Common use of Investments, Loans, Advances, Guarantees and Acquisitions Clause in Contracts

Investments, Loans, Advances, Guarantees and Acquisitions. (a) The Borrower will not, nor will it permit any Subsidiary to, purchase or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Investments, except: (i) Permitted Acquisitions; (ii) Permitted Investments; (iii) Investments existing on the Effective Date and set forth on Schedule 6.04(iii) and any modification, replacement, renewal, reinvestment or extension thereof; (iv) Investments (including cash payments in respect of earn-outs, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed, when taken together with the aggregate amount of payments made pursuant to Section 6.08(b)(iii), $5,000,000 per fiscal year of the Borrower and $25,000,000 during the term of this Agreement; provided that (x) before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $50,000,000; (v) loans or advances made by the Borrower to any Subsidiary Loan Party and made by any Subsidiary Loan Party to the Borrower or any Subsidiary Loan Party, provided that any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement; provided, however, that the foregoing pledge requirement with respect to any intercompany indebtedness may be satisfied by delivery of an omnibus or global intercompany note executed by all Loan Parties as payees and all such obligors as payors; (vi) Guarantees constituting Indebtedness permitted by Section 6.01; (vii) receivables or other trade payables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business consistent with past practice and payable or dischargeable in accordance with customary trade terms, provided that such trade terms may include such concessionary trade terms as the Borrower or any such Subsidiary deems reasonable under the circumstances; (viii) Investments consisting of Equity Interests, obligations, securities or other property received in settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business; (x) loans or advances by the Borrower or any Subsidiary to employees (A) made for reasonable and customary business-related travel, entertainment, relocation and other ordinary business purposes and (B) otherwise not exceeding $5,000,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances); (xi) Investments in the form of Swap Agreements permitted by Section 6.14; (xii) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiii) Investments received in connection with the dispositions of assets permitted by Section 6.05; (xiv) Investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (xv) other Investments (including in respect of earn-outs, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed the Available Basket Amount; provided that (x) before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $100,000,000; (xvi) Guarantees by the Borrower or any Subsidiary of leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business; (A) Investments from Loan Parties to non-Loan Party Subsidiaries existing on the Effective Date and set forth on Schedule 6.04(xvii) and any modification, replacement, renewal, reinvestment or extension thereof; (B) Investments from non-Loan Party Subsidiaries to Loan Parties and (C) Investments from Loan Parties to non-Loan Party Subsidiaries; provided that the aggregate amount of Investments under this Section 6.04(a)(xvii)(C), when taken together with any Indebtedness under Section 6.01(a)(xiii)(B), shall not exceed $10,000,000; (xviii) other Investments in respect of earn-outs, milestones and other similar deferred purchase price obligations in an aggregate amount not to exceed $4,000,000 in any fiscal year; provided that before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom; (xix) the licensing of intellectual property on arms’-length terms pursuant to joint marketing or joint venture arrangements with other Persons in the ordinary course of business which do not materially interfere with the business of the Borrower and the Subsidiaries; and (xx) Investments in the form of prepayments of expenses, so long as such expenses were incurred in the ordinary course of business and are paid in accordance with customary trade terms of the Borrower or any of its Subsidiaries. (b) For purposes of determining compliance with Section 6.04, in the event that an Investment (or any portion thereof) at any time meets the criteria of more than one of the categories of permitted Investments described in Section 6.04(a)(i) through (xx) above, the Borrower, in its sole discretion, will classify and may subsequently reclassify such Investment (or any portion thereof) in any one or more of the types of Investments described in Section 6.04(a)(i) through (xx) above and will only be required to include the amount and type of such Investment in such of the above clauses as determined by the Borrower at such time. The Borrower will be entitled to divide and classify an Investment in more than one of the types of Investments described in Section 6.04(a)(i) through (xx) above. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, less any return of capital, without adjustment for subsequent increases or decreases in the value of such Investment.

Investments, Loans, Advances, Guarantees and Acquisitions. (a) The Borrower Company will not, nor will it permit any Restricted Subsidiary to, purchase make or acquire (including pursuant to hold any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any InvestmentsInvestment, except: (ia) Permitted AcquisitionsInvestments at the time such Permitted Investment is made; (ii) Permitted Investments; (iii) Investments existing on the Effective Date and set forth on Schedule 6.04(iii) and any modification, replacement, renewal, reinvestment or extension thereof; (iv) Investments (including cash payments in respect of earn-outs, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed, when taken together with the aggregate amount of payments made pursuant to Section 6.08(b)(iii), $5,000,000 per fiscal year of the Borrower and $25,000,000 during the term of this Agreement; provided that (x) before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $50,000,000; (vb) loans or advances made by to present or former officers, directors, managers, members of management, consultants, independent contractors and employees of the Borrower to any Subsidiary Loan Party Company and made by any Subsidiary Loan Party to the Borrower or any Subsidiary Loan Party, provided that any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement; provided, however, that the foregoing pledge requirement with respect to any intercompany indebtedness may be satisfied by delivery of an omnibus or global intercompany note executed by all Loan Parties as payees and all such obligors as payors; Restricted Subsidiaries (vii) Guarantees constituting Indebtedness permitted by Section 6.01; (vii) receivables or other trade payables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business consistent with past practice and payable or dischargeable in accordance with customary trade terms, provided that such trade terms may include such concessionary trade terms as the Borrower or any such Subsidiary deems reasonable under the circumstances; (viii) Investments consisting of Equity Interests, obligations, securities or other property received in settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business; (x) loans or advances by the Borrower or any Subsidiary to employees (A) made for reasonable and customary business-related travel, entertainment, relocation and other analogous ordinary business purposes and purposes, (Bii) otherwise not exceeding $5,000,000 in connection with such Person’s purchase of Equity Interests in the aggregate at any time outstanding Company (determined without regard to any write-downs or write-offs provided that the amount of such loans and advances made in cash to such Person shall be contributed to the Company in cash as common equity or advancesQualified Equity Interests) and (iii) for purposes not described in the foregoing clauses (i) and (ii); provided that at the time of incurrence thereof and after giving pro forma effect thereto, the aggregate principal amount outstanding in reliance on this clause (iii) shall not exceed $5,000,000; (xic) Investments in (i) by the form of Swap Agreements permitted by Section 6.14; (xii) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower Company or any Restricted Subsidiary in any Note Party, provided that to the extent the aggregate amount of Investments by a Restricted Subsidiary that is not a Note Party exceeds $1,000,000, such non-Note Party Restricted Subsidiary shall have acceded to the Subsidiaries Pari Passu Intercreditor Agreement pursuant to the terms thereof, (including ii) by any Restricted Subsidiary that is not a Note Guarantor in connection with any other Restricted Subsidiary that is also not a Permitted AcquisitionNote Guarantor, (iii) so long as such investments were not made in contemplation of such Person becoming a by the Company or any Restricted Subsidiary or of such consolidation or merger; (xiii) Investments received in connection with the dispositions of assets permitted by Section 6.05; (xiv) Investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (xv) other Investments (including in respect of earn-outs, milestones and other similar deferred purchase price obligationsA) in an aggregate amount not to exceed the Available Basket Amountany Restricted Subsidiary; provided that (x) before the aggregate amount of such Investments made by Note Parties after the Issue Date in Restricted Subsidiaries that are not Note Guarantor in reliance on this clause (iii)(A), together with the aggregate amount of (I) all other Investments made in and immediately Dispositions made to Restricted Subsidiaries that are not Note Guarantors by any Note Parties after the Issue Date and (II) all Investments and Dispositions made in reliance on Section 4.28(ii), shall not exceed, at the time of the making thereof and after giving pro forma effect to any such Investmentthereto, $7,500,000, (y) no Specified Event of Default has occurred and is continuing or would result therefrom and (yz) pro forma Liquidity after giving effect thereto all Investments made by Note Parties in Restricted Subsidiaries that are not Note Parties in reliance on this clause (iii)(A) shall exceed $100,000,000be made only for the purpose of financing working capital needs of such non-Note Parties or another purpose agreed to by the Required Holders (such consent not to be unreasonably withheld, conditioned or delayed; provided, that it is acknowledged and agreed that it shall not be unreasonable to withhold consent to any such transaction that will have a material adverse impact on the Note Guarantees or the Collateral) and shall be evidenced by an intercompany note that has been pledged as Collateral, (B) [reserved] or (C) constituting Guarantees of Indebtedness or other monetary obligations of Restricted Subsidiaries that are not Note Guarantors owing to any Note Party, (iv) by the Company or any Restricted Subsidiary in Restricted Subsidiaries that are not Note Guarantors so long as such transaction is part of a series of simultaneous transactions that results in the proceeds of the initial Investment being invested in one or more Note Parties and (v) by the Company or any Restricted Subsidiary in any Restricted Subsidiary that is not a Note Guarantor, consisting of the contribution of Equity Interests of any other Restricted Subsidiary that is not a Note Guarantor so long as the Equity Interests of the transferee Restricted Subsidiary is pledged to secure the Notes Obligations; (xvid) Guarantees by the Borrower or any Subsidiary Investments consisting of leases (deposits, prepayments and/or other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into credits to suppliers in the ordinary course of business; (Ae) Investments from Loan Parties to non-Loan Party Subsidiaries consisting of extensions of trade credit in the ordinary course of business; (f) Investments (i) existing or contemplated on the Effective Issue Date and set forth on Schedule 6.04(xvii) and any modification, replacement, renewal, reinvestment or extension thereof; (B) Investments from non-Loan Party Subsidiaries to Loan Parties thereof and (Cii) Investments from Loan Parties to non-Loan Party Subsidiariesexisting on the Issue Date by the Company or any Restricted Subsidiary and any modification, renewal or extension thereof; provided that the aggregate amount of Investments under the original Investment is not increased except by the terms of such Investment or as otherwise permitted by this Section 6.04(a)(xvii)(C), when taken together with any Indebtedness under Section 6.01(a)(xiii)(B), shall not exceed $10,000,0004.13; (xviiig) other Investments in respect of earn-outs, milestones Swap Agreements permitted under Section 4.10; (h) promissory notes and other similar deferred purchase price obligations non-cash consideration received in an aggregate amount connection with Dispositions permitted by Section 4.14; (i) Investments made in connection with the Transactions (other than borrowings under the ABL Credit Agreement); (j) subject to the consent of the Required Holders (such consent not to exceed $4,000,000 in any fiscal yearbe unreasonably withheld, conditioned or delayed; provided provided, that before it is acknowledged and immediately after giving effect agreed that it shall not be unreasonable to withhold consent to any such Investmenttransaction that will have a material adverse impact on the Note Guarantees or the Collateral), no Specified Event Investments made by any Note Party in any non-Note Party consisting of Default has occurred and contributions or other Dispositions of Equity Interests of Persons that are non-Note Parties; provided that, prior to such contribution or Disposition, such Equity Interests were not owned directly by a Note Party or such Equity Interests are contributed or disposed to a Non-Note Party that is continuing or would result therefroma wholly owned Restricted Subsidiary of a Note Party; (xixk) the licensing of intellectual property on arms’-length terms pursuant to joint marketing or joint venture arrangements with other Persons Investments in the ordinary course of business which do not materially interfere consisting of endorsements for collection or deposit and customary trade arrangements with customers consistent with past practices; (l) Investments (including debt obligations and Equity Interests) received in connection with the business bankruptcy or reorganization of suppliers and customers, from financially troubled account debtors or in settlement of delinquent obligations of, or other disputes with, customers and suppliers or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (m) subject to the consent of the Borrower Required Holders (such consent not to be unreasonably withheld, conditioned or delayed; provided, that it is acknowledged and agreed that it shall not be unreasonable to withhold consent to any such transaction that will have a material adverse impact on the Note Guarantees or the Collateral), cash or property distributed from any Restricted Subsidiary that is not a Note Party (i) may be contributed to other Restricted Subsidiaries that are not Note Parties, and (ii) may pass through the Company and/or any intermediate Restricted Subsidiaries; and, so long as part of a series of related transactions and such transaction steps are not unreasonably delayed and are otherwise permitted hereunder; (xxn) from and after the consummation of the final Exchange pursuant to the Exchange Agreement, additional Investments and other acquisitions made and held by the Note Parties; provided that at the time any such Investment or other acquisition is made, the aggregate outstanding amount of such Investment or acquisition made in reliance on this clause (n), (including the aggregate amount of all consideration paid in connection with all other Investments and acquisitions made in reliance on this clause (n)), whether in the form of prepayments Indebtedness assumed or otherwise), shall not exceed at the time of expensesincurrence thereof and after giving pro forma effect thereto, so long $2,500,000; provided that (x) the aggregate amount of such Investments made by Note Parties after the Issue Date in Restricted Subsidiaries that are not Note Guarantors in reliance on this clause (n), together with the aggregate amount of all (i) other Investments made in and Dispositions made to Restricted Subsidiaries that are not Note Guarantors by the Note Parties after the Issue Date and (ii) all Investments and Dispositions made in reliance on Section 4.28(ii), shall not exceed, at the time of the making thereof and after giving pro forma effect thereto, $7,500,000 at any time outstanding; and (y) all Investments made by Note Parties in Restricted Subsidiaries that are not Note Parties in reliance on this clause (n) shall be made only for the purpose of financing working capital needs of such non-Note Parties or another purpose agreed to by the Required Holder (such consent not to be unreasonably withheld, conditioned or delayed; provided, that it is acknowledged and agreed that it shall not be unreasonable to withhold consent to any such transaction that will have a material adverse impact on the Note Guarantees or the Collateral) and shall be evidenced by an intercompany note that has been pledged as such expenses were incurred Collateral; (o) [reserved]; (p) advances of payroll payments to employees in the ordinary course of business business; (q) Investments and are paid in accordance other acquisitions to the extent that payment for such Investments is made with customary trade terms Qualified Equity Interests of the Borrower Company; provided that any other amounts used for such an Investment or other acquisition that are not Qualified Equity Interests of the Company shall otherwise be permitted pursuant to this Section 4.13; (r) [reserved]; (s) [reserved]; (t) Investments consisting of Indebtedness, Liens, fundamental changes, Dispositions and Restricted Payments permitted (other than by reference to this Section 4.13(t)) under Sections 4.10, 4.11, 4.12, 4.14, 4.17, respectively; (u) [reserved]; (v) contributions to a “rabbi” trust for the benefit of employees, directors, consultants, independent contractors or other service providers of the Company or any Restricted Subsidiary or other grantor trust subject to claims of its Subsidiaries.creditors in the case of a bankruptcy of the Company; (bw) For purposes to the extent that they constitute Investments, purchases and acquisitions of determining compliance with Section 6.04inventory, supplies, materials or equipment or purchases, acquisitions, licenses or leases of other assets, Intellectual Property, or other rights, in the event that an Investment (or any portion thereof) at any time meets the criteria of more than one of the categories of permitted Investments described in Section 6.04(a)(i) through (xx) above, the Borrower, in its sole discretion, will classify and may subsequently reclassify such Investment (or any portion thereof) in any one or more of the types of Investments described in Section 6.04(a)(i) through (xx) above and will only be required to include the amount and type of such Investment in such of the above clauses as determined by the Borrower at such time. The Borrower will be entitled to divide and classify an Investment in more than one of the types of Investments described in Section 6.04(a)(i) through (xx) above. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, less any return of capital, without adjustment for subsequent increases or decreases each case in the value ordinary course of such Investmentbusiness; (x) [reserved]; (y) [reserved]; (z) [reserved]; (aa) [reserved]; and (bb) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent that the same are permitted to remain unfunded under applicable Requirements of Law.

Investments, Loans, Advances, Guarantees and Acquisitions. (a) The Neither Holdings nor the Parent Borrower will notwill, nor will it they permit any Restricted Subsidiary or Intermediate Parent to, purchase make or acquire (including pursuant to hold any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any InvestmentsInvestment, except: (i) Permitted Acquisitions; (iia) Permitted Investments; (iii) Investments existing on the Effective Date and set forth on Schedule 6.04(iii) and any modification, replacement, renewal, reinvestment or extension thereof; (iv) Investments (including cash payments in respect of earn-outs, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed, when taken together with the aggregate amount of payments made pursuant to Section 6.08(b)(iii), $5,000,000 per fiscal year of the Borrower and $25,000,000 during the term of this Agreement; provided that (x) before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $50,000,000; (vb) loans or advances made by to officers, directors and employees of Holdings, the Parent Borrower to any Subsidiary Loan Party and made by any Subsidiary Loan Party to the Borrower or any Subsidiary Loan Party, provided that any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement; provided, however, that the foregoing pledge requirement with respect to any intercompany indebtedness may be satisfied by delivery of an omnibus or global intercompany note executed by all Loan Parties as payees and all such obligors as payors; its Restricted Subsidiaries (vii) Guarantees constituting Indebtedness permitted by Section 6.01; (vii) receivables or other trade payables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business consistent with past practice and payable or dischargeable in accordance with customary trade terms, provided that such trade terms may include such concessionary trade terms as the Borrower or any such Subsidiary deems reasonable under the circumstances; (viii) Investments consisting of Equity Interests, obligations, securities or other property received in settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business; (x) loans or advances by the Borrower or any Subsidiary to employees (A) made for reasonable and customary business-related travel, entertainment, relocation and other analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of Holdings (or any direct or indirect parent thereof) (provided that the amount of such loans and advances made in cash to such Person shall be contributed to the Parent Borrower in cash as common equity or Qualified Equity Interests) and (iii) for purposes not described in the foregoing clauses (i) and (ii), in an aggregate principal amount outstanding at any time not to exceed $5,000,000; (c) Investments (i) by Holdings, any Intermediate Parent, the Parent Borrower or any Restricted Subsidiary in any Loan Party (excluding any new Restricted Subsidiary that becomes a Loan Party pursuant to such Investment), (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is also not a Loan Party, (iii) by the Parent Borrower or any Restricted Subsidiary (A) in any Restricted Subsidiary; provided that the aggregate amount of such Investments made by Loan Parties after the Effective Date in Restricted Subsidiaries that are not Loan Parties in reliance on this clause (iii)(A) (together with the amount of Investments made in Restricted Subsidiaries that are not Loan Parties pursuant to Section 6.04(h)) shall not exceed the Non-Loan Party Investment Amount at the time of any such Investment, (B) otherwise in any Restricted Subsidiary that is not exceeding $5,000,000 in the aggregate at any time outstanding a Loan Party, constituting an exchange of Equity Interests of such Restricted Subsidiary for Indebtedness of such Subsidiary or (determined without regard C) constituting Guarantees of Indebtedness or other monetary obligations of Restricted Subsidiaries that are not Loan Parties owing to any write-downs or write-offs of such loans or advances); Loan Party, (xiiv) Investments in by Holdings, any Intermediate Parent, the form of Swap Agreements permitted by Section 6.14; (xii) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Parent Borrower or any of the Restricted Subsidiary in Restricted Subsidiaries (including in connection with a Permitted Acquisition) that are not Loan Parties so long as such investments transactions is part of a series of simultaneous transactions that result in the proceeds of the initial Investment being invested in one or more Loan Parties (or, if the initial proceeds were held at a Restricted Subsidiary that is not made a Loan Party, a Restricted Subsidiary that is not a Loan Party) and (v) by Holdings, any Intermediate Parent, the Parent Borrower or any Restricted Subsidiary in contemplation any Restricted Subsidiary that is not a Loan Party, consisting of such Person becoming the contribution of Equity Interests of any other Restricted Subsidiary that is not a Loan Party so long as the Equity Interests of the transferee Restricted Subsidiary or of such consolidation or mergeris pledged to secure the Secured Obligations; (xiiid) Investments received in connection with the dispositions consisting of assets permitted by Section 6.05; (xiv) Investments constituting deposits described in clauses (c) and (d) extensions of the definition of the term “Permitted Encumbrances”; (xv) other Investments (including in respect of earn-outs, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed the Available Basket Amount; provided that (x) before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $100,000,000; (xvi) Guarantees by the Borrower or any Subsidiary of leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into trade credit in the ordinary course of business; (Ae) Investments from Loan Parties to non-Loan Party Subsidiaries (i) existing or contemplated on the Effective Date date hereof and set forth on Schedule 6.04(xvii6.04(e) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) Investments existing on the date hereof by Holdings, the Parent Borrower or any Restricted Subsidiary in the Parent Borrower or any Restricted Subsidiary and any modification, renewal or extension thereof; provided that the amount of the original Investment is not increased except by the terms of such Investment to the extent as set forth on Schedule 6.04(e) or as otherwise permitted by this Section 6.04; (Bf) Investments from in Swap Agreements permitted under Section 6.07; (g) promissory notes and other non-Loan Party Subsidiaries to Loan Parties and cash consideration received in connection with Dispositions permitted by Section 6.05; (Ch) Investments from Loan Parties to non-Loan Party SubsidiariesPermitted Acquisitions; provided that the aggregate amount of Investments under consideration paid or provided by Holdings, any Intermediate Parent, the Parent Borrower or any other Loan Party after the Effective Date in reliance on this Section 6.04(a)(xvii)(C), when taken 6.04(h) (together with any Investments made in Subsidiaries that are not Loan Parties pursuant to Section 6.04(c)(iii)(A)) for Permitted Acquisitions (including the aggregate principal amount of all Indebtedness under Section 6.01(a)(xiii)(B)assumed in connection with Permitted Acquisitions) for any Restricted Subsidiary that shall not be or, after giving effect to such Permitted Acquisition, shall not become a Loan Party, shall not exceed $10,000,000the Non-Loan Party Investment Amount at such time; (xviiii) other the Transactions; (j) Investments in the ordinary course of business consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit and Uniform Commercial Code Article 4 customary trade arrangements with customers consistent with past practices; (k) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers or upon the foreclosure with respect to any secured Investment or other transfer of earn-outstitle with respect to any secured Investment; (l) loans and advances to Holdings (or any direct or indirect parent thereof) or any Intermediate Parent in lieu of, milestones and not in excess of the amount of (after giving effect to any other similar deferred purchase price obligations loans, advances or Restricted Payments in an aggregate amount not respect thereof), Restricted Payments to exceed $4,000,000 the extent permitted to be made to Holdings (or such parent) in any fiscal year; provided that before and accordance with Section 6.08(a)(iv), (v), (vi) or (vii); (m) so long as immediately after giving effect to any such Investment, Investment no Specified Event of Default has occurred and is continuing continuing, other Investments and other acquisitions; provided that at the time any such Investment or would result therefromother acquisition is made, the aggregate outstanding amount of all Investments made in reliance on this clause (m) together with the aggregate amount of all consideration paid in connection with all other acquisitions made in reliance on this clause (m) (including the aggregate principal amount of all Indebtedness assumed in connection with any such other acquisition), shall not exceed the sum of (A) the greater of $45,000,000 and 45% of Consolidated EBITDA for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01(a) or (b) after giving Pro Forma Effect to the making of such Investment or other acquisition, plus (B) the Available Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment; (xixn) the licensing advances of intellectual property on arms’-length terms pursuant payroll payments to joint marketing or joint venture arrangements with other Persons employees in the ordinary course of business business; (o) Investments and other acquisitions to the extent that payment for such Investments is made solely with Qualified Equity Interests (excluding Cure Amounts) of Holdings (or any direct or indirect parent thereof or the IPO Entity); provided that such amounts used pursuant to this clause (o) shall not increase the Available Amount; (p) Storage Investments; (q) Investments of a Subsidiary acquired after the Effective Date or of a Person merged or consolidated with any Subsidiary in accordance with this Section and Section 6.03 after the Effective Date (other than existing Investments in subsidiaries of such Subsidiary or Person, which do not materially interfere must comply with the business requirements of Section 6.04(h) or 6.04(m)) to the Borrower extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the Subsidiariesdate of such acquisition, merger or consolidation; and (xxr) non-cash Investments in connection with tax planning and reorganization activities; provided that after giving effect to any such activities, the form security interests of prepayments of expenses, so long as such expenses were incurred the Lenders in the ordinary course of business and are paid in accordance with customary trade terms of the Borrower or any of its SubsidiariesCollateral, taken as a whole, would not be materially impaired. (b) For purposes of determining compliance with Section 6.04, in the event that an Investment (or any portion thereof) at any time meets the criteria of more than one of the categories of permitted Investments described in Section 6.04(a)(i) through (xx) above, the Borrower, in its sole discretion, will classify and may subsequently reclassify such Investment (or any portion thereof) in any one or more of the types of Investments described in Section 6.04(a)(i) through (xx) above and will only be required to include the amount and type of such Investment in such of the above clauses as determined by the Borrower at such time. The Borrower will be entitled to divide and classify an Investment in more than one of the types of Investments described in Section 6.04(a)(i) through (xx) above. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, less any return of capital, without adjustment for subsequent increases or decreases in the value of such Investment.

Investments, Loans, Advances, Guarantees and Acquisitions. (a) The Borrower will not, nor and will it not permit any Subsidiary of its Subsidiaries to, purchase make, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any InvestmentsInvestment, except: (i) Permitted Acquisitions; (iia) Permitted Investments; (iiib) Investments existing on on, or contractually committed as of, the Effective Date and set forth on Schedule 6.04(iii) 6.04 and any modificationrefinancings, replacementrenewals, renewalextensions, reinvestment replacements or extension continuations thereof; (ivc) Investments by the Borrower and its Subsidiaries in Equity Interests in (including cash payments in respect x) Subsidiaries that are Subsidiary Loan Parties immediately prior to the time of earn-outs, milestones such Investments and other similar deferred purchase price obligations(y) in an aggregate amount not to exceed, when taken together with Joint Ventures; provided that the aggregate amount of payments made pursuant to Section 6.08(b)(iii)Investments by Loan Parties in, and Guarantees by Loan Parties of Indebtedness of, Persons that are not Loan Parties shall not at any time exceed $5,000,000 per fiscal year of the Borrower 2,500,000; and $25,000,000 during the term of this Agreement; provided further provided, that (x) before and immediately after giving effect any interests in such Joint Ventures shall not be subject to any restrictions prohibiting such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $50,000,000Loan Party from pledging such Equity Interests to the Lenders in accordance with Section 5.11 herein; (vd) loans or advances (x) made by the Borrower to any Subsidiary Loan Party and made by any Subsidiary Loan Party to the Borrower or any other Subsidiary Loan Party, and (y) made by the Borrower or any Subsidiary to any Joint Venture; provided that (A) any such loans and advances made by to a Loan Party shall be subordinated to the Obligations pursuant to the Affiliate Subordination Agreement and shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement; provided, however, that Agreement and (B) the foregoing pledge requirement with respect to any intercompany indebtedness may be satisfied amount of such loans and advances made by delivery of an omnibus or global intercompany note executed by all Loan Parties as payees and all such obligors as payorsto Persons that are not Loan Parties shall be subject to the limitation set forth in clause (c) above; (vie) Guarantees constituting Indebtedness permitted by Section 6.01; provided that the aggregate principal amount of Indebtedness of Persons that are not Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation set forth in clause (c) above; (vii) receivables or other trade payables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business consistent with past practice and payable or dischargeable in accordance with customary trade terms, provided that such trade terms may include such concessionary trade terms as the Borrower or any such Subsidiary deems reasonable under the circumstances; (viiif) Investments consisting of Equity Interests, obligations, securities or other property (including debt obligations and equity securities) received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts of and disputes with with, customers and suppliers suppliers, in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made each case in the ordinary course of business; (xg) loans accounts receivable, security deposits and prepayments arising and extensions of trade credit in the ordinary course of business and any assets and securities received in satisfaction or advances by partial satisfaction thereof from financially troubled account debtors to the Borrower extent reasonably necessary to prevent or limit loss and any Subsidiary to employees (A) made for reasonable and customary business-related travel, entertainment, relocation prepayments and other ordinary business purposes and (B) otherwise not exceeding $5,000,000 credits to suppliers in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs ordinary course of such loans or advances)business; (xih) Investments in the form consisting of Swap Agreements permitted by Section 6.14; (xii) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiii) Investments non-Cash consideration received in connection with the respect of sales, transfers or other dispositions of assets to the extent permitted by Section 6.05; (xivi) Investments constituting deposits described Swap Agreements entered into in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”compliance with Section 6.07; (xvj) other Investments (including in respect of earn-outsby the Borrower or any Subsidiary, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed at any time after the Available Basket Amount; provided that (x) before and immediately after giving effect to any such InvestmentEffective Date, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $100,000,0002,500,000; (xvik) Guarantees by the Borrower or any Subsidiary of operating leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into by the Borrower or any Subsidiary in the ordinary course of business; (Al) Investments from Loan Parties to non-Loan Party Subsidiaries existing on the Effective Date loans and set forth on Schedule 6.04(xvii) and any modification, replacement, renewal, reinvestment or extension thereof; (B) Investments from non-Loan Party Subsidiaries to Loan Parties and (C) Investments from Loan Parties to non-Loan Party Subsidiaries; provided that the aggregate amount of Investments under this Section 6.04(a)(xvii)(C), when taken together with any Indebtedness under Section 6.01(a)(xiii)(B), shall not exceed $10,000,000; (xviii) other Investments in respect of earn-outs, milestones and other similar deferred purchase price obligations in an aggregate amount not to exceed $4,000,000 in any fiscal year; provided that before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom; (xix) the licensing of intellectual property on arms’-length terms pursuant to joint marketing or joint venture arrangements with other Persons in the ordinary course of business which do not materially interfere with the business of advances by the Borrower and the Subsidiaries; and (xx) Investments in the form any of prepayments of expenses, so long as such expenses were incurred its Subsidiaries to new employees in the ordinary course of business and are paid for bona fide business purposes in accordance with customary trade terms of the Borrower or any of its Subsidiaries. (b) For purposes of determining compliance with Section 6.04, in the event that an Investment (or any portion thereof) aggregate amount at any time meets outstanding not in excess of $1,000,000 and advances of travel and entertainment expenses to employees in the criteria ordinary course of more than one business at any time outstanding not in excess of the categories of permitted $500,000; (m) Investments described resulting from pledges and deposits referred to in Section 6.04(a)(i6.02(a)(ii) through and 6.02(a)(vi); (xxn) above, the Borrower, ’s Investments in its sole discretion, will classify CoBank Equity Interests and may subsequently reclassify such Investment (or any portion thereof) in any one or more of the types of Investments described in Section 6.04(a)(i) through (xx) above and will only be required to include the amount and type of such Investment in such of the above clauses as determined by the Borrower at such time. The Borrower will be entitled to divide and classify an Investment in more than one of the types of Investments described in Section 6.04(a)(i) through (xx) above. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, less any return of capital, without adjustment for subsequent increases or decreases in the value of such Investment.Patronage Certificate; and

Investments, Loans, Advances, Guarantees and Acquisitions. (a) The Borrower will notNo Loan Party will, nor will it permit any Subsidiary to, purchase or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) make any Investments, except: (ia) Permitted Acquisitions; (ii) cash and Permitted Investments; (iiib) Investments existing in existence on the First Amendment Effective Date and set forth on described in Schedule 6.04(iii) and any modification, replacement, renewal, reinvestment or extension thereof6.04; (ivc) Investments (including cash payments Guarantees) by the Company in respect of earn-outsany Subsidiary or by any Subsidiary in the Company or any other Subsidiary, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed, when taken together with provided that the aggregate amount of payments Investments by Loan Parties in Subsidiaries that are not Loan Parties made after the Restatement Effective Date shall not exceed, together with Investments made pursuant to Section 6.08(b)(iii)6.04(o) below, $5,000,000 per fiscal year of 10,000,000 at any time outstanding; provided, further, that, to the Borrower and $25,000,000 during the term of this Agreement; provided that (x) before and immediately after giving effect to any such extent constituting an Investment, no Specified Event the payment and guarantee by Loan Parties of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $50,000,000; (v) loans or advances made by the Borrower to any Subsidiary Loan Party and made by any Subsidiary Loan Party to the Borrower or any Subsidiary Loan Party, provided that any such loans and advances made by operating lease obligations of a non-Loan Party shall be evidenced permitted and shall not be counted against the maximum amount of Investments permitted under this clause (c), so long as such payments and guarantees are related solely to such operating lease obligations and any Investments in non-Loan Parties required in connection therewith are made substantially concurrently with any required payments of such obligations; (d) notes payable, or stock or other securities issued by Account Debtors to a promissory note pledged Loan Party pursuant to the Collateral Agreement; provided, however, that the foregoing pledge requirement negotiated agreements with respect to any intercompany indebtedness may be satisfied by delivery of an omnibus or global intercompany note executed by all Loan Parties as payees and all such obligors as payors; (vi) Guarantees constituting Indebtedness permitted by Section 6.01; (vii) receivables or other trade payables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business consistent with past practice and payable or dischargeable in accordance with customary trade terms, provided that such trade terms may include such concessionary trade terms as the Borrower or any such Subsidiary deems reasonable under the circumstances; (viii) Investments consisting of Equity Interests, obligations, securities or other property received in settlement of delinquent accounts of and disputes with customers and suppliers such Account Debtor’s Accounts in the ordinary course of business and owing Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the Borrower extent reasonably necessary in order to prevent or any Subsidiary or in satisfaction of judgmentslimit loss; (ix) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business; (x) loans or advances by the Borrower or any Subsidiary to employees (A) made for reasonable and customary business-related travel, entertainment, relocation and other ordinary business purposes and (B) otherwise not exceeding $5,000,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances); (xie) Investments in the form of Swap Agreements permitted by Section 6.146.07; (xiif) Investments of any Person existing at the time such Person becomes a Subsidiary of the a Borrower or consolidates consolidates, amalgamates or merges with the a Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such merger, consolidation or mergeramalgamation; (xiiig) Investments received in connection with the dispositions of assets Dispositions permitted by Section 6.05; (xivh) Investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (xvi) other Investments (including at any time after the FILO Obligations have been paid in respect of earn-outsfull in cash, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed the Available Basket Amount; provided that (x) before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $100,000,000Permitted Acquisitions; (xvij) Guarantees by [reserved]; (k) Investments received in connection with the Borrower bankruptcy or any Subsidiary reorganization of, or settlement of leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtednessdelinquent accounts and disputes with, customers and suppliers, in each case entered into in the ordinary course of business; (Al) Investments from Loan Parties to non-Loan Party Subsidiaries existing on the Effective Date and set forth on Schedule 6.04(xvii) and any modificationdeposits, replacement, renewal, reinvestment or extension thereof; (B) Investments from non-Loan Party Subsidiaries to Loan Parties and (C) Investments from Loan Parties to non-Loan Party Subsidiaries; provided that the aggregate amount of Investments under this Section 6.04(a)(xvii)(C), when taken together with any Indebtedness under Section 6.01(a)(xiii)(B), shall not exceed $10,000,000; (xviii) other Investments in respect of earn-outs, milestones prepayments and other similar deferred purchase price obligations in an aggregate amount not credits to exceed $4,000,000 in any fiscal year; provided that before suppliers, lessors and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom; (xix) the licensing of intellectual property on arms’-length terms pursuant to joint marketing or joint venture arrangements with other Persons in the ordinary course of business which do not materially interfere with the business of the Borrower and the Subsidiaries; and (xx) Investments in the form of prepayments of expenses, so long as such expenses were incurred landlords made in the ordinary course of business and are paid consistent with past practices; (m) advances by the Company or any Subsidiary to employees in accordance the ordinary course of business consistent with customary trade terms past practices for travel and entertainment expenses, relocation costs and similar purposes; (n) phantom stock or similar plans providing for payments on account of services provided by current or former directors, officers, employees or consultants of the Borrower Borrowers or any of its the Subsidiaries.; and (bo) For purposes of determining compliance other Investments (excluding Acquisitions) not to exceed, together with Investments made pursuant to Section 6.046.04(c) above, $2,500,000, in the event that an Investment aggregate at any time; provided, (x) except with respect to Dispositions described in clauses (h), (j) (with respect to the rights to use Intellectual Property in connection with the Canadian business) or any portion thereof(k) of Section 6.05 (each a “Specified Permitted Disposition”), no Investments of Material Intellectual Property (or, at any time meets that any FILO Term Loans remain outstanding, any Intellectual Property) shall be made in any Person (other than a Loan Party) and (y) notwithstanding anything herein to the criteria contrary, from and after the First Amendment Effective Date, no additional Investments by any Loan Party in either of more than one Home & More, S.A. de C.V. or assets comprising the Equity Interests of entities organized in Canada or assets, revenue, inventory and other operations of the categories Company and its Subsidiaries comprising the business that is located in Canada (whether in whole or in part) shall be permitted without the prior written consent of permitted Investments described in Section 6.04(a)(i) through (xx) abovethe Administrative Agent, the BorrowerFILO Agent and the Required Lenders, in its sole discretion, will classify and may subsequently reclassify such Investment (or any portion thereof) in any one or more of the types of except Investments described in Section 6.04(a)(i) through (xx) above and will only be required to include the amount and type of such Investment in such of the above clauses as determined by the Borrower at such time. The Borrower will be entitled entities to divide and classify an Investment in more than one of the types of Investments described in Section 6.04(a)(i) through (xx) above. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, less any return of capital, without adjustment for subsequent increases or decreases in the value of such Investmentfund day-to-day operations consistent with past practice.

Investments, Loans, Advances, Guarantees and Acquisitions. (a) The Borrower will not, nor and will it not permit any Subsidiary of its Subsidiaries to, purchase make, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any InvestmentsInvestment, except: (ia) Permitted Acquisitionsthe Acquisition; (iib) Permitted Investments; (iiic) Investments existing on the Effective Date date hereof and set forth on Schedule 6.04(iii) and any modification, replacement, renewal, reinvestment or extension thereof6.04; (ivd) Investments by the Borrower and its Subsidiaries in Equity Interests in (including cash payments in respect i) Subsidiaries that are Subsidiary Loan Parties immediately prior to the time of earn-outs, milestones such Investments and other similar deferred purchase price obligations(ii) in an aggregate amount not to exceed, when taken together with Foreign Subsidiaries; provided that the aggregate amount of payments made pursuant to Section 6.08(b)(iii)investments by Loan Parties in, $5,000,000 per fiscal year loans and advances by Loan Parties to, and Guarantees by Loan Parties of Indebtedness of, Subsidiaries that are not Loan Parties (including all such investments, loans, advances and Guarantees existing on the Borrower and $25,000,000 during the term of this Agreement; provided that (x) before and immediately after giving effect to Effective Date but excluding any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (yInvestments made after the Effective Date with Designated Equity Proceeds) pro forma Liquidity after giving effect thereto shall not exceed $50,000,00020,000,000 at any time outstanding; (ve) loans or advances made by the Borrower to any Subsidiary Loan Party and made by any Subsidiary Loan Party to the Borrower or any Subsidiary Loan Party, other Subsidiary; provided that (A) any such loans and advances made by to a Loan Party shall be subordinated to the Obligations pursuant to the Affiliate Subordination Agreement and shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement; provided, however, that Agreement and (B) the foregoing pledge requirement with respect to any intercompany indebtedness may be satisfied amount of such loans and advances made by delivery of an omnibus or global intercompany note executed by all Loan Parties as payees and all such obligors as payorsto Subsidiaries that are not Loan Parties shall be subject to the limitation set forth in clause (d) above; (vif) Guarantees constituting Indebtedness permitted by Section 6.01; provided that (i) a Subsidiary shall not Guarantee either the Senior Subordinated Debt or the Senior Unsecured Debt unless (A) such Subsidiary also has Guaranteed the Obligations pursuant to the Collateral Agreement, (B) such Guarantee of the Senior Subordinated Debt is subordinated to such Guarantee of the Obligations on terms no less favorable to the Lenders than the subordination provisions of the Senior Subordinated Debt and (C) such Guarantee of the Senior Subordinated Debt and Senior Unsecured Debt provides for the release and termination thereof, without action by any party, upon any release and termination of such Guarantee of the Obligations, and (ii) the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation set forth in clause (d) above; (viig) receivables or other trade payables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business consistent with past practice and payable or dischargeable in accordance with customary trade termsPermitted Acquisitions, provided that such trade terms may include Permitted Acquisitions shall be made (i) for consideration consisting of common stock of the Parent or Holdings or Non-Cash Pay Preferred Stock or with Designated Equity Proceeds or, (ii) to the extent not made for such concessionary trade terms as stock consideration or with Designated Equity Proceeds, for other consideration provided that the Borrower aggregate cumulative amount of such other consideration paid after the Effective Date for all such Permitted Acquisitions (including any Indebtedness of any acquired entity existing immediately after consummation of such acquisition or repaid or assumed by Holdings or a Subsidiary in connection therewith) shall not exceed $200,000,000 or, if at the time of and after giving pro forma effect to any such Subsidiary deems reasonable under Permitted Acquisition, the circumstancesPro Forma Leverage Ratio would be less than 5.00 to 1.00, $300,000,000; (viiih) Investments consisting of Equity Interests, obligations, securities or other property investments (including debt obligations and equity securities) received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts of and disputes with with, customers and suppliers suppliers, in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made each case in the ordinary course of business; (xi) loans or advances by the Borrower or any Subsidiary to employees (A) made for reasonable and customary business-related travel, entertainment, relocation and other ordinary business purposes and (B) otherwise not exceeding $5,000,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs extensions of such loans or advances); (xi) Investments in the form of Swap Agreements permitted by Section 6.14; (xii) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiii) Investments received in connection with the dispositions of assets permitted by Section 6.05; (xiv) Investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (xv) other Investments (including in respect of earn-outs, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed the Available Basket Amount; provided that (x) before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $100,000,000; (xvi) Guarantees by the Borrower or any Subsidiary of leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into trade credit in the ordinary course of business; (Aj) Investments from Loan Parties to consisting of non-Loan Party Subsidiaries existing on cash consideration received in respect of sales, transfers or other dispositions of assets to the Effective Date and set forth on Schedule 6.04(xvii) and any modification, replacement, renewal, reinvestment or extension thereof; (B) Investments from non-Loan Party Subsidiaries to Loan Parties and (C) Investments from Loan Parties to non-Loan Party Subsidiaries; provided that the aggregate amount of Investments under this extent permitted by Section 6.04(a)(xvii)(C), when taken together with any Indebtedness under Section 6.01(a)(xiii)(B), shall not exceed $10,000,0006.05; (xviiik) other Investments Swap Agreements entered into in respect of earn-outs, milestones and other similar deferred purchase price obligations in an aggregate amount not to exceed $4,000,000 in any fiscal year; provided that before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefromcompliance with Section 6.07; (xixl) the licensing of intellectual property on arms’-length terms pursuant to joint marketing or joint venture arrangements with other Persons in the ordinary course of business which do not materially interfere with the business of loans and advances by the Borrower and the Subsidiaries; and (xx) Investments in the form any of prepayments of expenses, so long as such expenses were incurred its Subsidiaries to their employees in the ordinary course of business and are paid for bona fide business purposes in accordance with customary trade terms of the Borrower or any of its Subsidiaries. (b) For purposes of determining compliance with Section 6.04, in the event that an Investment (or any portion thereof) aggregate amount at any time meets outstanding not in excess of $10,000,000; and (m) Investments in Unrestricted Subsidiaries and any other Person (other than Foreign Subsidiaries) made with Designated Equity Proceeds or, to the criteria of more than one of the categories of permitted Investments described in Section 6.04(a)(i) through (xx) above, the Borrowerextent not made with Designated Equity Proceeds, in its sole discretion, will classify and may subsequently reclassify such Investment (or an aggregate amount at any portion thereof) time outstanding not in any one or more excess of the types of Investments described in Section 6.04(a)(i) through (xx) above and will only be required to include the amount and type of such Investment in such of the above clauses as determined by the Borrower at such time. The Borrower will be entitled to divide and classify an Investment in more than one of the types of Investments described in Section 6.04(a)(i) through (xx) above. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, less any return of capital, without adjustment for subsequent increases or decreases in the value of such Investment$50,000,000.

