Common use of Limitation on Investments, Loans and Advances Clause in Contracts

Limitation on Investments, Loans and Advances. Make any advance, loan, extension of credit (including Contingent Obligations in the form of guarantees) or capital contribution to, or purchase any stock, bonds, notes, debentures or other securities or any assets constituting a business unit of, any other Person (each an “Investment” and, collectively, “Investments”) in, any Person, except (subject to the final sentence of this Section 9.7) the following: (a) (i) Investments by the Parent, the Company and the Restricted Subsidiaries in the Parent, the Company or any other Restricted Subsidiary and (ii) Investments by Credit Parties in Unrestricted Subsidiaries and joint ventures; provided that, in each case (x) any Investment constituting such Equity Interests held by a Credit Party shall be pledged pursuant to, and to the extent required by, the Pledge and Security Agreement and (y) the aggregate amount of Investments made after the Closing Date (including pursuant to Section 9.7(i)) in Restricted Subsidiaries that are not Wholly-Owned Domestic Subsidiaries, Unrestricted Subsidiaries and in joint ventures shall not exceed the lesser of (A) 5.0% of Consolidated Total Assets (determined at the time of making such Investment based on the financial statements most recently delivered under Section 8.1(a) or (b)) and (B) 5.0% of Consolidated EBITDA (determined at the time of making such Investment based on the financial statements most recently delivered under Section 8.1(a) or (b)) (provided that the aggregate amounts set forth in this sub-clause (y) shall be calculated net of any returns, profits, distributions and similar amounts received by any Credit Party (which, in each case, shall not exceed the amount of such Investment (valued at cost) at the time such Investment was made)); provided, further, that in the case of sub-clause (ii), before and after giving effect to such Investment no Event of Default shall have occurred and be continuing; (b) the Parent, the Company or any Restricted Subsidiary may invest in, acquire and hold cash and Cash Equivalents; (c) the Parent, the Company or any of its Restricted Subsidiaries may make travel and entertainment advances and relocation loans in the ordinary course of business to officers, employees and agents of the Company or any such Restricted Subsidiary, in an aggregate outstanding amount not exceeding $500,000 at any time for all such advances and relocation loans; (d) (i) the Parent, the Company or any of its Restricted Subsidiaries may make payroll advances in the ordinary course of business; (ii) Investments in Swap Contracts permitted under Section 9.11; (iii) Investments in the ordinary course of business in prepaid expenses, negotiable instruments held for collection and lease, utility and worker’s compensation, performance and other similar deposits provided to third parties; (iv) Investments in the ordinary course of business consisting of endorsements for collection or deposit; (v) Investments in the ordinary course of business consisting of the non-exclusive licensing or contribution of intellectual property pursuant to development, marketing or manufacturing agreements or arrangements or similar agreements or arrangements with other Persons to the extent the same do not interfere in any material respect with the business of the Company or any Restricted Subsidiary; (vi) Investments to the extent that payment for such Investments is made solely with Equity Interests of the Parent (other than Disqualified Stock); (vii) lease, utility and other similar deposits in the ordinary course of business; and (viii) equity Investment by any Credit Party in any Restricted Subsidiary of such Credit Party which is required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable law; (e) the Parent, the Company or any of its Restricted Subsidiaries may acquire and hold receivables owing to it, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms (provided that nothing in this clause (e) shall prevent the Parent, the Company or any Restricted Subsidiary from offering such concessionary trade terms, or from receiving such Investments in connection with the bankruptcy or reorganization of their respective suppliers or customers or the settlement of disputes with such customers or suppliers arising in the ordinary course of business, as management deems reasonable in the circumstances); (f) (i) the Parent, the Company and its Restricted Subsidiaries may hold Investments received as considerations in connection with asset sales permitted by Section 9.6; and (ii) dispositions and other transfers pursuant to Section 9.5 or Section 9.6 and Restricted Payments pursuant to Section 9.9 and purchases, defeasance or prepayment of Restricted Debt pursuant to Section 9.12(b), in each case, to the extent such transactions constitute Investments; (g) Investments, loans and advances of the Company or any Restricted Subsidiary existing on the Closing Date and described on Schedule 9.7 hereto; (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; and (i) additional Investments (including Permitted Acquisitions and Investments in Permitted Joint Ventures), provided that, the Investment Conditions shall be satisfied (and subject to the proviso in Section 9.7(a)). If any Person shall be acquired by virtue of an Investment permitted by this Section 9.7, then, the Company shall comply with and shall cause such Person to comply with the requirements set forth in Section 8.10.

Limitation on Investments, Loans and Advances. Make or allow to remain outstanding any advance, loan, extension Investment (whether such investment shall be of credit (including Contingent Obligations the character of investment in the form shares of guarantees) or capital contribution to, or purchase any stock, bonds, notes, debentures evidences of indebtedness or other securities or any assets constituting a business unit of, any other Person (each an “Investment” and, collectively, “Investments”otherwise) in, or any Personloans or advances to, except (subject to the final sentence of this Section 9.7) the followingany Person other than: (a) (i) Investments by the Parent, the Company and the Restricted Subsidiaries in the Parent, the Company or any other Restricted Subsidiary and (ii) Investments by Credit Parties in Unrestricted Subsidiaries and joint ventures; provided that, in each case (x) any Investment constituting such Equity Interests held by a Credit Party shall be pledged pursuant to, and to the extent required by, the Pledge and Security Agreement and (y) the aggregate amount of Investments made after the Closing Date (including pursuant to Section 9.7(i)) in Restricted Subsidiaries that are not Wholly-Owned Domestic Subsidiaries, Unrestricted Subsidiaries and in joint ventures shall not exceed the lesser of (A) 5.0% of Consolidated Total Assets (determined at the time of making such Investment based on the financial statements most recently delivered under Section 8.1(a) or (b)) and (B) 5.0% of Consolidated EBITDA (determined at the time of making such Investment based on the financial statements most recently delivered under Section 8.1(a) or (b)) (provided that the aggregate amounts set forth in this sub-clause (y) shall be calculated net of any returns, profits, distributions and similar amounts received by any Credit Party (which, in each case, shall not exceed the amount of such Investment (valued at cost) at the time such Investment was made)); provided, further, that in the case of sub-clause (ii), before and after giving effect to such Investment no Event of Default shall have occurred and be continuingPermitted Investments; (b) Investments existing on the Parent, the Company or any Restricted Subsidiary may invest in, acquire Effective Date and hold cash and Cash Equivalentslisted on Schedule 8.7 hereof; (c) the Parent, the Company or any of its Restricted Subsidiaries may make travel and entertainment advances and relocation loans in the ordinary course of business to officers, employees and agents of the Company or any such Restricted Subsidiary, in an aggregate outstanding amount not exceeding $500,000 at any time for all such advances and relocation loans; (d) (i) the Parent, the Company or any of its Restricted Subsidiaries may make payroll advances sales on open account in the ordinary course of business; ; (iid) Investments of Subsidiaries in Swap Contracts permitted under Section 9.11or to other Subsidiaries or the Borrower and Investments by the Borrower in Subsidiaries not to exceed Two Hundred Thousand Dollars ($200,000) in the aggregate in any fiscal year; provided that investments by Borrower in 2tor HK LLC may not exceed Two Million Dollars (iii$2,000,000) Investments in the aggregate in any fiscal year; (e) joint ventures or strategic alliances in the ordinary course of business in prepaid expenses, negotiable instruments held for collection and lease, utility and workerBorrower’s compensation, performance and other similar deposits provided to third parties; (iv) Investments in the ordinary course of business consisting of endorsements for collection or deposit; (v) Investments in the ordinary course of business consisting of the non-exclusive licensing of technology, the development of technology or contribution the providing of intellectual property technical support, provided that any cash investments by the Borrower do not exceed Two Hundred Thousand Dollars ($200,000) in the aggregate in any fiscal year; (f) Investments in respect of Hedging Transactions provided that such transaction is entered into for risk management purposes and not for speculative purposes; (g) loans and advances to employees, officers and directors of any Credit Party for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed Two Hundred Thousand Dollars ($200,000) in the aggregate at any time outstanding; (h) Permitted Acquisitions and Investments in any Person acquired pursuant to developmenta Permitted Acquisitions; (i) Investments constituting deposits made in connection with the purchase of goods or services in the ordinary course of business in an aggregate amount for such deposits not to exceed Two Hundred Thousand Dollars ($200,000) at any one time outstanding; (j) Investments accepted in connection with permitted transfers under Section 8.4; (k) Investments consisting of (i) other employee loans and advances in the ordinary course of business, marketing and (ii) loans to employees, officers or manufacturing agreements or arrangements or similar agreements or arrangements with other Persons directors relating to the extent the same do not interfere in any material respect with the business purchase of the Company or any Restricted Subsidiary; (vi) Investments to the extent that payment for such Investments is made solely with Equity Interests of the Parent Borrower or its Subsidiaries pursuant to employee stock purchase plan agreements approved by the Borrower’s Board of Directors; (other than Disqualified Stock); (viil) leaseInvestments consisting of notes receivable of, utility or prepaid royalties and other similar deposits credit extensions, to customers and suppliers who are not Affiliates, in the ordinary course of business; and (viii) equity Investment by any Credit Party provided that this subparagraph shall not apply to Investments of the Borrower in any Restricted Subsidiary of such Credit Party which is required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable lawSubsidiary; (em) the Parent, the Company or any of its Restricted Subsidiaries may acquire and hold receivables owing to it, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms Investments (provided that nothing in this clause (eincluding debt obligations) shall prevent the Parent, the Company or any Restricted Subsidiary from offering such concessionary trade terms, or from receiving such Investments received in connection with the bankruptcy or reorganization of their respective suppliers or customers or the suppliers and in settlement of delinquent obligations of, and other disputes with such with, customers or suppliers arising in the ordinary course of business, as management deems reasonable in the circumstances); (fn) Investments made prior to the consummation of any Permitted Acquisition consisting of reasonable xxxxxxx money deposits, working fees or other similar prepaid consideration or similar amounts that would be applied toward consideration upon consummation of such Permitted Acquisition (in each case whether or not refundable under any circumstances); and (o) other Investments not described above provided that both at the time of and immediately after giving effect to any such Investment (i) no Default or Event of Default shall have occurred and be continuing or shall result from the Parent, the Company and its Restricted Subsidiaries may hold Investments received as considerations in connection with asset sales permitted by Section 9.6; making of such Investment and (ii) dispositions and other transfers pursuant to Section 9.5 or Section 9.6 and Restricted Payments pursuant to Section 9.9 and purchases, defeasance or prepayment the aggregate amount of Restricted Debt pursuant to Section 9.12(b), in each case, to all such Investments shall not exceed Two Hundred Thousand Dollars ($200,000) at any time outstanding. In valuing any Investments for the extent such transactions constitute Investments; (g) Investments, loans and advances purpose of applying the Company or any Restricted Subsidiary existing on the Closing Date and described on Schedule 9.7 hereto; (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; and (i) additional Investments (including Permitted Acquisitions and Investments in Permitted Joint Ventures), provided that, the Investment Conditions shall be satisfied (and subject to the proviso in Section 9.7(a)). If any Person shall be acquired by virtue of an Investment permitted by this Section 9.7, then, the Company shall comply with and shall cause such Person to comply with the requirements limitations set forth in this Section 8.108.7 (except as otherwise expressly provided herein), such Investment shall be taken at the original cost thereof, without allowance for any subsequent write-offs or appreciation or depreciation, but less any amount repaid or recovered on account of capital or principal.

