and its Subsidiaries may make and own Investments in shares of capital stockDate, evidence of Indebtedness or other security acquired in consideration for or as evidence of past-due or restructured Accounts in an aggregate face less the amount of any consideration paid (including any such Accounts at any time not to exceed $500,000; (viiconsideration in the form of Permitted Seller Notes) Borrower and its Subsidiaries may make and own Investments in non-cash consideration received in connection with any Asset Sale otherwise permitted hereby; Permitted Acquisitions of entities that would be designated as Excluded Subsidiaries or any acquisitions of assets held by Excluded Subsidiaries, and (b) the value of any non-Cash consideration paid or advanced to make any such Investment, together with the value of all non-Cash consideration paid or advanced to make all such Investments described under this clause (viii), shall not exceed Five Million Dollars ($5,000,000) in the aggregate (it being understood that the value of any such non-Cash consideration shall be determined in good faith by Borrower at the time such consideration is paid or advanced to make the applicable Investment) from and its Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors to after the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organizationClosing Date; (ix) Borrower and its Subsidiaries may make and own Investments in loans and advances (a) to their respective employees for moving, entertainment, travel and Joint Ventures in radio broadcast operations or other similar expenses businesses reasonably related thereto in the ordinary course of business an aggregate amount not to exceed Five Million Dollars ($250,000 in 5,000,000) from and after the aggregate at any time outstanding, or (b) to their respective employees and to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstandingClosing Date; (x) Borrower and its Subsidiaries may make acquisitions Investments with respect to transactions permitted pursuant to subsection 7.7; and (xi) Borrower Investments in FM Translators; provided that the aggregate amount of all Investments made pursuant to this subsection 7.3(xi) from and its Subsidiaries may sell inventory on credit in after the ordinary course of businessClosing Date shall not exceed Five Million Dollars ($5,000,000).

Investments; Joint Ventures. Borrower Company shall not, and shall not permit any of its Consolidated Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower Company and its Consolidated Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower Company and its Consolidated Subsidiaries may (a) make and own Investments described in any Loan Party, and (b) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000Schedule 5.10 annexed hereto; (iii) Borrower Company and its Consolidated Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv6.1(ii); Company and its Consolidated Subsidiaries may own the Investments existing on the Closing Date in Company's Subsidiaries; Company and its Consolidated Subsidiaries may make and own additional Investments after the Closing Date in Consolidated Subsidiaries which constitute Material Subsidiaries or in Consolidated Subsidiaries which are both Xxxx-Xxxxxx Guarantor Subsidiaries and Xxxx-Xxxxxx Pledged Subsidiaries; and Xxxxx Fargo Alarm Services, Inc. and BW-Canada Alarm (Xxxxx Fargo) Corporation may make and own Investments approved by Requisite Lenders in financing subsidiaries established for the purpose of purchasing and selling receivables, contracts and/or leases in connection with the Alarm Services Contract Securitization Facility permitted pursuant to subsection 6.1(viii); (iv) Borrower Company and its Consolidated Subsidiaries may make Consolidated Capital Expenditures acquire and retain ownership of Investments in connection with Asset Sales permitted by subsection 7.86.7(iii); (v) Borrower Company and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date and described in Schedule 7.3 annexed hereto; (vi) Borrower and its Consolidated Subsidiaries may make and own Investments in shares of capital stock, evidence of Indebtedness or other security acquired in consideration for or as evidence of past-due or restructured Accounts in an aggregate face amount of such Accounts at any time not to exceed $500,000; (vii) Borrower and its Subsidiaries may make and own Investments in non-cash consideration received in connection with any Asset Sale otherwise permitted hereby; (viii) Borrower the bankruptcy or reorganization of suppliers and its Subsidiaries may make customers and own Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law in settlement of the jurisdiction of such Person's organization; (ix) Borrower and its Subsidiaries may make and own Investments in loans and advances (a) to their respective employees for movingdelinquent obligations of, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $250,000 in the aggregate at any time outstandingdisputes with, or (b) to their respective employees customers and to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstanding; (x) Borrower and its Subsidiaries may make acquisitions permitted pursuant to subsection 7.7; and (xi) Borrower and its Subsidiaries may sell inventory on credit suppliers arising in the ordinary course of business; (vi) Company and its Consolidated Subsidiaries may make intercompany investments in BPS Financial Services, Inc. to the extent permitted pursuant to subsection 6.1(vii); (vii) Company and its Consolidated Subsidiaries may create or acquire new Consolidated Subsidiaries and make Investments in such Consolidated Subsidiaries to the extent not otherwise prohibited under this Agreement provided that the aggregate amount of all such Investments, (x) to the extent such creation or acquisition constitutes a Consolidated Capital Expenditure, does not exceed the Consolidated Capital Expenditure amount permitted pursuant to subsection 6.6E and (y) together with all amounts expended pursuant to subsection 6.7(ii), does not exceed the amount permitted by subsection 6.7(ii); and (viii) Company and its Consolidated Subsidiaries may create or acquire Joint Ventures to the extent not otherwise prohibited pursuant to this Agreement provided that the aggregate amount expended for all such Investments does not exceed $5,000,000.

Investments; Joint Ventures. Borrower Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower and its Subsidiaries Company may make and own Investments in Cash and Cash Equivalents; (ii) Borrower and its Subsidiaries may (a) make and own Investments in any Loan Party, and (b) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000; (iii) Borrower and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv); (iv) Borrower and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (v) Borrower Company and its Subsidiaries may continue to own the Investments owned by them as of the Third Amended and Restated Closing Date in any Subsidiaries of Company; (iii) Company may make and own Investments in Special Purpose Subsidiaries; provided that Company delivers to Administrative Agent an Officer's Certificate in form and substance satisfactory to Administrative Agent demonstrating that such Special Purpose Subsidiary meets the requirements set forth in the definition thereof; (iv) Company may make Investments in Joint Ventures in an aggregate amount not to exceed in any Fiscal Year, (A) the lesser of 25% of Consolidated Net Income for such Fiscal Year and $10 million less (B) the sum of (x) the aggregate amount of dividends on Company Common Stock declared or paid in such Fiscal Year and (y) the aggregate amount contributed to capital of Special Purpose Subsidiaries in such Fiscal Year; provided that Company shall not incur liabilities related to any such Joint Venture in excess of Company's Investment therein; (v) Company and its Subsidiaries may continue to own the Investments owned by them and described in Schedule 7.3 6.3 annexed heretohereto and Investments made in compliance with subsection 6.3(iv); (vi) Borrower Company may make the contributions to AFL of the AFL Aircraft and cash contemplated pursuant to the AFL Restructuring; (vii) Company may make the contribution to AFL II of the AFL II Aircraft contemplated pursuant to the AFL II Restructuring; and (viii) Company and its Subsidiaries may make and own other Investments in shares of capital stock, evidence of Indebtedness or other security acquired in consideration for or as evidence of past-due or restructured Accounts in an aggregate face amount of such Accounts at any time not to exceed $500,000; (vii) Borrower and its Subsidiaries may make and own Investments in non-cash consideration received in connection with any Asset Sale otherwise permitted hereby; (viii) Borrower and its Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organization; (ix) Borrower and its Subsidiaries may make and own Investments in loans and advances (a) to their respective employees for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $250,000 in the aggregate 15 million at any time outstanding. Notwithstanding the foregoing, except in connection with the AFL Restructuring or (b) the AFL II Restructuring, Company may not make any direct or indirect loan, advance or capital contribution to their respective employees and to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (AFL or representatives) of such stockAFL II, not to exceed $1,000,000 in the aggregate at any time outstanding; (x) Borrower and its Subsidiaries may make acquisitions permitted pursuant to subsection 7.7; and (xi) Borrower and its Subsidiaries may sell inventory on credit in the ordinary course of businessrespectively.

Investments; Joint Ventures. Borrower Each Credit Party shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower and its Subsidiaries the Credit Parties may make and own Investments in Cash and Cash Equivalents; (ii) Borrower and its Subsidiaries may (a) make and own Investments Equivalents in any Loan Party, and (b) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties in an aggregate amount not to exceed $750,0006,500,000 at any time; (iiiii) Borrower and its Subsidiaries the Borrowers may make intercompany loans Intercompany Loans to Guarantors to the extent permitted under subsection 7.1(iv), provided that (x) the aggregate amount of Intercompany Loans made to Restricted Credit Parties shall not at any time exceed $500,000, unless consented to in writing by the Lenders and (y) no Intercompany Loans may be made to any Restricted Talpro Entity until such entity shall have entered into Security Documents and/or amendments to Security Documents in form and substance reasonably satisfactory to Agent and Requisite Lenders, creating a validly perfected and enforceable security interest in all assets of such Restricted Talpro Entity subject only to Permitted Encumbrances and other Liens permitted by the terms of this Amended Loan Agreement; (iii) the Credit Parties may make or incur Consolidated Capital Expenditures, Consolidated Land Acquisition Costs and Consolidated Land Development Costs permitted by subsection 7.8, provided that this clause (iii) shall not permit an Investment by a Credit Party in any Person that is not otherwise permitted by the terms of this Section 7.3; (iv) Borrower and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (v) Borrower and its Subsidiaries the Credit Parties may continue to own the Investments owned by them as of the Closing Date and described in Schedule 7.3 7.3(iv) annexed hereto; (v) [intentionally omitted]; (vi) Borrower and its Subsidiaries the Credit Parties may make and own other Investments in shares any of capital stock, evidence of Indebtedness or other security acquired in consideration for or as evidence of pasttheir wholly-due or restructured Accounts owned Subsidiaries in an aggregate face amount of such Accounts not at any time not to exceed $500,000; (vii) Borrower 50,000, provided that prior to making any such Investment the Subsidiary receiving such Investment shall have been added as a Guarantor hereunder and its Subsidiaries may make and own Investments in non-cash consideration received in connection with any Asset Sale otherwise permitted hereby; (viii) Borrower and its Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors shall have granted to the fullest extent permitted by Collateral Agent (for the corporation or limited liability company law benefit of the jurisdiction Lenders) a valid and enforceable first priority Lien in all of such Person's organization; (ix) Borrower its assets, real, personal and its Subsidiaries may make and own Investments mixed, in loans and advances (a) to their respective employees for moving, entertainment, travel and other similar expenses in accordance with the ordinary course terms of business not to exceed $250,000 in the aggregate at any time outstanding, or (b) to their respective employees and to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstanding; (x) Borrower and its Subsidiaries may make acquisitions permitted pursuant to subsection 7.7; and (xi) Borrower and its Subsidiaries may sell inventory on credit in the ordinary course of business.3.2E.