Investments, Loans, Advances, Guarantees and Acquisitions. (a) The Borrower Company will not, nor and will it not permit any Subsidiary of its Subsidiaries to, purchase purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Investmentscapital stock, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, Guarantee any obligations of, or make or permit to exist any Investment in, any other Person, or make any Acquisition, except: (ia) Permitted Acquisitions; (ii) Permitted Cash Equivalent Investments; (iiib) Investments in Subsidiaries existing as of the Effective Date and additional Investments in Subsidiaries which are Loan Parties; (c) other Investments in existence on the Effective Date and set forth on described in Schedule 6.04(iii) and any modification, replacement, renewal, reinvestment or extension thereof6.04; (ivd) Investments consisting of loans or advances made to employees of the Company or any Subsidiary on an arms-length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, and similar purposes up to a maximum of $50,000 to any employee and up to a maximum of $250,000 in the aggregate at any one time outstanding;. (including cash payments e) Investments comprised of notes payable, or stock or other securities issued by account debtors to the Company or any Subsidiary pursuant to negotiated agreements with respect to settlement of such account debtor’s accounts in respect the ordinary course of earn-outsbusiness, milestones and other similar consistent with past practices; (f) Investments made in connection with employee compensation arrangements, employee option plans or deferred purchase price obligations) director compensation, all in an aggregate amount not to exceed, when taken together a manner consistent with the aggregate amount Company’s historical practices; (g) Acquisitions; provided, that, at the time of payments made pursuant to Section 6.08(b)(iii), $5,000,000 per fiscal year of the Borrower and $25,000,000 during the term of this Agreement; provided that (x) before and immediately after giving effect to any such InvestmentAcquisition, (i) no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity arise after giving effect thereto thereto, (ii) such Acquisition is not a Hostile Acquisition, (iii) such Person or division or line of business is engaged in the same or a similar line of business as the Company and the Subsidiaries or business reasonably related thereto, (iv) all actions required to be taken with respect to such acquired or newly formed Subsidiary under Section 5.09 shall exceed $50,000,000; be taken in accordance with, and subject to the time periods required under, Section 5.09, (v) loans the Company and the Subsidiaries are in compliance, on a Pro Forma Basis after giving effect to such Acquisition (but without giving effect to any synergies or advances made cost savings), with the covenants contained in Section 6.11 recomputed as of the last day of the most recently ended Fiscal Quarter of the Company for which financial statements are available, as if such Acquisition (and any related incurrence or repayment of Indebtedness, with any new Indebtedness being deemed to be amortized over the applicable testing period in accordance with its terms) had occurred on the first day of each relevant period for testing such compliance and, if the aggregate consideration paid in respect of such Acquisition exceeds $50,000,000, the Company shall have delivered to the Administrative Agent a certificate of a Financial Officer of the Company to such effect, together with all relevant financial information, statements and projections reasonably requested by the Borrower to any Administrative Agent, (vi) in the case of an Acquisition or merger involving the Company or a Subsidiary, the Company or such Subsidiary Loan Party and made by any Subsidiary Loan Party to is the Borrower or any Subsidiary Loan Party, surviving entity of such merger and/or consolidation (provided that any such loans merger involving the Company must result in the Company as the surviving entity), (vii) immediately prior to and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant immediately after giving effect to any such Acquisition, the Collateral AgreementLeverage Ratio does not exceed 3.25 to 1.00 and (viii) the aggregate cash consideration paid in respect of such Acquisition, when taken together with the aggregate cash consideration paid in respect of all other Acquisitions, does not exceed $100,000,000 during any Fiscal Year of the Company; provided, however, that the foregoing pledge requirement with respect to any intercompany indebtedness may be satisfied by delivery of an omnibus or global intercompany note executed by all Loan Parties $100,000,000 aggregate limitation for Acquisitions shall not apply as payees and all such obligors as payors; (vi) Guarantees constituting Indebtedness permitted by Section 6.01; (vii) receivables or other trade payables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business consistent with past practice and payable or dischargeable in accordance with customary trade terms, provided that such trade terms may include such concessionary trade terms long as the Borrower or any such Subsidiary deems reasonable under the circumstances; (viii) Investments consisting of Equity Interests, obligations, securities or other property received in settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing Leverage Ratio does not exceed 3.00 to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances 1.00 immediately prior to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business; (x) loans or advances by the Borrower or any Subsidiary to employees (A) made for reasonable and customary business-related travel, entertainment, relocation and other ordinary business purposes and (B) otherwise not exceeding $5,000,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances); (xi) Investments in the form of Swap Agreements permitted by Section 6.14; (xii) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiii) Investments received in connection with the dispositions of assets permitted by Section 6.05; (xiv) Investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (xv) other Investments (including in respect of earn-outs, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed the Available Basket Amount; provided that (x) before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $100,000,000Acquisition; (xvih) Guarantees by the Borrower or any Subsidiary of leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of businessInvestments under Permitted Precious Metal Agreements; (Ai) other Investments from Loan Parties to in non-Loan Party Subsidiaries existing on the Effective Date and set forth on Schedule 6.04(xvii) and any modification, replacement, renewal, reinvestment or extension thereof; (B) Investments from other than non-Loan Party Subsidiaries to Loan Parties and (Cof the Dutch Borrower) Investments from Loan Parties to non-Loan Party Subsidiaries; provided that the aggregate amount of Investments under this Section 6.04(a)(xvii)(C), when taken together with any Indebtedness under Section 6.01(a)(xiii)(B), shall not exceed $10,000,000; (xviii) other Investments in respect of earn-outs, milestones and other similar deferred purchase price obligations in an aggregate amount not to exceed $4,000,000 in 40,000,000 at any fiscal year; provided that before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefromtime; (xixj) the licensing of intellectual property on arms’-length terms pursuant other Investments not to joint marketing or joint venture arrangements with other Persons in the ordinary course of business which do not materially interfere with the business of the Borrower and the Subsidiariesexceed $50,000,000 at any time outstanding; and (xxk) Investments in the form of prepayments of expenses, so long as such expenses were incurred in the ordinary course of business and are paid in accordance with customary trade terms of the Borrower or Acquisitions made by any of its SubsidiariesForeign Subsidiary that is not a Loan Party. (b) For purposes of determining compliance with Section 6.04, in the event that an Investment (or any portion thereof) at any time meets the criteria of more than one of the categories of permitted Investments described in Section 6.04(a)(i) through (xx) above, the Borrower, in its sole discretion, will classify and may subsequently reclassify such Investment (or any portion thereof) in any one or more of the types of Investments described in Section 6.04(a)(i) through (xx) above and will only be required to include the amount and type of such Investment in such of the above clauses as determined by the Borrower at such time. The Borrower will be entitled to divide and classify an Investment in more than one of the types of Investments described in Section 6.04(a)(i) through (xx) above. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, less any return of capital, without adjustment for subsequent increases or decreases in the value of such Investment.

Investments, Loans, Advances, Guarantees and Acquisitions. (a) The Intermediate Holdings and the Borrower will not, nor and will it not permit any Subsidiary of its Restricted Subsidiaries to, purchase purchase, hold or acquire (including pursuant to any merger with with, or as a Division Successor pursuant to the Division of, any Person that was not a wholly owned Subsidiary prior to such mergermerger or Division) any InvestmentsInvestment, except: (ia) Permitted AcquisitionsInvestments and Investments in cash; (iib) Permitted Investmentsinvestments by any Restricted Party existing on the date hereof in the capital stock of Restricted Subsidiaries and Investments made after the Effective Date in any Guarantor Subsidiaries; (iii) Investments existing on the Effective Date and set forth on Schedule 6.04(iii) and any modification, replacement, renewal, reinvestment or extension thereof; (iv) Investments (including cash payments in respect of earn-outs, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed, when taken together with the aggregate amount of payments made pursuant to Section 6.08(b)(iii), $5,000,000 per fiscal year of the Borrower and $25,000,000 during the term of this Agreement; provided that (x) before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $50,000,000; (vc) loans or advances made by the Borrower any Restricted Subsidiary to any Subsidiary Loan Party and made by any Subsidiary Loan Party to the Borrower Intermediate Holdings or any Subsidiary Loan Party, provided that any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement; provided, however, that the foregoing pledge requirement with respect to any intercompany indebtedness may be satisfied by delivery of an omnibus or global intercompany note executed by all Loan Parties as payees and all such obligors as payorsRestricted Subsidiary; (vid) Guarantees constituting Indebtedness permitted by Section 6.016.01(d); (viie) receivables Permitted Acquisitions; (f) Investments (i) in any Equity Interests received in satisfaction or partial satisfaction thereof from financially troubled account debtors, and (ii) in the form of deposits, prepayments and other trade payables owing credits to the Borrower or any Subsidiary if created or acquired suppliers made in the ordinary course of business consistent with the past practice and payable or dischargeable in accordance with customary trade terms, provided that such trade terms may include such concessionary trade terms as practices of the Borrower or any such Subsidiary deems reasonable under the circumstancesRestricted Parties; (viiig) Investments consisting intercompany loans to the extent permitted under Section 6.01; (h) Consolidated Capital Expenditures permitted by Section 6.11(d); (i) loans and advances to employees of Equity Interests, obligations, securities or other property received in settlement of delinquent accounts of Intermediate Holdings and disputes with customers and suppliers its Restricted Subsidiaries (i) made in the ordinary course of business and owing described on Schedule 6.05(i), and (ii) any refinancings of such loans after the Effective Date in an aggregate amount not to exceed $500,000 outstanding at any time to any single employee and $2,000,000 in the Borrower or aggregate outstanding at any Subsidiary or in satisfaction time during the term of judgmentsthis Agreement; (ixj) Investments by described on Schedule 6.05(j); (k) Investments in Restricted Subsidiaries; (l) Investments consisting of the Borrower or formation of Subsidiaries; provided, that (i) any such Subsidiary becomes a Guarantor Subsidiary in payrollaccordance with and to the extent required under Section 5.10, travel and (ii) any such Subsidiary which does not become a Guarantor Subsidiary shall be required to comply with Section 6.05(k) above or Section 6.05(q) below (as applicable); (m) to the extent constituting Investments, the establishment of Permitted New Venues; (n) Investments consisting of the licensing or contribution of Intellectual Property pursuant to joint marketing or other similar advances to cover matters arrangements with other Persons that are expected at not otherwise prohibited hereunder and which do not interfere in any material respect with the time ordinary conduct of such advances ultimately the business of Intermediate Holdings and its Restricted Subsidiaries; (o) to be treated as expenses for accounting purposes the extent constituting Investments, purchases and that are made acquisitions of inventory, supplies, materials and equipment or purchases of contract rights or licenses or leases of Intellectual Property in each case in the ordinary course of business; (x) loans or advances by the Borrower or any Subsidiary to employees (A) made for reasonable and customary business-related travel, entertainment, relocation and other ordinary business purposes and (B) otherwise not exceeding $5,000,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances); (xi) Investments in the form of Swap Agreements permitted by Section 6.14; (xii) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiii) Investments received in connection with the dispositions of assets permitted by Section 6.05; (xiv) Investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (xvp) other Investments (including in respect which are not otherwise permitted by another subsection of earn-outs, milestones and other similar deferred purchase price obligations) this Section 6.05 in an aggregate amount not to exceed the Available Basket Amountat any time $1,000,000 plus an aggregate amount equal to any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received by Intermediate Holdings or any of its Restricted Subsidiaries in Cash in respect of any such Investment; (q) Investments in Permitted Joint Ventures; provided that (xi) before and immediately after giving effect to the Investment Expenditures during any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom Annual Measurement Period shall not exceed the Investment Annual Total Limit and (yii) pro forma Liquidity after giving effect thereto shall exceed $100,000,000if any Investment pursuant to this Section 6.05(q) is made in any Joint Venture that was not a Restricted Subsidiary on the date on which such Investment was made but becomes a Restricted Subsidiary thereafter by complying with Section 5.10, then such Investment may, at the option of the Borrower upon written notice to the Agent, upon such Joint Venture becoming a Restricted Subsidiary and so long as such Joint Venture remains a Restricted Subsidiary, be deemed to have been made pursuant to Section 6.05(b) or Section 6.05(k) (to the extent applicable and permitted thereby) and not in reliance on this Section 6.05(q); (xvi) Guarantees by the Borrower or any Subsidiary of leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business; (Ar) Investments from Loan Parties to non-Loan Party Subsidiaries existing on the Effective Date and set forth on Schedule 6.04(xvii) and any modification, replacement, renewal, reinvestment or extension thereof; (B) Investments from non-Loan Party Subsidiaries to Loan Parties and (C) Investments from Loan Parties to non-Loan Party in Unrestricted Subsidiaries; provided that the aggregate amount of all Investments under made pursuant to this Section 6.04(a)(xvii)(C), when taken together with clause (r) during any Indebtedness under Section 6.01(a)(xiii)(B), Annual Measurement Period shall not exceed $10,000,000; the sum of (xviiii) other the Investment Unrestricted Annual Limit, plus (ii) the Investment Unrestricted Carryover Amount, if any, for such Annual Measurement Period (it being agreed that any Investments made pursuant to this clause (r) during such Annual Measurement Period shall be deemed to be applied first to the Investment Unrestricted Annual Limit for such Annual Measurement Period and second to any Investment Unrestricted Carryover Amount), plus (iii) an aggregate amount equal to any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received by the Restricted Parties in cash in respect of earn-outs, milestones and other similar deferred purchase price obligations in an aggregate amount not to exceed $4,000,000 in any fiscal year; provided that before and immediately after giving effect to any such Investment; provided, no Specified Event of Default has occurred and is continuing or would result therefrom; (xix) the licensing of intellectual property on arms’-length terms that if any Investment pursuant to joint marketing or joint venture arrangements this Section 6.05(r) is made in any Unrestricted Subsidiary that was not a Restricted Subsidiary on the date on which such Investment was made but becomes a Restricted Subsidiary thereafter by complying with other Persons in Section 5.10, then such Investment may, at the ordinary course of business which do not materially interfere with the business option of the Borrower upon written notice to the Agent, upon such Unrestricted Subsidiary becoming a Restricted Subsidiary and so long as such Unrestricted Subsidiary remains a Restricted Subsidiary, be deemed to have been made pursuant to Section 6.05(b) or Section 6.05(k) (to the Subsidiariesextent applicable and permitted thereby) and not in reliance on this Section 6.05(r); and (xxs) Investments in LC Collateral Notes in an aggregate principal amount not to exceed, at any time, the form of prepayments of expenses, so long as such expenses were incurred in difference between (i) the ordinary course of business and are paid in accordance with customary trade terms Issuing Bank Sublimit minus (ii) the sum of the Borrower or any LC Exposure at such time and the outstanding amount of its Subsidiaries. (b) For purposes of determining compliance with Section 6.04, in the event that an Investment (or any portion thereof) at any time meets the criteria of more than one of the categories of permitted Investments described in Section 6.04(a)(i) through (xx) above, the Borrower, in its sole discretion, will classify and may subsequently reclassify such Investment (or any portion thereof) in any one or more of the types of Investments described in Section 6.04(a)(i) through (xx) above and will only be required to include the amount and type of such Investment in such of the above clauses as determined by the Borrower XX Xxxx Collateral at such time. The Borrower will be entitled to divide and classify an Investment in more than one of the types of Investments described in Section 6.04(a)(i) through (xx) above. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, less any return of capital, without adjustment for subsequent increases or decreases in the value of such Investment.

Investments, Loans, Advances, Guarantees and Acquisitions. (a) The Neither Borrower will notwill, nor will it permit any Restricted Subsidiary to, purchase or purchase, hold, acquire (including pursuant to any merger with or consolidation), make or otherwise permit to exist any Person that was not a wholly owned Subsidiary prior to such merger) Investment in any Investmentsother Person, except: (ia) Permitted AcquisitionsInvestments in cash and Cash Equivalents; (ii) Permitted Investments; (iiib) Investments existing on the Effective Date date hereof or contractually committed to as of the date hereof and set forth on Schedule 6.04(iii) 6.04 and any modification, replacement, renewal, reinvestment or extension thereofextensions thereof (but not any additions thereto (including any capital contributions) made after the date hereof) ; (ivc) Investments by the Parent Borrower and the Restricted Subsidiaries in Equity Interests in their respective subsidiaries; provided that (including cash payments in respect of earn-outsi) such subsidiaries are Subsidiaries prior to such Investments, milestones and other similar deferred purchase price obligations(ii) in an aggregate amount the case of any such Investments by the Loan Parties in, and loans and advances by the Loan Parties to, Restricted Subsidiaries that are not to exceedLoan Parties (excluding all such Investments, when taken together with loans, advances and Guarantees existing on the date hereof and permitted by clause (b) above), (A) the aggregate amount of payments made all such Investments (including loans and advances) permitted pursuant to Section 6.08(b)(iii)this clause (c) and pursuant to clauses (d) and (e) below, taken together, shall not exceed $5,000,000 per fiscal year of the Borrower 10,000,000 and $25,000,000 during the term of this Agreement; provided that (B) in each case, all such Investments (including loans and advances) shall be (x) before made in the ordinary course of business, (y), solely in connection with the operational and immediately after giving effect to any such Investment, no Specified Event compliance needs of Default has occurred the Parent Borrower and is continuing or would result therefrom its Restricted Subsidiaries and (yz) pro forma Liquidity after giving effect thereto shall exceed $50,000,000permitted by the Approved Budget (subject to Permitted Variance); (vd) loans or advances made by the Parent Borrower to any Restricted Subsidiary Loan Party and or made by any Restricted Subsidiary Loan Party to the Parent Borrower or any Subsidiary Loan Party, other Restricted Subsidiary; provided that any (i) the Indebtedness resulting therefrom is permitted by Section 6.01(c) and (ii) the amount of such loans and advances made by a the Loan Party Parties to Restricted Subsidiaries that are not Loan Parties shall be evidenced by a promissory note pledged pursuant subject to the Collateral Agreement; providedlimitation set forth in clause (c) above and shall be permitted by the Approved Budget (subject to Permitted Variance); (e) Guarantees by the Parent Borrower or any Restricted Subsidiary of Indebtedness or other obligations of the Parent Borrower or any Restricted Subsidiary, however, that solely to the foregoing pledge requirement extent (i) arising as a result of any such Person being a joint and several co-applicant with respect to any intercompany indebtedness may be satisfied by delivery letter of an omnibus credit or global intercompany note executed by all Loan Parties as payees letter of guaranty or (ii) of any leases of retail store locations and all such obligors as payors; (vi) Guarantees constituting Indebtedness permitted by Section 6.01; (vii) receivables or other trade payables owing to the Borrower or any Subsidiary if created or acquired related obligations arising thereunder, in each case, in the ordinary course of business consistent with past practice and payable or dischargeable in accordance with customary trade terms, business; provided that such trade terms may include such concessionary trade terms as the Borrower or aggregate amount of Indebtedness and other obligations of Restricted Subsidiaries that are not Loan Parties that is Guaranteed by any such Subsidiary deems reasonable under Loan Party shall be subject to the circumstanceslimitation set forth in clause (c) above and shall be permitted by the Approved Budget (subject to Permitted Variances); (viiif) [reserved]; (g) Investments consisting of Equity Interests, obligations, securities or other property received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts of and disputes with with, customers and suppliers suppliers, in each case in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgmentsbusiness; (ixh) Investments by the Borrower or any Subsidiary in payroll[reserved]; (i) deposits, travel prepayments and similar advances other credits to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes suppliers, lessors and that are landlords made in the ordinary course of business; (xj) loans or advances by the Parent Borrower or any Restricted Subsidiary to employees (A) made in the ordinary course of business consistent with past practices for reasonable travel and customary business-related travel, entertainmententertainment expenses, relocation costs and other ordinary business purposes and (B) otherwise not exceeding $5,000,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances)similar purposes; (xik) [reserved]; (l) Investments in the form of Swap Agreements permitted by under Section 6.146.07; (xiim) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiii) Investments received in connection with the dispositions of assets permitted by Section 6.05; (xiv) Investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (xv) other Investments (including in respect ” and endorsements of earn-outs, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed the Available Basket Amount; provided that (x) before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing instruments for collection or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $100,000,000; (xvi) Guarantees by the Borrower or any Subsidiary of leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into deposit in the ordinary course of business; (An) other Investments from Loan Parties to non-Loan Party Subsidiaries existing on the Effective Date extent permitted by and expressly set forth on Schedule 6.04(xvii) and any modification, replacement, renewal, reinvestment or extension thereof; (B) Investments from non-Loan Party Subsidiaries to Loan Parties and (C) Investments from Loan Parties to non-Loan Party Subsidiaries; provided that in the aggregate amount of Investments under this Section 6.04(a)(xvii)(C), when taken together with any Indebtedness under Section 6.01(a)(xiii)(B), shall not exceed $10,000,000Order; (xviiio) other Investments in respect of earn-outs, milestones and other similar deferred purchase price obligations in an aggregate amount not to exceed $4,000,000 in any fiscal year; provided that before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom; (xix) the licensing of intellectual property on arms’-length terms pursuant to joint marketing or joint venture arrangements with other Persons in the ordinary course of business which do not materially interfere with the business of the Borrower and the Subsidiaries1,000,000; and (xxp) Investments in respect of actions permitted by Section 6.05(g). For the form purposes of prepayments of expensesthis Section, so long as such expenses were incurred in any unreimbursed payment by the ordinary course of business and are paid in accordance with customary trade terms of the Parent Borrower or any of its Subsidiaries. (b) For purposes of determining compliance with Section 6.04, in the event that Restricted Subsidiary for goods or services delivered to any Subsidiary shall be deemed to be an Investment (or any portion thereof) at any time meets the criteria of more than one of the categories of permitted Investments described in Section 6.04(a)(i) through (xx) above, the Borrower, in its sole discretion, will classify and may subsequently reclassify such Investment (or any portion thereof) in any one or more of the types of Investments described in Section 6.04(a)(i) through (xx) above and will only be required to include the amount and type of such Investment in such of the above clauses as determined by the Borrower at such time. The Borrower will be entitled to divide and classify an Investment in more than one of the types of Investments described in Section 6.04(a)(i) through (xx) above. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, less any return of capital, without adjustment for subsequent increases or decreases in the value of such InvestmentSubsidiary.

Investments, Loans, Advances, Guarantees and Acquisitions. (a) The Neither Holdings nor the Parent Borrower will notwill, nor will it they permit any Subsidiary to, purchase purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any InvestmentsEquity Interests, evidences of Indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or hold any loans or advances to, Guarantee any obligations of, or make or hold any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit, except: (i) Permitted Acquisitions; (iia) Permitted Investments; (iiib) Investments investments existing on the Effective Date date hereof and set forth on Schedule 6.04(iii) and any modification, replacement, renewal, reinvestment or extension thereof6.04; (ivc) Investments investments by Holdings and its Subsidiaries in Equity Interests in their respective Subsidiaries; (including cash payments d) loans or advances made by Holdings to any Subsidiary and made by any Subsidiary to Holdings or any other Subsidiary; (e) Guarantees, subject to the limitations of Section 6.01 in respect the case of earn-outs, milestones and other similar deferred purchase price obligationsIndebtedness of Subsidiaries that are not Guarantee Parties; (f) investments received in an aggregate amount not to exceed, when taken together connection with the aggregate amount bankruptcy or reorganization of, or settlement of payments made pursuant to Section 6.08(b)(iii)delinquent accounts and disputes with, $5,000,000 per fiscal year customers and suppliers, in each case in the ordinary course of the Borrower and $25,000,000 during the term of this Agreementbusiness; and (g) other investments; provided that (x) before at the time of and immediately after giving effect to any such Investmentinvestment, no Specified Event of Default has occurred (i) Holdings and is continuing or would result therefrom and (y) the Parent Borrower will be in compliance on a pro forma Liquidity after giving effect thereto shall exceed $50,000,000; (v) loans or advances made by the Borrower to any Subsidiary Loan Party and made by any Subsidiary Loan Party to the Borrower or any Subsidiary Loan Party, provided that any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement; provided, however, that the foregoing pledge requirement basis with respect to any intercompany indebtedness may be satisfied by delivery of an omnibus or global intercompany note executed by all Loan Parties as payees and all such obligors as payors; (vi) Guarantees constituting Indebtedness permitted by Section 6.01; (vii) receivables or other trade payables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business consistent with past practice and payable or dischargeable in accordance with customary trade terms, provided that such trade terms may include such concessionary trade terms as the Borrower or any such Subsidiary deems reasonable under the circumstances; (viii) Investments consisting of Equity Interests, obligations, securities or other property received in settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business; (x) loans or advances by the Borrower or any Subsidiary to employees (A) made the covenants contained in Sections 6.09 and 6.10, recomputed as of the last day of the most recently ended fiscal quarter of the Parent Borrower for reasonable and customary business-related travel, entertainment, relocation and other ordinary business purposes which financial statements are available and (B) otherwise not exceeding $5,000,000 the covenant contained in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances); (xi) Investments in the form of Swap Agreements permitted by Section 6.14; (xii) Investments of any Person existing at the time such Person becomes a Subsidiary 6.11, recomputed as of the Borrower or consolidates or merges with the Borrower or any last day of the Subsidiaries (including in connection with a Permitted Acquisition) so long most recently ended fiscal month of the Parent Borrower, as if such investment and all other investments were not made in contemplation reliance on this clause (g) had occurred on the first day of each relevant period for testing such Person becoming a Subsidiary or of such consolidation or merger; (xiii) Investments received in connection with the dispositions of assets permitted by Section 6.05; (xiv) Investments constituting deposits described in clauses (c) compliance and (dii) of the definition of the term “Permitted Encumbrances”; (xv) other Investments (including in respect of earn-outs, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed the Available Basket Amount; provided that (x) before and immediately after giving effect to any such Investment, no Specified Event of Default has shall have occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $100,000,000; (xvi) Guarantees by the Borrower or any Subsidiary of leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business; (A) Investments from Loan Parties to non-Loan Party Subsidiaries existing on the Effective Date and set forth on Schedule 6.04(xvii) and any modification, replacement, renewal, reinvestment or extension thereof; (B) Investments from non-Loan Party Subsidiaries to Loan Parties and (C) Investments from Loan Parties to non-Loan Party Subsidiaries; provided that the aggregate amount of Investments under this Section 6.04(a)(xvii)(C), when taken together with any Indebtedness under Section 6.01(a)(xiii)(B), shall not exceed $10,000,000; (xviii) other Investments in respect of earn-outs, milestones and other similar deferred purchase price obligations in an aggregate amount not to exceed $4,000,000 in any fiscal year; provided that before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom; (xix) the licensing of intellectual property on arms’-length terms pursuant to joint marketing or joint venture arrangements with other Persons in the ordinary course of business which do not materially interfere with the business of the Borrower and the Subsidiaries; and (xx) Investments in the form of prepayments of expenses, so long as such expenses were incurred in the ordinary course of business and are paid in accordance with customary trade terms of the Borrower or any of its Subsidiariesbe continuing. (b) For purposes of determining compliance with Section 6.04, in the event that an Investment (or any portion thereof) at any time meets the criteria of more than one of the categories of permitted Investments described in Section 6.04(a)(i) through (xx) above, the Borrower, in its sole discretion, will classify and may subsequently reclassify such Investment (or any portion thereof) in any one or more of the types of Investments described in Section 6.04(a)(i) through (xx) above and will only be required to include the amount and type of such Investment in such of the above clauses as determined by the Borrower at such time. The Borrower will be entitled to divide and classify an Investment in more than one of the types of Investments described in Section 6.04(a)(i) through (xx) above. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, less any return of capital, without adjustment for subsequent increases or decreases in the value of such Investment.

Investments, Loans, Advances, Guarantees and Acquisitions. (a) The No Borrower will notpurchase, nor will it permit any Subsidiary to, purchase hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Equity Interests, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit, whether through purchase of assets, merger or otherwise (all the foregoing, “Investments”), except: (i) Permitted Acquisitions; (iia) Permitted Investments; (iiib) Investments existing in existence on the Effective Date date of this Agreement and set forth on described in Schedule 6.04(iii) 6.04, together with modifications, extensions and any modification, replacement, renewal, reinvestment or extension renewals thereof; (ivc) Investments (including cash payments by the Borrowers in respect of earn-outs, milestones and other similar deferred purchase price obligations) Equity Interests in an aggregate amount not to exceed, when taken together with the aggregate amount of payments made pursuant to Section 6.08(b)(iii), $5,000,000 per fiscal year of the Borrower and $25,000,000 during the term of this Agreement; provided that (x) before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $50,000,000their respective Subsidiaries; (vd) loans or advances made by the any Borrower to any Subsidiary Loan Party and made by any Subsidiary Loan Party to the Borrower or any Subsidiary Loan Party, other Borrower; provided that any the amount of such loans and advances made by a Loan Party Subsidiaries that are not Borrowers shall be evidenced by a promissory note pledged pursuant subordinated to the Collateral Agreement; provided, however, that Secured Obligations on terms reasonably satisfactory to the foregoing pledge requirement with respect to any intercompany indebtedness may be satisfied by delivery of an omnibus or global intercompany note executed by all Loan Parties as payees and all such obligors as payorsAdministrative Agent; (vie) Guarantees constituting Indebtedness permitted by Section 6.01; (viif) receivables loans or other trade payables owing advances made by a Borrower to the Borrower or any Subsidiary if created or acquired its employees in the ordinary course of business consistent with past practice practices for travel and payable or dischargeable entertainment expenses, relocation costs and similar purposes up to a maximum of $2,000,000 in accordance with customary trade terms, provided that such trade terms may include such concessionary trade terms as the Borrower or aggregate at any such Subsidiary deems reasonable under the circumstancesone time outstanding; (viiig) Investments consisting subject to Sections 4.2(a) and 4.4 of Equity Intereststhe Security Agreement, obligationsnotes payable, securities or stock or other property received in securities issued by Account Debtors to a Borrower pursuant to negotiated agreements with respect to settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made Account Debtor’s Accounts in the ordinary course of business, consistent with past practices; (x) loans or advances by the Borrower or any Subsidiary to employees (A) made for reasonable and customary business-related travel, entertainment, relocation and other ordinary business purposes and (B) otherwise not exceeding $5,000,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances); (xih) Investments in the form of Swap Agreements permitted by Section 6.146.07; (xiii) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the a Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary Borrower or of such consolidation or merger; (xiiij) Investments received in connection with the dispositions of assets permitted by Section 6.05; (xivk) Permitted Acquisitions; (l) Investments in the form of the purchase of the Company Call Options in connection with the issuance of the Convertible Notes; provided, no Event of Default has occurred and is continuing immediately prior to or after giving effect thereto; (m) loans or advances to directors, officers or employees of any Borrower, the proceeds of which are concurrently used to purchase Equity Interests in a Borrower; (n) advances and loans to, and Investments in, DCO, KACL, KAF, and Trochus in the ordinary course of business consistent with past practices; provided that (i) no Event of Default has occurred and is continuing immediately prior to or after giving effect thereto; and (ii) the sum of (A) the aggregate principal amount of such advances or loans made after the Effective Date at any one time outstanding plus (B) the amount of such Investments (other than such advances and loans under clause (A) above) made after the Effective Date from all of the Borrowers as a group to all of DCO, KACL, KAF and Trochus as a group, net of any Investments made from DCO, KACL, KAF and Trochus as a group to all of the Borrowers as a group after the Effective Date, shall not in the aggregate exceed $20,000,000 at any time; (o) Investments in the form of advance payments in connection with any Permitted Commodity Swap Agreement; (p) Investments in respect of, including by way of contributions to, the VEBA Trusts pursuant to agreements reached during the Company’s bankruptcy under chapter 11, title 11 of the U.S. Code; (q) Investments constituting deposits described in clauses paragraphs (c) and (d) of the definition of the term “Permitted Encumbrances”;; and (xvr) other Investments (including in respect of earn-outs, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed the Available Basket Amount; provided that (x) before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $100,000,000; (xvi) Guarantees by the Borrower or any Subsidiary of leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business; (A) Investments from Loan Parties to non-Loan Party Subsidiaries existing on the Effective Date and set forth on Schedule 6.04(xvii) and any modification, replacement, renewal, reinvestment or extension thereof; (B) Investments from non-Loan Party Subsidiaries to Loan Parties and (C) Investments from Loan Parties to non-Loan Party Subsidiaries; provided that the aggregate amount of Investments under this Section 6.04(a)(xvii)(C), when taken together with any Indebtedness under Section 6.01(a)(xiii)(B), shall not exceed $10,000,000; (xviii) other Investments in respect of earn-outs, milestones and other similar deferred purchase price obligations in an aggregate amount not to exceed $4,000,000 in any fiscal year; provided that before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom; (xix) the licensing of intellectual property on arms’-length terms pursuant to joint marketing or joint venture arrangements with other Persons 5,000,000 in the ordinary course of business which do not materially interfere with the business of the Borrower and the Subsidiaries; and (xx) Investments in the form of prepayments of expenses, so long as such expenses were incurred in the ordinary course of business and are paid in accordance with customary trade terms of the Borrower or any of its Subsidiaries. (b) For purposes of determining compliance with Section 6.04, in the event that an Investment (or any portion thereof) aggregate at any time meets the criteria of more than one of the categories of permitted Investments described in Section 6.04(a)(i) through (xx) above, the Borrower, in its sole discretion, will classify and may subsequently reclassify such Investment (or any portion thereof) in any one or more of the types of Investments described in Section 6.04(a)(i) through (xx) above and will only be required to include the amount and type of such Investment in such of the above clauses as determined by the Borrower at such time. The Borrower will be entitled to divide and classify an Investment in more than one of the types of Investments described in Section 6.04(a)(i) through (xx) above. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, less any return of capital, without adjustment for subsequent increases or decreases in the value of such Investmentoutstanding.

Investments, Loans, Advances, Guarantees and Acquisitions. (a) The Neither Holdings, Intermediate Holdings nor any Borrower will notwill, nor will it they permit any Restricted Subsidiary or Intermediate Parent to, purchase make or acquire (including pursuant to hold any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any InvestmentsInvestment, except: (ia) Permitted AcquisitionsInvestments at the time such Permitted Investment is made; (ii) Permitted Investments; (iii) Investments existing on the Effective Date and set forth on Schedule 6.04(iii) and any modification, replacement, renewal, reinvestment or extension thereof; (iv) Investments (including cash payments in respect of earn-outs, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed, when taken together with the aggregate amount of payments made pursuant to Section 6.08(b)(iii), $5,000,000 per fiscal year of the Borrower and $25,000,000 during the term of this Agreement; provided that (x) before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $50,000,000; (vb) loans or advances made by to officers, directors and employees of Holdings, Intermediate Holdings, the Borrower to any Subsidiary Loan Party Borrowers and made by any Subsidiary Loan Party to the Borrower or any Subsidiary Loan Party, provided that any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement; provided, however, that the foregoing pledge requirement with respect to any intercompany indebtedness may be satisfied by delivery of an omnibus or global intercompany note executed by all Loan Parties as payees and all such obligors as payors; Restricted Subsidiaries (vii) Guarantees constituting Indebtedness permitted by Section 6.01; (vii) receivables or other trade payables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business consistent with past practice and payable or dischargeable in accordance with customary trade terms, provided that such trade terms may include such concessionary trade terms as the Borrower or any such Subsidiary deems reasonable under the circumstances; (viii) Investments consisting of Equity Interests, obligations, securities or other property received in settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business; (x) loans or advances by the Borrower or any Subsidiary to employees (A) made for reasonable and customary business-related travel, entertainment, relocation and other analogous ordinary business purposes and purposes, (Bii) otherwise not exceeding $5,000,000 in connection with such Person’s purchase of Equity Interests in Holdings (or any direct or indirect parent thereof) (provided that the aggregate at any time outstanding (determined without regard to any write-downs or write-offs amount of such loans and advances made in cash to such Person shall be contributed to Intermediate Holdings or advancesa Borrower in cash as common equity or Qualified Equity Interests) and (iii) for purposes not described in the foregoing clauses (i) and (ii); provided that at the time of incurrence thereof and after giving Pro Forma Effect thereto, the aggregate principal amount outstanding in reliance on this clause (iii) shall not to exceed $5,000,000; (xic) Investments in the form of Swap Agreements permitted by Section 6.14; (xii) Investments of Holdings, any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Intermediate Parent, Intermediate Holdings, any Borrower or any Restricted Subsidiary in any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary Holdings, any Intermediate Parent, Intermediate Holdings, any Borrower or of such consolidation or merger; (xiii) Investments received in connection with the dispositions of assets permitted by Section 6.05; (xiv) Investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (xv) other Investments (including in respect of earn-outs, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed the Available Basket Amountany Restricted Subsidiary; provided that, in the case of any Investment by a Loan Party in a Restricted Subsidiary that (x) before and immediately after giving effect to any such Investmentis not a Loan Party, no Specified Event of Default has shall have occurred and is be continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $100,000,000therefrom; (xvid) Guarantees by the Borrower or any Subsidiary Investments consisting of leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into prepayments to suppliers in the ordinary course of business; (Ae) Investments from Loan Parties to non-Loan Party Subsidiaries consisting of extensions of trade credit in the ordinary course of business; (f) Investments (i) existing or contemplated on the Effective Date date hereof and set forth on Schedule 6.04(xvii6.04(f) and any modification, replacement, renewal, reinvestment or extension thereof; thereof and (Bii) Investments from non-Loan Party Subsidiaries to Loan Parties existing on the date hereof by Holdings, Intermediate Holdings, any Borrower or any Restricted Subsidiary in Intermediate Holdings, any Borrower or any Restricted Subsidiary and (C) Investments from Loan Parties to non-Loan Party Subsidiariesany modification, renewal or extension thereof; provided that the amount of the original Investment is not increased except by the terms of such Investment to the extent as set forth on Schedule 6.04(f) or as otherwise permitted by this Section 6.04; (g) Investments in Swap Agreements permitted under Section 6.01; (h) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 6.05; (i) Permitted Acquisitions; (j) the Transactions; (k) Investments in the ordinary course of business consisting of endorsements for collection or deposit and customary trade arrangements with customers consistent with past practices; (l) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers, from financially troubled account debtors or in settlement of delinquent obligations of, or other disputes with, customers and suppliers or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (m) loans and advances to Holdings (or any direct or indirect parent thereof) or any Intermediate Parent in lieu of, and not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof), Restricted Payments to the extent permitted to be made to Holdings (or such parent) or such Intermediate Parent in accordance with Section 6.08(a); (n) additional Investments and other acquisitions; provided that at the time any such Investment or other acquisition is made, the aggregate outstanding amount of such Investment or acquisition made in reliance on this clause (n), together with the aggregate amount of all consideration paid in connection with all other Investments and acquisitions made in reliance on this clause (n) (including the aggregate principal amount of all Indebtedness assumed in connection with any such other Investment or acquisition previously made under this Section 6.04(a)(xvii)(Cclause (n), when taken together with any Indebtedness under Section 6.01(a)(xiii)(B), shall not exceed the sum of (A) the greater of $10,000,000; 205,000,000 and 45.0% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Investment or other acquisition, plus (xviiiB) other Investments in respect of earn-outs, milestones and other similar deferred purchase price obligations in an aggregate amount not to exceed $4,000,000 in any fiscal year; provided that before and so long as immediately after giving effect to any such Investment, Investment no Specified Event of Default has occurred and is continuing (or, in the case of the use of the Starter Basket that is Not Otherwise Applied, no Event of Default under Section 7.01(a), (b), (h) or would result therefrom(i)), the Available Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment, plus (C) the Available Equity Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment; (xixo) the licensing Holdings and its Subsidiaries may undertake or consummate any IPO Reorganization Transaction and transactions relating thereto or contemplated thereby; (p) advances of intellectual property on arms’-length terms pursuant payroll payments to joint marketing or joint venture arrangements with other Persons employees in the ordinary course of business which do business; (q) Investments and other acquisitions to the extent that payment for such Investments is made with Qualified Equity Interests (excluding Cure Amounts) of Holdings (or any direct or indirect parent thereof or the IPO Entity); provided that (i) such amounts used pursuant to this clause (q) shall not materially interfere increase the Available Equity Amount and (ii) any amounts used for such an Investment or other acquisition that are not Qualified Equity Interests of Holdings (or any direct or indirect parent thereof or the IPO Entity) shall otherwise be permitted pursuant to this Section 6.04; (r) Investments of a Subsidiary acquired after the Effective Date or of a Person merged or consolidated with any Subsidiary in accordance with this Section and Section 6.03 after the business Effective Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation; (s) non-cash Investments in connection with tax planning and reorganization activities; provided that after giving effect to any such activities, the security interests of the Borrower and Lenders in the Subsidiaries; andCollateral, taken as a whole, would not be materially impaired; (xxt) Investments consisting of Indebtedness, Liens, fundamental changes, Dispositions and Restricted Payments permitted (other than by reference to this Section 6.04(t)) under Sections 6.01, 6.02, 6.03, 6.05 and 6.08, respectively; (u) additional Investments; provided that after giving effect to such Investment (A) on a Pro Forma Basis, the Total Leverage Ratio is less than or equal to 5.00 to 1.0 and (B) there is no continuing Event of Default; (v) contributions to a “rabbi” trust for the benefit of employees, directors, consultants, independent contractors or other service providers or other grantor trust subject to claims of creditors in the form case of prepayments a bankruptcy of expensesHoldings, so long as such expenses were incurred Intermediate Holdings or a Borrower; (w) to the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases, acquisitions, licenses or leases of other assets, intellectual property, or other rights, in each case in the ordinary course of business business; (x) Investments in Subsidiaries in the form of receivables and are paid related assets required in accordance connection with customary trade terms a Permitted Receivables Financing (including the contribution or lending of cash and cash equivalents to Subsidiaries to finance the purchase of such assets from Intermediate Holdings, a Borrower or any of its Subsidiaries.other Restricted Subsidiaries or to otherwise fund required reserves); and (by) For purposes Investments by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary pursuant to the definition of determining compliance with Section 6.04, in the event that an Investment (or any portion thereof) at any time meets the criteria of more than one of the categories of permitted Investments described in Section 6.04(a)(i) through (xx) above, the Borrower, in its sole discretion, will classify and may subsequently reclassify such Investment (or any portion thereof) in any one or more of the types of Investments described in Section 6.04(a)(i) through (xx) above and will only be required to include the amount and type of such Investment in such of the above clauses as determined by the Borrower at such time. The Borrower will be entitled to divide and classify an Investment in more than one of the types of Investments described in Section 6.04(a)(i) through (xx) above. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, less any return of capital, without adjustment for subsequent increases or decreases in the value of such Investment“Unrestricted Subsidiary.”

Investments, Loans, Advances, Guarantees and Acquisitions. (a) The Borrower will not, nor and will it not permit any Subsidiary of its Subsidiaries to, purchase make, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any InvestmentsInvestment, except: (ia) Permitted Acquisitionsthe East Acquisition; (iib) Permitted Investments; (iiic) Investments existing on the Effective Date date hereof and set forth on Schedule 6.04(iii) and any modification, replacement, renewal, reinvestment or extension thereof6.04; (ivd) Investments by the Borrower and its Subsidiaries in Equity Interests in (including cash payments in respect i) Subsidiaries that are Subsidiary Loan Parties immediately prior to the time of earn-outs, milestones such Investments and other similar deferred purchase price obligations(ii) in an aggregate amount not to exceed, when taken together with Foreign Subsidiaries; provided that the aggregate amount of payments made pursuant to Section 6.08(b)(iii)investments by Loan Parties in, $5,000,000 per fiscal year loans and advances by Loan Parties to, and Guarantees by Loan Parties of Indebtedness of, Subsidiaries that are not Loan Parties (including all such investments, loans, advances and Guarantees existing on the Borrower and $25,000,000 during the term of this Agreement; provided that (x) before and immediately after giving effect to Original Closing Date but excluding any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (yInvestments made after the Original Closing Date with Designated Equity Proceeds) pro forma Liquidity after giving effect thereto shall not exceed $50,000,00020,000,000 at any time outstanding; (ve) loans or advances made by the Borrower to any Subsidiary Loan Party and made by any Subsidiary Loan Party to the Borrower or any Subsidiary Loan Party, other Subsidiary; provided that (A) any such loans and advances made by to a Loan Party shall be subordinated to the Obligations pursuant to the Affiliate Subordination Agreement and shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement; provided, however, that Agreement and (B) the foregoing pledge requirement with respect to any intercompany indebtedness may be satisfied amount of such loans and advances made by delivery of an omnibus or global intercompany note executed by all Loan Parties as payees and all such obligors as payorsto Subsidiaries that are not Loan Parties shall be subject to the limitation set forth in clause (d) above; (vif) Guarantees constituting Indebtedness permitted by Section 6.01; provided that (i) a Subsidiary shall not Guarantee either the Senior Subordinated Debt or the Senior Unsecured Debt unless (A) such Subsidiary also has Guaranteed the Obligations pursuant to the Collateral Agreement, (B) such Guarantee of the Senior Subordinated Debt is subordinated to such Guarantee of the Obligations on terms no less favorable to the Lenders than the subordination provisions of the Senior Subordinated Debt and (C) such Guarantee of the Senior Subordinated Debt and Senior Unsecured Debt provides for the release and termination thereof, without action by any party, upon any release and termination of such Guarantee of the Obligations, and (ii) the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation set forth in clause (d) above; (viig) receivables or other trade payables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business consistent with past practice and payable or dischargeable in accordance with customary trade termsPermitted Acquisitions, provided that such trade terms may include Permitted Acquisitions shall be made (i) for consideration consisting of common stock of the Parent or Holdings or Non-Cash Pay Preferred Stock or with Designated Equity Proceeds or, (ii) to the extent not made for such concessionary trade terms as stock consideration or with Designated Equity Proceeds, for other consideration provided that the Borrower aggregate cumulative amount of such other consideration paid after the Original Closing Date for all such Permitted Acquisitions (including any Indebtedness of any acquired entity existing immediately after consummation of such acquisition or repaid or assumed by Holdings or a Subsidiary in connection therewith) shall not exceed $200,000,000 or, if at the time of and after giving pro forma effect to any such Subsidiary deems reasonable under Permitted Acquisition, the circumstancesPro Forma Leverage Ratio would be less than 5.00 to 1.00, $300,000,000; (viiih) Investments consisting of Equity Interests, obligations, securities or other property investments (including debt obligations and equity securities) received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts of and disputes with with, customers and suppliers suppliers, in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made each case in the ordinary course of business; (xi) loans or advances by the Borrower or any Subsidiary to employees (A) made for reasonable and customary business-related travel, entertainment, relocation and other ordinary business purposes and (B) otherwise not exceeding $5,000,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs extensions of such loans or advances); (xi) Investments in the form of Swap Agreements permitted by Section 6.14; (xii) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiii) Investments received in connection with the dispositions of assets permitted by Section 6.05; (xiv) Investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (xv) other Investments (including in respect of earn-outs, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed the Available Basket Amount; provided that (x) before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $100,000,000; (xvi) Guarantees by the Borrower or any Subsidiary of leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into trade credit in the ordinary course of business; (Aj) Investments from Loan Parties to consisting of non-Loan Party Subsidiaries existing on cash consideration received in respect of sales, transfers or other dispositions of assets to the Effective Date and set forth on Schedule 6.04(xvii) and any modification, replacement, renewal, reinvestment or extension thereof; (B) Investments from non-Loan Party Subsidiaries to Loan Parties and (C) Investments from Loan Parties to non-Loan Party Subsidiaries; provided that the aggregate amount of Investments under this extent permitted by Section 6.04(a)(xvii)(C), when taken together with any Indebtedness under Section 6.01(a)(xiii)(B), shall not exceed $10,000,0006.05; (xviiik) other Investments Swap Agreements entered into in respect of earn-outs, milestones and other similar deferred purchase price obligations in an aggregate amount not to exceed $4,000,000 in any fiscal year; provided that before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefromcompliance with Section 6.07; (xixl) the licensing of intellectual property on arms’-length terms pursuant to joint marketing or joint venture arrangements with other Persons in the ordinary course of business which do not materially interfere with the business of loans and advances by the Borrower and the Subsidiaries; and (xx) Investments in the form any of prepayments of expenses, so long as such expenses were incurred its Subsidiaries to their employees in the ordinary course of business and are paid for bona fide business purposes in accordance with customary trade terms of the Borrower or any of its Subsidiaries. (b) For purposes of determining compliance with Section 6.04, in the event that an Investment (or any portion thereof) aggregate amount at any time meets outstanding not in excess of $10,000,000; (m) Investments consisting of Sellers' Retained Interests in Securitizations permitted by Section 6.05; and (n) Investments in Unrestricted Subsidiaries and any other Person (other than Foreign Subsidiaries) made with Designated Equity Proceeds or, to the criteria of more than one of the categories of permitted Investments described in Section 6.04(a)(i) through (xx) above, the Borrowerextent not made with Designated Equity Proceeds, in its sole discretion, will classify and may subsequently reclassify such Investment (or an aggregate amount at any portion thereof) time outstanding not in any one or more excess of the types of Investments described in Section 6.04(a)(i) through (xx) above and will only be required to include the amount and type of such Investment in such of the above clauses as determined by the Borrower at such time. The Borrower will be entitled to divide and classify an Investment in more than one of the types of Investments described in Section 6.04(a)(i) through (xx) above. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, less any return of capital, without adjustment for subsequent increases or decreases in the value of such Investment$50,000,000.

