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

Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any capital stock (other than capital stock of the Credit Parties), interests in any partnership, limited liability company or joint venture (including without limitation the creation or capitalization of any Subsidiary), evidence of Debt or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of property in, any Person, or enter into, directly or indirectly, any commitment or option in respect of the foregoing (collectively, "Investments") except: (a) Investments in Subsidiaries existing on the Closing Date and the other existing loans, advances and Investments described on Schedule 11.4; (b) Investments made in accordance with the Permitted Investment Policy; (c) Investments by the Credit Parties or any Subsidiary in the form of acquisitions, including acquisitions of all or substantially all of the business or a line of business (whether by the acquisition of capital stock, assets or any combination thereof) of any other Person, so long as (i) a Responsible Officer certifies to the Administrative Agent and the Required Lenders that no Default or Event of Default has occurred and is continuing or would result from the closing of such acquisition, such certification to include, for any acquisition involving a purchase price in excess of $50,000,000, either individually or in a series of related transactions, a financial condition certificate to which is attached a pro forma balance sheet of Xxxxx Apparel Group and its Subsidiaries setting forth on a pro forma basis the financial condition of Xxxxx Apparel Group and its Subsidiaries on a Consolidated basis as of the most recently ended Fiscal Year, reflecting on a pro forma basis the effect of the transactions contemplated by such acquisition, including all fees and expenses in connection therewith, and evidencing compliance on a pro forma basis with the covenants contained in Article X hereof, and (ii) such acquisition meets either of the following requirements: (A) such acquisition is within a Permitted Line of Business, or (B) such acquisition is outside a Permitted Line of Business but the price for such acquisition, together with all other acquisitions outside the Permitted Lines of Business, does not exceed $50,000,000 in the aggregate; (d) Investments (other than acquisitions) in the Permitted Lines of Business; (e) Investments (other than acquisitions) outside Permitted Lines of Business not in excess of $50,000,000 in the aggregate; (f) loans and advances to third party contractors in the ordinary course of business and consistent with past practice not to exceed in an aggregate outstanding amount $6,000,000 (excluding such loans and advances consisting of prepayments or advances for inventory or services); and loans and advances to employees of the Credit Parties and their Subsidiaries in an aggregate outstanding amount not to exceed $4,000,000; and (g) intercompany loans and advances among the Credit Parties and their Subsidiaries so long as permitted under the terms of Sections 11.1 and 11.3.

Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any capital stock (other than capital stock of the Credit Parties)stock, interests in any partnership, limited liability company partnership or joint venture (including without limitation the creation or capitalization of any Subsidiary), evidence of Debt or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of property in, any Person, or enter into, directly or indirectly, any commitment or option in respect of the foregoing (collectively, "Investments") Person except: (a) Investments investments not otherwise permitted by this Section 10.4 in Subsidiaries existing on the Closing Date and the other existing loans, advances and Investments investments not otherwise permitted by this Section 10.4 described on Schedule 11.410.4(a) hereto; (b) Investments investments made in accordance with the Permitted Investment PolicyPolicy and Guidelines attached hereto as Schedule 10.4(b) as in effect on the date hereof, which Investment Policy and Guidelines may be updated or amended by the Borrowers without the consent of Wachovia; provided, that such updates or amendments shall not become a part of this Credit Agreement without ten (10) days prior written notice to Wachovia; (c) Investments investments by the Credit Parties any Borrower or any Subsidiary in the form of acquisitions, including acquisitions of all or substantially all of the business or a line of business (whether by the acquisition of capital stock, assets or any combination thereof) of any other Person, so long as (i) a Responsible Officer certifies to the Administrative Agent and Person if such acquisition has been previously approved in writing by the Required Lenders that no Default or Event of Default has occurred and is continuing or would result from the closing of such acquisition, such certification to include, for any acquisition involving a purchase price in excess of $50,000,000, either individually or in a series of related transactions, a financial condition certificate to which is attached a pro forma balance sheet of Xxxxx Apparel Group and its Subsidiaries setting forth on a pro forma basis the financial condition of Xxxxx Apparel Group and its Subsidiaries on a Consolidated basis as of the most recently ended Fiscal Year, reflecting on a pro forma basis the effect of the transactions contemplated by such acquisition, including all fees and expenses in connection therewith, and evidencing compliance on a pro forma basis with the covenants contained in Article X hereof, and (ii) such acquisition meets either of the following requirements: (A) such acquisition is within a Permitted Line of Business, or (B) such acquisition is outside a Permitted Line of Business but the price for such acquisition, together with all other acquisitions outside the Permitted Lines of Business, does not exceed $50,000,000 in the aggregateLenders; (d) Investments the making by any Borrower or any Guarantor of loans or advances to or investments in any Subsidiary, provided that such Subsidiary is joined as a Guarantor pursuant to Section 8.12 hereof, and provided, further, that: (other than acquisitionsi) the aggregate principal amount of intercompany loans to Non-U.S. Borrowers may not exceed the Non-U.S. Sublimit less: (A) the amount of L/C Obligations for Letters of Credit issued for the account of Non-U.S. Borrowers and (B) the aggregate principal amount of outstanding Loans borrowed by or on behalf of any Non-U.S. Borrower and (ii) intercompany loans and advances to Non-U.S. Borrowers from U.S. Borrowers together with investments by U.S. Borrowers in Non-U.S. Borrowers shall not exceed, in the Permitted Lines of Business;aggregate, without duplication, $50,000,000 at any time outstanding. (e) Investments (other than acquisitions) outside Permitted Lines the creation of Business not in excess of $50,000,000 accounts receivable in the aggregateordinary course of business; (f) the making of loans and advances to third party contractors employees in the ordinary course of business business, which loans and consistent with past practice advances: (i) shall not to exceed $1,000,000 in an the aggregate outstanding amount $6,000,000 at any one time, (excluding such loans ii) shall not remain outstanding in excess of 366 days, and advances consisting of prepayments or advances for inventory or services); and loans and advances to employees of the Credit Parties and their Subsidiaries (iii) shall otherwise be in an aggregate outstanding amount not to exceed $4,000,000compliance with Section 10.9 hereof; and (g) intercompany loans and advances among to any SPE which, in the Credit Parties and their Subsidiaries so long as permitted under aggregate, shall not exceed $65,000,000 less the terms amount of Sections 11.1 and 11.3any long-term or permanent financing obtained in connection with the Corporate Headquarters and/or the Distribution Center.

Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any capital stock (other than capital stock of the Credit Parties), interests in any partnership, limited liability company or joint venture (including without limitation the creation or capitalization of any Subsidiary), evidence of Debt or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of property in, any Person, or enter into, directly or indirectly, any commitment or option in respect of the foregoing (collectively, "Investments") except: (a) Investments in Subsidiaries existing on the Closing Amendment Date and the other existing loans, advances and Investments described on Schedule 11.4; (b) Investments made in accordance with the Permitted Investment Policy; (c) Investments by the Credit Parties or any Subsidiary Subsidiary, including Investments in the form of acquisitions, including acquisitions of all or substantially all of the business or a line of business (whether by the acquisition of capital stock, assets or any combination thereof) of any other Person, so long as (i) a Responsible Officer certifies to the Administrative Agent and the Required Lenders that no Default or Event of Default has occurred and is continuing or would result from the closing of such acquisitionacquisition or the consummation of such Investment, such certification to include, for any acquisition involving a purchase price in excess of $50,000,000, either individually or in a series of related transactions, a financial condition certificate to which is attached a pro forma balance sheet of Xxxxx Apparel Group and its Subsidiaries setting forth on a pro forma basis the financial condition of Xxxxx Apparel Group and its Subsidiaries on a Consolidated basis as of the most recently ended Fiscal Year, reflecting on a pro forma basis the effect of the transactions contemplated by such acquisition, including all fees and expenses in connection therewith, and evidencing compliance on a pro forma basis with the covenants contained in Article X hereof, and (ii) such acquisition meets either of the following requirements: (A) such acquisition is within a Permitted Line of Business, or (B) such acquisition is outside a Permitted Line of Business but the price for such acquisitionInvestment, together with all other acquisitions outside Investments made in accordance with this clause (c) after the Permitted Lines of BusinessAmendment Date, does not exceed $50,000,000 75,000,000 in the aggregate; (d) Investments set forth on Schedule 11.4 (other than acquisitionsInvestments in Subsidiaries) in the Permitted Lines of Businessan amount not to exceed $30,000,000; (e) Investments (other than acquisitions) outside Permitted Lines of Business not in excess of $50,000,000 in the aggregate; (f) loans and advances to third party contractors in the ordinary course of business and consistent with past practice not to exceed in an aggregate outstanding amount $6,000,000 (excluding such loans and advances consisting of prepayments or advances for inventory or services); and loans and advances to employees of the Credit Parties and their Subsidiaries in an aggregate outstanding amount not to exceed $4,000,000; and (gf) intercompany loans and advances among the Credit Parties and their Subsidiaries so long as permitted under the terms of Sections 11.1 and 11.3.

Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any capital stock (other than capital stock of the Credit Parties), interests in any partnership, limited liability company or joint venture (including without limitation the creation or capitalization of any Subsidiary), evidence of Debt or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of property in, any Person, or enter into, directly or indirectly, any commitment or option in respect of the foregoing (collectively, "“Investments"”) except: (a) Investments in Subsidiaries existing on the Closing Amendment Date and the other existing loans, advances and Investments described on Schedule 11.4; (b) Investments made in accordance with the Permitted Investment Policy; (c) Investments by the Credit Parties or any Subsidiary Subsidiary, including Investments in the form of acquisitions, including acquisitions of all or substantially all of the business or a line of business (whether by the acquisition of capital stock, assets or any combination thereof) of any other Person, so long as (i) a Responsible Officer certifies to the Administrative Agent and the Required Lenders that no Default or Event of Default has occurred and is continuing or would result from the closing of such acquisitionacquisition or the consummation of such Investment, such certification to include, for any acquisition involving a purchase price in excess of $50,000,000, either individually or in a series of related transactions, a financial condition certificate to which is attached a pro forma balance sheet of Xxxxx Apparel Group and its Subsidiaries setting forth on a pro forma basis the financial condition of Xxxxx Apparel Group and its Subsidiaries on a Consolidated basis as of the most recently ended Fiscal Year, reflecting on a pro forma basis the effect of the transactions contemplated by such acquisition, including all fees and expenses in connection therewith, and evidencing compliance on a pro forma basis with the covenants contained in Article X hereof, and (ii) such acquisition meets either of the following requirements: (A) such acquisition is within a Permitted Line of Business, or (B) such acquisition is outside a Permitted Line of Business but the price for such acquisitionInvestment, together with all other acquisitions outside Investments made in accordance with this clause (c) after the Permitted Lines of BusinessAmendment Date, does not exceed $50,000,000 75,000,000 in the aggregate; (d) Investments set forth on Schedule 11.4 (other than acquisitionsInvestments in Subsidiaries) in the Permitted Lines of Businessan amount not to exceed $30,000,000; (e) Investments (other than acquisitions) outside Permitted Lines of Business not in excess of $50,000,000 in the aggregate; (f) loans and advances to third party contractors in the ordinary course of business and consistent with past practice not to exceed in an aggregate outstanding amount $6,000,000 (excluding such loans and advances consisting of prepayments or advances for inventory or services); and loans and advances to employees of the Credit Parties and their Subsidiaries in an aggregate outstanding amount not to exceed $4,000,000; and (gf) intercompany loans and advances among the Credit Parties and their Subsidiaries so long as permitted under the terms of Sections 11.1 and 11.3.

Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any capital stock (other than capital stock of the Credit Parties), interests in any partnership, limited liability company or joint venture (including without limitation the creation or capitalization of any Subsidiary), evidence of Debt or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of property in, any Person, or enter into, directly or indirectly, any commitment or option in respect of the foregoing (collectively, "Investments") except: (a) Investments in Subsidiaries existing on the Closing Date and the other existing loans, advances and Investments described on Schedule 11.4; (b) Investments made in accordance with the Permitted Investment Policy; (c) Investments by the Credit Parties or any Subsidiary in the form of acquisitions, including acquisitions of all or substantially all of the business or a line of business (whether by the acquisition of capital stock, assets or any combination thereof) of any other Person, so long as (i) a Responsible Officer certifies to the Administrative Agent and the Required Lenders that no Default or Event of Default has occurred and is continuing or would result from the closing of such acquisition, such certification to include, for any acquisition involving a purchase price in excess of $50,000,000, either individually or in a series of related transactions, a financial condition certificate to which is attached a pro forma balance sheet of Xxxxx Apparel Group and its Subsidiaries setting forth on a pro forma basis the financial condition conditions of Xxxxx Apparel Group and its Subsidiaries on a Consolidated basis as of the most recently ended Fiscal YearDecember 31, 2001, reflecting on a pro forma basis the effect of the transactions contemplated by such acquisition, including all fees and expenses in connection therewith, and evidencing compliance on a pro forma basis with the covenants contained in Article X hereof, and (ii) such acquisition meets either of the following requirements: (A) such acquisition is within a Permitted Line of Business, or (B) such acquisition is outside a Permitted Line of Business but the price for such acquisition, together with all other acquisitions outside the Permitted Lines of Business, does not exceed $50,000,000 in the aggregate; (d) Investments (other than acquisitions) in the Permitted Lines of Business; (e) Investments (other than acquisitions) outside Permitted Lines of Business not in excess of $50,000,000 in the aggregate; (f) loans and advances to third party contractors in the ordinary course of business and consistent with past practice not to exceed in an aggregate outstanding amount $6,000,000 (excluding such loans and advances consisting of prepayments or advances for inventory or services); and loans and advances to employees of the Credit Parties and their Subsidiaries in an aggregate outstanding amount not to exceed $4,000,000; and (g) intercompany loans and advances among the Credit Parties and their Subsidiaries so long as permitted under the terms of Sections 11.1 and 11.3.

Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any capital stock (other than capital stock of the Credit Parties)Capital Stock, interests in any partnership, limited liability company partnership or joint venture (including including, without limitation limitation, the creation or capitalization of any Subsidiary), evidence of Debt Indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of property in, any Person, Person or enter into, directly into any Hedging Agreement or indirectly, any commitment or option in respect of the foregoing (collectively, "Investments") other Interest Rate Contract except: (a) Investments investments (i) existing on the Closing Date in Subsidiaries existing on the Closing Date, (ii) in Domestic Subsidiaries formed or acquired after the Closing Date so long as the Company and its Subsidiaries comply with the applicable provisions of Section 8.11, (iii) by the U.S. Borrower or any Domestic Subsidiary in Foreign Subsidiaries formed or acquired after the Closing Date; provided that the aggregate amount of all investments in Foreign Subsidiaries made pursuant to this Section 10.3(a)(iii) plus all intercompany Indebtedness incurred by Foreign Subsidiaries under Section 10.1(h) shall not at any time exceed an aggregate amount of $10,000,000, (iv) by Foreign Subsidiaries in other Foreign Subsidiaries and (v) the other existing loans, advances and Investments investments described on Schedule 11.410.3 existing on the Closing Date; (b) Investments made investments in accordance (A) cash and (B) (i) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency thereof maturing within one year from the date of acquisition thereof (including, without limitation, those of government sponsored enterprises such as the Farm Credit System, Federal National Mortgage Association, Federal Home Loan Mortgage Corporation, Federal Home Loan Bank, Student Loan Marketing Association, Financing Corporation, The Resolution Funding Corporation, Farm Credit System Financial Assistance Corporation, and the Federal Housing Finance Board), (ii) commercial paper maturing within one year from the date of creation thereof and currently having the highest rating from Standard & Poor’s Ratings Services, a division of The MxXxxx-Xxxx Companies, Inc. (“S&P”) of at least A-1 or Mxxxx’x Investors Service, Inc. (“Moody’s”) of at least P-1, (iii) certificates of deposit maturing within one year from the date of creation thereof issued by commercial banks incorporated under the laws of the United States, each having combined capital, surplus and undivided profits of not less than $500,000,000 and having a rating of “A” or better by a nationally recognized rating agency; provided, that the aggregate amount invested in such certificates of deposit shall not at any time exceed $5,000,000 for any one such certificate of deposit and $10,000,000 for any one such bank, (iv) time deposits maturing no more than thirty (30) days from the date of creation thereof with commercial banks or savings banks or savings and loan associations each having membership either in the Permitted FDIC or the deposits of which are insured by the FDIC and in amounts not exceeding the maximum amounts of insurance thereunder, (v) demand deposit accounts maintained in the ordinary course of business, (vi) municipal bonds, issued by municipalities having the highest available rating from a nationally recognized rating agency, (vii) asset backed securities rated “AA” or better by S&P’s, Moody’s or Fxxxx Ratings (“Fitch”), (viii) mortgage backed pass through and collateralized mortgage obligations rated “AAA” by S&P’s, Moody’s or Fitch, (ix) tax exempt mutual funds to the extent such funds are over-collateralized by at least two percent (2%) or are backed by a letter of credit issued by a bank that meets the requirements of clause (iii) above or (x) funds regulated by the U.S. Government under the Investment PolicyCompanies Act Rule 2a-7; (c) Investments investments by the Credit Parties any Borrower or any Subsidiary thereof in the form of