Investments; Joint Ventures. The Borrower shall will not, and shall not nor will the Borrower permit any of its Subsidiaries to, directly or indirectlyindirectly to, make or own any Investment in any Person, including any Joint Venture, Person except: (ia) the Borrower and its Subsidiaries may make and own Investments in Cash Equivalent Investments; PROVIDED, that such Cash Equivalent Investments are not subject to setoff rights (other than in favor of a Secured Party); PROVIDED further that, to the extent any Loans are outstanding, the aggregate amount of cash and Cash Equivalents; (ii) Equivalent Investments held by the Borrower and its Subsidiaries may (a) make and own Investments in shall not exceed $10,000,000 for any Loan Party, and period of three consecutive Business Days; (b) make intercompany loans permitted by CLAUSES (c), () and own Investments in any Subsidiaries (G) of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000SECTION 7.2.2; (c) capital contributions made by (i) the Borrower in Subsidiary Guarantors (other than Xxxxxx Holding Co.), (ii) Subsidiary Guarantors in other Subsidiary Guarantors (other than Xxxxxx Holding Co.) and (iii) Subsidiary Guarantors in the Borrower; (d) the Borrower and its Subsidiaries (other than Xxxxxx Holding Co.) may make Investments to consummate a Permitted Acquisition; (e) the Borrower and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv); (iv) Borrower and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (v) Borrower and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date and described in Schedule 7.3 annexed hereto; (vi) Borrower and its Subsidiaries may make and own Investments in shares of capital stock, evidence of Indebtedness or other security acquired in consideration for or as evidence of past-due or restructured Accounts in an aggregate face amount of such Accounts at any time not to exceed $500,000; (vii) Borrower and its Subsidiaries may make and own Investments in non-cash consideration received in connection with any Asset Sale otherwise permitted hereby; (viii) Borrower and its Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organization; (ix) Borrower and its Subsidiaries may make and own Investments in loans and advances (a) to their respective employees for moving, entertainment, travel travel, relocation and other similar expenses in the ordinary course of business not to exceed $250,000 in 1,000,000 (MINUS the aggregate at any time outstanding, or amount of Contingent Liabilities incurred in accordance with CLAUSE (b) to their respective employees and to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representativesi) of such stock, not to exceed $1,000,000 SECTION 7.2.8) in the aggregate at any time outstanding; (xf) Investments constituting Capital Expenditures to the extent permitted by the terms of this Agreement; (g) Investments consisting of the extension of trade credit by the Borrower and or any of its Subsidiaries may make acquisitions permitted pursuant to subsection 7.7; and (xi) Borrower and its Subsidiaries may sell inventory on credit made in the ordinary course of business; (h) Investments consisting of advances to sales representatives in the ordinary course of business and in a manner consistent with past practices of the Borrower and its Subsidiaries; (i) Investments made in exchange for accounts receivable of the Borrower or any of its Subsidiaries arising in the ordinary course of business which are, in the good faith judgment of such Person, substantially uncollectible; (j) Investments (including debt obligations, Capital Securities or other property) to the extent received from another Person by the Borrower or any of its Subsidiaries in connection with (i) any bankruptcy, reorganization, composition, readjustment of debt or workout of any supplier or customer of any such Person in settlement of delinquent obligations of, and other disputes with, such suppliers or customers and (ii) the satisfaction or enforcement of indebtedness or claims due or owing to the Borrower or any of its Subsidiaries or as security for any such indebtedness or claim, in each case arising in the ordinary course of business; (k) Investments existing on the date hereof and set forth on ITEM 7.2.5(k) of the Disclosure Schedule and all extensions or renewals of such existing Investments on substantially similar terms; (l) Contingent Liabilities permitted by SECTION 7.2.8; (m) Investments consisting of promissory notes and other noncash consideration received as proceeds of Asset Dispositions permitted by SECTION 7.2.11; (n) Investments consisting of acceptance and endorsements of checks or other negotiable instruments for deposit or collection in the ordinary course of business; (o) Investments in performance, bid or advance payment bonds and insurance contracts to the extent not prohibited by this Agreement and in a manner consistent with past practices (as in effect on the Closing Date) of the Borrower and its Subsidiaries; (p) Investments consistent with past practices (as in effect on the Closing Date) of the Borrower and its Subsidiaries consisting of guaranties of Indebtedness of, or loans or advances to, sales representatives of such Obligors to finance the acquisition of sales territories from former sales representatives of such Obligors to the extent that the aggregate amount of such Investments shall not exceed $5,000,000 at any time outstanding; (q) Investments made pursuant to CLAUSE (a) of SECTION 7.2.6; (r) Investments made by the Borrower and/or Subsidiary Guarantors in Foreign Subsidiaries; PROVIDED, that the amount of such Investments, when aggregated with (i) the amount of intercompany Indebtedness owed by Foreign Subsidiaries to the Borrower and the Subsidiary Guarantors pursuant to CLAUSE (c)(ii) of SECTION 7.2.2 and (ii) the amount of Dispositions made by the Borrower and the Subsidiary Guarantors to Foreign Subsidiaries pursuant to CLAUSE (m) of SECTION 7.2.11, shall not exceed $5,000,000 at any time; and (s) other Investments in the ordinary course of business not to exceed $2,000,000; PROVIDED that such Investments shall not be used by Xxxxxx Holding Co.; PROVIDED, HOWEVER, that any Investment which when made complies with the requirements of the definition of the term "Cash Equivalent Investment" may continue to be held notwithstanding that such Investment if made thereafter would not comply with such requirements; and no Investment otherwise permitted by CLAUSES (d), (p) or (S) shall be permitted to be made if any Default has occurred and is continuing or would result therefrom.

Investments; Joint Ventures. Borrower Borrowers shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower Company and its Restricted Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower Company and its Subsidiaries may (a) make and own Investments in any Loan Party, and (b) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000; (iii) Borrower and its Restricted Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv6.1(v); (iii) Company and its Restricted Subsidiaries may continue to own the Investments owned by them and described on Schedule 6.3 annexed hereto; (iv) Borrower Company and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (v) Borrower and its Restricted Subsidiaries may continue to own the Investments owned by them as of the Closing Date (after giving effect to the Restructuring) in any Subsidiaries of Company; (v) Company and described its Restricted Subsidiaries may make additional Investments in Schedule 7.3 annexed heretoRestricted Subsidiaries; (vi) Borrower Company and its Restricted Subsidiaries may make and own Telecommunications Acquisitions to the extent permitted by subsection 6.9; (vii) Company and its Restricted Subsidiaries may make and own Investments in shares of capital stock, evidence of Indebtedness Joint Ventures or other security acquired in consideration for or as evidence of past-due or restructured Accounts in an Persons; provided that the aggregate face amount of such Accounts Investments does not exceed $10,000,000 at any time not to exceed $500,000time; (viiviii) Borrower Company and its Restricted Subsidiaries may make loans and own advances to members of management of Company, provided that the aggregate amount of such management loans outstanding shall not exceed $2,200,000 at any time; and (ix) Company and its Restricted Subsidiaries may make Investments in non-cash consideration consisting of notes received in connection with any Asset Sale otherwise permitted hereby; (viii) Borrower and its Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organization; (ix) Borrower and its Subsidiaries may make and own Investments in loans and advances (a) to their respective employees for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $250,000 in the aggregate at any time outstanding, or (b) to their respective employees and to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstanding; (x) Borrower and its Subsidiaries may make acquisitions permitted pursuant to subsection 7.76.8; and (xi) Borrower provided that in each case the principal amount of such notes received shall not exceed 25% of the total consideration received for the assets or property sold in such Asset Sale and its Subsidiaries may sell inventory on credit any promissory note or notes received in connection with any single Asset Sale or series of related Asset Sales in excess of $200,000 shall be pledged to Administrative Agent, for the ordinary course benefit of businessLenders, to secure the Obligations.

Investments; Joint Ventures. Borrower No Loan Party shall, shall notpermit their Subsidiaries to, and or shall not permit any of its Subsidiaries apply to the Bankruptcy Court for authority to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower and its Subsidiaries each Loan Party may make and own Investments in Cash and Cash Equivalents; (ii) Borrower and its Subsidiaries each Loan Party may (a) make and own Investments in any Loan Party, and (b) make and own Investments in any Subsidiaries of Borrower Persons that are not Loan Parties in aggregate amount not to exceed $750,000Parties; (iii) Borrower and its Subsidiaries each Loan Party may make intercompany loans to the extent permitted under subsection 7.1(iv7.1(viii); (iv) Borrower and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (v) Borrower and its Subsidiaries each Loan Party may continue to own the Investments owned by them as on the Petition Date that were permitted under the terms of the Closing Date and described Prepetition Credit Agreement or were otherwise approved by the Prepetition Lenders in Schedule 7.3 annexed heretowriting prior to the Petition Date; (v) [Reserved] (vi) Borrower and its Subsidiaries may make and own Investments in shares of capital stock, evidence of Indebtedness or other security acquired in consideration for or as evidence of past-due or restructured Accounts in an aggregate face amount of such Accounts at any time not to exceed $500,000;[Reserved] (vii) Borrower and its Subsidiaries may make and own other Investments in non-cash consideration received in connection with an aggregate amount not to exceed at any Asset Sale otherwise permitted herebytime $100,000; (viii) Borrower and its Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law arising out of the jurisdiction receipt by Borrower or any of its Subsidiaries of non-cash consideration for any sale of assets permitted under subsection 7.7; provided that such Person's organizationconsideration (if the stated amount or value thereof is in excess of $100,000) is pledged upon receipt to Administrative Agent; (ix) Borrower and its Subsidiaries may make and own Investments in loans and advances (a) to their respective employees for moving, entertainment, travel and other similar expenses in the ordinary course of business Borrower or its Subsidiaries not to exceed $250,000 100,000 in the aggregate at any time outstanding, or (b) to their respective employees and to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstanding;; and (x) Borrower and its Subsidiaries may make acquisitions permitted pursuant to subsection 7.7; and and own Investments in respect of (xia) Borrower accounts receivable arising and its Subsidiaries may sell inventory on trade credit granted in the ordinary course of businessbusiness and any securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss and (b) prepayments and other credits to suppliers made in the ordinary course of business consistent with the past practices of Borrower and its Subsidiaries.