Investments, Loans, Advances, Guarantees and Acquisitions. (a) The Borrower will not, nor and will it not permit any Restricted Subsidiary to, purchase or purchase, hold, acquire (including pursuant to any merger with or consolidation), make or otherwise permit to exist any Investment in any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all the assets of any other Person that was not or of a wholly owned Subsidiary prior to such merger) business unit, division, product line or line of business of any Investmentsother Person, except: (i) Permitted AcquisitionsInvestments in cash and Cash Equivalents; (ii) Permitted Investments; (iii) Investments existing on the Effective Closing Date and set forth on Schedule 6.04(iii7.03(d) and any an modification, replacement, renewal, reinvestment or extension thereof; (iviii) other Investments (including cash payments in respect of earn-outs, milestones and other similar deferred purchase price obligations) in an aggregate amount at any time not to exceed, when taken together with the aggregate amount of payments made pursuant to Section 6.08(b)(iii), $5,000,000 per fiscal year of the Borrower and $25,000,000 during the term of this Agreement; provided that (x) before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $50,000,000100,000,000; (viv) loans or advances made by the Borrower to any Restricted Subsidiary Loan Party and or made by any Restricted Subsidiary Loan Party to the Borrower or any Subsidiary Loan Party, other Restricted Subsidiary; provided that Indebtedness resulting therefrom is permitted by Section 7.03(a)(iii); (v) Guarantees by the Borrower or any Restricted Subsidiary of Indebtedness or other obligations of the Borrower or any Restricted Subsidiary (including any such loans Guarantees arising as a result of any such Person being a joint and advances made several coapplicant with respect to any letter of credit or letter of guaranty); provided that the aggregate amount of Indebtedness and other obligations of Restricted Subsidiaries that are not Loan Parties that is Guaranteed by a any Loan Party shall be evidenced by a promissory note pledged pursuant subject to the Collateral Agreement; provided, however, that the foregoing pledge requirement with respect to any intercompany indebtedness may be satisfied by delivery of an omnibus or global intercompany note executed by all Loan Parties as payees and all such obligors as payorslimitation set forth in clause (iii) above; (vi) Guarantees constituting Indebtedness permitted by Section 6.01Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; (vii) receivables or other trade payables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business consistent with past practice and payable or dischargeable in accordance with customary trade terms, Unlimited additional Investments; provided that (i) at the time of making such trade terms may include such concessionary trade terms as Investment, no Event of Default, shall have occurred and be continuing or would immediately result therefrom and (ii) on a pro forma basis, the Borrower or any such Subsidiary deems reasonable under the circumstancesTotal Net Leverage Ratio shall be no greater than 5.00 to 1.00; (viii) Investments consisting of Equity Interestsdeposits, obligationsprepayments and other credits to suppliers, securities or other property received in settlement of delinquent accounts of lessors and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are landlords made in the ordinary course of business; (xix) loans or advances by the Borrower or any Restricted Subsidiary to employees (A) made in the ordinary course of business consistent with past practices for reasonable travel and customary business-related travel, entertainmententertainment expenses, relocation costs and similar purposes; (x) Investments made as a result of receipt of noncash consideration from a sale, transfer or other ordinary business purposes and (B) otherwise not exceeding $5,000,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs disposition of such loans or advancesassets permitted under Section 7.03(e)(viii); (xi) Investments in the form of Swap Agreements permitted by under Section 6.147.03(m); (xii) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiii) Investments received in connection with the dispositions of assets permitted by Section 6.05; (xiv) Investments constituting deposits described in clauses (ciii) and (div) of the definition of the term “Permitted Encumbrances”; (xv) other Investments (including in respect ” and endorsements of earn-outs, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed the Available Basket Amount; provided that (x) before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing instruments for collection or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $100,000,000; (xvi) Guarantees by the Borrower or any Subsidiary of leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into deposit in the ordinary course of business; (Axiii) Investments from in joint ventures of any Loan Parties to non-Loan Party Subsidiaries existing on the Effective Date and set forth on Schedule 6.04(xvii) and any modification, replacement, renewal, reinvestment or extension thereof; (B) Investments from non-Loan Party Subsidiaries to Loan Parties and (C) Investments from Loan Parties to non-Loan Party SubsidiariesParty; provided that the aggregate amount of such Investments outstanding at any time under this Section 6.04(a)(xvii)(C), when taken together with any Indebtedness under Section 6.01(a)(xiii)(B), clause (xiii) shall not exceed the greater of (x) $10,000,00050,000,000 and (y) 25% of LTM Consolidated EBITDA; (xviiixiv) (x) Investments by a Restricted Subsidiary of the Borrower that is not a Loan Party in any Loan Party or in any other such Restricted Subsidiary that is also not a Loan Party (y) and Investments by the Borrower in any Restricted Subsidiary; (xv) other Investments in respect an amount not to exceed the Available Amount; provided that, (x) at the time each such Investment is made no Event of earn-outsDefault shall have occurred and be continuing or would result therefrom (or, milestones in the case of a Limited Condition Transaction, no Event of Default exists as of the date the definitive agreements for such Limited Condition Transaction are entered into) and other similar deferred purchase price obligations (y) if such Investment is made in whole or in part in reliance on the Growth Amount, the Total Net Leverage Ratio shall be no greater than 4.60 to 1.00 on a pro forma basis; (xvi) Investments in Unrestricted Subsidiaries in an aggregate amount not to exceed the greater of (x) $4,000,000 in any fiscal year; provided that before 50,000,000 and immediately after giving effect to any such Investment, no Specified Event (y) 25% of Default has occurred and is continuing or would LTM Consolidated EBITDA; (xvii) Permitted Acquisitions; (xviii) Investments arising as a result therefromof Sale-Leaseback Transactions; (xix) the licensing Investments consisting of intellectual property on arms’-length terms pursuant to joint marketing or joint venture arrangements with other Persons in the ordinary course (x) extensions of business which do not materially interfere with the business of the Borrower trade credit and the Subsidiaries; and (xx) Investments in the form of prepayments of expenses, so long as such expenses were incurred accommodation guarantees in the ordinary course of business and are paid (y) loans and advances to customers; provided that the aggregate principal amount of such loans and advances outstanding under this clause (y) shall not exceed $2,000,000; (xx) non-cash Investments in accordance connection with customary trade terms tax planning and reorganization activities; provided that, after giving effect to any such activities, the security interests of the Lenders in the Collateral, taken as a whole, would not be materially impaired; (xxi) receivables owing to the Borrower or any Restricted Subsidiary, if created or acquired in the ordinary course of its Subsidiaries.business; and (bxxii) For purposes of determining compliance with Section 6.04to the extent constituting an Investment, in the event that an Investment (or any portion thereof) at any time meets the criteria of more than one of the categories of transactions otherwise permitted Investments described in Section 6.04(a)(i) through (xx) aboveby Sections 7.03(a), the Borrower7.03(c), in its sole discretion, will classify and may subsequently reclassify such Investment (or any portion thereof) in any one or more of the types of Investments described in Section 6.04(a)(i) through (xx) above and will only be required to include the amount and type of such Investment in such of the above clauses as determined by the Borrower at such time. The Borrower will be entitled to divide and classify an Investment in more than one of the types of Investments described in Section 6.04(a)(i) through (xx) above. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, less any return of capital, without adjustment for subsequent increases or decreases in the value of such Investment7.03(h).

Investments, Loans, Advances, Guarantees and Acquisitions. (a) The Each Borrower will not, nor and will it not permit any Subsidiary of its Subsidiaries to, purchase purchase, hold or acquire (including pursuant to any merger with any Person) any capital stock, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that was not constituting a wholly owned Subsidiary prior business unit (collectively, “Investments”), unless (i) both before and after giving effect to each such Investment, Availability is equal to or greater than the Threshold Amount, (ii) based on projections provided to, and in form and substance satisfactory to, the Administrative Agent, Availability for the 90 day period following each such Investment, after giving effect to such mergerInvestment, shall be equal to or greater than the Threshold Amount and (iii) any Investmentson the date of each such Investment, exceptboth before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing. Notwithstanding the foregoing, the Borrowers and their Subsidiaries may make, hold or acquire the following types of Investments regardless of whether Availability exceeds the Threshold Amount: (ia) Permitted AcquisitionsInvestments and Investments that were Permitted Investments when made; (ii) Permitted Investments; (iiib) Investments existing outstanding on the Effective Date and set forth on and, in the case of any such Investment, identified in Schedule 6.04(iii) 6.04, and any modificationrenewals, replacement, renewal, reinvestment or extension amendments and replacements thereof that do not increase the amount thereof; (iv) Investments (including cash payments in respect of earn-outs, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed, when taken together with the aggregate amount of payments made pursuant to Section 6.08(b)(iii), $5,000,000 per fiscal year of the Borrower and $25,000,000 during the term of this Agreement; provided that (x) before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $50,000,000; (v) loans or advances made by the Borrower to any Subsidiary Loan Party and made by any Subsidiary Loan Party to the Borrower or any Subsidiary Loan Party, provided that any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement; provided, however, that the foregoing pledge requirement with respect to any intercompany indebtedness may be satisfied by delivery of an omnibus or global intercompany note executed by all Loan Parties as payees and all such obligors as payors; (vic) Guarantees constituting Indebtedness permitted by Section 6.016.01 up to the aggregate sum of $25,000,000; (viid) receivables or other trade payables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business consistent with past practice indemnities made and payable or dischargeable in accordance with customary trade terms, provided that such trade terms may include such concessionary trade terms as the Borrower or any such Subsidiary deems reasonable under the circumstances; (viii) Investments consisting of Equity Interests, obligations, securities or other property received in settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made surety bonds issued in the ordinary course of business; (xe) loans or advances by indemnities made in the Borrower or any Subsidiary Financing Documents; (f) Guarantees made in the ordinary course of business; provided that such Guarantees are not of Indebtedness for borrowed money except to employees (A) made for reasonable the extent permitted pursuant to Section 6.01 and customary business-related travel, entertainment, relocation and other ordinary business purposes and (B) otherwise could not exceeding $5,000,000 in the aggregate at any time outstanding (determined without regard reasonably be expected to any write-downs or write-offs of such loans or advances)have a Material Adverse Effect; (xi) Investments in the form of Swap Agreements permitted by Section 6.14; (xii) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiiig) Investments received in connection with the dispositions bankruptcy or reorganization of assets permitted by Section 6.05; (xiv) Investments constituting deposits described suppliers and customers and in clauses (c) and (d) settlement of the definition of the term “Permitted Encumbrances”; (xv) other Investments (including in respect of earn-outsdelinquent obligations of, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed the Available Basket Amount; provided that (x) before disputes with, customers and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $100,000,000; (xvi) Guarantees by the Borrower or any Subsidiary of leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into supplier arising in the ordinary course of business; (Ah) Investments from Loan Parties advances, loans or extensions of credit by the Borrowers or any Subsidiary to non-Loan Party Subsidiaries existing on officers, directors, employees and agents of the Effective Date and set forth on Schedule 6.04(xviiBorrowers or any Subsidiary (i) and any modification, replacement, renewal, reinvestment or extension thereof; (B) Investments from non-Loan Party Subsidiaries to Loan Parties and (C) Investments from Loan Parties to non-Loan Party Subsidiaries; provided that the aggregate amount of Investments under this Section 6.04(a)(xvii)(C), when taken together with any Indebtedness under Section 6.01(a)(xiii)(B), shall not exceed $10,000,000; (xviii) other Investments in respect of earn-outs, milestones and other similar deferred purchase price obligations in an aggregate amount not to exceed $4,000,000 in any fiscal year; provided that before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom; (xix) the licensing of intellectual property on arms’-length terms pursuant to joint marketing or joint venture arrangements with other Persons in the ordinary course of business which do not materially interfere with for travel, entertainment or relocation expenses, (ii) other advances, loans or extensions of credit by the business Borrowers or any Subsidiary to officers, directors, employees or agents of the Borrower Borrowers or any Subsidiary in compliance with all applicable laws not to exceed $2,000,000 in the aggregate at any one time outstanding and the Subsidiaries; and(iii) relating to indemnification or reimbursement of such officers, directors, employees and agents in respect of liabilities relating to their service in such capacities; (xxi) Investments in accounts, chattel paper and notes receivable arising from the form sale or lease of prepayments goods or the performance of expenses, so long as such expenses were incurred services in the ordinary course of business and are paid in accordance with customary trade terms of the Borrower or any of its Subsidiaries.business; (bj) For purposes of determining compliance with Section 6.04, Capital Expenditures and Liens not prohibited by this Agreement; (k) Permitted Acquisitions; and (l) other Investments not permitted under the foregoing clauses (a) through (k) in the event that an Investment (or any portion thereof) aggregate amount at any time meets the criteria of more than one of the categories of permitted Investments described in Section 6.04(a)(i) through (xx) above, the Borrower, in its sole discretion, will classify and may subsequently reclassify such Investment (or any portion thereof) in any one or more of the types of Investments described in Section 6.04(a)(i) through (xx) above and will only be required outstanding not to include the amount and type of such Investment in such of the above clauses as determined by the Borrower at such time. The Borrower will be entitled to divide and classify an Investment in more than one of the types of Investments described in Section 6.04(a)(i) through (xx) above. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, less any return of capital, without adjustment for subsequent increases or decreases in the value of such Investmentexceed $5,000,000.

Investments, Loans, Advances, Guarantees and Acquisitions. (a) The Borrower Parent and the Borrowers will not, nor and will it not permit any Subsidiary to, purchase of the Subsidiaries to make or acquire (including pursuant permit to exist any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Investments, Investment except: (ia) Permitted AcquisitionsInvestments and Investments that were Permitted Investments when made; (b) (i) Investments constituting intercompany loans permitted under Section 6.01(a)(iv) and (ii) Permitted Investments; (iii) Investments existing on the Effective Date and set forth on Schedule 6.04(iii) and by any modificationLoan Party in Equity Interests in their respective Wholly- Owned Subsidiaries, replacement, renewal, reinvestment or extension thereof; (iv) Investments (including cash payments in respect of earn-outs, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed, when taken together with the aggregate amount of payments made pursuant to Section 6.08(b)(iii), $5,000,000 per fiscal year of the Borrower and $25,000,000 during the term of this Agreement; provided that (x) before and immediately after giving effect to any such Investment, no Specified Event Equity Interests held by a Loan Party shall be pledged to the Collateral Agent as collateral security for the obligations of Default has occurred and is continuing or would result therefrom the Loan Parties under the Loan Documents pursuant to the Security Documents (subject to the limitations applicable to Foreign Subsidiary Equity Interests referred to in Section 4.01(g)(i)) and (y) pro forma Liquidity in the case of Investments made by the Loan Parties in the Equity Interests of Foreign Subsidiaries of the U.S. Borrower after giving effect thereto shall the Closing Date, such Investments do not exceed $50,000,00025,000,000 at any one time when aggregated with the outstanding principal amount of intercompany loans made by the Loan Parties to Foreign Subsidiaries of the U.S. Borrower as permitted under Section 6.01(a)(iv); (vc) loans or advances made by the U.S. Borrower to or any Subsidiary Loan Party and made by any Subsidiary Loan Party of the U.S. Borrower to the Borrower Parent, the Borrowers or any Subsidiary Loan Party, provided that any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged to the Collateral Agent as collateral security for the obligations of the Loan Parties under the Loan Documents pursuant to the Collateral Security Documents and subject to the Intercompany Subordination Agreement; provided, however, that the foregoing pledge requirement with respect to any intercompany indebtedness may be satisfied by delivery of an omnibus or global intercompany note executed by all Loan Parties as payees and all such obligors as payors; (vid) Guarantees constituting Indebtedness permitted by Section 6.016.01 and Guarantees by the Parent, the Borrowers or any Subsidiary of the obligations (other than Indebtedness) of the Parent, the Borrowers or any Wholly Owned Subsidiary of the Borrowers or the Parent; (e) Investments received in connection with the bankruptcy or reorganization of, or settlement, compromise, or resolution of accounts and disputes with or judgments against, customers and suppliers, in each case in the ordinary course of business or Investments acquired by the Borrowers or any of the Subsidiaries as a result of a foreclosure by the Borrowers or any of the Subsidiaries with respect to any secured Investments or other transfer of title with respect to any secured Investment in default; (f) the following Permitted Acquisitions (it being understood that a Permitted Acquisition may be made using any combination of clauses (i) through (vii) below, as determined by the U.S. Borrower): (i) the Specified Acquisition; (ii) any Permitted Acquisition funded with the Available Credit; provided that, at the time of such Permitted Acquisition using the Available Credit, the U.S. Borrower shall deliver a certificate of a Financial Officer stating the portion of the Purchase Price of such Permitted Acquisition being made from the Available Credit, and setting forth a calculation of the Available Credit immediately before and immediately after such Permitted Acquisition; and (iii) Permitted Acquisitions consummated prior to the Existing Credit Agreement Second Amendment Effective Date; (iv) other Permitted Acquisitions, with a total aggregate Purchase Price for all such Permitted Acquisitions under this clause (iv) not exceeding $150,000,000 since the Existing Credit Agreement Second Amendment Effective Date; provided that the aggregate Purchase Price of all Permitted Acquisitions made under this clause (iv) during any fiscal year shall not exceed $65,000,000, which if unused, may be carried-forward to each subsequent fiscal year; provided further that no loans under the ABL Facility may be used directly or indirectly to pay the Purchase Price of any Permitted Acquisition made under this clause (iv); (v) other Permitted Acquisitions with a total aggregate Purchase Price for all such Permitted Acquisitions under this clause (v) not exceeding the New Senior Unsecured Notes Net Proceeds Amount; (vi) other Permitted Acquisitions with a total aggregate Purchase Price for all such Permitted Acquisitions under this clause (vi) not exceeding the aggregate amount of any Qualified IPO Proceeds; (vii) other Permitted Acquisitions with a total aggregate Purchase Price for all such Permitted Acquisitions under this clause (vii) not exceeding the amount of Incremental Loans made under this Agreement; and (viii) the Permitted Acquisition of the target referred to as “Drummet”; (g) loans and advances to employees, officers, directors or consultants of the Parent, the Borrowers, and the Subsidiaries in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses and temporary advances to employees or directors in respect of income taxes related to the exercise of stock options) to the extent permitted under the Xxxxxxxx-Xxxxx Act of 2002, as amended, in an aggregate principal amount not to exceed $1,000,000 at any time; (h) Investments by the Borrowers and the Subsidiaries of the Borrowers in Hedging Agreements; (i) extensions of trade credit or the holding of receivables or other trade payables owing to the Borrower Borrowers or any Subsidiary of the Borrowers if created or acquired in the ordinary course of business consistent with past practice and payable or dischargeable Investments in accordance with customary trade termsprepaid expenses, provided that such trade terms may include such concessionary trade terms as the Borrower or any such Subsidiary deems reasonable under the circumstances; (viii) Investments consisting of Equity Interestsnegotiable instruments held for collection and lease, obligationsutility and workers’ compensation, securities or performance and other property received in settlement of delinquent accounts of and disputes with customers and suppliers similar deposits in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgmentsbusiness; (ixj) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business; (xk) loans Investments that are financed or advances by acquired with Equity Interests of the Borrower Parent or any Subsidiary to employees Holdings; (Al) made for reasonable and customary business-related travel, entertainment, relocation Investments set forth on Schedule 6.04 of the Existing Credit Agreement (and other ordinary business purposes investments received in respect thereof without the payment of additional cash consideration) and any renewal or replacement thereof on terms and conditions not materially less favorable to the Borrowers and its Subsidiaries than the terms of the Investment being replaced; (Bm) otherwise not exceeding $5,000,000 Investments made with Net Proceeds to the extent permitted to be so applied or reinvested as set forth in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs definition of such loans or advancesPrepayment Event and as contemplated by Section 2.11(b); (xin) Investments received as consideration in the form of Swap Agreements connection with sales, transfers or other dispositions permitted by Section 6.14under this Agreement; (xii) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiii) Investments received in connection with the dispositions of assets permitted by Section 6.05; (xiv) Investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (xvo) other Investments made by any Loan Party (including excluding Investments made by the Loan Parties in respect the Foreign Subsidiaries of earn-outs, milestones and other similar deferred purchase price obligationsthe U.S. Borrower) in an aggregate amount not to exceed the Available Basket Amount$10,000,000 in any fiscal year, which if unused, may be carried-forward to each subsequent fiscal year (up to an aggregate amount of $50,000,000 at any time outstanding); provided that (x) before and immediately after giving effect to the carry forward, no more than $20,000,000 of such Investments shall be made in any fiscal year; provided further that any such Investment, no Specified Event Investments made in the form of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto a loan by a Loan Party to an Unrestricted Subsidiary shall exceed $100,000,000be evidenced by a promissory note pledged to the Collateral Agent as collateral security for the obligations of the Loan Parties under the Loan Documents pursuant to the Security Documents; (xvip) Guarantees by the Borrower or any Subsidiary of leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of businessClosing Date Transactions; (Aq) Investments from Loan Parties to non-Loan Party Subsidiaries existing by Holdings in the Equity Interests of WRCA Hong Kong Co., Ltd. on the Effective Closing Date and set forth on Schedule 6.04(xvii) other Investments made by Holdings and any modificationthe Subsidiaries in the Unrestricted Subsidiaries or in their assets, replacementproperties, renewal, reinvestment securities or extension thereof; (B) Investments from non-Loan Party Subsidiaries to Loan Parties and (C) Investments from Loan Parties to non-Loan Party SubsidiariesIndebtedness; provided that the aggregate amount of all Investments under this Section 6.04(a)(xvii)(C), when taken together with any Indebtedness under Section 6.01(a)(xiii)(B), clause (q) shall not exceed $10,000,000; the sum of (xviiii) other Investments in respect the proceeds of earn-outs, milestones and other similar deferred purchase price obligations the Term Loans in an aggregate amount not to exceed $4,000,000 8,500,000 on the Closing Date, (ii) the proceeds of the Chinese Investment Account (as defined in the Existing Credit Agreement) in an aggregate amount not to exceed $10,000,000, (iii) any fiscal yearportion of Investments in the Unrestricted Subsidiaries that is funded with the Available Credit and (iv) any Investment in WRCA Hong Kong Co., Ltd. by Holdings to the extent the proceeds thereof are (A) directly or indirectly the proceeds of an issuance of New Senior Unsecured Notes (Issued 2010) and (B) promptly used by WRCA Hong Kong Co., Ltd. to repay other Investments made by Holdings and the Subsidiaries in WRCA Hong Kong Co., Ltd. pursuant to this clause (q) prior to the Existing Credit Agreement Second Amendment Effective Date; provided that further (i) at the time of such Investment made using the Available Credit, the U.S. Borrower shall deliver a certificate of a Financial Officer stating the portion of such Investment being made from the Available Credits, and setting forth a calculation of the Available Credit immediately before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom; (xixii) the licensing of intellectual property on arms’-length terms pursuant to joint marketing or joint venture arrangements with other Persons in the ordinary course of business which do not materially interfere with the business of the Borrower and the Subsidiaries; and (xx) that any such Investments made in the form of prepayments of expenses, so long a loan by a Loan Party to the Unrestricted Subsidiaries shall be evidenced by a promissory note pledged to the Collateral Agent as such expenses were incurred in collateral security for the ordinary course of business and are paid in accordance with customary trade terms obligations of the Borrower or any of its Subsidiaries. Loan Parties under the Loan Documents pursuant to the Security Documents; and (b) For purposes of determining compliance with Section 6.04, in the event that an Investment (or any portion thereofiii) at any the time meets the criteria of more than one of the categories of permitted Investments described in Section 6.04(a)(i) through (xx) above, the Borrower, in its sole discretion, will classify and may subsequently reclassify such Investment (or any portion thereof) in any one or more of the types of Investments described in Section 6.04(a)(i) through (xx) above and will only be required to include the amount and type of such Investment utilizing funds in such the Chinese Investment Account, the U.S. Borrower shall deliver a certificate of the above clauses as determined by the Borrower at such time. The Borrower will be entitled to divide and classify an Investment in more than one of the types of Investments described in Section 6.04(a)(i) through (xx) above. For purposes of covenant compliance, a Financial Officer stating the amount of any Investment shall be being made from the amount actually invested, less any return of capital, without adjustment for subsequent increases or decreases funds held in the value Chinese Investment Account and the remaining balance in the Chinese Investment Account; (r) Investments of a Subsidiary acquired after the Closing Date or of any entity merged into the Parent or the U.S. Borrower or merged into or consolidated with a Subsidiary after the Closing Date, in each case, (i) to the extent permitted under this Section 6.04, (ii) in the case of any acquisition, merger, consolidation or amalgamation, in accordance with Section 6.05 and (iii) to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, consolidation or amalgamation and were in existence on the date of such event; (s) Investments made or held by any Loan Party in any Subsidiary that is a Loan Party at the time of making such Investment; and (t) Investments consisting of the deferred purchase price of property acquired in a Permitted Acquisition.

Investments, Loans, Advances, Guarantees and Acquisitions. (a) The Borrower will not, nor and will it not permit any Subsidiary of its Subsidiaries to, purchase make, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Wholly Owned Subsidiary prior to such merger) any InvestmentsInvestment, except: (i) Permitted Acquisitions; (iia) Permitted Investments; (iiib) Investments existing on the Effective Closing Date and or made pursuant to binding commitments in effect on the Closing Date and, in each case, set forth on Schedule 6.04(iii) and any modification, replacement, renewal, reinvestment or extension thereof6.04; (ivc) Investments (including cash payments by the Borrower in respect of earn-outs, milestones any Subsidiary and other similar deferred purchase price obligations) made by any Subsidiary in an aggregate amount not to exceed, when taken together with the Borrower or any Subsidiary; provided that the aggregate amount of payments Investments made pursuant to Section 6.08(b)(iii), after the Closing Date by SuperMedia Loan Parties in Subsidiaries that are not SuperMedia Loan Parties shall not exceed $5,000,000 per fiscal year of the Borrower and $25,000,000 10,000,000 during the term of this Agreement; provided that (x) before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $50,000,000; (v) loans or advances made by the Borrower to any Subsidiary Loan Party and made by any Subsidiary Loan Party to the Borrower or any Subsidiary Loan Party, provided that any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement; provided, however, that the foregoing pledge requirement with respect to any intercompany indebtedness may be satisfied by delivery of an omnibus or global intercompany note executed by all Loan Parties as payees and all such obligors as payors; (vid) Guarantees constituting Indebtedness permitted by Section 6.01; provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not SuperMedia Loan Parties that is Guaranteed by any SuperMedia Loan Party shall be subject to the limitation set forth in clause (c) above; (viie) receivables or other trade payables owing to the Borrower or any Subsidiary if created or acquired Guarantees made in the ordinary course of business consistent with past practice and payable or dischargeable in accordance with customary trade terms, provided that such trade terms may include such concessionary trade terms as by the Borrower or any Subsidiary of obligations other than Indebtedness of any Excluded Subsidiary, provided that the funding of any such guarantees by the Borrower or any Subsidiary deems reasonable under the circumstancesLoan Party shall be deemed to constitute an Investment subject to Section 6.04(c) unless reimbursed by such Excluded Subsidiary; (viiif) Permitted Acquisitions (other than Permitted Acquisitions involving the purchase or other acquisition of assets from Affiliates that are not Subsidiaries of the Borrower), including any xxxx xxxxxxx money deposits required in connection therewith; (g) Investments consisting of Equity Interests(including debt obligations and equity securities) acquired (i) in connection with the bankruptcy or reorganization of, obligations, securities or other property received in settlement of delinquent accounts of and disputes with with, customers and suppliers suppliers, in each case in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction (ii) as a result of judgments; (ix) Investments a foreclosure by the Borrower or any Subsidiary with respect to any secured Investment or other transfer of title with respect to any secured Investment in default; (h) extensions of trade credit in the ordinary course of business; (i) Investments received in connection with the sale, transfer, lease or other disposition of any asset permitted by Section 6.05; (j) Swap Agreements entered into in compliance with Section 6.07; (k) loans and advances by the Borrower and any of its Subsidiaries to their employees, officers, members of management, consultants, agents, customers or suppliers (i) in connection with relocation expenses and (ii) for other purposes in an aggregate amount at any time outstanding not in excess of $2,500,000; (l) Investments consisting of purchases and acquisitions of inventory, supplies, materials and equipment or purchases of contract rights or licenses or leases of intellectual property, in each case in the ordinary course of business; (m) commission, payroll, travel and similar advances to officers and employees to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made of the Borrower or any Subsidiary in accordance with GAAP; (n) Investments in the ordinary course of businessbusiness consisting of the licensing or acquisition of, or investment in, intellectual property pursuant to joint marketing arrangements with other Persons; (x) loans or advances by the Borrower or any Subsidiary to employees (A) made for reasonable and customary business-related travel, entertainment, relocation and other ordinary business purposes and (B) otherwise not exceeding $5,000,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances); (xi) Investments in the form of Swap Agreements permitted by Section 6.14; (xiio) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries Subsidiary (including in connection with a Permitted Acquisition) so long as such investments Investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiiip) Investments received in connection with the dispositions of assets permitted by Section 6.05; (xiv) Investments constituting resulting from pledges or deposits described in clauses clause (c) and or (d) of the definition of the term “Permitted EncumbrancesEncumbrance”; (xvq) other Investments (including in respect the ordinary course consisting of earn-outs, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed the Available Basket Amount; provided that (x) before and immediately after giving effect to any such Investment, no Specified Event endorsements of Default has occurred and is continuing collection or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $100,000,000deposit; (xvir) Guarantees by advances to customers or suppliers in the ordinary course of business that are, in conformity with GAAP, recorded as accounts receivable, prepaid expenses or deposits on the balance sheet of the Borrower or any Subsidiary of leases (other than Capital Lease Obligations) its Subsidiaries and endorsements for collection or of other obligations that do not constitute Indebtedness, in each case entered into deposit arising in the ordinary course of business; (As) Investments arising from Loan Parties to non-Loan Party Subsidiaries existing on the Effective Date and set forth on Schedule 6.04(xvii) and any modification, replacement, renewal, reinvestment or extension thereof; (B) Investments from non-Loan Party Subsidiaries to Loan Parties and (C) Investments from Loan Parties to non-Loan Party Subsidiaries; provided that the aggregate amount of Investments under this transaction permitted by Section 6.04(a)(xvii)(C), when taken together with any Indebtedness under Section 6.01(a)(xiii)(B), shall not exceed $10,000,0006.08; (xviiit) other Investments in respect arising or deemed to arise from the payment, repayment, prepayment, acquisition, purchase or repurchase of earn-outs, milestones and other similar deferred purchase price obligations in an aggregate amount not to exceed $4,000,000 in any fiscal year; provided that before and immediately after giving effect part of the Loans pursuant to any such Investment, provision of Article II of this Agreement; (u) so long as (i) no Specified Event of Default has occurred and is continuing or would result therefrom, (ii) no portion of the proceeds of any such Investment is used, directly or indirectly, to purchase or repurchase, or finance the purchase or repurchase, of any Restructuring Notes, Additional Notes or any other Indebtedness of any Affiliate (and the terms of any Investment shall not permit any such purchase or repurchase by the Person in which such Investment is made while such Investment is outstanding) and (iii) no such Investment is made in any Person that is an Affiliate of the Borrower (other than the Borrower and its Subsidiaries) other than Investments that result in a purchase of assets by a Newco Senior Guarantor or the Service Company in connection with equivalent Investments by each of Dex East, Dex West and RHDI, additional Investments in any Person in an aggregate amount not to exceed $20,000,000, net of the aggregate amount of cash received by the Borrower or any Subsidiary from any such Investment as a repayment of principal or a return of capital; provided, that any Investment made pursuant to this clause (u) in any Person that is not a SuperMedia Loan Party at the time such Investment is made may, if such Person thereafter becomes a SuperMedia Loan Party, from and after such date, be deemed to have been made pursuant to clause (c) or (d) of this Section, as the case may be, and not pursuant to this clause (u); (xixv) Investments in connection with the Shared Services Transactions; (w) advances or payments made by the Borrower or any Subsidiary to (x) the License Subsidiaries of the Borrower or (y) any other Person, in each case for the purpose of (i) filing, prosecuting, registering, renewing, enforcing or maintaining any Intellectual Property applications or registrations owned by such License Subsidiaries and (ii) satisfying all other liabilities related to, in connection with or incidental to (x) the maintenance of the existence of such License Subsidiaries and (y) activities of such License Subsidiaries permitted under the organizational documents of such License Subsidiaries; (x) the licensing or sublicensing (other than exclusive licenses or sublicenses) of intellectual property on arms’-length terms pursuant to joint marketing or joint venture arrangements with other Persons Intellectual Property in the ordinary course of business which do in a manner that does not, and could not reasonably be expected to, materially interfere with the business of the Borrower and the its Subsidiaries; and (xxy) Investments the acquisitions or transfers in connection with the form of prepayments of expenses, so long as such expenses were incurred in the ordinary course of business and are paid in accordance with customary trade terms of the Borrower or any of its SubsidiariesDirectory Consolidation Project. (b) For purposes of determining compliance with Section 6.04, in the event that an Investment (or any portion thereof) at any time meets the criteria of more than one of the categories of permitted Investments described in Section 6.04(a)(i) through (xx) above, the Borrower, in its sole discretion, will classify and may subsequently reclassify such Investment (or any portion thereof) in any one or more of the types of Investments described in Section 6.04(a)(i) through (xx) above and will only be required to include the amount and type of such Investment in such of the above clauses as determined by the Borrower at such time. The Borrower will be entitled to divide and classify an Investment in more than one of the types of Investments described in Section 6.04(a)(i) through (xx) above. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, less any return of capital, without adjustment for subsequent increases or decreases in the value of such Investment.

Investments, Loans, Advances, Guarantees and Acquisitions. (a) The Borrower will not, nor will it permit any Subsidiary of its Restricted Subsidiaries to, purchase make or acquire (including pursuant to hold any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any InvestmentsInvestment, except: (ia) Permitted AcquisitionsInvestments at the time such Permitted Investment is made; (b) loans or advances to officers, directors, managers, independent contractors, consultants and employees of the Borrower and its Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation, moving, payroll advances and other analogous or similar expenses or payroll expenses, (ii) Permitted Investmentsin connection with such Person’s purchase of Equity Interests in the Borrower (or any direct or indirect parent thereof) (provided that the amount of such loans and advances made in cash to such Person shall be contributed to the Borrower in cash as common equity or Qualified Equity Interests) and (iii) for purposes not described in the foregoing clauses (i) and (ii); provided that at the time of incurrence thereof and after giving Pro Forma Effect thereto, the aggregate principal amount outstanding in reliance on this clause (iii) shall not exceed the greater of (x) $25,000,000 and (y) 2.7% of Consolidated EBITDA; (iiic) Investments by the Borrower or any of its Restricted Subsidiaries in any of the Borrower or any of its Restricted Subsidiaries; (d) advances, loans or extensions of trade credit (including the creation of receivables) or prepayments to suppliers or lessors or loans or advances made to distributors, and performance guarantees, in each case in the ordinary course of business or consistent with past practice by the Borrower or any of its Restricted Subsidiaries; (e) [reserved]; (f) Investments (i) existing or contemplated on the Effective Date and set forth on Schedule 6.04(iii6.04(f) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) Investments existing on the Effective Date by the Borrower or any of its Restricted Subsidiaries in the Borrower or any of its Restricted Subsidiaries and any modification, renewal or extension thereof; provided that the amount of the original Investment is not increased except by the terms of such Investment to the extent as set forth on Schedule 6.04(f) or as otherwise permitted by this Section 6.04; (ivg) Investments in Swap Agreements permitted under Section 6.01; (h) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 6.05; (i) Permitted Acquisitions; (j) the Transactions; (k) Investments in the ordinary course of business or consistent with industry or past practice consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit and Article 4 customary trade arrangements with customers consistent with past practices; (l) Investments (including cash payments debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers, from financially troubled account debtors or in settlement of delinquent obligations of, or other disputes with, customers and suppliers or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (m) loans and advances to Parent (or any other direct or indirect parent of the Borrower) or the Borrower in lieu of, and not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect of earn-outsthereof), milestones Restricted Payments to the extent permitted to be made to Parent (or such parent) in accordance with Section 6.08(a); (n) other Investments and other similar deferred purchase price obligations) acquisitions; provided that at the time any such Investment or other acquisition is made, the aggregate outstanding amount of all Investments made in an aggregate amount not to exceedreliance on this clause (n), when taken together aggregated with all other Investments outstanding under this clause (n) shall not exceed the aggregate amount sum of payments (A) the greater of $300,000,000 and 33.0% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Investment or other acquisition; provided that if any Investment pursuant to this clause (n)(A) is made in any Person that is not a Restricted Subsidiary of the Borrower at the date of the making of such Investment and such Person becomes a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to Section 6.08(b)(iii6.04(c) and shall cease to have been made pursuant to this clause (n)(A), $5,000,000 per fiscal year of the Borrower and $25,000,000 during the term of this Agreement; provided that plus (xB) before and so long as immediately after giving effect to any such Investment, Investment no Specified Event of Default under Section 7.01(a), (b), (h) or (i) has occurred and is continuing or would result therefrom and continuing, the Available Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment; plus (yC) pro forma Liquidity after giving the Available Equity Amount that is Not Otherwise Applied as in effect thereto shall exceed $50,000,000immediately prior to the time of making of such Investment; (vo) loans or advances made by the Borrower of payroll payments to any Subsidiary Loan Party and made by any Subsidiary Loan Party to the Borrower or any Subsidiary Loan Party, provided that any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement; provided, however, that the foregoing pledge requirement with respect to any intercompany indebtedness may be satisfied by delivery of an omnibus or global intercompany note executed by all Loan Parties as payees and all such obligors as payors; (vi) Guarantees constituting Indebtedness permitted by Section 6.01; (vii) receivables or other trade payables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business consistent with past practice and payable or dischargeable in accordance with customary trade terms, provided that such trade terms may include such concessionary trade terms as the Borrower or any such Subsidiary deems reasonable under the circumstances; (viii) Investments consisting of Equity Interests, obligations, securities or other property received in settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made employees in the ordinary course of business; (p) Investments and other acquisitions to the extent that payment for such Investments is made with Qualified Equity Interests (excluding Cure Amounts) of the Borrower (or any direct or indirect parent thereof); provided that (i) such amounts used pursuant to this clause (p) shall not increase the Available Equity Amount or be applied to increase any other basket hereunder and (ii) any amounts used for such an Investment or other acquisition that are not Qualified Equity Interests of the Borrower (or any direct or indirect parent thereof) shall otherwise be permitted pursuant to this Section 6.04; (q) Investments of a Subsidiary acquired after the Effective Date or of a Person merged or consolidated with any Subsidiary in accordance with this Section and Section 6.03 after the Effective Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation; (r) non-cash Investments in connection with tax planning and reorganization activities; provided that after giving effect to any such activities, the security interests of the Lenders in the Collateral, taken as a whole, would not be materially impaired; (s) Investments consisting of Liens, Indebtedness, fundamental changes, Dispositions, Restricted Payments and transactions with Affiliates permitted (other than by reference to this Section 6.04(s)) under Section 6.01, 6.02, 6.03, 6.05, 6.08 and 6.09, respectively, in each case, other than by reference to this Section 6.04(s); (t) additional Investments and acquisitions; provided that on the date of such Investment, after giving effect to such Investment (A) on a Pro Forma Basis, the Total Leverage Ratio is less than or equal to 4.30 to 1.00 and (B) there is no continuing Event of Default under Section 7.01(a), (b), (h) or (i); (u) contributions to a “rabbi” trust for the benefit of employees, directors, consultants, independent contractors or other service providers or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Borrower or any of its Restricted Subsidiaries; (v) to the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases, acquisitions, licenses or leases of other assets, intellectual property, or other rights, or the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons; (w) Investments in Subsidiaries in the form of receivables and related assets required in connection with a Permitted Receivables Financing (including the contribution or lending of cash and cash equivalents to Subsidiaries to finance the purchase of such assets from the Borrower or other Restricted Subsidiaries or to otherwise fund required reserves); (x) loans Investments made in the ordinary course of business on ordinary terms or advances consistent with industry or past practice in connection with obtaining, maintaining or renewing vendor contracts; (y) Investments consisting of promissory notes issued by the Borrower or any Subsidiary Loan Party to employees (A) made for reasonable and customary business-related travelfuture, entertainmentpresent or former employees, relocation and other ordinary business purposes and (B) otherwise not exceeding $5,000,000 in the aggregate at any time outstanding (determined without regard to any write-downs directors, officers, managers, members, partners, independent contractors or write-offs consultants of such loans or advances); (xi) Investments in the form of Swap Agreements permitted by Section 6.14; (xii) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of its Subsidiaries or their respective estates, spouses or former spouses to finance the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation purchase or redemption of such Person becoming a Subsidiary Equity Interests of the Borrower or of such consolidation any direct or mergerindirect parent thereof, to the extent the applicable Restricted Payment is permitted hereunder; (xiiiz) Investments received made from casualty insurance proceeds in connection with the dispositions replacement, substitution, restoration or repair of assets permitted by Section 6.05on account of a casualty event; (xivaa) Investments constituting deposits described in clauses (c) and (d) of by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary pursuant to the definition of the term “Permitted EncumbrancesUnrestricted Subsidiary”; (xvbb) other Investments (including any Investment in respect of earn-outs, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed the Available Basket Amounta Similar Business; provided that at the time any such Investment is made, the aggregate outstanding amount of all Investments made in reliance on this clause (xbb), when aggregated with all other Investments outstanding under this clause (bb), shall not exceed the greater of (A) before $300,000,000 and immediately (B) 33.0% of Consolidated EBITDA for the most recently ended Test Period after giving effect Pro Forma Effect to any the making of such Investment; provided that if any Investment pursuant to this clause (bb) is made in any Person that is not a Restricted Subsidiary of the Borrower at the date of the making of such Investment and such Person becomes a Restricted Subsidiary after such date, no Specified Event of Default has occurred such Investment shall thereafter be deemed to have been made pursuant to Section 6.04(c) and is continuing or would result therefrom and shall cease to have been made pursuant to this clause (y) pro forma Liquidity after giving effect thereto shall exceed $100,000,000bb); (xvicc) Guarantees by Investments in Unrestricted Subsidiaries; provided that at the time any such Investment is made, the aggregate outstanding amount of all Investments made in reliance on this clause (cc), when aggregated with all other Investments outstanding under this clause (cc), shall not exceed the greater of (A) $150,000,000 and (B) 16.1% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Investment; provided that if any Investment pursuant to this clause (cc) is made in any Person that is not a Restricted Subsidiary of the Borrower at the date of the making of such Investment and such Person becomes a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to Section 6.04(c) and shall cease to have been made pursuant to this clause (cc); (dd) Investments made after the Effective Date in joint ventures of the Borrower or any Subsidiary of leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business; (A) Investments from Loan Parties to non-Loan Party its Restricted Subsidiaries existing on the Effective Date and set forth on Schedule 6.04(xvii) and any modification, replacement, renewal, reinvestment or extension thereof; (B) Investments from non-Loan Party Subsidiaries to Loan Parties and (C) Investments from Loan Parties to non-Loan Party SubsidiariesDate; provided that if any Investment pursuant to this clause (ee) is made in any Person that is not a Restricted Subsidiary of the aggregate amount Borrower at the date of Investments under the making of such Investment and such Person becomes a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to Section 6.04(c) and shall cease to have been made pursuant to this Section 6.04(a)(xvii)(Cclause (dd), when taken together with any Indebtedness under Section 6.01(a)(xiii)(B), shall not exceed $10,000,000; (xviiiee) other Investments in respect consisting of earn-outs, milestones purchases and other similar deferred purchase price obligations in an aggregate amount not to exceed $4,000,000 in any fiscal year; provided that before and immediately after giving effect to any such Investment, no Specified Event acquisitions of Default has occurred and is continuing assets or would result therefrom; (xix) the licensing of intellectual property on arms’-length terms pursuant to joint marketing or joint venture arrangements with other Persons services in the ordinary course of business which do not materially interfere or consistent with the business of the Borrower industry or past practice and the Subsidiaries; andany xxxxxxx money deposits in connection therewith; (xxff) Investments in the form of prepayments of expenses, so long as such expenses were intercompany current liabilities owed to Unrestricted Subsidiaries or joint ventures incurred in the ordinary course of business and are paid or consistent with industry or past practice in accordance connection with customary trade terms cash management operations of the Borrower and its Subsidiaries; (gg) any Investment in any Subsidiary or any joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business or consistent with industry or past practice; and (hh) any Investment with respect to purchase options relating to the purchase of Stations by the Borrower and its Subsidiaries. ; provided that at the time any such Investment is made, the aggregate outstanding amount of all Investments made in reliance on this clause (bhh), when aggregated with all other Investments outstanding under this clause (hh), shall not exceed the greater of (A) $200,000,000 and (B) 21.6% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Investment. For purposes of determining compliance with this Section 6.04, in the event that an a proposed Investment (or any portion thereof) at any time meets the criteria of more than one of the categories of permitted Investments described in Section 6.04(a)(iclauses (a) through (xxhh) above, the Borrower will be entitled to classify or later divide, classify or reclassify (based on circumstances existing on the date of such reclassification) such Investment (or portion thereof) between such clauses (a) through (hh), in a manner that otherwise complies with this Section 6.04. In the event that a portion of the Investments could be classified as incurred under a “ratio-based” basket (giving pro forma effect to the making of such Investments), the Borrower, in its sole discretion, will may classify and may subsequently reclassify such portion of such Investment (or any portion thereof) in any as having been incurred pursuant to such “ratio-based” basket and thereafter the remainder of the Investments as having been incurred pursuant to one or more of the types other clauses of Investments described this 6.04 and if any such test would be satisfied in Section 6.04(a)(i) through (xx) above and will only any subsequent fiscal quarter following the relevant date of determination, then such reclassification shall be required deemed to include the amount and type of such Investment in such of the above clauses as determined by the Borrower have automatically occurred at such time. The Borrower will be entitled to divide and classify an Investment in more than one of the types of Investments described in Section 6.04(a)(i) through (xx) above. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, less any return of capital, without adjustment for subsequent increases or decreases in the value of such Investment.

