Common use of Acquisitions Clause in Contracts

Acquisitions. (a) Notwithstanding anything in this Agreement to the contrary, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be (i) deemed to be in violation of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor. (b) If, at any time prior to the seventh anniversary of the date of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is bound.

Acquisitions. (a) Notwithstanding anything Enter into any agreement, contract, binding commitment or other arrangement providing for any Acquisition, or take any action to solicit the tender of securities or proxies in this Agreement respect thereof in order to the contraryeffect any Acquisition, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be unless (i) deemed the Person to be in violation (or whose assets are to be) acquired does not oppose such Acquisition and the line or lines of this Agreement or any International Selling Agreement or business of the Person to be acquired constitute Core Businesses, (ii) obligated hereunder after giving effect to such Acquisition and all Indebtedness incurred or under any International Selling Agreement repaid in connection therewith, the Borrower shall be in compliance on a pro forma basis with each financial covenant set forth in Section 8.12 (each calculated in accordance with Sections 1.04(c) and (d))), (iii) no Default or Event of Default shall have occurred and be continuing either immediately prior to take any action or immediately after giving effect to such Acquisition and, if the Cost of Acquisition is in excess of $50,000,000, the Borrower shall have furnished to the Administrative Agent (A) pro forma historical financial statements as of the end of the most recently completed four fiscal quarters of the Borrower, giving effect to such Acquisition, and (B) a Compliance Certificate prepared on a historical pro forma basis as of March 31, 2007, or, if later, as of the most recent date for which financial statements have been furnished pursuant to Section 7.01(a) or (b), giving effect to such Acquisition, which Compliance Certificate shall demonstrate that no Default or Event of Default would exist immediately after giving effect thereto (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Forcedemonstrating compliance on a pro forma basis with each financial covenant set forth in Section 8.12 (each calculated in accordance with Sections 1.04(c) and (d))), if such violation would arise(iv) the Person acquired shall be a wholly-owned Restricted Subsidiary, or such action would be required to be takenmerged with or into a Restricted Subsidiary, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor. (b) If, at any time prior to the seventh anniversary of the date of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) immediately upon consummation of the Acquisition Agreement(or if assets are being acquired, and, for the avoidance of doubt, excluding realized gains) derived from acquiror shall be a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amountRestricted Subsidiary), and (iiv) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) upon consummation of the Acquisition Agreement, then Purchaser through the Purchaser Insurers each Subsidiary shall have complied with the right during the remainder provisions of such seven-year period to be a provider to each Target Affiliated DistributorSection 7.12, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject including with respect to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundnew assets (including real property) acquired.

Acquisitions. Any Borrower or a Wholly Owned Subsidiary of such Borrower may acquire any business or Property from, or capital stock of, or be a party to any acquisition of, any Person, so long as: (aA) Notwithstanding anything the aggregate Purchase Price of any individual such acquisition shall not exceed $750,000,000; (B) such acquisition (if by purchase of assets, merger or consolidation) shall be effected in this Agreement such manner so that the acquired business, and the related assets, are owned either by a Borrower or a Wholly Owned Subsidiary of a Borrower and, if effected by merger or consolidation involving a Borrower, such Borrower shall be the continuing or surviving entity and, if effected by merger or consolidation involving a Wholly Owned Subsidiary of a Borrower, such Wholly Owned Subsidiary shall be the continuing or surviving entity; (C) such acquisition (if by purchase of stock) shall be effected in such manner so that the acquired entity becomes a Wholly Owned Subsidiary of a Borrower; (D) with respect to any acquisition involving an aggregate Purchase Price in excess of $50,000,000, the Borrowers shall deliver to the contraryAdministrative Agent (which shall promptly notify the Lenders of such acquisition and forward a copy to each Lender which requests one) (1) no later than five Business Days after the execution and delivery thereof, but subject copies of the respective agreements or instruments pursuant to Section 3.6(bwhich such acquisition is to be consummated (including, without limitation, any related management, non-compete, employment, option or other material agreements), neither Parent nor any International Parent Distributor shall be (i) deemed schedules to such agreements or instruments and all other material ancillary documents to be executed or delivered in violation of this Agreement or connection therewith and (2) promptly following request therefor (but in any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Forceevent within three Business Days following such request), if copies of such violation would ariseother information or documents relating to each such acquisition as the Administrative Agent shall have requested; (E) with respect to any acquisition involving an aggregate Purchase Price in excess of $50,000,000, or such action would be required the Administrative Agent shall have received (and shall promptly forward a copy thereof to be taken, solely as each Lender which requests one) a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged letter (in the distribution case of financial services products following each legal opinion delivered to the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product Borrowers pursuant to such International Parent Distributor.acquisition) from each Person delivering such opinion (which shall in any event include an opinion of special FCC counsel) authorizing reliance thereon by the Administrative Agent and the Lenders; (bF) Ifwith respect to any acquisition involving an aggregate Purchase Price in excess of $50,000,000, at any time prior the Borrowers shall have delivered to the seventh anniversary Administrative Agent (which shall promptly provide a copy thereof to the Lenders) evidence satisfactory to the Administrative Agent and the Majority Lenders of the date receipt of this Agreementall licenses, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement)permits, of which the net revenues approvals and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributorconsents, if any, on a nonrequired with respect to such acquisition (including, without limitation, the consents of the respective municipal franchising authorities to the acquisition of the respective CATV Systems being acquired (if any)); (G) the entire amount of the consideration payable by the Borrowers and their Subsidiaries in connection with such acquisition (other than customary post-exclusive Level Playing Field basisclosing adjustments and indemnity obligations, of any life insurance or annuity product and other than Indebtedness incurred in connection with such acquisition that is distributed by such Target Affiliated Distributor permitted under paragraphs (c) or (f) of Section 8.07) shall be payable on a non-exclusive basis either immediately before or following the date of such acquisition; provided; (H) none of the Borrowers nor any of its Subsidiaries shall, that in connection with such right acquisition, assume or remain liable in respect of (x) any Indebtedness of the seller or sellers (except for Indebtedness permitted under Section 8.07(f)) or (y) other obligations of the seller or sellers (except for obligations incurred in the ordinary course of business in operating the CATV System so acquired and necessary or desirable to the continued operation of such CATV System); (I) to the extent the assets purchased in such acquisition shall be subject to any applicable contractual Liens not permitted hereunder, such Liens shall have been released (or arrangements for such release satisfactory to the Administrative Agent shall have been made); (J) to the extent applicable, the Borrowers shall have complied with the provisions of Section 8.16, including, without limitation, to the extent not theretofore delivered, delivery to the Administrative Agent of (x) the certificates representing the shares of stock or other restrictions ownership interests, accompanied by undated stock powers or other powers executed in blank, and (y) the agreements, instruments, opinions of counsel and other documents required under Section 8.16; (K) after giving effect to such acquisition the Borrowers shall be in compliance with Section 8.10 (the determination of such compliance to be calculated on a pro forma basis, as at the end of and for the fiscal quarter most recently ended prior to the date of such acquisition for which financial statements of the Borrowers and their Subsidiaries are available, under the assumption that such Target Affiliated Distributor is boundacquisition shall have occurred, and any Indebtedness in connection therewith shall have been incurred, at the beginning of the applicable period, and under the assumption that interest for such period had been equal to the actual weighted average interest rate in effect for the Loans hereunder on the date of such acquisition), and the Borrowers shall have delivered to the Administrative Agent a certificate of a Senior Officer showing such calculations in reasonable detail to demonstrate such compliance; (L) immediately prior to such acquisition and after giving effect thereto, no Default shall have occurred and be continuing; and (M) the Borrowers shall deliver such other documents and shall have taken such other action as the Majority Lenders or the Administrative Agent may reasonably request.

Acquisitions. (a) Notwithstanding anything in this Agreement to the contraryThe Parent will not, but subject to Section 3.6(b)and will not permit any of its Restricted Subsidiaries to, neither Parent nor make any International Parent Distributor shall be Acquisition unless: (i) deemed to such Acquisition (if by purchase of assets, merger, consolidation or amalgamation) shall be effected in violation such manner so that the acquired business, and the related assets, are owned either by the Parent or a Subsidiary of this Agreement the Parent and, if effected by merger, consolidation or any International Selling Agreement amalgamation involving the Parent, the Parent shall be the continuing or surviving entity and, if effected by merger, consolidation or amalgamation involving a Subsidiary of the Parent, such Subsidiary shall be the continuing or surviving entity; (ii) obligated hereunder such Acquisition (if by purchase of Equity Interests) shall be effected in such manner so that the acquired entity becomes a Subsidiary of the Parent; (iii) such business and the related assets, or any acquired Subsidiary, are primarily a business permitted under any International Selling Agreement Section 8.10; (iv) after giving effect to take any action such Acquisition on a pro forma basis (as if completed on the first day of the four-quarter period ended on the last day of the most recent fiscal quarter for which financial statements are then available, and including in such pro forma calculation all Indebtedness assumed as part of or incurred to finance such Acquisition as if such Indebtedness was incurred on the first day of such period) the Total Leverage Ratio would be no greater than 2.25 to 1 (such ratio to be based upon financial statements for the acquired business that, in the Parent’s reasonable opinion, are sufficient for it to make any adjustment to commissionsa calculation thereof on a pro forma basis, economic inducements or other benefits as at the end of and for the Sales Force), if such violation would arise, or such action would be required period of four fiscal quarters most recently ended prior to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; providedsuch Acquisition for which financial statements of the Parent and its Subsidiaries are available, howeverunder the assumption that such Acquisition shall have occurred, that nothing and any Indebtedness in this Section 3.6(a) connection therewith shall limit have been incurred, at the beginning of the applicable period), provided that, unless such Acquisition is made solely with Unapplied Equity Proceeds, in the event such Acquisition shall be of a stand-alone business entity or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has unit of the right under this Agreement or any International Selling Agreement to be respective seller for which separate audits are available and the exclusive provider aggregate amount of consideration in respect of such Product or New Product Acquisition shall exceed $25,000,000, the Parent shall have delivered to the Administrative Agent financial statement for the acquired business for its most recent fiscal year reviewed by independent auditors; and (v) at the time of and both before and after giving effect to such International Parent Distributor. Acquisition (b) Ifincluding under any financial covenant calculated on a pro forma basis), at any time prior to no Default shall have occurred and be continuing and, unless such Acquisition is made solely with Unapplied Equity Proceeds, the seventh anniversary sum of the date unused Revolving Credit Commitments and Incremental Loan Commitments of this Agreement, (i) Parent acquires a Target Business (as defined in each Class together with cash and Cash Equivalents carried on the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) consolidated balance sheets of the Acquisition Agreement, and, for the avoidance Parent and its consolidated Restricted Subsidiaries (excluding cash and Cash Equivalents securing reimbursement obligations in respect of doubt, excluding realized gainsSecured LOCs) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted is at least equal to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is bound$50,000,000.