Investments; Joint Ventures. Borrower Each of Holdings and Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower Holdings and its Subsidiaries may make and own Investments in Cash Equivalents to the extent, in the case of Holdings, BDI and Cash EquivalentsBPI, permitted under subsection 7.14; (ii) Borrower and its Subsidiaries may (a) make and own Investments in any Loan Party, and (b) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000; (iii) Borrower Company and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv) and BDI and BPI may make intercompany loans to Company to the extent permitted under subsection 7.1(xii); (iviii) Borrower and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (v) Borrower Holdings and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date in any Subsidiaries of Holdings and described on Schedule 5.1 annexed hereto as in effect on the Closing Date; (iv) Company and its Subsidiaries may continue to own the Investments owned by them and described in Schedule 7.3 annexed hereto; (v) Company and its Subsidiaries may create or acquire new Subsidiaries to the extent otherwise permitted under this Agreement; provided that (a) any such new Subsidiary is wholly-owned by Company or one of its wholly-owned Subsidiaries and the provisions of subsections 6.9 and 6.10 have been complied with and (b) to the extent such creation or acquisition constitutes a Consolidated Capital Expenditure, such Consolidated Capital Expenditure is permitted under subsection 7.8; (vi) Borrower Company or any of its Subsidiaries may, so long as no Potential Event of Default or Event of Default has occurred and is continuing or occurs as a result thereof, make Development Investments in or to any Developer; provided that (a) no such Development Investment shall be permitted unless, at the time of the making of such Development Investment, the Development Site and the store located or to be located at the Development Site have been leased or irrevocably committed by the Developer to be leased to Company or one of its Subsidiaries, (b) neither Company nor any of its Subsidiaries may be or 128 (Credit Agreement) 136 become a general partner of any Developer or otherwise be liable in any manner for any Indebtedness or any other obligations of any Developer (other than pursuant to customary provisions contained in any lease pertaining to a Development Site or a store leased to Company or one of its Subsidiaries) and (c) the aggregate Development Investments shall not exceed $30,000,000 at any time outstanding; (vii) Company and its Subsidiaries may accept promissory notes received in consideration of, or the deferral of a portion of the sales price accepted with respect to, any Asset Sale permitted under subsection 7.7(viii); provided that (a) the aggregate principal amount of such promissory notes and the deferred portion of such sales prices shall not at any time exceed $7,000,000 and (b) any such promissory notes so accepted shall be pledged as security for the Obligations pursuant to the Company Security Agreement, the applicable Subsidiary Security Agreement or the applicable Pledge Agreement, as the case may be, until the Collateral Release Date; (viii) Company and its Subsidiaries may make and own Investments received in shares connection with the bankruptcy of capital stocksuppliers and customers or received pursuant to a plan of reorganization of any supplier or customer, evidence in each case in settlement of Indebtedness delinquent obligations or other security acquired in consideration for disputes with such suppliers or as evidence of past-due or restructured Accounts in an aggregate face amount of such Accounts at any time not to exceed $500,000customers; (viiix) Borrower Company and its Subsidiaries may make and own Investments (a) in non-suppliers in anticipation of becoming a customer of such suppliers and in lieu of deposits, cash consideration received discounts or concessions and (b) in connection with any Asset Sale otherwise permitted hereby; (viii) Borrower and its Subsidiaries may make and own Investments joint ventures with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organization; (ix) Borrower and its Subsidiaries may make and own Investments in loans and advances (a) to their respective employees for moving, entertainment, travel and other similar expenses suppliers entered into in the ordinary course of business business; provided that the aggregate amount of all such Investments under clauses (a) and (b), together with the amount of guarantees permitted under subsection 7.4(v) shall not to exceed $250,000 in the aggregate at any time outstanding, or (b) to their respective employees and to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate 5,000,000 at any time outstanding; (x) Borrower and its Subsidiaries Company may make acquisitions and maintain loans to the extent permitted pursuant under subsection 7.1(iv) to Holdings (a) for the purposes described in subsection 7.7; and 7.5A(ii)(b) in an aggregate amount made in any Fiscal Year which, together with the amount of Restricted Junior Payments made for such purposes, shall not exceed the amount of Restricted Junior Payments Company may make to Holdings under subsection 7.5A(ii)(b) during such Fiscal Year, and (xib) Borrower so long as each of the conditions set forth in clauses (x), (y) and its Subsidiaries may sell inventory on credit (z) in the ordinary course proviso of business.subsection 7.5A(v) are satisfied, for the purposes described in subsection 7.5A(v) in an aggregate amount made in any Fiscal Year which, together with the amount of Restricted Junior Payments made for such purposes, shall not exceed the amount of Restricted Junior Payments Company may make to Holdings under subsection 7.5A(v) during such Fiscal Year;

Investments; Joint Ventures. Borrower Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower Company and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower and its Foreign Subsidiaries may (a) make and own Investments in any Loan Party, and (b) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties in an aggregate amount not to exceed at any time outstanding $750,0005,000,000 consisting of overnight loans to Pitney Xxxxx Finance Plc; (iii) Borrower Company and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv) or 7.1(v); (iv) Borrower Company and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (v) Borrower Company and its Subsidiaries may continue to own the Investments (including Investments in any Foreign Subsidiaries) owned by them as of the Closing Date and described in Schedule 7.3 annexed hereto; (vi) Borrower Company and its Subsidiaries may make and own Investments in shares of capital stock, evidence of Indebtedness or other security acquired in consideration for or as evidence of past-due or restructured Accounts in an aggregate face amount of such Accounts not to exceed at any time not to exceed outstanding $500,000500,000 consisting of any deferred portion of the sales price received by Company or any of its Subsidiaries in connection with any Asset Sale permitted under subsection 7.7(vii); (vii) Borrower Company or any of its Subsidiaries may make and maintain Investments received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers, in each case arising in the ordinary course of business; (viii) Company may make loans to members of senior management of Company, in an aggregate principal amount not to exceed $1,700,000 at any time outstanding, the proceeds of which are used solely to purchase Company Common Stock; (ix) Foreign Subsidiaries may make and own Investments in Persons engaged in businesses in which Company and its Subsidiaries are permitted to engage pursuant to subsection 7.14; and (x) Company and its Subsidiaries may make and own other Investments in non-cash consideration received in connection with any Asset Sale otherwise permitted hereby; (viii) Borrower and its Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organization; (ix) Borrower and its Subsidiaries may make and own Investments in loans and advances (a) to their respective employees for moving, entertainment, travel and other similar expenses in the ordinary course of business an aggregate amount not to exceed $250,000 in the aggregate at any time outstanding, or (b) to their respective employees and to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstanding; (x) Borrower from July 1, 1997 to and its Subsidiaries may make acquisitions permitted pursuant to subsection 7.7; and including June 30, 1998, $10,000,000, and (xiy) Borrower and its Subsidiaries may sell inventory on credit in the ordinary course of businessthereafter, $15,000,000.

Investments; Joint Ventures. Borrower Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower Company and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower Company and its Subsidiaries may make loans and advances to officers, directors and employees of Company or any of its Subsidiaries (a) make and own Investments in any Loan Party, to finance the purchase of capital stock of Company and (b) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties in an aggregate principal amount not to exceed $750,0005,000,000 at any time outstanding for additional purposes not contemplated by the foregoing clause (a); (iii) Borrower Company and its Subsidiaries may make intercompany loans to the extent and own Investments consisting of any non-cash proceeds received by Company or any of its Subsidiaries in connection with any Asset Sale permitted under subsection 7.1(ivSection 7.7(v); (iv) Borrower and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (v) Borrower Company and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date and described in Schedule 7.3 annexed heretohereto and Company and its Subsidiaries may make and own Investments purchased with the proceeds of the sale of any Investments permitted under this Section 7.3(iv); (viv) Borrower Company and its Subsidiaries may make and own Investments in shares any Person in which Company or any of capital stock, evidence its Subsidiaries has an interest of Indebtedness 50% or other security acquired in consideration for or as evidence of past-due or restructured Accounts less in an aggregate face amount of such Accounts at any time not to exceed exceeding $500,00050,000,000; (viivi) Borrower Company and its Subsidiaries may make and own Investments (collectively, “Unrestricted Investments”) in addition to those permitted under clauses (i) through (v) above, including Investments in Unrestricted Subsidiaries, as follows: (a) Unrestricted Investments in an aggregate amount not to exceed at any time $45,000,000 for all such Unrestricted Investments (including all such Unrestricted Investments in Unrestricted Subsidiaries) and (b) Unrestricted Investments in addition to the Unrestricted Investments permitted under the preceding clause (a), provided that after giving effect to any such additional Unrestricted Investment pursuant to this clause (b) the Available Amount Usage shall not exceed the Available Amount; and provided further, that Investments by Company and its Subsidiaries in non-cash consideration received in connection with any Asset Sale otherwise permitted hereby; (viii) Borrower and its wholly-owned Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organization; (ix) Borrower and its Subsidiaries may make and own Investments in loans and advances (a) to their respective employees for moving, entertainment, travel and other similar expenses which do not become Loan Parties hereunder shall not exceed $15,000,000 in the ordinary course of business not to exceed $250,000 in the aggregate at any time outstanding, or (b) to their respective employees and to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstanding; (x) Borrower and its Subsidiaries may make acquisitions permitted pursuant to subsection 7.7aggregate; and (xivii) Borrower and its Subsidiaries may sell inventory on credit in the ordinary course of businessAny Acquisition permitted by Section 7.7.

Investments; Joint Ventures. Borrower Holdings shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower and its Subsidiaries may (a) make and own Investments in any Loan PartyPersons that are, and (b) make and own Investments in any at the time of such Investments, domestic Subsidiaries of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000Borrower; (iii) Borrower and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv7.1(viii); (iv) Borrower and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (v) Borrower and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date and described in Schedule 7.3 annexed hereto; (v) Holdings may continue to own the Investment owned by it as of the Closing Date in Borrower; (vi) Borrower and its Subsidiaries may make and own Investments in shares of capital stock, evidence of Indebtedness or other security acquired in consideration for or as evidence of past-due or restructured Accounts in an aggregate face amount of such Accounts at any time not to exceed $500,000which constitute Permitted Acquisitions permitted under subsection 7.7(v); (vii) Borrower and its Subsidiaries may make and own other Investments in non-cash consideration received in connection with an aggregate amount not to exceed at any Asset Sale otherwise permitted herebytime $1,000,000; (viii) Borrower and its Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law arising out of the jurisdiction receipt by Borrower or any of its Subsidiaries of non-cash consideration for any sale of assets permitted under subsection 7.7; provided that such Person's organizationconsideration (if the stated amount or value thereof is in excess of $200,000) is pledged upon receipt to Administrative Agent; (ix) Borrower and its Subsidiaries may make and own Investments in loans and advances (a) to their respective employees for moving, entertainment, travel and other similar expenses in the ordinary course of business Borrower or its Subsidiaries not to exceed $250,000 1,500,000 in the aggregate at any time outstanding, or (b) to their respective employees and to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstanding;; and (x) Borrower and its Subsidiaries may make acquisitions permitted pursuant to subsection 7.7; and and own Investments in respect of (xia) Borrower accounts receivable arising and its Subsidiaries may sell inventory on trade credit granted in the ordinary course of businessbusiness and any securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss and (b) prepayments and other credits to suppliers made in the ordinary course of business consistent with the past practices of Borrower and its Subsidiaries.