Investments, Loans, Advances, Guarantees and Acquisitions. (a) The Borrower will notNo Loan Party will, nor will it permit any Subsidiary to, purchase make or acquire (including pursuant to maintain any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Investments, exceptInvestments other than: (ia) Permitted AcquisitionsInvestments existing on the date hereof in or to Subsidiaries and set forth on Schedule 6.04 and any extensions or amendments thereto not increasing the principal or capital amount thereof; (iib) Permitted Investments; (iiic) Investments existing on the Effective Date Capital Expenditures and set forth on Schedule 6.04(iii) and any modification, replacement, renewal, reinvestment or extension thereofcapitalized software development expenses; (ivd) Investments normal trade credit extended in the ordinary course of business and consistent with prudent business practice; (including cash payments e) advances to employees for business related, education or moving expenses to be incurred in respect the ordinary course of earn-outs, milestones and other similar deferred purchase price obligations) business in an aggregate amount not to exceedexceed $5,000,000 in the aggregate outstanding at any one time, (f) Investments by the Borrower and the Subsidiaries (other than a Massachusetts Securities Corporation) in Equity Interests in, when taken together with or capital or asset contributions to, their respective Subsidiaries; provided, that (i) any such Equity Interests held by a Loan Party shall be pledged pursuant to the Security Agreement (subject to the limitations and exceptions applicable to voting stock of a Subsidiary referred to in Section 5.11) and (ii) the aggregate amount of payments made pursuant Investments by Loan Parties in Subsidiaries that are not Loan Parties (together with outstanding intercompany loans to Subsidiaries that are not Loan Parties permitted under Section 6.08(b)(iii6.04(g) and outstanding Guarantees of Indebtedness of Subsidiaries that are not Loan Parties permitted under Section 6.04(h)) shall not exceed, $5,000,000 per fiscal year at any time outstanding, the greater of the Borrower and $25,000,000 during the term of this Agreement; provided that (x) before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom $50,000,000 and (y) pro forma Liquidity after giving effect thereto shall exceed $50,000,0005.0% of Consolidated Total Assets as of the last day of the most recently ended Reference Period for which Financial Statements are available (in each case determined without regard to any write-downs or write-offs); (vg) loans or advances made by the Borrower to any Subsidiary Loan Party and made by any Subsidiary Loan Party (other than a Massachusetts Securities Corporation) to the Borrower or any Subsidiary Loan Partyother Subsidiary; provided, provided that (i) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement; provided, however, that Security Agreement and (ii) the foregoing pledge requirement with respect to any intercompany indebtedness may be satisfied amount of such loans and advances made by delivery of an omnibus or global intercompany note executed by all Loan Parties as payees and all such obligors as payors; (vi) Guarantees constituting Indebtedness permitted by Section 6.01; (vii) receivables or other trade payables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business consistent with past practice and payable or dischargeable in accordance with customary trade terms, provided that such trade terms may include such concessionary trade terms as the Borrower or any such Subsidiary deems reasonable under the circumstances; (viii) Investments consisting of Equity Interests, obligations, securities or other property received in settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters Subsidiaries that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and not Loan Parties (together with outstanding Investments in Subsidiaries that are made in not Loan Parties permitted under Section 6.04(f) and outstanding Guarantees of Indebtedness of Subsidiaries that are not Loan Parties permitted under Section 6.04(h)) shall not exceed, at any time outstanding, the ordinary course greater of business; (x) loans or advances by the Borrower or any Subsidiary to employees (A) made for reasonable and customary business-related travel, entertainment, relocation and other ordinary business purposes $50,000,000 and (By) otherwise not exceeding $5,000,000 5.0% of Consolidated Total Assets as of the last day of the most recently ended Reference Period for which Financial Statements are available (in the aggregate at any time outstanding (each case determined without regard to any write-downs or write-offs of such loans or advancesoffs); (xih) Guarantees (other than by a Massachusetts Securities Corporation) constituting Indebtedness permitted by Section 6.01; provided, that the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party shall (together with outstanding Investments in Subsidiary that are not Loan Parties permitted under Section 6.04(f) and outstanding intercompany loans to Subsidiaries that are not Loan Parties permitted under Section 6.04(g)) shall not exceed, at any time outstanding, the greater of (x) $50,000,000 and (y) 5.0% of Consolidated Total Assets as of the last day of the most recently ended Reference Period for which Financial Statements are available (in each case determined without regard to any write-downs or write-offs); (i) Loans or advances made by the Borrower or any Subsidiary (other than a Massachusetts Securities Corporation) to any Person (including employees) not in the ordinary course of business not to exceed $5,000,000 in the aggregate outstanding at any one time; (j) the Polaris Tender Offer and the Polaris Investments; (k) Permitted Acquisitions; (l) Investments in the form of cash and obligations under Swap Agreements permitted by Section 6.146.05; (xiim) Investments consisting of any Person existing at security deposits with utilities and other like Persons made in the time such Person becomes a Subsidiary ordinary course of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries business; (including n) Investments received in connection with any insolvency proceedings in respect of any customers, suppliers or clients and in settlement of delinquent obligations of, and other disputes with, customers, suppliers or clients; (i) the eTouch Investments and (ii) the eTouch Acquisition; (p) Investments acquired in a Permitted Acquisition) so long as Acquisition to the extent that such investments were not made in contemplation of or in connection with such Person becoming a Subsidiary or Permitted Acquisition and were in existence prior to the date of such consolidation or mergerPermitted Acquisition; (xiiiq) upon foreclosure (or transfer of title in lieu of foreclosure) with respect to any secured Investment in a Person other than the Borrower or a Subsidiary and that, in each case, was made without contemplation of such foreclosure (or transfer of title in lieu of foreclosure); (r) Investments in the ordinary course of business consisting of Article 3 endorsements for collection or deposit; (s) the Borrower and its Subsidiaries may acquire and hold receivables and similar items owing to them in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; (t) Investments constituting customary deposits made in connection with the purchase of goods or services in the ordinary course of business; (u) Investments consisting of promissory notes and other non-cash consideration, in each case received in connection with the asset sales or dispositions of assets permitted by Section 6.056.12; provided that the applicable Loan Party complies with the requirements of the Security Agreement with respect to any such promissory notes or other instruments; (xivv) Investments constituting deposits described advances of payroll payments to employees in clauses (c) and (d) the ordinary course of the definition of the term “Permitted Encumbrances”business; (xvw) any endorsement of a check or other Investments (including medium of payment for deposit or collection, or any similar transaction in respect the normal course of earn-outs, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed the Available Basket Amount; provided that business; (x) before and immediately after giving effect Investments to any the extent that the consideration for such Investment, Investments is made solely with the Equity Interests of the Borrower; (y) so long as no Specified Default or Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $100,000,000; (xvi) Guarantees on a Pro Forma Basis, Investments by the Borrower or any Subsidiary in an aggregate amount, as valued at fair market value at the time each such Investment is made and not exceeding the Available Amount immediately prior to the time of leases (other than Capital Lease Obligations) or the making of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of businessany such Investment; (A) Investments from Loan Parties to non-Loan Party Subsidiaries existing on the Effective Date and set forth on Schedule 6.04(xvii) and any modification, replacement, renewal, reinvestment or extension thereof; (B) Investments from non-Loan Party Subsidiaries to Loan Parties and (C) Investments from Loan Parties to non-Loan Party Subsidiaries; provided that the aggregate amount of Investments under this Section 6.04(a)(xvii)(C), when taken together with any Indebtedness under Section 6.01(a)(xiii)(B), shall not exceed $10,000,000; (xviiiz) other Investments (as valued at the fair market value (as determined in respect good faith by the Borrower) of earn-outs, milestones and other similar deferred purchase price obligations such Investment at the time each such Investment is made) in an aggregate amount not to exceed exceeding, the greater of (x) $4,000,000 30,000,000 and (y) 3.0% of Consolidated Total Assets as of the last day of the most recently ended Reference Period for which Financial Statements are available (in any fiscal year; provided that before and immediately after giving effect each case determined without regard to any such Investment, no Specified Event of Default has occurred and is continuing write-downs or would result therefrom; (xix) the licensing of intellectual property on arms’-length terms pursuant to joint marketing or joint venture arrangements with other Persons in the ordinary course of business which do not materially interfere with the business of the Borrower and the Subsidiarieswrite-offs); and (xxaa) Investments by any Loan Party in any Massachusetts Securities Corporation, if and only if, and provided that, at the form time of prepayments of expenses, so long as and immediately after making any such expenses were incurred in the ordinary course of business and are paid in accordance with customary trade terms of Investments the Borrower will, on a Pro Forma Basis, not permit the Consolidated Total Net Leverage Ratio to be greater than 2.25 to 1.00 (with Consolidated Funded Debt measured at each such time and Consolidated EBITDA measured for the most recently ended Reference Period for which Financial Statements are available). Notwithstanding the foregoing, no Subsidiary that is a Massachusetts Securities Corporation shall make or maintain any of its SubsidiariesInvestments, other than Investments expressly permitted under Sections 6.04(b), (r) and (w). (b) For purposes of determining compliance with Section 6.04, in the event that an Investment (or any portion thereof) at any time meets the criteria of more than one of the categories of permitted Investments described in Section 6.04(a)(i) through (xx) above, the Borrower, in its sole discretion, will classify and may subsequently reclassify such Investment (or any portion thereof) in any one or more of the types of Investments described in Section 6.04(a)(i) through (xx) above and will only be required to include the amount and type of such Investment in such of the above clauses as determined by the Borrower at such time. The Borrower will be entitled to divide and classify an Investment in more than one of the types of Investments described in Section 6.04(a)(i) through (xx) above. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, less any return of capital, without adjustment for subsequent increases or decreases in the value of such Investment.

Investments, Loans, Advances, Guarantees and Acquisitions. (a) The Neither Holdings nor the Borrower will notwill, nor will it they permit any Restricted Subsidiary to, purchase or acquire (including pursuant to make any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any InvestmentsInvestment, except: (ia) Permitted AcquisitionsInvestments and cash; (iib) Permitted Investmentsinvestments constituting the purchase or other acquisition (in one transaction or a series of related transactions) of all or substantially all of the property and assets or business of any Person or of assets constituting a business unit, a line of business or division of such Person, or the Equity Interests in a Person that, upon the consummation thereof, will be a Restricted Subsidiary if, after giving effect thereto on a Pro Forma Basis, the Borrower would be in compliance with Sections 6.12 and 6.13; provided that the aggregate amount of cash consideration paid in respect of such investments (including in the form of loans or advances made to Restricted Subsidiaries that are not Loan Parties) by Loan Parties involving the acquisition of Restricted Subsidiaries that do not become Loan Parties shall not, at the time such investment is made and after giving effect thereto, cause the Non-Guarantor Investment Basket to be exceeded (provided, that to the extent such Restricted Subsidiaries do become Loan Parties, the aggregate amount outstanding in reliance on this clause (b) shall be reduced by the amount initially utilized); (iiic) [reserved]; (d) Investments existing on the Amendment and Restatement Effective Date and to the extent having a principal amount in excess of $5,000,000 individually set forth on Schedule 6.04(iii) 6.04 and any modification, replacement, renewal, reinvestment or extension thereof; (ive) Investments (including cash payments by Holdings in respect of earn-outs, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed, when taken together with the aggregate amount of payments made pursuant to Section 6.08(b)(iii), $5,000,000 per fiscal year of the Borrower and $25,000,000 during by Holdings, the term Borrower and the Restricted Subsidiaries in Equity Interests of this Agreementtheir respective Restricted Subsidiaries; provided that (xi) before any such Equity Interests held by a Loan Party in any other Loan Party shall be pledged to the extent required by the definition of the term “Collateral and immediately Guarantee Requirement” and (ii) the making of such Investment by any Loan Party in any Restricted Subsidiary that is not a Loan Party shall not, at the time such Investment is made and after giving effect thereto, cause the Non-Guarantor Investment Basket to be exceeded, provided that if any such Investmentinvestment under this subclause (ii) is made for the purpose of making an investment, no Specified Event loan or advance permitted under clause (u) of Default has occurred and is continuing this Section, the amount available under this clause (e) shall not be reduced by the amount of any such investment, loan or would result therefrom and advance which reduces the basket under clause (yu) pro forma Liquidity after giving effect thereto shall exceed $50,000,000of this Section; (vf) loans or advances made by Holdings or the Borrower to any Restricted Subsidiary Loan Party and made by any Restricted Subsidiary Loan Party to the Borrower or any Subsidiary Loan Party, other Restricted Subsidiary; provided that (i) any such loans and advances made by a Loan Party shall be evidenced evidenced, on and after the Effective Date, by a the Global Intercompany Note or other promissory note pledged pursuant notes reasonably acceptable to the Collateral Agreement; providedAdministrative Agent and (ii) the outstanding amount of such loans and advances made by Loan Parties to Restricted Subsidiaries that are not Loan Parties at the time such loans or advances are made, howeverand after giving effect thereto, shall not cause the Non-Guarantor Investment Basket to be exceeded, provided that the foregoing pledge requirement with respect any intercompany loans or advances made by any Loan Party to any Restricted Subsidiary that is not a Loan Party using the proceeds of intercompany indebtedness may be satisfied by delivery of an omnibus loans or global intercompany note executed by all advances received from Restricted Subsidiaries that are not Loan Parties as payees no more than 120 days prior to making such intercompany loan or advance shall not be taken into account in the calculation of any restriction or basket set forth in this subclause (ii) (including the Non-Guarantor Investment Basket); provided further that if any such loan or advance under this subclause (ii) is made for the purpose of making an investment, loan or advance permitted under clause (u) of this Section, the amount available under this clause (f) shall not be reduced by the amount of any such investment, loan or advance which reduces the basket under clause (u) of this Section, provided further that any loan or advance made by any Loan Party to a Restricted Subsidiary that is not a Loan Party, for the purposes of calculating usage under this subclause (ii) and all the Non-Guarantor Investment Basket, shall be reduced dollar-for-dollar by any amounts owed by such obligors as payorsLoan Party to such Restricted Subsidiary that is not a Loan Party; (vig) Guarantees constituting Indebtedness permitted by Section 6.01; (vii) receivables or other trade payables owing to Holdings, the Borrower or any Restricted Subsidiary if created in respect of Indebtedness permitted under Section 6.01 and in respect of other obligations not otherwise contemplated by this Section 6.04, in each case of Holdings, the Borrower or acquired any Restricted Subsidiary; provided that any such Guarantees of Indebtedness and such other obligations, in each case of Restricted Subsidiaries that are not Loan Parties by any Loan Party (other than with respect to Cash Management Financing Facilities) shall not, at the time any such Guarantee is provided and after giving effect thereto, cause the Non-Guarantor Investment Basket to be exceeded; (h) loans or advances to directors, officers, consultants or employees of Holdings, the Borrower or any Restricted Subsidiary made in the ordinary course of business consistent with past practice and payable or dischargeable in accordance with customary trade termsof Holdings, provided that such trade terms may include such concessionary trade terms as the Borrower or such Restricted Subsidiary, as applicable, not exceeding $10,000,000 in the aggregate outstanding at any time (determined without regard to any write-downs or write-offs of such Subsidiary deems reasonable under the circumstancesloans or advances); (viiii) Investments consisting of Equity Interests, obligations, securities or other property received in settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses of Holdings, the Borrower or any Restricted Subsidiary for accounting purposes and that are made in the ordinary course of business; (xj) loans investments received in connection with the bankruptcy or advances by reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers or upon the Borrower foreclosure with respect to any secured Investment or other transfer of title with respect to any Subsidiary to employees (A) made for reasonable and customary business-related travelsecured Investment, entertainment, relocation and other ordinary business purposes and (B) otherwise not exceeding $5,000,000 in each case in the aggregate at ordinary course of business; (k) investments in the form of Hedging Agreements permitted by Section 6.07 (including any time outstanding (determined without regard Back to any write-downs or write-offs of such loans or advancesBack Arrangements); (xil) Investments in the form of Swap Agreements permitted by Section 6.14; (xii) Investments investments of any Person existing at the time such Person becomes a Restricted Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) Restricted Subsidiary so long as such investments were not made in contemplation of such Person becoming a Restricted Subsidiary or of such consolidation or merger; (xiiim) Investments received in connection with the dispositions of assets permitted by Section 6.05; (xiv) Investments constituting investments resulting from pledges or deposits described in clauses clause (c) and or (d) of the definition of the term “Permitted EncumbrancesEncumbrance”; (xvn) investments made as a result of the receipt of noncash consideration from a sale, transfer, lease or other Investments (including disposition of any asset in respect of earn-outs, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed the Available Basket Amount; provided that (x) before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $100,000,000compliance with Section 6.05; (xvio) Guarantees investments that result solely from the receipt by Holdings, the Borrower or any Restricted Subsidiary from any of its Subsidiaries of a dividend or other Restricted Payment in the form of Equity Interests, evidences of Indebtedness or other securities (but not any additions thereto made after the date of the receipt thereof); (p) receivables or other trade payables owing to the Borrower or a Restricted Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided that such trade terms may include such concessionary trade terms as the Borrower or any Restricted Subsidiary deems reasonable under the circumstances; (q) mergers and consolidations permitted under Section 6.03 that do not involve any Person other than Holdings, the Borrower and Restricted Subsidiaries that are wholly owned Restricted Subsidiaries; (r) Investments in the form of letters of credit, bank guarantees, performance bonds or similar instruments or other creditor support or reimbursement obligations made in the ordinary course of business by Holdings or the Borrower on behalf of any Restricted Subsidiary and made by any Restricted Subsidiary on behalf of the Borrower or any other Restricted Subsidiary; provided that at the time such letters of credit, bank guarantees, performance bonds or similar instruments or other creditor support or reimbursement obligations are made by Loan Parties on behalf of Restricted Subsidiaries that are not Loan Parties pursuant to this clause (r), and after giving effect thereto, such obligations shall not cause the Non-Guarantor Investment Basket to be exceeded; (s) Guarantees by Holdings, the Borrower or any Restricted Subsidiary of leases (other than Capital Lease ObligationsCapitalized Leases) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business; (At) Investments from Loan Parties to non-Loan Party Subsidiaries existing on Investments, so long as, after giving effect thereto, the Effective Date and set forth on Schedule 6.04(xvii) and any modification, replacement, renewal, reinvestment or extension thereof; (B) Investments from non-Loan Party Subsidiaries to Loan Parties and (C) Investments from Loan Parties to non-Loan Party Subsidiaries; provided that the aggregate amount of Investments under this Section 6.04(a)(xvii)(C), when taken together with any Indebtedness under Section 6.01(a)(xiii)(B), shall Consolidated Total Leverage Ratio does not exceed $10,000,0001.75:1.00; (xviiiu) other Investments by the Borrower or any Restricted Subsidiary (and loans and advances by Holdings) in respect an aggregate amount, as valued at cost at the time each such Investment is made and including all related commitments for future Investments (and the principal amount of earn-outsany Indebtedness that is assumed or otherwise incurred in connection with such Investment), milestones and other similar deferred purchase price obligations outstanding under this clause (u) at any time in an aggregate amount not to exceed exceeding the sum of (i) the greater of (x) $4,000,000 in any fiscal year; provided that before 300,000,000 and immediately after giving effect to any such Investment, (y) 75% of LTM Consolidated EBITDA plus (ii) so long as no Specified Default or Event of Default has occurred and is continuing or would result therefrom, the Available Amount at such time in the aggregate for all such investments made or committed to be made from and after the Effective Date plus an amount equal to any returns of capital or sale proceeds actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such investment was made); (xixv) the licensing Investments consisting of intellectual property on arms’-length terms pursuant to joint marketing or joint venture arrangements with other Persons (i) extensions of trade credit and accommodation guarantees in the ordinary course of business which do and (ii) loans and advances to customers; provided that the aggregate principal amount of such loans and advances outstanding under this clause (ii) at any time shall not materially interfere with the business of the Borrower and the Subsidiaries; andexceed $10,000,000; (xxw) [reserved]; (x) Investments in the form ordinary course of prepayments business consisting of expensesUniform Commercial Code Article 3 endorsements for collection or deposit and Uniform Commercial Code Article 4 customary trade arrangements with customers in the ordinary course of business; (y) Investments (A) for utilities, so long as such security deposits, leases and similar prepaid expenses were incurred in the ordinary course of business and are paid (B) in accordance the form of trade accounts created, or prepaid expenses accrued, in the ordinary course of business; (z) non-cash Investments in connection with tax planning and reorganization activities; provided that, after giving effect to any such activities, the security interests of the Lenders in the Collateral, taken as a whole, would not be materially impaired; (aa) customary trade terms Investments in connection with Permitted Receivables Facilities; (bb) Investments in joint ventures and Unrestricted Subsidiaries; provided that at the time of any such Investment on a Pro Forma Basis, the aggregate amount at any time outstanding of all such Investments made in reliance on this clause (bb) shall not exceed the greater of (x) $50,000,000 and (y) 12% of LTM Consolidated EBITDA; (cc) Investments in the form of loans or advances made to distributors and suppliers in the ordinary course of business; and (dd) to the extent they constitute Investments, guaranties in the ordinary course of business of the obligations of suppliers, customers, franchisees, lessors and licensees of the Borrower or and any of its Subsidiaries. (b) Restricted Subsidiary. For purposes of determining compliance with this Section 6.04, in the event that an if any Investment (or any a portion thereof) at any time meets the criteria of would be permitted pursuant to one or more than one of the categories provisions described above and/or one or more of permitted Investments described the exceptions contained in this Section 6.04(a)(i) through 6.04 (xx) aboveother than ratio-based baskets, if any), Holdings, the Borrower, in its sole discretion, will Borrower and the Restricted Subsidiaries may divide and classify and may subsequently reclassify such Investment (or any a portion thereof) in any one or more manner that complies with this covenant and may later divide and reclassify any such Investment so long as the Investment (as so divided and/or reclassified) would be permitted to be made in reliance on the applicable exception as of the types of Investments described in Section 6.04(a)(i) through (xx) above and will only be required to include the amount and type date of such Investment in such of the above clauses as determined by the Borrower at such time. The Borrower will be entitled to divide and classify an Investment in more than one of the types of Investments described in Section 6.04(a)(i) through (xx) above. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, less any return of capital, without adjustment for subsequent increases or decreases in the value of such Investmentreclassification.

Investments, Loans, Advances, Guarantees and Acquisitions. (a) The Each Borrower will not, nor and will it not permit any Restricted Subsidiary to, purchase purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any InvestmentsEquity Interests in or evidences of Indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any Indebtedness of, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit or all or substantially all of the assets of a division or branch of any Person (any one of the actions described in the foregoing provisions of this Section 6.04, herein an “Investment”), except: (ia) Permitted AcquisitionsInvestments in connection with the Transactions, the Merger and the Recapitalization; provided that such transactions are consummated in all material respects in accordance with the Transaction Agreement (provided that the Transaction Agreement shall not have been altered, amended or otherwise changed or supplemented or any provision or condition therein waived by the Parent Borrower or its Affiliates, and neither the Parent Borrower nor any of its Affiliates shall have consented to any action which would require the consent of the Parent Borrower or such Affiliate under the Transaction Agreement if such alteration, amendment, change, supplement, waiver or consent would be adverse to the interests of the Lenders in any material respect, in each case without the prior written consent of the Administrative Agent); (iib) Permitted InvestmentsInvestments in the form of cash, Cash Equivalents and Investments that were Cash Equivalents when such Investments were made; (iiic) Investments (i) existing on on, or contractually committed as of, the Effective Date date hereof and set forth on Schedule 6.04(iii6.04, (ii) consisting of intercompany Investments outstanding on the date hereof, and (iii) and any modification, replacement, renewal, reinvestment renewal or extension thereofof the foregoing; provided that the amount of the original Investment is not increased except by the terms of such Investment or as otherwise permitted by this Section 6.04; (ivd) Investments among the Parent Borrower and its Restricted Subsidiaries (including cash payments between or among Restricted Subsidiaries and including in respect of earn-outs, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed, when taken together connection with the aggregate amount formation of payments made pursuant to Section 6.08(b)(iiiRestricted Subsidiaries), $5,000,000 per fiscal year of the Borrower and $25,000,000 during the term of this Agreement; provided that (x) before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $50,000,000; (v) loans or advances made by the Borrower to any Subsidiary Loan Party and made by any Subsidiary Loan Party to the Borrower or any Subsidiary Loan Party, provided that any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement; provided, however, that the foregoing pledge requirement with respect to any intercompany indebtedness may be satisfied by delivery of an omnibus or global intercompany note executed by all Loan Parties as payees and all such obligors as payors; (vie) Guarantees constituting Indebtedness permitted by Section 6.016.01 and payments thereon or Investments in respect thereof in lieu of such payments; provided that (i) the aggregate principal amount of Indebtedness of Subsidiaries that are Unrestricted Subsidiaries that is Guaranteed by any Loan Party shall be subject to the limitation set forth in clause (q) below (it being understood that any such Guarantee in reliance upon the reference to such clause (q) shall reduce the amount otherwise available under such clause (q) while such Guarantee is outstanding), (ii) if such Guarantee is by a non-Loan Party, such non-Loan Party would have been able to incur the Guaranteed Indebtedness directly under Section 6.01 (for the avoidance of doubt, without duplication of the primary and Guaranteed obligations with respect to underlying Indebtedness primary Indebtedness of a non-Loan Party) and (iii) if the Guaranteed Indebtedness is subordinated the Guarantee of such Indebtedness is subordinated on the same terms; (viif) receivables Investments received (i) in connection with the bankruptcy or other trade payables owing reorganization of, or settlement of delinquent accounts or disputes with or judgments against, any Person, or foreclosure or deed in lieu of foreclosure with respect to the Borrower or any Subsidiary if created or acquired Lien held as security for an obligation, in each case in the ordinary course of business consistent business, (ii) upon the foreclosure with past practice and payable respect to any secured Investment, (iii) as a result of the settlement, compromise or dischargeable in accordance with customary trade termsresolution of litigation, provided that such trade terms may include such concessionary trade terms as the Borrower or any such Subsidiary deems reasonable under the circumstances; (viii) Investments consisting of Equity Interests, obligations, securities arbitration or other property received disputes or (iv) in settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made debt created in the ordinary course of business; (xg) loans or advances by the Borrower or any Subsidiary to employees (A) made for reasonable and customary business-related travel, entertainment, relocation notes and other ordinary business purposes and (B) otherwise not exceeding $5,000,000 in the aggregate at any time outstanding (determined without regard to any writenon-downs or write-offs of such loans or advances); (xi) Investments in the form of Swap Agreements permitted by Section 6.14; (xii) Investments of any Person existing at the time such Person becomes a Subsidiary cash consideration received as part of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiii) Investments received in connection with the dispositions purchase price of assets permitted by subject to a Disposition pursuant to Section 6.05; (xivh) Investments constituting deposits described in clauses (c) and (d) advances or extensions of the definition of the term “Permitted Encumbrances”; (xv) other Investments (including in respect of earn-outs, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed the Available Basket Amount; provided that (x) before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $100,000,000; (xvi) Guarantees by the Borrower or any Subsidiary of leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into trade credit in the ordinary course of business; (Ai) Investments from Loan Parties to non-Loan Party Subsidiaries existing on the Effective Date and set forth on Schedule 6.04(xvii) and any modification, replacement, renewal, reinvestment or extension thereof; (B) Investments from non-Loan Party Subsidiaries to Loan Parties and (C) Investments from Loan Parties to non-Loan Party Subsidiariesarising in connection with Swap Agreements permitted by Section 6.06; provided that the aggregate amount of Investments by Loan Parties in or for the benefit of Unrestricted Subsidiaries shall be subject to the limitation set forth in clause (q) below (it being understood that any such Investment in reliance upon the reference to such clause (q) shall reduce the amount otherwise available under this Section 6.04(a)(xvii)(Csuch clause (q) while such Swap Agreement is outstanding), when taken together with any Indebtedness under Section 6.01(a)(xiii)(B), shall not exceed $10,000,000; (xviiij) loans and advances to future, present or former officers, directors, employees, members of management or consultants of the Parent Borrower and its Restricted Subsidiaries made (i) in the ordinary course of business for travel and entertainment expenses, relocation costs and similar purposes or consistent with past practices and (ii) in connection with such Person’s purchase of Equity Interests of the Parent Borrower; provided that, to the extent such loans or advances are made in cash, the amount of such loans and advances used to acquire such Equity Interests shall be contributed or paid to the Parent Borrower in cash, and (iii) for any other Investments in respect of earn-outs, milestones and other similar deferred purchase price obligations purpose in an aggregate amount not to exceed $4,000,000 20,000,000 for all such loans and advances in the aggregate at any fiscal year; provided that before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefromone time outstanding; (xixk) the licensing of intellectual property on arms’-length terms pursuant to joint marketing or joint venture arrangements with other Persons in the ordinary course of business which do not materially interfere with the business of the Parent Borrower and the Subsidiaries; and Restricted Subsidiaries may make Investments using the Net Proceeds actually received by the Parent Borrower from and after the Closing Date from the sale of Equity Interests of the Parent Borrower (xxother than (i) Investments in Disqualified Equity Interests, (ii) Equity Interests issued or sold to a Restricted Subsidiary or an employee stock ownership plan or similar trust to the form extent such sale to an employee stock ownership plan or similar trust is financed by loans from or Guaranteed by the Parent Borrower or any Restricted Subsidiary unless such loans have been repaid with cash on or prior to the date of prepayments determination, (iii) Equity Interests the Net Proceeds of expenses, which are used to repay long-term Indebtedness for borrowed money (other than revolving loans) and (iv) Specified Equity Contributions) so long as such expenses were incurred in Net Proceeds are Not Otherwise Applied; (l) the ordinary course of business and are paid in accordance with customary trade terms Parent Borrower or a Restricted Subsidiary may purchase, hold or acquire (including pursuant to a merger, consolidation, amalgamation or otherwise) at least a majority of the Borrower or any Equity Interests of its Subsidiaries. a Person (b) For purposes of determining compliance including with Section 6.04, in the event that an Investment (or any portion thereof) at any time meets the criteria of more than one of the categories of permitted Investments described in Section 6.04(a)(i) through (xx) above, the Borrower, in its sole discretion, will classify and may subsequently reclassify such Investment (or any portion thereof) in any one or more of the types of Investments described in Section 6.04(a)(i) through (xx) above and will only be required respect to include the amount and type of such Investment in such of the above clauses as determined by the Borrower at such time. The Borrower will be entitled to divide and classify an Investment in more than a Restricted Subsidiary that serves to increase the Parent Borrower’s or its Restricted Subsidiaries’ respective ownership of Equity Interests therein) and may purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the types of Investments described in Section 6.04(a)(i) through (xx) above. For purposes of covenant compliance, the amount assets of any Investment shall be other Person or all or substantially all of the amount actually investedassets of a division, less any return line of capital, without adjustment for subsequent increases business or decreases in the value branch of such Investment.Person, if, with respect to each such acquisition (a “Permitted Acquisition”):

Investments, Loans, Advances, Guarantees and Acquisitions. (a) The Borrower will not, nor and will it not permit any Subsidiary of its Subsidiaries to, purchase make, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any InvestmentsInvestment, except: (ia) Permitted Acquisitionsthe Acquisition; (iib) Permitted Investments; (iiic) Investments existing on the Effective Date date hereof and set forth on Schedule 6.04(iii) and any modification, replacement, renewal, reinvestment or extension thereof6.04; (ivd) Investments by the Borrower and its Subsidiaries in Equity Interests in (including cash payments in respect i) Subsidiaries that are Subsidiary Loan Parties immediately prior to the time of earn-outs, milestones such Investments and other similar deferred purchase price obligations(ii) in an aggregate amount not to exceed, when taken together with Foreign Subsidiaries; provided that the aggregate amount of payments made pursuant to Section 6.08(b)(iii)investments by Loan Parties in, $5,000,000 per fiscal year loans and advances by Loan Parties to, and Guarantees by Loan Parties of Indebtedness of, Subsidiaries that are not Loan Parties (including all such investments, loans, advances and Guarantees existing on the Borrower and $25,000,000 during the term of this Agreement; provided that (x) before and immediately after giving effect to Effective Date but excluding any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (yInvestments made after the Effective Date with Designated Equity Proceeds) pro forma Liquidity after giving effect thereto shall not exceed $50,000,00030,000,000 at any time outstanding; (ve) loans or advances made by the Borrower to any Subsidiary Loan Party and made by any Subsidiary Loan Party to the Borrower or any Subsidiary Loan Party, other Subsidiary; provided that (A) any such loans and advances made by to a Loan Party shall be subordinated to the Obligations pursuant to the Affiliate Subordination Agreement and shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement; provided, however, that Agreement and (B) the foregoing pledge requirement with respect to any intercompany indebtedness may be satisfied amount of such loans and advances made by delivery of an omnibus or global intercompany note executed by all Loan Parties as payees and all such obligors as payorsto Subsidiaries that are not Loan Parties shall be subject to the limitation set forth in clause (d) above; (vif) Guarantees constituting Indebtedness permitted by Section 6.01; provided that (i) a Subsidiary shall not Guarantee either the Senior Subordinated Debt or the Senior Unsecured Debt unless (A) such Subsidiary also has Guaranteed the Obligations pursuant to the Collateral Agreement, (B) such Guarantee of the Senior Subordinated Debt is subordinated to such Guarantee of the Obligations on terms no less favorable to the Lenders than the subordination provisions of the Senior Subordinated Debt and (C) such Guarantee of the Senior Subordinated Debt and Senior Unsecured Debt provides for the release and termination thereof, without action by any party, upon any release and termination of such Guarantee of the Obligations, and (ii) the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation set forth in clause (d) above; (viig) receivables or other trade payables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business consistent with past practice and payable or dischargeable in accordance with customary trade termsPermitted Acquisitions, provided that such trade terms may include Permitted Acquisitions shall be made (i) for consideration consisting of common stock of the Parent or Holdings or Non-Cash Pay Preferred Stock or with Designated Equity Proceeds or (ii) to the extent not made for such concessionary trade terms as stock consideration or with Designated Equity Proceeds, for other consideration provided that the Borrower aggregate cumulative amount of such other consideration paid after the Effective Date for all such Permitted Acquisitions (including any Indebtedness of any acquired entity existing immediately after consummation of such acquisition or repaid or assumed by Holdings or a Subsidiary in connection therewith) shall not exceed $300,000,000 or, if at the time of and after giving pro forma effect to any such Subsidiary deems reasonable under Permitted Acquisition, the circumstancesPro Forma Leverage Ratio would be less than 5.00 to 1.00, $450,000,000; (viiih) Investments consisting of Equity Interests, obligations, securities or other property investments (including debt obligations and equity securities) received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts of and disputes with with, customers and suppliers suppliers, in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made each case in the ordinary course of business; (xi) loans or advances by the Borrower or any Subsidiary to employees (A) made for reasonable and customary business-related travel, entertainment, relocation and other ordinary business purposes and (B) otherwise not exceeding $5,000,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs extensions of such loans or advances); (xi) Investments in the form of Swap Agreements permitted by Section 6.14; (xii) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiii) Investments received in connection with the dispositions of assets permitted by Section 6.05; (xiv) Investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (xv) other Investments (including in respect of earn-outs, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed the Available Basket Amount; provided that (x) before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $100,000,000; (xvi) Guarantees by the Borrower or any Subsidiary of leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into trade credit in the ordinary course of business; (Aj) Investments from Loan Parties to consisting of non-Loan Party Subsidiaries existing on cash consideration received in respect of sales, transfers or other dispositions of assets to the Effective Date and set forth on Schedule 6.04(xvii) and any modification, replacement, renewal, reinvestment or extension thereof; (B) Investments from non-Loan Party Subsidiaries to Loan Parties and (C) Investments from Loan Parties to non-Loan Party Subsidiaries; provided that the aggregate amount of Investments under this extent permitted by Section 6.04(a)(xvii)(C), when taken together with any Indebtedness under Section 6.01(a)(xiii)(B), shall not exceed $10,000,0006.05; (xviiik) other Investments Swap Agreements entered into in respect of earn-outs, milestones and other similar deferred purchase price obligations in an aggregate amount not to exceed $4,000,000 in any fiscal year; provided that before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefromcompliance with Section 6.07; (xixl) the licensing of intellectual property on arms’-length terms pursuant to joint marketing or joint venture arrangements with other Persons in the ordinary course of business which do not materially interfere with the business of loans and advances by the Borrower and the Subsidiaries; and (xx) Investments in the form any of prepayments of expenses, so long as such expenses were incurred its Subsidiaries to their employees or to Associated Employees in the ordinary course of business and are paid for bona fide business purposes in accordance with customary trade terms of the Borrower or any of its Subsidiaries. (b) For purposes of determining compliance with Section 6.04, in the event that an Investment (or any portion thereof) aggregate amount at any time meets outstanding not in excess of $15,000,000; and (m) Investments in Unrestricted Subsidiaries and any other Person (other than Foreign Subsidiaries) made with Designated Equity Proceeds or, to the criteria of more than one of the categories of permitted Investments described in Section 6.04(a)(i) through (xx) above, the Borrowerextent not made with Designated Equity Proceeds, in its sole discretion, will classify and may subsequently reclassify such Investment (or an aggregate amount at any portion thereof) time outstanding not in any one or more excess of the types of Investments described in Section 6.04(a)(i) through (xx) above and will only be required to include the amount and type of such Investment in such of the above clauses as determined by the Borrower at such time. The Borrower will be entitled to divide and classify an Investment in more than one of the types of Investments described in Section 6.04(a)(i) through (xx) above. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, less any return of capital, without adjustment for subsequent increases or decreases in the value of such Investment$75,000,000.

Investments, Loans, Advances, Guarantees and Acquisitions. (a) The Borrower will not, nor and will it not permit any Subsidiary of its Subsidiaries to, purchase make, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any InvestmentsInvestment, except: (ia) Permitted Acquisitionsthe West Acquisition; (iib) Permitted Investments; (iiic) Investments existing on the Effective Date date hereof and set forth on Schedule 6.04(iii) and any modification, replacement, renewal, reinvestment or extension thereof6.04; (ivd) Investments by the Borrower and its Subsidiaries in Equity Interests in (including cash payments in respect i) Subsidiaries that are Subsidiary Loan Parties immediately prior to the time of earn-outs, milestones such Investments and other similar deferred purchase price obligations(ii) in an aggregate amount not to exceed, when taken together with Foreign Subsidiaries; provided that the aggregate amount of payments made pursuant to Section 6.08(b)(iii)investments by Loan Parties in, $5,000,000 per fiscal year loans and advances by Loan Parties to, and Guarantees by Loan Parties of Indebtedness of, Subsidiaries that are not Loan Parties (including all such investments, loans, advances and Guarantees existing on the Borrower and $25,000,000 during the term of this Agreement; provided that (x) before and immediately after giving effect to Original Closing Date but excluding any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (yInvestments made after the Original Closing Date with Designated Equity Proceeds) pro forma Liquidity after giving effect thereto shall not exceed $50,000,00030,000,000 at any time outstanding; (ve) loans or advances made by the Borrower to any Subsidiary Loan Party and made by any Subsidiary Loan Party to the Borrower or any Subsidiary Loan Party, other Subsidiary; provided that (A) any such loans and advances made by to a Loan Party shall be subordinated to the Obligations pursuant to the Affiliate Subordination Agreement and shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement; provided, however, that Agreement and (B) the foregoing pledge requirement with respect to any intercompany indebtedness may be satisfied amount of such loans and advances made by delivery of an omnibus or global intercompany note executed by all Loan Parties as payees and all such obligors as payorsto Subsidiaries that are not Loan Parties shall be subject to the limitation set forth in clause (d) above; (vif) Guarantees constituting Indebtedness permitted by Section 6.01; provided that (i) a Subsidiary shall not Guarantee either the Senior Subordinated Debt or the Senior Unsecured Debt unless (A) such Subsidiary also has Guaranteed the Obligations pursuant to the Collateral Agreement, (B) such Guarantee of the Senior Subordinated Debt is subordinated to such Guarantee of the Obligations on terms no less favorable to the Lenders than the subordination provisions of the Senior Subordinated Debt and (C) such Guarantee of the Senior Subordinated Debt and Senior Unsecured Debt provides for the release and termination thereof, without action by any party, upon any release and termination of such Guarantee of the Obligations, and (ii) the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation set forth in clause (d) above; (viig) receivables or other trade payables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business consistent with past practice and payable or dischargeable in accordance with customary trade termsPermitted Acquisitions, provided that such trade terms may include Permitted Acquisitions shall be made (i) for consideration consisting of common stock of the Parent or Holdings or Non-Cash Pay Preferred Stock or with Designated Equity Proceeds or (ii) to the extent not made for such concessionary trade terms as stock consideration or with Designated Equity Proceeds, for other consideration provided that the Borrower aggregate cumulative amount of such other consideration paid after the Original Closing Date for all such Permitted Acquisitions (including any Indebtedness of any acquired entity existing immediately after consummation of such acquisition or repaid or assumed by Holdings or a Subsidiary in connection therewith) shall not exceed $300,000,000 or, if at the time of and after giving pro forma effect to any such Subsidiary deems reasonable under Permitted Acquisition, the circumstancesPro Forma Leverage Ratio would be less than 5.00 to 1.00, $450,000,000; (viiih) Investments consisting of Equity Interests, obligations, securities or other property investments (including debt obligations and equity securities) received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts of and disputes with with, customers and suppliers suppliers, in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made each case in the ordinary course of business; (xi) loans or advances by the Borrower or any Subsidiary to employees (A) made for reasonable and customary business-related travel, entertainment, relocation and other ordinary business purposes and (B) otherwise not exceeding $5,000,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs extensions of such loans or advances); (xi) Investments in the form of Swap Agreements permitted by Section 6.14; (xii) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiii) Investments received in connection with the dispositions of assets permitted by Section 6.05; (xiv) Investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (xv) other Investments (including in respect of earn-outs, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed the Available Basket Amount; provided that (x) before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $100,000,000; (xvi) Guarantees by the Borrower or any Subsidiary of leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into trade credit in the ordinary course of business; (Aj) Investments from Loan Parties to consisting of non-Loan Party Subsidiaries existing on cash consideration received in respect of sales, transfers or other dispositions of assets to the Effective Date and set forth on Schedule 6.04(xvii) and any modification, replacement, renewal, reinvestment or extension thereof; (B) Investments from non-Loan Party Subsidiaries to Loan Parties and (C) Investments from Loan Parties to non-Loan Party Subsidiaries; provided that the aggregate amount of Investments under this extent permitted by Section 6.04(a)(xvii)(C), when taken together with any Indebtedness under Section 6.01(a)(xiii)(B), shall not exceed $10,000,0006.05; (xviiik) other Investments Swap Agreements entered into in respect of earn-outs, milestones and other similar deferred purchase price obligations in an aggregate amount not to exceed $4,000,000 in any fiscal year; provided that before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefromcompliance with Section 6.07; (xixl) the licensing of intellectual property on arms’-length terms pursuant to joint marketing or joint venture arrangements with other Persons in the ordinary course of business which do not materially interfere with the business of loans and advances by the Borrower and the Subsidiaries; and (xx) Investments in the form any of prepayments of expenses, so long as such expenses were incurred its Subsidiaries to their employees or to Associated Employees in the ordinary course of business and are paid for bona fide business purposes in accordance with customary trade terms of the Borrower or any of its Subsidiaries. (b) For purposes of determining compliance with Section 6.04, in the event that an Investment (or any portion thereof) aggregate amount at any time meets outstanding not in excess of $15,000,000; (m) Investments consisting of Sellers' Retained Interests in Securitizations permitted by Section 6.05; and (n) Investments in Unrestricted Subsidiaries and any other Person (other than Foreign Subsidiaries) made with Designated Equity Proceeds or, to the criteria of more than one of the categories of permitted Investments described in Section 6.04(a)(i) through (xx) above, the Borrowerextent not made with Designated Equity Proceeds, in its sole discretion, will classify and may subsequently reclassify such Investment (or an aggregate amount at any portion thereof) time outstanding not in any one or more excess of the types of Investments described in Section 6.04(a)(i) through (xx) above and will only be required to include the amount and type of such Investment in such of the above clauses as determined by the Borrower at such time. The Borrower will be entitled to divide and classify an Investment in more than one of the types of Investments described in Section 6.04(a)(i) through (xx) above. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, less any return of capital, without adjustment for subsequent increases or decreases in the value of such Investment$75,000,000.