Acquisitions. The Borrower will not, nor will it permit any of its Subsidiaries to, acquire any business or property from, or Capital Stock of, or be a party to any acquisition of, any Person, or acquire any option to make any such acquisition, except: (a) Notwithstanding anything in this Agreement to the contrarypurchases of inventory, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be (i) deemed programming rights and other property to be in violation of this Agreement sold or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged used in the distribution ordinary course of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor.business; (b) IfInvestments permitted under Section 7.07; (c) Restricted Payments permitted under Section 7.08; (d) Capital Expenditures of the Borrower and its Subsidiaries; (e) the Borrower and its Subsidiaries may consummate any Acquisition (including the exercise of the ▇▇▇▇▇▇▇▇▇▇ Options), provided that, if applicable: (i) the Aggregate Consideration for all Acquisitions (other than TV/Radio Acquisitions) permitted under this clause (e) and consummated after the Fifth Restatement Effective Date shall not exceed $100,000,000; (ii) (A) in the case of Acquisitions other than TV/Radio Acquisitions under this clause (e), both immediately prior to and after giving effect to such Acquisition, no Default shall have occurred and be continuing (and, in the case of such Acquisition, the Borrower shall be at least 0.25 to 1 below the Total Indebtedness Ratio required under Section 7.11(c) at such time, calculated on a pro forma basis as if such Acquisition had been consummated on the first day of the relevant period) and (B) in the case of TV/Radio Acquisitions under this clause (e), both immediately prior to and after giving effect to such TV/Radio Acquisition, no Default shall have occurred and be continuing (and, in the case of such TV/Radio Acquisition, the Borrower shall be in compliance with the First Lien Indebtedness Ratio required under Section 7.11(b) and the Total Indebtedness Ratio required under Section 7.11(c) at such time, in each case calculated on a pro forma basis as if such Acquisition had been consummated on the first day of the relevant period); (iii) each assignment or transfer of control of Broadcast Licenses to the Borrower or any time of its Subsidiaries shall have been approved by: (A) an Initial FCC Order, if (i) the Borrower has made a good faith determination that the seller is an established entity that would be reasonably likely to refund the purchase price in the event of reversal or rescission of the Initial FCC Order and (ii)(x) the application or applications seeking FCC consent to such Acquisition have not been contested by a third party or (y) in the event the application or applications seeking FCC consent to such Acquisition have been contested by a third party, the Borrower shall have provided the Administrative Agent with appropriate supporting documentation, including, without limitation, a certificate signed by the President, a Vice President, a Financial Officer or Secretary of the Borrower and copies of an opinion of FCC counsel that there is no reasonable likelihood of reversal or rescission of the Initial FCC Order; or (B) a Final FCC Order, in all other cases (including the exercise of the ▇▇▇▇▇▇▇▇▇▇ Options); (iv) if the Administrative Agent or the Required Lenders shall have so requested, the Administrative Agent shall have received an opinion of FCC counsel satisfactory to the Administrative Agent or the Required Lenders, as the case may be, in its (or their) reasonable judgment to the effect that such transfer shall have been so approved by an Initial FCC Order or a Final FCC Order, as the case may be, and that such Broadcast Licenses have been validly assigned to the Borrower or such Subsidiary; (v) if the Aggregate Consideration for such Acquisition is equal to or greater than $15,000,000, the Borrower shall furnish to the Lenders a certificate showing calculations (after giving effect to borrowings and prepayments hereunder to be made on such date and calculated on a pro forma basis as if such Acquisition had been consummated on the first day of the period of four fiscal quarters of the Borrower ending on or most recently ended prior to such date) in reasonable detail that demonstrate that such Acquisition will not result in a Default under Section 7.11; (vi) if the Aggregate Consideration for such Acquisition is equal to or greater than $15,000,000, no later than the date falling ten Business Days (or such shorter period as the Administrative Agent may agree) prior to the seventh anniversary date that such Acquisition is consummated, the Borrower shall have delivered to the Administrative Agent drafts or executed counterparts of such of the date respective agreements or instruments (including Program Services Agreements) pursuant to which such Acquisition is to be consummated (together with any related option or other material agreements), any schedules or other material ancillary documents to be executed or delivered in connection therewith, all of this Agreementwhich shall be satisfactory in form and substance to the Administrative Agent; (vii) promptly following request therefor, copies of such information or documents relating to such Acquisition as the Administrative Agent or any Lender (ithrough the Administrative Agent) Parent acquires a Target Business shall have reasonably requested; (as defined f) the acquisition of property in connection with any exchanges permitted under Section 7.05; and (g) additional acquisitions of property or assets made after the Fifth Restatement Effective Date, which, when taken together with the aggregate amount of Investments made pursuant to Section 7.07(i), shall not exceed $200,000,000 in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, aggregate; and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is bound.

Acquisitions. (a) Notwithstanding anything in this Agreement to the contrary, but subject to Section 3.6(b), neither Parent nor any International Domestic Parent Distributor shall be (i) deemed to be in violation of this Agreement or any International Domestic Selling Agreement or (ii) obligated hereunder or under any International Domestic Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a3.6 (a) shall limit or restrict any obligations that Parent or any International Domestic Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Domestic Selling Agreement to be the exclusive provider of such Product or New Product to such International Domestic Parent Distributor. (b) If, at any time prior to the seventh anniversary of the date of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is bound.

Acquisitions. No Borrower or Subsidiary will make an Acquisition of any Person without the prior written consent of the Banks; provided however, the Borrower may acquire either all of the stock or assets of a Person or any Guarantor may acquire the assets of or merge with such Person (aprovided the Guarantor is the surviving entity) Notwithstanding anything (hereinafter collectively a "Permitted Acquisition") if either all Banks consent in this Agreement writing in advance thereto or, without the necessity of obtaining the Banks' prior written approval if: (A) not less than ten (10) Business Days prior to entering into a binding agreement to make any Permitted Acquisition, Borrower shall submit to each of the Banks the following information: (1) a copy of the signed letter of intent and a current draft of the acquisition agreement with any prepared exhibits; (2) a written description of the Person to be acquired, including location and type of operations, key management, and real estate assets (including legal descriptions of any owned real estate), if any; (3) audited or reviewed historical financial statements of the Permitted Acquisition for the prior two years and the most recent interim statement; (4) consolidated financial statements and projections for both the Borrower and its Subsidiaries as well as the Person being acquired giving Pro Forma Effect to the contraryIndebtedness associated with the Acquisition Advance and the Acquisition Cash Flow associated with the Person to be acquired, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be and indicating: (i) deemed compliance on a joint, consolidated basis with the financial covenant set forth in Paragraphs 6.17(B) and (C) for the twelve (12) months prior to be in violation the anticipated closing of this Agreement or any International Selling Agreement or the Acquisition, (ii) obligated hereunder or under any International Selling Agreement to take any action compliance on a joint, consolidated basis with the financial covenants set forth in Paragraphs 6.17(A), (including to make any adjustment to commissionsB), economic inducements or other benefits and (C) as of the closing of the Acquisition, and (iii) projected compliance for the Sales Forceensuing twelve (12) months after the closing of the Acquisition with each financial covenant in Paragraph 6.17; and (5) a copy of the acquisition analysis done by Borrower preparatory to making the Permitted Acquisition; (B) the Permitted Acquisition Price does not exceed Five Million Dollars ($5,000,000.00) and does not exceed the product of six (6) times the Acquisition Cash Flow of such Person; (C) the business of the Permitted Acquisition is in the provision of specialized pharmacy services and is located in the United States; (D) environmental Phase I audits of any real properties owned by the Permitted Acquisition company conducted within six (6) months prior to the closing of the Acquisition (or material substantially similar thereto in the opinion of the Banks) indicate environmental risks and/or exposures for which the estimated costs to fully remedy and clean-up are less than One Hundred Thousand Dollars ($100,000.00), if and copies of such violation would ariseare provided to the Banks with a reliance letter; (E) no Event of Default or Unmatured Default has occurred hereunder and not been cured, or such action would be required to be taken, solely otherwise occur as a result of Parent or one of its Affiliates acquiring assets in connection with the Permitted Acquisition, whether immediately or on a business of any Person engaged in projected basis; (F) whether or not the distribution of financial services products following Banks have been requested to disburse funds, the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit Borrower must pledge or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement cause to be the exclusive provider of such Product or New Product to such International Parent Distributor. (b) If, at any time prior pledged to the seventh anniversary Agent for the benefit of the date of this Agreement, (i) Parent acquires Banks a Target Business (as defined in first priority lien on the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent outstanding stock or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributorownership interests, if any, acquired in the Permitted Acquisition and first priority liens (subject only to Permitted Liens) on a non-exclusive Level Playing Field basis, of any life insurance all real estate owned or annuity product that is distributed leased by such Target Affiliated Distributor Person and on all Inventory, Accounts, Chattel Paper, Documents, Equipment, Fixtures, Instruments, and General Intangibles acquired in the Permitted Acquisition in form and substance satisfactory to the Banks; (G) if a non-exclusive basis either immediately before new Subsidiary is formed for the purpose of making the Permitted Acquisition or following such acquisition; providedthe Permitted Acquisition is a stock purchase Acquisition, that such right shall be subject the new Subsidiary and/or the entity acquired must become a party to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundthis Agreement and execute a Guaranty and Suretyship with respect to the Obligations in form and substance satisfactory to the Banks.

