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

Xxxxxxxxxxx, Loans, Advances, Guarantees and Acquisitions. No Loan Party will, nor will it permit any Subsidiary to make any Investments, except: (a) cash and Permitted Investments; (b) Investments in existence on the date hereofFirst Amendment Effective Date and described in Schedule 6.04; (c) Investments (including Guarantees) by the Company in any Subsidiary or by any Subsidiary in the Company or any other Subsidiary, provided that the aggregate amount of Investments by Loan Parties in Subsidiaries that are not Loan Parties made after the Restatement Effective Date shall not exceed $100,000,000, together with Investments made pursuant to Section 6.04(o) below, $10,000,000 at any time outstanding; provided, further, that, to the extent constituting an Investment, the payment and guarantee by Loan Parties of operating lease obligations of a non-Loan Party shall be permitted and shall not be counted against the maximum amount of Investments permitted under this clause (c), so long as such payments and guarantees are related solely to such operating lease obligations and any Investments in non-Loan Parties required in connection therewith are made substantially concurrently with any required payments of such obligations; (d) notes payable, or stock or other securities issued by Account Debtors to a Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (e) Investments in the form of Swap Agreements permitted by Section 6.07; (f) Investments of any Person existing at the time such Person becomes a Subsidiary of a Borrower or consolidates, amalgamates or merges with a Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such merger, consolidation or amalgamation; (g) Investments received in connection with Dispositions permitted by Section 6.05; (h) Investments constituting deposits described in the definition of the term “Permitted Encumbrances”; and (i) at any time after the FILO Obligations have been paid in full in cash and the occurrence of the First Amendment Increase Termination Date, Permitted Acquisitions; (j) at any time after the FILO Obligations have been paid in full in cash and the occurrence of the First Amendment Increase Termination Date, any other Investments (excluding Acquisitions); provided that, after giving pro forma effect to any such Investment pursuant to this clause (j), the Payment Condition shall be satisfied with respect to such Investment; (k) 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; (l) deposits, prepayments and other credits to suppliers, lessors and landlords made in the ordinary course of business and consistent with past practices; (m) advances by the Company or any Subsidiary to employees in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes; (n) phantom stock or similar plans providing for payments on account of services provided by current or former directors, officers, employees or consultants of the Borrowers or the Subsidiaries; and (o) other Investments (excluding Acquisitions) not to exceed $100,000,000, together with Investments made pursuant to Section 6.04(c) above, $10,000,000, in the aggregate at any time; provided, however, no Investments of Material Intellectual Property shall be made in any Person (other than a Loan Party) except with respect to intellectual property relating solely to a Person that ceases to be a Loan Party as a result of an Investment otherwise permitted hereunder, and in any such case, such Investment, if applicable, shall be subject to a non-exclusive, irrevocable (until Payment in Full) royalty-free license of such Material Intellectual Property in favor of the Administrative Agent for use in connection with the exercise of rights and remedies of the Secured Parties under the Loan Documents in respect of the Collateral, which license shall be substantially similar to the license described in Section 5.4 of the Security Agreement (or otherwise reasonably satisfactory to the Administrative Agent)(x) except with respect to Dispositions described in clauses (h), (j) (with respect to the rights to use Intellectual Property in connection with the Canadian business) or (k) of Section 6.05 (each a “Specified Permitted Disposition”), no Investments of Material Intellectual Property (or, at any time that any FILO Term Loans remain outstanding, any Intellectual Property) shall be made in any Person (other than a Loan Party) and (y) notwithstanding anything herein to the contrary, from and after the First Amendment Effective Date, no additional Investments by any Loan Party in either of Home & More, S.A. de C.V. or assets comprising the Equity Interests of entities organized in Canada or assets, revenue, inventory and other operations of the Company and its Subsidiaries comprising the business that is located in Canada (whether in whole or in part) shall be permitted without the prior written consent of the Administrative Agent, the FILO Agent and the Required Lenders, except Investments in such entities to fund day-to-day operations consistent with past practice.