Investments, Loans, Advances, Guarantees and Acquisitions. (a) The Each Borrower will not, nor will it permit any Subsidiary to, purchase make or acquire (including pursuant suffer to exist any merger with Investment or to become or remain a partner in any Person that was not a wholly owned Subsidiary prior partnership or joint venture, or to such merger) make any InvestmentsAcquisition of any Person, except: (i) Permitted Acquisitions; (iia) Permitted Investments; (iii) Investments existing on the Effective Date and set forth on Schedule 6.04(iii) and any modification, replacement, renewal, reinvestment or extension thereof; (iv) Investments (including cash payments in respect of earn-outs, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed, when taken together with the aggregate amount of payments made pursuant to Section 6.08(b)(iii), $5,000,000 per fiscal year of the Borrower and $25,000,000 during the term of this Agreement; provided that (x) before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $50,000,000; (v) loans or advances made by the Borrower to any Subsidiary Loan Party and made by any Subsidiary Loan Party to the Borrower or any Subsidiary Loan Party, provided that any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement; provided, however, that the foregoing pledge requirement with respect to any intercompany indebtedness may be satisfied by delivery of an omnibus or global intercompany note executed by all Loan Parties as payees and all such obligors as payors; (vi) Guarantees constituting Indebtedness permitted by Section 6.01; (vii) receivables or other trade payables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business consistent with past practice and payable or dischargeable in accordance with customary trade terms, provided that such trade terms may include such concessionary trade terms as the Borrower or any such Subsidiary deems reasonable under the circumstances; (viii) Investments consisting of Equity Interests, obligations, securities or other property received in settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ixb) Investments by the a Borrower or any Subsidiary in payrolla Borrower or any Subsidiary; (c) Investments in Advertising Entities, travel provided that the aggregate amount of Investments in Advertising Entities made during the period from the Closing Date to the Maturity Date shall not exceed Cdn.$50,000,000; (d) other Investments in existence on the Closing Date and similar described on Schedule 6.4; (e) Investments consisting of (a) intercompany asset dispositions to the extent permitted by Section 6.5(b) and (b) intercompany loans and advances to cover matters that are expected at permitted by Section 6.1; (f) Investments in trade receivables or received in connection with the time bankruptcy or reorganization of such advances ultimately to be treated as expenses for accounting purposes suppliers and that are made customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business; (xg) loans or advances Investments consisting of deposit accounts maintained by the Borrower or any Subsidiary to employees (A) made for reasonable and customary business-related travel, entertainment, relocation and other ordinary business purposes and (B) otherwise not exceeding $5,000,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances); (xi) Investments in the form of Swap Agreements permitted by Section 6.14; (xii) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiii) Investments received in connection with the dispositions of assets permitted by Section 6.05; (xiv) Investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (xv) other Investments (including in respect of earn-outs, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed the Available Basket Amount; provided that (x) before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $100,000,000; (xvi) Guarantees by the Borrower or any Subsidiary of leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business; (Ah) Investments from Loan Parties to non-Loan Party Subsidiaries existing on consisting of partnership or other equity interests in any partnership, joint venture or other Person so long as such partnership, joint venture or Person is in a line of business that does not violate the Effective Date and set forth on Schedule 6.04(xvii) and any modification, replacement, renewal, reinvestment terms or extension thereof; (B) Investments from non-Loan Party Subsidiaries to Loan Parties and (C) Investments from Loan Parties to non-Loan Party Subsidiaries; provided that the aggregate amount provisions of Investments under this Section 6.04(a)(xvii)(C6.3(b), when taken together with any Indebtedness under Section 6.01(a)(xiii)(B), shall not exceed $10,000,000; (xviiii) other Investments Acquisitions meeting the following requirements or otherwise approved by the Required Lenders (each such Acquisition constituting a “Permitted Acquisition”): (A) no Default or Event of Default shall have occurred and be continuing or would result from such Acquisition or the incurrence of any Indebtedness in respect of earn-outsconnection therewith and, milestones and other similar deferred purchase price obligations in an aggregate amount not to exceed $4,000,000 in any fiscal year; provided that both before and immediately after giving effect to any such InvestmentAcquisition, no Specified Event of Default has occurred and is continuing or would result therefrom; (xix) the licensing of intellectual property on arms’-length terms pursuant to joint marketing or joint venture arrangements with other Persons in the ordinary course of business which do not materially interfere with the business all of the Borrower representations and warranties contained herein shall be true and correct in all material respects (other than the Subsidiariesrepresentation and warranty in Section 3.4(b)), unless such representation and warranty is made as of a specific date, in which case, such representation or warranty shall be true and correct in all material respects as of such date; and (xxB) Investments the Acquisition is consummated pursuant to a negotiated acquisition agreement on a non-hostile basis and approved by the target company’s board of directors (and shareholders, if necessary) prior to the consummation of the Acquisition; and (C) the business being acquired shall be in the form of prepayments of expenses, so long as such expenses were incurred in the ordinary course a line of business and are paid in accordance with customary trade terms of the Borrower or any of its Subsidiariespermitted under Section 6.3(b). (b) For purposes of determining compliance with Section 6.04, in the event that an Investment (or any portion thereof) at any time meets the criteria of more than one of the categories of permitted Investments described in Section 6.04(a)(i) through (xx) above, the Borrower, in its sole discretion, will classify and may subsequently reclassify such Investment (or any portion thereof) in any one or more of the types of Investments described in Section 6.04(a)(i) through (xx) above and will only be required to include the amount and type of such Investment in such of the above clauses as determined by the Borrower at such time. The Borrower will be entitled to divide and classify an Investment in more than one of the types of Investments described in Section 6.04(a)(i) through (xx) above. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, less any return of capital, without adjustment for subsequent increases or decreases in the value of such Investment.

Investments, Loans, Advances, Guarantees and Acquisitions. (a) The Neither Holdings nor the Borrower will notwill, nor will it they permit any Restricted Subsidiary to, purchase make or acquire (including pursuant to hold any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any InvestmentsInvestment, except: (ia) Permitted AcquisitionsInvestments at the time such Permitted Investment is made; (ii) Permitted Investments; (iii) Investments existing on the Effective Date and set forth on Schedule 6.04(iii) and any modification, replacement, renewal, reinvestment or extension thereof; (iv) Investments (including cash payments in respect of earn-outs, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed, when taken together with the aggregate amount of payments made pursuant to Section 6.08(b)(iii), $5,000,000 per fiscal year of the Borrower and $25,000,000 during the term of this Agreement; provided that (x) before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $50,000,000; (vb) loans or advances made by to officers, directors and employees of Holdings, the Borrower to any Subsidiary Loan Party and made by any Subsidiary Loan Party to the Borrower or any Subsidiary Loan Party, provided that any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement; provided, however, that the foregoing pledge requirement with respect to any intercompany indebtedness may be satisfied by delivery of an omnibus or global intercompany note executed by all Loan Parties as payees and all such obligors as payors; Restricted Subsidiaries (vii) Guarantees constituting Indebtedness permitted by Section 6.01; (vii) receivables or other trade payables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business consistent with past practice and payable or dischargeable in accordance with customary trade terms, provided that such trade terms may include such concessionary trade terms as the Borrower or any such Subsidiary deems reasonable under the circumstances; (viii) Investments consisting of Equity Interests, obligations, securities or other property received in settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business; (x) loans or advances by the Borrower or any Subsidiary to employees (A) made for reasonable and customary business-related travel, entertainment, relocation and other analogous ordinary business purposes and purposes, (Bii) otherwise not exceeding $5,000,000 in connection with such Person’s purchase of Equity Interests in Holdings (or any direct or indirect parent thereof) (provided that the aggregate at any time outstanding (determined without regard to any write-downs or write-offs amount of such loans and advances made in cash to such Person shall be contributed to Holdings or advancesthe Borrower in cash as common equity or Qualified Equity Interests) and (iii) for purposes not described in the foregoing clauses (i) and (ii); provided that at the time of incurrence thereof and after giving Pro Forma Effect thereto, the aggregate principal amount outstanding in reliance on this clause (iii) shall not exceed the greater of $7,500,000 and 5% of Consolidated EBITDA for the most recently ended Test Period as of such time; (xic) Investments in the form of Swap Agreements permitted by Section 6.14; (xii) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with Holdings, the Borrower or any Restricted Subsidiary in any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiii) Investments received in connection with the dispositions of assets permitted by Section 6.05; (xiv) Investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (xv) other Investments (including in respect of earn-outsHoldings, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed the Available Basket Amount; provided that (x) before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $100,000,000; (xvi) Guarantees by the Borrower or any Subsidiary Restricted Subsidiary; (d) Investments consisting of leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into prepayments to suppliers in the ordinary course of business; (Ae) Investments from Loan Parties to non-Loan Party Subsidiaries consisting of extensions of trade credit in the ordinary course of business; (f) Investments (i) existing or contemplated on the Effective Date date hereof and set forth on Schedule 6.04(xvii6.04(f) and any modification, replacement, renewal, reinvestment or extension thereof; thereof and (Bii) Investments from non-Loan Party Subsidiaries to Loan Parties existing on the date hereof by Holdings, the Borrower or any Restricted Subsidiary in Holdings, the Borrower or any Restricted Subsidiary and (C) Investments from Loan Parties to non-Loan Party Subsidiariesany modification, renewal or extension thereof; provided that the amount of the original Investment is not increased except by the terms of such Investment to the extent as set forth on Schedule 6.04(f) or as otherwise permitted by this Section 6.04; (g) Investments in Swap Agreements permitted under Section 6.01; (h) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 6.05; (i) Permitted Acquisitions; (j) the Transactions; (k) Investments in the ordinary course of business consisting of endorsements for collection or deposit and customary trade arrangements with customers consistent with past practices; (l) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers, from financially troubled account debtors or in settlement of delinquent obligations of, or other disputes with, customers and suppliers or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (m) loans and advances to Holdings (or any direct or indirect parent thereof) in lieu of, and not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof), Restricted Payments to the extent permitted to be made to Holdings (or such parent) in accordance with Section 6.08(a); (n) other Investments and other acquisitions (i) so long as, at the time any such Investment or other acquisition is made, the aggregate outstanding amount of all Investments made in reliance on this clause (i) together with the aggregate amount of Investments under all consideration paid in connection with all other acquisitions made in reliance on this Section 6.04(a)(xvii)(C), when taken together clause (i) (including the aggregate principal amount of all Indebtedness assumed in connection with any Indebtedness under Section 6.01(a)(xiii)(Bsuch other acquisition), shall not exceed the greater of $10,000,000; 71,000,000 and 50% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Investment or other acquisition, (xviiiii) other Investments in respect of earn-outs, milestones and other similar deferred purchase price obligations in an aggregate amount not to exceed $4,000,000 in any fiscal year; provided that before and so long as immediately after giving effect to any such Investment, Investment no Specified Event of Default under Section 7.01(a), (b), (h) or (i) has occurred and is continuing or would result therefromcontinuing, in an amount not to exceed the Available Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment, (iii) in an amount not to exceed the Available Equity Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment and (iv) in an amount not to exceed the Available RP Capacity Amount; (xixo) the licensing Holdings and its Subsidiaries may undertake or consummate any IPO Reorganization Transaction and transactions relating thereto or contemplated thereby. (p) advances of intellectual property on arms’-length terms pursuant payroll payments to joint marketing or joint venture arrangements with other Persons employees in the ordinary course of business which do business; (q) Investments and other acquisitions to the extent that payment for such Investments is made with Qualified Equity Interests (excluding Cure Amounts) of Holdings (or any direct or indirect parent thereof or the IPO Entity); provided that (i) such amounts used pursuant to this clause (q) shall not materially interfere increase the Available Equity Amount or be applied to increase any other basket hereunder and (ii) any amounts used for such an Investment or other acquisition that are not Qualified Equity Interests of Holdings (or any direct or indirect parent thereof or the IPO Entity) shall otherwise be permitted pursuant to this Section 6.04; (r) Investments of a Subsidiary acquired after the Effective Date or of a Person merged or consolidated with any Subsidiary in accordance with this Section and Section 6.03 after the business Effective Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation; (s) non-cash Investments in connection with tax planning and reorganization activities; provided that after giving effect to any such activities, the security interests of the Borrower and Lenders in the Subsidiaries; andCollateral, taken as a whole, would not be materially impaired; (xxt) Investments consisting of Liens, Indebtedness, fundamental changes, Dispositions and Restricted Payments permitted (other than by reference to this Section 6.04(t)) under Section 6.01, 6.02, 6.03, 6.05 and 6.08, respectively, in each case, other than by reference to this Section 6.04(t); (u) additional Investments; provided that after giving effect to such Investment on a Pro Forma Basis, (i) the Total Leverage Ratio is less than or equal to 5.50 to 1.00 and (ii) there is no continuing Event of Default under Section 7.01(a), (b), (h) or (i); (v) contributions to a “rabbi” trust for the benefit of employees, directors, consultants, independent contractors or other service providers or other grantor trust subject to claims of creditors in the form case of prepayments a bankruptcy of expensesHoldings or the Borrower; (w) to the extent that they constitute Investments, so long as such expenses were incurred purchases and acquisitions of inventory, supplies, materials or equipment or purchases, acquisitions, licenses or leases of other assets, Intellectual Property, or other rights, in each case in the ordinary course of business and are business; (x) Investments by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”; (y) any Investment in a Similar Business; provided that at the time any such Investment is made, the aggregate outstanding amount of all Investments made in reliance on this clause (y) together with the aggregate amount of all consideration paid in accordance connection with customary trade terms all other acquisitions made in reliance on this clause (y), shall not exceed the greater of (A) $43,000,000 and (B) 30% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Investment; (z) Investments in Unrestricted Subsidiaries; provided that at the time any such Investment is made, the aggregate outstanding amount of all Investments made in reliance on this clause (z) together with the aggregate amount of all consideration paid in connection with all other acquisitions made in reliance on this clause (z), shall not exceed the greater of (A) $43,000,000 and (B) 30% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Investment; and (aa) Investments in Subsidiaries in the form of receivables and related assets required in connection with a Permitted Receivables Financing (including the contribution or lending of cash and cash equivalents to Subsidiaries to finance the purchase of such assets from Holdings, the Borrower or any of its Subsidiaries. (b) other Restricted Subsidiaries or to otherwise fund required reserves). For purposes of determining compliance with this Section 6.04, in the event that an a proposed Investment (or any portion thereof) at any time meets the criteria of more than one of the categories of permitted Investments described in Section 6.04(a)(iclauses (a) through (xxaa) above, the Borrower, in its sole discretion, will classify and may subsequently reclassify such Investment above (or any portion thereof) in any one or more of sub-clause therein), the types of Investments described in Section 6.04(a)(i) through (xx) above and will only be required to include the amount and type of such Investment in such of the above clauses as determined by the Borrower at such time. The Borrower will be entitled to divide and classify an or later reclassify (based on circumstances existing on the date of such reclassification) such Investment in more than one of the types of Investments described in Section 6.04(a)(i(or portion thereof) between such clauses (a) through (xxaa) above. For purposes of covenant compliance(or any sub-clause therein), the amount in a manner that otherwise complies with this Section 6.04; provided that, if all or any portion of any Investment shall that is not initially made in reliance on Section 6.04(u) subsequently could be the amount actually investedmade in reliance on Section 6.04(u), less any return of capital, without adjustment for subsequent increases or decreases in the value of such Investment, or the relevant portion thereof, shall automatically be reclassified as having been made in reliance on Section 6.04(u).

Investments, Loans, Advances, Guarantees and Acquisitions. (a) The Borrower will not, nor and will it not permit any Subsidiary of its Subsidiaries to, purchase make, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Wholly Owned Subsidiary prior to such merger) any InvestmentsInvestment, except: (i) Permitted Acquisitions; (iia) Permitted Investments; (iiib) Investments existing on the Effective Closing Date and or made pursuant to binding commitments in effect on the Closing Date and, in each case, set forth on Schedule 6.04(iii) and any modification, replacement, renewal, reinvestment or extension thereof6.04; (ivc) Investments (including cash payments by the Borrower in respect of earn-outs, milestones any Subsidiary and other similar deferred purchase price obligations) made by any Subsidiary in an aggregate amount not to exceed, when taken together with the Borrower or any Subsidiary; provided that the aggregate amount of payments Investments made pursuant to Section 6.08(b)(iii), after the Closing Date by Loan Parties in Subsidiaries that are not Loan Parties shall not exceed $5,000,000 per fiscal year of the Borrower and $25,000,000 10,000,000 during the term of this Agreement; provided that (x) before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $50,000,000; (v) loans or advances made by the Borrower to any Subsidiary Loan Party and made by any Subsidiary Loan Party to the Borrower or any Subsidiary Loan Party, provided that any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement; provided, however, that the foregoing pledge requirement with respect to any intercompany indebtedness may be satisfied by delivery of an omnibus or global intercompany note executed by all Loan Parties as payees and all such obligors as payors; (vid) Guarantees constituting Indebtedness permitted by Section 6.01; provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation set forth in clause (c) above; (viie) receivables or other trade payables owing to the Borrower or any Subsidiary if created or acquired Guarantees made in the ordinary course of business consistent with past practice and payable or dischargeable in accordance with customary trade terms, provided that such trade terms may include such concessionary trade terms as by the Borrower or any Subsidiary of obligations other than Indebtedness of any Excluded Subsidiary, provided that the funding of any such guarantees by the Borrower or any Subsidiary deems reasonable under the circumstancesLoan Party shall be deemed to constitute an Investment subject to Section 6.04(c) unless reimbursed by such Excluded Subsidiary; (viiif) Permitted Acquisitions (including any xxxx xxxxxxx money deposits required in connection therewith); (g) Investments consisting of Equity Interests(including debt obligations and equity securities) acquired (x) in connection with the bankruptcy or reorganization of, obligations, securities or other property received in settlement of delinquent accounts of and disputes with with, customers and suppliers suppliers, in each case in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction (y) as a result of judgments; (ix) Investments a foreclosure by the Borrower or any Subsidiary with respect to any secured Investment or other transfer of title with respect to any secured Investment in default; (h) extensions of trade credit in the ordinary course of business; (i) Investments received in connection with the sale, transfer, lease or other disposition of any asset permitted by Section 6.05; (j) Swap Agreements entered into in compliance with Section 6.07; (k) loans and advances by the Borrower and any of its Subsidiaries to their employees, officers, members of management, consultants, agents, customers or suppliers (i) in connection with relocation expenses and (ii) for other purposes in an aggregate amount at any time outstanding not in excess of $2,500,000; (l) Investments consisting of purchases and acquisitions of inventory, supplies, materials and equipment or purchases of contract rights or licenses or leases of intellectual property, in each case in the ordinary course of business; (m) commission, payroll, travel and similar advances to officers and employees to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made of the Borrower or any Subsidiary in accordance with GAAP; (n) Investments in the ordinary course of businessbusiness consisting of the licensing or acquisition of, or investment in, intellectual property pursuant to joint marketing arrangements with other Persons; (x) loans or advances by the Borrower or any Subsidiary to employees (A) made for reasonable and customary business-related travel, entertainment, relocation and other ordinary business purposes and (B) otherwise not exceeding $5,000,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances); (xi) Investments in the form of Swap Agreements permitted by Section 6.14; (xiio) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries Subsidiary (including in connection with a Permitted Acquisition) so long as such investments Investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiiip) Investments received in connection with the dispositions of assets permitted by Section 6.05; (xiv) Investments constituting resulting from pledges or deposits described in clauses clause (c) and or (d) of the definition of the term “Permitted EncumbrancesEncumbrance”; (xvq) other Investments (including in respect the ordinary course consisting of earn-outs, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed the Available Basket Amount; provided that (x) before and immediately after giving effect to any such Investment, no Specified Event endorsements of Default has occurred and is continuing collection or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $100,000,000deposit; (xvir) Guarantees by advances to customers or suppliers in the ordinary course of business that are, in conformity with GAAP, recorded as accounts receivable, prepaid expenses or deposits on the balance sheet of the Borrower or any Subsidiary of leases (other than Capital Lease Obligations) its Subsidiaries and endorsements for collection or of other obligations that do not constitute Indebtedness, in each case entered into deposit arising in the ordinary course of business; (As) Investments arising from Loan Parties to non-Loan Party Subsidiaries existing on the Effective Date and set forth on Schedule 6.04(xvii) and any modification, replacement, renewal, reinvestment or extension thereof; (B) Investments from non-Loan Party Subsidiaries to Loan Parties and (C) Investments from Loan Parties to non-Loan Party Subsidiaries; provided that the aggregate amount of Investments under this transaction permitted by Section 6.04(a)(xvii)(C), when taken together with any Indebtedness under Section 6.01(a)(xiii)(B), shall not exceed $10,000,0006.08; (xviiit) other Investments in respect arising or deemed to arise from the payment, repayment, prepayment, acquisition, purchase or repurchase of earn-outs, milestones and other similar deferred purchase price obligations in an aggregate amount not to exceed $4,000,000 in any fiscal year; provided that before and immediately after giving effect part of the Loans pursuant to any such Investment, provision of Article II of this Agreement; and (u) so long as no Specified Event of Default has occurred and is continuing or would result therefrom; (xix) the licensing of intellectual property on arms’-length terms pursuant , additional Investments in any Person in an aggregate amount not to joint marketing or joint venture arrangements with other Persons in the ordinary course of business which do not materially interfere with the business exceed $30,000,000, net of the Borrower and the Subsidiaries; and (xx) Investments in the form aggregate amount of prepayments of expenses, so long as such expenses were incurred in the ordinary course of business and are paid in accordance with customary trade terms of cash received by the Borrower or any of its Subsidiaries. (b) For purposes of determining compliance with Section 6.04, in the event that an Investment (or Subsidiary from any portion thereof) at any time meets the criteria of more than one of the categories of permitted Investments described in Section 6.04(a)(i) through (xx) above, the Borrower, in its sole discretion, will classify and may subsequently reclassify such Investment as a repayment of principal or a return of capital; provided that any Investment made pursuant to this clause (or any portion thereofu) in any one or more of Person that is not a Loan Party at the types of Investments described in Section 6.04(a)(i) through (xx) above and will only be required to include the amount and type of time such Investment in is made may, if such Person thereafter becomes a Loan Party, from and after such date, be deemed to have been made pursuant to clause (c) or (d) of this Section, as the above clauses as determined by the Borrower at such time. The Borrower will be entitled case may be, and not pursuant to divide and classify an Investment in more than one of the types of Investments described in Section 6.04(a)(i) through this clause (xx) above. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, less any return of capital, without adjustment for subsequent increases or decreases in the value of such Investmentu).

Investments, Loans, Advances, Guarantees and Acquisitions. (a) The Neither Holdings nor the Borrower will notwill, nor will it they permit any Restricted Subsidiary to, purchase make or acquire (including pursuant to hold any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any InvestmentsInvestment, except: (ia) Permitted AcquisitionsInvestments at the time such Permitted Investment is made; (b) loans or advances to officers, directors, managers, independent contractors, consultants and employees of Holdings, the Borrower and the Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation, moving, payroll advances and other analogous or similar expenses or payroll expenses, (ii) Permitted Investmentsin connection with such Person’s purchase of Equity Interests in Holdings (or any direct or indirect parent thereof) (provided that the amount of such loans and advances made in cash to such Person shall be contributed to the Borrower in cash as common equity or Qualified Equity Interests) and (iii) for purposes not described in the foregoing clauses (i) and (ii); provided that at the time of incurrence thereof and after giving Pro Forma Effect thereto, the aggregate principal amount outstanding in reliance on this clause (iii) shall not exceed $40,000,000; (iiic) Investments by Holdings, the Borrower or any Restricted Subsidiary in any of Holdings, the Borrower or any Restricted Subsidiary; (d) advances, loans or extensions of trade credit (including the creation of receivables) or prepayments to suppliers or lessors or loans or advances made to distributors, and performance guarantees, in each case in the ordinary course of business or consistent with past practice by Holdings or any of its Restricted Subsidiaries; (e) [reserved]; (f) Investments (i) existing or contemplated on the Effective Date and set forth on Schedule 6.04(iii6.04(f) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) Investments existing on the Effective Date by Holdings, the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary and any modification, renewal or extension thereof; provided that the amount of the original Investment is not increased except by the terms of such Investment to the extent as set forth on Schedule 6.04(f) or as otherwise permitted by this Section 6.04; (ivg) Investments in Swap Agreements permitted under Section 6.01; (h) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 6.05; (i) Permitted Acquisitions; (j) the Transactions; (k) Investments in the ordinary course of business or consistent with industry or past practice consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit and Article 4 customary trade arrangements with customers consistent with past practices; (l) Investments (including cash payments debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers, from financially troubled account debtors or in settlement of delinquent obligations of, or other disputes with, customers and suppliers or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (m) loans and advances to Holdings (or any direct or indirect parent thereof) or the Borrower in lieu of, and not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect of earn-outsthereof), milestones Restricted Payments to the extent permitted to be made to Holdings (or such parent) in accordance with Section 6.08(a); (n) other Investments and other similar deferred purchase price obligations) acquisitions; provided that at the time any such Investment or other acquisition is made, the aggregate outstanding amount of all Investments made in an aggregate amount not to exceedreliance on this clause (n), when taken together aggregated with all other Investments outstanding under this clause (n) shall not exceed the aggregate amount sum of payments (A) the greater of $500,000,000 and 33.0% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Investment or other acquisition; provided that if any Investment pursuant to this clause (n)(A) is made in any Person that is not a Restricted Subsidiary of Holdings at the date of the making of such Investment and such Person becomes a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to Section 6.08(b)(iii6.04(c) and shall cease to have been made pursuant to this clause (n)(A), $5,000,000 per fiscal year of the Borrower and $25,000,000 during the term of this Agreement; provided that plus (xB) before and so long as immediately after giving effect to any such Investment, Investment no Specified Event of Default under Section 7.01(a), (b), (h) or (i) has occurred and is continuing or would result therefrom and continuing, the Available Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment; plus (yC) pro forma Liquidity after giving the Available Equity Amount that is Not Otherwise Applied as in effect thereto shall exceed $50,000,000immediately prior to the time of making of such Investment; (vo) loans or advances made by the Borrower of payroll payments to any Subsidiary Loan Party and made by any Subsidiary Loan Party to the Borrower or any Subsidiary Loan Party, provided that any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement; provided, however, that the foregoing pledge requirement with respect to any intercompany indebtedness may be satisfied by delivery of an omnibus or global intercompany note executed by all Loan Parties as payees and all such obligors as payors; (vi) Guarantees constituting Indebtedness permitted by Section 6.01; (vii) receivables or other trade payables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business consistent with past practice and payable or dischargeable in accordance with customary trade terms, provided that such trade terms may include such concessionary trade terms as the Borrower or any such Subsidiary deems reasonable under the circumstances; (viii) Investments consisting of Equity Interests, obligations, securities or other property received in settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made employees in the ordinary course of business; (p) Investments and other acquisitions to the extent that payment for such Investments is made with Qualified Equity Interests (excluding Cure Amounts) of Holdings (or any direct or indirect parent thereof); provided that (i) such amounts used pursuant to this clause (p) shall not increase the Available Equity Amount or be applied to increase any other basket hereunder and (ii) any amounts used for such an Investment or other acquisition that are not Qualified Equity Interests of Holdings (or any direct or indirect parent thereof) shall otherwise be permitted pursuant to this Section 6.04; (q) Investments of a Subsidiary acquired after the Effective Date or of a Person merged or consolidated with any Subsidiary in accordance with this Section and Section 6.03 after the Effective Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation; (r) non-cash Investments in connection with tax planning and reorganization activities; provided that after giving effect to any such activities, the security interests of the Lenders in the Collateral, taken as a whole, would not be materially impaired; (s) Investments consisting of Liens, Indebtedness, fundamental changes, Dispositions, Restricted Payments and transactions with Affiliates permitted (other than by reference to this Section 6.04(s)) under Section 6.01, 6.02, 6.03, 6.05, 6.08 and 6.09, respectively, in each case, other than by reference to this Section 6.04(s); (t) additional Investments and acquisitions; provided that on the date of such Investment, after giving effect to such Investment (A) on a Pro Forma Basis, the Total Leverage Ratio is less than or equal to 5.00 to 1.00 and (B) there is no continuing Event of Default under Section 7.01(a), (b), (h) or (i); (u) contributions to a “rabbi” trust for the benefit of employees, directors, consultants, independent contractors or other service providers or other grantor trust subject to claims of creditors in the case of a bankruptcy of Holdings or any Restricted Subsidiary; (v) to the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases, acquisitions, licenses or leases of other assets, intellectual property, or other rights, or the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons; (w) Investments in Subsidiaries in the form of receivables and related assets required in connection with a Permitted Receivables Financing (including the contribution or lending of cash and cash equivalents to Subsidiaries to finance the purchase of such assets from the Borrower or other Restricted Subsidiaries or to otherwise fund required reserves); (x) loans Investments made in the ordinary course of business on ordinary terms or advances consistent with industry or past practice in connection with obtaining, maintaining or renewing vendor contracts; (y) Investments consisting of promissory notes issued by the Borrower or any Subsidiary Loan Party to employees (A) made for reasonable and customary business-related travelfuture, entertainmentpresent or former employees, relocation and other ordinary business purposes and (B) otherwise not exceeding $5,000,000 in directors, officers, managers, members, partners, independent contractors or consultants of Holdings or any of its Subsidiaries or their respective estates, spouses or former spouses to finance the aggregate at purchase or redemption of Equity Interests of Holdings or any time outstanding (determined without regard direct or indirect parent thereof, to any write-downs or write-offs of such loans or advances)the extent the applicable Restricted Payment is permitted hereunder; (xiz) Investments in the form of Swap Agreements permitted by Section 6.14; (xii) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiii) Investments received from casualty insurance proceeds in connection with the dispositions replacement, substitution, restoration or repair of assets permitted by Section 6.05on account of a casualty event; (xivaa) [reserved]; (bb) Investments constituting deposits described in clauses (c) and (d) of by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary pursuant to the definition of the term “Permitted EncumbrancesUnrestricted Subsidiary”; (xvcc) other Investments (including any Investment in respect of earn-outs, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed the Available Basket Amounta Similar Business; provided that (x) before and immediately after giving effect to at the time any such InvestmentInvestment is made, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $100,000,000; (xvi) Guarantees by the Borrower or any Subsidiary of leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business; (A) Investments from Loan Parties to non-Loan Party Subsidiaries existing on the Effective Date and set forth on Schedule 6.04(xvii) and any modification, replacement, renewal, reinvestment or extension thereof; (B) Investments from non-Loan Party Subsidiaries to Loan Parties and (C) Investments from Loan Parties to non-Loan Party Subsidiaries; provided that the aggregate outstanding amount of all Investments under made in reliance on this Section 6.04(a)(xvii)(Cclause (cc), when taken together aggregated with any Indebtedness all other Investments outstanding under Section 6.01(a)(xiii)(Bthis clause (cc), shall not exceed the greater of (A) $10,000,000500,000,000 and (B) 33.0% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Investment; provided that if any Investment pursuant to this clause (cc) is made in any Person that is not a Restricted Subsidiary of Holdings at the date of the making of such Investment and such Person becomes a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to Section 6.04(c) and shall cease to have been made pursuant to this clause (cc); (xviiidd) other Investments in respect of earn-outs, milestones and other similar deferred purchase price obligations in an aggregate amount not to exceed $4,000,000 in any fiscal yearUnrestricted Subsidiaries; provided that before at the time any such Investment is made, the aggregate outstanding amount of all Investments made in reliance on this clause (dd), when aggregated with all other Investments outstanding under this clause (dd), shall not exceed the greater of (A) $250,000,000 and immediately (B) 16.1% of Consolidated EBITDA for the most recently ended Test Period after giving effect Pro Forma Effect to any the making of such Investment; provided that if any Investment pursuant to this clause (dd) is made in any Person that is not a Restricted Subsidiary of Holdings at the date of the making of such Investment and such Person becomes a Restricted Subsidiary after such date, no Specified Event of Default has occurred such Investment shall thereafter be deemed to have been made pursuant to Section 6.04(c) and is continuing or would result therefromshall cease to have been made pursuant to this clause (dd); (xixee) Investments made after the licensing Effective Date in joint ventures of intellectual property Holdings or any Restricted Subsidiary existing on arms’-length terms the Effective Date; provided that if any Investment pursuant to joint marketing this clause (ee) is made in any Person that is not a Restricted Subsidiary of Holdings at the date of the making of such Investment and such Person becomes a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to Section 6.04(c) and shall cease to have been made pursuant to this clause (ee); (ff) Investments consisting of purchases and acquisitions of assets or joint venture arrangements with other Persons services in the ordinary course of business which do not materially interfere or consistent with the business of the Borrower industry or past practice and the Subsidiariesany xxxxxxx money deposits in connection therewith; and (xxgg) Investments in the form of prepayments of expenses, so long as such expenses were intercompany current liabilities owed to Unrestricted Subsidiaries or joint ventures incurred in the ordinary course of business or consistent with industry or past practice in connection with cash management operations of Holdings and are paid in accordance with customary trade terms of the Borrower or any of its Subsidiaries. (b) For purposes of determining compliance with Section 6.04, in the event that an Investment (or any portion thereof) at any time meets the criteria of more than one of the categories of permitted Investments described in Section 6.04(a)(i) through (xx) above, the Borrower, in its sole discretion, will classify and may subsequently reclassify such Investment (or any portion thereof) in any one or more of the types of Investments described in Section 6.04(a)(i) through (xx) above and will only be required to include the amount and type of such Investment in such of the above clauses as determined by the Borrower at such time. The Borrower will be entitled to divide and classify an Investment in more than one of the types of Investments described in Section 6.04(a)(i) through (xx) above. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, less any return of capital, without adjustment for subsequent increases or decreases in the value of such Investment.; and

Investments, Loans, Advances, Guarantees and Acquisitions. (a) The Borrower will not, nor will it permit any Restricted Subsidiary to, purchase make or acquire (including pursuant to hold any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any InvestmentsInvestment, except: : (ia) Permitted Acquisitions; Investments at the time such Permitted Investment is made; (iib) Permitted Investments; (iii) Investments existing on the Effective Date loans or advances to officers, directors and set forth on Schedule 6.04(iii) and any modification, replacement, renewal, reinvestment or extension thereof; (iv) Investments (including cash payments in respect of earn-outs, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed, when taken together with the aggregate amount of payments made pursuant to Section 6.08(b)(iii), $5,000,000 per fiscal year employees of the Borrower and $25,000,000 during the term of this Agreement; provided that Restricted Subsidiaries (xi) before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $50,000,000; (v) loans or advances made by the Borrower to any Subsidiary Loan Party and made by any Subsidiary Loan Party to the Borrower or any Subsidiary Loan Party, provided that any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement; provided, however, that the foregoing pledge requirement with respect to any intercompany indebtedness may be satisfied by delivery of an omnibus or global intercompany note executed by all Loan Parties as payees and all such obligors as payors; (vi) Guarantees constituting Indebtedness permitted by Section 6.01; (vii) receivables or other trade payables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business consistent with past practice and payable or dischargeable in accordance with customary trade terms, provided that such trade terms may include such concessionary trade terms as the Borrower or any such Subsidiary deems reasonable under the circumstances; (viii) Investments consisting of Equity Interests, obligations, securities or other property received in settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business; (x) loans or advances by the Borrower or any Subsidiary to employees (A) made for reasonable and customary business-related travel, entertainment, relocation and other ordinary business purposes and analogous (Bor any direct or indirect parent thereof) otherwise not exceeding $5,000,000 in (provided that the aggregate at any time outstanding (determined without regard to any write-downs or write-offs amount of such loans and advances made in cash to such Person shall be contributed to the Borrower in cash as common equity or advances); Qualified Equity Interests) and (xiiii) Investments for purposes not described in the form of Swap Agreements permitted by Section 6.14; foregoing clauses (xiii) Investments of any Person existing and (ii); provided that at the time such Person becomes a Subsidiary of incurrence thereof and after giving Pro Forma Effect thereto, the Borrower or consolidates or merges with aggregate principal amount outstanding in reliance on this clause (iii) shall not exceed the Borrower or any greater of $13,750,000 and 5% of Consolidated EBITDA for the Subsidiaries (including in connection with a Permitted Acquisition) so long most recently ended Test Period as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiii) Investments received in connection with the dispositions of assets permitted by Section 6.05; (xiv) Investments constituting deposits described in clauses time; (c) and (d) of the definition of the term “Permitted Encumbrances”; (xv) other Investments (including in respect of earn-outs, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed the Available Basket Amount; provided that (x) before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $100,000,000; (xvi) Guarantees by the Borrower or any Restricted Subsidiary in any of leases the Borrower or any Restricted Subsidiary; (other than Capital Lease Obligationsd) or Investments consisting of other obligations that do not constitute Indebtedness, in each case entered into prepayments to suppliers in the ordinary course of business; ; (Ae) Investments from Loan Parties to non-Loan Party Subsidiaries consisting of extensions of trade credit in the ordinary course of business; (f) Investments (i) existing or contemplated on the Effective Date date hereof and set forth on Schedule 6.04(xvii6.04(f) and any modification, replacement, renewal, reinvestment or extension thereof; thereof and (Bii) Investments from non-Loan Party Subsidiaries to Loan Parties existing on the date hereof by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary and (C) Investments from Loan Parties to non-Loan Party Subsidiariesany modification, renewal or extension thereof; provided that the aggregate amount of Investments under the original Investment is not increased except by the terms of such Investment to the extent as set forth on Schedule 6.04(f) or as otherwise permitted by this Section 6.04(a)(xvii)(C), when taken together with any Indebtedness under Section 6.01(a)(xiii)(B), shall not exceed $10,000,000; 6.04; (xviii) other Investments in respect of earn-outs, milestones and other similar deferred purchase price obligations in an aggregate amount not to exceed $4,000,000 in any fiscal year; provided that before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom; (xix) the licensing of intellectual property on arms’-length terms pursuant to joint marketing or joint venture arrangements with other Persons in the ordinary course of business which do not materially interfere with the business of the Borrower and the Subsidiaries; and (xxg) Investments in Swap Agreements permitted under Section 6.01; (h) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 6.05; (i) Permitted Acquisitions; (j) the form of prepayments of expenses, so long as such expenses were incurred in the ordinary course of business and are paid in accordance with customary trade terms of the Borrower or any of its Subsidiaries. (b) For purposes of determining compliance with Section 6.04, in the event that an Investment (or any portion thereof) at any time meets the criteria of more than one of the categories of permitted Investments described in Section 6.04(a)(i) through (xx) above, the Borrower, in its sole discretion, will classify and may subsequently reclassify such Investment (or any portion thereof) in any one or more of the types of Investments described in Section 6.04(a)(i) through (xx) above and will only be required to include the amount and type of such Investment in such of the above clauses as determined by the Borrower at such time. The Borrower will be entitled to divide and classify an Investment in more than one of the types of Investments described in Section 6.04(a)(i) through (xx) above. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, less any return of capital, without adjustment for subsequent increases or decreases in the value of such Investment.Transactions; -113- US-DOCS\114614260.17

Investments, Loans, Advances, Guarantees and Acquisitions. (a) The Borrower No Consolidated Entity will notpurchase, nor will it permit any Subsidiary to, purchase hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Wholly-Owned Subsidiary prior to such merger) any InvestmentsCapital Stock, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (or any material portion thereof), except: (i) Permitted Acquisitions; (iia) Permitted Investments; (iiib) Investments existing on by the Effective Date and set forth on Schedule 6.04(iii) and Consolidated Entities in any modification, replacement, renewal, reinvestment or extension thereofother Consolidated Entity; (ivc) Investments (including cash payments investments received in respect of earn-outs, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed, when taken together connection with the aggregate amount of payments made pursuant to Section 6.08(b)(iii)bankruptcy or reorganization of, $5,000,000 per fiscal year of the Borrower and $25,000,000 during the term of this Agreement; provided that (x) before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $50,000,000; (v) loans or advances made by the Borrower to any Subsidiary Loan Party and made by any Subsidiary Loan Party to the Borrower or any Subsidiary Loan Party, provided that any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement; provided, however, that the foregoing pledge requirement with respect to any intercompany indebtedness may be satisfied by delivery of an omnibus or global intercompany note executed by all Loan Parties as payees and all such obligors as payors; (vi) Guarantees constituting Indebtedness permitted by Section 6.01; (vii) receivables or other trade payables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business consistent with past practice and payable or dischargeable in accordance with customary trade terms, provided that such trade terms may include such concessionary trade terms as the Borrower or any such Subsidiary deems reasonable under the circumstances; (viii) Investments consisting of Equity Interests, obligations, securities or other property received in settlement of delinquent accounts of and disputes with with, customers and suppliers suppliers, in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made each case in the ordinary course of business; (x) loans or advances by the Borrower or any Subsidiary to employees (A) made for reasonable and customary business-related travel, entertainment, relocation and other ordinary business purposes and (B) otherwise not exceeding $5,000,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances); (xi) Investments in the form of Swap Agreements permitted by Section 6.14; (xii) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiii) Investments received in connection with the dispositions of assets permitted by Section 6.05; (xiv) Investments constituting deposits described in clauses (c) and (d) extensions of the definition of the term “Permitted Encumbrances”; (xv) other Investments (including in respect of earn-outs, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed the Available Basket Amount; provided that (x) before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $100,000,000; (xvi) Guarantees by the Borrower or any Subsidiary of leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into trade credit in the ordinary course of business; (Ae) Investments from Loan Parties Permitted Acquisitions by any Consolidated Entity so long as (i) after giving effect to non-Loan Party Subsidiaries existing such Permitted Acquisition, the Leverage Ratio is not more than 3.00 to 1.00 on a pro forma basis recomputed as at the last day of the most recently ended fiscal quarter of the Consolidated Entities as if such Permitted Acquisition had occurred on the Effective Date and set forth on Schedule 6.04(xvii) and any modification, replacement, renewal, reinvestment or extension thereof; (B) Investments from non-Loan Party Subsidiaries to Loan Parties and (C) Investments from Loan Parties to non-Loan Party Subsidiariesfirst day of the period for testing such compliance; provided that such ratio shall be 3.00 to 1.00 with respect to the first full fiscal quarter in 2012 and each fiscal quarter thereafter or (ii) the aggregate amount of Investments under cash and non-cash consideration (including the concurrent repayment or assumption of Indebtedness exclusive of earn-outs and other contingent payments) paid in respect of such Permitted Acquisition does not exceed $20,000,000; (f) investments consisting of Hedging Agreements permitted by Section 6.05; (g) investments consisting of non-cash consideration received pursuant to a disposition of assets permitted by Section 6.06; (h) investments by or investments in Foreign Subsidiaries (not otherwise permitted by this Section 6.04(a)(xvii)(C)6.04) in an aggregate amount at any time outstanding not to exceed $30,000,000; (i) so long as no Event of Default shall have occurred or would result therefrom, when taken together with other investments constituting minority investments in Capital Stock of Persons engaged in a commercial business activity similar to the principal business activities of the Parent Borrower on the Fifth Amendment and Restatement Effective Date , or reasonably related or ancillary or complementary thereto, at any Indebtedness under Section 6.01(a)(xiii)(B), time outstanding shall not exceed $10,000,000100,000,000 minus the amount of investments in excess of $20,000,000 made in reliance on Section 6.04(l) below; (xviiij) other Investments in respect investments consisting of earn-outsaccounts receivable and/or related ancillary rights or assets, milestones and other similar deferred purchase price obligations in an aggregate amount not to exceed $4,000,000 or interests therein by any Consolidated Entity in any fiscal year; provided that before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefromReceivables Subsidiary; (xixk) investments held by any Person at the licensing of intellectual property on arms’-length terms time it becomes a Subsidiary pursuant to joint marketing a Permitted Acquisition and not made in contemplation of or joint venture arrangements in connection with other Persons in the ordinary course of business which do not materially interfere with the business of the Borrower and the Subsidiariessuch Permitted Acquisition; and (xxl) Investments in the form Guaranty by Cxxxxxx River Laboratories, Inc. of prepayments certain lease payment obligations of expensesCxxxxxx River Clinical Services Northwest Inc. (“CRCSN”) (f/n/a Northwest Kinetics, so long as such expenses were incurred in the ordinary course of business and are paid in accordance with customary trade terms of the Borrower or any of its Subsidiaries. (bInc.) For purposes of determining compliance with Section 6.04, in the event that an Investment (or any portion thereofsuccessor lessee) at any under a lease dated April 1, 2005, as amended from time meets to time, by and between Pacific Avenue Professional Plaza, LLC, Outrigger Apartments, L.L.C. and CRCSN; provided that to the criteria of more than one of extent the categories of permitted Investments described aggregate liability under such Guaranty exceeds $20,000,000 such excess shall be treated as an investment made in reliance on Section 6.04(a)(i) through (xx) above, the Borrower, in its sole discretion, will classify and may subsequently reclassify such Investment (or any portion thereof) in any one or more of the types of Investments described in Section 6.04(a)(i) through (xx6.04(i) above and will only be required to include the amount and type of such Investment extent an investment in such of the above clauses as determined by the Borrower at such time. The Borrower will be entitled to divide and classify an Investment in more than one of the types of Investments described in Section 6.04(a)(i) through (xx) above. For purposes of covenant compliance, the amount of any Investment shall such excess would then be the amount actually invested, less any return of capital, without adjustment for subsequent increases or decreases in the value of permitted under such InvestmentSection 6.04(i).