Acquisitions. If during the Restricted Period, Buyer acquires any interest in any Person engaged in oil and gas exploration and production in the Restricted Region (a) Notwithstanding anything the “E&P Business”), Buyer will give TAT written notice of such acquisition within ten days after the consummation of such acquisition (the “E&P Acquisition Notice”). Following delivery of the E&P Acquisition Notice, Buyer shall provide TAT with access to such information regarding the E&P Business as TAT may reasonably request and shall promptly respond to TAT’s questions regarding the E&P Business. TAT shall have the right to purchase from Buyer the portion of such Person’s business constituting the E&P Business on the terms set forth in this Agreement Section 7.9(d). The E&P Acquisition Notice shall include Buyer’s proposed purchase price for the E&P Business, which shall be Buyer’s reasonable allocation of the total consideration paid by Buyer for the interest acquired by it to the contraryportion of such consideration attributable to the E&P Business. If TAT desires to purchase the E&P Business, but subject TAT shall notify Buyer of such desire in writing not later than 60 days after Buyer has provided TAT access to Section 3.6(bthe information regarding the E&P Business, as set forth above, which notice shall include the purchase price and terms upon which TAT offers to purchase the E&P Business (the “E&P Offer Notice”). If TAT fails to timely deliver an Offer Notice, neither Parent nor any International Parent Distributor TAT’s right to purchase the E&P Business shall terminate, and Buyer shall be entitled to operate the E&P Business in substantially the manner operated prior to the acquisition of the E&P Business for the remainder of the Restricted Period but shall not be entitled to expand beyond the geographic area in which the E&P Business was permitted to operate prior to Buyer’s acquisition thereof. If TAT timely delivers an E&P Offer Notice, the E&P Offer Notice shall either (i) deemed accept the purchase price proposed in the E&P Acquisition Notice, in which case TAT shall be obligated to purchase, and Buyer shall be obligated to sell, the E&P Business on the terms set forth in violation of this Agreement or any International Selling Agreement the E&P Acquisition Notice within 30 days after such E&P Offer Notice is delivered by TAT, or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits notify Buyer that TAT disputes Buyer’s allocation of the total consideration paid by Buyer for the Sales Forceinterest acquired by it to the portion of such consideration attributable to the E&P Business, in which event that parties shall engage a reputable appraiser to be agreed upon by Buyer and TAT to appraise the E&P Business. If Buyer and TAT are not able to agree on an appraiser, each shall select an appraiser, and such appraisers shall jointly select a third appraiser to appraise the E&P Business (such appraiser, or the appraiser agreed upon by Buyer and TAT, the “Appraiser”). If the price in such appraisal is higher than the purchase price provided in the E&P Offer Notice, TAT shall pay the fees and expenses of the Appraiser or, if the price in such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged appraisal is lower than the purchase price provided in the distribution E&P Offer Notice, Buyer shall pay the fees and expenses of financial services products the Appraiser. Within ten days following receipt of the date appraisal of this Agreement; providedthe E&P Business, howeverTAT may revoke its offer to purchase the E&P Business, that nothing in this Section 3.6(a) which case, Buyer shall limit or restrict any obligations that Parent or any International Parent Distributor has be entitled to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has operate the right under this Agreement or any International Selling Agreement to be E&P Business in substantially the exclusive provider of such Product or New Product to such International Parent Distributor. (b) If, at any time manner operated prior to the seventh anniversary acquisition of the date of this Agreement, (i) Parent acquires a Target E&P Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of the Restricted Period but shall not be entitled to expand beyond the geographic area in which the E&P Business was permitted to operate prior to Buyer’s acquisition thereof. If TAT does not timely revoke such seven-year period to be a provider to each Target Affiliated Distributoroffer, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right Buyer shall be subject obligated to any applicable contractual or other restrictions by which such Target Affiliated Distributor sell, and TAT shall be obligated to purchase, the E&P Business at the price set forth in the appraisal within 30 days after the appraisal is bounddelivered to TAT.

Acquisitions. None of the Loan Parties will consummate any Acquisition other than Acquisitions which satisfy the following conditions precedent: (a) Notwithstanding anything the Acquisition of Equity Interests shall require the acquisition of all (but not less than all) of the Equity Interests in this Agreement and to the contrary, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be (i) deemed to be in violation of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor.applicable Person; (b) If, at any time prior to the seventh anniversary no Default or Event of the date of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers Default shall have the right during the remainder of such seven-year period to occurred and be a provider to each Target Affiliated Distributor, if anycontinuing or, on a non-exclusive Level Playing Field pro forma basis, would reasonably be expected to result from such Acquisition (to be demonstrated by pro forma financial statements giving effect to such Acquisition); (c) the Borrower can demonstrate, on a pro forma basis, after giving effect to such Acquisition that the Leverage Ratio does not exceed 2.00 to 1.00; and (d) all of the requirements of Sections 5.03(b) and 6.12 hereof shall have been satisfied; (e) Administrative Agent shall have received such other documents as may be reasonably requested by the Administrative Agent in connection with such Acquisition; (f) Administrative Agent shall have received a copy of the fully executed acquisition agreement (each a “Purchase Agreement”), relating to the Acquisition, which Purchase Agreement shall be in form and substance reasonably satisfactory to the Required Lenders, and the closing terms and conditions set forth in such Purchase Agreement shall not have been materially amended or waived without prior approval by the Administrative Agent (such approval not to be unreasonably withheld or delayed); (g) Administrative Agent shall have received copies of the material documents evidencing the closing of the transactions contemplated by such Purchase Agreement, which documents shall be in form and substance reasonably satisfactory to the Administrative Agent; and (h) Borrower shall deliver to the Administrative Agent evidence reasonably satisfactory to the Administrative Agent that all consents and approvals required to be obtained from any Governmental Authority or other Person in connection with the applicable Acquisition shall have been obtained, and all applicable waiting periods and appeal periods shall have expired, in each case without the imposition of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundburdensome conditions.

Acquisitions. The Parent and the Applicants shall not, and shall not permit any of their respective Restricted Subsidiaries to, directly or indirectly, make any Acquisitions except any non-hostile Acquisition subject to the satisfaction of each of the following conditions: (a) Notwithstanding anything if the aggregate consideration in this Agreement to the contrary, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be (i) deemed to be in violation of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business respect of any Person engaged in such Acquisition exceeds $100,000,000.00, the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) Administrative Agent shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider receive prior written notice of such Product or New Product to Acquisition, which notice shall include, without limitation, a description of such International Parent Distributor.Acquisition with such detail as the Administrative Agent shall reasonably require; (b) Ifimmediately after giving effect to such Acquisition, Liquidity shall not be less than $200,000,000.00; (c) within the applicable time periods required pursuant to Section 7.11 and Section 7.12, after the closing of such Acquisition, the Parent, the Applicants (or the Restricted Subsidiary making such Acquisition) and the target of such Acquisition (unless it is a Subsidiary that is not a Material Wholly-Owned Subsidiary) shall have executed such documents and taken such actions as may be required under Section 7.11 and Section 7.12; (d) if such Acquisition involves the acquisition of one or more marine vessels, in each case having a Fair Market Value in excess of $10,000,000.00, such vessel or vessels, except in the case where acquired using Indebtedness permitted by Section 8.1(m) that is the subject of a Lien permitted under Section 8.2 existing at the time of (but not incurred in anticipation of) any such acquisition, shall within the applicable time prior periods required pursuant to Section 7.11, become Collateral pursuant to arrangements substantially similar to those made with respect to similar Mortgaged Vessels on or before the seventh anniversary Initial Utilization Date; and (e) at the time of the date of this Agreementsuch Acquisition and after giving effect thereto, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement)no Default or Event of Default shall have occurred and be continuing, of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business the statement set forth in Section 3.3(b)(i) shall be true and (iii) the Applicants would be in pro forma compliance with Article V for the most recent four quarter period for which financial statements have been delivered pursuant to Sections 6.17(a)(xSection 6.1(a) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is bound(b).

Acquisitions. Without the prior written consent of Agent and the Majority Banks, no Company shall effect an Acquisition; provided, that, so long as no Unmatured Event of Default or Event of Default shall then exist or immediately thereafter shall begin to exist: (a) Notwithstanding anything in this Agreement to the contrary, but subject to Section 3.6(b), neither Parent nor Borrower or any International Parent Distributor shall be Pledgor may effect an Acquisition so long as: (i) deemed Borrower or such Pledgor is the surviving entity of the Acquisition (in the case of a merger, consolidation or other combination) or the Person to be acquired becomes a Pledgor promptly after such Acquisition (in violation the case of this Agreement the acquisition of the stock (or any International Selling Agreement or other equity interest) of a Person) in accordance with Section 5.22 hereof; (ii) obligated hereunder the Companies are in full compliance with the Loan Documents both prior to and subsequent to the transaction; (iii) Borrower provides to Agent and the Banks, at least ten (10) days prior to the consummation of such Acquisition, (A) written notice of such Acquisition, (B) historical financial statements of such Person, (C) a pro forma financial statement of the Companies, and (D) a certificate of a Financial Officer of Borrower showing pro forma compliance with Section 5.7 hereof, both before and after the proposed Acquisition; and (iv) the aggregate Consideration paid by the Companies with respect to (A) any Level I Acquisition, when added to all other Level I Acquisitions during any four (4) consecutive fiscal quarters, does not exceed the Level I Acquisition Limit, or under (B) any International Selling Agreement Level II Acquisition, when added to take all other Level II Acquisitions during any action four (including to make 4) consecutive fiscal quarters, does not exceed the Level II Acquisition Limit. (b) Notwithstanding the limitations set forth in subpart (iv) of Section 5.13(a) above, any adjustment to commissions, economic inducements or other benefits for Company may effect the Sales ForcePermitted Acquisitions so long as the conditions set forth in subparts (i), if (ii) and (iii) of such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this AgreementSection 5.13(a) are satisfied; provided, however, that nothing the aggregate Consideration paid in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has connection with the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor. (b) If, at any time prior to the seventh anniversary of the date of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right Permitted Acquisitions shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundincluded in determining the Level II Acquisition Limit on the Closing Date and thereafter.