Investments; Joint Ventures. Borrower Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower Company and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower and its Subsidiaries may (a) make and own Investments in any Loan Party, and (b) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000; (iii) Borrower Company and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv7.1(iii); (iviii) Borrower Company and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (viv) Borrower Company and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date and described in Schedule 7.3 annexed hereto; (v) Company and its wholly owned Domestic Subsidiaries may make and own investments in other wholly owned Domestic Subsidiaries; (vi) Borrower Company and its wholly owned Domestic Subsidiaries may make and own Investments in Persons that, as a result of such Investments, become additional wholly-owned Domestic Subsidiaries, to the extent such Investments are permitted under subsections 7.7(vi) and 7.7(vii); provided that Company shall, and shall cause its Subsidiaries to, comply with the requirements of subsections 6.8 and 6.9 with respect to each such additional Domestic Subsidiaries; (vii) Company and its wholly owned Domestic Subsidiaries may make additional Investments in their respective Foreign Subsidiaries; provided that (a) the amount of all such Investments constituting equity Investments does not exceed $7,000,000 in the aggregate for all such Investments since the Closing Date and (b) the amount of all such Investments constituting loans or advances does not exceed the amount permitted under subsection 7.1(iii); (viii) Company and its Subsidiaries may make and own other Investments in shares of capital stock, evidence of Indebtedness or other security acquired in consideration for or as evidence of past-due or restructured Accounts in an aggregate face amount of such Accounts not to exceed at any time not to exceed $500,000; (vii) Borrower 7,000,000. Notwithstanding the foregoing, so long as no Event of Default or Potential Event of Default shall exist and be continuing, Company and its Subsidiaries may make and own Investments in non-cash consideration received in connection hold investments funded solely with the proceeds of any Asset Sale otherwise permitted hereby; (viii) Borrower and its Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law issuance of the jurisdiction of such Person's organization; (ix) Borrower and its Subsidiaries may make and own Investments in loans and advances (a) to their respective employees for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $250,000 in the aggregate at any time outstanding, or (b) to their respective employees and to their respective independent sales representatives secured by the pledge of shares of Borrower Company Common Stock made to finance in a private issuance after the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstanding; (x) Borrower and its Subsidiaries may make acquisitions permitted pursuant to subsection 7.7; and (xi) Borrower and its Subsidiaries may sell inventory on credit in the ordinary course of businessClosing Date.

Investments; Joint Ventures. Borrower BCC shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower BCC and its Subsidiaries Company may make and own Investments in Cash and Cash Equivalents, subject, in the case of BCC, to compliance with the terms of subsection 5.12; (ii) Borrower and its Subsidiaries Company may (a) make and continue to own the Investments owned by it as of the Acquisition Date in any Loan Party, and (b) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000License Sub; (iii) Borrower and its Subsidiaries BCC may make intercompany loans continue to own the extent permitted under subsection 7.1(iv)Investments owned by it in Company as of the Acquisition Date; (iv) Borrower and its Subsidiaries Company may make Consolidated Capital Expenditures permitted by subsection 7.86.8; (v) Borrower and its Subsidiaries Subject to the limitations contained in subsection 6.7(viii), Company may make LMA Capital Expenditures; (vi) Company may continue to own the Investments owned by them as of the Closing Date it and described in Schedule 7.3 6.3 annexed hereto; (vivii) Borrower and its Subsidiaries Company may make and own Investments in shares consisting of capital stock, evidence of Indebtedness promissory notes or other security acquired in consideration for or as evidence of past-due or restructured Accounts in an aggregate face amount of such Accounts at any time not to exceed $500,000; (vii) Borrower and its Subsidiaries may make and own Investments in non-cash consideration Securities received in connection with any Asset Sale otherwise Sales permitted herebyunder subsection 6.7(v) limited to an amount not in excess of 10% of the total sales price of the assets sold in such Asset Sale; (viii) Borrower and its Subsidiaries Company may make and own Investments with respect loans to any obligation employees to indemnify their respective officers and directors fund the exercise price of options to purchase stock of BCC; provided that the fullest extent permitted by the corporation or limited liability company law of the jurisdiction aggregate amount of such Person's organizationloans outstanding at any one time shall not exceed $5,000,000; (ix) Borrower and its Subsidiaries may make and own Investments in loans and advances (a) to their respective employees for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $250,000 in the aggregate at any time outstanding, or (b) to their respective employees and to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstandingIntentionally Omitted; (x) Borrower and its Subsidiaries Company may make acquisitions permitted Investments (in addition to the Investments set forth on Schedule 6.3 annexed hereto) in Joint Ventures and Special Purpose Subsidiaries in each case which are principally engaged in one or more Media Businesses in an aggregate amount during the term of this Agreement not to exceed $10,000,000 (including, for purposes of calculation of such amount, all Investments made pursuant to this subsection 7.76.3(x) regardless of whether such Investments were made pursuant to clause (a), (b) or (c) of this subsection 6.3(x)) less the aggregate amount paid by Company and BCC for the repurchase of any Existing Senior Notes and Senior Subordinated Notes under subsection 6.5(ii) during the term of this Agreement, (b) at any time that the Leverage Ratio is less than or equal to 4.50:1.00, Company may make Investments (in addition to the Investments set forth on Schedule 6.3 annexed hereto) in Joint Ventures and Special Purpose Subsidiaries in each case which are principally engaged in one or more Media Businesses in an aggregate amount during the term of this Agreement not to exceed $15,000,000 (including, for purposes of calculation of such amount, all Investments made pursuant to this subsection 6.3(x) regardless of whether such Investments were made pursuant to clause (a), (b) or (c) of this subsection 6.3(x)) less the aggregate amount paid by Company and BCC for the repurchase of any Existing Senior Notes and Senior Subordinated Notes under subsection 6.5(ii) during the term of this Agreement, and (c) at any time that the Leverage Ratio is less than or equal to 4.00:1.00, Company may make Investments (in addition to the Investments set forth on Schedule 6.3 annexed hereto) in Joint Ventures and Special Purpose Subsidiaries which are principally engaged in one or more Media Businesses in an aggregate amount during the term of this Agreement not to exceed $20,000,000 (including, for purposes of calculation of such amount, all Investments made pursuant to this subsection 6.3(x) regardless of whether such Investments were made pursuant to clause (a), (b) or (c) of this subsection 6.3(x)) less the aggregate amount paid by Company and BCC for the repurchase of any Existing Senior Notes and Senior Subordinated Notes under subsection 6.5(ii) during the term of this Agreement; provided that Company may continue to own Investments made by it in Special Purpose Subsidiaries in compliance with this subsection 6.3(x) if such Special Purpose Subsidiaries in which such Investments were made continue to be principally engaged in one or more Media Businesses; provided, further, that Company may continue to own Investments made by it in Joint Ventures in compliance with this subsection 6.3(x); and (xi) Borrower and its Subsidiaries Company may sell inventory on credit make Investments in connection with a Permitted Acquisition in the ordinary course stock or other equity interests of business.an entity owning the Television Station Asset Group being acquired; provided that immediately following the consummation of such acquisition, such entity is merged with and into Company with Company being the surviving corporation. 97

Investments; Joint Ventures. Borrower Holdings shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower Holdings and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower and its Foreign Subsidiaries of Holdings may (a) make and own Investments in any Loan Party, and (b) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000Foreign Cash Equivalents; (iii) Borrower Holdings may continue to own the Investments owned by it as of the Closing Date in Company, and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv); (iv) Borrower and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (v) Borrower Company and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date in any Subsidiaries of Company and described make additional Investments in Schedule 7.3 annexed heretoSubsidiary Borrower and/or such Subsidiaries that are Subsidiary Guarantors; (iv) Holdings and its Subsidiaries may own Investments in their respective Subsidiaries to the extent that such Investments reflect an increase in the value of such Subsidiaries; (v) Borrowers and their respective Subsidiaries may make intercompany loans to the extent permitted under subsections 7.1(iv) and 7.1(v); (vi) Borrowers and their respective Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (vii) Borrowers and their respective Subsidiaries may continue to own the Investments owned by them and described in Schedule 7.3(vii) annexed ----------------- hereto; (viii) Borrowers and their respective Subsidiaries may make loans and advances to employees, officers, executives or consultants to Borrowers and their respective Subsidiaries in the ordinary course of business of Borrowers and their respective Subsidiaries as presently conducted for the purpose of purchasing capital stock of Holdings so long as no cash is paid by Holdings or any of its Subsidiaries in connection with the acquisition of such capital stock; (ix) Borrowers and their respective Subsidiaries may acquire and hold receivables owing to them, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms (including the dating of receivables) of any such Borrower or Subsidiary; (x) Borrowers and their respective Subsidiaries may acquire and own Investments (including debt obligations) received in connection with the bankruptcy or reorganization of franchisees, suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business; (xi) Borrowers and their respective Subsidiaries may make and own Investments consisting of deposits made in the ordinary course of business consistent with past practices to secure the performance of leases; (xii) Holdings may make equity contributions to the capital of Company; (xiii) Borrowers and their Domestic Subsidiaries may make and own Investments consisting of cash capital contributions (in addition to cash contributions made prior to the Closing Date and set forth on Schedule -------- 7.3(xiii) annexed hereto) to Foreign Subsidiaries of Company, or the --------- capitalization or forgiveness of any Indebtedness owed to them by a Foreign Subsidiary and outstanding under subsection 7.1(v); provided that the sum -------- of (x) aggregate amount of such contributions, capitalization and forgiveness made after the Closing Date, plus (y) the aggregate outstanding ---- principal amount of Indebtedness of the type permitted under subsection 7.1(v), shall not exceed the amounts set forth in subsection 7.1(v) at the times set forth therein; (xiv) Borrowers and their respective Subsidiaries may make and own Investments not otherwise permitted under this subsection 7.3 so long as immediately prior to the making of each such Investment the Excess Proceeds Amount exceeds the amount of such Investment being made; (xv) Borrowers and their respective Subsidiaries may make and own Investments consisting of notes received in connection with any asset sale; provided that the aggregate principal amount of such notes at any time -------- outstanding shall not exceed $7,500,000; (xvi) Borrowers and their respective Subsidiaries may make and own Investments in any Person which (a) (1) result in the creation of an account arising in the ordinary course of such Borrower's or such Subsidiary's business or (2) result from the restructure, reorganization or similar composition of trade account obligations which arose in the ordinary course of business and which are owing to such Borrower or such Subsidiary from financially distressed debtors, and (b) are, in each case, subject to the Lien in favor of Collateral Agent under the Collateral Documents; (xvii) Holdings and its Subsidiaries may make and own Investments permitted under subsection 7.7(xi), 7.7(xii) and 7.7(xiii); (xviii) Borrowers and their respective Subsidiaries may make and own the Investments described in Schedule 7.3(xviii) annexed hereto; ------------------- -133- (xix) Borrowers and their respective Subsidiaries may make and own Investments in wholly owned Domestic Subsidiaries of Company consisting of intercompany Indebtedness of such Subsidiaries converted to equity Investments, provided that the underlying intercompany Indebtedness was -------- permitted hereunder at the time of such conversion; (xx) Company and its Subsidiaries may make and own Investments in shares of capital stock, evidence of Indebtedness or other security Subsidiaries acquired in consideration for or as evidence of past-due or restructured Accounts in an aggregate face amount of such Accounts at any time not pursuant to exceed $500,000Permitted Acquisitions under subsection 7.7(xvi); (viixxi) Borrower Company and its Subsidiaries may make and own Investments in non-cash consideration received foreign franchisees in connection with an aggregate amount not to exceed at any Asset Sale otherwise permitted herebytime $27,000,000, so long as, in the case of any Investments in foreign franchisees consisting of loans and advances to such foreign franchisees, each such loan or advance shall be evidenced by a promissory note pledged to the Collateral Agent pursuant to the Borrower Pledge Agreement or the Subsidiary Pledge Agreement, as applicable; (viiixxii) Borrower and its Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organization; (ix) Borrower Company and its Subsidiaries may make and own Investments in domestic franchisees consisting of loans and advances to such domestic franchisees so long as (ax) to their respective employees for moving, entertainment, travel and other similar expenses in the ordinary course aggregate amount of business all such Investments does not to exceed $250,000 in the aggregate 30,000,000 at any time outstanding, and (y) each such loan or (b) advance shall be evidenced by a promissory note pledged to their respective employees and to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstanding; (x) Borrower and its Subsidiaries may make acquisitions permitted Collateral Agent pursuant to subsection 7.7the Borrower Pledge Agreement or the Subsidiary Pledge Agreement, as applicable; and (xixxiii) Borrower Borrowers and its their respective Subsidiaries may sell inventory on credit make and own other Investments in the ordinary course of businessan aggregate amount not to exceed at any time $20,000,000.