Investments, Loans, Advances, Guarantees and Acquisitions. (a) The Borrower will not, nor and will it not permit any Subsidiary of its Subsidiaries to, purchase make, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any InvestmentsInvestment, except: (i) Permitted Acquisitions; (iia) Permitted Investments; (iiib) Investments existing on the Effective Date date hereof and set forth on Schedule 6.04(iii) and any modification, replacement, renewal, reinvestment or extension thereof6.04; (ivc) Investments by the Borrower and its Subsidiaries in Equity Interests in (including cash payments in respect i) Subsidiaries that are Subsidiary Loan Parties immediately prior to the time of earn-outs, milestones such Investments and other similar deferred purchase price obligations(ii) in an aggregate amount not to exceed, when taken together with Foreign Subsidiaries; provided that the aggregate amount of payments made pursuant to Section 6.08(b)(iii)investments by Loan Parties in, $5,000,000 per fiscal year loans and advances by Loan Parties to, and Guarantees by Loan Parties of Indebtedness of, Subsidiaries that are not Loan Parties (including all such investments, loans, advances and Guarantees existing on the Borrower and $25,000,000 during the term of this Agreement; provided that (x) before and immediately after giving effect to Closing Date but excluding any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (yInvestments made after the Closing Date with Designated Equity Proceeds) pro forma Liquidity after giving effect thereto shall not exceed $50,000,00020,000,000 at any time outstanding; (vd) loans or advances made by the Borrower to any Subsidiary Loan Party and made by any Subsidiary Loan Party to the Borrower or any Subsidiary Loan Party, other Subsidiary; provided that any the amount of such loans and advances made by a Loan Party Parties to Subsidiaries that are not Loan Parties shall be evidenced by a promissory note pledged pursuant subject to the Collateral Agreement; provided, however, that the foregoing pledge requirement with respect to any intercompany indebtedness may be satisfied by delivery of an omnibus or global intercompany note executed by all Loan Parties as payees and all such obligors as payorslimitation set forth in clause (c) above; (vie) Guarantees constituting Indebtedness permitted by Section 6.01; provided that (i) a Subsidiary shall not Guarantee either the Senior Subordinated Debt or the Senior Unsecured Debt unless (A) such Subsidiary also has Guaranteed the Obligations pursuant to the Collateral Agreement, (B) such Guarantee of the Senior Subordinated Debt is subordinated to such Guarantee of the Obligations on terms no less favorable to the Lenders than the subordination provisions of the Senior Subordinated Debt and (C) such Guarantee of the Senior Subordinated Debt and Senior Unsecured Debt provides for the release and termination thereof, without action by any party, upon any release and termination of such Guarantee of the Obligations, and (ii) the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation set forth in clause (c) above; (viif) receivables or other trade payables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business consistent with past practice and payable or dischargeable in accordance with customary trade terms, provided that such trade terms may include such concessionary trade terms as the Borrower or any such Subsidiary deems reasonable under the circumstancesPermitted Acquisitions; (viiig) Investments consisting of Equity Interests, obligations, securities or other property investments (including debt obligations and equity securities) received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts of and disputes with with, customers and suppliers suppliers, in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made each case in the ordinary course of business; (xh) loans or advances by the Borrower or any Subsidiary to employees (A) made for reasonable and customary business-related travel, entertainment, relocation and other ordinary business purposes and (B) otherwise not exceeding $5,000,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs extensions of such loans or advances); (xi) Investments in the form of Swap Agreements permitted by Section 6.14; (xii) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiii) Investments received in connection with the dispositions of assets permitted by Section 6.05; (xiv) Investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (xv) other Investments (including in respect of earn-outs, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed the Available Basket Amount; provided that (x) before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $100,000,000; (xvi) Guarantees by the Borrower or any Subsidiary of leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into trade credit in the ordinary course of business; (Ai) Investments from Loan Parties to consisting of non-Loan Party Subsidiaries existing on cash consideration received in respect of sales, transfers or other dispositions of assets to the Effective Date and set forth on Schedule 6.04(xvii) and any modification, replacement, renewal, reinvestment or extension thereof; (B) Investments from non-Loan Party Subsidiaries to Loan Parties and (C) Investments from Loan Parties to non-Loan Party Subsidiaries; provided that the aggregate amount of Investments under this extent permitted by Section 6.04(a)(xvii)(C), when taken together with any Indebtedness under Section 6.01(a)(xiii)(B), shall not exceed $10,000,0006.05; (xviiij) other Investments Swap Agreements entered into in respect of earn-outs, milestones and other similar deferred purchase price obligations in an aggregate amount not to exceed $4,000,000 in any fiscal year; provided that before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefromcompliance with Section 6.07; (xixk) the licensing of intellectual property on arms’-length terms pursuant to joint marketing or joint venture arrangements with other Persons in the ordinary course of business which do not materially interfere with the business of loans and advances by the Borrower and the Subsidiaries; and (xx) Investments in the form any of prepayments of expenses, so long as such expenses were incurred its Subsidiaries to their employees in the ordinary course of business and are paid for bona fide business purposes in accordance with customary trade terms of the Borrower or any of its Subsidiaries. (b) For purposes of determining compliance with Section 6.04, in the event that an Investment (or any portion thereof) aggregate amount at any time meets outstanding not in excess of $10,000,000; (l) Investments consisting of Sellers’ Retained Interests in Securitizations permitted by Section 6.05; and (m) Investments in Unrestricted Subsidiaries and any other Person (other than Foreign Subsidiaries) made with Designated Equity Proceeds or, to the criteria of more than one of the categories of permitted Investments described in Section 6.04(a)(i) through (xx) above, the Borrowerextent not made with Designated Equity Proceeds, in its sole discretion, will classify and may subsequently reclassify such Investment (or an aggregate amount at any portion thereof) time outstanding not in any one or more excess of the types of Investments described in Section 6.04(a)(i) through (xx) above and will only be required to include the amount and type of such Investment in such of the above clauses as determined by the Borrower at such time. The Borrower will be entitled to divide and classify an Investment in more than one of the types of Investments described in Section 6.04(a)(i) through (xx) above. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, less any return of capital, without adjustment for subsequent increases or decreases in the value of such Investment$50,000,000.

Investments, Loans, Advances, Guarantees and Acquisitions. (a) The Borrower Company will not, nor and will it not permit any Subsidiary of its Subsidiaries to, purchase purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Wholly-Owned Subsidiary prior to such merger) any InvestmentsEquity Interests, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or make any Additional Acquisition, except: (i) Permitted Acquisitions; (iia) Permitted Investments; (iiib) Investments Investments, loans and advances existing on the Effective Date date hereof and set forth on in Schedule 6.04(iii) 6.04 and any modificationextensions, replacementrenewals and replacements thereof that do not increase the outstanding amount thereof, renewal, reinvestment or extension thereofas reduced from time to time; (ivc) Investments (including cash payments in respect of earn-outs, milestones a Securitization Entity in connection with Permitted Securitization Transactions and other similar deferred purchase price obligations) in an aggregate outstanding amount not acceptable to exceed, when taken together the Administrative Agent and required to consummate the Permitted Securitization Transactions plus accounts or notes receivable permitted to be transferred to a Securitization Entity in connection with the aggregate amount of payments made pursuant to Section 6.08(b)(iii), $5,000,000 per fiscal year of the Borrower and $25,000,000 during the term of this Agreement; provided that (x) before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $50,000,000Permitted Securitization Transactions; (vd) Investments, loans or advances made by the Borrower to any Subsidiary Loan Party and made by any Subsidiary Loan Party to the Borrower Company or any Subsidiary Loan Partyto the Company or any Subsidiary (including, provided that for the avoidance of doubt, any such Investments, loans and or advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to incurred in connection with the Collateral Agreement; provided, however, that the foregoing pledge requirement with respect to any intercompany indebtedness may be satisfied by delivery of an omnibus or global intercompany note executed by all Loan Parties as payees and all such obligors as payorsOmega Acquisition); (vie) Guarantees constituting Indebtedness permitted by Section 6.01; (vii) receivables or other trade payables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business consistent with past practice and payable or dischargeable in accordance with customary trade termsAdditional Acquisitions, provided that that: (i) before and after giving pro forma effect thereto (as of the end of the most recently ended Fiscal Quarter of the Company), no Default exists or would be caused thereby and (ii) if such trade terms may include such concessionary trade terms as Additional Acquisition involves the Borrower or any such Subsidiary deems reasonable under the circumstances; (viii) Investments consisting acquisition of Equity Interests, obligations, securities or other property received in settlement the consummation of delinquent accounts such Additional Acquisition has been recommended by the Board of Directors and disputes with customers and suppliers in management of the ordinary course target of business and owing to the Borrower or any Subsidiary or in satisfaction of judgmentssuch Additional Acquisition; (ixf) Investments Guarantees (i) by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business; (x) loans or advances by the Borrower or any Subsidiary to employees (A) made for reasonable and customary business-related travel, entertainment, relocation and other ordinary business purposes and (B) otherwise not exceeding $5,000,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances); (xi) Investments in the form of Swap Agreements permitted by Section 6.14; (xii) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiii) Investments received in connection with the dispositions of assets permitted by Section 6.05; (xiv) Investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (xv) other Investments (including in respect of earn-outs, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed the Available Basket Amount; provided that (x) before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $100,000,000; (xvi) Guarantees by the Borrower Company or any Subsidiary of leases Indebtedness of the Company or any Subsidiary that is a Guarantor, (other than Capital Lease Obligationsii) or by any Subsidiary that is not a Guarantor of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business; (A) Investments from Loan Parties to non-Loan Party Subsidiaries existing on the Effective Date and set forth on Schedule 6.04(xvii) and any modification, replacement, renewal, reinvestment or extension thereof; (B) Investments from non-Loan Party Subsidiaries to Loan Parties and (C) Investments from Loan Parties to non-Loan Party Subsidiaries; provided that the aggregate amount of Investments under this Section 6.04(a)(xvii)(C), when taken together with any Indebtedness under Section 6.01(a)(xiii)(B), shall not exceed $10,000,000; of any Subsidiary or (xviiiiii) other Investments in respect of earn-outs, milestones and other similar deferred purchase price obligations in an aggregate amount not to exceed $4,000,000 in any fiscal year; provided that before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom; (xix) the licensing of intellectual property on arms’-length terms pursuant to joint marketing or joint venture arrangements with other Persons in the ordinary course of business which do not materially interfere with the business of the Borrower and the SubsidiariesObligations; and (xxg) Investments Guarantees, investments, loans or advances not otherwise permitted by this Section 6.04 not in excess of 15% of Consolidated Total Assets in the form of prepayments of expenses, so long as such expenses were incurred in the ordinary course of business aggregate; It is acknowledged and are paid in accordance with customary trade terms of the Borrower or agreed that any of its Subsidiaries. Guarantees permitted by clauses (bf) For purposes of determining compliance with Section 6.04, in the event that an Investment and (or any portion thereof) at any time meets the criteria of more than one of the categories of permitted Investments described in Section 6.04(a)(i) through (xxg) above, to the Borrowerextent such Guarantee constitutes Indebtedness, in its sole discretion, will classify and may subsequently reclassify such Investment (or are subject to compliance with any portion thereof) in any one or more of the types of Investments described applicable limitations in Section 6.04(a)(i) through (xx) above and will only be required to include the amount and type of such Investment in such of the above clauses as determined by the Borrower at such time. The Borrower will be entitled to divide and classify an Investment in more than one of the types of Investments described in Section 6.04(a)(i) through (xx) above. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, less any return of capital, without adjustment for subsequent increases or decreases in the value of such Investment6.01.

Investments, Loans, Advances, Guarantees and Acquisitions. (a) The Neither the Borrower will not, nor will it permit any Subsidiary towill purchase, purchase or hold, acquire (including pursuant to any merger or consolidation with any Person that was not a wholly wholly-owned Subsidiary prior thereto), make or otherwise permit to such mergerexist any Investment in any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all the assets of any Investmentsother Person or of a business unit, division, product line or line of business of any other Person, or assets acquired other than in the ordinary course of business that, following the acquisition thereof, would constitute a substantial portion of the assets of the Borrower and the Subsidiaries, taken as a whole, except: (i) Permitted Acquisitions; (iia) Permitted Investments; (iiib) Investments existing on the Effective Date date hereof and, except in the case of Investments by the Borrower and the Subsidiaries in the Borrower and the Subsidiaries, set forth on Schedule 6.04(iii6.04 (but not any additions thereto (including any capital contributions) and any modification, replacement, renewal, reinvestment or extension thereofmade after the date hereof); (ivc) Investments investments by the Borrower and the Subsidiaries in Equity Interests in their subsidiaries; provided that (including cash payments i) such subsidiaries are Subsidiaries prior to such investments, (ii) any such Equity Interests held by a Loan Party shall be pledged in respect accordance with the requirements of earn-outs, milestones the definition of the term “Collateral and other similar deferred purchase price obligationsGuarantee Requirement” and (iii) in an aggregate amount not to exceed, when taken together with the aggregate amount of payments made pursuant to Section 6.08(b)(iiisuch investments by the Loan Parties in, and loans and advances by the Loan Parties to, and Guarantees by the Loan Parties of Indebtedness and other obligations of, Subsidiaries that are not Loan Parties (excluding Specified Intercompany Indebtedness) permitted by this clause (c), shall not exceed $5,000,000 per fiscal year of the Borrower and $25,000,000 during the term of this Agreement; provided that (x) before and immediately after giving effect to at any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $50,000,000time outstanding; (vd) loans or advances made by the Borrower to or any Subsidiary Loan Party and made by any Subsidiary Loan Party to the Borrower or any Subsidiary Loan Party, Subsidiary; provided that any (i) the Indebtedness resulting therefrom is permitted by Section 6.01(c) and (ii) the amount of such loans and advances made by a the Loan Party Parties to Subsidiaries that are not Loan Parties (excluding Specified Intercompany Indebtedness) shall be evidenced by a promissory note pledged pursuant subject to the Collateral Agreement; provided, however, that the foregoing pledge requirement with respect to any intercompany indebtedness may be satisfied by delivery of an omnibus or global intercompany note executed by all Loan Parties as payees and all such obligors as payorslimitation set forth in clause (c) above; (vie) Guarantees constituting Indebtedness permitted by Section 6.01; (vii) receivables or other trade payables owing to the Borrower or any Subsidiary if created of Indebtedness or acquired other obligations of the Borrower or any Subsidiary (including any such Guarantees arising as a result of any such Person being a joint and several co-applicant with respect to any letter of credit or letter of guaranty); provided that (i) a Subsidiary that has not Guaranteed the Secured Obligations pursuant to the Collateral Agreement shall not Guarantee any Indebtedness or other obligations of any Loan Party and (ii) the aggregate amount of Indebtedness and other obligations of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation set forth in clause (c) above; (f) any Investment in the form of a contribution of any Specified Intercompany Indebtedness to the Subsidiary that is the obligor thereunder; (g) any Investment in the form of a contribution by the Borrower or any Subsidiary of Equity Interests in any Foreign Subsidiary to any other Foreign Subsidiary; (h) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business consistent with past practice and payable or dischargeable in accordance with customary trade terms, provided that such trade terms may include such concessionary trade terms as the Borrower or any such Subsidiary deems reasonable under the circumstancesbusiness; (viiii) Investments consisting made as a result of Equity Intereststhe receipt of noncash consideration from a sale, obligationstransfer, securities lease or other property received disposition, or an exclusive license, of any asset in settlement of delinquent accounts of and disputes compliance with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgmentsSection 6.05; (ixj) Investments by the Borrower or any Subsidiary that result solely from the receipt by the Borrower or such Subsidiary from any of its subsidiaries of a dividend or other Restricted Payment in the form of Equity Interests, evidences of Indebtedness or other securities (but not any additions thereto made after the date of the receipt thereof); (k) Investments in the form of Hedging Agreements permitted under Section 6.07; (l) payroll, travel and similar advances to directors and employees of the Borrower or any Subsidiary to cover matters that are expected at the time of such advances ultimately to be treated as expenses of the Borrower or such Subsidiary for accounting purposes and that are made in the ordinary course of business; (xm) loans or advances by to directors and employees of the Borrower or any Subsidiary to employees (A) made for reasonable and customary business-related travel, entertainment, relocation and other ordinary business purposes and (B) otherwise not exceeding $5,000,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances); (xi) Investments in the form of Swap Agreements permitted by Section 6.14; (xii) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiii) Investments received in connection with the dispositions of assets permitted by Section 6.05; (xiv) Investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (xv) other Investments (including in respect of earn-outs, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed the Available Basket Amount; provided that (x) before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $100,000,000; (xvi) Guarantees by the Borrower or any Subsidiary of leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business; (A) Investments from Loan Parties to non-Loan Party Subsidiaries existing on the Effective Date and set forth on Schedule 6.04(xvii) and any modification, replacement, renewal, reinvestment or extension thereof; (B) Investments from non-Loan Party Subsidiaries to Loan Parties and (C) Investments from Loan Parties to non-Loan Party Subsidiaries; provided that the aggregate amount of such loans and advances outstanding at any time shall not exceed $500,000; (n) to the extent constituting Investments, transfers of Intellectual Property to one or more Foreign Subsidiaries and Joint Ventures; (o) other Investments under and other acquisitions; provided that (i) the aggregate amount of all Investments made in reliance on this Section 6.04(a)(xvii)(C)clause (o) outstanding at any time, when taken together with the aggregate Acquisition Consideration paid in connection with all other acquisitions (other than any Indebtedness under Section 6.01(a)(xiii)(BDomestic Permitted Acquisition) made in reliance on this clause (o), shall not exceed $10,000,000; 10,000,000 in the aggregate, (xviiiii) other Investments in respect of earn-outs, milestones and other similar deferred purchase price obligations in an the aggregate amount of all Investments made in reliance on this clause (o) outstanding at any time, together with the aggregate Acquisition Consideration paid in connection with all other acquisitions made in reliance on this clause (o), shall not to exceed $4,000,000 15,000,000 in any fiscal year; provided that before the aggregate, (iii) at the time each such Investment or other acquisition is purchased, made or otherwise acquired and immediately after giving effect to any such Investmentthereto, (A) no Specified Event of Default has shall have occurred and is continuing be continuing, (B) the Liquidity shall not be less than $7,500,000 and (C) based on the information then available to the Borrower, the Borrower in good faith expects that Liquidity will not be less than $7,500,000 at any time during the six month period immediately following the consummation of such Investment or would result therefromother acquisition, and (iv) with respect to each such Investment or other acquisition (other than an Investment of less than $1,000,000 in a Subsidiary), the Borrower shall have delivered to the Administrative Agent a certificate of a Financial Officer of the Borrower certifying that all the requirements set forth in this clause (o) have been satisfied with respect to such Investment or other acquisition, together with a calculation in support of the satisfaction of the requirement set forth in clause (iii)(B) above; (xixp) other Investments and other acquisitions; provided that (i) at the time each such Investment or acquisition is purchased, made or otherwise acquired and immediately after giving effect thereto, (A) no Default shall have occurred and be continuing and (B) the licensing Borrower shall be in compliance with the covenant set forth in Section 6.12 and (ii) the aggregate amount of intellectual property all Investments made in reliance on arms’-length terms pursuant to joint marketing or joint venture arrangements this clause (p) outstanding at any time, together with the aggregate Acquisition Consideration paid in connection with all other Persons acquisitions made in reliance on this clause (p), shall not exceed $2,500,000 in the ordinary course aggregate; (q) other Investments and other acquisitions; provided that (i) at the time each such Investment or other acquisition is purchased, made or otherwise acquired and immediately after giving effect thereto, (A) no Default shall have occurred and be continuing, (B) the Liquidity shall not be less than $15,000,000 and (C) based on the information then available to the Borrower, the Borrower in good faith expects that Liquidity will not be less than $15,000,000 at any time during the six month period following the consummation of business which do not materially interfere such Investment or other acquisition and (ii) at the time each such Investment or other acquisition is purchased, made or otherwise acquired (other than an Investment of less than $1,000,000 in a Subsidiary), the Borrower shall have delivered to the Administrative Agent a certificate of a Financial Officer of the Borrower certifying that all the requirements set forth in this clause (q) have been satisfied with respect to such Investment or other acquisition, together with a calculation in support of the satisfaction of the requirement set forth in clause (i)(B) above. Notwithstanding anything to the contrary in this Section 6.04, any Investment in the form of a transfer of Intellectual Property shall be permitted only if such transfer complies with the business final paragraph of Section 6.05. In the event a wholly owned Subsidiary shall at any time cease to be a wholly owned Subsidiary (but shall remain a Person in which the Borrower or any Subsidiary owns any Equity Interests), the Borrower and the Subsidiaries; and (xx) Investments in the form of prepayments of expensesother Subsidiaries shall be deemed to have made, so long as at such expenses were incurred in the ordinary course of business and are paid in accordance with customary trade terms of the Borrower or any of its Subsidiaries. (b) For purposes of determining compliance with Section 6.04time, in the event that an Investment (or any portion thereof) at any time meets the criteria of more than one of the categories of permitted Investments described in Section 6.04(a)(i) through (xx) above, the Borrower, in its sole discretion, will classify and may subsequently reclassify such Investment (or any portion thereof) in any one or more of the types of Investments described in Section 6.04(a)(i) through (xx) above and will only be required to include the amount and type of such Investment in such former wholly owned Subsidiary in the aggregate amount of the above clauses as determined by the Borrower their existing Investments therein at such time. The Borrower will be entitled to divide and classify an Investment in more than one of the types of Investments described in Section 6.04(a)(i) through (xx) above. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, less any return of capital, without adjustment for subsequent increases or decreases in the value of such Investment.

Investments, Loans, Advances, Guarantees and Acquisitions. (a) The Neither Holdings nor the Borrower will notwill, nor will it they permit any Restricted Subsidiary to, purchase or acquire (including pursuant to make any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any InvestmentsInvestment, except: (ia) Permitted AcquisitionsInvestments and cash; (iib) Permitted Investmentsinvestments constituting the purchase or other acquisition (in one transaction or a series of related transactions) of all or substantially all of the property and assets or business of any Person or of assets constituting a business unit, a line of business or division of such Person, or the Equity Interests in a Person that, upon the consummation thereof, will be a Restricted Subsidiary if, after giving effect thereto on a Pro Forma Basis, the Borrower would be in compliance with Sections 6.12 and 6.13; provided that the aggregate amount of cash consideration paid in respect of such investments (including in the form of loans or advances made to Restricted Subsidiaries that are not Loan Parties) by Loan Parties involving the acquisition of Restricted Subsidiaries that do not become Loan Parties shall not, at the time such investment is made and after giving effect thereto, cause the Non-Guarantor Investment Basket to be exceeded (provided, that to the extent such Restricted Subsidiaries do become Loan Parties, the aggregate amount outstanding in reliance on this clause (b) shall be reduced by the amount initially utilized); (iiic) [reserved]; (d) Investments existing on the Effective Date or the Distribution Date (or in the case of replacement guarantees to be provided by Holdings in lieu of previously existing Honeywell parent guarantees, within 60 days after the Distribution Date) and to the extent having a principal amount in excess of $5,000,000 individually or $10,000,000 in the aggregate or arising after the Effective Date and on or before the Distribution Date (and identified as such) (in each case, other than with respect to intercompany Investments) set forth on Schedule 6.04(iii) 6.04 and any modification, replacement, renewal, reinvestment or extension thereof; (iv) Investments (including cash payments in respect of earn-outs, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed, when taken together with the aggregate amount of payments made pursuant to Section 6.08(b)(iii), $5,000,000 per fiscal year of the Borrower and $25,000,000 during the term of this Agreement; provided that (x) before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $50,000,000; (v) loans or advances made by the Borrower to any Subsidiary Loan Party and made by any Subsidiary Loan Party to the Borrower or any Subsidiary Loan Party, provided that any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement; provided, however, that the foregoing pledge requirement with respect to any intercompany indebtedness may be satisfied by delivery of an omnibus or global intercompany note executed by all Loan Parties as payees and all such obligors as payors; (vi) Guarantees constituting Indebtedness permitted by Section 6.01; (vii) receivables or other trade payables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business consistent with past practice and payable or dischargeable in accordance with customary trade terms, provided that such trade terms may include such concessionary trade terms as the Borrower or any such Subsidiary deems reasonable under the circumstances; (viii) Investments consisting of Equity Interests, obligations, securities or other property received in settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business; (x) loans or advances by the Borrower or any Subsidiary to employees (A) made for reasonable and customary business-related travel, entertainment, relocation and other ordinary business purposes and (B) otherwise not exceeding $5,000,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances); (xi) Investments in the form of Swap Agreements permitted by Section 6.14; (xii) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiii) Investments received in connection with the dispositions of assets permitted by Section 6.05; (xiv) Investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (xv) other Investments (including in respect of earn-outs, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed the Available Basket Amount; provided that (x) before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $100,000,000; (xvi) Guarantees by the Borrower or any Subsidiary of leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business; (A) Investments from Loan Parties to non-Loan Party Subsidiaries existing on the Effective Date and set forth on Schedule 6.04(xvii) and any modification, replacement, renewal, reinvestment or extension thereof; (B) Investments from non-Loan Party Subsidiaries to Loan Parties and (C) Investments from Loan Parties to non-Loan Party Subsidiaries; provided that the aggregate amount of Investments under this Section 6.04(a)(xvii)(C), when taken together with any Indebtedness under Section 6.01(a)(xiii)(B), shall not exceed $10,000,000; (xviii) other Investments in respect of earn-outs, milestones and other similar deferred purchase price obligations in an aggregate amount not to exceed $4,000,000 in any fiscal year; provided that before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom; (xix) the licensing of intellectual property on arms’-length terms pursuant to joint marketing or joint venture arrangements with other Persons in the ordinary course of business which do not materially interfere with the business of the Borrower and the Subsidiaries; and (xx) Investments in the form of prepayments of expenses, so long as such expenses were incurred in the ordinary course of business and are paid in accordance with customary trade terms of the Borrower or any of its Subsidiaries. (b) For purposes of determining compliance with Section 6.04, in the event that an Investment (or any portion thereof) at any time meets the criteria of more than one of the categories of permitted Investments described in Section 6.04(a)(i) through (xx) above, the Borrower, in its sole discretion, will classify and may subsequently reclassify such Investment (or any portion thereof) in any one or more of the types of Investments described in Section 6.04(a)(i) through (xx) above and will only be required to include the amount and type of such Investment in such of the above clauses as determined by the Borrower at such time. The Borrower will be entitled to divide and classify an Investment in more than one of the types of Investments described in Section 6.04(a)(i) through (xx) above. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, less any return of capital, without adjustment for subsequent increases or decreases in the value of such Investment.

Investments, Loans, Advances, Guarantees and Acquisitions. (a) The Borrower will not, nor and will it not permit any Subsidiary of its Subsidiaries to, purchase make, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any InvestmentsInvestment, except: (i) Permitted Acquisitions; (iia) Permitted Investments; (iiib) Investments existing on on, or contractually committed as of, the Effective Date and set forth on Schedule 6.04(iii) 6.04 and any modificationrefinancings, replacementrenewals, renewalextensions, reinvestment replacements or extension continuations thereof; (ivc) Investments by the Borrower and its Subsidiaries in Equity Interests in (including cash payments in respect x) Subsidiaries that are Subsidiary Loan Parties immediately prior to the time of earn-outs, milestones such Investments and other similar deferred purchase price obligations(y) in an aggregate amount not to exceed, when taken together with Joint Ventures; provided that the aggregate amount of payments made pursuant to Section 6.08(b)(iii)Investments by Loan Parties in, and Guarantees by Loan Parties of Indebtedness of, Persons that are not Loan Parties shall not at any time exceed $5,000,000 per fiscal year of the Borrower 2,500,000; and $25,000,000 during the term of this Agreement; provided further provided, that (x) before and immediately after giving effect any interests in such Joint Ventures shall not be subject to any restrictions prohibiting such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $50,000,000Loan Party from pledging such Equity Interests to the Lenders in accordance with Section 5.11 herein; (vd) loans or advances (x) made by the Borrower to any Subsidiary Loan Party and made by any Subsidiary Loan Party to the Borrower or any other Subsidiary Loan Party, and (y) made by the Borrower or any Subsidiary to any Joint Venture; provided that (A) any such loans and advances made by to a Loan Party shall be subordinated to the Obligations pursuant to the Affiliate Subordination Agreement and shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement; provided, however, that Agreement and (B) the foregoing pledge requirement with respect to any intercompany indebtedness may be satisfied amount of such loans and advances made by delivery of an omnibus or global intercompany note executed by all Loan Parties as payees and all such obligors as payorsto Persons that are not Loan Parties shall be subject to the limitation set forth in clause (c) above; (vie) Guarantees constituting Indebtedness permitted by Section 6.01; provided that the aggregate principal amount of Indebtedness of Persons that are not Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation set forth in clause (c) above; (vii) receivables or other trade payables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business consistent with past practice and payable or dischargeable in accordance with customary trade terms, provided that such trade terms may include such concessionary trade terms as the Borrower or any such Subsidiary deems reasonable under the circumstances; (viiif) Investments consisting of Equity Interests, obligations, securities or other property (including debt obligations and equity securities) received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts of and disputes with with, customers and suppliers suppliers, in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made each case in the ordinary course of business; (xg) loans accounts receivable, security deposits and prepayments arising and extensions of trade credit in the ordinary course of business and any assets and securities received in satisfaction or advances by partial satisfaction thereof from financially troubled account debtors to the Borrower extent reasonably necessary to prevent or limit loss and any Subsidiary to employees (A) made for reasonable and customary business-related travel, entertainment, relocation prepayments and other ordinary business purposes and (B) otherwise not exceeding $5,000,000 credits to suppliers in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs ordinary course of such loans or advances)business; (xih) Investments in the form consisting of Swap Agreements permitted by Section 6.14; (xii) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiii) Investments non-Cash consideration received in connection with the respect of sales, transfers or other dispositions of assets to the extent permitted by Section 6.05; (xivi) Investments constituting deposits described Swap Agreements entered into in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”compliance with Section 6.07; (xvj) other Investments (including in respect of earn-outsby the Borrower or any Subsidiary, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed at any time after the Available Basket Amount; provided that (x) before and immediately after giving effect to any such InvestmentEffective Date, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $100,000,0002,500,000; (xvik) Guarantees by the Borrower or any Subsidiary of operating leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into by the Borrower or any Subsidiary in the ordinary course of business; (Al) Investments from Loan Parties to non-Loan Party Subsidiaries existing on the Effective Date loans and set forth on Schedule 6.04(xvii) and any modification, replacement, renewal, reinvestment or extension thereof; (B) Investments from non-Loan Party Subsidiaries to Loan Parties and (C) Investments from Loan Parties to non-Loan Party Subsidiaries; provided that the aggregate amount of Investments under this Section 6.04(a)(xvii)(C), when taken together with any Indebtedness under Section 6.01(a)(xiii)(B), shall not exceed $10,000,000; (xviii) other Investments in respect of earn-outs, milestones and other similar deferred purchase price obligations in an aggregate amount not to exceed $4,000,000 in any fiscal year; provided that before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom; (xix) the licensing of intellectual property on arms’-length terms pursuant to joint marketing or joint venture arrangements with other Persons in the ordinary course of business which do not materially interfere with the business of advances by the Borrower and the Subsidiaries; and (xx) Investments in the form any of prepayments of expenses, so long as such expenses were incurred its Subsidiaries to new employees in the ordinary course of business and are paid for bona fide business purposes in accordance with customary trade terms of the Borrower or any of its Subsidiaries. (b) For purposes of determining compliance with Section 6.04, in the event that an Investment (or any portion thereof) aggregate amount at any time meets outstanding not in excess of $1,000,000 and advances of travel and entertainment expenses to employees in the criteria ordinary course of more than one business at any time outstanding not in excess of the categories of permitted $500,000; (m) Investments described resulting from pledges and deposits referred to in Section 6.04(a)(i6.02(a)(ii) through and 6.02(a)(vi); (xxn) above, the Borrower, 's Investments in its sole discretion, will classify CoBank Equity Interests and may subsequently reclassify such Investment Patronage Certificate; and (or any portion thereofo) in any one or more of the types of Investments described in Section 6.04(a)(i) through (xx) above and will only be required to include the amount and type of such Investment in such of the above clauses as determined by the Borrower at such time. The Borrower will be entitled to divide and classify an Investment in more than one of the types of Investments described in Section 6.04(a)(i) through (xx) above. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, less any return of capital, without adjustment for subsequent increases or decreases in the value of such InvestmentPermitted Acquisitions.

Investments, Loans, Advances, Guarantees and Acquisitions. (a) The Borrower will not, nor and will it not permit any Subsidiary of its Restricted Subsidiaries to, purchase or acquire (including pursuant to make any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Investments, Investment except: (ia) Permitted Acquisitions; (ii) cash and Permitted Investments; (iiib) Permitted Acquisitions and the Acquisition; (c) Investments by the Borrower and its Restricted Subsidiaries existing on the Effective Date date hereof or contemplated immediately after giving effect to the consummation of the Acquisition (including, for purposes of financing the Acquisition) or made by the Borrower and its Restricted Subsidiaries pursuant to legally binding written contracts in existence on the date hereof, and in each case set forth on Schedule 6.04(iii) 7.04, and any modification, conversion, replacement, renewalreinvestment, reinvestment renewal or extension thereofthereof to the extent not involving any additional net Investment; provided that the amount of the original Investment is not increased except as otherwise permitted by this Section 7.04; (ivd) Investments made by the Borrower in or to any Restricted Subsidiary or Unrestricted Subsidiary and made by any Restricted Subsidiary in or to the Borrower or any Unrestricted Subsidiary or another Restricted Subsidiary and Guarantees by the Borrower or any Restricted Subsidiary of obligations of any Unrestricted Subsidiary or Restricted Subsidiary; provided that (including cash payments i) the amount of any Investment under this clause (d) by a Loan Party in respect a Restricted Subsidiary which is not a Loan Party or in any Unrestricted Subsidiary made after the Closing Date or constituting a Guarantee of earn-outs, milestones and other similar deferred purchase price obligations) in an aggregate amount obligations of any Restricted Subsidiary that is not to a Loan Party or a Guarantee of obligations of any Unrestricted Subsidiary made after the Closing Date shall not exceed, when taken together with the aggregate amount of payments all other Investments (including Guarantees) made pursuant to Section 6.08(b)(iiithis clause (d), $5,000,000 per fiscal year the greater of the Borrower and $25,000,000 during the term of this Agreement; provided that (x) before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom $30,000,000 and (y) pro forma Liquidity after giving effect thereto shall exceed $50,000,000; 30% of Consolidated EBITDA for the most recently completed Test Period at the time made (vexcluding any intercompany accounts payable and receivable, guarantee fees and transfer pricing arrangements) loans or advances made by and (ii) in the Borrower to case of any Subsidiary intercompany Indebtedness (other than Indebtedness among Subsidiaries that are not Loan Party Parties and, for the avoidance of doubt, any intercompany accounts payable and made by any Subsidiary Loan Party to the Borrower or any Subsidiary Loan Partyreceivable, provided that any such loans guarantee fees and advances made by a Loan Party transfer pricing arrangements), (A) each item of intercompany Indebtedness shall be evidenced by a promissory note (which shall be substantially in the form of Exhibit H hereto or as otherwise agreed to by the Administrative Agent in its sole discretion), (B) each promissory note evidencing intercompany Indebtedness made by a Subsidiary that is not a Loan Party to a Loan Party shall contain the subordination provisions set forth in Exhibit I or as otherwise agreed to by the Administrative Agent in its sole discretion and (C) each promissory note evidencing intercompany Indebtedness held by a Loan Party shall be pledged to the Collateral Agent pursuant to the applicable Collateral Agreement; provided, however, that Documents to the foregoing pledge requirement with respect to any intercompany indebtedness may be satisfied by delivery of an omnibus or global intercompany note executed by all Loan Parties as payees and all such obligors as payorsextent required thereby; (vie) (i) Guarantees constituting Indebtedness permitted by Section 6.01; (vii) receivables or other trade payables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business consistent with past practice and payable or dischargeable in accordance with customary trade terms7.01, provided that such trade terms may include such concessionary trade terms as the Borrower or any such Subsidiary deems reasonable under the circumstances; (viii) Investments consisting of Equity Interests, obligations, securities or other property received in settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business; (x) loans or advances by the Borrower or any Subsidiary to employees (A) made for reasonable and customary business-related travel, entertainment, relocation and other ordinary business purposes and (Bii)Guarantees by (a) otherwise not exceeding $5,000,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs Loan Party of such loans or advances); (xi) Investments in the form of Swap Agreements permitted by Section 6.14; (xii) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiii) Investments received in connection with the dispositions of assets permitted by Section 6.05; (xiv) Investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (xv) other Investments (including in respect of earn-outs, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed the Available Basket Amount; provided that (x) before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $100,000,000; (xvi) Guarantees by the Borrower or any Subsidiary of operating leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case case, entered into any Loan Party in the ordinary course of business and (ii) any Restricted Subsidiary that is not a Loan Party of operating leases (other than Capital Lease Obligations) or of obligations that do not constitute Indebtedness, in each case, entered into by any Subsidiary that is not a Loan Party in the ordinary course of business; (Af) Investments from Loan Parties to received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; (g) Investments made as a result of the receipt of non-Loan Party Subsidiaries existing on cash consideration from a Disposition, of any asset in compliance with Section 7.03; (h) Investments in the Effective Date form of Swap Agreements entered into (i) to hedge or mitigate risks to which the Borrower or any Restricted Subsidiary has actual exposure (other than those in respect of Equity Interests of the Borrower or any of its Restricted Subsidiaries) or (ii) in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Restricted Subsidiary; (i) payroll, travel, education, relocation, entertainment and set forth on Schedule 6.04(xviisimilar advances or loans to directors, officers, consultants and employees of the Borrower or any Restricted Subsidiary that are made in the ordinary course of business; (j) extensions of trade credit in the ordinary course of business; (k) Investments (including acquisitions) to the extent the consideration paid therefor consists of Equity Interests or Equity Equivalents (other than Disqualified Capital Stock) of the Borrower or the proceeds of the issuance thereof; (l) Investments of any Person in existence at the time such Person becomes a Restricted Subsidiary; provided such Investment was not made in connection with or anticipation of such Person becoming a Restricted Subsidiary and any modification, replacement, renewal, reinvestment renewal or extension thereof; ; (Bm) any customary upfront, milestone, marketing or other funding payment in the ordinary course of business to another Person in connection with obtaining a right to receive royalty or other payments in the future; (n) Investments from non-in joint ventures and acquisitions of Equity Interests that would constitute Permitted Acquisitions but for the fact that Persons in which such Equity Interests are acquired do not become Wholly Owned Subsidiaries of a Loan Party Subsidiaries to Loan Parties and Party; provided that the sum of the aggregate amount of such Investments, plus the aggregate consideration paid in all such acquisitions, made under this clause (Cn) after the Closing Date shall not exceed $15,000,000 at any time outstanding; (o) Investments from Loan Parties consisting of Permitted Liens, Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and Article 4 customary trade arrangements with customers consistent with past practices; (p) loans, notes or advances to non-Loan Party Subsidiariesdirectors and employees of the Borrower or any Restricted Subsidiary made in the ordinary course of business; provided that the aggregate amount of Investments such loans and advances outstanding, when aggregated with the Guarantees then outstanding under this Section 6.04(a)(xvii)(C7.01(k), when taken together with at any Indebtedness under Section 6.01(a)(xiii)(B), time shall not exceed $10,000,0005,000,000; (xviiiq) any other Investment so long as the aggregate amount of all such Investments in respect made after the Closing Date does not exceed the greater of earn-outs, milestones (x) $30,000,000 or 30% of Consolidated EBITDA for the most recently completed Test Period at the time made; (r) the Borrower and other similar deferred its Restricted Subsidiaries may make additional Investments using the Available Amount so long as the Available Amount Conditions have been met; (s) the Acquisition; (t) Investments made to Unrestricted Subsidiaries consisting of the purchase price obligations of the Acquisition in order to consummate the Acquisition and pay Transaction Costs; (u) Investments by the Borrower or any Restricted Subsidiary in any Restricted Subsidiary made for tax planning reorganization purposes, so long as the Borrower provides to the Administrative Agent evidence reasonably acceptable to the Administrative Agent that, after giving pro forma effect to such Investments, the granting, perfection, validity and priority of the security interest in the Collateral is not impaired in any material respect by such Investment (as long as no material assets, on a net basis (as determined in good faith in writing by a Responsible Officer), are moved from Loan Parties to Restricted Subsidiaries that are not Loan Parties in reliance on this subclause; (v) Investments consisting of the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons; (w) Investments consisting of the conversion of any loans and advances (including any accrued but unpaid interest thereon) from any Loan Party to any Loan Party or Non-Loan Party, or from any Non-Loan Party to any Non-Loan Party into Equity Interests of such Person; and (x) Investments consisting of the Borrower or any Restricted Subsidiary making any intercompany loans or advances to repay, or to allow the relevant Subsidiary to repay, Indebtedness of the Acquired Business existing on the Closing Date (after giving effect to the consummation of the Acquisition) in an aggregate amount not to exceed $4,000,000 in any fiscal year; provided that before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom; (xix) the licensing of intellectual property on arms’-length terms pursuant to joint marketing or joint venture arrangements with other Persons in the ordinary course of business which do not materially interfere with the business of the Borrower and the Subsidiaries; and (xx) Investments in the form of prepayments of expenses, so long as such expenses were incurred in the ordinary course of business and are paid in accordance with customary trade terms of the Borrower or any of its Subsidiaries. (b) For purposes of determining compliance with Section 6.04, in the event that an Investment (or any portion thereof) at any time meets the criteria of more than one of the categories of permitted Investments described in Section 6.04(a)(i) through (xx) above, the Borrower, in its sole discretion, will classify and may subsequently reclassify such Investment (or any portion thereof) in any one or more of the types of Investments described in Section 6.04(a)(i) through (xx) above and will only be required to include the amount and type of such Investment in such of the above clauses as determined by the Borrower at such time. The Borrower will be entitled to divide and classify an Investment in more than one of the types of Investments described in Section 6.04(a)(i) through (xx) above45,000,000. For purposes of covenant compliancecompliance with this Section 7.04, the amount of any Investment shall be the amount actually invested, less any return of capitalaggregate cash investment at the time such Investment is made, without adjustment for subsequent increases or decreases in the value of such Investment or accrued and unpaid interest or dividends thereon, less all dividends or other distributions or any other amount paid, repaid, returned, distributed or otherwise received in cash in respect of such Investment. For the avoidance of doubt, if an Investment would be permitted under any provision of this Section 7.04 (other than Section 7.04(b)) and as a Permitted Acquisition, such Investment need not satisfy the requirements otherwise applicable to Permitted Acquisitions unless such Investment is consummated in reliance on Section 7.04(b).

Investments, Loans, Advances, Guarantees and Acquisitions. (a) The Term Facility Borrower will not, nor and will it not permit any Subsidiary of its Subsidiaries to, purchase purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Wholly-Owned Subsidiary prior to such merger) any InvestmentsEquity Interests, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or make any Acquisition, except: (i) Permitted Acquisitions; (iia) Permitted Investments; (iiib) Investments Investments, loans and advances existing on the Effective Date date hereof and set forth on in Schedule 6.04(iii) 6.04 and any modificationextensions, replacementrenewals and replacements thereof that do not increase the outstanding amount thereof, renewal, reinvestment or extension thereofas reduced from time to time; (ivc) Investments (including cash payments in respect of earn-outs, milestones a Securitization Entity in connection with Permitted Securitization Transactions and other similar deferred purchase price obligations) in an aggregate outstanding amount not acceptable to exceed, when taken together the Administrative Agent and required to consummate the Permitted Securitization Transactions plus accounts or notes receivable permitted to be transferred to a Securitization Entity in connection with the aggregate amount of payments made pursuant to Section 6.08(b)(iii), $5,000,000 per fiscal year of the Borrower and $25,000,000 during the term of this Agreement; provided that (x) before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $50,000,000Permitted Securitization Transactions; (vd) Investments, loans or advances made by the Borrower to any Subsidiary Loan Party and made by any Subsidiary Loan Party to the Borrower or any Subsidiary Loan Party, provided that any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement; provided, however, that the foregoing pledge requirement with respect to any intercompany indebtedness may be satisfied by delivery of an omnibus or global intercompany note executed by all Loan Parties as payees and all such obligors as payors; (vi) Guarantees constituting Indebtedness permitted by Section 6.01; (vii) receivables or other trade payables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business consistent with past practice and payable or dischargeable in accordance with customary trade terms, provided that such trade terms may include such concessionary trade terms as the Borrower or any such Subsidiary deems reasonable under the circumstances; (viii) Investments consisting of Equity Interests, obligations, securities or other property received in settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business; (x) loans or advances by the Term Facility Borrower or any Subsidiary to employees the Term Facility Borrower or any Subsidiary (A) made including, for reasonable and customary business-related travelthe avoidance of doubt, entertainmentany such Investments, relocation and other ordinary business purposes and (B) otherwise not exceeding $5,000,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advancesadvances incurred in connection with the Acquisitions); (xie) Investments in Additional Acquisitions, provided that: (i) before and after giving pro forma effect thereto (as of the form end of Swap Agreements permitted the most recently ended Fiscal Quarter of the Term Facility Borrower), no Default exists or would be caused thereby and (ii) if such Additional Acquisition involves the acquisition of Equity Interests, the consummation of such Additional Acquisition has been recommended by Section 6.14the Board of Directors and management of the target of such Additional Acquisition; (xii) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiii) Investments received in connection with the dispositions of assets permitted by Section 6.05; (xiv) Investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (xv) other Investments (including in respect of earn-outs, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed the Available Basket Amount; provided that (x) before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $100,000,000; (xvif) Guarantees (i) by the Term Facility Borrower or any Subsidiary of leases Indebtedness of the Term Facility Borrower or any Subsidiary that is a Guarantor, (other than Capital Lease Obligationsii) or by any Subsidiary that is not a Guarantor of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business; (A) Investments from Loan Parties to non-Loan Party Subsidiaries existing on the Effective Date and set forth on Schedule 6.04(xvii) and any modification, replacement, renewal, reinvestment or extension thereof; (B) Investments from non-Loan Party Subsidiaries to Loan Parties and (C) Investments from Loan Parties to non-Loan Party Subsidiaries; provided that the aggregate amount of Investments under this Section 6.04(a)(xvii)(C), when taken together with any Indebtedness under Section 6.01(a)(xiii)(B), shall not exceed $10,000,000; of any Subsidiary or (xviiiiii) other Investments in respect of earn-outs, milestones and other similar deferred purchase price obligations in an aggregate amount not to exceed $4,000,000 in any fiscal year; provided that before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom; (xix) the licensing of intellectual property on arms’-length terms pursuant to joint marketing or joint venture arrangements with other Persons in the ordinary course of business which do not materially interfere with the business of the Borrower and the SubsidiariesObligations; and (xxg) Investments Guarantees, investments, loans or advances not otherwise permitted by this Section 6.04 not in excess of 15% of Consolidated Total Assets in the form of prepayments of expenses, so long as such expenses were incurred in the ordinary course of business aggregate. It is acknowledged and are paid in accordance with customary trade terms of the Borrower or agreed that any of its Subsidiaries. Guarantees permitted by clauses (bf) For purposes of determining compliance with Section 6.04, in the event that an Investment and (or any portion thereof) at any time meets the criteria of more than one of the categories of permitted Investments described in Section 6.04(a)(i) through (xxg) above, to the Borrowerextent such Guarantee constitutes Indebtedness, in its sole discretion, will classify and may subsequently reclassify such Investment (or are subject to compliance with any portion thereof) in any one or more of the types of Investments described applicable limitations in Section 6.04(a)(i) through (xx) above and will only be required to include the amount and type of such Investment in such of the above clauses as determined by the Borrower at such time. The Borrower will be entitled to divide and classify an Investment in more than one of the types of Investments described in Section 6.04(a)(i) through (xx) above. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, less any return of capital, without adjustment for subsequent increases or decreases in the value of such Investment6.01.