Acquisitions. No Credit Party shall, nor shall it permit any of its Subsidiaries to, make an Acquisition in a single transaction or related series of transactions other than: (a) Notwithstanding anything mergers, amalgamations and consolidations permitted by Section 6.7(a); (b) the Closing Date Acquisition on the terms set forth in this Agreement to the contrary, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be Closing Date Acquisition Agreement; (c) an Acquisition that meets each of the following conditions: (i) deemed no Default exists both before and after giving effect to be in violation of this Agreement or any International Selling Agreement or such Acquisition; (ii) obligated hereunder both before and after giving effect to such Acquisition, Liquidity is greater than or under any International Selling Agreement equal to take any action $15,000,000; (including iii) the Acquisition is from an unrelated third party or an arm’s-length basis for no more than fair market value and is not hostile; (iv) such Credit Party shall have provided not less than 15 days’ (or such shorter time period as consented to make any adjustment by the Administrative Agent in its sole discretion) prior written notice of such Acquisition to commissionsthe Administrative Agent, economic inducements or other benefits for which notice shall include a reasonably detailed description of the Sales Force), proposed terms of such Acquisition and identify the anticipated closing date thereof; (v) if such violation would ariseAcquisition is an Acquisition of the Equity Interests of a Person, the Acquisition is structured so that the acquired Person (or its successor in interest) shall become a direct or indirect Subsidiary of the Borrower; and if such action would be required to be takenAcquisition is an Acquisition of assets, solely as a result of Parent the Acquisition is structured so that the Borrower or one of its Affiliates acquiring assets direct or indirect Subsidiaries shall acquire such assets; and (vi) either (A) no more than 65% of the total consideration for such Acquisition will be funded with Revolving Advances or (B) after giving effect to such Acquisition, the Borrower’s pro forma Leverage Ratio is less than or equal to the Leverage Ratio then required pursuant to Section 6.16 minus 0.25, and the Borrower has delivered to the Administrative Agent a business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered Compliance Certificate evidencing such pro forma compliance duly executed by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor. (b) If, at any time prior to the seventh anniversary Responsible Officer of the date of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundBorrower.

Acquisitions. The Borrower will not, nor will it permit any of its Subsidiaries to, acquire any business or property from, or Capital Stock of, or be a party to any acquisition of, any Person, or acquire any option to make any such acquisition, except: (a) Notwithstanding anything in this Agreement to the contrarypurchases of inventory, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be (i) deemed programming rights and other property to be in violation of this Agreement sold or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged used in the distribution ordinary course of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor.business; (b) IfInvestments permitted under Section 7.07; (c) Restricted Payments permitted under Section 7.08; (d) Capital Expenditures of the Borrower and its Subsidiaries; (e) the Borrower and its Subsidiaries may consummate any Acquisition (including the exercise of the ▇▇▇▇▇▇▇▇▇▇ Options), provided that, if applicable: (i) the aggregate consideration for all Acquisitions permitted under this clause (e) and consummated after the Fourth Restatement Effective Date shall not exceed $100,000,000; (ii) both immediately prior to and after giving effect to such Acquisition, no Default shall have occurred and be continuing (and, in the case of such Acquisition, the Borrower shall be at least 0.25 to 1 below the Total Indebtedness Ratio required under Section 7.11(c) at such time, calculated on a pro forma basis as if such Acquisition had been consummated on the first day of the relevant period); (iii) each assignment or transfer of control of Broadcast Licenses to the Borrower or any time of its Subsidiaries shall have been approved by: (A) an Initial FCC Order, if the aggregate consideration for such Acquisition and all Acquisitions permitted under this clause (e) and consummated after the Fourth Restatement Effective Date which have not been approved by a Final FCC Order is equal to or less than $50,000,000 in the aggregate; or (B) a Final FCC Order, in all other cases (including the exercise of the ▇▇▇▇▇▇▇▇▇▇ Options); (iv) if the Administrative Agent or the Required Lenders shall have so requested, the Administrative Agent shall have received an opinion of FCC counsel satisfactory to the Administrative Agent or the Required Lenders, as the case may be, in its (or their) reasonable judgment to the effect that such transfer shall have been so approved by an Initial FCC Order or a Final FCC Order, as the case may be, and that such Broadcast Licenses have been validly assigned to the Borrower or such Subsidiary; (v) if the Aggregate Consideration for such Acquisition is equal to or greater than $15,000,000, the Borrower shall furnish to the Lenders a certificate showing calculations (after giving effect to borrowings and prepayments hereunder to be made on such date and calculated on a pro forma basis as if such Acquisition had been consummated on the first day of the period of four fiscal quarters of the Borrower ending on or most recently ended prior to such date) in reasonable detail that demonstrate that such Acquisition will not result in a Default under Section 7.11; (vi) if the Aggregate Consideration for such Acquisition is equal to or greater than $15,000,000, no later than the date falling ten Business Days (or such shorter period as the Administrative Agent may agree) prior to the seventh anniversary date that such Acquisition is consummated, the Borrower shall have delivered to the Administrative Agent drafts or executed counterparts of such of the date of this Agreement, respective agreements or instruments (iincluding Program Services Agreements) Parent acquires a Target Business pursuant to which such Acquisition is to be consummated (as defined in the Acquisition Agreementtogether with any related option or other material agreements), any schedules or other material ancillary documents to be executed or delivered in connection therewith, all of which shall be satisfactory in form and substance to the net revenues and net earnings Administrative Agent; and (in each casevii) promptly following request therefor, calculated in a manner consistent with Section 6.17(a)(x) copies of such information or documents relating to such Acquisition as the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business Administrative Agent or any Lender (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers Administrative Agent) shall have reasonably requested; and (f) the right during the remainder acquisition of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of property in connection with any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundexchanges permitted under Section 7.05.