Xxxxxxxxxxx, Loans, Advances, Guarantees and Acquisitions. No Loan Party willThe Borrower will not, nor and will it not permit any of its Restricted Subsidiaries to, purchase, hold or acquire (including pursuant to any merger or consolidation with, or as a Division Successor pursuant to the Division of, any Person that was not a wholly owned Restricted Subsidiary prior to such merger or consolidation or Division) any capital stock, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any Investmentsloans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any Person or any assets of any other Person constituting a business unit (each of the foregoing, an “Investment”), except: (a) cash and Permitted Investments; (b) Investments in existence on the date hereofFirst Amendment Effective Date and described in Schedule 6.04Permitted Acquisitions; (c) Investments (including Guarantees) by the Company Borrower and its Restricted Subsidiaries existing on the date hereof in the capital stock of its Restricted Subsidiaries and Investments existing on the Effective Date and set forth on Schedule 6.04; (d) Investments made by the Borrower in or to any Restricted Subsidiary or and made by any Subsidiary in or to the Company Borrower or any other Subsidiary, Restricted Subsidiary (provided that the aggregate amount of Investments by Loan Parties in or to Restricted Subsidiaries that which are not Loan Parties made after the Restatement Effective Date shall not exceed $100,000,000an amount equal to the lesser of (x) fifteen percent (15.0%) of the Borrower’s Consolidated EBITDA and (y) fifteen percent (15.0%) of the Borrower’s Consolidated Total Assets, together with Investments made in each case, as of the end of any such fiscal quarter for which financial statements have been delivered pursuant to Section 6.04(o) below, $10,000,000 at any time outstanding; provided, further, that, to the extent constituting an Investment, the payment and guarantee by Loan Parties of operating lease obligations of a non-Loan Party shall be permitted and shall not be counted against the maximum amount of Investments permitted under this clause (c5.01), so long as such payments and guarantees are related solely to such operating lease obligations and any Investments in non-Loan Parties required in connection therewith are made substantially concurrently with any required payments of such obligations; (d) notes payable, or stock or other securities issued by Account Debtors to a Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (e) Investments in the form of Swap Agreements Guarantees constituting Indebtedness permitted by Section 6.076.01; (f) Investments acquired by reason of any Person existing at the time such Person becomes a Subsidiary exercise of a Borrower customary creditor’s rights upon default or consolidatespursuant to the bankruptcy, amalgamates insolvency or merges with a reorganization of an account debtor of the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such merger, consolidation or amalgamationRestricted Subsidiary; (g) Investments received in connection with Dispositions by the Borrower or any Restricted Subsidiary pursuant to any Swap Agreements to the extent permitted by under Section 6.05; (h) Investments constituting deposits described by the Borrower or any Restricted Subsidiary in equity interests of Persons (other than Restricted Subsidiaries) engaged in lines of business of the type conducted by the Borrower and its Restricted Subsidiaries as of the Effective Date and businesses reasonably related thereto; provided that no investment shall be made under this clause (h) if, together with all other investments under this clause (h) (calculated as of the date made and without giving effect to any increase or decrease in the definition value thereof), the aggregate amount of all investments under this clause (h) shall exceed 10% of Consolidated Total Assets (calculated as of the term “Permitted Encumbrances”; andlast day of the most recent fiscal year); (i) at any time after Investments by UGI PennEast, LLC, a Delaware limited liability company, pursuant to that certain Amended and Restated Limited Liability Company Agreement of PennEast Pipeline Company, LLC, dated as of October 13, 2014, as amended by that certain Amendment Number 1 to Amended and Restated Limited Liability Company Agreement, dated as of November 24, 2014 and as further amended by that certain Amendment Number 2 to Amended and Restated Limited Liability Company Agreement, dated as of July 29, 2015, not in the FILO Obligations have been paid in full in cash and excess of $250,000,000 during the occurrence term of the First Amendment Increase Termination Date, Permitted Acquisitionsthis Agreement; (j) at other Investments by the Borrower or any time after Restricted Subsidiary not in excess of 7.50% of Consolidated Total Assets (calculated as of the FILO Obligations last day of the most recent fiscal year for which financial statements have been paid in full in cash and the occurrence of the First Amendment Increase Termination Date, any other Investments (excluding Acquisitions); provided that, after giving pro forma effect to any such Investment delivered pursuant to this clause (jSection 5.01), the Payment Condition shall be satisfied with respect