Limitation on Investments, Loans and Advances. Make any advance, loan, extension of credit (including Contingent Obligations in the form of guarantees) or capital contribution to, or purchase any stock, bonds, notes, debentures or other securities of, or any assets constituting a business unit of, or make or maintain any other Person investment (each an and “Investment” and, collectively, “Investments”) in, any Person, except (subject to the final sentence of this Section 9.7) the following: (a) (i) loans or advances in respect of intercompany accounts attributable to the operation of the Company’s cash management system, (ii) loans or advances by the Company to any Subsidiary for working capital needs so long as such loans or advances constitute Indebtedness of the primary obligor that is not subordinate to any other Indebtedness of such obligor and, if evidenced by a promissory note, instrument or other writing, shall be pledged to the Collateral Agent as a Pledged Note, and provided that the aggregate outstanding principal amount of all such loans, when aggregated with the aggregate amount of all Investments made by the Company in its Subsidiaries pursuant to clause (b)(i) below, shall not exceed five percent (5%) of the Consolidated Total Assets, and (iii) loans or advances to the Company which are subordinated to the Finance Obligations on the terms and conditions set forth in Exhibit G; (i) Investments by the Parent, Company in Domestic Subsidiaries of the Company that are not Credit Parties in an aggregate amount, when taken together with the aggregate amount of all outstanding loans and advances made pursuant to clause (a)(ii) above, not exceeding five percent (5%) of the Restricted Subsidiaries in the Parent, the Company or any other Restricted Subsidiary and Consolidated Total Assets; (ii) Investments by Credit Parties the Company in Unrestricted Foreign Subsidiaries and joint ventures; provided that, of the Company in each case (x) any Investment constituting such Equity Interests held by a Credit Party shall be pledged pursuant to, and to the extent required by, the Pledge and Security Agreement and (y) the an aggregate amount of not exceeding $200,000,000 for all such Investments made or committed to be made from and after the Closing Existing Credit Agreement Effective Date (including pursuant determined without regard to any write-offs or write-downs thereof and excluding the Investments permitted by Section 9.7(i9.6(i)) plus an amount equal to any returns of capital or sales proceeds actually received in Restricted Subsidiaries that are not Wholly-Owned Domestic Subsidiaries, Unrestricted Subsidiaries and cash in joint ventures shall not exceed the lesser of (A) 5.0% of Consolidated Total Assets (determined at the time of making such Investment based on the financial statements most recently delivered under Section 8.1(a) or (b)) and (B) 5.0% of Consolidated EBITDA (determined at the time of making such Investment based on the financial statements most recently delivered under Section 8.1(a) or (b)) (provided that the aggregate amounts set forth in this sub-clause (y) shall be calculated net respect of any returns, profits, distributions and similar amounts received by any Credit Party such Investments (which, in each case, which amount shall not exceed the amount of such Investment (investment valued at cost) cost at the time such Investment investment was made); and (iii) Investments by the Company and its Foreign Subsidiaries required to consummate the Specified Pending Acquisitions (including payment of the full purchase price for each Specified Pending Acquisition, and payment of all costs and expenses incurred by the Company and its Subsidiaries in connection therewith) made solely with the proceeds of Senior Notes as referred to in Section 9.6(i)(iii); provided, further, that in the case of sub-clause (ii), before and after giving effect to such Investment no Event of Default shall have occurred and be continuing; (bc) the Parent, Investments by the Company or any Restricted of its Subsidiaries in Subsidiaries of the Company which are Credit Parties; (d) any Domestic Subsidiary of the Company which is not a Credit Party may make Investments in the Company or any Domestic Subsidiary (by way of capital contribution or otherwise), and any Foreign Subsidiary of the Company may make Investments in the Company or any other Foreign Subsidiary (by way of capital contribution or otherwise); (e) the Company may invest in, acquire and hold cash and Cash Equivalents; (cf) the Parent, the Company or any of its Restricted Subsidiaries may make travel and entertainment advances and relocation loans in the ordinary course of business to officers, employees and agents of the Company or any such Restricted Subsidiary, in an aggregate outstanding amount not exceeding $500,000 at any time for all such advances and relocation loans; (dg) (i) the Parent, the Company or any of its Restricted Subsidiaries may make payroll advances in the ordinary course of business; (ii) Investments in Swap Contracts permitted under Section 9.11; (iii) Investments in the ordinary course of business in prepaid expenses, negotiable instruments held for collection and lease, utility and worker’s compensation, performance and other similar deposits provided to third parties; (iv) Investments in the ordinary course of business consisting of endorsements for collection or deposit; (v) Investments in the ordinary course of business consisting of the non-exclusive licensing or contribution of intellectual property pursuant to development, marketing or manufacturing agreements or arrangements or similar agreements or arrangements with other Persons to the extent the same do not interfere in any material respect with the business of the Company or any Restricted Subsidiary; (vi) Investments to the extent that payment for such Investments is made solely with Equity Interests of the Parent (other than Disqualified Stock); (vii) lease, utility and other similar deposits in the ordinary course of business; and (viii) equity Investment by any Credit Party in any Restricted Subsidiary of such Credit Party which is required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable law; (eh) the Parent, the Company or any of its Restricted Subsidiaries may acquire and hold receivables owing to it, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms (provided that nothing in this clause (eh) shall prevent the Parent, the Company or any Restricted Subsidiary from offering such concessionary trade terms, or from receiving such Investments in connection with the bankruptcy or reorganization of their respective suppliers or customers or the settlement of disputes with such customers or suppliers arising in the ordinary course of business, as management deems reasonable in the circumstances); (f) (i) the Parent, the Company and its Restricted Subsidiaries may hold make Investments received as considerations in connection with asset sales permitted by Section 9.6; and (ii) dispositions and other transfers pursuant 9.6 or to Section 9.5 or Section 9.6 and Restricted Payments pursuant to Section 9.9 and purchases, defeasance or prepayment of Restricted Debt pursuant to Section 9.12(b), in each case, to which the extent such transactions constitute InvestmentsRequired Lenders consent; (gj) Investments, loans and advances of the Company or any Restricted Subsidiary existing on the Closing Restatement Effective Date and described on Schedule 9.7 hereto; (hk) so long as no Default or Event of Default has occurred and is continuing or would exist after giving effect to such transaction, the Company and its Subsidiaries may make Permitted Acquisitions, Permitted Foreign Acquisitions and Investments in Permitted Joint Ventures, provided that (i) after giving effect thereto the Company shall be in compliance with the covenants set forth in Section 9.1 (calculated on a pro forma basis as of the last day of the fiscal quarter ending immediately preceding the effective date of such Permitted Acquisition, Permitted Foreign Acquisition or other Investment for which the relevant financial information has been delivered to the Lenders pursuant to Section 8.1 or 8.2, as applicable, giving effect to such Permitted Acquisition, Permitted Foreign Acquisition or Investment as if it had been made on the first day of the Measurement Period ending on the last day of such fiscal quarter); (ii) (A) with respect to any Permitted Acquisitions or Investment in Permitted Joint Ventures, the Secured Leverage Ratio of the Company and its Consolidated Subsidiaries is less than 2.75 to 1.00 (calculated on a pro forma basis as of the last day of the fiscal quarter ending immediately preceding the effective date of such Permitted Acquisition or other Investment for which the relevant financial information has been delivered to the Lenders pursuant to Section 8.1 or 8.2, as applicable, giving effect to such Permitted Acquisition or Investment as if it had been made on the first day of the Measurement Period ending on the last day of such fiscal quarter), or (B) with respect to any Permitted Foreign Acquisition, the Secured Leverage Ratio of the Company and its Consolidated Subsidiaries is less than 2.50 to 1.00 (calculated on a pro forma basis as of the last day of the fiscal quarter ending immediately preceding the effective date of such Permitted Foreign Acquisition for which the relevant financial information has been delivered to the Lenders pursuant to Section 8.1 or 8.2, as applicable, giving effect to such Permitted Foreign Acquisition as if it had been made on the first day of the Measurement Period ending on the last day of such fiscal quarter); (iii) if any Person shall become a Domestic Subsidiary of the Company by virtue of a Permitted Acquisition, then, unless all or substantially all of the assets of such Person are transferred to the Company (by merger of such Person with and into the Company or otherwise) within 90 days after the date such Person first become a Domestic Subsidiary of the Company, the Company shall cause such Person to become a Credit Party (and its assets to become Qualified Domestic Assets) and shall cause each such Person to comply with the requirements set forth in Section 8.10(a)(i) through (vi), (iv) immediately after giving effect thereto, Consolidated Liquidity shall not be less than $200,000,000 and (v) no Permitted Foreign Acquisition or Permitted Joint Venture may be made of, with or in consideration of any assets which before or after giving effect to such Investment are (or are required to be) either Qualified Domestic Assets or Collateral, unless (and solely to the extent that) Qualified Domestic Assets immediately prior to such Investment exceed the Minimum Domestic Qualified Asset Amount (computed for purposes of this clause (v) without deducting from Consolidated Total Domestic Assets the book value of any Qualified Domestic Assets previously or contemporaneously transferred under this paragraph (k) in respect of any Permitted Foreign Acquisition or Permitted Joint Venture since the Restatement Effective Date); (l) 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; and (im) additional Investments of the type contemplated by paragraphs (including Permitted Acquisitions a) and Investments in Permitted Joint Ventures), provided that, the Investment Conditions shall be satisfied (and subject to the proviso in Section 9.7(a)). If any Person shall be acquired by virtue b) of an Investment permitted by this Section 9.7, then, 9.7 if after giving effect thereto: (i) no Default or Event of Default has occurred or would occur after giving effect thereto; (ii) the Company shall comply with and shall cause such Person to comply is in compliance with the requirements Total Leverage Ratio and the Interest Coverage Ratio at the respective levels applicable thereto at such time in accordance with Section 9.1 as each such ratio so specified is reduced (in the case of Section 9.1(a)) or increased (in the case of Section 9.1(b)) by 0.50 to 1.00 from the applicable levels set forth in Section 8.109.1, and the Secured Leverage Ratio of the Company and its Consolidated Subsidiaries is less than 2.50 to 1.00, in each case calculated on a pro forma basis as of the last day of the fiscal quarter ending immediately preceding the date of each such Investment for which the relevant financial information has been delivered to the Lenders pursuant to Section 8.1 or 8.2, as applicable, giving effect to such Investment as if it had been made on the first day of the Measurement Period ending on the last day of such fiscal quarter; and (iii) each such Investment is funded solely with any then remaining Available Amount at the time such Investment is made. In no case shall the Company or any of its Subsidiaries make any advance, loan, extension of credit or capital contribution to, or purchase any stock, bonds, notes, debentures or other securities of, or any assets constituting a business unit of, or make or maintain any other Investment in, any Person (other than one or more Foreign Subsidiaries solely to the extent permitted under Section 9.7(b)(ii)) if after giving effect thereto (i) Qualified Domestic Assets do not have a book value at least equal to the Minimum Qualified Domestic Asset Amount or (ii) one or more Subsidiaries which are not at the time Wholly-Owned Domestic Subsidiary Guarantors (excluding ATS and ALC if and only so long as they do not collectively own assets having a book value in excess of the Allowed Exclusion Amount) individually or collectively own assets having a book value exceeding the product of (i) 7.5% (expressed as a decimal) multiplied by (ii) the aggregate book value of Consolidated Total Domestic Assets.