Acquisitions. (a) Notwithstanding anything in this Agreement The Company will not, nor will it permit any of its Restricted Subsidiaries to, acquire any business or Property from or capital stock of, or be a party to the contraryany acquisition of, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be Person except: (i) deemed to be in violation of this Agreement or any International Selling Agreement or the Scheduled Acquisitions; (ii) obligated hereunder purchases of equipment, programming rights and other Property to be sold or under used in the ordinary course of business; (iii) Capital Expenditures; and (iv) the Company and its Wholly Owned Restricted Subsidiaries may acquire any International Selling Agreement CATV System, and the related assets (any such CATV System being hereinafter referred to take as an "Acquired System"), whether by way of an exchange of CATV Systems, the purchase of assets or stock, by merger or consolidation or otherwise, so long as: (A) the aggregate Purchase Price of all such acquisitions (other than CATV Systems acquired pursuant to Scheduled Acquisitions) shall not exceed the Permitted Acquisition Amount and the aggregate Purchase Price of any action individual such acquisition (including other than a CATV System acquired pursuant to make any adjustment to commissions, economic inducements Scheduled Acquisitions) shall not exceed $150,000,000; (B) such acquisition (if by purchase of stock or other benefits ownership interests) shall be effected in such manner so that the acquired entity becomes a Wholly Owned Subsidiary of the Company; (C) no later than (1) thirty days prior to the consummation of such acquisition (or such earlier date as shall be five Business Days after the execution and delivery thereof), the Company shall have delivered to the Administrative Agent executed counterparts of the respective Acquisition Agreement pursuant to which such acquisition is to be consummated (and forms, to the extent agreed to, of any other agreements, including any management, non-compete, employment, option or other material agreements to be executed in connection with the closing thereunder), any schedules to such agreements or instruments and (promptly upon their becoming available) all other material ancillary documents to be executed or delivered in connection therewith, (2) promptly following request therefor, copies of such other information or documents relating to such acquisition as the Administrative Agent, or the Majority Lenders (through the Administrative Agent), shall have requested, and (3) promptly following the consummation of such acquisition, certified copies of the agreements, instruments and documents referred to in the foregoing clause (1) as shall have been executed and delivered in connection therewith; (D) the agreements, instruments and other documents referred to in the foregoing clause (C) shall, except to the extent otherwise consented to by the Majority Lenders, provide that: (1) the entire amount of the consideration payable by the Company and its Restricted Subsidiaries in connection with such acquisition (other than (x) customary post-closing adjustments, escrow and purchase price holdback and indemnity obligations, (y) Indebtedness incurred in connection with such acquisition that is permitted under Section 8.07(f) hereof and (z) Other Equity Interests issued to the relevant Seller or Sellers in connection with such acquisition in accordance with Section 8.13 hereof) shall be payable on the date of such acquisition, (2) neither the Company nor any of its Restricted Subsidiaries shall, in connection with such acquisition, assume or remain liable in respect of (x) any Indebtedness of the Seller or Sellers of such Acquired System (or the entity owning such Acquired System) except for Indebtedness permitted under Section 8.07(f) hereof or (y) other obligations of the Seller or Sellers of such Acquired System, except for obligations incurred by the respective Seller in the ordinary course of business in operating such CATV System and that are necessary or desirable to the continued operation of such CATV System (and, in the event such Acquired System (or the entity owning such Acquired System) is obligated in respect of any Indebtedness or other obligations not permitted under the foregoing subclauses (x) or (y), then concurrently with such acquisition any such Indebtedness or other obligations shall be released as to the assets or entity being so acquired) and (3) all Property to be acquired in connection with such acquisition (or that is owned by the Seller of such Acquired System on the date of such acquisition) shall be free and clear of any and all Liens, except to the extent permitted by Section 8.06 hereof (and in the event any such Property is subject to any Lien not permitted by this clause (3) then concurrently with such acquisition such Lien shall be released); (E) to the extent applicable, the Company shall have complied with the provisions of Sections 8.17 and 8.19 hereof, including, without limitation, (1) delivery to the Administrative Agent of the certificates evidencing the capital stock or other ownership interests of any new Restricted Subsidiary acquired pursuant to such acquisition, accompanied by undated stock or other powers executed in blank and (2) delivery to the Administrative Agent of the agreements, instruments, opinions of counsel and other documents required under Section 8.17 hereof; (F) immediately prior to such acquisition and after giving effect thereto, no Default shall have occurred or be continuing; (G) after giving effect to such acquisition the Company shall be in compliance with Section 8.10 hereof (the determination of such compliance to be calculated on a pro forma basis), as at the end of and for the Sales Forceperiod of four fiscal quarters most recently ended prior to the date of such acquisition for which financial statements of the Company and its Restricted Subsidiaries are available, under the assumption that such acquisition shall have occurred, and any Indebtedness in connection therewith shall have been incurred, at the beginning of the applicable period, and under the assumption that interest for such period had been equal to the actual weighted average interest rate in effect for the Loans hereunder on the date of such acquisition, and the Company shall have delivered to the Administrative Agent a certificate of a Senior Officer showing such calculations in reasonable detail to demonstrate such compliance; (H) in connection with such acquisition, if requested by the Administrative Agent, or the Majority Lenders (through the Administrative Agent), if such violation would arisethe Company shall have delivered to the Administrative Agent an Acquisition Environmental Survey, in form and substance reasonably satisfactory to the Majority Lenders reflecting that the Acquired System will not be subject to any material environmental liabilities; (I) to the extent requested by the Administrative Agent, or such action would be required the Majority Lenders (through the Administrative Agent), the Company shall have delivered evidence satisfactory to be takenthe Administrative Agent and the Majority Lenders that the Company and its Restricted Subsidiaries will not become liable, solely contingently or otherwise, in respect of any material tax or ERISA liability of the Seller of the Acquired System as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor. (b) If, at any time prior to the seventh anniversary of the date of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; providedand (J) the Company shall have delivered to the Administrative Agent (which shall promptly forward copies thereof to each Lender) a revised Part A of Schedule III hereto, and revised Schedules IV and VII hereto, such that after giving effect to such right acquisition, the representations set forth in Sections 7.15(a), 7.17, 7.18, 7.19 and 7.20 hereof (assuming that each reference to the Effective Date therein referred to the date such acquisition is consummated (after giving effect thereto)) shall be subject to any applicable contractual or other restrictions by which true and complete as of such Target Affiliated Distributor is bounddate.

Acquisitions. (a) Notwithstanding anything in this Agreement to the contrary, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor No Company shall be (i) deemed to be in violation of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreementeffect an Acquisition; provided, however, that nothing a Company may effect an Acquisition so long as such Acquisition meets all of the following requirements: (a) in this Section 3.6(a) the case of a merger, amalgamation or other combination including a Borrower, such Borrower shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor.surviving entity; (b) Ifin the case of a merger, amalgamation or other combination including a Credit Party (other than a Borrower), a Credit Party shall be the surviving entity; (c) the business to be acquired shall be similar, or related to, or incidental to the lines of business of the Companies; (d) the Companies shall be in full compliance with the Loan Documents both prior to and after giving pro forma effect to the transaction; (e) if the Accounts and Inventory acquired in connection with such Acquisition are proposed to be included in the determination of the Borrowing Base, Agent shall have conducted a field examination and appraisal of such Accounts and Inventory to its reasonable satisfaction; (f) the Fixed Charge Coverage Ratio, as determined for the most recently completed four fiscal quarters of Gibraltar, shall have been no less than 1.25 to 1.00; (g) Borrowers shall have provided to Agent, at any time least five Business Days prior to the seventh anniversary such Acquisition, historical financial statements of the date target entity and a pro forma financial statement of this Agreement, the Companies accompanied by a certificate of a Financial Officer showing (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent pro forma compliance with Section 6.17(a)(x5.7 hereof, both before and after giving effect to the proposed Acquisition, (ii) Revolving Credit Availability of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gainsno less than Fifty Million Dollars ($50,000,000) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amountafter giving effect to such Acquisition, and (iii) that the target entity has generated positive Target EBITDA (excluding proposed synergies or other post acquisition actions or enhancements) for the most recently completed twelve (12) consecutive calendar months prior to such Acquisition; and (h) the aggregate Consideration paid by the Companies (i) shall not exceed the aggregate amount of Seventy-Five Million Dollars ($75,000,000), or (ii) Parent or its Affiliates are permitted which, when added to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right all other Acquisitions for all Companies during the remainder Commitment Period, would not exceed the aggregate amount of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundOne Hundred Fifty Million Dollars ($150,000,000).

Acquisitions. The Borrower shall not, and shall not permit any ------------ Subsidiary of Borrower to, make any Acquisitions; provided, however, if immediately prior to and after giving effect to the proposed Acquisition there shall not exist a Default or Event of Default, the Borrower or any Subsidiary of the Borrower may make Acquisitions so long as (ai) such Acquisition shall not be opposed by the board of the directors of the Person being acquired, (ii) Lenders shall have received written notice at least 15 Business Days prior to the date of such Acquisition, (iii) the Administrative Lender shall have received at least 10 Business Days prior to the date of such Acquisition a Compliance Certificate setting forth the covenant calculations both immediately prior to and after giving effect to the proposed Acquisition, (iv) the assets, property or business acquired shall be in the business described in Section 4.1(d) hereof -------------- and the Administrative Lender for the benefit of the Lenders shall have a first priority Lien in such assets except for Liens permitted in clause (f) of the definition of Permitted Liens, (v) the aggregate consideration (exclusive of Equity in the Borrower or any Subsidiary of the Borrower, but inclusive of any Indebtedness incurred or assumed by the Borrower or any Subsidiary of the Borrower) paid or given by the Borrower and/or Borrower's Subsidiaries during any calendar year in connection with Acquisitions shall not exceed $20,000,000 and (vi) at the Borrower's option, (A) such Subsidiary shall execute a Subsidiary Guaranty of the Obligations and a Security Agreement granting a first priority Lien in all its assets of the types or classes included in the Collateral, except for Liens permitted in clause (f) of the definition of Permitted Liens, to secure the Obligations and (B) the Lenders receive such board resolutions, officer's certificates and opinions of counsel as the Administrative Lender shall reasonably request in connection with the actions described in clause (A) above. Notwithstanding anything in this Section 7.6 or ----------- any other provision of this Agreement to the contrary, but subject the aggregate amount of expenditures in respect of Acquisitions of, and Investments in, Subsidiaries of the Borrower that are not Obligors shall not exceed (calculated immediately prior to Section 3.6(b), neither Parent nor any International Parent Distributor shall be (i) deemed to be in violation of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(aeach such Investment or Acquisition) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider 5% of such Product or New Product to such International Parent Distributor. (b) If, Net Worth at any time prior to the seventh anniversary of the date of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundoutstanding.

Acquisitions. At such time as any Originator acquires the assets of another Person, including that Person’s receivables (a) Notwithstanding anything in this Agreement to such receivables, together with receivables generated by that Person after its acquisition by such Originator as well as receivables generated by such Originator through the contrarybusiness groups/branches/division of that Person, but subject to Section 3.6(buntil their respective Inclusion Dates, collectively, “Acquisition Receivables”), neither Parent nor the Servicer shall notify the Facility Agents. At such time as the Acquisition Receivables relating to a particular acquisition are first reported on an Approved Data Reporting System (which, in some cases, may be their date of acquisition), such Acquisition Receivables will become Receivables hereunder and under the Purchase and Contribution Agreement (each such time, the “Inclusion Date”). In connection with each Inclusion Date, the Required Facility Agents will promptly determine, which determination will be evidenced in writing from the Required Facility Agents, after receipt from the Seller and such Originator of appropriate data and conducting of any International Parent Distributor shall necessary due diligence, whether the applicable Acquisition Receivables may be (i) deemed considered to be in violation of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this AgreementEligible Receivables; provided, however, that nothing in this Section 3.6(aif, on the applicable Inclusion Date, such related Acquisition Receivables, together with other Acquisition Receivables which became Receivables hereunder on their respective Inclusion Dates during the 12-month period ending the last day of month preceding such Inclusion Date (with the Outstanding Balance of each pool of Acquisition Receivables determined at the applicable Inclusion Date), are less than 5.0% of the average Outstanding Balance of all Receivables during such 12-month period (before giving effect to such most recent Inclusion Date) satisfy all eligibility criteria, then such Receivables shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement automatically be determined to be the exclusive provider of such Product or New Product to such International Parent Distributor“Eligible Receivables”. (b) If, at any time prior to the seventh anniversary of the date of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is bound.