to such Investment; (k) Investments received payment or performance Guarantees of Affiliates (other than any Subsidiaries of the Borrower) not constituting Indebtedness 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 businessan amount not to exceed $20,000,000 at any time outstanding; (l) depositsInvestments made at any time, prepayments so long as (x) no Default or Event of Default has occurred and other credits is continuing prior to suppliersmaking such Investment or would arise after giving effect (including giving effect on a Pro Forma Basis) thereto and (ii) the Borrower is in compliance, lessors and landlords made in on a Pro Forma Basis after giving effect to such Investment, with a Consolidated Total Net Leverage Ratio no greater than 2.50:1.00 recomputed as of the ordinary course last day of business and consistent with past practicesthe most recently ended fiscal quarter of the Borrower for which financial statements are available, as if such Investment had occurred on the first day of each relevant period for testing such compliance; (m) advances by the Company or any Subsidiary to employees in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposesPermitted Loan Purchases; (n) phantom stock or similar plans providing for payments on account Investments by UGI Pennant, LLC, a Delaware limited liability company, pursuant to that certain Amended and Restated Limited Liability Company Agreement of services provided by current or former directorsPennant Midstream, officersLLC, employees or consultants dated September 30, 2015, as amended July 28, 2016 and May 8, 2019, not in the excess of $150,000,000 during the Borrowers or the Subsidiariesterm of this Agreement; and (o) other Investments (excluding Acquisitions) made at any time not to exceed $100,000,000the Cumulative Retained Excess Cash Flow at such time, together with Investments made pursuant so long as (x) no Default or Event of Default has occurred and is continuing prior to Section 6.04(cmaking such Investment or would arise after giving effect (including giving effect on a Pro Forma Basis) abovethereto and (ii) the Borrower is in compliance, $10,000,000, in the aggregate at any time; provided, however, no Investments of Material Intellectual Property shall be made in any Person (other than on a Loan Party) except with respect Pro Forma Basis after giving effect to intellectual property relating solely to a Person that ceases to be a Loan Party as a result of an Investment otherwise permitted hereunder, and in any such case, such Investment, if applicable, shall be subject to a non-exclusive, irrevocable (until Payment with the financial covenant contained in Full) royalty-free license of such Material Intellectual Property in favor Section 6.11 recomputed as of the Administrative Agent for use in connection with the exercise of rights and remedies last day of the Secured Parties under the Loan Documents in respect most recently ended fiscal quarter of the CollateralBorrower for which financial statements are available, which license shall be substantially similar to as if such Investment had occurred on the license described in Section 5.4 first day of the Security Agreement (or otherwise reasonably satisfactory to the Administrative Agent)(x) except with respect to Dispositions described in clauses (h), (j) (with respect to the rights to use Intellectual Property in connection with the Canadian business) or (k) of Section 6.05 (each a “Specified Permitted Disposition”), no Investments of Material Intellectual Property (or, at any time that any FILO Term Loans remain outstanding, any Intellectual Property) shall be made in any Person (other than a Loan Party) and (y) notwithstanding anything herein to the contrary, from and after the First Amendment Effective Date, no additional Investments by any Loan Party in either of Home & More, S.A. de C.V. or assets comprising the Equity Interests of entities organized in Canada or assets, revenue, inventory and other operations of the Company and its Subsidiaries comprising the business that is located in Canada (whether in whole or in part) shall be permitted without the prior written consent of the Administrative Agent, the FILO Agent and the Required Lenders, except Investments in relevant period for testing such entities to fund day-to-day operations consistent with past practice.compliance;

Xxxxxxxxxxx, Loans, Advances, Guarantees and Acquisitions. No Loan Party will, nor will it permit any Subsidiary to, form any subsidiary after the Effective Date, or purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Subsidiary prior to such merger) any Equity Interests in or evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any Investmentsloans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (whether through purchase of assets, merger or otherwise), except: (a) cash and Permitted Investments; (b) Investments investments in existence on the date hereofFirst Amendment Effective Date hereof and described in Schedule 6.046.04 and any modifications, replacements, renewals or extensions thereof, provided that the amount of the original investment permitted pursuant to this clause (b) is not increased from the amount of such investments on the Effective Date; (c) Investments (including