Investments; Joint Ventures. Borrower Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower Company and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower Company and its Subsidiaries may (a) make and continue to own the Investments in any Loan Party, and (b) make and own Investments owned by them as of the Closing Date in any Subsidiaries of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000Company; (iii) Borrower Company and its wholly-owned Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv); (iv) Borrower Company and its wholly-owned Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8and continue to own equity Investments in any Person which, upon the making of such Investments, is or becomes a wholly-owned Subsidiary of Company; (v) Borrower Company and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date and described in Schedule 7.3 annexed hereto;; ------------ (vi) Borrower [Intentionally Omitted] (vii) Company and its Subsidiaries may make Investments constituting (a) accounts receivable arising, (b) prepaid film rentals, (c) deposits made in connection with the purchase price of goods or services, in each case in the ordinary course of business or (d) refundable construction advances made with respect to the construction of properties that are to be used in the business of the Company or its wholly-owned Subsidiaries and that are not outstanding more than one year from the date made; provided -------- that any Investments made pursuant to the preceding clause (d) that are not repaid within one year of being made shall be deemed to be Permitted Investments for the purpose of calculating compliance with subsection 7.3(ix) and subsection 7.7(iii); (viii) Company and its Subsidiaries may make Investments constituting (i) payroll advances, (ii) travel and entertainment advances and (iii) relocation loans to officers and employees of Company or any of its Subsidiaries in the ordinary course of business; provided, that the -------- aggregate amount of Investments permitted under this clause shall not exceed $2,500,000 or the equivalent amount in any other currency at any time outstanding; and (ix) Company and its Subsidiaries may make and continue to own Permitted Investments in shares of capital stock, evidence of Indebtedness or other security acquired in consideration for or as evidence of past-due or restructured Accounts and Permitted Acquisitions; provided that (i) Company -------- and its Subsidiaries shall not make Permitted Investments and Permitted Acquisitions in an aggregate face amount (net of the amount of loans, advances and Contingent Obligations constituting Permitted Investments that are repaid, released or cancelled, as the case may be, during the term of this Agreement) in excess of $200,000,000 or the equivalent amount in any other currency during the term of this Agreement and (ii) Company's non-wholly owned Subsidiaries shall not make Permitted Investments and Permitted Acquisitions in an aggregate amount (net of the amount of loans, advances and Contingent Obligations constituting such Accounts at Permitted Investments that are repaid, released or cancelled, as the case may be, during the term of this Agreement) in excess of $20,000,000 or the equivalent amount in any time not to exceed $500,000; (vii) Borrower other currency during the term of this Agreement; and provided further that if -------- ------- Company and its Subsidiaries may make have made Permitted Investments and own Investments Permitted Acquisitions equal to $200,000,000 or the equivalent amount in non-cash consideration received in connection with any Asset Sale otherwise permitted hereby; (viii) Borrower other currency and the Leverage Ratio is less than 4.0:1.00, Company and its wholly-owned Subsidiaries may make additional Permitted Investments and own Investments Permitted Acquisitions until the Leverage Ratio is equal to or greater than 4.0:1.00; provided, that the foregoing shall not prohibit any Subsidiary from making -------- dividends or distributions to Company or any wholly-owned Subsidiary; and provided further, that any Investment which when made complies with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law -------- ------- requirements of the jurisdiction definition of the term Cash Equivalent may continue to be held notwithstanding that such Person's organization; (ix) Borrower and its Subsidiaries may make and own Investments in loans and advances (a) to their respective employees for moving, entertainment, travel and other similar expenses in the ordinary course of business Investment if made thereafter would not to exceed $250,000 in the aggregate at any time outstanding, or (b) to their respective employees and to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by comply with such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstanding; (x) Borrower and its Subsidiaries may make acquisitions permitted pursuant to subsection 7.7; and (xi) Borrower and its Subsidiaries may sell inventory on credit in the ordinary course of businessrequirements.

Investments; Joint Ventures. Borrower Company shall not, and shall not permit Holdings or any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower Holdings and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower Holdings and its Subsidiaries may (a) make and own Investments in any Loan Party, and (b) make and own Investments in any Subsidiaries of Borrower Holdings (other than the Captive Insurance Company); provided that are (a) any such new Subsidiary is wholly-owned by Holdings or one of its Subsidiaries and the provisions of subsection 6.8 have been complied with or (b) in the case of any Subsidiary of Holdings that is not Loan Parties a wholly-owned Subsidiary Guarantor, such creation or acquisition is permitted pursuant to clause (vi) of this subsection 7.3; and provided further that the aggregate new Investments in aggregate amount all Foreign Subsidiaries (including Investments made through one or more Subsidiaries) shall not to exceed $750,00050,000,000 in the aggregate (excluding for such purposes any Investments made by Holdings or Company in the Captive Insurance Company permitted under subsection 7.3(xii) below); (iii) Borrower Holdings and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv); (iv) Borrower Holdings and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8loans and advances to employees and officers of Holdings and any of its Subsidiaries in an aggregate amount not to exceed (a) $500,000 at any one time outstanding, which shall be used for the purpose of acquiring Holdings Stock, and (b) $2,000,000 at any one time outstanding, which may be used for any other purpose; (v) Borrower Holdings and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date and described in Schedule 7.3 annexed hereto; (vi) Borrower Investments made by Holdings or any of its Subsidiaries in Permitted Acquisitions; (vii) Investments received in settlement of debts, liabilities or other obligations owing to Holdings or any of its Subsidiaries; (viii) Investments received as consideration in Asset Sales; (ix) Investments of a Person that becomes a Subsidiary or is merged, consolidated or amalgamated with or into or transfers all or substantially all of its assets to, or is liquidated into, Holdings or any of its other Subsidiaries, or is otherwise acquired pursuant to a Permitted Acquisition; (x) Holdings and its Subsidiaries may make and own Investments representing amounts held for employees of Holdings and its Subsidiaries under Holdings’ or Company’s non-qualified deferred compensation plan, provided the amount of such Investments (excluding income earned thereon) shall not exceed the amount otherwise payable to such employees the payment of which was deferred under such plan and any amounts matched by Holdings or Company under such plan; (xi) Letters of Credit received by any Loan Party from any supplier as security for such supplier’s obligations to the Loan Parties; (xii) Holdings or Company may make Investments in shares of capital stock, evidence of Indebtedness or other security acquired in consideration for or as evidence of past-due or restructured Accounts the Captive Insurance Company in an aggregate face amount not exceeding (a) $30,000,000 through the end of such Accounts at any time not Fiscal Year 2006, and (b) an additional $5,000,000 per Fiscal Year thereafter (it being agreed, however, that no transfer of IP Collateral to exceed $500,000;the Captive Insurance Company shall be made without the Administrative Agent’s prior written consent, which may be granted or denied in its sole discretion); and (viixiii) Borrower Holdings and its Subsidiaries may make and own other Investments in non-cash consideration received in connection with any Asset Sale otherwise permitted hereby; (viii) Borrower and its Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organization; (ix) Borrower and its Subsidiaries may make and own Investments in loans and advances (a) to their respective employees for moving, entertainment, travel and other similar expenses in the ordinary course of business an aggregate amount not to exceed $250,000 in the aggregate at any time outstanding, or (b) to their respective employees and to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstanding; (x) Borrower and its Subsidiaries may make acquisitions permitted pursuant to subsection 7.7; and (xi) Borrower and its Subsidiaries may sell inventory on credit in the ordinary course of business10,000,000.

Investments; Joint Ventures. Borrower Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower Company and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower Company and its Subsidiaries may (a) make and continue to own the Investments in any Loan Party, and (b) make and own Investments owned by them as of the Existing Credit Agreement Closing Date in any Subsidiaries of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000Company; (iii) Borrower Company and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv); (iv) Borrower Company and its Subsidiaries may make Consolidated Capital Expenditures create or acquire new Subsidiaries to the extent permitted by under subsection 7.87.7(viii); (v) Borrower Company and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date and described in Schedule 7.3 annexed hereto; (vi) Borrower and its Subsidiaries may make and own Investments in shares of capital stock, evidence of Indebtedness or other security acquired in consideration for or as evidence of past-due or restructured Accounts in an aggregate face amount of such Accounts at any time not to exceed $500,000; (vii) Borrower Company and its Subsidiaries may make and own Investments in non-cash consideration received wholly-owned Subsidiary Guarantors and Non-Guarantor Subsidiaries; provided that the aggregate amount of such Investments (other than those referred to in connection clause (ix) below), together with (without duplication) the amount of Indebtedness and Contingent Obligations made under subsection 7.1(iv)(c) and 7.4(iv)(b), respectively, shall not exceed $15,000,000 in the aggregate outstanding at any Asset Sale otherwise time; provided further that at no time shall the portion of such Investments consisting of Investments made by Company in Non-Guarantor Subsidiaries (other than the CMS Non-Guarantor Subsidiaries) (collectively, the "Non-Guarantor Non-CMS Subsidiary Investments"), together with (without duplication) the Non-Guarantor Non-CMS Subsidiary Indebtedness, the Non-Guarantor Non-CMS Subsidiary Contingent Obligations and the Minority Interest Dispositions permitted herebyunder subsections 7.1(iv)(c), 7.4(iv)(b) and 7.7(xii), respectively, exceed $5,000,000 in the aggregate at any time. (vii) Accounts receivable that originally arose in the Ordinary Course of Business which have been converted to a note receivable or other long term receivable, provided that any such note receivable has been delivered to Agent under the Company Pledge Agreement or the Subsidiary Pledge Agreement, as the case may be; (viii) Borrower Company and its Subsidiaries may make and own other Investments in Persons which operate primarily in the healthcare business which are not Subsidiaries of Company in an aggregate amount not to exceed at any time $10,000,000; and (ix) Company and its Subsidiaries may make and own Investments described in Schedule 1 annexed hereto in connection with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organization; (ix) Borrower and its Subsidiaries may make and own Investments in loans and advances (a) to their respective employees for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $250,000 in the aggregate at any time outstanding, or (b) to their respective employees and to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstanding; (x) Borrower and its Subsidiaries may make acquisitions permitted pursuant to subsection 7.7; and (xi) Borrower and its Subsidiaries may sell inventory on credit in the ordinary course of businessCMS Transactions.