acquisitions, including acquisitions of all or substantially all of the business or a line of business (whether by the acquisition of capital stockCapital Stock, assets or any combination thereof) of any other Person, so long Person if each such acquisition meets all of the following requirements (such acquisition being referred to herein as a “Permitted Acquisition”): (i) if involving a Responsible Officer certifies Borrower or a Subsidiary Guarantor, such Borrower or Subsidiary Guarantor shall be the surviving Person and no Change of Control shall have been effected thereby; (ii) the Person to be acquired shall not be subject to any material pending litigation which could reasonably be expected to have a Material Adverse Effect; (iii) prior to the closing of such acquisition, the acquisition is approved by the board of directors (or a majority of the holders of the Capital Stock of such Person) of the Person whose assets or Capital Stock are being acquired pursuant to such acquisition; (iv) prior to consummation of the acquisition, the applicable Borrower or Subsidiary shall have delivered written evidence that demonstrates to the reasonable satisfaction of the Administrative Agent pro forma compliance with each covenant contained in Article IX, both prior to (with respect to Company and its Subsidiaries only) and after giving effect to (with respect to the Company, its Subsidiaries and the Required Lenders that target of such acquisition) the acquisition, and no Default or Event of Default has shall have occurred and is be continuing or would result from both before and after giving effect to such proposed acquisition; (v) the closing of such acquisition, such certification to include, aggregate cash consideration paid for any acquisition involving a purchase price in excess all Permitted Acquisitions accomplished under this Section 10.3(c) shall not exceed an aggregate amount of $50,000,000, either individually 25,000,000 in any twelve (12) month period; provided that any Permitted Acquisition accomplished at a time when the amount of Available Cash less the aggregate amount of all outstanding Loans under this Agreement equals or in a series of related transactions, a financial condition certificate to which is attached a pro forma balance sheet of Xxxxx Apparel Group and its Subsidiaries setting forth exceeds $25,000,000 (determined on a pro forma basis after giving effect to the financial condition proposed Permitted Acquisition) shall not be subject to the basket limitation set forth in this Section 10.3(c)(v); (vi) after giving pro forma effect to any such acquisition or series of Xxxxx Apparel Group related acquisitions, the Total Leverage Ratio of the Company and its Subsidiaries on a Consolidated basis shall be at least 0.25 less than the maximum Total Leverage Ratio applicable to the Company and its Subsidiaries as of the most recently ended Fiscal Year, reflecting on a pro forma basis fiscal quarter end immediately following the effect consummation of such proposed acquisition or series of related acquisitions; and (vii) the transactions contemplated applicable Borrower shall have delivered to the Administrative Agent such documents reasonably requested by such acquisition, including all fees and expenses in connection therewith, and evidencing compliance on a pro forma basis with the covenants contained in Article X hereof, and Administrative Agent or the Required Lenders (iithrough the Administrative Agent) such acquisition meets either of pursuant to Section 8.11 to be delivered at the following requirements: (A) such acquisition is within a Permitted Line of Business, or (B) such acquisition is outside a Permitted Line of Business but the price for such acquisition, together with all other acquisitions outside the Permitted Lines of Business, does not exceed $50,000,000 in the aggregate;time required pursuant to Section 8.11. (d) Investments (other than acquisitions) investments in the Permitted Lines form of Businessnon-speculative Hedging Agreements with counterparties and upon terms and conditions (including interest rate) reasonably satisfactory to the Administrative Agent; provided, that any counterparty that is a Lender or an Affiliate of a Lender shall be deemed satisfactory to the Administrative Agent; (e) Investments (other than acquisitions) outside Permitted Lines purchases of Business not in excess of $50,000,000 assets in the aggregateordinary course of business; (f) investments in the form of loans and advances to third party contractors employees in the ordinary course of business and consistent with past practice business, which, in the aggregate, do not to exceed in an aggregate outstanding amount at any time $6,000,000 (excluding such loans and advances consisting of prepayments or advances for inventory or services); and loans and advances to employees of the Credit Parties and their Subsidiaries in an aggregate outstanding amount not to exceed $4,000,000; and2,500,000; (g) intercompany loans and advances among Indebtedness permitted pursuant to Section 10.1(g); (h) other additional investments not otherwise permitted pursuant to this Section not exceeding $2,000,000 in the Credit Parties and their Subsidiaries so long as permitted under aggregate in any Fiscal Year; and (i) Investments of any Person in existence at the terms time such Person becomes a Subsidiary of Sections 11.1 and 11.3the Borrower; provided such Investment was not made in connection with or anticipation of such Person becoming a Subsidiary of the Borrower.

Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any capital stock (other than capital stock of the Credit Parties)stock, interests in any partnership, limited liability company partnership or joint venture (including including, without limitation limitation, the creation or capitalization of any Restricted Subsidiary), evidence of Debt or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit (which, for the avoidance of doubt, shall include any Guaranty Obligations for purposes of this Section 11.3) to, or any investment in cash or by delivery of property in, any Person, or enter into, directly or indirectly, any commitment or option in respect of the foregoing (collectively, "Investments") Person except: (a) Investments (i) investments in or loans, advances or extensions of credit to, Subsidiaries to the extent that such investments, loans, advances or extension of credit are existing on the Closing Date, (ii) investments in or loans, advances or extensions of credit to, Restricted Subsidiaries so long as the Borrower and its Subsidiaries comply with the applicable provisions of Section 9.11 with respect to Restricted Subsidiaries formed or acquired after the Closing Date, (iii) Permitted Acquisitions after the Closing Date so long as the Borrower and its Subsidiaries comply with the applicable provisions of Section 9.11; provided that any investment by the Borrower or any Restricted Subsidiary in any Restricted Foreign Subsidiary must be in the form of a loan to such Restricted Foreign Subsidiary which is pledged to the Administrative Agent pursuant to the Collateral Agreement, (iv) the