Guarantees) investments by the Company Loan Parties and the Subsidiaries in any Subsidiary or by any Subsidiary Equity Interests (i) in the Company or any other SubsidiarySubsidiaries that are Non-Loan Parties and not Loan Guarantors, provided that (A) any Equity Interests held by a Loan Party in any such Subsidiary shall be pledged pursuant to the Collateral Documents (subject to the limitations applicable to Equity Interests in a Foreign Subsidiary referred to in Section 5.12), (B) the aggregate amount of Investments investments made by Loan Parties in Subsidiaries that are not Non-Loan Parties made after the Restatement Effective Date shall not exceed $100,000,0001,000,000 during any fiscal year of the Company and (C) the aggregate amount of (1) loans and advances made by Loan Parties to, together with Investments and (2) Guarantees made pursuant to Section 6.04(o) below, $10,000,000 at any time outstanding; provided, further, that, to the extent constituting an Investment, the payment and guarantee by Loan Parties of operating lease obligations of a non-Loan Party shall be permitted and shall not be counted against the maximum amount of Investments permitted under this clause (c)Indebtedness of, so long as such payments and guarantees are related solely to such operating lease obligations and any Investments in nonNon-Loan Parties required (excluding all intercompany loans and investments by and between a Loan Party and a Non-Loan Party, which are listed on Schedule 6.01(c) on the Effective Date) shall not exceed $5,000,000 in connection therewith the aggregate outstanding at any time (in each case determined without regard to any write-downs or write-offs); and (ii) in the Borrowers and the Subsidiaries of the Borrowers that are made substantially concurrently with any required payments of such obligationsLoan Parties; (d) notes payable, loans or stock advances made by any Loan Party to another Loan Party or other securities issued any Subsidiary and made by Account Debtors any Subsidiary to a Loan Party pursuant to negotiated agreements with respect to settlement or any other Subsidiary; provided that the amount of such Account Debtor’s Accounts in the ordinary course of business loans and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors advances made by Loan Parties to Non-Loan Parties shall be subject to the extent reasonably necessary limitation set forth in order to prevent or limit lossclause (c)(i) of this Section 6.04; (e) Investments in the form of Swap Agreements Guarantees constituting Indebtedness permitted by Section 6.076.01; provided that the aggregate principal amount of Indebtedness of Non-Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation set forth in clause (c)(i) of this Section 6.04; (f) Investments of any Person existing at the time such Person becomes a Subsidiary of a Borrower or consolidates, amalgamates or merges with a Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such merger, consolidation or amalgamation; (g) Investments received in connection with Dispositions permitted by Section 6.05; (h) Investments constituting deposits described in the definition of the term “Permitted Encumbrances”; and (i) at any time after the FILO Obligations have been paid in full in cash and the occurrence of the First Amendment Increase Termination Date, Permitted Acquisitions; (j) at any time after the FILO Obligations have been paid in full in cash and the occurrence of the First Amendment Increase Termination Date, any other Investments (excluding Acquisitions); provided that, after giving pro forma effect to any such Investment pursuant to this clause (j), the Payment Condition shall be satisfied with respect to such Investment; (k) 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; (lg) deposits, prepayments and other credits to suppliers, lessors and landlords made extension of trade credit in the ordinary course of business and consistent with past practicesbusiness; (mh) Swap Agreements permitted by Section 6.07; (i) loans and advances made by the Company a Loan Party or any a Subsidiary to its officers, directors, and employees in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes; (n) phantom stock or similar plans providing purposes up to a maximum for payments on account all such loans and advances of services provided by current or former directors, officers, employees or consultants of the Borrowers or the Subsidiaries; and (o) other Investments (excluding Acquisitions) not to exceed $100,000,000, together with Investments made pursuant to Section 6.04(c) above, $10,000,000, 750,000 in the aggregate at any time; provided, however, no Investments one time outstanding; (j) Guarantees by a Loan Party or a Subsidiary of Material Intellectual Property shall be made in leases of any Person other Loan Party or Subsidiary (other than Capital Lease Obligations) entered into in the ordinary course of business; provided that the aggregate amount of Guarantees by Loan Parties of leases of Non-Loan Parties is subject at all time to the limitations set forth in paragraph (c)(i) of this Section 6.04; (k) endorsements of items for collection or deposit in the ordinary course of business; (l) any Loan Party may purchase, hold or acquire (including pursuant to a Loan Partymerger) except