Acquisitions. The first sentence of Section 5.16(c) of the APA shall be amended and restated in its entirety to read as follows: “For a period of five (a5) Notwithstanding anything in this Agreement to years from the contraryClosing Date, but subject to except as permitted by Section 3.6(b5.16(d), neither Parent Seller nor any International Parent Distributor of its Subsidiaries or other controlled affiliates shall be (iand Seller shall cause its Subsidiaries and other controlled affiliates not to), directly or indirectly (including through any licenses, reorganizations, sales, transfers or grants of assets or rights or other transactions), (A) deemed to be operate, engage or participate in, carry on in violation any manner, or have an ownership interest in any other Person engaged in, any business activities that are included within the definition of this Agreement the Business, or that otherwise compete in enterprise markets with the Business, in each case in the jurisdictions in which any of Seller or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business Subsidiaries conducted any part of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor. (b) If, at any time Business prior to the seventh anniversary of Closing (the date of “Covered Business”) or (B) have an ownership interest in, or operate, any Person or business, and their respective successors, assigns and affiliates, set forth on Schedule IV (such Person or business, and their respective successors, assigns and affiliates (for this Agreementpurpose, affiliates shall not include the portfolio companies (i) Parent acquires a Target Business other than such Person or business (as defined in the Acquisition Agreementor their respective successors or assigns), of which the net revenues its Subsidiaries and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(xother controlled affiliates) of the Acquisition Agreementany shareholders of such Person or business), anda “Designated Enterprise Competitor”); provided that, if a Designated Enterprise Competitor (for the avoidance of doubt, excluding realized gainsall or substantially all of the equity interests or assets of such Designated Enterprise Competitor) derived from a Competitive Business is acquired (as defined in the Acquisition Agreement) are more than a de minimis amountwithout any direct or indirect involvement, and (ii) Parent encouragement or participation by Seller or its Affiliates are permitted affiliates) after the date hereof by a company (that is not a Designated Enterprise Competitor and is not an affiliate of Seller) that, together with its Subsidiaries, predominately operates a consumer business and such Designated Enterprise Competitor’s revenue for the 12 months prior to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) the acquisition is less than 25% of the Acquisition Agreementconsolidated revenues of the combined company’s total revenue for the same period, then Purchaser through the Purchaser Insurers combined company shall have the right during the remainder of such seven-year period to not be deemed a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundDesignated Enterprise Competitor.”

Acquisitions. No Company shall effect an Acquisition; provided that a Company may effect any Acquisition so long as: (a) Notwithstanding anything in this Agreement to the contrarycase of an Acquisition that involves a merger, but subject to Section 3.6(b)amalgamation or other combination including a Borrower, neither Parent nor any International Parent Distributor such Borrower shall be (i) deemed to be in violation of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor.surviving entity; (b) Ifin the case of an Acquisition that involves a merger, at any time prior to the seventh anniversary of the date of this Agreementamalgamation or other combination including a Credit Party (other than a Borrower), (i) Parent acquires a Target Business (as defined in Credit Party shall be the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amountsurviving entity, and (ii) Parent if at least one of the Credit Parties is a Domestic Credit Party, a Domestic Credit Party shall be the surviving entity; (c) the business to be acquired shall be similar or its Affiliates are permitted related to acquire the lines of business of the Companies; (d) no Default or Event of Default shall exist prior to or, after giving pro forma effect to such Target Business pursuant Acquisition, thereafter shall begin to Sections 6.17(a)(xexist; (e) such Acquisition is not actively opposed by the board of directors (or 6.17(a)(xisimilar governing body) of the Acquisition Agreementselling Persons or the Persons whose equity interests are to be acquired; (f) for Acquisitions the consideration of which is in excess of Twenty Million Dollars ($20,000,000), then Purchaser through the Purchaser Insurers Borrowers shall have provided to the right during Administrative Agent and the remainder Lenders (i) at least ten (10) days prior to such Acquisition (or such shorter time as may be agreed to by the Administrative Agent in its reasonable discretion), (A) historical financial statements of the target entity and a pro forma financial statement of the Universal Group accompanied by a certificate of a Financial Officer showing pro forma compliance with the financial covenants set forth in Section 5.7 hereof), both before and after giving effect to the proposed Acquisition and (B) a copy of the quality of earnings report with respect to the target, if one was prepared in connection with such Acquisition, and (ii) such other information regarding the Acquisition as the Administrative Agent and the Lenders may reasonably request; (g) the Liquidity Amount shall be no less than Twenty-Five Million Dollars ($25,000,000) both prior to and after giving pro forma effect to such Acquisition; (h) the Leverage Ratio, both prior to and after giving pro forma effect to such Acquisition, is less than one quarter (0.25) turn below the Leverage Ratio requirement then in effect pursuant to Section 5.7(a) hereof; and (i) on or prior to the closing date for such Acquisition, the Borrowers shall have delivered to the Administrative Agent an officer’s certificate of the Borrowers, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in subparts (a) through (h) above have been satisfied or will be satisfied on or prior to the consummation of such seven-year period to be a provider to each Target Affiliated DistributorAcquisition, if any, on a non-exclusive Level Playing Field basis, along with executed copies of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundthe Acquisition documents.

Acquisitions. (a) Notwithstanding anything in this Agreement to the contrary, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor No Company shall be (i) deemed to be in violation of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreementeffect an Acquisition; provided, however, that nothing a Company may effect an Acquisition so long as: (a) in this Section 3.6(a) the case of a merger, amalgamation or other combination including a Borrower (other than US Borrower), such Borrower shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer be the surviving entity and, if such Purchaser Insurer has the right under this Agreement merger, amalgamation or any International Selling Agreement to other combination includes US Borrower, US Borrower shall be the exclusive provider of such Product or New Product to such International Parent Distributor.surviving entity; (b) Ifin the case of a merger, at any time amalgamation or other combination including a Credit Party (other than a Borrower), a Credit Party shall be the surviving entity; (c) the business to be acquired shall be similar or complimentary to the lines of business of the Companies; (d) the Companies shall be in full compliance with the Loan Documents both prior to and after giving pro forma effect to such Acquisition; (e) no Default or Event of Default shall exist prior to or after giving pro forma effect to such Acquisition, thereafter shall begin to exist; (f) such Acquisition is not actively opposed by the seventh anniversary board of directors (or similar governing body) of the date selling Persons or by a majority of this Agreementthe Persons whose equity interests are to be acquired; (g) the purchase price for any Acquisition by a Foreign Subsidiary that is not a Credit Party, or of a Foreign Subsidiary by a Domestic Subsidiary that is not a Credit Party, shall be solely from (i) Parent acquires a Target Business the cash-flow of one or more Foreign Subsidiaries, (as defined ii) the proceeds of the Loans made to one or more Foreign Borrowers, or (iii) Indebtedness incurred in the Acquisition Agreementaccordance with and subject to Section 5.8(h), Section 5.8(n) and/or Section 5.8(o) hereof; (h) the purchase price for any Acquisition by a Foreign Borrower or a Foreign Guarantor of Payment shall be from (i) the cash-flow of one or more Foreign Subsidiaries, (ii) the proceeds of the Loans made to one or more Foreign Borrowers, or (iii) Indebtedness incurred in accordance with and subject to Section 5.8(h), Section 5.8(n) and/or Section 5.8(o) hereof; (i) with respect to any Acquisition the Consideration for which is in excess of Fifty Million Dollars ($50,000,000), US Borrower shall have provided to Agent and the net revenues Lenders, at least ten (10) Business Days following such Acquisition, historical financial statements of the target entity and net earnings (in each case, calculated in a manner consistent pro forma financial statement of the Companies accompanied by a certificate of a Financial Officer of US Borrower showing pro forma compliance with Section 6.17(a)(x) of 5.7 hereof, both before and after the Acquisition Agreement, andproposed Acquisition; provided that, for the avoidance purpose of doubtcomplying with the notice and disclosure requirements set forth in this subsection (i), excluding realized gains) derived from a Competitive Business (as defined in the amount of Consideration for an Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted shall be deemed to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) be US Borrower’s best estimate of the total Consideration to be paid for such Acquisition Agreement, then Purchaser through the Purchaser Insurers in accordance with SEC disclosure and calculation requirements; and (j) US Borrower shall have the right during the remainder Available Liquidity of no less than Twenty-Five Million Dollars ($25,000,000) after giving effect to such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundAcquisition.

Acquisitions. (a) Notwithstanding anything in this Agreement Except for those Acquisitions described on Schedule “Q”, a Transacting Party shall give prompt notice to the contrary, but subject other Transacting Parties at any time from the date hereof until the earlier to Section 3.6(b), neither Parent nor any International Parent Distributor shall be (i) deemed to be in violation occur of the termination of this Agreement or pursuant to its terms and the Effective Time, of any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required Acquisitions with an aggregate price in excess of US$5 million proposed to be takenconsummated by such Transacting Party, solely as a result and all such Acquisitions must be consented to in advance by at least two (2) out of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; providedthree (3) other Transacting Parties, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributoracting reasonably. (b) IfThe terms of any Acquisition may provide for, at any time prior to as consideration for such Acquisition, the seventh anniversary issuance of the date securities of this Agreement, a Transacting Party (“Acquisition Securities”) including: (i) Parent acquires B▇▇▇▇ Shares, Briteside Membership Interests, Sea Hunter Membership Interests, SVT Shares, as applicable, which shall be exchanged for Resulting Issuer Common Shares or Resulting Issuer Compressed Shares, as applicable, under the Business Combination; (ii) other convertible securities of a Target Transacting Party, as Transacting Parties may approve, provided that such convertible securities provide for an automatic conversion thereof into Resulting Issuer Common Shares or Resulting Issuer Compressed Shares, as the case may be; and/or (iii) an agreement to increase the consideration for the Acquisition in an amount not to exceed the difference in between (A) if greater, the value of the Resulting Issuer Common Shares or Resulting Issuer Compressed Shares, as the case may be, at a conversion price measured by reference to the 10-day volume weighted average price of the Resulting Issuer Common Shares on the CSE immediately following the tenth Business Day after the consummation of the Business Combination and (B) the value of the Resulting Issuer Common Shares or Resulting Issuer Compressed Shares, as defined the case may be, issued in the Acquisition AgreementAcquisition. (c) Except as contemplated in Section 4.6(a), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) Transacting Parties agree that the issuance of the Acquisition AgreementSecurities in an Acquisition contemplated in Section 4.13(b) shall effectively dilute each Transacting Party’s Proportionate Interest, and, for after giving effect to the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) issuance of the Acquisition AgreementSecurities. (d) Notwithstanding the foregoing, then Purchaser through no Transacting Party shall close an Acquistion (including those Acquisitions described on Schedule “Q”) that would prevent the Purchaser Insurers shall have Section 351 Transactions from qualifying as tax-deferred transactions within the right during meaning of Section 351 of the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundCode.