Limitation on Investments, Loans and Advances. Make any advance, loan, extension of credit (including Contingent Obligations in the form of guarantees) or capital contribution to, or purchase any stock, bonds, notes, debentures or other securities of, or any assets constituting a business unit of, or make or maintain any other Person investment (each an and “Investment” and, collectively, “Investments”) in, any Person, except (subject to the final sentence of this Section 9.7) the following: (a) (i) loans or advances in respect of intercompany accounts attributable to the operation of the Company’s cash management system, (ii) loans or advances by the Company to any Subsidiary for working capital needs so long as such loans or advances constitute Indebtedness of the primary obligor that is not subordinate to any other Indebtedness of such obligor and, if evidenced by a promissory note, instrument or other writing, shall be pledged to the Collateral Agent as a Pledged Note, and provided that the aggregate outstanding principal amount of all such loans, when aggregated with the aggregate amount of all Investments made by the Company in its Subsidiaries pursuant to clause (b)(i) below, shall not exceed five percent (5%) of the Consolidated Total Assets, and (iii) loans or advances to the Company which are subordinated to the Finance Obligations on the terms and conditions set forth in Exhibit G; (b) (i) Investments by the Parent, Company in Domestic Subsidiaries of the Company that are not Credit Parties in an aggregate amount, when taken together with the aggregate amount of all outstanding loans and advances made pursuant to clause (a)(ii) above, not exceeding five percent (5%) of the Restricted Subsidiaries in the Parent, the Company or any other Restricted Subsidiary and Consolidated Total Assets; (ii) Investments by Credit Parties the Company in Unrestricted Foreign Subsidiaries and joint ventures; provided that, of the Company in each case (x) any Investment constituting such Equity Interests held by a Credit Party shall be pledged pursuant to, and to the extent required by, the Pledge and Security Agreement and (y) the an aggregate amount of not exceeding $200,000,000 for all such Investments made or committed to be made from and after the Closing Restatement Effective Date (including pursuant determined without regard to any write-offs or write-downs thereof and excluding the Investments permitted by Section 9.7(i9.6(i)) plus an amount equal to any returns of capital or sales proceeds actually received in Restricted Subsidiaries that are not Wholly-Owned Domestic Subsidiaries, Unrestricted Subsidiaries and cash in joint ventures shall not exceed the lesser of (A) 5.0% of Consolidated Total Assets (determined at the time of making such Investment based on the financial statements most recently delivered under Section 8.1(a) or (b)) and (B) 5.0% of Consolidated EBITDA (determined at the time of making such Investment based on the financial statements most recently delivered under Section 8.1(a) or (b)) (provided that the aggregate amounts set forth in this sub-clause (y) shall be calculated net respect of any returns, profits, distributions and similar amounts received by any Credit Party such Investments (which, in each case, which amount shall not exceed the amount of such Investment (investment valued at cost) cost at the time such Investment investment was made); and (iii) Investments by the Company and its Foreign Subsidiaries required to consummate the Specified Pending Acquisitions (including payment of the full purchase price for each Specified Pending Acquisition, and payment of all costs and expenses incurred by the Company and its Subsidiaries in connection therewith) made solely with the proceeds of Senior Notes as referred to in Section 9.6(i)(ii); provided, further, that in the case of sub-clause (ii), before and after giving effect to such Investment no Event of Default shall have occurred and be continuing; (bc) the Parent, Investments by the Company or any Restricted of its Subsidiaries in Subsidiaries of the Company which are Credit Parties; (d) any Domestic Subsidiary of the Company which is not a Credit Party may make Investments in the Company or any Domestic Subsidiary (by way of capital contribution or otherwise), and any Foreign Subsidiary of the Company may make Investments in the Company or any other Foreign Subsidiary (by way of capital contribution or otherwise); (e) the Company may invest in, acquire and hold cash and Cash Equivalents; (cf) the Parent, the Company or any of its Restricted Subsidiaries may make travel and entertainment advances and relocation loans in the ordinary course of business to officers, employees and agents of the Company or any such Restricted Subsidiary, in an aggregate outstanding amount not exceeding $500,000 at any time for all such advances and relocation loans; (dg) (i) the Parent, the Company or any of its Restricted Subsidiaries may make payroll advances in the ordinary course of business; (ii) Investments in Swap Contracts permitted under Section 9.11; (iii) Investments in the ordinary course of business in prepaid expenses, negotiable instruments held for collection and lease, utility and worker’s compensation, performance and other similar deposits provided to third parties; (iv) Investments in the ordinary course of business consisting of endorsements for collection or deposit; (v) Investments in the ordinary course of business consisting of the non-exclusive licensing or contribution of intellectual property pursuant to development, marketing or manufacturing agreements or arrangements or similar agreements or arrangements with other Persons to the extent the same do not interfere in any material respect with the business of the Company or any Restricted Subsidiary; (vi) Investments to the extent that payment for such Investments is made solely with Equity Interests of the Parent (other than Disqualified Stock); (vii) lease, utility and other similar deposits in the ordinary course of business; and (viii) equity Investment by any Credit Party in any Restricted Subsidiary of such Credit Party which is required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable law; (eh) the Parent, the Company or any of its Restricted Subsidiaries may acquire and hold receivables owing to it, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms (provided that nothing in this clause (eh) shall prevent the Parent, the Company or any Restricted Subsidiary from offering such concessionary trade terms, or from receiving such Investments in connection with the bankruptcy or reorganization of their respective suppliers or customers or the settlement of disputes with such customers or suppliers arising in the ordinary course of business, as management deems reasonable in the circumstances); (f) (i) the Parent, the Company and its Restricted Subsidiaries may hold make Investments received as considerations in connection with asset sales permitted by Section 9.6; and (ii) dispositions and other transfers pursuant 9.6 or to Section 9.5 or Section 9.6 and Restricted Payments pursuant to Section 9.9 and purchases, defeasance or prepayment of Restricted Debt pursuant to Section 9.12(b), in each case, to which the extent such transactions constitute InvestmentsRequired Lenders consent; (gj) Investments, loans and advances of the Company or any Restricted Subsidiary existing on the Closing Restatement Effective Date and described on Schedule 9.7 hereto; (hk) so long as no Default or Event of Default has occurred and is continuing or would exist after giving effect to such transaction, the Company and its Subsidiaries may make Permitted Acquisitions, Permitted Foreign Acquisitions and Investments in Permitted Joint Ventures, provided that (i) after giving effect thereto the Company shall be in compliance with the covenants set forth in Section 9.1 (calculated on a pro forma basis as of the last day of the fiscal quarter ending immediately preceding the effective date of such Permitted Acquisition, Permitted Foreign Acquisition or other Investment for which the relevant financial information has been delivered to the Lenders pursuant to Section 8.1 or 8.2, as applicable, giving effect to such Permitted Acquisition, Permitted Foreign Acquisition or Investment as if it had been made on the first day of the Measurement Period ending on the last day of such fiscal quarter); (ii) the Secured Leverage Ratio of the Company and its Consolidated Subsidiaries is less than 2.75 to 1.00 (calculated on a pro forma basis as of the last day of the fiscal quarter ending immediately preceding the effective date of such Permitted Acquisition or other Investment for which the relevant financial information has been delivered to the Lenders pursuant to Section 8.1 or 8.2, as applicable, giving effect to such Permitted Acquisition or Investment as if it had been made on the first day of the Measurement Period ending on the last day of such fiscal quarter); (iii) if any Person shall become a Domestic Subsidiary of the Company by virtue of a Permitted Acquisition, then, unless all or substantially all of the assets of such Person are transferred to the Company (by merger of such Person with and into the Company or otherwise) within 90 days after the date such Person first become a Domestic Subsidiary of the Company, the Company shall cause such Person to become a Credit Party (and its assets to become Qualified Domestic Assets) and shall cause each such Person to comply with the requirements set forth in Section 8.10(a)(i) through (vi), (iv) immediately after giving effect thereto, Consolidated Liquidity shall not be less than $200,000,000 and (v) no Permitted Foreign Acquisition or Permitted Joint Venture may be made of, with or in consideration of any assets which before or after giving effect to such Investment are (or are required to be) either Qualified Domestic Assets or Collateral, unless (and solely to the extent that) Qualified Domestic Assets immediately prior to such Investment exceed the Minimum Domestic Qualified Asset Amount (computed for purposes of this clause (v) without deducting from Consolidated Total Domestic Assets the book value of any Qualified Domestic Assets previously or contemporaneously transferred under this paragraph (k) in respect of any Permitted Foreign Acquisition or Permitted Joint Venture since the Restatement Effective Date); (l) 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; and (im) additional Investments of the type contemplated by paragraphs (including Permitted Acquisitions a) and Investments in Permitted Joint Ventures), provided that, the Investment Conditions shall be satisfied (and subject to the proviso in Section 9.7(a)). If any Person shall be acquired by virtue b) of an Investment permitted by this Section 9.7, then, 9.7 if after giving effect thereto: (i) no Default or Event of Default has occurred or would occur after giving effect thereto; (ii) the Company shall comply with and shall cause such Person to comply is in compliance with the requirements Total Leverage Ratio and the Interest Coverage Ratio at the respective levels applicable thereto at such time in accordance with Section 9.1, as each such ratio so specified is reduced (in the case of Section 9.1(a)) or increased (in the case of Section 9.1(b)) by 0.50 to 1.00 from the applicable levels set forth in Section 8.109.1, and the Secured Leverage Ratio of the Company and its Consolidated Subsidiaries is less than 2.50 to 1.00, in each case calculated on a pro forma basis as of the last day of the fiscal quarter ending immediately preceding the date of each such Investment for which the relevant financial information has been delivered to the Lenders pursuant to Section 8.1 or 8.2, as applicable, giving effect to such Investment as if it had been made on the first day of the Measurement Period ending on the last day of such fiscal quarter; and (iii) each such Investment is funded solely with any then remaining Available Amount at the time such Investment is made. In no case shall the Company or any of its Subsidiaries make any advance, loan, extension of credit or capital contribution to, or purchase any stock, bonds, notes, debentures or other securities of, or any assets constituting a business unit of, or make or maintain any other Investment in, any Person (other than one or more Foreign Subsidiaries solely to the extent permitted under Section 9.7(b)(ii) and other than pursuant to Sections 9.7(b)(i), (b)(iii) or (k)) if after giving effect thereto (i) Qualified Domestic Assets do not have a book value at least equal to the Minimum Qualified Domestic Asset Amount or (ii) one or more Subsidiaries which are not at the time Wholly-Owned Domestic Subsidiary Guarantors (excluding ATS, ALC and Macrolink if and only so long as they do not collectively own assets having a book value in excess of the Allowed Exclusion Amount) individually or collectively own assets having a book value exceeding the product of (i) 10.0% (expressed as a decimal) multiplied by (ii) the aggregate book value of Consolidated Total Domestic Assets.