Acquisition (together with any investments, loan advances or extensions of credit acquired as a result of the Acquisition) so long as the Borrower and its Subsidiaries comply with the applicable provisions of this Agreement with respect thereto including, without limitation, Section 9.11 and (v) the other existing loans, advances and Investments investments described on Schedule 11.411.3(a) existing on the Closing Date; (b) Investments made investments in accordance (i) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency thereof maturing within one hundred twenty (120) days from the date of acquisition thereof, (ii) commercial paper maturing no more than one hundred twenty (120) days from the date of creation thereof and currently having an A-1 or higher rating from S&P or a P-1 rating from Mxxxx’x, (iii) certificates of deposit maturing no more than one hundred twenty (120) days from the date of creation thereof issued by commercial banks incorporated under the laws of the United States, each having combined capital, surplus and undivided profits of not less than Five Hundred Million Dollars ($500,000,000) and having a rating of “A” or better by a nationally recognized rating agency; provided, that the aggregate amount invested in such certificates of deposit shall not at any time exceed Five Million Dollars ($5,000,000) for any one such certificate of deposit and Twenty Million Dollars ($20,000,000) for any one such bank, (iv) money market accounts with any financial institution whose long-term credit rating is not less than “AAA” by S&P and “Aaa” by Mxxxx’x and whose short-term credit rating is not less than “P-1” by Mxxxx’x and “A-1” by S&P, (v) time deposits maturing no more than thirty (30) days from the Permitted Investment Policydate of creation thereof with commercial banks or savings banks or savings and loan associations each having membership either in the FDIC or the deposits of which are insured by the FDIC and in amounts not exceeding the maximum amounts of insurance thereunder, (vi) municipal securities rated investment grade or better by either S&P or Mxxxx’x or (vii) with respect to any Foreign Subsidiary, deposit accounts held by such Foreign Subsidiary in local currency at local commercial banks or savings banks or savings and loan associations in the ordinary course of business; (c) Investments by the Credit Parties or any Subsidiary in the form of acquisitions, including acquisitions of all or substantially all of the business or a line of business (whether by the acquisition of capital stock, assets or any combination thereof) of any other Person, so long as (i) a Responsible Officer certifies Hedging Agreements permitted pursuant to the Administrative Agent and the Required Lenders that no Default or Event of Default has occurred and is continuing or would result from the closing of such acquisition, such certification to include, for any acquisition involving a purchase price in excess of $50,000,000, either individually or in a series of related transactions, a financial condition certificate to which is attached a pro forma balance sheet of Xxxxx Apparel Group and its Subsidiaries setting forth on a pro forma basis the financial condition of Xxxxx Apparel Group and its Subsidiaries on a Consolidated basis as of the most recently ended Fiscal Year, reflecting on a pro forma basis the effect of the transactions contemplated by such acquisition, including all fees and expenses in connection therewith, and evidencing compliance on a pro forma basis with the covenants contained in Article X hereof, and (ii) such acquisition meets either of the following requirements: (A) such acquisition is within a Permitted Line of Business, or (B) such acquisition is outside a Permitted Line of Business but the price for such acquisition, together with all other acquisitions outside the Permitted Lines of Business, does not exceed $50,000,000 in the aggregateSection 11.1; (d) Investments (other than acquisitions) purchases of assets in the Permitted Lines ordinary course of Businessbusiness; (e) Investments (other than acquisitions) outside Permitted Lines to the extent they constitute an investment, contributions to and payments of Business not benefits under any Employee Benefits Plan in excess existence as of $50,000,000 the Closing Date as required by the benefit commitment in such Employee Benefits Plan as of the aggregateClosing Date; (f) loans and investments, loans, advances or extensions of credit in addition to third party contractors those permitted elsewhere in the ordinary course of business and consistent with past practice not to exceed this Section 11.3 in an aggregate outstanding amount $6,000,000 (excluding such loans and advances consisting of prepayments or advances for inventory or services); and loans and advances to employees of the Credit Parties and their Subsidiaries in an aggregate outstanding amount not to exceed Five Million Dollars ($4,000,0005,000,000) in the aggregate at any time outstanding; (g) investments in or loans, advances or extensions of credit to Unrestricted Subsidiaries, joint ventures and/or Other Consolidated Persons whose financial statements are consolidated with those of the Borrower and its Subsidiaries in accordance with GAAP (but, in the case of Unrestricted Subsidiaries and joint ventures, only if the outstanding capital stock or other ownership interests of such Unrestricted Subsidiaries or joint ventures that are owned by the Borrower or any of its Restricted Subsidiaries, are directly owned either by the Borrower or a Restricted Subsidiary) in an aggregate amount not to exceed Ten Million Dollars ($10,000,000) for any Fiscal Year; provided that if the aggregate amount of such investments, loans, advances and extensions of credit made in any Fiscal Year shall be less than Ten Million Dollars ($10,000,000), the difference shall be added to the amount of such investments, loans, advances and extensions of credit permitted pursuant to this Section 11.3(g) for the immediately succeeding (but not any other) Fiscal Year, and for purposes hereof, the amount of such investments, loans, advances and extensions of credit made during any Fiscal Year shall be deemed to have been made first from the amount permitted in such Fiscal Year pursuant to this Section 11.3(g) without giving effect to any such carryover from the preceding Fiscal Year and last from the carryover, if any, from the preceding Fiscal Year; provided further, that the aggregate amount of such investments, loans, advances and extensions of credit permitted to be made pursuant to this Section 11.3(g) during the term of this Agreement shall not exceed Twenty-Five Million Dollars ($25,000,000); (h) investments, loans, advances or extensions of credit resulting from Liens permitted under Section 11.2(i) and Guaranty Obligations permitted by Section 11.1(i); and (gi) intercompany loans and investments, loans, advances among or extensions of credit made in connection with the Credit Parties and their Subsidiaries so long as permitted under the terms of Sections 11.1 and 11.3facility described on Schedule 11.3(i).

Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any capital stock (other than capital stock of the Credit Parties), interests in any partnership, limited liability company or joint venture (including without limitation the creation or capitalization of any Subsidiary), evidence of Debt or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of property in, any Person, or enter into, directly or indirectly, any commitment or option in respect of the foregoing (collectively, "Investments") except: (a) Investments in Subsidiaries existing on the Closing Date and the other existing loans, advances and Investments described on Schedule 11.4; (b) Investments made in accordance with the Permitted Investment Policy; (c) Investments by the Credit Parties or any Subsidiary in the form of acquisitions, including acquisitions of all or substantially all of the business or a line of business (whether by the acquisition of capital stock, assets or any combination thereof) of any other Person, so long as (i) a Responsible Officer certifies to the Administrative Agent and the Required Lenders that no Default or Event of Default has occurred and is continuing or would result from the closing of such acquisition, such certification to include, for any acquisition involving a purchase price in excess of $50,000,000, either individually or in a an series of related transactions, a financial condition certificate to which is attached a pro forma balance sheet of Xxxxx Apparel Group and its Subsidiaries setting forth on a pro forma basis the financial condition conditions of Xxxxx Apparel Group and its Subsidiaries on a Consolidated basis as of the most recently ended Fiscal YearDecember 31, 2000, reflecting on a pro forma basis the effect of the transactions contemplated by such acquisition, including all fees and expenses in connection therewith, and evidencing compliance on a pro forma basis with the covenants contained in Article X hereof, and (ii) such acquisition meets either of the following requirements: (A) such acquisition is within a Permitted Line of Business, or (B) such acquisition is outside a Permitted Line of Business but the price for such acquisition, together with all other acquisitions outside the Permitted Lines of Business, does not exceed $50,000,000 in the aggregate; (d) Investments (other than acquisitions) in the Permitted Lines of Business; (e) Investments (other than acquisitions) outside Permitted Lines of Business not in excess of $50,000,000 in the aggregate; (f) loans and advances to third party contractors in the ordinary course of business and consistent with past practice not to exceed in an aggregate outstanding amount $6,000,000 (excluding such loans and advances consisting of prepayments or advances for inventory or services); and loans and advances to employees of the Credit Parties and their Subsidiaries in an aggregate outstanding amount not to exceed $4,000,000; and (g) intercompany loans and advances among the Credit Parties and their Subsidiaries so long as permitted under the terms of Sections 11.1 and 11.3.

Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any capital stock (other than capital stock of the Credit Parties)stock, interests in any partnership, limited liability company partnership or joint venture (including without limitation the creation or capitalization of any Subsidiary)) interests, evidence of Debt or other obligation Obligation or security, substantially all or a material portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, ; or make or permit to exist, directly or indirectly, exist any loans, advances or extensions of credit to, or any accounts or notes receivable from, or any investment in cash or by delivery of property in, any Person, ; or enter into, directly or indirectly, into any commitment or option in respect of the foregoing (collectivelyforegoing, "Investments") except: (a) Investments in Subsidiaries existing on the Closing Date and the other existing loans, advances and Investments described on Schedule 11.4; (b) Investments made in accordance with the Permitted Investment Policy; (c) Investments investments by the Credit Parties or any Subsidiary Borrower in the form of acquisitions, including acquisitions of all or substantially all of the business or a line of business (whether of any other Person by the acquisition of all of the capital stockstock or other equity ownership interests, or acquisition of the assets or any combination thereof) which are consummated in accordance with the following requirements of any other Person, so long as this Section (a "Permitted Acquisition"): (i) a Responsible Officer certifies to the Administrative Agent acquired Person shall be engaged primarily, and substantially all of the Required Lenders that acquired assets shall be utilized, in the distribution of Medical Manager, unless otherwise approved in writing by Lender; (ii) no Default or Event of Default has shall have occurred and is be continuing or would result from be created by the relevant Permitted Acquisition as evidenced by a certificate of Borrower delivered on the closing of such acquisition, such certification date thereof to include, for any acquisition involving a purchase price Lender in excess of $50,000,000, either individually or in a series of related transactions, a financial condition certificate form and substance satisfactory to which is attached a Lender demonstrating pro forma balance sheet of Xxxxx Apparel Group compliance, before and its Subsidiaries setting forth on a pro forma basis after the Permitted Acquisition, with the financial condition of Xxxxx Apparel Group covenants set forth in Article VIII and its Subsidiaries on a Consolidated basis as the other terms of the most recently ended Fiscal Year, reflecting on a pro forma basis the effect of the transactions contemplated by such acquisition, including all fees and expenses in connection therewith, and evidencing compliance on a pro forma basis with the covenants contained in Article X hereof, Loan Documents; and (iiiii) such acquisition meets either of Borrower must provide Lender the following requirements: information described on EXHIBIT D attached hereto regarding each Permitted Acquisition in reasonable detail and the corresponding documentation no later than (A10) such acquisition is within a Permitted Line of Business, or (B) such acquisition is outside a Permitted Line of Business but Days prior to the price for such acquisition, together with all other acquisitions outside the Permitted Lines of Business, does not exceed $50,000,000 in the aggregate; (d) Investments (other than acquisitions) in the Permitted Lines of Business; (e) Investments (other than acquisitions) outside Permitted Lines of Business not in excess of $50,000,000 in the aggregate; (f) loans and advances to third party contractors in the ordinary course of business and consistent with past practice not to exceed in an aggregate outstanding amount $6,000,000 (excluding such loans and advances consisting of prepayments or advances for inventory or services); and loans and advances to employees of the Credit Parties and their Subsidiaries in an aggregate outstanding amount not to exceed $4,000,000; and (g) intercompany loans and advances among the Credit Parties and their Subsidiaries so long as permitted under the terms of Sections 11.1 and 11.3.closing

Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any capital stock (other than capital stock of the Credit Parties)stock, interests in any partnership, limited liability company partnership or joint venture (including including, without limitation limitation, the creation or capitalization of any Restricted Subsidiary), evidence of Debt or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of property in, any Person, or enter into, directly or indirectly, any commitment or option in respect of the foregoing (collectively, "Investments") Person except: (ai) Investments investments existing on the Closing Date in Restricted Subsidiaries existing on the Closing Date, (ii) investments in Restricted Subsidiaries or Unrestricted Subsidiaries formed or acquired after the Closing Date so long as the Borrower and its Restricted Subsidiaries comply with the applicable provisions of Section 9.11 and Section 11.3(d), and (iii) the other existing loans, advances and Investments investments existing on the Closing Date which are described on Schedule 11.411.3; (b) Investments made investments in accordance (i) United States Dollars, (ii) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than one (1) year from the date of acquisition, (iii) certificates of deposit and eurodollar time deposits with maturities of one (1) year or less from the Permitted Investment Policydate of acquisition, bankers’ acceptances with maturities not exceeding six (6) months and overnight bank deposits, in each case, with any domestic commercial bank having capital and surplus in excess of $500,000,000 and a Thomson Bank Watch Rating of “B” or better, (iv) repurchase obligations with a term of not more than one (1) year for underlying securities of the types described in clauses (ii) and (iii) above entered into with any financial institution meeting the qualifications specified in clause (iii) above, (v) commercial paper having one of the two highest ratings obtainable from Moody’s or S&P and in each case maturing within one (1) year after the date of acquisition, (vi) marketable direct obligations issued by the United States or any political subdivision of any state or any public instrumentality thereof having one of the two highest ratings obtainable from Moody’s or S&P and in each case maturing within one (1) year after the date of acquisition; and (vii) money market funds at least ninety-five percent (95%) of the assets of which constitute investments described in clauses (i) through (vi) of this Section 11.3(b) (such investments described in items (i) through (vii) above, “Cash Equivalents”); (c) Investments the ESSI Merger; provided that the ESSI Merger shall be subject to the conditions set forth in Section 11.4(d); (d) investments by the Credit Parties Borrower or any Restricted Subsidiary in the form of acquisitions, including acquisitions of all or substantially all of the business or a line of business (whether by the acquisition of capital stockstock or other ownership interests, assets or any combination thereof) of any other PersonPerson if each such acquisition meets all of the following requirements (such acquisitions being, so long as “Permitted Acquisitions”): (i) the Person to be acquired shall be in a Responsible Officer certifies substantially similar line of business as the Borrower, (ii) evidence of approval of the acquisition by the acquiree’s board of directors or equivalent governing body or a copy of the opinion of counsel delivered by legal counsel to the acquiree in connection with the acquisition which evidences such approval shall be delivered to the Administrative Agent at the time the documents referred to in clause (vi) of this Section 11.3(d) are required to be delivered; (iii) a description of the acquisition in the form customarily prepared by the Borrower shall have been delivered to the Administrative Agent and the Required Lenders that prior to the consummation of the acquisition; (iv) the Borrower or any Restricted Subsidiary shall be the surviving Person and no Change in Control shall have been effected thereby; (v) the Borrower shall have demonstrated to the Administrative Agent (A) pro forma compliance (as of the date of the proposed acquisition and after giving effect thereto and any Extensions of Credit made or to be made in connection therewith) with each covenant contained in and in the manner set forth in, Article X, (B) maintenance of at least $30,000,000 of availability under the Revolving Credit Facility both before and after giving effect to the proposed acquisition; and (C) a pro forma Total Leverage Ratio and Senior Leverage Ratio (as of the date of the proposed acquisition and after giving effect thereto and any Extensions of Credit made or to be made in connection therewith) at least 0.25 below the applicable ratio set forth in Section 10.1 and Section 10.2, respectively, and no Default or Event of Default has shall have occurred and is be continuing or would result from both before and after giving effect to the closing of such acquisition, such certification to include, for any acquisition involving a purchase price in excess of $50,000,000, either individually or in a series of related transactions, a financial condition certificate to which is attached a pro forma balance sheet of Xxxxx Apparel Group and its Subsidiaries setting forth on a pro forma basis the financial condition of Xxxxx Apparel Group and its Subsidiaries on a Consolidated basis as of the most recently ended Fiscal Year, reflecting on a pro forma basis the effect of the transactions contemplated by such acquisition, including all fees and expenses in connection therewith, and evidencing compliance on a pro forma basis with the covenants contained in Article X hereof, and (ii) such acquisition meets either of the following requirements: (A) such acquisition is within a Permitted Line of Business, or (B) such acquisition is outside a Permitted Line of Business but the price for such acquisition, together with all other acquisitions outside the Permitted Lines of Business, does not exceed $50,000,000 in the aggregate; (dvi) Investments the Borrower shall have delivered to the Administrative Agent such documents reasonably requested by the Administrative Agent or the Required Lenders (through the Administrative Agent) pursuant to Section 9.11 to be delivered at the time required pursuant to Section 9.11 confirming that such Person is or will be a Subsidiary Guarantor hereunder, and its Subsidiary Guaranteed Obligations incurred in such capacity are secured by the Security Documents, said documents to include a favorable opinion of counsel to the Borrower acceptable to the Administrative Agent addressed to the Administrative Agent and the Lenders with respect to the Borrower, the Person to be acquired and the acquisition in form and substance reasonably acceptable to the Administrative Agent; and (vii) the Borrower shall provide such other than acquisitionsdocuments and other information as may be reasonably requested by the Administrative Agent or the Required Lenders (through the Administrative Agent) in connection with the Permitted Lines of Businessproposed acquisition; (e) Investments (other than acquisitions) outside Permitted Lines of Business not in excess of $50,000,000 in the aggregateHedging Agreements permitted pursuant to Section 11.1; (f) loans or advances made by the Borrower to any Subsidiary Guarantor and made by any Subsidiary to the Borrower or any Subsidiary Guarantor; provided that if requested by the Administrative Agent any such loans and advances permitted hereunder that are evidenced by a promissory note or other instrument shall be pledged pursuant to third party contractors the Collateral Agreement; (g) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; (h) investments made after the Closing Date in joint ventures and other business entities (in each case that are not Subsidiaries) that are engaged in the same line or lines of business as the Borrower and consistent with past practice not to exceed in an aggregate outstanding amount $6,000,000 (excluding such loans and advances consisting of prepayments or advances for inventory or services); and loans and advances to employees of the Credit Parties and their its Restricted Subsidiaries in an aggregate outstanding amount not to exceed $4,000,00050,000,000; provided that the original amount of any such investment shall be deemed reduced by any permanent return of principal or equity thereon up to but not exceeding the original amount of such investment; (i) loans to employees of the Borrower and the Restricted Subsidiaries in their capacity as such, in an aggregate principal amount not to exceed $1,000,000 at any time outstanding; (j) any investment received as consideration, in whole or in part, for any asset sale otherwise permitted hereunder in an aggregate principal amount not to exceed $25,000,000; and (gk) intercompany loans and advances among purchases of assets in the Credit Parties and their Subsidiaries so long as permitted under the terms ordinary course of Sections 11.1 and 11.3business.

Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any capital stock (other than capital stock of the Credit Parties), interests in any partnership, limited liability company or joint venture (including without limitation the creation or capitalization of any Subsidiary), evidence of Debt or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of property in, any Person, or enter into, directly or indirectly, any commitment or option in respect of the foregoing (collectively, "Investments") except: : (a) Investments in Subsidiaries existing on the Closing Date and the other existing loans, advances and Investments described on Schedule 11.4; ; (b) Investments made in accordance with the Permitted Investment Policy; investment policy of the Credit Parties, provided that any material amendment or other material modification to such policy shall have been approved by the Administrative Agent and determined to be acceptable in its reasonable discretion; (c) Investments by the Credit Parties or any Subsidiary in the form of acquisitions, including acquisitions of all or substantially all of the business or a line of business (whether by the acquisition of capital stock, assets or any combination thereof) of any other Person, so long as (i) a Responsible Officer certifies to the Administrative Agent and the Required Lenders that no Default or Event of Default has occurred and is continuing or would result from the closing of such acquisition, such certification to include, for any acquisition involving a purchase price in excess of $50,000,000, either individually or in a an series of related transactions, a financial condition certificate to which is attached a pro forma balance sheet of Xxxxx Jones Apparel Group and its Subsidiaries Subsixxxxxes setting forth on a pro forma basis the financial condition conditions of Xxxxx Jones Apparel Group and its Subsidiaries Subsixxxxxes on a Consolidated basis as of the most recently ended Fiscal YearDecember 31, 1999, reflecting on a pro forma basis the effect of the transactions contemplated by such acquisition, including all fees and expenses in connection therewith, and evidencing compliance on a pro forma basis with the covenants contained in Article X hereof, and (ii) such acquisition meets either of the following requirements: (A) such acquisition is within a Permitted Line of Business, or (B) such acquisition is outside a Permitted Line of Business but the price for such acquisition, together with all other acquisitions outside the Permitted Lines of Business, does not exceed $50,000,000 in the aggregate; ; (d) Investments (other than acquisitions) in the Permitted Lines of Business; ; (e) Investments (other than acquisitions) outside Permitted Lines of Business not in excess of $50,000,000 in the aggregate; ; (f) loans and advances to third party contractors in the ordinary course of business and consistent with past practice not to exceed in an aggregate outstanding amount $6,000,000 (excluding such loans and advances consisting of prepayments or advances for inventory or services43 <PAGE> 44services); and loans and advances to employees of the Credit Parties and their Subsidiaries in an aggregate outstanding amount not to exceed $4,000,000; and and (g) intercompany loans and advances among the Credit Parties and their Subsidiaries so long as permitted under the terms of Sections 11.1 and 11.3.

Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any capital stock (other than capital stock of the Credit Parties)Capital Stock, interests in any partnership, limited liability company partnership or joint venture (including without limitation the creation or capitalization of any Subsidiary), evidence of Debt Indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of property in, any Person, or enter into, directly or indirectly, any commitment or option in respect of the foregoing (collectively, "Investments") Person except: (a) Investments investments (i) in Subsidiaries existing on the Closing Date Date, (ii) in Domestic Subsidiaries that are also Subsidiaries formed or acquired after the Closing Date; provided that Holdings and its Subsidiaries comply with the applicable provisions of Section 8.11 and (iii) the other existing loans, advances and Investments investments described on Schedule 11.49.3 existing on the Closing Date; (b) Investments made investments in accordance with the Permitted Investment PolicyCash Equivalents; (c) Investments investments by the Credit Parties Holdings or any Subsidiary of its Subsidiaries in the form of acquisitions, including acquisitions of all or substantially all of the business or a line of business (whether by the acquisition of capital stock, assets or any combination thereof) of any other Person, so long as (i) a Responsible Officer certifies to the Administrative Agent and the Required Lenders that no Default or Event of Default has occurred and is continuing or would result from the closing of such acquisition, such certification to include, for any acquisition involving a purchase price in excess of $50,000,000, either individually or in a series of related transactions, a financial condition certificate to which is attached a pro forma balance sheet of Xxxxx Apparel Group and its Subsidiaries setting forth on a pro forma basis the financial condition of Xxxxx Apparel Group and its Subsidiaries on a Consolidated basis as of the most recently ended Fiscal Year, reflecting on a pro forma basis the effect of the transactions contemplated by such acquisition, including all fees and expenses in connection therewith, and evidencing compliance on a pro forma basis with the covenants contained in Article X hereofPermitted Acquisitions, and (ii) the ATX Acquisition (but only if, after giving effect to the ATX Acquisition, the Borrowers shall be able to borrow at least $10,000,000 in Loans); provided that, all such acquisition meets either of the following requirements: (A) such acquisition is within a Permitted Line of Business, or (B) such acquisition is outside a Permitted Line of Business but the price for such acquisition, together with all other acquisitions outside the Permitted Lines of Business, does not exceed $50,000,000 investments shall result in the aggregateacquisition of one or more Wholly-Owned Domestic Subsidiaries; (d) Investments Hedging Agreements permitted pursuant to clause (other than acquisitionse) in the Permitted Lines of BusinessSection 9.1; (e) Investments (other than acquisitions) outside Permitted Lines purchases of Business not in excess of $50,000,000 assets in the aggregateordinary course of business; (f) loans and advances, including advances for travel and moving expenses, to third party contractors employees, officers and directors Holdings and its Subsidiaries in the ordinary course of business and consistent with past practice for bona fide business purposes not to exceed in an aggregate outstanding amount excess of $6,000,000 (excluding such loans and advances consisting of prepayments or advances for inventory or services); and loans and advances to employees of the Credit Parties and their Subsidiaries in an aggregate outstanding amount not to exceed $4,000,000; and1,000,000 at any one time outstanding; (g) intercompany loans and advances among the Credit Parties and their Subsidiaries Indebtedness permitted pursuant to clause (i) of Section 9.1; and (h) other Investments so long as permitted under (i) the terms aggregate amount of Sections 11.1 such Investments at any one time outstanding does not exceed $5,000,000, and 11.3(ii) at the time such Investment is made, the Borrowers have the ability to borrow at least $8,000,000 of Loans.