Acquisitions. The Borrower will not, nor will it permit any of its Subsidiaries to, acquire any business or property from, or Capital Stock of, or be a party to any acquisition of, any Person, or acquire any option to make any such acquisition, except: (a) Notwithstanding anything in this Agreement to the contrarypurchases of inventory, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be (i) deemed programming rights and other property to be in violation of this Agreement sold or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged used in the distribution ordinary course of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor.business; (b) IfInvestments permitted under Section 7.07; (c) Restricted Payments permitted under Section 7.08; (d) Capital Expenditures of the Borrower and its Subsidiaries; (e) the Borrower and its Subsidiaries may consummate any Acquisition (including the exercise of the ▇▇▇▇▇▇▇▇▇▇ Options), provided that, if applicable: (i) (A) in the case of Acquisitions other than TV/Radio Acquisitions under this clause (e), both immediately prior to and after giving effect to such Acquisition, no Default shall have occurred and be continuing (and, in the case of such Acquisition, the Total Indebtedness Ratio at such time shall not exceed 7.00 to 1.00, calculated on a pro forma basis as if such Acquisition had been consummated on the first day of the relevant period) and (B) in the case of TV/Radio Acquisitions under this clause (e), both immediately prior to and after giving effect to such TV/Radio Acquisition, no Default shall have occurred and be continuing (and, in the case of such TV/Radio Acquisition, the Borrower shall be in compliance with the First Lien Indebtedness Ratio required under Section 7.11 at such time, in each case calculated on a pro forma basis as if such Acquisition had been consummated on the first day of the relevant period); (ii) each assignment or transfer of control of Broadcast Licenses to the Borrower or any time of its Subsidiaries shall have been approved by: (A) an Initial FCC Order, if (i) the Borrower has made a good faith determination that the seller is an established entity that would be reasonably likely to refund the purchase price in the event of reversal or rescission of the Initial FCC Order and (ii)(x) the application or applications seeking FCC consent to such Acquisition have not been contested by a third party or (y) in the event the application or applications seeking FCC consent to such Acquisition have been contested by a third party, the Borrower shall have provided the Administrative Agent with appropriate supporting documentation, including, without limitation, a certificate signed by the President, a Vice President, a Financial Officer or Secretary of the Borrower and copies of an opinion of FCC counsel that there is no reasonable likelihood of reversal or rescission of the Initial FCC Order; or (B) a Final FCC Order, in all other cases (including the exercise of the ▇▇▇▇▇▇▇▇▇▇ Options); (iii) if the Administrative Agent or the Required Lenders shall have so requested, the Administrative Agent shall have received an opinion of FCC counsel satisfactory to the Administrative Agent or the Required Lenders, as the case may be, in its (or their) reasonable judgment to the effect that such transfer shall have been so approved by an Initial FCC Order or a Final FCC Order, as the case may be, and that such Broadcast Licenses have been validly assigned to the Borrower or such Subsidiary; (iv) if the Aggregate Consideration for such Acquisition is equal to or greater than $15,000,000, the Borrower shall furnish to the Lenders a certificate showing calculations (after giving effect to borrowings and prepayments hereunder to be made on such date and calculated on a pro forma basis as if such Acquisition had been consummated on the first day of the period of four fiscal quarters of the Borrower ending on or most recently ended prior to such date) in reasonable detail that demonstrate that such Acquisition will not result in a Default under Section 7.11; (v) if the Aggregate Consideration for such Acquisition is equal to or greater than $15,000,000, no later than the date falling ten Business Days (or such shorter period as the Administrative Agent may agree) prior to the seventh anniversary date that such Acquisition is consummated, the Borrower shall have delivered to the Administrative Agent drafts or executed counterparts of such of the date respective agreements or instruments (including Program Services Agreements) pursuant to which such Acquisition is to be consummated (together with any related option or other material agreements), any schedules or other material ancillary documents to be executed or delivered in connection therewith, all of this Agreementwhich shall be satisfactory in form and substance to the Administrative Agent; (vi) promptly following request therefor, copies of such information or documents relating to such Acquisition as the Administrative Agent or any Lender (ithrough the Administrative Agent) Parent acquires a Target Business shall have reasonably requested; (as defined f) the acquisition of property in connection with any exchanges permitted under Section 7.05; and (g) additional acquisitions of property or assets made after the Sixth Restatement Effective Date, which, when taken together with the aggregate amount of Investments made pursuant to Section 7.07(i), shall not exceed $400,000,000 in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundaggregate.

Acquisitions. The Borrower will not, and will not permit any other Loan Party to, enter into any Acquisition other than an Acquisition (which may be way of a merger with and into the Borrower or another Loan Party so long as the Borrower or the applicable Loan Party is the surviving entity), satisfying the following criteria: (a) Notwithstanding anything any Acquisition of Equity Interests shall require the acquisition of all (but not less than all) of the Equity Interests in this Agreement and to the contraryapplicable Person; (b) no Default or Event of Default shall have occurred and be continuing or, but subject on a pro forma basis, would reasonably be expected to Section 3.6(b)result from such Acquisition; (c) the Borrower can demonstrate, neither Parent nor any International Parent Distributor on a pro forma basis, after giving effect to such Acquisition that (x) there is at least ten percent (10%) availability for Loan Borrowings hereunder and (y) the Senior Leverage Ratio, after giving effect to such Acquisition, is less than 2.50 to 1.00; and (d) the Borrower shall have delivered (or caused to be delivered) to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent in connection with such Acquisition. Notwithstanding the foregoing, nothing herein shall restrict the Borrower from entering into or consummating the Project Pump Acquisition so long as the sum of (a) the consideration attributable to the issuance of equity to the Seller in respect of the Project Pump Acquisition plus (b) the lesser of (i) deemed to be in violation of this Agreement or any International Selling Agreement $10,000,000 or (ii) obligated hereunder or under any International Selling Agreement the aggregate amount of Subordinated Debt incurred to take any action pay a portion of the consideration payable in connection with the Project Pump Acquisition plus (including to make any adjustment to commissions, economic inducements or other benefits for c) the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result proceeds from the issuance of Parent or one additional equity of its Affiliates acquiring assets or a business of any Person engaged the Borrower in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor. (b) If, at any time 30 days prior to the seventh anniversary consummation of the date of this Agreement, (i) Parent acquires a Target Business (as defined in the Project Pump Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) equals at least 50% of the aggregate purchase price payable in connection with the Project Pump Acquisition Agreement, and(excluding, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined fees and expenses in connection with the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundProject Pump Acquisition).

Acquisitions. Consummate any Acquisition without the prior written consent of the Required Lenders except for: (a) Notwithstanding anything in this Agreement any Acquisition to the contrary, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be extent funded with (i) deemed to be in violation proceeds resulting from the issuance of this Agreement common Equity Interests of Parent or any International Selling Agreement Infrastructure or cash capital contributions on account of common Equity Interests of the Parent or Infrastructure or (ii) obligated hereunder Equity Interests of Parent or under Infrastructure, in each case so long as such Acquisition satisfies the following conditions precedent: (i) immediately before and immediately after giving effect to any International Selling Agreement to take any action Acquisition, no Default or Event of Default shall have occurred and be continuing; (including to make any adjustment to commissionsii) all applicable requirements of Sections 10.1.3(b) and 10.1.12 shall have been satisfied; (iii) Agent shall have received a copy of the fully executed acquisition agreement and all amendments thereto (each, economic inducements or other benefits for the Sales Forceas amended, an “Acquisition Agreement”), if relating to the Acquisition; (iv) Agent shall have received copies of the material documents evidencing the closing of the transactions contemplated by such violation would arise, Acquisition Agreement; (v) Obligors shall deliver (or such action would cause to be delivered) to Agent evidence reasonably satisfactory to the Agent that all consents and approvals required to be takenobtained from any Governmental Authority or other Person in connection with the applicable Acquisition shall have been obtained, solely as and all applicable waiting periods and appeal periods shall have expired, in each case without the imposition of any burdensome conditions; and (vi) if such Acquisition is made by a result Subsidiary that is not a Wholly-Owned Subsidiary, then any proceeds resulting from the issuance of common Equity Interests of Parent or one Infrastructure or cash capital contributions on account of its Affiliates acquiring assets or a business common Equity Interests of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product Infrastructure that are contributed to such International Parent Distributor.Subsidiary to make such Acquisition is permitted under Section 10.2.4(l); (b) Ifany Acquisition not permitted under clause (a) above (other than with respect to an Excluded Subsidiary) so long such Acquisition satisfies the following conditions precedent: (i) immediately before and immediately after giving effect to any Acquisition, at the Payment Conditions are satisfied; (ii) all applicable requirements of Sections 10.1.3(b) and 10.1.12 shall have been satisfied; (iii) Agent shall have received such other documents as may be reasonably requested by the Agent in connection with such Acquisition; (iv) Agent shall have received a copy of the fully executed acquisition agreement and all amendments thereto (each, as amended, an “Acquisition Agreement”), relating to the Acquisition; (v) Agent shall have received copies of the material documents evidencing the closing of the transactions contemplated by such Acquisition Agreement; and (vi) Obligors shall deliver (or cause to be delivered) to Agent evidence reasonably satisfactory to Agent that all consents and approvals required to be obtained from any time Governmental Authority or other Person in connection with the applicable Acquisition shall have been obtained, and all applicable waiting periods and appeal periods shall have expired, in each case without the imposition of any burdensome conditions; and (c) to the extent constituting an Acquisition, the Acquisition of Equity Interests of an Excluded Subsidiary on or prior to the seventh anniversary of the date of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundSecond Amendment Effective Date.