Limitation on Investments, Loans and Advances. Make any advance, loan, extension of credit (including Contingent Obligations in the form of guarantees) or capital contribution to, or purchase any stock, bonds, notes, debentures or other securities of or any assets constituting a business unit of, or make any other Person (each an “Investment” and, collectively, “Investments”) investment in, any other Person, except (subject to the final sentence of this Section 9.7) the followingexcept: (a) (i) Investments by the Parent, the Company and the Restricted Subsidiaries extensions of trade credit in the Parentordinary course of business; (b) acquisition of securities of a Person as a means of making Capital Expenditures permitted pursuant to subsection 6.9, subject to the limitations set forth therein; (c) investments in Cash Equivalents; (d) contributions to Holdings permitted under subsections 6.8; (e) loans and advances to officers and employees of a Borrower or affiliate entities of such officers or employees (whose obligations under the loans or advances, as applicable, are guaranteed by such officers or employees, as applicable) in the ordinary course of business provided that the aggregate principal amount thereof outstanding at any time does not exceed $1,000,000; (f) any acquisition (a "Permitted Acquisition") by the Company or any of its Subsidiaries of a business through the purchase or other Restricted Subsidiary acquisition of all or a portion of the assets or Capital Stock of any Person provided that the business or assets acquired fall within the restrictions of subsection 6.15; and provided, further, that: (iii) Investments by Credit Parties the Total Amount Expended in Unrestricted Subsidiaries and joint ventures; provided that, connection with all Permitted Acquisitions shall not exceed $100,000,000 in each case the aggregate during (x) the period commencing on the Closing Date and ending on June 30, 2002, or (y) any Investment constituting such Equity Interests held by a Credit Party shall be pledged pursuant toperiod of four consecutive fiscal quarters ending on any June 30 thereafter, provided that the Company and its Subsidiaries may carry over and add to the extent required by$100,000,000 permitted amount for the succeeding period an amount equal to the excess, the Pledge and Security Agreement and if any (yup to $100,000,000), of (A) the aggregate amount of Investments made after permitted during the Closing Date prior period (including pursuant to Section 9.7(i)) in Restricted Subsidiaries that are not Wholly-Owned Domestic Subsidiaries, Unrestricted Subsidiaries and in joint ventures shall not exceed the lesser of (A) 5.0% of Consolidated Total Assets (determined at the time of making such Investment based on the financial statements most recently delivered under Section 8.1(a) or (b)) and (B) 5.0% of Consolidated EBITDA (determined at the time of making such Investment based on the financial statements most recently delivered under Section 8.1(a) or (b)) (provided that the aggregate amounts set forth in this sub-clause (y) shall be calculated net of any returns, profits, distributions and similar amounts received by any Credit Party (which, in each case, shall not exceed the amount of such Investment (valued at cost) at the time such Investment was made)); provided, further, that in the case of sub-clause (ii), before and after giving effect to any carryover pursuant to this proviso) over (B) the Total Amount Expended during such Investment prior period; (ii) no Default or Event of Default shall have occurred and be continuing; (b) continuing on the Parentdate thereof or after giving effect to the proposed Permitted Acquisition, and at the request of the Administrative Agent, the Company or any Restricted Subsidiary may invest in, acquire and hold cash and Cash Equivalents; (c) Administrative Agent shall have received within five days prior to the Parent, the Company or any consummation of its Restricted Subsidiaries may make travel and entertainment advances and relocation loans in the ordinary course of business to officers, employees and agents such Permitted Acquisition a certificate on behalf of the Company or any such Restricted Subsidiary, in an aggregate outstanding amount not exceeding $500,000 at any time for all such advances and relocation loans; (d) (i) the Parent, of a Responsible Officer of the Company or any of its Restricted Subsidiaries may make payroll advances in the ordinary course of businessconfirming such statement; (ii) Investments in Swap Contracts permitted under Section 9.11; and (iii) Investments in the ordinary course Lenders shall have received not later than the date of business in prepaid expenses, negotiable instruments held for collection and lease, utility and worker’s compensation, performance and other similar deposits provided to third parties; (iv) Investments in the ordinary course of business consisting of endorsements for collection or deposit; (v) Investments in the ordinary course of business consisting of the non-exclusive licensing or contribution of intellectual property pursuant to development, marketing or manufacturing agreements or arrangements or similar agreements or arrangements with other Persons to the extent the same do not interfere in any material respect with the business of the Company or any Restricted Subsidiary; (vi) Investments to the extent that payment for such Investments is made solely with Equity Interests of the Parent (other than Disqualified Stock); (vii) lease, utility and other similar deposits in the ordinary course of business; and (viii) equity Investment by any Credit Party in any Restricted Subsidiary completion of such Credit Party which is required by law to maintain Permitted Acquisition, (I) available information regarding such Permitted Acquisition (including historical and projected revenue and cash flow and purchase price), (II) a minimum net capital requirement or as may be otherwise required by applicable law; (e) the Parent, the Company or any pro forma consolidated balance sheet of its Restricted Subsidiaries may acquire and hold receivables owing to it, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms (provided that nothing in this clause (e) shall prevent the Parent, the Company or any Restricted Subsidiary from offering such concessionary trade terms, or from receiving such Investments in connection with the bankruptcy or reorganization of their respective suppliers or customers or the settlement of disputes with such customers or suppliers arising in the ordinary course of business, as management deems reasonable in the circumstances); (f) (i) the Parent, the Company and its Restricted consolidated Subsidiaries may hold Investments received as considerations in connection with asset sales permitted by Section 9.6; at the end of the most recent period for which financial statements shall have been delivered to the Lenders pursuant to subsection 5.1(a) or (b), adjusted to give effect to the consummation of such Permitted Acquisition and (ii) dispositions all other Permitted Acquisitions consummated prior to such date and any related financings and other transfers pursuant to Section 9.5 or Section 9.6 and Restricted Payments pursuant to Section 9.9 and purchases, defeasance or prepayment of Restricted Debt pursuant to Section 9.12(b), in each case, to transactions contemplated thereby (the extent "Acquisition Pro Forma Balance Sheet") which such transactions constitute Investments; (g) Investments, loans and advances of the Company or any Restricted Subsidiary existing on the Closing Date and described on Schedule 9.7 hereto; (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; and (i) additional Investments (including Permitted Acquisitions and Investments in Permitted Joint Ventures), provided that, the Investment Conditions Acquisition Pro Forma Balance Sheet shall be satisfied (and subject to the proviso in Section 9.7(a)). If any Person shall be acquired by virtue of an Investment permitted by this Section 9.7, then, the Company shall comply with and shall cause such Person to comply demonstrate compliance with the requirements set forth in Section 8.10.of the Loan

Limitation on Investments, Loans and Advances. Make any advance, loan, extension of credit (including Contingent Obligations in the form of guarantees) or capital contribution to, or purchase any stock, bonds, notes, debentures or other securities of or any assets constituting a business unit of, or make any other Person (each an “Investment” and, collectively, “Investments”) investment in, any Person, except (subject to the final sentence of this Section 9.7) the following: (a) extensions of trade credit in the ordinary course of business; (b) investments in Cash Equivalents; (c) the Vital Choice Acquisition; (d) loans and advances to employees of the Borrower or its Subsidiaries for travel, entertainment and relocation expenses in the ordinary course of business in an aggregate amount for the Borrower and its Subsidiaries not to exceed $500,000 at any one time outstanding; (e) loans and advances in the ordinary course of business to employees in connection with the purchase or retention of shares of Capital Stock by such officers in an aggregate principal amount not to exceed $250,000 at any time outstanding shall be permitted; (f) investments by the Borrower in any Domestic Subsidiary, and investments by any Subsidiary in the Borrower and in a Domestic Subsidiary; (g) the investments held by the Borrower on the Closing Date and described on Schedule 9.8, provided that any additional investments made with respect thereto shall be permitted only if independently justified under the other provisions of this Section; (h) the intercompany Indebtedness described in Section 9.2; (i) Investments by the ParentBorrower and its Subsidiaries may acquire and own investments (including debt obligations) received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of and other disputes with, the Company customers and the Restricted Subsidiaries suppliers arising in the Parent, the Company or any other Restricted Subsidiary and ordinary course of business; (ii) Investments by Credit Parties in Unrestricted Subsidiaries and joint ventures; provided that, in each case (x) any Investment constituting such Equity Interests held by a Credit Party shall be pledged pursuant to, and to the extent required by, the Pledge and Security Agreement and (yj) the aggregate amount Borrower may hold any promissory notes acquired in connection with the dispositions of Investments made after the Closing Date (including pursuant to Section 9.7(i)) in Restricted Subsidiaries that are not Wholly-Owned Domestic Subsidiaries, Unrestricted Subsidiaries and in joint ventures shall not exceed the lesser of (A) 5.0% of Consolidated Total Assets (determined at the time of making such Investment based on the financial statements most recently delivered assets permitted under Section 8.1(a9.6(a) or (b)) and (B) 5.0% of Consolidated EBITDA (determined at the time of making such Investment based on the financial statements most recently delivered under Section 8.1(a) or (b)) (provided that the aggregate amounts set forth in this sub-clause (y) shall be calculated net of any returns, profits, distributions and similar amounts received by any Credit Party (which, in each case, shall not exceed the amount of such Investment (valued at cost) at the time such Investment was made)); provided, further, that in the case of sub-clause (ii), before and after giving effect to such Investment no Event of Default shall have occurred and be continuing; (bk) the Parent, the Company or any Restricted Subsidiary Borrower and its Subsidiaries may invest in, acquire and hold cash and Cash Equivalents; (cl) the Parent, the Company or any of Borrower and its Restricted Subsidiaries may make travel and entertainment advances and relocation loans in the ordinary course of business to officers, employees and agents of the Company or any such Restricted Subsidiary, additional Investments in an aggregate outstanding amount not exceeding to exceed $500,000 at any time for all such advances and relocation loans; (d) (i) the Parent, the Company or any of its Restricted Subsidiaries may make payroll advances in the ordinary course of business; (ii) Investments in Swap Contracts permitted under Section 9.11; (iii) Investments in the ordinary course of business in prepaid expenses, negotiable instruments held for collection and lease, utility and worker’s compensation, performance and other similar deposits provided to third parties; (iv) Investments in the ordinary course of business consisting of endorsements for collection or deposit; (v) Investments in the ordinary course of business consisting of the non-exclusive licensing or contribution of intellectual property pursuant to development, marketing or manufacturing agreements or arrangements or similar agreements or arrangements with other Persons to the extent the same do not interfere in any material respect with the business of the Company or any Restricted Subsidiary; (vi) Investments to the extent that payment for such Investments is made solely with Equity Interests of the Parent (other than Disqualified Stock); (vii) lease, utility and other similar deposits in the ordinary course of business; and (viii) equity Investment by any Credit Party in any Restricted Subsidiary of such Credit Party which is required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable law; (e) the Parent, the Company or any of its Restricted Subsidiaries may acquire and hold receivables owing to it, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms (provided that nothing in this clause (e) shall prevent the Parent, the Company or any Restricted Subsidiary from offering such concessionary trade terms, or from receiving such Investments in connection with the bankruptcy or reorganization of their respective suppliers or customers or the settlement of disputes with such customers or suppliers arising in the ordinary course of business, as management deems reasonable in the circumstances); (f) (i) the Parent, the Company and its Restricted Subsidiaries may hold Investments received as considerations in connection with asset sales permitted by Section 9.6; and (ii) dispositions and other transfers pursuant to Section 9.5 or Section 9.6 and Restricted Payments pursuant to Section 9.9 and purchases, defeasance or prepayment of Restricted Debt pursuant to Section 9.12(b), in each case, to the extent such transactions constitute Investments; (g) Investments, loans and advances of the Company or any Restricted Subsidiary existing on the Closing Date and described on Schedule 9.7 hereto; (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 business2,000,000; and (im) additional Investments (including Permitted Acquisitions and Investments in Permitted Joint Ventures), provided that, the Investment Conditions shall be satisfied (and subject to the proviso in Section 9.7(a)). If any Person shall be acquired by virtue of an Investment permitted by this Section 9.7, then, the Company shall comply with and shall cause such Person to comply with the requirements set forth in Section 8.10Acquisitions.