all the Equity Interests in a domestic Person and may purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets of any other domestic Person or all or substantially all of the assets of a division or branch of such domestic Person, if, with respect to intellectual property relating solely to a Person that ceases to be a Loan Party as a result of an Investment otherwise permitted hereunder, and in any each such case, such Investment, if applicable, shall be subject to a non-exclusive, irrevocable (until Payment in Full) royalty-free license of such Material Intellectual Property in favor of the Administrative Agent for use in connection with the exercise of rights and remedies of the Secured Parties under the Loan Documents in respect of the Collateral, which license shall be substantially similar to the license described in Section 5.4 of the Security Agreement (or otherwise reasonably satisfactory to the Administrative Agent)(x) except with respect to Dispositions described in clauses (h), (j) (with respect to the rights to use Intellectual Property in connection with the Canadian business) or (k) of Section 6.05 (each a “Specified Permitted Disposition”), no Investments of Material Intellectual Property (or, at any time that any FILO Term Loans remain outstanding, any Intellectual Property) shall be made in any Person (other than a Loan Party) and (y) notwithstanding anything herein to the contrary, from and after the First Amendment Effective Date, no additional Investments by any Loan Party in either of Home & More, S.A. de C.V. or assets comprising the Equity Interests of entities organized in Canada or assets, revenue, inventory and other operations of the Company and its Subsidiaries comprising the business that is located in Canada (whether in whole or in part) shall be permitted without the prior written consent of the Administrative Agent, the FILO Agent and the Required Lenders, except Investments in such entities to fund day-to-day operations consistent with past practice.acquisition:

Xxxxxxxxxxx, Loans, Advances, Guarantees and Acquisitions. No Loan Party will, nor will it permit any Subsidiary to, form any subsidiary after the Effective Date, or purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Subsidiary prior to such merger) any evidences of Indebtedness or Equity Interests or other securities (including any option, warrant or other right to acquire any of the foregoing) Equity Interest of, make or permit to exist any Investmentsloans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (whether through purchase of assets, merger or otherwise), except: (a) cash and Permitted Investments, subject to control agreements in favor of the Administrative Agent for the benefit of the Secured Parties or otherwise subject to a perfected security interest in favor of the Administrative Agent for the benefit of the Secured Parties; (b) Investments investments in existence on the date hereofFirst Amendment Effective Date hereof and described in Schedule 6.046.04 and any modification, replacement, renewal or extension thereof to the extent not involving any additional investment; (c) Investments (including Guarantees) investments by the Company Borrowers in any Subsidiary or by any Subsidiary in the Company or any other SubsidiaryLoan Party, provided that the aggregate amount of Investments investments made by any Loan Parties Party in Subsidiaries that are not Loan Parties made after the Restatement Effective Date Greenpharm at any time outstanding shall not exceed $100,000,000, together with Investments made pursuant to Section 6.04(o) below, $10,000,000 at any time outstanding; provided, further, that, to 1,000,0001,500,000 in the extent constituting an Investment, the payment and guarantee by Loan Parties of operating lease obligations of a non-Loan Party shall be permitted and shall not be counted against the maximum amount of Investments permitted under this clause (c), so long as such payments and guarantees are related solely to such operating lease obligations and any Investments in non-Loan Parties required in connection therewith are made substantially concurrently with any required payments of such obligationsaggregate; (d) loans or advances made by a Loan Party to its employees on an arms-length basis in the ordinary course of business consistent with past practices for normal business expenses, relocation costs ​ ​ and similar purposes up to a maximum of the Threshold Amount in the aggregate at any one time outstanding; (e) notes payable, or stock or other securities issued by Account Debtors to a Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit lossbusiness, consistent with past practices; (ef) Investments investments in the form of Swap Agreements permitted by Section 6.07; (fg) Investments investments of any Person existing at the time such Person becomes a Subsidiary of a Borrower or consolidates, amalgamates consolidates or merges with a Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such merger, consolidation or amalgamation; (g) Investments received in connection with Dispositions permitted by Section 6.05; (h) Investments investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; and; (i) at any time after investments in the FILO Obligations have been paid form of Trade