Investments; Joint Ventures. Borrower Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower Holdings and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower and its Subsidiaries Holdings may (a) make and continue to own the Investments owned by it as of the Effective Date in any Loan PartyCompany, and (b) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000; (iii) Borrower and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv); (iv) Borrower and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (v) Borrower Company and its Subsidiaries may continue to own the Investments owned by them as of the Closing Effective Date in any Subsidiaries of Company and make Investments in Permitted Subsidiaries, other than Carlisle (except with respect to cash equity contributions to Carlisle subject to the 3% limit set forth in the definition of Permitted Domestic Subsidiaries), in accordance with the definitions of Permitted Domestic Subsidiaries and Permitted Foreign Subsidiaries; (iii) Holdings and its Subsidiaries may own Investments in their respective Subsidiaries to the extent that such Investments reflect an increase in the value of such Subsidiaries; (iv) Company and its Subsidiaries and Transitory Subsidiaries may make intercompany loans to the extent permitted under subsections 7.1(iv) and (xiv); (v) Company and its Subsidiaries may continue to own the Investments owned by them and described in Schedule 7.3 annexed hereto;; ------------ (vi) Borrower Company and its Subsidiaries may make loans and advances to employees, officers, executives or consultants to Company and its Subsidiaries in the ordinary course of business of Company and its Subsidiaries as presently conducted for the purpose of purchasing Securities of Holdings so long as no cash is paid by Holdings or any of its Subsidiaries in connection the acquisition of such Securities; (vii) Company and its Subsidiaries may acquire and hold receivables owing to it, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms (including the dating of receivables) of Company or any such Subsidiary; (viii) Company and its Subsidiaries may acquire and own Investments (including debt obligations) received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business; (ix) Company and its Subsidiaries may make and own Investments consisting of deposits made in the ordinary course of business consistent with past practices to secure the performance of leases and may make any pledges or deposits permitted under subsection 7.2; (x) Holdings may make equity contributions to the capital of Company and Transitory Subsidiaries; (xi) Holdings, Company and its Permitted Subsidiaries and Transitory Subsidiaries may make and own Investments in Subsidiaries pursuant to Permitted Acquisitions under subsection 7.7(xiii); provided, that Holdings -------- may only make and own Investments in Transitory Subsidiaries pursuant to this provision; (xii) Company and its Permitted Subsidiaries may make and own Investments consisting of notes received in connection with any Asset Sale or sale of other assets; provided that the aggregate principal amount of -------- such notes at any time outstanding shall not exceed 1-1/2% of consolidated total assets of Company and its Subsidiaries and such notes are secured by a first priority perfected lien on such assets sold; (xiii) Company and its Permitted Subsidiaries may make and own Investments in any Person which (a) (1) result in the creation of an account arising in the ordinary course of Company's or such Permitted Subsidiary's business or (2) result from the restructure, reorganization or similar composition of trade account obligations which arose in the ordinary course of business and which are owing to Company or such Permitted Subsidiary from financially distressed debtors, and (b) are, in each case, subject to the Lien in favor of Collateral Agent under the Collateral Documents; 133 (xiv) Holdings, the Company and its Permitted Subsidiaries may make and own Investments contemplated under subsection 7.7; (xv) Company and its Subsidiaries may make and own Investments in shares wholly-owned Permitted Domestic Subsidiaries of capital stock, evidence Company consisting of intercompany Indebtedness or other security acquired in consideration for or as evidence of past-due or restructured Accounts in an aggregate face amount of such Accounts Permitted Subsidiaries converted to equity Investments, to the extent necessary to maintain the solvency in accordance with applicable legal requirements of such Permitted Subsidiary, provided that the underlying intercompany Indebtedness was permitted -------- hereunder at any the time not to exceed $500,000of such conversion; (viixvi) Borrower Permitted Foreign Subsidiaries of Holdings may make and own Investments in Foreign Cash Equivalents; (xvii) Permitted Domestic Subsidiaries organized solely for the purpose of facilitating a Permitted Acquisition or acquired pursuant to a Permitted Acquisition may make and own Investments in Company and other Permitted Domestic Subsidiaries solely for the purpose of facilitating such Permitted Acquisition; (xviii) Company and its Subsidiaries may make and own Investments in non-cash consideration received Carlisle in connection with any Asset Sale otherwise permitted herebythe form of the contribution or transfer of Rental Equipment from the Company or such Subsidiaries to Carlisle; provided, that such -------- contribution or transfer is made subject to the lien and security interest applicable thereto under and to the extent required by the Collateral Documents; (viiixix) Borrower Company and its Permitted Subsidiaries may make and own other Investments (including Investments in Excluded Subsidiaries) in an aggregate amount not to exceed at any time $25,000,000; and (xx) Company and its Subsidiaries may make and own other Investments with respect to any obligation to indemnify their respective officers and directors to in a Person or business in substantially the fullest extent permitted by same line of business as the corporation or limited liability company law of the jurisdiction of such Person's organization; (ix) Borrower Company and its Permitted Subsidiaries may make and own Investments in loans and advances (a) to their respective employees for moving, entertainment, travel and other similar expenses in the ordinary course of business an aggregate amount not to exceed $250,000 in the aggregate at any time outstanding, or an amount equal to the sum of (b1) the lesser of (y) 50% of the amount of Net Equity Proceeds (exclusive of any Net Equity Proceeds referred to their respective employees in subsection 2.4B(iii)(d)(C)(y)) and to their respective independent sales representatives secured by (z) the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) amount of such stockNet Equity Proceeds that has not been applied to repay the Loans in accordance with subsection 2.4B(iii)(d) (exclusive of any Net Equity Proceeds referred to in subsection 2.4B(iii)(d)(C)(y)), not plus (2) the amount ---- contributed to exceed $1,000,000 in the aggregate at any time outstanding; (x) Borrower and its Subsidiaries may make acquisitions permitted Company pursuant to subsection 7.7; and (xi) Borrower and its Subsidiaries may sell inventory on credit in the ordinary course of business2.4B(iii)(d)(C)(y).

Investments; Joint Ventures. Borrower Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower Company and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower and its Subsidiaries may (a) make and own Investments in any Loan Party, and (b) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000; (iii) Borrower and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv); (iv) Borrower and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (v) Borrower Company and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date (after giving effect to the Acquisition and described the Merger) in Schedule 7.3 annexed heretoany Subsidiaries of Company; (viiii) Borrower Company and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(v); (iv) Payco may continue to own the Joint Ventures owned by it as of the Closing Date (after giving effect to the Acquisition and the Merger); (v) Company and its Subsidiaries may make and own Investments in shares Permitted Joint Ventures; provided that (a) at the time of capital stocksuch Investment, evidence and after giving effect thereto, no Potential Event of Indebtedness Default or other security acquired Event of Default shall have occurred and be continuing, (b) the aggregate amount of all such Investments made after the Closing Date shall not exceed $5,000,000, and (c) Company and its Subsidiaries shall pledge all of their respective equity interests in consideration any Permitted Joint Venture to Collateral Agent to secure the Obligations under the Loan Documents (except to the extent, and only to the extent, such pledge of the equity interests in a Permitted Joint Venture organized under the laws of a foreign country would result in Company incurring additional liabilities for or as evidence taxes); (vi) Company may make and own Investments consisting of past-due or restructured Accounts notes received in an connection with any Asset Sale limited to 20% of the total sale price of the assets sold in such Asset Sale; provided that the aggregate face principal amount of such Accounts notes at any time outstanding shall not to exceed $500,0002,000,000; (vii) Borrower Company and its Subsidiaries may make and own Investments in non-cash consideration received in connection with any Asset Sale otherwise permitted herebya Permitted Acquisition or a Permitted Portfolio Acquisition; (viii) Borrower Company and its Subsidiaries may make Consolidated Maintenance Capital Expenditures permitted by subsection 7.8; and (ix) Company and its Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organization; (ix) Borrower and its Subsidiaries may make and own other Investments in loans and advances (a) to their respective employees for moving, entertainment, travel and other similar expenses in the ordinary course of business an aggregate amount not to exceed $250,000 in the aggregate at any time outstanding, or (b) to their respective employees and to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstanding; (x) Borrower and its Subsidiaries may make acquisitions permitted pursuant to subsection 7.7; and (xi) Borrower and its Subsidiaries may sell inventory on credit in the ordinary course of business2,500,000.

Investments; Joint Ventures. Borrower ChipPAC shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower ChipPAC and its Subsidiaries may (ax) make and own Investments in any Loan Party, and (b) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000; (iii) Borrower and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv); (iv) Borrower and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (v) Borrower and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date in any Subsidiaries of ChipPAC, and described (y) make and own additional Investments in Schedule 7.3 annexed heretoany Loan Party; (viii) Borrower ChipPAC and its Subsidiaries may make and own intercompany loans to the extent permitted by subsection 7.1(vi); (iii) ChipPAC and its Subsidiaries may make and own Investments in shares Cash Equivalents; (iv) ChipPAC and its Subsidiaries may make and own Consolidated Capital Expenditures and Micro BGA Capital Expenditures permitted by subsection 7.6D; (v) ChipPAC and its Subsidiaries may make and own Investments consisting of capital stocknotes received in connection with any Asset Sale permitted under subsection 7.7(iv); (vi) ChipPAC and its Subsidiaries may make loans to officers, evidence employees, directors, executives or consultants of Indebtedness ChipPAC and its Subsidiaries (a) in the ordinary course of business for travel, moving, entertainment or other security acquired in consideration for similar expenses, or as evidence of past-due or restructured Accounts (b) otherwise in an aggregate face amount of such Accounts at any time not to exceed $500,0002,000,000 outstanding at any time; (vii) Borrower ChipPAC and its Subsidiaries may make and own Permitted Acquisitions; (viii) ChipPAC and its Subsidiaries may continue to own the Investments described in Schedule 7.3 annexed hereto; ------------ (ix) ChipPAC and its Subsidiaries may make loans and advances to employees, officers, executives or consultants to Company and its Subsidiaries in the ordinary course of business of ChipPAC and its Subsidiaries as presently conducted for the purpose of purchasing capital stock of ChipPAC so long as the proceeds of such loans or advances are used in their entirety to purchase such capital stock; 102 (x) ChipPAC and its Subsidiaries may make and own Investments in non-cash consideration received in connection with any Asset Sale otherwise permitted herebySubsidiaries pursuant to subsection 7.7(vi) or Permitted Acquisitions under subsection 7.7(v) and other Investments owned by entities acquired pursuant to such Permitted Acquisitions to the extent owned as at the time of consummation of such Permitted Acquisitions; (viiixi) Borrower and its Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organization; (ix) Borrower ChipPAC and its Subsidiaries may make and own Investments in loans and advances wholly owned Subsidiaries of ChipPAC consisting of intercompany Indebtedness (other than the Recapitalization Notes) of such Subsidiaries converted to equity Investments; provided that (a) the underlying -------- intercompany Indebtedness was permitted hereunder at the time of such conversion and (b) up to their respective employees for moving$7,000,000 aggregate principal amount of the ChipPAC Shanghai I Loan may be converted to equity at the time and to the extent required by applicable law so long as (x) Company gives prior notice thereof to the Administrative Agent, entertainment, travel (y) at the time of such conversion no Default or Event of Default shall have occurred and other similar expenses be continuing and (z) Company complies with the applicable provisions of Section 6.11 with respect to the resulting equity interest; (xiii) ChipPAC and its Subsidiaries may consummate the Recapitalization Transactions; and (xiv) ChipPAC and its Subsidiaries may enter into Interest Rate Agreements entered into pursuant to this Agreement or otherwise in the ordinary course of business its business, and not to exceed $250,000 in the aggregate at any time outstanding, or (b) to their respective employees and to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstanding; (x) Borrower and its Subsidiaries may make acquisitions permitted pursuant to subsection 7.7; and (xi) Borrower and its Subsidiaries may sell inventory on credit in the ordinary course of businessfor speculative purposes.