Limitation on Investments, Loans and Advances. Make The Borrower shall not, and shall not permit any of its Subsidiaries to, make any advance, loan, extension of credit (including Contingent Obligations in the form of guarantees) or capital contribution to, or purchase any stock, bonds, notes, debentures or other securities of or any assets constituting a business unit of, or make any other Person investment in (each any of the foregoing, an “Investment” and, collectively, “Investments”) in"investment"), any Person, or otherwise make any Acquisition, except (subject to the final sentence of this Section 9.7) the followingfor: (a) (i) Investments by the Parent, the Company and the Restricted Subsidiaries Borrower's ownership interest in the Parent, the Company or any other Restricted Subsidiary and (ii) Investments by Credit Parties in Unrestricted Subsidiaries and joint ventures; provided that, in each case (x) any Investment constituting such Equity Interests held by a Credit Party shall be pledged pursuant to, and to the extent required by, the Pledge and Security Agreement and (y) the aggregate amount of Investments made after the Closing Date (including pursuant to Section 9.7(i)) in Restricted Subsidiaries that are not Wholly-Owned Domestic its Subsidiaries, Unrestricted Subsidiaries and in joint ventures shall not exceed the lesser of (A) 5.0% of Consolidated Total Assets (determined at the time of making such Investment based on the financial statements most recently delivered under Section 8.1(a) or (b)) and (B) 5.0% of Consolidated EBITDA (determined at the time of making such Investment based on the financial statements most recently delivered under Section 8.1(a) or (b)) (provided that the aggregate amounts set forth in this sub-clause (y) shall be calculated net of any returns, profits, distributions and similar amounts received by any Credit Party (which, in each case, shall not exceed the amount of such Investment (valued at cost) at the time such Investment was made)); provided, further, that in the case of sub-clause (ii), before and after giving effect to such Investment no Event of Default shall have occurred and be continuing; (b) the Parentinvestments in marketable securities, the Company liquid investments and other financial instruments that are acquired for investment purposes and may be readily sold or any Restricted Subsidiary otherwise liquidated, that have a value which may invest in, acquire be readily established and hold cash and Cash Equivalentswhich are investment grade; (c) the Parent, the Company or any extensions of its Restricted Subsidiaries may make travel and entertainment advances and relocation loans in the ordinary course of business to officers, employees and agents of the Company or any such Restricted Subsidiary, in an aggregate outstanding amount not exceeding $500,000 at any time for all such advances and relocation loans; (d) (i) the Parent, the Company or any of its Restricted Subsidiaries may make payroll advances trade credit in the ordinary course of business; ; (d) Acquisitions of Persons or businesses in the same line of business as that described in Section 3.17, provided that (i) no Default has occurred and is continuing or would result from the consummation of such Acquisition (and the Borrower shall have delivered to the Agent a Covenant Compliance Certificate showing pro forma calculations assuming such Acquisition had been consummated), (ii) Investments in Swap Contracts permitted under Section 9.11; the aggregate Consideration therefor shall not exceed $10,000,000, (iii) Investments in the ordinary course Agent shall have received, reviewed and approved all documents requested by the Agent to insure that the Lenders have a first priority security interest in, and assignment of, all personal property assets and interests acquired (excluding intellectual property), including consents of business in prepaid expensesthird parties if reasonably requested, negotiable instruments held for collection and lease, utility and worker’s compensation, performance and other similar deposits provided to third parties; (iv) Investments in such Acquisition is not opposed by the ordinary course of Person to be, or whose business consisting of endorsements for collection or deposit; (v) Investments in the ordinary course of business consisting of the non-exclusive licensing or contribution of intellectual property pursuant is to developmentbe, marketing or manufacturing agreements or arrangements or similar agreements or arrangements with other Persons to the extent the same do not interfere in any material respect with the business of the Company or any Restricted Subsidiary; (vi) Investments to the extent that payment for such Investments is made solely with Equity Interests of the Parent (other than Disqualified Stock); (vii) lease, utility and other similar deposits in the ordinary course of business; and (viii) equity Investment by any Credit Party in any Restricted Subsidiary of such Credit Party which is required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable lawacquired; (e) the Parent, the Company or any of its Restricted Subsidiaries may acquire and hold receivables owing to it, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms (provided that nothing in this clause (e) shall prevent the Parent, the Company or any Restricted Subsidiary from offering such concessionary trade terms, or from receiving such Investments in connection with the bankruptcy or reorganization of their respective suppliers or customers or the settlement of disputes with such customers or suppliers arising in the ordinary course of business, as management deems reasonable in the circumstances); (f) (i) the Parent, the Company and its Restricted Subsidiaries may hold Investments received as considerations in connection with asset sales permitted by Section 9.6; and (ii) dispositions and other transfers pursuant to Section 9.5 or Section 9.6 and Restricted Payments pursuant to Section 9.9 and purchases, defeasance or prepayment of Restricted Debt pursuant to Section 9.12(b), in each case, to the extent such transactions constitute Investments; (g) Investments, loans and advances of the Company or any Restricted Subsidiary investments existing on the Closing Date and described listed on Schedule 9.7 hereto6.7; (hf) Investments received loans and advances to officers and employees of the Borrower or any Subsidiary, provided that such loans and advances do not exceed $1,000,000 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 businessaggregate principal amount at any time outstanding; and (ig) additional Investments (including Permitted Acquisitions and Investments in Permitted Joint Ventures), provided that, acquisition of all of the Investment Conditions shall be satisfied (and subject to the proviso in Section 9.7(a)). If any Person shall be acquired shares of capital stock of QIPL by virtue of an Investment permitted by this Section 9.7, then, the Company shall comply with and shall cause such Person to comply with the requirements set forth in Section 8.10QAPL.

Limitation on Investments, Loans and Advances. Make any advance, loan, extension of credit (including Contingent Obligations in the form of guarantees) or capital contribution to, or purchase any stock, bonds, notes, debentures or other securities of or any assets constituting a business unit of, or make any other Person (each an “Investment” and, collectively, “Investments”) investment in, any other Person, except (subject to the final sentence of this Section 9.7) the followingexcept: (a) (i) Investments by the Parent, the Company and the Restricted Subsidiaries extensions of trade credit in the Parentordinary course of business; (b) acquisition of securities of a Person as a means of making Capital Expenditures permitted pursuant to subsection 7.9, subject to the limitations set forth therein; (c) investments in Cash Equivalents; (d) contributions to Holdings permitted under subsections 7.8 and 7.9; (e) loans and advances to officers and employees in the ordinary course of business provided that the aggregate principal amount thereof outstanding at any time does not exceed $100,000; (f) any acquisition by the Company or any of its Subsidiaries of a business through the purchase or other Restricted Subsidiary and acquisition of all or a portion of the assets or Capital Stock of any Person provided that the business or assets acquired fall within the restrictions of subsection 7.15 (ii) Investments by Credit Parties in Unrestricted Subsidiaries and joint venturesa "Permitted Acquisition"); provided that, : (i) the Total Amount Expended in each case connection with all Permitted Acquisitions shall not exceed (x) in the aggregate in any Investment constituting such Equity Interests held by a Credit Party shall be pledged pursuant tofiscal year of the Company, and to the extent required by, the Pledge and Security Agreement and $15,000,000 or (y) for any single Permitted Acquisition or series of related Permitted Acquisitions either (1) $7,5000,000, if the aggregate amount Total Leverage Ratio of Investments made after the Closing Date (including pursuant to Section 9.7(i)) in Restricted Subsidiaries that are not Wholly-Owned Domestic Subsidiaries, Unrestricted Subsidiaries and in joint ventures shall not exceed the lesser of (A) 5.0% of Consolidated Total Assets (determined at the time of making such Investment based on the financial statements most recently delivered under Section 8.1(a) or (b)) and (B) 5.0% of Consolidated EBITDA (determined at the time of making such Investment based on the financial statements most recently delivered under Section 8.1(a) or (b)) (provided that the aggregate amounts set forth in this sub-clause (y) shall be Company calculated net of any returns, profits, distributions and similar amounts received by any Credit Party (which, in each case, shall not exceed the amount of such Investment (valued at cost) at the time such Investment was made)); provided, further, that in the case of sub-clause (ii), before and after giving effect to such Investment the proposed Permitted Acquisition and the financing thereof is equal to or greater than 5.00 to 1.00, or (2) $10,000,000, if the Total Leverage Ratio of the Company calculated after giving effect to the proposed Permitted Acquisition and the financing thereof is less than 5.00 to 1.00; (ii) no Default or Event of Default shall have occurred and be continuingcontinuing on the date thereof or after giving effect to the proposed Permitted Acquisition, and at the request of the Administrative Agent, the Administrative Agent shall have received within five days prior to the consummation of such Permitted Acquisition a certificate of a Responsible Officer of the Company confirming such statement; and (iii) the Lenders shall have received not later than the date of completion of such Permitted Acquisition, (I) available information regarding such Permitted Acquisition (including historical and projected revenue and cash flow and purchase price), (II) a pro forma consolidated balance sheet of the Company and its consolidated Subsidiaries as at the end of the most recent period for which financial statements shall have been delivered to the Lenders pursuant to subsection 6.1(a) or (b), adjusted to give effect to the consummation of such Permitted Acquisition and all other Permitted Acquisitions consummated prior to such date and any related financings and other transactions contemplated thereby (the "Acquisition Pro Forma Balance Sheet") which such Acquisition Pro Forma Balance Sheet shall demonstrate compliance with the requirements of the Loan Documents before and after giving effect to such Permitted Acquisition through and including the Facilities Termination Date and (III) a pro forma consolidated income statement of the Company and its consolidated Subsidiaries for the twelve-month period ended on the date of the Acquisition Pro Forma Balance Sheet adjusted as set forth in clause (II) of this clause (iii); provided, however, that notwithstanding anything to the contrary in this subsection 7.10(e): (I) regardless of the form of consideration or the source of financing, the Total Amount Expended in connection with all Permitted Acquisitions may not exceed $60,000,000 in the aggregate during any period of four consecutive fiscal quarters (provided that, as used in this clause (iv), "Total Amount Expended" shall include any and all Equity Consideration used for any Permitted Acquisition); (bII) the ParentCompany may (subject to clauses (I) and (III) of this proviso) make Permitted Acquisitions in any fiscal year subject only to satisfaction of the requirements set forth in the preceding clause (ii), so long as the Total Amount Expended in connection with all Permitted Acquisitions during such year does not exceed $1,000,000; and (III) except for the currently contemplated acquisition by the Company from NTD Publishing Inc. of directories servicing the Seattle, Washington area, the Total Amount Expended in connection with which does not exceed $4,500,000, neither the Company nor any Subsidiary will be permitted to make any acquisition of another business (whether through purchases of stock or assets or otherwise), at any time during the Bridge Period unless the consideration for such acquisition consists solely of Equity Consideration; (g) loans to officers and employees of the Company, the proceeds of which are used to purchase Capital Stock of the Company (other than any preferred stock or similar interest with a mandatory redemption feature other than any such features provided for in an Executive Agreement); and (h) provided that the making thereof would be treated as an operating expense in the computation of Consolidated Net Income of the Company, the Company or any Restricted Subsidiary may invest in, acquire and hold cash and Cash Equivalents; (c) the Parent, the Company or any of its Restricted Subsidiaries may make travel and entertainment advances and relocation loans to Holdings in amounts, when