Investments, Loans, Advances, Guarantees and Acquisitions. (a) The Neither Holdings or the Borrower will notwill, nor will it they permit any Subsidiary of the Subsidiaries to, purchase purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any InvestmentsEquity Interests in or evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit, except: (ia) Permitted Acquisitions; provided that the aggregate cash consideration paid or required to be paid by the Borrower or a wholly owned Subsidiary in connection with each Permitted Acquisition does not exceed the sum of (A) Retained Excess Cash Flow for the fiscal year ended immediately prior to the date of such Permitted Acquisition (to the extent not previously applied to repurchase Subordinated Debt, to make Permitted Acquisitions or to make Capital Expenditures), plus (B) cash generated in the ordinary course of the business of the Borrower and the Subsidiaries, plus (C) the Net Proceeds from any issuance of Equity Interests of Holdings (other than in connection with the Initial Public Offering) during the period of four consecutive fiscal quarters ended immediately prior to the date of such Permitted Acquisition (to the extent not previously applied to repurchase Subordinated Debt, to make Permitted Acquisitions, to make Capital Expenditures or to make investments under Section 6.04(m)), plus (D) (i) borrowings under the Revolving Facility in an amount equal to (x) $70,000,000, minus (y) the aggregate principal amount of Revolving Loans outstanding immediately prior to the date of such Permitted Acquisition the proceeds of which were applied previously to finance Permitted Acquisitions, plus (E) the proceeds from any Incremental Extensions of Credit (to the extent not previously applied to make Permitted Acquisitions or to prepay Revolving Loans), plus (F) in the event that, on a Pro Forma Basis as of the last day of most recently ended fiscal quarter of the Borrower for which financial statements are available, the Net Leverage Ratio is more than 0.25 below the maximum permitted Net Leverage Ratio as of the end of such fiscal quarter, as set forth in Section 6.13, the Net Proceeds of Additional Senior Subordinated Notes; (iib) Permitted Investments; (iiic) Investments investments existing on the Effective Original Closing Date and set forth on Schedule 6.04(iii) and any modification, replacement, renewal, reinvestment or extension thereof6.04; (ivd) Investments investments by Holdings, the Borrower and the Subsidiaries in Equity Interests in their respective subsidiaries; provided that (including cash payments i) any such Equity Interests held by a Loan Party shall be pledged pursuant to the Collateral Agreement (subject to the limitations applicable to Equity Interests of a Foreign Subsidiary or a Joint Venture referred to in respect the definition of earn-outs, milestones the term “Collateral and other similar deferred purchase price obligationsGuarantee Requirement”) in an aggregate amount not to exceed, when taken together with and (ii) the aggregate amount of payments made pursuant to Section 6.08(b)(iii)investments by Loan Parties in, $5,000,000 per fiscal year and loans and advances by Loan Parties to, and Guarantees by Loan Parties of Indebtedness of, Subsidiaries that are not Loan Parties (including all such investments, loans, advances and Guarantees existing on the Borrower and $25,000,000 during the term of this Agreement; provided that (xRestatement Effective Date) before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall not exceed $50,000,0007,500,000 at any time outstanding; (ve) loans or advances made by Holdings or the Borrower to any Subsidiary Loan Party and made by any Subsidiary Loan Party to the Borrower or any Subsidiary Loan Party, other Subsidiary; provided that (i) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement; provided, however, that Agreement and (ii) the foregoing pledge requirement with respect to any intercompany indebtedness may be satisfied amount of such loans and advances made by delivery of an omnibus or global intercompany note executed by all Loan Parties as payees and all such obligors as payorsto Subsidiaries that are not Loan Parties shall be subject to the limitation set forth in clause (d)(ii) above; (vif) Guarantees constituting Indebtedness permitted by Section 6.01; provided that (i) a Subsidiary shall not Guarantee the Subordinated Debt unless (A) such Subsidiary also has Guaranteed the Obligations pursuant to the Collateral Agreement and (B) such Guarantee of the Subordinated Debt is subordinated to such Guarantee of the Obligations on terms no less favorable to the Lenders than the subordination provisions of the Subordinated Debt and (ii) the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation set forth in clause (d)(ii) above; (viig) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; (h) receivables or other trade payables owing to the Borrower or any a Subsidiary if created or acquired in the ordinary course of business consistent with past practice and payable or dischargeable in accordance with customary trade terms, ; provided that such trade terms may include such concessionary trade terms as the Borrower or any such Subsidiary deems reasonable under the circumstances; (viiii) Investments investments consisting of Equity Interests, obligations, securities or other property received in settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ixj) Investments by the Borrower or any Subsidiary investments in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business; (xk) loans or advances by to employees made in the ordinary course of business of the Borrower or any a Subsidiary to employees (A) made for reasonable and customary business-related travel, entertainment, relocation and other ordinary business purposes and (B) otherwise not exceeding $5,000,000 1,000,000 in the aggregate outstanding at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances)one time; (xil) Investments investments in the form of Swap Agreements permitted by under Section 6.146.07; (xiim) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiii) Investments received in connection with the dispositions of assets permitted by Section 6.05; (xiv) Investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (xv) other Investments (including in respect of earn-outs, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed the Available Basket Amount; provided that (x) before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $100,000,000; (xvi) Guarantees by the Borrower or any Subsidiary financed with the Net Proceeds from any issuance of leases Equity Interests of Holdings during the period of four consecutive fiscal quarters ended immediately prior to the date of such investment (other than to the extent not previously applied to repurchase Subordinated Debt, to make Permitted Acquisitions, to make Capital Lease Obligations) Expenditures or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business; (A) Investments from Loan Parties to non-Loan Party Subsidiaries existing on the Effective Date and set forth on Schedule 6.04(xvii) and any modification, replacement, renewal, reinvestment or extension thereof; (B) Investments from non-Loan Party Subsidiaries to Loan Parties and (C) Investments from Loan Parties to non-Loan Party Subsidiaries; provided that the aggregate amount of Investments make investments under this Section 6.04(a)(xvii)(Cclause (m), when taken together with any Indebtedness under Section 6.01(a)(xiii)(B), shall not exceed $10,000,000; (xviii) other Investments in respect of earn-outs, milestones and other similar deferred purchase price obligations in an aggregate amount not to exceed $4,000,000 in any fiscal year; provided that before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom; (xix) the licensing of intellectual property on arms’-length terms pursuant to joint marketing or joint venture arrangements with other Persons in the ordinary course of business which do not materially interfere with the business of the Borrower and the Subsidiaries; and (xxn) Investments other investments in an aggregate amount, as valued at cost at the time each such investment is made, not exceeding $20,000,000 in the form aggregate for all such investments made from and after the Restatement Effective Date plus an amount equal to any repayments, interest, returns, profits, distributions, income and similar amounts actually received in cash in respect of prepayments of expenses, so long as any such expenses were incurred in the ordinary course of business and are paid in accordance with customary trade terms of the Borrower or any of its Subsidiaries. investment (b) For purposes of determining compliance with Section 6.04, in the event that an Investment (or any portion thereof) at any time meets the criteria of more than one of the categories of permitted Investments described in Section 6.04(a)(i) through (xx) above, the Borrower, in its sole discretion, will classify and may subsequently reclassify such Investment (or any portion thereof) in any one or more of the types of Investments described in Section 6.04(a)(i) through (xx) above and will only be required to include the which amount and type of such Investment in such of the above clauses as determined by the Borrower at such time. The Borrower will be entitled to divide and classify an Investment in more than one of the types of Investments described in Section 6.04(a)(i) through (xx) above. For purposes of covenant compliance, shall not exceed the amount of any Investment shall be such investment valued at cost at the amount actually invested, less any return of capital, without adjustment for subsequent increases or decreases in the value of time such Investmentinvestment was made).

Investments, Loans, Advances, Guarantees and Acquisitions. (a) The Borrower will not, nor and will it not permit any Subsidiary to, purchase or acquire (including pursuant of the Subsidiaries to make any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Investments, Investments except: (i) Permitted Acquisitions; (iia) Permitted Investments; (iiib) Investments existing on the Effective Date date hereof and set forth on in Schedule 6.04(iii) and any modification, replacement, renewal, reinvestment or extension thereof7.04; (c) Investments made by the Borrower in the Capital Stock of any Subsidiary Guarantor and investments made by any Subsidiary Guarantor in the Capital Stock of any other Subsidiary Guarantor, provided that any such Capital Stock owned by the Borrower or any Subsidiary Guarantor shall be pledged pursuant to the Security Agreements; (d) Acquisitions (whether by purchase of stock or assets, merger or consolidation) by the Borrower and/or its Subsidiaries not otherwise permitted by this Section, provided that: (i) such acquisition shall be within the same industry and line of business as that conducted by, or contemplated to be conducted by, the Borrower and/or the Subsidiaries on the Effective Date; (ii) the aggregate consideration of all acquisitions entered into by the Borrower and/or the Subsidiaries in any Fiscal Year shall not exceed Thirty Million Dollars ($30,000,000.00); (iii) the Borrower shall furnish the Agent with written notice of such acquisition not less than thirty (30) days prior to the closing of such acquisition together with copies of all definitive documentation and financial information of the person being acquired as such documentation and financial information is available; (iv) Investments in the event any acquisition is of Capital Stock, the Borrower shall, pursuant the Security Agreements, grant to the Agent a first security interest in all of the Capital Stock of such new Subsidiary if such new Subsidiary is a Domestic Subsidiary, and sixty-six percent (including cash payments in respect 66%) of earn-outsthe Capital Stock of such new Subsidiary if such new Subsidiary is a Material Foreign Subsidiary, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceedeach new Subsidiary shall, when taken together at the time it becomes a new Subsidiary, execute such certifications, opinions, resolutions and documents as the Agent may reasonably require (consistent with the aggregate amount requirements of payments made pursuant this Agreement) to Section 6.08(b)(iii)cause such new Subsidiary (if a Domestic Subsidiary) to execute and deliver a Guaranty Agreement and to cause such new Subsidiary to execute and delivery, $5,000,000 per fiscal year or become a party to, the Security Agreements in order for such new Subsidiary to grant to the Agent a first security interest in the assets of such new Subsidiary, subject to the Permitted Encumbrances; (v) the board of directors of the Person being acquired shall have approved the acquisition; and (vi) the Borrower shall have delivered to the Agent a certificate of a Financial Officer of the Borrower and $25,000,000 during the term of this Agreement; provided that (x) before and immediately demonstrating that, on a pro forma basis, after giving effect to any such Investmentacquisition, (1) the Borrower would be in compliance with Sections 7.12, 7.13, 7.14 and 7.15 (such covenants to be determined as if such acquisition had been consummated on the first day of the period for which such covenants are being calculated) and (2) no Specified Default or Event of Default has occurred and is continuing shall or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $50,000,000exist; (ve) loans Loans or advances made by the Borrower to any Subsidiary Loan Party Guarantor and loans or advances made by any Subsidiary Loan Party Guarantor to the Borrower or any other Subsidiary Loan PartyGuarantor, provided that any such loans and advances made by a Loan Party shall be evidenced by a promissory note which shall be pledged pursuant to the Collateral AgreementSecurity Agreements; provided, however, that the foregoing pledge requirement with respect to any intercompany indebtedness may be satisfied by delivery of an omnibus or global intercompany note executed by all Loan Parties as payees and all such obligors as payors;and (vif) Guarantees constituting Indebtedness permitted Acquisitions made by Section 6.01; (vii) receivables or other trade payables owing to the Borrower from any Subsidiary Guarantor and made by any Subsidiary Guarantor from the Borrower or any other Subsidiary if created or acquired in the ordinary course of business consistent with past practice and payable or dischargeable in accordance with customary trade terms, provided that such trade terms may include such concessionary trade terms as the Borrower or any such Subsidiary deems reasonable under the circumstances; (viii) Investments consisting of Equity Interests, obligations, securities or other property received in settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business; (x) loans or advances by the Borrower or any Subsidiary to employees (A) made for reasonable and customary business-related travel, entertainment, relocation and other ordinary business purposes and (B) otherwise not exceeding $5,000,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances); (xi) Investments in the form of Swap Agreements permitted by Section 6.14; (xii) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiii) Investments received in connection with the dispositions of assets permitted by Section 6.05; (xiv) Investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (xv) other Investments (including in respect of earn-outs, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed the Available Basket Amount; provided that (x) before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $100,000,000; (xvi) Guarantees by the Borrower or any Subsidiary of leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business; (A) Investments from Loan Parties to non-Loan Party Subsidiaries existing on the Effective Date and set forth on Schedule 6.04(xvii) and any modification, replacement, renewal, reinvestment or extension thereof; (B) Investments from non-Loan Party Subsidiaries to Loan Parties and (C) Investments from Loan Parties to non-Loan Party Subsidiaries; provided that the aggregate amount of Investments under this Section 6.04(a)(xvii)(C), when taken together with any Indebtedness under Section 6.01(a)(xiii)(B), shall not exceed $10,000,000; (xviii) other Investments in respect of earn-outs, milestones and other similar deferred purchase price obligations in an aggregate amount not to exceed $4,000,000 in any fiscal year; provided that before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom; (xix) the licensing of intellectual property on arms’-length terms pursuant to joint marketing or joint venture arrangements with other Persons in the ordinary course of business which do not materially interfere with the business of the Borrower and the Subsidiaries; and (xx) Investments in the form of prepayments of expenses, so long as such expenses were incurred in the ordinary course of business and are paid in accordance with customary trade terms of the Borrower or any of its SubsidiariesGuarantor. (b) For purposes of determining compliance with Section 6.04, in the event that an Investment (or any portion thereof) at any time meets the criteria of more than one of the categories of permitted Investments described in Section 6.04(a)(i) through (xx) above, the Borrower, in its sole discretion, will classify and may subsequently reclassify such Investment (or any portion thereof) in any one or more of the types of Investments described in Section 6.04(a)(i) through (xx) above and will only be required to include the amount and type of such Investment in such of the above clauses as determined by the Borrower at such time. The Borrower will be entitled to divide and classify an Investment in more than one of the types of Investments described in Section 6.04(a)(i) through (xx) above. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, less any return of capital, without adjustment for subsequent increases or decreases in the value of such Investment.

Investments, Loans, Advances, Guarantees and Acquisitions. (a) The Parent and the Borrower will not, nor and will it not permit any Subsidiary to, purchase of the Subsidiaries to make or acquire (including pursuant permit to exist any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Investments, Investment except: (i) Permitted Acquisitions; (iia) Permitted Investments; (iiib) Investments existing on by the Effective Date Parent, the Borrower and set forth on Schedule 6.04(iii) and the Subsidiaries in Equity Interests in their respective subsidiaries, provided that any modification, replacement, renewal, reinvestment or extension thereofsuch Equity Interests held by a Loan Party shall be pledged to the Administrative Agent as collateral security for the obligations of the Loan Parties under the Loan Documents pursuant to the Security Documents (subject to the limitations applicable to Foreign Subsidiary Equity Interests referred to in Section 4.01(f)(i)); (iv) Investments (including cash payments in respect of earn-outs, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed, when taken together with the aggregate amount of payments made pursuant to Section 6.08(b)(iii), $5,000,000 per fiscal year of the Borrower and $25,000,000 during the term of this Agreement; provided that (x) before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $50,000,000; (vc) loans or advances made by the Parent, the Borrower to any Subsidiary Loan Party and made by or any Subsidiary Loan Party to the Parent, the Borrower or any Subsidiary Loan Party, provided that any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged to the Administrative Agent as collateral security for the obligations of the Loan Parties under the Loan Documents pursuant to the Collateral Agreement; provided, however, that the foregoing pledge requirement with respect to any intercompany indebtedness may be satisfied by delivery of an omnibus or global intercompany note executed by all Loan Parties as payees and all such obligors as payorsSecurity Documents; (vid) (i) Guarantees constituting Indebtedness permitted by Section 6.01, provided that no Subsidiary shall guarantee Permitted Additional Indebtedness unless, if applicable, such guaranty is subordinated to the Obligations on the same terms as such Indebtedness and (ii) Guarantees by the Parent, the Borrower or any Subsidiary of the obligations (other than Indebtedness) of the Parent, the Borrower or any Subsidiary; (viie) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; (f) Permitted Acquisitions, provided that (i) the aggregate Purchase Prices of all Permitted Acquisitions under this clause (f) shall not exceed $250,000,000 and (ii) if, on the date of any Permitted Acquisition, the aggregate Purchase Price of such Permitted Acquisition, together with the aggregate Purchase Prices of all prior Permitted Acquisitions occurring after the Closing Date, shall exceed $150,000,000, then such excess amount as at such date shall not be greater than the Available Equity Issuance Amounts as at such date, and at the time of such Permitted Acquisition, the Borrower shall deliver a certificate of a Financial Officer stating the portion of the Purchase Price of such Permitted Acquisition being made from the Available Equity Issuance Amounts, and setting forth a calculation of the Available Equity Issuance Amount immediately before and immediately after such Permitted Acquisition; (g) loans and advances to employees, directors or consultants in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses and temporary advances to employees or directors in respect of income taxes related to the exercise of stock options) to the extent permitted under the Xxxxxxxx-Xxxxx Act of 2002, as amended, in an aggregate principal amount not to exceed $5,000,000 at any one time outstanding; (h) Investments by the Parent, the Borrower and the Subsidiaries in Hedging Agreements permitted under Section 6.07; (i) extensions of trade credit or the holding of receivables or other trade payables owing to the Parent, the Borrower or any Subsidiary if created or acquired in the ordinary course of business consistent with past practice and payable or dischargeable in accordance with customary trade terms, provided that such trade terms may include such concessionary trade terms as the Borrower or any such Subsidiary deems reasonable under the circumstancesbusiness; (viiij) Investments consisting of Equity Interests, obligations, securities or other property received in settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business; (xk) loans Investments that are financed or advances by acquired with Equity Interests of the Borrower or any Subsidiary to employees Parent; (Al) made for reasonable and customary business-related travel, entertainment, relocation Investments set forth on Schedule 6.04 (and other ordinary business purposes and (B) otherwise not exceeding $5,000,000 investments received in respect thereof without the aggregate at any time outstanding (determined without regard to any write-downs or write-offs payment of such loans or advancesadditional cash consideration); (xim) Investments made with Net Proceeds to the extent permitted to be so applied or reinvested as set forth in the form definition of Swap Agreements permitted Prepayment Event and as contemplated by Section 6.142.11(b); (xiin) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including received as consideration in connection with a Permitted Acquisitionsales, transfers or other dispositions permitted under this Agreement; (o) so long as such investments were not no Default or Dividend Suspension Period has occurred and is continuing, other Investments, the amount of which is deducted from Available Cash for the Relevant Period in which made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; pursuant to clause (xiii) Investments received in connection with the dispositions of assets permitted by Section 6.05; (xiv) Investments constituting deposits described in clauses (c) and (div) of the definition of such term in Section 1.01, in an aggregate amount not to exceed the term “Permitted Encumbrances”amount of Cumulative Distributable Cash at such time, provided that, after June 30, 2005, no Investment shall be made under this clause (o) prior to the date 5 days after the Borrower shall have delivered to the Administrative Agent a certificate of a Financial Officer stating the amount of such Investment to be made pursuant to this clause (o) and demonstrating that the sum of (A) Cumulative Distributable Cash through the most recent fiscal quarter as of which financial statements have been delivered to the Lenders under Section 5.01 minus (B) the amount of such Investment, is greater than zero; (xvp) so long as no Default or Dividend Suspension Period has occurred and is continuing, other Investments (including in respect of earn-outs, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed the Available Basket Amount; Equity Issuance Amount at such time, provided that at the time of any Investment under this clause (xp), the Borrower shall deliver a certificate of a Financial Officer stating the amount of the Investment being made pursuant to this clause (p) and setting forth a calculation of the Available Equity Issuance Amount immediately before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $100,000,000; (xvi) Guarantees by the Borrower or any Subsidiary of leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business; (A) Investments from Loan Parties to non-Loan Party Subsidiaries existing on the Effective Date and set forth on Schedule 6.04(xvii) and any modification, replacement, renewal, reinvestment or extension thereof; (B) Investments from non-Loan Party Subsidiaries to Loan Parties and (C) Investments from Loan Parties to non-Loan Party Subsidiaries; provided that the aggregate amount of Investments under this Section 6.04(a)(xvii)(C), when taken together with any Indebtedness under Section 6.01(a)(xiii)(B), shall not exceed $10,000,000; (xviii) other Investments in respect of earn-outs, milestones and other similar deferred purchase price obligations in an aggregate amount not to exceed $4,000,000 in any fiscal year; provided that before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom; (xix) the licensing of intellectual property on arms’-length terms pursuant to joint marketing or joint venture arrangements with other Persons in the ordinary course of business which do not materially interfere with the business of the Borrower and the Subsidiaries; and (xxq) Investments in the form of prepayments of expenses, so long as such expenses were incurred in the ordinary course of business and are paid in accordance with customary trade terms of the Borrower or any of its SubsidiariesCrest Assets. (b) For purposes of determining compliance with Section 6.04, in the event that an Investment (or any portion thereof) at any time meets the criteria of more than one of the categories of permitted Investments described in Section 6.04(a)(i) through (xx) above, the Borrower, in its sole discretion, will classify and may subsequently reclassify such Investment (or any portion thereof) in any one or more of the types of Investments described in Section 6.04(a)(i) through (xx) above and will only be required to include the amount and type of such Investment in such of the above clauses as determined by the Borrower at such time. The Borrower will be entitled to divide and classify an Investment in more than one of the types of Investments described in Section 6.04(a)(i) through (xx) above. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, less any return of capital, without adjustment for subsequent increases or decreases in the value of such Investment.

Investments, Loans, Advances, Guarantees and Acquisitions. (a) The Borrower will not, nor and will it not permit any Subsidiary of the Subsidiaries to, make any Investment in, or Guarantee any obligations of, any other Person, or purchase or otherwise acquire (including pursuant to any merger with any Person that was not in one transaction or a wholly owned Subsidiary prior to such mergerseries of transactions) any Investmentsassets of any other Person constituting a business unit, except: (i) Permitted AcquisitionsInvestments; (ii) Permitted InvestmentsInvestments of the Borrower, the Subsidiary Loan Parties and Holdings and its subsidiaries set forth on Schedule 6.04; (iii) Investments existing on the Effective Date and set forth on Schedule 6.04(iii) and any modification, replacement, renewal, reinvestment or extension thereofGuarantees of Indebtedness and/or Guarantees consisting of Indebtedness permitted by Section 6.01; (iv) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; (including v) Investments by (A) the Borrower or any Subsidiary Loan Party in Subsidiary Loan Parties and (B) prior to the Borrowing Base Date, Holdings in its subsidiaries and subsidiaries of Holdings in Holdings or any other subsidiary of Holdings; provided that the Borrower and such Subsidiary Loan Party or Holdings and such subsidiary of Holdings, as the case may be, shall comply with the applicable provisions of Section 5.11 with respect to any newly formed Subsidiary; (vi) Investments consisting of non-cash payments consideration received in respect connection with any Asset Sale permitted by Section 6.05; (vii) Investments by the Subsidiaries in the Borrower; provided that the proceeds of earn-outssuch Investments are used for a purpose set forth in Section 5.10(b); (viii) prior to the Borrowing Base Date, milestones Investments by the Borrower or any Subsidiary Loan Party in Holdings and other similar deferred purchase price obligationsits subsidiaries; (ix) usual and customary loans and advances to employees, officers and directors of the Borrower and the Subsidiaries; (x) Investments by the Borrower or any of the Subsidiaries in Joint Ventures in an aggregate amount not to exceed, when taken together with exceed $15,000,000 in the aggregate amount of payments made pursuant to Section 6.08(b)(iii), $5,000,000 per in any fiscal year of the Borrower Borrower; (xi) Investments in charitable foundations organized under Section 501(c) of the Code in an amount not to exceed $7,500,000 in the aggregate in any calendar year; (xii) any Investment consisting of a Hedging Agreement permitted by Section 6.07; (xiii) Business Acquisitions and $25,000,000 during the term Investments that are not otherwise permitted under any other provision of this AgreementSection 6.04; provided that (xA) before and immediately after giving effect to any at the time of such Investment, Business Acquisition or Investment no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $50,000,000; (v) loans or advances made by the Borrower to any Subsidiary Loan Party and made by any Subsidiary Loan Party to the Borrower or any Subsidiary Loan Party, provided that any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement; provided, however, that the foregoing pledge requirement with respect to any intercompany indebtedness may be satisfied by delivery of an omnibus or global intercompany note executed by all Loan Parties as payees and all such obligors as payors; (vi) Guarantees constituting Indebtedness permitted by Section 6.01; (vii) receivables or other trade payables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business consistent with past practice and payable or dischargeable in accordance with customary trade terms, provided that such trade terms may include such concessionary trade terms as the Borrower or any such Subsidiary deems reasonable under the circumstances; (viii) Investments consisting of Equity Interests, obligations, securities or other property received in settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business; (x) loans or advances by the Borrower or any Subsidiary to employees (A) made for reasonable and customary business-related travel, entertainment, relocation and other ordinary business purposes and (B) otherwise not exceeding $5,000,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances); (xi) Investments in the form of Swap Agreements permitted by Section 6.14; (xii) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiii) Investments received in connection with the dispositions of assets permitted by Section 6.05; (xiv) Investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (xv) other Investments (including in respect of earn-outs, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed the Available Basket Amount; provided that (x) before and immediately after giving effect to any such Business Acquisition or Investment, no Specified Event of Default has occurred and the Revolver Availability is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed greater than $100,000,000; (xvixiv) Guarantees Investments consisting of Sellers’ Retained Interests in Securitizations permitted by the Borrower or any Subsidiary of leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business;Sections 6.01 and 6.05; and (A) Investments from Loan Parties by the Borrower or a Subsidiary in connection with a Securitization permitted pursuant to non-Loan Party Subsidiaries existing on the Effective Date this Agreement and set forth on Schedule 6.04(xvii) and any modification, replacement, renewal, reinvestment or extension thereof; (B) Investments from non-Loan Party Subsidiaries any Investment or other Guarantee that may be deemed made by the Borrower due to Loan Parties and (C) Investments from Loan Parties to non-Loan Party Subsidiaries; provided the fact that the aggregate amount of Investments under this Section 6.04(a)(xvii)(C), when taken together with any Indebtedness under Section 6.01(a)(xiii)(B), shall not exceed $10,000,000; (xviii) other Investments a Parent Undertaking has been entered into in respect of earn-outs, milestones and other similar deferred purchase price obligations in an aggregate amount not to exceed $4,000,000 in any fiscal year; provided that before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom; (xix) the licensing of intellectual property on arms’-length terms a Securitization permitted pursuant to joint marketing or joint venture arrangements with other Persons in the ordinary course of business which do not materially interfere with the business of the Borrower and the Subsidiaries; and (xx) Investments in the form of prepayments of expenses, so long as such expenses were incurred in the ordinary course of business and are paid in accordance with customary trade terms of the Borrower or any of its SubsidiariesAgreement. (b) For purposes of determining compliance with Section 6.04, in the event that an Investment (or any portion thereof) at any time meets the criteria of more than one of the categories of permitted Investments described in Section 6.04(a)(i) through (xx) above, the Borrower, in its sole discretion, will classify and may subsequently reclassify such Investment (or any portion thereof) in any one or more of the types of Investments described in Section 6.04(a)(i) through (xx) above and will only be required to include the amount and type of such Investment in such of the above clauses as determined by the Borrower at such time. The Borrower will be entitled to divide and classify an Investment in more than one of the types of Investments described in Section 6.04(a)(i) through (xx) above. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, less any return of capital, without adjustment for subsequent increases or decreases in the value of such Investment.

Investments, Loans, Advances, Guarantees and Acquisitions. (a) The Borrower It will not, nor and will it not permit any Subsidiary of its Restricted Subsidiaries to, purchase purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Wholly-Owned Subsidiary prior to such merger) any InvestmentsInvestment in or Guarantee any obligations of, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit, except: (i) Permitted Acquisitions; (iia) Permitted Investments; (iiib) Investments existing on by the Effective Date and set forth on Schedule 6.04(iii) MLP and any modification, replacement, renewal, reinvestment or extension thereofRestricted Subsidiary in the Equity Interests of any Restricted Subsidiary; (iv) Investments (including cash payments in respect of earn-outs, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed, when taken together with the aggregate amount of payments made pursuant to Section 6.08(b)(iii), $5,000,000 per fiscal year of the Borrower and $25,000,000 during the term of this Agreement; provided that (x) before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $50,000,000; (vc) loans or advances made by the Borrower MLP to any Restricted Subsidiary Loan Party and made by any Restricted Subsidiary Loan Party to the Borrower MLP or any Subsidiary Loan Party, provided that any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement; provided, however, that the foregoing pledge requirement with respect to any intercompany indebtedness may be satisfied by delivery of an omnibus or global intercompany note executed by all Loan Parties as payees and all such obligors as payorsother Restricted Subsidiary; (vid) Guarantees constituting Indebtedness permitted by Section 6.01; (viie) receivables or other trade payables owing to the Borrower or any Subsidiary if created or acquired Borrower’s interest in the ordinary course of business consistent with past practice ST Linden Terminal, LLC and payable or dischargeable in accordance with customary trade terms, provided that such trade terms may include such concessionary trade terms as the Borrower or any such Subsidiary deems reasonable under the circumstancesAves Depoculuk Ve Antrepoculuk Hizmetleri A.S.; (viiif) Investments consisting of Equity Interests, obligations, securities the purchase or other property received in settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments acquisition by the Borrower MLP or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business; (x) loans or advances by the Borrower or any Subsidiary to employees (A) made for reasonable and customary business-related travel, entertainment, relocation and other ordinary business purposes and (B) otherwise not exceeding $5,000,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances); (xi) Investments in the form of Swap Agreements permitted by Section 6.14; (xii) Investments of any Person existing at the time such Person becomes a Restricted Subsidiary of the Borrower assets of another Person constituting all or consolidates or merges with the Borrower or any substantially all of the Subsidiaries (including in connection with property and assets or business of another Person or assets that constitute a Permitted Acquisition) so long as such investments were not made in contemplation business unit, line of such Person becoming business or division of another Person, or the purchase or other acquisition by the MLP or a Restricted Subsidiary of all or of such consolidation or merger; (xiii) Investments received in connection with the dispositions of assets permitted by Section 6.05; (xiv) Investments constituting deposits described in clauses (c) and (d) substantially all of the definition Equity Interests in any Person, that immediately upon the consummation thereof, will be a Restricted Subsidiary (including, without limitation, as a result of the term “Permitted Encumbrances”; (xv) other Investments (including in respect of earn-outsa merger or consolidation otherwise permitted under this Agreement); provided, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed the Available Basket Amount; provided that (x) that, both before and immediately after giving effect to any such Investment, no Specified Event Default shall exist, including, without limitation, a Default with respect to use of Default has occurred proceeds set forth in Section 5.08, and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto the MLP shall exceed $100,000,000be in Pro Forma Compliance; (xvi) Guarantees by the Borrower or any Subsidiary of leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business; (Ag) Investments from Loan Parties to non-Loan Party Subsidiaries existing on the Effective Date in Joint Venture Interests and set forth on Schedule 6.04(xvii) and any modification, replacement, renewal, reinvestment or extension thereof; (B) Investments from non-Loan Party Subsidiaries to Loan Parties and (C) Investments from Loan Parties to non-Loan Party Unrestricted Subsidiaries; provided that the aggregate amount of Investments under this Section 6.04(a)(xvii)(C)provided, when taken together with any Indebtedness under Section 6.01(a)(xiii)(B)that, shall not exceed $10,000,000; (xviii) other Investments in respect of earn-outs, milestones and other similar deferred purchase price obligations in an aggregate amount not to exceed $4,000,000 in any fiscal year; provided that both before and immediately after giving effect to any such Investment, no Specified Event Default shall exist, including, without limitation, a Default with respect to use of Default has occurred proceeds set forth in Section 5.08, and is continuing or would result therefromthe MLP shall be in Pro Forma Compliance; provided, further that the aggregate amount of Investments made pursuant to this clause (g) (other than Investments described in Schedule 6.04) shall not exceed $750,000,000 in the aggregate at any time; (xixh) Investments in Swap Agreements other than Permitted Swap Agreements; provided, that, both before and after giving effect to any such Investment, no Default shall exist, including, without limitation, a Default with respect to use of proceeds set forth in Section 5.08, and the licensing MLP shall be in Pro Forma Compliance; provided, further that the aggregate amount of intellectual property on arms’-length terms Investments made pursuant to joint marketing or joint venture arrangements with other Persons this clause (h) shall not exceed $100,000,000 in the ordinary course of business which do not materially interfere with the business of the Borrower and the Subsidiariesaggregate at any time; and (xxi) Investments in the form Guarantees of prepayments obligations not constituting Indebtedness of expenses, so long as such expenses were incurred in the ordinary course of business and are paid in accordance with customary trade terms of the Borrower or any of its Restricted Subsidiaries. (b) For purposes of determining compliance with Section 6.04, in the event that an Investment (or any portion thereof) at any time meets the criteria of more than one of the categories of permitted Investments described in Section 6.04(a)(i) through (xx) above, the Borrower, in its sole discretion, will classify and may subsequently reclassify such Investment (or any portion thereof) in any one or more of the types of Investments described in Section 6.04(a)(i) through (xx) above and will only be required to include the amount and type of such Investment in such of the above clauses as determined by the Borrower at such time. The Borrower will be entitled to divide and classify an Investment in more than one of the types of Investments described in Section 6.04(a)(i) through (xx) above. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, less any return of capital, without adjustment for subsequent increases or decreases in the value of such Investment.

Investments, Loans, Advances, Guarantees and Acquisitions. (a) The Borrower No Consolidated Entity will notpurchase, nor will it permit any Subsidiary to, purchase hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Wholly-Owned Subsidiary prior to such merger) any InvestmentsCapital Stock, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (or any material portion thereof), except: (i) Permitted Acquisitions; (iia) Permitted Investments; (iiib) Investments existing on by the Effective Date and set forth on Schedule 6.04(iii) and Consolidated Entities in any modification, replacement, renewal, reinvestment or extension thereofother Consolidated Entity; (ivc) Investments (including cash payments investments received in respect of earn-outs, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed, when taken together connection with the aggregate amount of payments made pursuant to Section 6.08(b)(iii)bankruptcy or reorganization of, $5,000,000 per fiscal year of the Borrower and $25,000,000 during the term of this Agreement; provided that (x) before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $50,000,000; (v) loans or advances made by the Borrower to any Subsidiary Loan Party and made by any Subsidiary Loan Party to the Borrower or any Subsidiary Loan Party, provided that any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement; provided, however, that the foregoing pledge requirement with respect to any intercompany indebtedness may be satisfied by delivery of an omnibus or global intercompany note executed by all Loan Parties as payees and all such obligors as payors; (vi) Guarantees constituting Indebtedness permitted by Section 6.01; (vii) receivables or other trade payables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business consistent with past practice and payable or dischargeable in accordance with customary trade terms, provided that such trade terms may include such concessionary trade terms as the Borrower or any such Subsidiary deems reasonable under the circumstances; (viii) Investments consisting of Equity Interests, obligations, securities or other property received in settlement of delinquent accounts of and disputes with with, customers and suppliers suppliers, in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made each case in the ordinary course of business; (x) loans or advances by the Borrower or any Subsidiary to employees (A) made for reasonable and customary business-related travel, entertainment, relocation and other ordinary business purposes and (B) otherwise not exceeding $5,000,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances); (xi) Investments in the form of Swap Agreements permitted by Section 6.14; (xii) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiii) Investments received in connection with the dispositions of assets permitted by Section 6.05; (xiv) Investments constituting deposits described in clauses (c) and (d) extensions of the definition of the term “Permitted Encumbrances”; (xv) other Investments (including in respect of earn-outs, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed the Available Basket Amount; provided that (x) before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $100,000,000; (xvi) Guarantees by the Borrower or any Subsidiary of leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into trade credit in the ordinary course of business; (Ae) Investments from Loan Parties Permitted Acquisitions by any Consolidated Entity so long as (i) after giving effect to non-Loan Party Subsidiaries existing such Permitted Acquisition, the Leverage Ratio is not more than 3.00 to 1.00 on a pro forma basis recomputed as at the last day of the most recently ended fiscal quarter of the Consolidated Entities as if such Permitted Acquisition had occurred on the Effective Date and set forth on Schedule 6.04(xvii) and any modification, replacement, renewal, reinvestment or extension thereof; (B) Investments from non-Loan Party Subsidiaries to Loan Parties and (C) Investments from Loan Parties to non-Loan Party Subsidiariesfirst day of the period for testing such compliance; provided that such ratio shall be 2.75 to 1.00 with respect to the first full fiscal quarter in 2012 and each fiscal quarter thereafter or (ii) the aggregate amount of Investments under cash and non-cash consideration (including the concurrent repayment or assumption of Indebtedness exclusive of earn-outs and other contingent payments) paid in respect of such Permitted Acquisition does not exceed $20,000,000; (f) investments consisting of Hedging Agreements permitted by Section 6.05; (g) investments consisting of non-cash consideration received pursuant to a disposition of assets permitted by Section 6.06; (h) investments by or investments in Foreign Subsidiaries (not otherwise permitted by this Section 6.04(a)(xvii)(C)6.04) in an aggregate amount at any time outstanding not to exceed $30,000,000; (i) so long as no Event of Default shall have occurred or would result therefrom, when taken together with other investments constituting minority investments in Capital Stock of Persons engaged in a commercial business activity similar to the principal business activities of the Parent Borrower on the Third Amendment and Restatement Effective Date, or reasonably related or ancillary or complementary thereto, at any Indebtedness under Section 6.01(a)(xiii)(B), time outstanding shall not exceed $10,000,000100,000,000; (xviiij) other Investments in respect investments consisting of earn-outsaccounts receivable and/or related ancillary rights or assets, milestones and other similar deferred purchase price obligations in an aggregate amount not to exceed $4,000,000 or interests therein by any Consolidated Entity in any fiscal year; provided that before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom; (xix) the licensing of intellectual property on arms’-length terms pursuant to joint marketing or joint venture arrangements with other Persons in the ordinary course of business which do not materially interfere with the business of the Borrower and the SubsidiariesReceivables Subsidiary; and (xxk) Investments investments held by any Person at the time it becomes a Subsidiary pursuant to a Permitted Acquisition and not made in the form contemplation of prepayments of expenses, so long as or in connection with such expenses were incurred in the ordinary course of business and are paid in accordance with customary trade terms of the Borrower or any of its SubsidiariesPermitted Acquisition. (b) For purposes of determining compliance with Section 6.04, in the event that an Investment (or any portion thereof) at any time meets the criteria of more than one of the categories of permitted Investments described in Section 6.04(a)(i) through (xx) above, the Borrower, in its sole discretion, will classify and may subsequently reclassify such Investment (or any portion thereof) in any one or more of the types of Investments described in Section 6.04(a)(i) through (xx) above and will only be required to include the amount and type of such Investment in such of the above clauses as determined by the Borrower at such time. The Borrower will be entitled to divide and classify an Investment in more than one of the types of Investments described in Section 6.04(a)(i) through (xx) above. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, less any return of capital, without adjustment for subsequent increases or decreases in the value of such Investment.

Investments, Loans, Advances, Guarantees and Acquisitions. (a) The Borrower Borrowers will not, nor and will it not permit any Subsidiary to, purchase purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Wholly-Owned Subsidiary prior to such merger) any Investmentscapital stock, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit, except: (ia) Permitted Acquisitionsinvestments complying with the terms of the Argo Investment Policy; (iib) Permitted Investmentsinvestments by any Subsidiary in the capital stock of a Subsidiary; (iii) Investments existing on the Effective Date and set forth on Schedule 6.04(iii) and any modification, replacement, renewal, reinvestment or extension thereof; (iv) Investments (including cash payments in respect of earn-outs, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed, when taken together with the aggregate amount of payments made pursuant to Section 6.08(b)(iii), $5,000,000 per fiscal year of the Borrower and $25,000,000 during the term of this Agreement; provided that (x) before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $50,000,000; (vc) loans or advances made by the any Borrower to any other Borrower, by any Borrower to any Subsidiary Loan Party and or made by any Subsidiary Loan Party to the any Borrower or any other Subsidiary Loan Party, provided that any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement; provided, however, that extent the foregoing pledge requirement with respect to any intercompany indebtedness may be satisfied corresponding Indebtedness is permitted by delivery of an omnibus or global intercompany note executed by all Loan Parties as payees and all such obligors as payorsSection 6.01(e); (vid) Guarantees constituting Indebtedness permitted by Section 6.01; (viie) receivables or other trade payables owing subject to the Borrower or any Subsidiary if created or acquired provisions of this Section 6.04 and the requirements contained in the ordinary course of business consistent with past practice and payable or dischargeable in accordance with customary trade terms, provided that such trade terms may include such concessionary trade terms as the Borrower or any such Subsidiary deems reasonable under the circumstances; (viii) Investments consisting of Equity Interests, obligations, securities or other property received in settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business; (x) loans or advances by the Borrower or any Subsidiary to employees (A) made for reasonable and customary business-related travel, entertainment, relocation and other ordinary business purposes and (B) otherwise not exceeding $5,000,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances); (xi) Investments in the form of Swap Agreements permitted by Section 6.14; (xii) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiii) Investments received in connection with the dispositions of assets permitted by Section 6.05; (xiv) Investments constituting deposits described in clauses (c) and (d) of the definition of Permitted Acquisition, the term “Parent and its Wholly-Owned Subsidiaries may from time to time effect Permitted Encumbrances”; (xv) other Investments (including in respect of earn-outs, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed the Available Basket Amount; provided that (x) before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $100,000,000; (xvi) Guarantees by the Borrower or any Subsidiary of leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business; (A) Investments from Loan Parties to non-Loan Party Subsidiaries existing on the Effective Date and set forth on Schedule 6.04(xvii) and any modification, replacement, renewal, reinvestment or extension thereof; (B) Investments from non-Loan Party Subsidiaries to Loan Parties and (C) Investments from Loan Parties to non-Loan Party Subsidiaries; provided that the aggregate amount of Investments under this Section 6.04(a)(xvii)(C), when taken together with any Indebtedness under Section 6.01(a)(xiii)(B), shall not exceed $10,000,000; (xviii) other Investments in respect of earn-outs, milestones and other similar deferred purchase price obligations Acquisitions in an aggregate amount not to exceed $4,000,000 in any fiscal year125,000,000, so long as: (i) no Default shall have occurred and be continuing at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; provided that and (ii) if the proposed Permitted Acquisition would cause the aggregate amount of Permitted Acquisitions consummated after the date hereof to exceed $20,000,000, the Argo US Rating shall be at least BBB- both immediately before the consummation of the proposed Permitted Acquisition and immediately after giving effect thereto (and after giving effect to any such Investment, no Specified Event adjustment of Default has occurred and is continuing or would result therefrom; (xix) the licensing of intellectual property on arms’-length terms pursuant to joint marketing or joint venture arrangements with other Persons in the ordinary course of business which do not materially interfere Argo US Rating associated with the business consummation of the Borrower and the Subsidiariessuch proposed Permitted Acquisition); and (xxf) Investments in the form of prepayments of expenses, so long as such expenses were incurred in the ordinary course of business and are paid in accordance with customary trade terms of the Borrower or any of its Subsidiaries. other investments (b) For purposes of determining compliance with Section 6.04, in the event that an Investment (or any portion thereofvalued at initial cost) at any no time meets the criteria of aggregating more than one of the categories of permitted Investments described in Section 6.04(a)(i) through (xx) above, the Borrower, in its sole discretion, will classify and may subsequently reclassify such Investment (or any portion thereof) in any one or more of the types of Investments described in Section 6.04(a)(i) through (xx) above and will only be required to include the amount and type of such Investment in such of the above clauses as determined by the Borrower at such time. The Borrower will be entitled to divide and classify an Investment in more than one of the types of Investments described in Section 6.04(a)(i) through (xx) above. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, less any return of capital, without adjustment for subsequent increases or decreases in the value of such Investment$10,000,000.

