Common use of Investments; Joint Ventures Clause in Contracts

Investments; Joint Ventures. 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) Company and its Subsidiaries may make and own Investments in Cash Equivalents; 134 (ii) Company and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv); (iii) Company and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsections 7.6, 7.8 and 7.9; (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 wholly-owned Domestic Subsidiaries may make 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 under subsection 7.7(ii); and (vi) Company and its Subsidiaries may make and own other Investments in an aggregate amount not to exceed at any time $8,000,000.

Investments; Joint Ventures. Holdings 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) Company and its Subsidiaries may make and own Investments in Cash Equivalents; 134; (ii) Company and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date in any Subsidiaries of Company; (iii) Company may make intercompany loans Investments to the extent permitted under subsection subsections 7.1(iii) and 7.1(iv); (iiiiv) Company and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsections 7.6, 7.8 and 7.9subsection 7.8; (ivv) Company and its Subsidiaries may continue to own the Investments owned by them and described in Schedule 7.3 annexed hereto; ------------ (vvi) 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, 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 acquisitions permitted under by subsection 7.7(ii)7.7(v) hereof; and (vivii) Company and its Subsidiaries may make and own other Investments (other than acquisitions described in subsection 7.7(v) hereof) in an aggregate amount not to exceed at any time $8,000,0005,000,000.

Investments; Joint Ventures. Holdings 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) Company and its Subsidiaries may make and own Investments in Cash Equivalents; 134; (ii) Company and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date in any Subsidiaries of Company; (iii) Company and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv); (iiiiv) Company and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsections 7.6, 7.8 and 7.9subsection 7.8; (ivv) Company and its Subsidiaries may make acquisitions to the extent permitted under 7.7(v); (vi) Company and its Subsidiaries may continue to own the Investments owned by them and described in Schedule 7.3 annexed hereto; and ------------ (v) 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, 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 under subsection 7.7(ii); and (vivii) Company and its Subsidiaries may make and own other Investments in an aggregate amount not to exceed at any time $8,000,0005,000,000.

Investments; Joint Ventures. Holdings 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) Company and its Subsidiaries may make and own Investments in Cash Equivalents; 134; (ii) Company and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date in any Subsidiaries of Company; (iii) Company and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv); (iiiiv) Company and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsections 7.6, 7.8 and 7.9subsection 7.8; (ivv) Company and its Subsidiaries may make acquisitions to the extent permitted under 7.7(v); (vi) Company and its Subsidiaries may continue to own the Investments owned by them and described in Schedule 7.3 annexed hereto; ------------ ------------ and (v) 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, 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 under subsection 7.7(ii); and (vivii) Company and its Subsidiaries may make and own other Investments in an aggregate amount not to exceed at any time $8,000,000.5,000,000. 117

Investments; Joint Ventures. 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) Company Holdings and its Subsidiaries may make and own Investments in Cash Equivalents; 134Equivalents to the extent, in the case of Holdings, BDI and BPI, permitted under subsection 7.14; (ii) 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); (iii) Company Holdings and its Subsidiaries may make Consolidated Capital Expenditures permitted continue to own the Investments owned by subsections 7.6, 7.8 them as of the Closing Date in any Subsidiaries of Holdings and 7.9; described on Schedule 5.1 annexed hereto as in effect on the Closing Date; 133 141 (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 wholly-owned Domestic Subsidiaries may make 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 under subsection 7.7(ii); and (vi) Company and its Subsidiaries may make and own other Investments in an aggregate amount not to exceed at any time $8,000,000.;

Investments; Joint Ventures. Holdings 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:: 109 (i) Company and its Subsidiaries may make and own Investments in Cash Equivalents; 134; (ii) Company and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date in any Subsidiaries of Company; (iii) Company and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv); (iiiiv) Company and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsections 7.6, 7.8 and 7.9subsection 7.8; (ivv) Company and its Subsidiaries may continue to own the Investments owned by them and described in Schedule 7.3 annexed hereto; ------------ (vvi) Company and its wholly-owned Domestic Subsidiaries may make Investments relating to the purchase of minority equity interests in Subsidiaries (whether existing as of or subsequent to the Closing Date) which Company directly or indirectly owns a majority interest; (vii) Company and its Subsidiaries may make and own Investments in Persons that, as a result of such Investments, become additional wholly-owned Domestic Subsidiaries, Permitted Acquisitions permitted by subsections 7.7(iii) 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 under subsection 7.7(ii(vi); and (viviii) Company and its Subsidiaries may make and own other Investments in an aggregate amount not to exceed at any time $8,000,0005,000,000.

Investments; Joint Ventures. Holdings 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) Company and its Subsidiaries may make and own Investments in Cash Equivalents; 134; (ii) Company and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date in any Subsidiaries of Company; (iii) Company and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv); (iiiiv) Company and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsections 7.6, 7.8 subsection 7.8; 128 (v) Company and 7.9its Subsidiaries may make acquisitions to the extent permitted under 7.7(v); (ivvi) 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 wholly-owned Domestic Subsidiaries may make 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 under subsection 7.7(ii); and (vivii) Company and its Subsidiaries may make and own other Investments in an aggregate amount not to exceed at any time $8,000,000500,000.