added to any dividends paid pursuant to subsection 7.8(h), that are needed to pay the reasonable expenses (excluding the payment of interest on indebtedness) incurred by Holdings, TWP Capital or the General Partner in the ordinary course of business to officers, employees and agents of the Company or any such Restricted Subsidiary, in an aggregate outstanding amount not exceeding $500,000 at any time for all such advances and relocation loans; (d) (i) the Parent, the Company or any of its Restricted Subsidiaries may make payroll advances in the ordinary course of business; (ii) Investments in Swap Contracts permitted under Section 9.11; (iii) Investments in the ordinary course of business in prepaid expenses, negotiable instruments held for collection and lease, utility and worker’s compensation, performance and other similar deposits provided to third parties; (iv) Investments in the ordinary course of business consisting of endorsements for collection or deposit; (v) Investments in the ordinary course of business consisting of the non-exclusive licensing or contribution of intellectual property pursuant to development, marketing or manufacturing agreements or arrangements or similar agreements or arrangements with other Persons to the extent the same do not interfere in any material respect with the business of the Company or any Restricted Subsidiary; (vi) Investments to the extent that payment for such Investments is made solely with Equity Interests of the Parent (other than Disqualified Stock); (vii) lease, utility and other similar deposits in the ordinary course of business; and (viii) equity Investment by any Credit Party in any Restricted Subsidiary of such Credit Party which is required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable law; (e) the Parent, the Company or any of its Restricted Subsidiaries may acquire and hold receivables owing to it, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms (provided that nothing in this clause (e) shall prevent the Parent, the Company or any Restricted Subsidiary from offering such concessionary trade terms, or from receiving such Investments in connection with the bankruptcy or reorganization of their respective suppliers or customers or the settlement of disputes with such customers or suppliers arising in the ordinary course of business, as management deems reasonable in the circumstances); (f) (i) the Parent, the Company and its Restricted Subsidiaries may hold Investments received as considerations in connection with asset sales permitted by Section 9.6; and (ii) dispositions and other transfers pursuant to Section 9.5 or Section 9.6 and Restricted Payments pursuant to Section 9.9 and purchases, defeasance or prepayment of Restricted Debt pursuant to Section 9.12(b), in each case, to the extent such transactions constitute Investments; (g) Investments, loans and advances of the Company or any Restricted Subsidiary existing on the Closing Date and described on Schedule 9.7 hereto; (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; and (i) additional Investments (including Permitted Acquisitions and Investments in Permitted Joint Ventures), provided that, the Investment Conditions shall be satisfied (and subject to the proviso in Section 9.7(a)). If any Person shall be acquired by virtue of an Investment permitted by this Section 9.7, then, the Company shall comply with and shall cause such Person to comply with the requirements set forth in Section 8.10.

Limitation on Investments, Loans and Advances. Make The Borrower will not, and will not permit any of its Subsidiaries to, make any advance, loan, extension of credit (including Contingent Obligations in the form of guarantees) or capital contribution to, or purchase any stock, bonds, notes, debentures or other securities of or any assets constituting a business unit of, or make any other Person investment in (each any of the foregoing, an “Investment” and, collectively, “Investments”) in"investment"), any Person, except (subject to the final sentence of this Section 9.7) the followingfor: (a) (iinvestments permitted by Section 6.4(a) Investments by the Parent, the Company and the Restricted Subsidiaries in the Parent, the Company or any other Restricted Subsidiary and (ii) Investments by Credit Parties in Unrestricted Subsidiaries and joint ventures; provided that, in each case (x) any Investment constituting such Equity Interests held by a Credit Party shall be pledged pursuant to, and to the extent required by, the Pledge and Security Agreement and (y) the aggregate amount of Investments made after the Closing Date (including pursuant to Section 9.7(i)) in Restricted Subsidiaries that are not Wholly-Owned Domestic Subsidiaries, Unrestricted Subsidiaries and in joint ventures shall not exceed the lesser of (A) 5.0% of Consolidated Total Assets (determined at the time of making such Investment based on the financial statements most recently delivered under Section 8.1(a) or (b)) and (B) 5.0% of Consolidated EBITDA (determined at the time of making such Investment based on the financial statements most recently delivered under Section 8.1(a) or (b)) (provided that the aggregate amounts set forth in this sub-clause (y) shall be calculated net of any returns, profits, distributions and similar amounts received by any Credit Party (which, in each case, shall not exceed the amount of such Investment (valued at cost) at the time such Investment was made)); provided, further, that in the case of sub-clause (ii), before and after giving effect to such Investment no Event of Default shall have occurred and be continuing; (b) the Parentinvestments in marketable securities, the Company liquid investments and other financial instruments that are acquired for investment purposes and may be readily sold or any Restricted Subsidiary otherwise liquidated, that have a value which may invest in, acquire be readily established and hold cash and Cash Equivalentswhich are investment grade; (c) investments outstanding on the Parent, the Company or any of its Restricted Subsidiaries may make travel date hereof and entertainment advances and relocation loans identified in the ordinary course of business to officers, employees and agents of the Company or any such Restricted Subsidiary, in an aggregate outstanding amount not exceeding $500,000 at any time for all such advances and relocation loansSchedule 6.7; (d) operating deposit accounts with banks; (e) investments by the Borrower and its Subsidiaries in the Borrower and its Subsidiaries; (f) Interest Rate Agreements, provided that, without the limiting obligation of the Borrower under Section 5.12, when entering into any Interest Rate Agreement that at the time has, or at any time in the future may give rise to, any credit exposure, the aggregate credit exposure under all Interest Rate Agreements (including the Interest Rate Agreement being entered into) shall not exceed $5,000,000; (g) investments not referred to in any other clause of this Section 6.7 up to but not exceeding $2,000,000 in the aggregate; and (h) Permitted Acquisitions, so long as: (i) unless the ParentMajority Lenders shall otherwise consent in writing, (1) the aggregate purchase price of all Permitted Acquisitions of CATV Systems shall not exceed $10,000,000 and (2) the aggregate purchase price of all Permitted Acquisitions of Other Communications Businesses shall not exceed $2,000,000; (ii) such acquisition (if by purchase of assets, merger or consolidation) shall be effected in such manner so that the acquired CATV System and the related assets thereof, are owned either by the Borrower or a Wholly Owned Subsidiary of the Borrower, and, if effected by merger or consolidation involving the Borrower, the Company Borrower shall be the continuing or surviving entity; (iii) such acquisition (if by purchase of stock) shall be effected in such manner so that the acquired entity becomes a Wholly Owned Subsidiary of the Borrower; (iv) the Borrower shall deliver to the Agent (which shall promptly forward copies thereof to each Lender) (1) no later than five Business Days prior to the consummation of each such acquisition (or such earlier date as shall be five Business Days after the execution and delivery thereof), executed counterparts of the respective agreements or instruments pursuant to which such acquisition is to be consummated (including, without limitation, any related management, non-compete, employment, option or other material agreements), any schedules to such agreements or instruments and all other material ancillary documents to be executed or delivered in connection therewith and (2) promptly following request therefor, copies of such other information or documents relating to each such acquisition as the Agent or the Majority Lenders shall have reasonably requested; (v) the agreements, instruments and other documents referred to in the foregoing clause (iv) shall provide that (1) the entire amount of the consideration payable by the Borrower and its Subsidiaries in connection with such acquisition (other than customary post-closing adjustments and indemnity obligations, and other than Indebtedness incurred in connection with such acquisition that is permitted under Section 6.2(g)) shall be payable on the date of such acquisition, (2) neither the Borrower nor any of its Restricted Subsidiaries may make payroll advances shall, in connection with such acquisition, assume or remain liable in respect of (x) any Indebtedness of the ordinary course of business; seller or sellers (ii) Investments in Swap Contracts except for Indebtedness permitted under Section 9.11; 6.2(g)) or (iiiy) Investments other obligations of the seller or sellers (except for obligations incurred in the ordinary course of business in prepaid expensesoperating the CATV System so acquired and necessary and desirable to the continued operation of such CATV System), negotiable instruments held for collection and (3) all Property to be acquired in connection with such acquisition shall be free and leaseclear of any and all Liens, utility and worker’s compensation, performance and other similar deposits provided to third parties; (iv) Investments in the ordinary course of business consisting of endorsements for collection or deposit; (v) Investments in the ordinary course of business consisting of the non-exclusive licensing or contribution of intellectual property pursuant to development, marketing or manufacturing agreements or arrangements or similar agreements or arrangements with other Persons except to the extent the same do not interfere in any material respect with the business of the Company or any Restricted Subsidiary; permitted by Section 6.3 hereof (vi) Investments to the extent that payment for such Investments is made solely with Equity Interests of the Parent (other than Disqualified Stock); (vii) lease, utility and other similar deposits in the ordinary course of business; and (viii) equity Investment event any such Property is subject to any Lien not permitted by any Credit Party in any Restricted Subsidiary of such Credit Party which is required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable law; (e) the Parent, the Company or any of its Restricted Subsidiaries may acquire and hold receivables owing to it, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms (provided that nothing in this clause (e3) shall prevent the Parent, the Company or any Restricted Subsidiary from offering such concessionary trade terms, or from receiving such Investments in connection with the bankruptcy or reorganization of their respective suppliers or customers or the settlement of disputes then concurrently with such customers or suppliers arising in the ordinary course of business, as management deems reasonable in the circumstancesacquisition such Lien shall be released); (fvi) (i) no later than five Business Days prior to the Parentconsummation of such acquisition, the Company Borrower shall have delivered to each Lender a Covenant Compliance Certificate prepared on a pro forma basis in accordance with Section 1.2(e) and its Restricted Subsidiaries may hold Investments received as considerations in connection with asset sales permitted by Section 9.6; and (ii) dispositions and other transfers pursuant to Section 9.5 or Section 9.6 and Restricted Payments pursuant to Section 9.9 and purchases, defeasance or prepayment of Restricted Debt pursuant to Section 9.12(b), in each case, assuming that interest for such period had been equal to the extent actual blended interest rate paid by the Borrower during such transactions constitute Investmentsperiod on the Loans); (gvii) Investments, loans the acquired CATV System shall be in a State in which the Borrower and advances of the Company or any Restricted Subsidiary existing its Subsidiaries have CATV Systems on the Closing Date and described on Schedule 9.7 hereto(or another State contiguous thereto); (hviii) Investments received in connection concurrently with the bankruptcy consummation of such acquisition, all actions (1) required under Section 5.11 and (2) required by the Agent to perfect a security interest in all personal property assets acquired shall have been taken (including but not limited to delivery of an opinion of counsel to the Borrower and its Subsidiaries in form and substance satisfactory to the Co-Arrangers with respect to such perfection and with respect to regulatory compliance of the assets or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of businessentity to be acquired); and (iix) additional Investments (including Permitted Acquisitions at the time of such acquisition and Investments in Permitted Joint Ventures)after giving effect thereto, provided that, the Investment Conditions no Default shall have occurred and shall be satisfied (and subject to the proviso in Section 9.7(a)). If any Person shall be acquired by virtue of an Investment permitted by this Section 9.7, then, the Company shall comply with and shall cause such Person to comply with the requirements set forth in Section 8.10continuing.