Service Equity; (j) investments received in full in cash connection with Dispositions permitted by Section 6.05 (f), (g) and the occurrence of the First Amendment Increase Termination Date, (i); (k) Permitted Acquisitions; (jl) at any time after the FILO Obligations have been paid in full in cash and the occurrence of the First Amendment Increase Termination Date, any other Investments (excluding Acquisitions); provided that, after giving pro forma effect to any such Investment pursuant to this clause (j), the Payment Condition shall be satisfied with respect to such Investmentguarantees constituting Indebtedness permitted by Section 6.01; (km) Investments received loans or advances made by a Loan Party to its employees, officers, or directors in connection with the bankruptcy granting or reorganization ofexercise of options and any payment of tax liabilities related thereto in connection with any employee benefit plans or stock option plans approved by the board of directors of the Company, provided that the aggregate amount of all such investments under this clause (m) shall not exceed the Threshold Amount at any time outstanding; (n) to the extent constituting an investment, loan or settlement of delinquent accounts and disputes withadvance, trade credit provided to customers and suppliers, in each case in the ordinary course of business; (lo) depositstravel advances and similar advances to officers and employees, prepayments and other credits to suppliers, lessors and landlords made in each case arising in the ordinary course of business and consistent with past practicesbusiness, provided that the aggregate amount of all such investments under this clause (o) shall not exceed $250,000375,000 at any time outstanding; (mp) advances by additional cash investments (other than Acquisitions) in Digitally Native Brands in an amount not to exceed $2,000,0003,000,000 per investment and $15,000,00022,500,000 for all such investments during the Company or any Subsidiary term of this Agreement, subject in each case to employees in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes; (n) phantom stock or similar plans providing for payments on account of services provided by current or former directors, officers, employees or consultants satisfaction of the Borrowers or the SubsidiariesPayment Conditions; and (oq) other additional cash investments, so long as (i) no Default or Event of Default has occurred and is continuing and (ii) Availability (on a pro forma basis after giving effect to such investment) is equal to or greater than $8,000,000 for each day during the ninety consecutive calendar day period prior to the date of such investment; provided that the amount of all such investments under this clause (q) in any fiscal year shall not exceed $1,000,000.1,500,000; and ​ (r) (i) Designated Joint Venture Investments and (excluding Acquisitionsii) any additional investments in Designated Joint Ventures (including investment required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in the joint venture arrangements and similar binding arrangements) in an aggregate amount not to exceed $100,000,000, together with Investments made pursuant to Section 6.04(c) above, $10,000,000, in 1,500,000 per fiscal year; provided that no Event of Default has occurred and is continuing at the aggregate at any time; provided, however, no Investments time of Material Intellectual Property shall be made in any Person (other than a Loan Party) except with respect to intellectual property relating solely to a Person that ceases to be a Loan Party as a result the making of an Investment otherwise permitted hereunder, and in any such case, such Investment, if applicable, shall be subject to a non-exclusive, irrevocable investment under this clause (until Payment in Full) royalty-free license of such Material Intellectual Property in favor of the Administrative Agent for use in connection with the exercise of rights and remedies of the Secured Parties under the Loan Documents in respect of the Collateral, which license shall be substantially similar to the license described in Section 5.4 of the Security Agreement (or otherwise reasonably satisfactory to the Administrative Agent)(x) except with respect to Dispositions described in clauses (hr), (j) (with respect to the rights to use Intellectual Property in connection with the Canadian business) or (k) of Section 6.05 (each a “Specified Permitted Disposition”), no Investments of Material Intellectual Property (or, at any time that any FILO Term Loans remain outstanding, any Intellectual Property) shall be made in any Person (other than a Loan Party) and (y) notwithstanding anything herein to the contrary, from and after the First Amendment Effective Date, no additional Investments by any Loan Party in either of Home & More, S.A. de C.V. or assets comprising the Equity Interests of entities organized in Canada or assets, revenue, inventory and other operations of the Company and its Subsidiaries comprising the business that is located in Canada (whether in whole or in part) shall be permitted without the prior written consent of the Administrative Agent, the FILO Agent and the Required Lenders, except Investments in such entities to fund day-to-day operations consistent with past practice.