Investments; Joint Ventures. Holdings 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) Company and its Restricted Subsidiaries may make and own Investments in Cash Equivalents; 134; (ii) Company and its Restricted Subsidiaries may continue to own the Investments owned by them as of the Closing Date in any Subsidiaries of Company; (iii) Company and its Restricted Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv7.1(iii); (iiiiv) Company and its Restricted Subsidiaries may make Consolidated Capital Expenditures permitted by subsections 7.6, 7.8 and 7.9subsection 7.8; (ivv) Company and its Restricted Subsidiaries may continue to own the Investments owned by them and described in Schedule 7.3 annexed hereto; ------------ (v) 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, 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 under subsection 7.7(ii); and ------------ (vi) Company and its Restricted Subsidiaries may continue to own the Investments owned by them as of the Closing Date in ICBH, and may make and own other additional Investments in an aggregate amount not ICBH of up to exceed at any time $8,000,000.10,000,000 in the aggregate; and

Investments; Joint Ventures. Holdings The Borrowers 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) Company The Borrowers and its their respective Subsidiaries may make and own Investments in Cash Equivalents; 134; (ii) Company The Borrowers and its their respective Subsidiaries may continue to own the Investments owned by them as of the Closing Date in any Subsidiaries of the Borrowers; (iii) The Borrowers and their respective Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv); (iii) Company and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsections 7.6, 7.8 and 7.9; (iv) Company The Borrowers and its their respective Subsidiaries may continue to own the Investments owned by them and described in Schedule 7.3 annexed hereto; ------------; (v) Company and its wholly-owned Domestic Subsidiaries The Borrowers may make 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 Acquisitions permitted under subsection 7.7(ii7.7(vi); (vi) The Borrowers may make Investments in Joint Ventures in an aggregate amount not to exceed $40,000,000; and (vivii) Company The Borrowers and its their respective Subsidiaries may make and own other Investments in an aggregate amount not to exceed at any time $8,000,00010,000,000.

Investments; Joint Ventures. Holdings 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) Company and its Subsidiaries may make and own Investments in Cash Equivalents; 134; (ii) 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 on Schedule 5.1 annexed hereto as in effect on the Closing Date; 143 151 (iii) Company and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv); (iii) Company and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsections 7.6, 7.8 and 7.9; ; (iv) Company and its Subsidiaries may continue create or acquire new Subsidiaries to own the Investments extent otherwise permitted under this Agreement; provided that (a) any such new Subsidiary is wholly-owned by them and described in Schedule 7.3 annexed hereto; ------------ (v) Company and or one of its wholly-owned Domestic Subsidiaries may make and own Investments in Persons that, as a result the provisions of such Investments, become additional wholly-owned Domestic Subsidiaries, subsections 6.8 and Company may make 6.9 have been complied with and own Investments in Persons that, as a result of such Investments, become additional direct wholly-owned Foreign Subsidiaries, in each case (b) to the extent such Investments are creation or acquisition constitutes a Consolidated Capital Expenditure, such Consolidated Capital Expenditure is permitted under subsection 7.7(ii); and (vi) Company and its Subsidiaries may make and own other Investments in an aggregate amount not to exceed at any time $8,000,000.7.8;

Investments; Joint Ventures. Holdings 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) Company and its Subsidiaries may make and own Investments in Cash Equivalents; 134; (ii) Company and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date in any Subsidiaries of Company; (iii) Company and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv); (iiiiv) Company and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsections 7.6, 7.8 and 7.9subsection 7.8; (ivv) 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 wholly-owned Domestic Subsidiaries may make 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 under subsection 7.7(ii); and (vi) Company and its Subsidiaries may make and own other Investments in an aggregate amount not to exceed at any time $8,000,0001,000,000.

Investments; Joint Ventures. Holdings 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) Company and its Restricted Subsidiaries may make and own Investments in Cash Equivalents; 134 (ii) Company and its Restricted Subsidiaries may continue to own the Investments owned by them as of the Effective Date in any Subsidiaries of Company; (iii) Company and its Restricted Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv7.1(iii); ; (iiiiv) Company and its Restricted Subsidiaries may make Consolidated Capital Expenditures permitted by subsections 7.6, 7.8 and 7.9; subsection 7.8; (ivv) Company and its Restricted Subsidiaries may continue to own the Investments owned by them and described in Schedule 7.3 annexed hereto; ------------ (v) 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, 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 under subsection 7.7(ii); and ------------ (vi) Company and its Restricted Subsidiaries may continue to own the Investments owned by them as of the Closing Date in ICBH, and may make additional Investments in ICBH of up to $17,000,000 in the aggregate; and (vii) Company and its Restricted Subsidiaries may make and own other Investments (including, without limitation, Investments in Unrestricted Subsidiaries) in an aggregate amount outstanding not to exceed at any time $8,000,00025,000,000.

Investments; Joint Ventures. Holdings 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) Company and its Subsidiaries may make and own Investments in Cash Equivalents; 134; (ii) Company and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date in any Subsidiaries of Company; (iii) Company and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv); (iiiiv) Company and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsections 7.6, 7.8 and 7.9subsection 7.8; (ivv) Company and its Subsidiaries may continue to own the Investments owned by them and described in Schedule SCHEDULE 7.3 annexed hereto; ------------; (vvi) Company and its wholly-owned Domestic Subsidiaries may make and own Investments in Joint Ventures formed with Persons that, as a result organized outside of such Investments, become additional wholly-owned Domestic Subsidiaries, the United States for the purpose of operating trade shows in an aggregate amount not to exceed at any time $10,000,000; (vii) Company and Company its Subsidiaries 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 Acquisitions permitted under subsection 7.7(ii7.7(vi); and (viviii) Company and its Subsidiaries may make and own other Investments in an aggregate amount not to exceed at any time $8,000,000.3,000,000. 112 120