Limitation on Investments, Loans and Advances. Make any advance, --------------------------------------------- loan, extension of credit (including Contingent Obligations in the form of guarantees) or capital contribution to, or purchase any stock, bonds, notes, debentures or other securities of or any assets constituting a business unit of, or make any other Person (each an “Investment” and, collectively, “Investments”) investment in, any Person, except (subject to the final sentence of this Section 9.7) the followingexcept: (a) extensions of trade credit in the ordinary course of business; (ib) Investments investments in Cash Equivalents; (c) loans and advances to employees of the Borrower or its Restricted Subsidiaries for travel, entertainment and relocation expenses in the ordinary course of business in an aggregate amount for the Borrower and its Restricted Subsidiaries not to exceed $200,000 at any one time outstanding; (d) investments by the Parent, the Company Borrower in its Restricted Subsidiaries and the investments by such Restricted Subsidiaries in the Parent, the Company or any Borrower and in other Restricted Subsidiary Subsidiaries; (e) investments by the Borrower in, and (ii) Investments loans and advances by Credit Parties in Unrestricted Subsidiaries and joint ventures; provided that, in each case (x) any Investment constituting such Equity Interests held by a Credit Party shall be pledged pursuant the Borrower to, and its Unrestricted Subsidiary in an aggregate amount not to the extent required by, the Pledge and Security Agreement and exceed $2,500,000 at any one time outstanding; (yf) the aggregate amount acquisition by the Borrower of Investments made after substantially all the Closing Date (including pursuant to Section 9.7(i)) in Restricted Subsidiaries that are not Wholly-Owned Domestic Subsidiariesassets of Xxxxxx Xxxxxxx Xxxxxx, Unrestricted Subsidiaries and in joint ventures shall not exceed the lesser of (A) 5.0% of Consolidated Total Assets (determined at the time of making such Investment based Inc. on the financial statements most recently delivered under Section 8.1(a) or (b)) terms and (B) 5.0% of Consolidated EBITDA (determined at the time of making such Investment based on the financial statements most recently delivered under Section 8.1(a) or (b)) (provided that the aggregate amounts conditions set forth in this sub-clause Schedule 6.8; and (yg) acquisitions the aggregate purchase price payable for which does not exceed $15,000,000 in the aggregate or $5,000,000 in any fiscal year, provided that no such acquisition shall be calculated net of any returns, profits, distributions and similar amounts received by any Credit Party permitted unless (which, in each case, shall not exceed the amount of such Investment (valued at costi) at the time such Investment was made)); provided, further, that in the case of sub-clause (ii), before and after giving effect to such Investment no Default -------- or Event of Default shall have occurred and be continuing; continuing at the time of such acquisition or would result therefrom, (bii) in the case of any acquisition for which the aggregate purchase price is greater than or equal to $3,000,000, after giving effect to such acquisition the Borrower will be in compliance on a pro forma basis with the covenants contained in subsection 6.1 from the date of such acquisition, (iii) the Parentbusiness and/or assets which are the subject of such acquisition are located within markets being serviced by the Borrower on the date hereof, the Company or any Restricted Subsidiary may invest in, acquire (iv) such acquisition shall have been negotiated on an arms-length basis and hold cash and Cash Equivalents; (cv) the Parent, the Company or any of its Restricted Subsidiaries may make travel and entertainment advances and relocation loans in the ordinary course case of business any acquisition for which the aggregate purchase price is greater than or equal to officers$3,000,000, employees not less than 20 Business Days prior to the date of consummation of such acquisition the Borrower shall have delivered to each Lender information reasonably satisfactory to each Lender regarding such acquisition (including, without limitation, information with respect to revenue, cash flow, purchase price and agents number of signs acquired (categorized by sign type)) and a certificate of the Company or any such Restricted Subsidiary, Borrower's Chief Financial Officer confirming the statements made in an aggregate outstanding amount not exceeding $500,000 at any time for all such advances and relocation loans; (d) clauses (i) the Parent, the Company or any of its Restricted Subsidiaries may make payroll advances in the ordinary course of business; (ii) Investments in Swap Contracts permitted under Section 9.11; (iii) Investments in the ordinary course of business in prepaid expenses, negotiable instruments held for collection and lease, utility and worker’s compensation, performance and other similar deposits provided to third parties; (iv) Investments in the ordinary course of business consisting of endorsements for collection or deposit; (v) Investments in the ordinary course of business consisting of the non-exclusive licensing or contribution of intellectual property pursuant to development, marketing or manufacturing agreements or arrangements or similar agreements or arrangements with other Persons to the extent the same do not interfere in any material respect with the business of the Company or any Restricted Subsidiary; (vi) Investments to the extent that payment for such Investments is made solely with Equity Interests of the Parent (other than Disqualified Stock); (vii) lease, utility and other similar deposits in the ordinary course of business; and (viii) equity Investment by any Credit Party in any Restricted Subsidiary of such Credit Party which is required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable law; (e) the Parent, the Company or any of its Restricted Subsidiaries may acquire and hold receivables owing to it, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms (provided that nothing in this clause (e) shall prevent the Parent, the Company or any Restricted Subsidiary from offering such concessionary trade terms, or from receiving such Investments in connection with the bankruptcy or reorganization of their respective suppliers or customers or the settlement of disputes with such customers or suppliers arising in the ordinary course of business, as management deems reasonable in the circumstances); (f) (i) the Parent, the Company and its Restricted Subsidiaries may hold Investments received as considerations in connection with asset sales permitted by Section 9.6; and (ii) dispositions above and other transfers pursuant to Section 9.5 or Section 9.6 and Restricted Payments pursuant to Section 9.9 and purchases, defeasance or prepayment of Restricted Debt pursuant to Section 9.12(b), in each case, to the extent such transactions constitute Investments; (g) Investments, loans and advances of the Company or any Restricted Subsidiary existing on the Closing Date and described on Schedule 9.7 hereto; (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; and (i) additional Investments (including Permitted Acquisitions and Investments in Permitted Joint Ventures), provided that, the Investment Conditions shall be satisfied (and subject to the proviso in Section 9.7(a)). If any Person shall be acquired by virtue of an Investment permitted by this Section 9.7, then, the Company shall comply with and shall cause such Person to comply with the requirements set setting forth in Section 8.10reasonable detail the computations supporting the statements made in such certificate.

Limitation on Investments, Loans and Advances. Make any advance, loan, extension of credit (including Contingent Obligations in the form of guarantees) or capital contribution to, or purchase any stock, bonds, notes, debentures or other securities or any assets constituting a business unit of, any other Person (each an “Investment” and, collectively, “Investments”) in, any Person, except (subject to the final sentence of this Section 9.7) the following: (a) (i) Investments by the Parent, the Company and the Restricted Subsidiaries in the Parent, the Company or any other Restricted Subsidiary and (ii) Investments by Credit Parties in Unrestricted Subsidiaries and joint ventures; provided that, in each case (x) any Investment constituting such Equity Interests held by a Credit Party shall be pledged pursuant to, and to the extent required by, the Pledge and Security Agreement and (y) the aggregate amount of Investments made after the Closing Fifth Amendment Effective Date (including pursuant to Section 9.7(i)) in Restricted Subsidiaries that are not Wholly-Owned Domestic Subsidiaries, Unrestricted Subsidiaries and in joint ventures shall not exceed the lesser greater of (A) 5.0% of Consolidated Total Assets (determined at the time of making such Investment based on the financial statements most recently delivered under Section 8.1(a) or (b)) $50,000,000 and (B) 5.03.75% of Consolidated EBITDA Net Tangible Assets (determined at the time of making such Investment based on the financial statements most recently delivered under Section 8.1(a) or (b)) (provided that the aggregate amounts set forth in this sub-clause (y) shall be calculated net of any returns, profits, distributions and similar amounts received by any Credit Party (which, in each case, shall not exceed the amount of such Investment (valued at cost) at the time such Investment was made)); provided, further, that in the case of sub-clause (ii), before and after giving effect to such Investment no Event of Default shall have occurred and be continuing; (b) the Parent, the Company or any Restricted Subsidiary may invest in, acquire and hold cash and Cash Equivalents; (c) the Parent, the Company or any of its Restricted Subsidiaries may make travel and entertainment advances and relocation loans in the ordinary course of business to officers, employees and agents of the Company or any such Restricted Subsidiary, in an aggregate outstanding amount not exceeding $500,000 at any time for all such advances and relocation loans; (d) (i) the Parent, the Company or any of its Restricted Subsidiaries may make payroll advances in the ordinary course of business; (ii) Investments in Swap Contracts permitted under Section 9.11; (iii) Investments in the ordinary course of business in prepaid expenses, negotiable instruments held for collection and lease, utility and worker’s compensation, performance and other similar deposits provided to third parties; (iv) Investments in the ordinary course of business consisting of endorsements for collection or deposit; (v) Investments in the ordinary course of business consisting of the non-exclusive licensing or contribution of intellectual property pursuant to development, marketing or manufacturing agreements or arrangements or similar agreements or arrangements with other Persons to the extent the same do not interfere in any material respect with the business of the Company or any Restricted Subsidiary; (vi) Investments to the extent that payment for such Investments is made solely with Equity Interests of the Parent (other than Disqualified Stock); (vii) lease, utility and other similar deposits in the ordinary course of business; and (viii) equity Investment by any Credit Party in any Restricted Subsidiary of such Credit Party which is required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable law; (e) the Parent, the Company or any of its Restricted Subsidiaries may acquire and hold receivables owing to it, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms (provided that nothing in this clause (e) shall prevent the Parent, the Company or any Restricted Subsidiary from offering such concessionary trade terms, or from receiving such Investments in connection with the bankruptcy or reorganization of their respective suppliers or customers or the settlement of disputes with such customers or suppliers arising in the ordinary course of business, as management deems reasonable in the circumstances); (f) (i) the Parent, the Company and its Restricted Subsidiaries may hold Investments received as considerations in connection with asset sales permitted by Section 9.6; and (ii) dispositions and other transfers pursuant to Section 9.5 or Section 9.6 and Restricted Payments pursuant to Section 9.9 and purchases, defeasance or prepayment of Restricted Debt pursuant to Section 9.12(b), in each case, to the extent such transactions constitute Investments; (g) Investments, loans and advances of the Company or any Restricted Subsidiary existing on the Closing Date and described on Schedule 9.7 hereto; (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; and (i) additional Investments (including Permitted Acquisitions and Investments in Permitted Joint Ventures), provided that, the Investment Conditions shall be satisfied (and subject to the proviso in Section 9.7(a)). If any Person shall be acquired by virtue of an Investment permitted by this Section 9.7, then, the Company shall comply with and shall cause such Person to comply with the requirements set forth in Section 8.10.