Investments; Joint Ventures. Borrower The Credit Parties shall not, and shall not permit any of its their respective Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower The Credit Parties and its their respective Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower The Credit Parties and its Subsidiaries may (a) make and own Investments in any Loan Party, and (b) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000; (iii) Borrower and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv); (iv) Borrower and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (v) Borrower and its their respective Subsidiaries may continue to own the Investments owned by them as of the Closing Date in any of their respective Subsidiaries; (iii) The Credit Parties and described their respective Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(v); (iv) BBMC may make Investments in Schedule 7.3 annexed heretothe Credit Parties consisting of the payment or advancement of expenses on behalf of such Credit Parties in the ordinary course of business; (v) The Credit Parties and their respective Subsidiaries may make Combined Capital Expenditures permitted by subsection 7.8; (vi) Borrower The Credit Parties and its their respective Subsidiaries may make and own hold Investments in shares the WJST Note and WTSB Note and other promissory notes received from time to time in respect of capital stock, evidence of Indebtedness or other security acquired in consideration for or as evidence of past-due or restructured Accounts in an aggregate face amount of such Accounts at any time not to exceed $500,000Asset Sales permitted hereunder; (vii) Borrower The Credit Parties and its their respective Subsidiaries may make Investments consisting of deposits and own Investments in non-cash consideration received in connection with any Asset Sale otherwise permitted hereby; (viii) Borrower surety bonds, escrow arrangements and its Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organization; (ix) Borrower and its Subsidiaries may make and own Investments in loans and advances like transactions incurred either (a) to their respective employees for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $250,000 in the aggregate at any time outstanding, or (b) to their respective employees and to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstandingconnection with a Permitted Acquisition; (xviii) Borrower Investments in Subsidiaries formed for the purpose of making, or acquired pursuant to, one or more Permitted Acquisitions; provided that such Subsidiaries become parties to the Subsidiary Guaranty and its the other Loan Documents to the same extent as the other Subsidiaries may make acquisitions permitted pursuant to subsection 7.7of Borrowers; and (xiix) Borrower and its Subsidiaries may sell inventory on credit Investments existing as of the Closing Date as set forth in the ordinary course of businessSchedule 7.3.

Investments; Joint Ventures. Borrower Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower Company and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower Company and its Subsidiaries may (a) make and continue to own the Investments in any Loan Party, and (b) make and own Investments owned by them as of the Closing Date in any Subsidiaries of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000Company; (iii) Borrower Company and its wholly-owned Subsidiary Guarantors may make Investments in any of Company's wholly-owned Subsidiary Guarantors and Subsidiaries of Company may make Investments in Company; (iv) Company and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv); (ivx) Borrower and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.87.8 and (y) Consolidated Capital Software Expenditures permitted by subsection 7.16; (v) Borrower Company and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date and described in Schedule 7.3 annexed hereto;; 122 EXECUTION (vi) Borrower Company and its Subsidiaries may make and own Investments in shares of capital stock, evidence of Indebtedness or other security acquired in consideration for or as evidence of past-due or restructured Accounts in an aggregate face amount of such Accounts at any time not to exceed $500,000Permitted Acquisitions permitted under subsection 7.7(vii); (vii) Borrower Company and its Subsidiaries may hold non-cash consideration consisting of promissory notes received in connection with Asset Sales permitted under subsection 7.7(viii) so long as the aggregate principal amount of all such promissory notes does not exceed $15 million at any time outstanding (determined without regard to any write-downs or write-offs thereof); (viii) Company and its Subsidiaries may make and own Investments in non-cash consideration received Foreign Subsidiaries in connection with an aggregate amount not to exceed $15 million at any Asset Sale otherwise permitted hereby; (viii) Borrower and time outstanding; provided that in the event that any of Company or any of its Subsidiaries may make and own Investments has an Investment in a Foreign Subsidiary that is solely a holding company with respect to any obligation to indemnify their respective officers and directors no material assets, liabilities or operations ("Foreign Holdco") other than an equity Investment in another Foreign Subsidiary that is a direct subsidiary of Foreign Holdco, Company's or such Subsidiary's equity Investment in Foreign Holdco will not be counted for purposes of the $15 million amount permitted by this subsection 7.3(viii) to the fullest extent permitted by such equity Investment in Foreign Holdco is equal to or less than the corporation or limited liability company law equity Investment of the jurisdiction of Foreign Holdco in such Person's organizationother Foreign Subsidiary; (ix) Borrower Company and its Subsidiaries may make and own Investments in loans Joint Ventures and advances (a) to their respective employees for moving, entertainment, travel and other similar expenses non-wholly owned Subsidiaries in the ordinary course of business an aggregate amount not to exceed $250,000 in the aggregate at any time outstanding, or (b) to their respective employees and to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate 15 million at any time outstanding; (x) Borrower Company and its Subsidiaries may make acquisitions permitted pursuant and own other Investments in an aggregate amount not to subsection 7.7exceed $5 million at any time outstanding; and (xi) Borrower So long as no Event of Default or Potential Event of Default has occurred and its Subsidiaries is continuing, Company may sell inventory on credit make Investments as required to be made by the Company pursuant to and in accordance with the ordinary course terms of businessthe Consulting Agreement.

Investments; Joint Ventures. Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, or acquire, by purchase or otherwise, all or substantially all the business, property or fixed assets of, or Capital Stock or other ownership interest of any Person, or any division or line of business of any Person except: (i) Borrower and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower and its Subsidiaries may (a) make and continue to own the Investments in any Loan Party, and (b) make and own Investments owned by them as of the Closing Date in any Subsidiaries of Borrower that are not Loan Parties and Borrower and its wholly-owned Subsidiaries may make and own additional equity Investments in aggregate amount not to exceed $750,000their respective wholly-owned Subsidiaries; (iii) Borrower and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv); (iv) Borrower and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (v) Borrower and its Subsidiaries may continue make Investments in Accounts owing to own Borrower or any of its Subsidiaries or any advances to suppliers, in each case if created, acquired or made in the Investments owned by them as ordinary course of the Closing Date business and described payable or dischargeable in Schedule 7.3 annexed heretoaccordance with customary trade terms; (vi) Borrower and its Subsidiaries may make Investments consisting of loans and own Investments in shares advances to Officers, directors, employees of capital stock, evidence of Indebtedness or other security acquired in consideration for or as evidence of past-due or restructured Accounts Borrower and its Affiliates in an aggregate face amount of such Accounts at any time not to exceed $500,000100,000 at any time outstanding; (vii) Borrower and its Subsidiaries may make and own Investments in non-cash consideration (including debt obligations) received in connection with any Asset Sale otherwise permitted herebythe bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business; (viii) Borrower and its Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organization;under subsection 7.7; and (ix) Borrower and its Subsidiaries may make and own other Investments in loans and advances (a) to their respective employees for moving, entertainment, travel and other similar expenses in the ordinary course of business an aggregate amount not to exceed $250,000 in the aggregate at any time outstanding, or (b) to their respective employees and to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstanding; (x) Borrower and its Subsidiaries may make acquisitions permitted pursuant to subsection 7.7; and (xi) Borrower and its Subsidiaries may sell inventory on credit in the ordinary course of business100,000.

Investments; Joint Ventures. Borrower shall not, will not and shall will not permit any of its Subsidiaries to, directly or indirectly, indirectly to make or own any Investment in any PersonPerson except, including any Joint Venture, exceptto the extent permitted by the Financing Documents: (iA) Borrower and its Subsidiaries may make and own Investments in Cash Equivalents; provided that such Cash Equivalents are not subject to set-off rights, other than for fees, returned checks and Cash Equivalentsindemnities; (ii) Borrower and its Subsidiaries may (a) make and own Investments in any Loan Party, and (b) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000; (iiiB) Borrower and its Subsidiaries may make intercompany loans among themselves to the extent such Indebtedness is permitted under pursuant to subsection 7.1(iv3.1(B); (ivC) Borrower and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (v) Borrower and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date and described in Schedule 7.3 annexed hereto; (vi) Borrower and its Subsidiaries may make and own Investments in shares of capital stock, evidence of Indebtedness or other security acquired in consideration for or as evidence of past-due or restructured Accounts in an aggregate face amount of such Accounts at any time not to exceed $500,000; (vii) Borrower and its Subsidiaries may make and own Investments in non-cash consideration received in connection with any Asset Sale otherwise permitted hereby; (viii) Borrower and its Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organization; (ix) Borrower and its Subsidiaries may make and own Investments in loans and advances (a) to their respective employees for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $250,000 in the aggregate at any time outstanding, or (b) to their respective employees and to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 500,000 in the aggregate at any time outstanding; (xD) Borrower and its Subsidiaries may make acquisitions permitted pursuant to subsection 7.7; andInvestments in Domestic Subsidiaries so long as such Domestic Subsidiary has issued the guarantee, and granted the security interest, contemplated by Section 2.8 hereof; (xiE) Borrower and its Subsidiaries may sell inventory on credit acquire and own Investments of any Person received in connection with the bankruptcy or reorganization of suppliers and customers and in connection with the settlement of delinquent obligations of, and disputes with, customers and suppliers arising in the ordinary course of businessbusiness and other Investments received in respect thereof; (F) Investments received in connection with Asset Dispositions or other sales, dispositions or transfers of property not prohibited hereunder, and other Investments received in respect thereof; (G) Investments existing on the Closing Date and disclosed on Schedule 3.3, and other Investments received in respect thereof; (H) Investments of a Person that becomes a Domestic Subsidiary of Borrower following the Closing Date or is merged or consolidated with or into or transfers all or substantially all of its assets to or is liquidated into Borrower or any Domestic Subsidiary of Borrower, and other Investments received in respect thereof; (I) Investments other than those described in the foregoing clauses (A) through (H) if the aggregate amount thereof never exceeds $1,000,000 at any time; and (J) Investments in the ITS Companies not to exceed $2,000,000 in the aggregate at any time.