Investments, Loans, Advances, Guarantees and Acquisitions. (a) The Borrower will not, nor and will it not permit any Subsidiary to, purchase of the Subsidiaries to make or acquire (including pursuant permit to exist any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Investments, Investment except: (ia) Permitted Acquisitions; (ii) Investments and Investments by Foreign Subsidiaries which are held or made outside the United States of the same or similar quality as the Permitted Investments; (iiib) Investments existing on the Effective Date and set forth on Schedule 6.04(iii) and any modification, replacement, renewal, reinvestment or extension thereof6.04; (ivc) Investments (including cash payments in respect of earn-outs, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed, when taken together with the aggregate amount of payments made pursuant to Section 6.08(b)(iii), $5,000,000 per fiscal year of the Borrower and $25,000,000 during the term of this Agreement; provided that (x) before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $50,000,000; (v) loans or advances made by the Borrower to any Subsidiary Loan Party and made by any Subsidiary Loan Party to the Borrower or any Subsidiary Loan Partyin, provided that any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement; provided, however, that the foregoing pledge requirement with respect to any intercompany indebtedness may be satisfied by delivery of an omnibus or global intercompany note executed by all Loan Parties as payees and all such obligors as payors; (vi) Guarantees constituting Indebtedness permitted by Section 6.01; (vii) receivables or other trade payables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business consistent with past practice and payable or dischargeable in accordance with customary trade terms, provided that such trade terms may include such concessionary trade terms as the Borrower or any such Subsidiary deems reasonable under the circumstances; (viii) Investments consisting of Equity Interests, obligations, securities or other property received in settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments purchase by the Borrower or any Subsidiary in payrollof, travel Equity Interests of any Guarantor; (d) Indebtedness (including Guarantees) permitted by paragraphs (c) and similar (d) of Section 6.01; (e) Loans and advances to cover matters that are expected at the time of such advances ultimately to be treated as employees for business expenses for accounting purposes and that are made incurred in the ordinary course of business; (xf) loans or advances by the The Borrower or any Subsidiary (the “Acquiring Company”) may acquire assets constituting a business unit of any Subsidiary (a “Transferring Subsidiary”) if the Acquiring Company assumes all the Transferring Subsidiary’s liabilities, including all liabilities of the Transferring Subsidiary under the Loan Documents to employees which it is a party and if all of the capital stock of the Transferring Subsidiary is owned directly or indirectly by the Acquiring Company (Aand, following such assignment and assumption, such Transferring Subsidiary may wind up, dissolve and liquidate) made for reasonable and customary business-related travel, entertainment, relocation and other ordinary business purposes and (B) otherwise not exceeding $5,000,000 except that no Foreign Subsidiary may acquire assets of a Domestic Subsidiary in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances)a transaction; (xig) Investments If no Default exists or would result therefrom, a Permitted Acquisition if, after giving proforma effect to any Indebtedness and EBITDAR of the Person to be acquired or whose assets are to be acquired, (i) Borrower shall have a Senior Leverage Ratio of no more than 2.25 to 1.00 calculated for the most recently ended fiscal quarter of Borrower prior to the date of the proposed acquisition, or (ii) if such Senior Leverage Ratio as so calculated is more than 2.25 to 1.00, then the Purchase Price for the proposed acquisition in question together with the Purchase Prices paid for all acquisitions consummated in the form same fiscal year of Swap Agreements permitted by Section 6.14Borrower does not exceed a Dollar Amount equal to $75,000,000; (xii) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiiih) Investments received in connection with the dispositions bankruptcy or reorganization of, or settlement of assets permitted by Section 6.05; (xiv) Investments constituting deposits described in clauses (c) delinquent accounts and (d) of the definition of the term “Permitted Encumbrances”; (xv) other Investments (including in respect of earn-outsdisputes with, milestones customers and other similar deferred purchase price obligations) in an aggregate amount not to exceed the Available Basket Amount; provided that (x) before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $100,000,000; (xvi) Guarantees by the Borrower or any Subsidiary of leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtednesssuppliers, in each case entered into in the ordinary course of business; (i) In addition to the Investments permitted by paragraphs (a) through (h) of this Section 6.04, any other Investment by the Borrower or any Subsidiary; provided that as of the date of any such proposed Investment and after giving effect thereto: (i) no Default exists (ii) either: (A) Investments from Loan Parties the Borrower’s Senior Leverage Ratio calculated after giving proforma effect to non-Loan Party Subsidiaries existing on such Investment to be made and for the Effective Date and set forth on Schedule 6.04(xvii) and any modificationmost recently ended fiscal quarter of Borrower prior to the date of such Investment shall not exceed 2.25 to 1.00, replacement, renewal, reinvestment or extension thereof; (B) Investments from non-Loan Party Subsidiaries if such Senior Leverage Ratio as so calculated for such date is more 2.25 to Loan Parties and (C) Investments from Loan Parties to non-Loan Party Subsidiaries; provided that the aggregate amount of Investments under this Section 6.04(a)(xvii)(C)1.00, when taken together with any Indebtedness under Section 6.01(a)(xiii)(B), shall not exceed $10,000,000;then: (xviii1) other if the proposed Investment is to be made in, to or for the benefit of a Foreign Subsidiary, then the Dollar Amount of the Outstanding Investments in respect made in, to or for the benefit of earn-outs, milestones and other similar deferred purchase price obligations in an aggregate amount not Foreign Subsidiaries is less than or equal to exceed $4,000,000 in any four percent (4%) of the Borrower’s Consolidated Tangible Assets as determined for the most recently ended fiscal year; provided that before and immediately after giving effect quarter of Borrower prior to any the date of such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom; (xix) the licensing of intellectual property on arms’-length terms pursuant to joint marketing or joint venture arrangements with other Persons in the ordinary course of business which do not materially interfere with the business of the Borrower and the Subsidiaries; and (xx2) Investments in if the form proposed Investment is to be made in, to or for the benefit of prepayments of expensesa Person who is not a Subsidiary, so long as such expenses were incurred in then the ordinary course of business and are paid in accordance with customary trade terms Dollar Amount of the Borrower Outstanding Investments made in, to or any for the benefit of its Subsidiaries. Persons who are not Subsidiaries is less than or equal to one and one half percent (b1.5%) For purposes of determining compliance with Section 6.04, in the event that an Investment (or any portion thereof) at any time meets the criteria of more than one of the categories of permitted Investments described in Section 6.04(a)(i) through (xx) above, the Borrower, in its sole discretion, will classify and may subsequently reclassify such Investment (or any portion thereof) in any one or more of the types of Investments described in Section 6.04(a)(i) through (xx) above and will only be required to include the amount and type of such Investment in such of the above clauses ’s Consolidated Tangible Assets as determined by for the most recently ended fiscal quarter of Borrower at such time. The Borrower will be entitled prior to divide and classify an Investment in more than one of the types of Investments described in Section 6.04(a)(i) through (xx) above. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, less any return of capital, without adjustment for subsequent increases or decreases in the value date of such Investment.

Investments, Loans, Advances, Guarantees and Acquisitions. (a) The Borrower will not, nor and will it not permit any Subsidiary of its Subsidiaries to, purchase make, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any InvestmentsInvestment, except: (i) Permitted Acquisitions; (iia) Permitted Investments; (iiib) Investments existing on the Effective Date date hereof and set forth on Schedule 6.04(iii) and any modification, replacement, renewal, reinvestment or extension thereof6.04; (ivc) Investments (including cash payments in respect of earn-outs, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed, when taken together with the aggregate amount of payments made pursuant to Section 6.08(b)(iii), $5,000,000 per fiscal year of by the Borrower and $25,000,000 during its Subsidiaries in Equity Interests in Subsidiaries that are Subsidiary Loan Parties immediately prior to the term time of this Agreement; provided that (x) before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $50,000,000Investments; (vd) loans or advances made by the Borrower to any Subsidiary Loan Party and made by any Subsidiary Loan Party to the Borrower or any Subsidiary Loan Party, provided that any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement; provided, however, that the foregoing pledge requirement with respect to any intercompany indebtedness may be satisfied by delivery of an omnibus or global intercompany note executed by all Loan Parties as payees and all such obligors as payors; (vie) Guarantees constituting Indebtedness permitted by Section 6.01; (viif) receivables provided no Event of Default is continuing or would result therefrom, Permitted Acquisitions in any fiscal year in an aggregate amount not to exceed the Borrower’s Portion of Excess Cash Flow for the immediately preceding fiscal year less the amount of other trade payables owing to Designated Excess Cash Expenditures made with the Borrower or any Subsidiary if created or acquired in the ordinary course Borrower’s Portion of business consistent with past practice and payable or dischargeable in accordance with customary trade terms, provided that Excess Cash Flow for such trade terms may include such concessionary trade terms as the Borrower or any such Subsidiary deems reasonable under the circumstancesimmediately preceding fiscal year; (viiig) Investments consisting of Equity Interests, obligations, securities or other property investments (including debt obligations and equity securities) received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts of and disputes with with, customers and suppliers suppliers, in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made each case in the ordinary course of business; (xh) loans or advances by the Borrower or any Subsidiary to employees (A) made for reasonable and customary business-related travel, entertainment, relocation and other ordinary business purposes and (B) otherwise not exceeding $5,000,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs extensions of such loans or advances); (xi) Investments in the form of Swap Agreements permitted by Section 6.14; (xii) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiii) Investments received in connection with the dispositions of assets permitted by Section 6.05; (xiv) Investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (xv) other Investments (including in respect of earn-outs, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed the Available Basket Amount; provided that (x) before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $100,000,000; (xvi) Guarantees by the Borrower or any Subsidiary of leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into trade credit in the ordinary course of business; (Ai) Investments from Loan Parties to consisting of non-Loan Party Subsidiaries existing on cash consideration received in respect of sales, transfers or other dispositions of assets to the Effective Date extent permitted by Section 6.05; (j) Swap Agreements entered into in compliance with Section 6.07; (k) loans and set forth on Schedule 6.04(xvii) advances by the Borrower and any modification, replacement, renewal, reinvestment or extension thereof; (B) Investments from non-Loan Party of its Subsidiaries to Loan Parties their employees in the ordinary course of business and (C) Investments from Loan Parties to non-Loan Party Subsidiaries; provided that the for bona fide business purposes in an aggregate amount at any time outstanding not in excess of Investments under this Section 6.04(a)(xvii)(C), when taken together with any Indebtedness under Section 6.01(a)(xiii)(B), shall not exceed $10,000,000; (xviiil) other provided no Event of Default is continuing or would result therefrom, Specified Investments in any fiscal year in an aggregate amount not to exceed the Borrower’s Portion of Excess Cash Flow for the immediately preceding fiscal year less the amount of other Designated Excess Cash Expenditures made with such Borrower’s Portion of Excess Cash Flow for such immediately preceding fiscal year; (m) Investments in connection with the Shared Services Transactions; (n) the Operational Investment; (o) Investments consisting of loans made to Dex East by the Borrower, the proceeds of which shall be used by Dex East to repay the loans outstanding under the Dex East Credit Agreement pursuant to Section 2.05 of the Dex East Credit Agreement, in an aggregate principal amount not exceeding (A) $15,000,000 with respect to Indebtedness incurred during the fiscal year ending December 31, 2011, (B) $40,000,000 with respect to Indebtedness incurred during the fiscal year ending December 31, 2012, (C) $40,000,000 during the fiscal year ending December 31, 2013 and (D) $40,000,000 with respect to Indebtedness incurred during the fiscal year ending December 31, 2014; provided, that at the time any such Investment is made, an authorized officer of earn-outsthe Borrower shall certify that after giving pro forma effect to such Investment (x) the Borrower and its Subsidiaries are in Pro Forma Compliance, milestones (y) the sum of (1) the aggregate amount of cash and cash equivalents held by the Borrower and its Subsidiaries plus (2) the aggregate amount that is available to be drawn under any revolving credit facility of the Borrower or any of its Subsidiaries (for the avoidance of doubt, after giving effect to any limitation on borrowing thereunder) is at least $25,000,000 and (z) no Default or Event of Default shall have occurred and be continuing; and (p) provided no Event of Default is continuing or would result therefrom, Investments in any other similar deferred purchase price obligations Person (other than Foreign Subsidiaries) in an aggregate amount not to exceed $4,000,000 in any fiscal year; provided that before and immediately after giving effect to any such Investment, no Specified Event 25,000,000 during the term of Default has occurred and is continuing or would result therefrom; (xix) the licensing of intellectual property on arms’-length terms pursuant to joint marketing or joint venture arrangements with other Persons in the ordinary course of business which do not materially interfere with the business of the Borrower and the Subsidiaries; and (xx) Investments in the form of prepayments of expenses, so long as such expenses were incurred in the ordinary course of business and are paid in accordance with customary trade terms of the Borrower or any of its Subsidiariesthis Agreement. (b) For purposes of determining compliance with Section 6.04, in the event that an Investment (or any portion thereof) at any time meets the criteria of more than one of the categories of permitted Investments described in Section 6.04(a)(i) through (xx) above, the Borrower, in its sole discretion, will classify and may subsequently reclassify such Investment (or any portion thereof) in any one or more of the types of Investments described in Section 6.04(a)(i) through (xx) above and will only be required to include the amount and type of such Investment in such of the above clauses as determined by the Borrower at such time. The Borrower will be entitled to divide and classify an Investment in more than one of the types of Investments described in Section 6.04(a)(i) through (xx) above. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, less any return of capital, without adjustment for subsequent increases or decreases in the value of such Investment.

Investments, Loans, Advances, Guarantees and Acquisitions. (a) The Borrower will not, nor and will it not permit any Subsidiary to, purchase of the Subsidiaries to make or acquire (including pursuant permit to exist any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Investments, Investment except: (ia) Permitted Acquisitions; (ii) Investments and Investments by Foreign Subsidiaries which are held or made outside the United States of the same or similar quality as the Permitted Investments; (iiib) Investments existing on the Effective Date and set forth on Schedule 6.04(iii) and any modification, replacement, renewal, reinvestment or extension thereof6.04; (ivc) Investments (including cash payments in respect of earn-outs, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed, when taken together with the aggregate amount of payments made pursuant to Section 6.08(b)(iii), $5,000,000 per fiscal year of the Borrower and $25,000,000 during the term of this Agreement; provided that (x) before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $50,000,000; (v) loans or advances made by the Borrower to any Subsidiary Loan Party and made by any Subsidiary Loan Party to the Borrower or any Subsidiary Loan Partyin, provided that any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement; provided, however, that the foregoing pledge requirement with respect to any intercompany indebtedness may be satisfied by delivery of an omnibus or global intercompany note executed by all Loan Parties as payees and all such obligors as payors; (vi) Guarantees constituting Indebtedness permitted by Section 6.01; (vii) receivables or other trade payables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business consistent with past practice and payable or dischargeable in accordance with customary trade terms, provided that such trade terms may include such concessionary trade terms as the Borrower or any such Subsidiary deems reasonable under the circumstances; (viii) Investments consisting of Equity Interests, obligations, securities or other property received in settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments purchase by the Borrower or any Subsidiary in payrollof, travel Equity Interests of any Guarantor; (d) Indebtedness (including Guarantees) permitted by paragraphs (c) and similar (d) of Section 6.01; (e) Loans and advances to cover matters that are expected at the time of such advances ultimately to be treated as employees for business expenses for accounting purposes and that are made incurred in the ordinary course of business; (xf) loans or advances by the The Borrower or any Subsidiary (the "Acquiring Company") may acquire assets constituting a business unit of any Subsidiary (a "Transferring Subsidiary") if the Acquiring Company assumes all the Transferring Subsidiary's liabilities, including all liabilities of the Transferring Subsidiary under the Loan Documents to employees which it is a party and if all of the capital stock of the Transferring Subsidiary is owned directly or indirectly by the Acquiring Company (Aand, following such assignment and assumption, such Transferring Subsidiary may wind up, dissolve and liquidate) made for reasonable and customary business-related travel, entertainment, relocation and other ordinary business purposes and (B) otherwise not exceeding $5,000,000 except that no Foreign Subsidiary may acquire assets of a Domestic Subsidiary in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances)a transaction; (xig) Investments If no Default exists or would result therefrom, a Permitted Acquisition if, after giving proforma effect to any Indebtedness and EBITDAR of the Person to be acquired or whose assets are to be acquired, (i) Borrower shall have a Leverage Ratio of no more than 2.00 to 1.00 calculated for the most recently ended fiscal quarter of Borrower prior to the date of the proposed acquisition, or (ii) if such Leverage Ratio as so calculated is more than 2.00 to 1.00, then the Purchase Price for the proposed acquisition in question together with the Purchase Prices paid for all acquisitions consummated in the form same fiscal year of Swap Agreements permitted by Section 6.14Borrower does not exceed a Dollar Amount equal to $75,000,000; (xii) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiiih) Investments received in connection with the dispositions bankruptcy or reorganization of, or settlement of assets permitted by Section 6.05; (xiv) Investments constituting deposits described in clauses (c) delinquent accounts and (d) of the definition of the term “Permitted Encumbrances”; (xv) other Investments (including in respect of earn-outsdisputes with, milestones customers and other similar deferred purchase price obligations) in an aggregate amount not to exceed the Available Basket Amount; provided that (x) before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $100,000,000; (xvi) Guarantees by the Borrower or any Subsidiary of leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtednesssuppliers, in each case entered into in the ordinary course of business; (i) In addition to the Investments permitted by paragraphs (a) through (h) of this Section 6.04, any other Investment by the Borrower or any Subsidiary; provided that as of the date of any such proposed Investment and after giving effect thereto: (i) no Default exists (ii) either: (A) Investments from Loan Parties the Borrower's Leverage Ratio calculated after giving proforma effect to non-Loan Party Subsidiaries existing on such Investment to be made and for the Effective Date and set forth on Schedule 6.04(xvii) and any modificationmost recently ended fiscal quarter of Borrower prior to the date of such Investment shall not exceed 2.00 to 1.00, replacement, renewal, reinvestment or extension thereof; (B) Investments from non-Loan Party Subsidiaries if such Leverage Ratio as so calculated for such date is more 2.00 to Loan Parties and (C) Investments from Loan Parties to non-Loan Party Subsidiaries; provided that the aggregate amount of Investments under this Section 6.04(a)(xvii)(C)1.00, when taken together with any Indebtedness under Section 6.01(a)(xiii)(B), shall not exceed $10,000,000;then: (xviii1) other if the proposed Investment is to be made in, to or for the benefit of a Foreign Subsidiary, then the Dollar Amount of the Outstanding Investments in respect made in, to or for the benefit of earn-outs, milestones and other similar deferred purchase price obligations in an aggregate amount not Foreign Subsidiaries is less than or equal to exceed $4,000,000 in any four percent (4%) of the Borrower's Consolidated Tangible Assets as determined for the most recently ended fiscal year; provided that before and immediately after giving effect quarter of Borrower prior to any the date of such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom; (xix) the licensing of intellectual property on arms’-length terms pursuant to joint marketing or joint venture arrangements with other Persons in the ordinary course of business which do not materially interfere with the business of the Borrower and the Subsidiaries; and (xx2) Investments in if the form proposed Investment is to be made in, to or for the benefit of prepayments of expensesa Person who is not a Subsidiary, so long as such expenses were incurred in then the ordinary course of business and are paid in accordance with customary trade terms Dollar Amount of the Borrower Outstanding Investments made in, to or any for the benefit of its Subsidiaries. Persons who are not Subsidiaries is less than or equal to one and one half percent (b1.5%) For purposes of determining compliance with Section 6.04, in the event that an Investment (or any portion thereof) at any time meets the criteria of more than one of the categories of permitted Investments described in Section 6.04(a)(i) through (xx) above, the Borrower, in its sole discretion, will classify and may subsequently reclassify such Investment (or any portion thereof) in any one or more of the types of Investments described in Section 6.04(a)(i) through (xx) above and will only be required to include the amount and type of such Investment in such of the above clauses 's Consolidated Tangible Assets as determined by for the most recently ended fiscal quarter of Borrower at such time. The Borrower will be entitled prior to divide and classify an Investment in more than one of the types of Investments described in Section 6.04(a)(i) through (xx) above. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, less any return of capital, without adjustment for subsequent increases or decreases in the value date of such Investment.

Investments, Loans, Advances, Guarantees and Acquisitions. (a) The Borrower will not, nor and will it not permit any Subsidiary of its Subsidiaries to, purchase purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly wholly-owned Subsidiary prior to such merger) any Investmentscapital stock, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any Investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit, except: (ia) Permitted Investments; (b) Permitted Acquisitions; (iic) Permitted InvestmentsInvestments by the Borrower in the Equity Interests of its Subsidiaries; provided that any Investments made by the Borrower after the Original Effective Date in the Equity Interests of a Subsidiary which is not a Loan Party must comply with the proviso to Section 6.04(d); (iii) Investments existing on the Effective Date and set forth on Schedule 6.04(iii) and any modification, replacement, renewal, reinvestment or extension thereof; (iv) Investments (including cash payments in respect of earn-outs, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed, when taken together with the aggregate amount of payments made pursuant to Section 6.08(b)(iii), $5,000,000 per fiscal year of the Borrower and $25,000,000 during the term of this Agreement; provided that (x) before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $50,000,000; (vd) loans or advances made by the Borrower to any Subsidiary Loan Party and made by any Subsidiary Loan Party to the Borrower or any Subsidiary Loan Party, other Subsidiary; provided that the Borrower will not, nor will it permit any such loans and advances made by a other Loan Party shall be evidenced by a promissory note pledged pursuant to, enter into or suffer to exist Other Subsidiary Investments at any time during any fiscal year (but calculated exclusive of all Other Subsidiary Investments existing immediately prior to such fiscal year) of the Collateral Agreement; provided, however, that the foregoing pledge requirement with respect to any intercompany indebtedness may be satisfied by delivery of Borrower in an omnibus or global intercompany note executed by all Loan Parties as payees and all such obligors as payorsaggregate amount greater than $10,000,000; (vie) Guarantees constituting Indebtedness permitted by Section 6.01; (viif) receivables Investments in existence on the date of this Agreement and described in Schedule 6.04; (g) notes payable or stock or other trade payables owing securities issued by account debtors to the Borrower or any Subsidiary if created pursuant to negotiated agreements with respect to settlement of such account debtor’s accounts in the ordinary course of business, consistent with past practices; (h) loans or acquired advances made by the Borrower or any Subsidiary to its employees on an arm’s-length basis in the ordinary course of business consistent with past practice and payable or dischargeable in accordance with customary trade terms, provided that such trade terms may include such concessionary trade terms as the Borrower or any such Subsidiary deems reasonable under the circumstances; (viii) Investments consisting of Equity Interests, obligations, securities or other property received in settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, practices for travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business; (x) loans or advances by the Borrower or any Subsidiary to employees (A) made for reasonable and customary business-related travel, entertainmententertainment expenses, relocation costs and other ordinary business similar purposes and (B) otherwise not exceeding up to a maximum of $5,000,000 2,000,000 in the aggregate at any one time outstanding (determined without regard to any write-downs or write-offs of such loans or advances)outstanding; (xii) Investments in the form of Swap Agreements permitted by Section 6.146.07; (xiij) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiiik) Investments received in connection with the dispositions disposition of assets permitted by Section 6.05; (xivl) Investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (xv) other Investments (including in respect of earn-outs, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed the Available Basket Amount; provided that (x) before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $100,000,000; (xvi) Guarantees by the Borrower or any Subsidiary of leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business; (A) Investments from Loan Parties to non-Loan Party Subsidiaries existing on the Effective Date and set forth on Schedule 6.04(xvii) and any modification, replacement, renewal, reinvestment or extension thereof; (B) Investments from non-Loan Party Subsidiaries to Loan Parties and (C) Investments from Loan Parties to non-Loan Party Subsidiaries; provided that the aggregate amount of Investments under this Section 6.04(a)(xvii)(C), when taken together with any Indebtedness under Section 6.01(a)(xiii)(B), shall not exceed $10,000,000; (xviii) other Investments in respect of earn-outs, milestones and other similar deferred purchase price obligations in an aggregate amount not to exceed $4,000,000 in any fiscal year; provided that before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom; (xix) the licensing of intellectual property on arms’-length terms pursuant to joint marketing or joint venture arrangements with other Persons in the ordinary course of business which do not materially interfere with the business of the Borrower and the Subsidiaries; and (xxm) Investments in resulting from the form of prepayments of expenses, so long as such expenses were incurred in 2008 Restructuring provided that the ordinary course of business Subsidiaries created to effect the 2008 Restructuring execute and are paid deliver the Subsidiary Guaranty and related documents in accordance with customary trade terms Section 5.09 prior to the effective date of the Borrower or any of its asset transfers to such Subsidiaries. (b) For purposes of determining compliance with Section 6.04, in the event that an Investment (or any portion thereof) at any time meets the criteria of more than one of the categories of permitted Investments described in Section 6.04(a)(i) through (xx) above, the Borrower, in its sole discretion, will classify and may subsequently reclassify such Investment (or any portion thereof) in any one or more of the types of Investments described in Section 6.04(a)(i) through (xx) above and will only be required to include the amount and type of such Investment in such of the above clauses as determined by the Borrower at such time. The Borrower will be entitled to divide and classify an Investment in more than one of the types of Investments described in Section 6.04(a)(i) through (xx) above. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, less any return of capital, without adjustment for subsequent increases or decreases in the value of such Investment.

Investments, Loans, Advances, Guarantees and Acquisitions. (a) The Borrower will not, nor and will it not permit any Subsidiary of its Subsidiaries to, purchase make, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any InvestmentsInvestment in any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all the assets constituting a business unit, division, product line or line of business of any other Person, except: (i) Permitted Acquisitions; (iia) Permitted Investments; (iiib) Investments existing on the Effective Date date hereof and set forth on Schedule 6.04(iii6.04 (but not, for the avoidance of doubt, any additions thereto (including any capital contributions) and any modification, replacement, renewal, reinvestment or extension thereofmade after the date hereof); (ivc) Investments by the Borrower and the Subsidiaries in Equity Interests in their respective Subsidiaries (including cash payments in respect of earn-outs, milestones that are Subsidiaries prior to such investments); provided that (i) any such Equity Interests held by the Borrower or a Subsidiary Loan Party shall be pledged pursuant to the Collateral Agreement and other similar deferred purchase price obligations(ii) in an aggregate amount not to exceed, when taken together with the aggregate amount of payments made pursuant to Section 6.08(b)(iii), $5,000,000 per fiscal year of investments by the Borrower and $25,000,000 during the term Subsidiary Loan Parties in, and loans and advances by the Borrower and the Subsidiary Loan Parties to, and Guarantees by the Borrower and the Subsidiary Loan Parties of this Agreement; provided Indebtedness and other obligations of, Subsidiaries that are not Subsidiary Loan Parties (xincluding all such investments, loans, advances and Guarantees existing on the Signing Date) before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall not exceed $50,000,0001,000,000 at any time outstanding; (vd) loans or advances made by the Borrower to any Subsidiary Loan Party and or made by any Subsidiary Loan Party to the Borrower or any Subsidiary Loan Party, other Subsidiary; provided that (i) any such loans and advances made by a Loan Party shall be subordinated to the Secured Obligations pursuant to the Affiliate Subordination Agreement and shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement; provided, however, that Agreement and (ii) the foregoing pledge requirement with respect to any intercompany indebtedness may be satisfied amount of such loans and advances made by delivery of an omnibus or global intercompany note executed by all the Borrower and the Subsidiary Loan Parties as payees and all such obligors as payorsto Subsidiaries that are not Subsidiary Loan Parties shall be subject to the limitation set forth in clause (c) above; (vie) Guarantees constituting by the Borrower of Indebtedness permitted by Section 6.01; (vii) receivables or other trade payables owing to obligations of any Subsidiary and Guarantees by any Subsidiary of Indebtedness or other obligations of the Borrower or any other Subsidiary; provided that (i) any such Guarantee constituting Indebtedness is permitted by Section 6.01 and (ii) the amount of such loans and advances made by the Borrower and the Subsidiary if created Loan Parties to Subsidiaries that are not Subsidiary Loan Parties shall be subject to the limitation set forth in clause (c) above; (f) Investments received in connection with the bankruptcy or acquired reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; (g) Investments consisting of cash deposits or prepayments made in the ordinary course of business in respect of the acquisition or development of programming; (h) Investments consisting of accounts receivable of customers (other than Affiliates) generated in the ordinary course of business or notes received in exchange for such accounts receivable; (i) Investments consisting of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (j) Investments consisting of non-cash consideration received in connection with an asset disposition authorized under Section 6.05(e); and (k) loans and advances by the Borrower and any of its Subsidiaries to their employees in the ordinary course of business consistent with past practice and payable or dischargeable in accordance with customary trade terms, provided that such trade terms may include such concessionary trade terms as the Borrower or any such Subsidiary deems reasonable under the circumstances; (viii) Investments consisting of Equity Interests, obligations, securities or other property received in settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business; (x) loans or advances by the Borrower or any Subsidiary to employees (A) made for reasonable and customary business-related travel, entertainment, relocation and other ordinary business purposes and (B) otherwise not exceeding $5,000,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances); (xi) Investments in the form of Swap Agreements permitted by Section 6.14; (xii) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiii) Investments received in connection with the dispositions of assets permitted by Section 6.05; (xiv) Investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (xv) other Investments (including in respect of earn-outs, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed the Available Basket Amount; provided that (x) before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $100,000,000; (xvi) Guarantees by the Borrower or any Subsidiary of leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business; (A) Investments from Loan Parties to non-Loan Party Subsidiaries existing on the Effective Date and set forth on Schedule 6.04(xvii) and any modification, replacement, renewal, reinvestment or extension thereof; (B) Investments from non-Loan Party Subsidiaries to Loan Parties and (C) Investments from Loan Parties to non-Loan Party Subsidiaries; provided that the aggregate amount of Investments under this Section 6.04(a)(xvii)(C), when taken together with any Indebtedness under Section 6.01(a)(xiii)(B), shall not exceed $10,000,000; (xviii) other Investments in respect of earn-outs, milestones and other similar deferred purchase price obligations in an aggregate amount not to exceed $4,000,000 in any fiscal year; provided that before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom; (xix) the licensing of intellectual property on arms’-length terms pursuant to joint marketing or joint venture arrangements with other Persons in the ordinary course of business which do not materially interfere with the business practices of the Borrower and the Subsidiaries; and (xx) Investments Subsidiaries and for bona fide business purposes in the form of prepayments of expenses, so long as such expenses were incurred in the ordinary course of business and are paid in accordance with customary trade terms of the Borrower or any of its Subsidiaries. (b) For purposes of determining compliance with Section 6.04, in the event that an Investment (or any portion thereof) aggregate amount at any time meets the criteria outstanding not in excess of more than one of the categories of permitted Investments described in Section 6.04(a)(i) through (xx) above, the Borrower, in its sole discretion, will classify and may subsequently reclassify such Investment (or any portion thereof) in any one or more of the types of Investments described in Section 6.04(a)(i) through (xx) above and will only be required to include the amount and type of such Investment in such of the above clauses as determined by the Borrower at such time. The Borrower will be entitled to divide and classify an Investment in more than one of the types of Investments described in Section 6.04(a)(i) through (xx) above. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, less any return of capital, without adjustment for subsequent increases or decreases in the value of such Investment$1,000,000.

Investments, Loans, Advances, Guarantees and Acquisitions. (a) The Borrower will not, nor will it the Borrower permit any Restricted Subsidiary to, purchase or acquire (including pursuant to make any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any InvestmentsInvestment, except: (ia) Permitted AcquisitionsInvestments and cash; (iib) Permitted Investmentsinvestments constituting the purchase or other acquisition (in one transaction or a series of related transactions) of all or substantially all of the property and assets or business of any Person or of assets constituting a business unit, a line of business or division of such Person, or the Equity Interests in a Person that, upon the consummation thereof, will be a Restricted Subsidiary if, after giving effect thereto on a Pro Forma Basis, the Payment Conditions are satisfied; (iiic) [reserved]; (d) Investments existing on the Effective Date (or in the case of replacement guarantees to be provided by the Borrower in lieu of previously existing Howmet parent guarantees or any novation to the Borrower of existing Investments of Howmet, within 90 days after the Distribution Date (or such longer period as may be reasonably agreed by the Administrative Agent)) and to the extent having a principal amount in excess of $5,000,000 individually or $10,000,000 in the aggregate (other than with respect to intercompany Investments) set forth on Schedule 6.04(iii) 6.04 and any modification, replacement, renewal, reinvestment or extension thereofthereof (including any capitalization of intercompany loans to equity); (ive) Investments (including cash payments in respect of earn-outs, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed, when taken together with the aggregate amount of payments made pursuant to Section 6.08(b)(iii), $5,000,000 per fiscal year of by the Borrower and $25,000,000 during the term Restricted Subsidiaries in Equity Interests of this Agreementtheir respective Restricted Subsidiaries; provided that (xi) before any such Equity Interests held by a Loan Party in any other Loan Party shall be pledged to the extent required by the definition of the term “Collateral and immediately Guarantee Requirement” and (ii) the making of such Investment by any Loan Party in any Restricted Subsidiary that is not a Loan Party shall not, at the time such Investment is made and after giving effect thereto, cause the Non-Guarantor Investment Basket to be exceeded, provided that if any such Investmentinvestment under this subclause (ii) is made for the purpose of making an investment, no Specified Event loan or advance permitted under another clause of Default has occurred and is continuing this Section, the amount available under this clause (e) shall not be reduced by the amount of any such investment, loan or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $50,000,000advance which reduces the basket under another clause of this Section; (vf) loans or advances made by the Borrower to any Restricted Subsidiary Loan Party and made by any Restricted Subsidiary Loan Party to the Borrower or any Subsidiary Loan Party, other Restricted Subsidiary; provided that (i) any such loans and advances made by a Loan Party shall be evidenced evidenced, on and after the Effective Date, by a the Global Intercompany Note or other promissory note pledged pursuant notes reasonably acceptable to the Collateral Agreement; Administrative Agent, provided, however, that the foregoing pledge requirement with respect to any intercompany indebtedness may be satisfied by delivery of an omnibus or global intercompany note executed by all Loan Parties as payees loans and all such obligors as payors; (vi) Guarantees constituting Indebtedness permitted by Section 6.01; (vii) receivables or other trade payables owing to advances made after the Borrower or any Subsidiary if created or acquired in the ordinary course of business consistent with past practice and payable or dischargeable in accordance with customary trade termsEffective Date, provided that such trade terms may include such concessionary trade terms as the Borrower or any such Subsidiary deems reasonable under the circumstances; (viii) Investments consisting of Equity Interests, obligations, securities or other property received in settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time evidence of such advances ultimately to be treated as expenses for accounting purposes loans and that are made in the ordinary course of business; (x) loans or advances by the Borrower Global Intercompany Note or any Subsidiary to employees (A) made for reasonable and customary business-related travel, entertainment, relocation and other ordinary business purposes promissory note shall not be required until 120 days after making of such loan or advance and (Bii) otherwise not exceeding $5,000,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs amount of such loans or advances); (xi) Investments in the form of Swap Agreements permitted and advances made by Section 6.14; (xii) Investments of any Person existing Loan Parties to Restricted Subsidiaries that are not Loan Parties at the time such Person becomes a Subsidiary of loans or advances are made, and after giving effect thereto, shall not cause the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiii) Investments received in connection with the dispositions of assets permitted by Section 6.05; (xiv) Investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (xv) other Investments (including in respect of earnNon-outsGuarantor Investment Basket to be exceeded, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed the Available Basket Amount; provided that (x) before and immediately after giving effect any Investment by any Loan Party in any Non-Loan Party Restricted Subsidiary using (or in the case of any Guarantee, deemed to any be using) the proceeds of Investments, dividends, returns on capital or returns of capital from Restricted Subsidiaries that are not Loan Parties for the purpose of funding such Investment which are received no more than 120 days prior to making such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto any intercompany advances made by any Loan Party to any Restricted Subsidiary that is not a Loan Party for the sole purpose of funding (or refunding) payments of interest or principal under intercompany loans owing from such Restricted Subsidiary to such Loan Party which are paid to such Loan Party either prior to or within 90 days of such advance and (z) any intercompany loans or advances made by the Borrower or by Arconic Finance Hungary Kft (including their respective successors, and any entity that is a Loan Party that performs cash-pooling and cash management activities for the Borrower and its Subsidiaries) to any Restricted Subsidiaries that are not Loan Parties in connection with ordinary course cash management activities and having a term not exceeding 90 days, in each case, shall exceed $100,000,000not be taken into account in the calculation of any restriction or basket set forth in this subclause (ii) (including the Non-Guarantor Investment Basket); provided further that if any such loan or advance under this subclause (ii) is made for the purpose of making an investment, loan or advance permitted under another clause of this Section, the amount available under this clause (f) shall not be reduced by the amount of any such investment, loan or advance which reduces the basket under another clause of this Section, provided further that for the purposes of calculating usage under this subclause (ii) and the Non-Guarantor Investment Basket, the amount of any loan or advance made by any Loan Party to a Restricted Subsidiary that is not a Loan Party shall be reduced dollar-for-dollar by any amounts owed by such Loan Party to such Restricted Subsidiary that is not a Loan Party; provided further that the amount of any Investment, dividend, return on capital, return of capital or other amount applied to increase the aggregate amount of Investments that may be made pursuant to this Section 6.04(f) shall be without duplication of any amount deducted from the calculation of Investments or applied to increase Investment capacity under this Agreement; (xvig) Guarantees by the Borrower or any Restricted Subsidiary in respect of leases (other than Capital Lease Obligations) or Indebtedness permitted under Section 6.01 and in respect of other obligations that do not constitute Indebtednessotherwise contemplated by this Section 6.04, in each case entered into of the Borrower or any Restricted Subsidiary; provided that any such Guarantees of Indebtedness and such other obligations, in each case of Restricted Subsidiaries that are not Loan Parties by any Loan Party (other than with respect to Cash Management Financing Facilities) shall not, at the ordinary course of businesstime any such Guarantee is provided and after giving effect thereto, cause the Non-Guarantor Investment Basket to be exceeded; (Ah) Investments from Loan Parties loans or advances to non-Loan Party Subsidiaries existing on directors, officers, consultants or employees of the Effective Date and set forth on Schedule 6.04(xvii) and Borrower or any modification, replacement, renewal, reinvestment or extension thereof; (B) Investments from non-Loan Party Subsidiaries to Loan Parties and (C) Investments from Loan Parties to non-Loan Party Subsidiaries; provided that the aggregate amount of Investments under this Section 6.04(a)(xvii)(C), when taken together with any Indebtedness under Section 6.01(a)(xiii)(B), shall not exceed $10,000,000; (xviii) other Investments in respect of earn-outs, milestones and other similar deferred purchase price obligations in an aggregate amount not to exceed $4,000,000 in any fiscal year; provided that before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom; (xix) the licensing of intellectual property on arms’-length terms pursuant to joint marketing or joint venture arrangements with other Persons Restricted Subsidiary made in the ordinary course of business which do not materially interfere with the business of the Borrower and the Subsidiaries; and (xx) Investments in the form of prepayments of expenses, so long as such expenses were incurred in the ordinary course of business and are paid in accordance with customary trade terms of the Borrower or any of its Subsidiaries. (b) For purposes of determining compliance with Section 6.04such Restricted Subsidiary, in as applicable, not exceeding the event that an Investment (or any portion thereof) at any time meets the criteria of more than one of the categories of permitted Investments described in Section 6.04(a)(i) through (xx) above, the Borrower, in its sole discretion, will classify and may subsequently reclassify such Investment (or any portion thereof) in any one or more of the types of Investments described in Section 6.04(a)(i) through (xx) above and will only be required to include the amount and type of such Investment in such of the above clauses as determined by the Borrower at such time. The Borrower will be entitled to divide and classify an Investment in more than one of the types of Investments described in Section 6.04(a)(i) through (xx) above. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, less any return of capital, without adjustment for subsequent increases or decreases in the value of such Investment.greater of

Investments, Loans, Advances, Guarantees and Acquisitions. (a) The Borrower will not, nor and will it not permit any Subsidiary of the Borrowing Base Loan Parties or any of their subsidiaries to, purchase make or acquire permit to remain outstanding any Investments except Investments in (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such mergera) any InvestmentsReal Properties, except: (i) Permitted Acquisitions; (iib) Permitted Investments; , (iiic) operating deposit accounts with banks, (d) any Fundamental Change to the extent permitted under Section 6.03, (e) Investments existing on the Effective Date and set forth on Schedule 6.04(iii) and any modification6.04 attached hereto, replacement, renewal, reinvestment or extension thereof; (ivf)(i) Investments (including cash payments in respect the ordinary course of earn-outs, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed, when taken together with the aggregate amount of payments made pursuant to Section 6.08(b)(iii), $5,000,000 per fiscal year business constituting all of the Equity Interests of any Person the assets of which (other than immaterial assets) constitute real property assets and which Investments do not constitute or include the assumption of Indebtedness of such Person or a Guarantee of Indebtedness of such Person (in each case other than Non-Recourse Indebtedness) or (ii) Investments constituting all of the Equity Interests in any other Person so long as (A) unless the assets of such Person (other than immaterial assets) constitute real property assets, the Borrower and $25,000,000 during shall have given the term Administrative Agent at least 30 days’ prior written notice of this Agreementsuch Investment; provided that (xB) before immediately prior thereto, and immediately thereafter and after giving effect to any such Investmentthereto, no Specified Default or Event of Default has occurred and is continuing or would result therefrom and (yC) at the time the Borrower gives notice pursuant to clause (ii)(A) of this subsection (or prior to consummating such Investment, if no such notice is required), the Borrower shall have delivered to the Administrative Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma Liquidity basis based on information then available to the Borrower, evidencing the continued compliance by the Borrowing Base Loan Parties with the terms and conditions of this Agreement and the other Loan Documents, including the financial covenants contained in Section 6.07, after giving effect thereto shall exceed $50,000,000; to such Investment, (vg) loans or advances made by the Borrower to any Subsidiary Loan Party Equity Interests of other Persons including common shares, preferred shares and made by any Subsidiary Loan Party to the Borrower or any Subsidiary Loan Partymutual funds, provided that any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement; providedin mortgage notes, however, that the foregoing pledge requirement with respect to any intercompany indebtedness may be satisfied by delivery of an omnibus or global intercompany note executed by all Loan Parties as payees and all such obligors as payors; (vi) Guarantees constituting Indebtedness permitted by Section 6.01; (vii) receivables or other trade payables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business consistent with past practice and payable or dischargeable in accordance with customary trade terms, provided that such trade terms may include such concessionary trade terms as the Borrower or any such Subsidiary deems reasonable under the circumstances; (viii) Investments consisting of Equity Interests, obligations, securities or other property received in settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business; (x) loans or advances by the Borrower or any Subsidiary to employees (A) made for reasonable and customary business-related travel, entertainment, relocation and other ordinary business purposes and (B) otherwise not exceeding $5,000,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances); (xi) Investments in the form of Swap Agreements permitted by Section 6.14; (xii) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiii) Investments received in connection with the dispositions of assets permitted by Section 6.05; (xiv) Investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (xv) other Investments (including in respect of earn-outs, milestones and other similar deferred purchase price obligations) in an aggregate amount not to exceed 20% of the Available Basket Amount; provided that (x) before Total Asset Value and so long as immediately prior to making such Investment, and immediately after giving effect to any such Investmentthereto, no Specified Event of Default has occurred and is continuing or would result therefrom and (y) pro forma Liquidity after giving effect thereto shall exceed $100,000,000; (xvi) Guarantees by the Borrower or any Subsidiary of leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business; (A) Investments from Loan Parties to non-Loan Party Subsidiaries existing on the Effective Date and set forth on Schedule 6.04(xvii) and any modification, replacement, renewal, reinvestment or extension thereof; (B) Investments from non-Loan Party Subsidiaries to Loan Parties and (C) Investments from Loan Parties to non-Loan Party Subsidiaries; provided that the aggregate amount of Investments under this Section 6.04(a)(xvii)(C), when taken together with any Indebtedness under Section 6.01(a)(xiii)(B), shall not exceed $10,000,000; (xviii) other Investments in respect of earn-outs, milestones and other similar deferred purchase price obligations in an aggregate amount not to exceed $4,000,000 in any fiscal year; provided that before and immediately after giving effect to any such Investment, no Specified Event of Default has occurred and is continuing or would result therefrom; , (xixh) other short term liquid Investments approved by the licensing of intellectual property on arms’-length terms pursuant to joint marketing or joint venture arrangements with other Persons in the ordinary course of business which do not materially interfere with the business of the Borrower Administrative Agent and the Subsidiaries; and (xxi) Investments in the form of prepayments of expensesBorrower. Notwithstanding anything to the contrary contained herein, so long as such expenses were incurred in the ordinary course of business and are paid in accordance with customary trade terms each of the Borrower or any of its Subsidiaries. (b) For purposes of determining compliance with Section 6.04Group Entities shall be permitted to own, in operate and maintain their respective Equity Interests in, and loans and advances to, the event that an Investment (or any portion thereof) at any time meets the criteria of more than one applicable Borrower Group Entities. Any other provisions of the categories of permitted Investments described Loan Documents to the contrary notwithstanding, other than as set forth in Section 6.04(a)(i) through (xx) above, 5.15 there shall be no limitation on the Borrower, in its sole discretion, will classify and may subsequently reclassify such Investment (or any portion thereof) in any one or more of the types of Investments described in Section 6.04(a)(i) through (xx) above and will only be required to include the amount and type of such Investment in such of the above clauses as determined by the Borrower at such time. The Borrower will be entitled to divide and classify an Investment in more than one of the types of Investments described in Section 6.04(a)(i) through (xx) above. For purposes of covenant compliance, the amount ability of any Investment shall be the amount actually invested, less Borrowing Base Loan Party to make equity or debt investments in or contributions to any return of capital, without adjustment for subsequent increases or decreases in the value of such Investmentother Borrowing Base Loan Party.