Limitation on Investments, Loans and Advances. Make any advance, loan, extension of credit (including Contingent Obligations in the form of guarantees) or capital contribution to, or purchase any stock, bonds, notes, debentures or other securities of, or any assets constituting a business unit of, or make or maintain any other Person investment (each an and “Investment” and, collectively, “Investments”) in, any Person, except (subject to the final sentence of this Section 9.7) the following: (a) (i) loans or advances in respect of intercompany accounts attributable to the operation of the Company’s cash management system, (ii) loans or advances by the Company to any Subsidiary for working capital needs so long as such loans or advances constitute Indebtedness of the primary obligor that is not subordinate to any other Indebtedness of such obligor and, if evidenced by a promissory note, instrument or other writing, shall be pledged to the Collateral Agent as a Pledged Note, and provided that the aggregate outstanding principal amount of all such loans, when aggregated with the aggregate amount of all Investments made by the Company in its Subsidiaries pursuant to clause (b)(i) below, shall not exceed five percent (5%) of the Consolidated Total Assets, and (iii) loans or advances to the Company which are subordinated to the Finance Obligations on the terms and conditions set forth in Exhibit G; (i) Investments by the Parent, Company in Domestic Subsidiaries of the Company that are not Credit Parties in an aggregate amount, when taken together with the aggregate amount of all outstanding loans and advances made pursuant to clause (a)(ii) above, not exceeding five percent (5%) of the Restricted Subsidiaries in the Parent, the Company or any other Restricted Subsidiary and Consolidated Total Assets; (ii) Investments by Credit Parties the Company in Unrestricted Foreign Subsidiaries and joint ventures; provided that, of the Company in each case (x) any Investment constituting such Equity Interests held by a Credit Party shall be pledged pursuant to, and to the extent required by, the Pledge and Security Agreement and (y) the an aggregate amount of not exceeding $200,000,000 for all such Investments made or committed to be made from and after the Closing Restatement Effective Date (including pursuant determined without regard to any write-offs or write-downs thereof and excluding the Investments permitted by Section 9.7(i9.6(i)) plus an amount equal to any returns of capital or sales proceeds actually received in Restricted Subsidiaries that are not Wholly-Owned Domestic Subsidiaries, Unrestricted Subsidiaries and cash in joint ventures shall not exceed the lesser of (A) 5.0% of Consolidated Total Assets (determined at the time of making such Investment based on the financial statements most recently delivered under Section 8.1(a) or (b)) and (B) 5.0% of Consolidated EBITDA (determined at the time of making such Investment based on the financial statements most recently delivered under Section 8.1(a) or (b)) (provided that the aggregate amounts set forth in this sub-clause (y) shall be calculated net respect of any returns, profits, distributions and similar amounts received by any Credit Party such Investments (which, in each case, which amount shall not exceed the amount of such Investment (investment valued at cost) cost at the time such Investment investment was made); and (iii) Investments by the Company and its Foreign Subsidiaries required to consummate the Specified Pending Acquisitions (including payment of the full purchase price for each Specified Pending Acquisition, and payment of all costs and expenses incurred by the Company and its Subsidiaries in connection therewith) made solely with the proceeds of Senior Notes as referred to in Section 9.6(i)(ii); provided, further, that in the case of sub-clause (ii), before and after giving effect to such Investment no Event of Default shall have occurred and be continuing; (bc) the Parent, Investments by the Company or any Restricted of its Subsidiaries in Subsidiaries of the Company which are Credit Parties; (d) any Domestic Subsidiary of the Company which is not a Credit Party may make Investments in the Company or any Domestic Subsidiary (by way of capital contribution or otherwise), and any Foreign Subsidiary of the Company may make Investments in the Company or any other Foreign Subsidiary (by way of capital contribution or otherwise); (e) the Company may invest in, acquire and hold cash and Cash Equivalents; (cf) the Parent, the Company or any of its Restricted Subsidiaries may make travel and entertainment advances and relocation loans in the ordinary course of business to officers, employees and agents of the Company or any such Restricted Subsidiary, in an aggregate outstanding amount not exceeding $500,000 at any time for all such advances and relocation loans; (dg) (i) the Parent, the Company or any of its Restricted Subsidiaries may make payroll advances in the ordinary course of business; (ii) Investments in Swap Contracts permitted under Section 9.11; (iii) Investments in the ordinary course of business in prepaid expenses, negotiable instruments held for collection and lease, utility and worker’s compensation, performance and other similar deposits provided to third parties; (iv) Investments in the ordinary course of business consisting of endorsements for collection or deposit; (v) Investments in the ordinary course of business consisting of the non-exclusive licensing or contribution of intellectual property pursuant to development, marketing or manufacturing agreements or arrangements or similar agreements or arrangements with other Persons to the extent the same do not interfere in any material respect with the business of the Company or any Restricted Subsidiary; (vi) Investments to the extent that payment for such Investments is made solely with Equity Interests of the Parent (other than Disqualified Stock); (vii) lease, utility and other similar deposits in the ordinary course of business; and (viii) equity Investment by any Credit Party in any Restricted Subsidiary of such Credit Party which is required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable law; (eh) the Parent, the Company or any of its Restricted Subsidiaries may acquire and hold receivables owing to it, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms (provided that nothing in this clause (eh) shall prevent the Parent, the Company or any Restricted Subsidiary from offering such concessionary trade terms, or from receiving such Investments in connection with the bankruptcy or reorganization of their respective suppliers or customers or the settlement of disputes with such customers or suppliers arising in the ordinary course of business, as management deems reasonable in the circumstances); (f) (i) the Parent, the Company and its Restricted Subsidiaries may hold make Investments received as considerations in connection with asset sales permitted by Section 9.6; and (ii) dispositions and other transfers pursuant 9.6 or to Section 9.5 or Section 9.6 and Restricted Payments pursuant to Section 9.9 and purchases, defeasance or prepayment of Restricted Debt pursuant to Section 9.12(b), in each case, to which the extent such transactions constitute InvestmentsRequired Lenders consent; (gj) Investments, loans and advances of the Company or any Restricted Subsidiary existing on the Closing Restatement Effective Date and described on Schedule 9.7 hereto; (hk) so long as no Default or Event of Default has occurred and is continuing or would exist after giving effect to such transaction, the Company and its Subsidiaries may make Permitted Acquisitions, Permitted Foreign Acquisitions and Investments in Permitted Joint Ventures, provided that (i) after giving effect thereto the Company shall be in compliance with the covenants set forth in Section 9.1 (calculated on a pro forma basis as of the last day of the fiscal quarter ending immediately preceding the effective date of such Permitted Acquisition, Permitted Foreign Acquisition or other Investment for which the relevant financial information has been delivered to the Lenders pursuant to Section 8.1 or 8.2, as applicable, giving effect to such Permitted Acquisition, Permitted Foreign Acquisition or Investment as if it had been made on the first day of the Measurement Period ending on the last day of such fiscal quarter); (ii) the Secured Leverage Ratio of the Company and its Consolidated Subsidiaries is less than 2.75 to 1.00 (calculated on a pro forma basis as of the last day of the fiscal quarter ending immediately preceding the effective date of such Permitted Acquisition or other Investment for which the relevant financial information has been delivered to the Lenders pursuant to Section 8.1 or 8.2, as applicable, giving effect to such Permitted Acquisition or Investment as if it had been made on the first day of the Measurement Period ending on the last day of such fiscal quarter); (iii) if any Person shall become a Domestic Subsidiary of the Company by virtue of a Permitted Acquisition, then, unless all or substantially all of the assets of such Person are transferred to the Company (by merger of such Person with and into the Company or otherwise) within 90 days after the date such Person first become a Domestic Subsidiary of the Company, the Company shall cause such Person to become a Credit Party (and its assets to become Qualified Domestic Assets) and shall cause each such Person to comply with the requirements set forth in Section 8.10(a)(i) through (vi), (iv) immediately after giving effect thereto, Consolidated Liquidity shall not be less than $200,000,000 and (v) no Permitted Foreign Acquisition or Permitted Joint Venture may be made of, with or in consideration of any assets which before or after giving effect to such Investment are (or are required to be) either Qualified Domestic Assets or Collateral, unless (and solely to the extent that) Qualified Domestic Assets immediately prior to such Investment exceed the Minimum Domestic Qualified Asset Amount (computed for purposes of this clause (v) without deducting from Consolidated Total Domestic Assets the book value of any Qualified Domestic Assets previously or contemporaneously transferred under this paragraph (k) in respect of any Permitted Foreign Acquisition or Permitted Joint Venture since the Restatement Effective Date); (l) 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; and (im) additional Investments of the type contemplated by paragraphs (including Permitted Acquisitions a) and Investments in Permitted Joint Ventures), provided that, the Investment Conditions shall be satisfied (and subject to the proviso in Section 9.7(a)). If any Person shall be acquired by virtue b) of an Investment permitted by this Section 9.7, then, 9.7 if after giving effect thereto: (i) no Default or Event of Default has occurred or would occur after giving effect thereto; (ii) the Company shall comply with and shall cause such Person to comply is in compliance with the requirements Total Leverage Ratio and the Interest Coverage Ratio at the respective levels applicable thereto at such time in accordance with Section 9.1, as each such ratio so specified is reduced (in the case of Section 9.1(a)) or increased (in the case of Section 9.1(b)) by 0.50 to 1.00 from the applicable levels set forth in Section 8.109.1, and the Secured Leverage Ratio of the Company and its Consolidated Subsidiaries is less than 2.50 to 1.00, in each case calculated on a pro forma basis as of the last day of the fiscal quarter ending immediately preceding the date of each such Investment for which the relevant financial information has been delivered to the Lenders pursuant to Section 8.1 or 8.2, as applicable, giving effect to such Investment as if it had been made on the first day of the Measurement Period ending on the last day of such fiscal quarter; and (iii) each such Investment is funded solely with any then remaining Available Amount at the time such Investment is made. In no case shall the Company or any of its Subsidiaries make any advance, loan, extension of credit or capital contribution to, or purchase any stock, bonds, notes, debentures or other securities of, or any assets constituting a business unit of, or make or maintain any other Investment in, any Person (other than one or more Foreign Subsidiaries solely to the extent permitted under Section 9.7(b)(ii) and other than pursuant to Sections 9.7(b)(i), (b)(iii) or (k)) if after giving effect thereto (i) Qualified Domestic Assets do not have a book value at least equal to the Minimum Qualified Domestic Asset Amount or (ii) one or more Subsidiaries which are not at the time Wholly-Owned Domestic Subsidiary Guarantors (excluding ATS, ALC and Macrolink if and only so long as they do not collectively own assets having a book value in excess of the Allowed Exclusion Amount) individually or collectively own assets having a book value exceeding the product of (i) 10.0% (expressed as a decimal) multiplied by (ii) the aggregate book value of Consolidated Total Domestic Assets.