Investments; Joint Ventures. Borrower Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, to make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower Company and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower Company and its Subsidiaries may make loans and advances to officers, directors and employees of Company or any of its Subsidiaries (a) make and own Investments in any Loan Party, to finance the purchase of capital stock of Company and (b) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties in an aggregate principal amount not to exceed $750,0005,000,000 at any time outstanding for additional purposes not contemplated by the foregoing clause (a); (iii) Borrower Company and its Subsidiaries may make intercompany loans to the extent and own Investments consisting of any non-cash proceeds received by Company or any of its Subsidiaries in connection with any Asset Sale permitted under subsection 7.1(ivSection 7.7(v); (iv) Borrower and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (v) Borrower Company and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date and described in Schedule 7.3 annexed hereto; (vi) Borrower hereto and Company and its Subsidiaries may make and own Investments in shares purchased with the proceeds of capital stock, evidence the sale of Indebtedness or other security acquired in consideration for or as evidence of past-due or restructured Accounts in an aggregate face amount of such Accounts at any time not to exceed $500,000Investments permitted under this Section 7.3(iv); (viiv) Borrower Company and its Subsidiaries may make and own Investments (x) in any Person in which Company or any of its Subsidiaries has an interest of 50% or less in an aggregate amount at any time not exceeding the greater of $50,000,000 and 10% of Consolidated Total Assets and (y) in other Persons, including Unrestricted Subsidiaries and non-cash consideration received wholly-owned Subsidiaries which do not become Loan Parties hereunder in connection with an aggregate amount at any Asset Sale otherwise permitted herebytime not exceeding the greater of $15,000,000 and 3% of Consolidated Total Assets; provided, that, any amounts not used in clause (x) above may be used for purposes of this clause (y); (viiivi) Borrower Company and its Subsidiaries may make and own Investments with respect (collectively, “Unrestricted Investments”) in addition to those permitted under clauses (i) through (v) above; provided that after giving effect to any obligation such additional Unrestricted Investment pursuant to indemnify their respective officers and directors to this clause (vi) the fullest extent permitted Available Amount Usage shall not exceed the Available Amount; provided, further, that Investments by the corporation or limited liability company law of the jurisdiction of such Person's organization; (ix) Borrower Company and its Subsidiaries may make in Unrestricted Subsidiaries and own Investments in loans and advances non-wholly-owned Subsidiaries which do not become Loan Parties hereunder pursuant to this clause (avi) to their respective employees for moving, entertainment, travel and other similar expenses in the ordinary course of business shall not to exceed $250,000 in the aggregate at any time outstanding, or (b) to their respective employees and to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by $15,000,000 for all such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstanding; (x) Borrower and its Subsidiaries may make acquisitions permitted pursuant to subsection 7.7Unrestricted Investments; and (xivii) Borrower and its Subsidiaries may sell inventory on credit in the ordinary course of businessAny Acquisition permitted by Section 7.7.

Investments; Joint Ventures. Borrower Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower Company and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower and its Subsidiaries may (a) make and own Investments in any Loan Party, and (b) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000; (iii) Borrower Company and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv); (iviii) Borrower Company and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (viv) Borrower Company and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date and described in Schedule 7.3 annexed hereto; (viv) Borrower Company and its Subsidiaries may make and own other Investments in shares (including by means of capital stock, evidence of Indebtedness or other security acquired in consideration for or as evidence of past-due or restructured Accounts a merger) in an aggregate face amount of such Accounts not to exceed at any time not to exceed $500,0001,000,000; (viivi) Borrower and its Subsidiaries may make and own Investments in non-cash consideration received in connection with any Asset Sale otherwise permitted hereby; (viii) Borrower and its Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organization; (ix) Borrower and its Subsidiaries may make and own Investments in loans and advances (a) to their respective employees for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $250,000 in the aggregate at any time outstanding, or (b) to their respective employees and to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstanding; (x) Borrower Company and its Subsidiaries may make acquisitions (including by means of a merger) of a Person's capital stock or other equity interests or of all or a substantial portion of a Person's business, property or fixed assets provided that each of the following conditions is satisfied (a "Permitted Acquisition"): (a) the acquired Person is in, or the business, property or fixed assets so acquired are used in, the same or a related line of business as the Company and its Subsidiaries; (b) the consideration paid by Company and its Subsidiaries for any acquisition or series of related acquisitions consists of (w) common stock of Company, (x) the Cash proceeds of common stock issued by Company in connection with such acquisition, (y) Acquired Indebtedness permitted pursuant under subsection 7.1(vi) and/or (z) such other consideration as may be paid by Company and its Subsidiaries, including without limitation Cash not constituting the proceeds of common stock issuances by the Company and provisions for earnouts, deferred compensation or other similar arrangements, provided that the amount of such other consideration so paid in any Fiscal Year (the "ANNUAL AMOUNT") shall not exceed $2,500,000 in the aggregate or, in the event that Company's Consolidated Leverage Ratio is less than or equal to subsection 7.72.00:1.00, the amount of such other consideration so paid in any Fiscal Year shall not exceed $5,000,000 in the aggregate; provided however that the Annual Amount in any Fiscal Year may be increased with respect to earnout payments made in such Fiscal Year (the "Additional Earnout Payments") up to an amount which does not exceed the Annual Amount available for the next succeeding Fiscal Year and provided that the Annual Amount available in such next succeeding Fiscal Year shall be reduced by the amount of such Additional Earnout Payments; (c) concurrently with the consummation of such Permitted Acquisition, Company shall, and shall cause its Subsidiaries to, comply with the requirements of subsections 6.8 and 6.9 with respect to such Permitted Acquisition; and (xid) Borrower prior to the consummation of any such Permitted Acquisition, Company shall deliver to Administrative Agent an Officers' Certificate (1) certifying that no Potential Event of Default or Event of Default under this Agreement shall then exist or shall occur as a result of such Permitted Acquisition, (2) demonstrating that after giving effect to such Permitted Acquisition and to all Indebtedness to be incurred or assumed or repaid in connection with or as consideration for such Permitted Acquisition, Company will be in compliance with the financial covenants, calculated on a Pro Forma Basis, as of the last day of the four Fiscal Quarter period most recently ended prior to the date of the proposed Permitted Acquisition for which the relevant financial information is available, (3) delivering a copy, prepared in conformity with GAAP (subject to year-end adjustments and the absence of footnotes), of (i) financial statements of the Person or business so acquired for the immediately preceding four consecutive Fiscal Quarter period corresponding to the calculation period for the financial covenants in the immediately preceding clause and (ii) audited or reviewed financial statements of the Person or business so acquired for the fiscal year ended within such period of such Person, and (4) revised financial projections (in a form substantially consistent with previously provided projections) for Company Pro Forma for any proposed Permitted Acquisition for the succeeding four Fiscal Quarters. (vii) Company and its Subsidiaries (x) may continue to own their existing Investments in their respective Subsidiaries as of the Closing Date, (y) may make additional Investments in their respective wholly-owned Subsidiary Guarantors and (z) may make additional Investments in their Foreign Subsidiaries in an aggregate amount not to exceed $2,000,000 outstanding at any time; and (viii) Company and its Subsidiaries may sell inventory on credit make Investments in Joint Ventures (including a Joint Venture where the ordinary course Company contributes assets to the Joint Venture rather than Cash); provided that the aggregate amount or value of businessall such Investments does not to exceed $1,000,000 outstanding at any time.

Investments; Joint Ventures. Borrower Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower Holdings and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower and its Subsidiaries Holdings may (a) make and continue to own the Investments owned by it as of the Effective Date in any Loan PartyCompany, and (b) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000; (iii) Borrower and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv); (iv) Borrower and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (v) Borrower Company and its Subsidiaries may continue to own the Investments owned by them as of the Closing Effective Date in any Subsidiaries of Company and Holdings, Company and its Subsidiaries may make Investments in Subsidiary Guarantors; 120 (iii) Holdings and its Subsidiaries may own Investments in their respective Subsidiaries to the extent that such Investments reflect an increase in the value of such Subsidiaries; (iv) Company and its Subsidiaries may make intercompany loans to the extent permitted under subsections 7.1(iv) and (xiv); (v) Company and its Subsidiaries may continue to own the Investments owned by them and described in Schedule 7.3 annexed hereto; (vi) Borrower Company and its Subsidiaries may make loans and advances to employees, officers, executives or consultants to Company and its Subsidiaries in the ordinary course of business of Company and its Subsidiaries as presently conducted for the purpose of purchasing Securities of Holdings so long as no cash is paid by Holdings or any of its Subsidiaries in connection the acquisition of such Securities; (vii) Company and its Subsidiaries may own Investments (including debt obligations) received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business; (viii) Holdings may make equity contributions to the capital of Company and the Subsidiary Guarantors; (ix) Holdings, Company and the Subsidiary Guarantors may make and own Investments in Subsidiary Guarantors pursuant to Permitted Acquisitions under subsection 7.7(viii); (x) Company and its Subsidiaries may make and own Investments in shares Subsidiary Guarantors consisting of capital stockintercompany Indebtedness of such Subsidiary Guarantors converted to equity Investments, evidence provided that the underlying intercompany Indebtedness was permitted pursuant to Section 7.1 at the time of Indebtedness or other security acquired such conversion; (xi) Company and the Subsidiary Guarantors may make and own Investments consisting of notes received in consideration for or as evidence of past-due or restructured Accounts in an connection with any Asset Sale permitted hereunder, provided that the aggregate face outstanding principal amount of such Accounts notes does not exceed $1,000,000 at any time not to exceed $500,000and such notes are secured by a first priority perfected lien on such assets sold; (viixii) Borrower Holdings, Company and the Subsidiary Guarantors may make and own Investments permitted under Section 7.7; (xiii) Company and its Subsidiaries may make deposits to landlords in the ordinary course of business pursuant to an operating lease to secure the performance by the Company and its Subsidiaries under such lease so long as the Company and its Subsidiaries are in compliance with subsection (iv) of Section 7.2; 121 (xiv) Company and its Subsidiaries may acquire and hold dated receivables owing to it, if created in the ordinary course of business and payable or dischargeable in accordance with customary trade terms of the Company and its Subsidiaries; and (xv) Holdings and its Subsidiaries may make and own other Investments in non-cash consideration received in connection with any Asset Sale otherwise permitted hereby; (viii) Borrower and its Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organization; (ix) Borrower and its Subsidiaries may make and own Investments in loans and advances (a) to their respective employees for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $250,000 in the an aggregate at any time outstanding, or (b) to their respective employees and to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, amount not to exceed $1,000,000 in the aggregate at any time outstanding; (x) Borrower and its Subsidiaries may make acquisitions permitted pursuant to subsection 7.7; and (xi) Borrower and its Subsidiaries may sell inventory on credit in the ordinary course of businessduring each Fiscal Year.