Acquisitions. The Borrower shall not, nor shall it permit any of its Subsidiaries to, make an Acquisition in a transaction or related series of transactions unless each of the following criteria is met with each such Acquisition: (a) Notwithstanding anything in this Agreement no Default or Event of Default exists both before and after giving effect to such Acquisition; (b) both before and after giving effect to such Acquisition, Availability is greater than or equal to $15,000,000; (c) such Acquisition is substantially related to the contrarybusiness of the Borrower and Subsidiaries, but subject taken as a whole, and is not hostile; (d) both before and after giving effect to such Acquisition, the Borrower is in pro forma compliance with the Sections 6.17, 6.18, 6.19, and 6.20 and the Borrower has delivered to the Administrative Agent a Compliance Certificate reflecting such pro forma compliance with such Sections; (e) if such Acquisition is an Acquisition of the Equity Interests of a Person, the Acquisition is structured so that the acquired Person shall become a direct or indirect Subsidiary of the Borrower and comply with the provisions of Section 3.6(b), neither Parent nor any International Parent Distributor shall be (i) deemed to be in violation of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force)5.6, if applicable; and if such violation would ariseAcquisition is an Acquisition of assets, the Acquisition is structured so that the Borrower or one of its direct or indirect Subsidiaries shall acquire such action would be required to be takenassets; (f) no Credit Party shall, solely as a result of Parent or one of its Affiliates acquiring assets in connection with any such Acquisition, assume or a business of incur any Person engaged in the distribution of financial services products following the date of this Agreement; provideddirect or contingent liabilities (whether relating to environmental, howevertax, litigation, or other matters) that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to could reasonably be the exclusive provider of such Product or New Product to such International Parent Distributor. (b) Ifexpected, at any time prior to the seventh anniversary as of the date of this Agreementsuch Acquisition, to result in the existence or occurrence of a Material Adverse Change; and (g) if the pro forma Leverage Ratio after giving effect to such Acquisition and as detailed in a certificate delivered by a Responsible Officer of the Borrower, is greater than 2.00 to 1.00, (i) Parent acquires a Target Business the aggregate total consideration (as defined whether paid in cash or in Equity Interest or assumed in liabilities by the purchaser(s)) for such Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, shall not exceed $10,000,000 and (ii) Parent the aggregate total consideration (whether paid in cash or its Affiliates are permitted to acquire in Equity Interest or assumed in liabilities by the purchaser(s)) for all such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers Acquisitions in any fiscal year shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundnot exceed $25,000,000.

Acquisitions. (a) Notwithstanding anything in this Agreement to the contrary, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be (i) deemed Save for Permitted Acquisitions, the Approved Acquisition, subject to be in violation of this Agreement paragraph (iii) below, the Portuguese Acquisition, the P▇▇▇▇▇▇ Acquisition or any International Selling Agreement acquisition pursuant to a Permitted Sale and Leaseback, Permitted Transaction, the Proposed Tax Restructuring or exchange of assets permitted under Clause 22.6(c) (Disposals), no Obligor will, and each Obligor will procure that none of its Subsidiaries will, acquire any business or acquire the whole or substantially the whole of the assets of any person or enter into any agreement so to do without the prior written consent of the Majority Lenders; (ii) obligated hereunder No Obligor will, and each Obligor will procure that none of its Subsidiaries will, lease (or under otherwise acquire the use of) any International Selling Agreement premises other than in the ordinary course of business or pursuant to take any action a Permitted Sale and Leaseback; and (including to iii) United Biscuits Iberia, S.L. may only make any adjustment to commissions, economic inducements the Portuguese Acquisition if the following conditions are satisfied: (A) no Event of Default or other benefits for the Sales Force), if such violation would arise, Potential Event of Default has occurred and is continuing or such action would be required to be taken, solely will occur in each case as a result of Parent the implementation and of such Portuguese Acquisition; (B) such Portuguese Acquisition is funded with the proceeds of the 2004 Bonds and is made for a purchase price of approximately €40,000,000 (excluding transaction costs); (C) the Agent receives the following upon the Portuguese Escrow Release Date (provided that with respect to paragraphs (1) and (2), to the extent that Portuguese Security Documentation would be rendered ineffective, illegal or one unenforceable by the Portuguese Merger, the Agent receives the items specified in such paragraphs (1) and (2) on the date that is the earlier of its Affiliates acquiring assets such Portuguese Merger and 4 months after the Portuguese Escrow Release Date): (1) legal opinions, satisfactory to the Agent, as to matters of Spanish and Portuguese law and the laws of any other relevant jurisdiction, as required, in relation to Portuguese Security Documentation; (2) certified copies of the Constitutional Documents (or a business certificate confirming that the Constitutional Documents delivered pursuant to the Original Senior Facilities Agreement remain in effect in such form unamended) and corporate authorities for each Group Company entering into the Portuguese Security Documentation; (3) certified copies of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product Constitutional Documents (or a New Product offered by a Purchaser Insurer if certificate confirming that the Constitutional Documents delivered pursuant to the Original Senior Facilities Agreement remain in effect in such Purchaser Insurer has form unamended) and corporate authorities for each Group Company entering into documents relating to the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor.Portuguese Acquisition; (b4) If, at any time prior a certificate confirming that all conditions precedent to all documentation relating to the seventh anniversary Portuguese Acquisition have been satisfied and/or waived and that the Portuguese Acquisition has been consummated substantially in accordance with the acquisition documents relating to the Portuguese Acquisition and that no amendments, modifications or waivers which would be prejudicial to the Lenders in any material respect have been made to the acquisition documents after signing without the prior written consent of the date of this AgreementAgent; (5) confirmation that all governmental, (i) Parent acquires a Target Business (as defined in shareholder and third party consents, approvals, authorisations, licences, exemptions, filings, notarisations, registrations and regulatory clearances necessary to carry out the Portuguese Acquisition Agreement), of which the net revenues have been obtained and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) all applicable waiting periods have expired without any actions to affect any aspect of the Portuguese Acquisition Agreement, and, having been taken; (6) confirmation of the structure finally selected for the avoidance of doubtPortuguese Acquisition, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, applicable Spanish thin capitalisation rules and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) the structure of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such sevenGroup post-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, and (7) confirmation that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is bound.the Parent has carefully considered all the due diligence carried out in connection with the Portuguese Acquisition and that:

Acquisitions. The Parent shall not, and shall not permit any of its Subsidiaries to, make any Acquisitions; provided, however, if immediately prior to and after giving effect to the proposed Acquisition there shall not exist a Default or Event of Default, the Parent or any of its Subsidiaries may make Acquisitions so long as (a) Lenders shall have received written notice at least 30 Business Days prior to the date of such Acquisition, (b) if the Acquisition Consideration for such Acquisition exceeds $20,000,000, (A) the Administrative Agent shall have received at least 20 Business Days prior to the date of such Acquisition a Compliance Certificate setting forth the covenant calculations both immediately prior to and after giving effect to the proposed Acquisition and (B) notwithstanding the calculation of Applicable Margin set forth in SECTION 1.1 hereof, the commitment fee set forth in SECTION 2.4(a) hereof or the fee for Letters of Credit set forth in SECTION 2.15(f)(i) hereof, the Applicable Margin, such commitment fee and such Letter of Credit fee shall be adjusted effective as of the date of such Acquisition based on a pro forma calculation of the Leverage Ratio for the four fiscal quarters immediately preceding the date of such Acquisition, (c) the assets, property or business acquired shall be in the business described in SECTION 4.1(d) hereof, (d) if such Acquisition results in a Domestic Subsidiary directly owned by the Parent or a Domestic Subsidiary of the Parent, (A) such Subsidiary shall execute a Subsidiary Guaranty and (B) the Lenders receive such board resolutions, officer's certificates and opinions of counsel as the Administrative Agent shall reasonably request in connection with the Subsidiary Guaranty, (e) if such Acquisition results in a Foreign Subsidiary, (A) 66% of such Subsidiary's Capital Stock shall be pledged to secure the Obligations pursuant to a Pledge Agreement and (B) the Lenders receive such board resolutions, officer's certificates and opinions of counsel as the Administrative Agent shall reasonably request in connection with clause (A) immediately preceding and (f) the Person or assets being acquired shall have had EBITDA (but calculated with respect to such Person or assets) of greater than zero for the twelve-month period immediately preceding the date of Acquisition. Notwithstanding anything in this SECTION 7.6 or any other provision of this Agreement to the contrary, but subject the Acquisition Consideration for any single Acquisition shall not exceed $40,000,000, and (b) the aggregate amount of expenditures made on and after the Agreement Date in respect of Acquisitions of, and Investments made on and after the Agreement Date in, Foreign Subsidiaries by the Parent shall not exceed (calculated immediately prior to Section 3.6(b), neither Parent nor any International Parent Distributor shall be (i) deemed to be in violation of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(aeach such Investment or Acquisition) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider 50% of such Product or New Product to such International Parent Distributor. (b) If, Net Worth at any time prior to the seventh anniversary of the date of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundoutstanding.

Acquisitions. Make any Acquisition, in any manner whatsoever, directly or indirectly, other than an Acquisition required for the purpose of carrying on its business in the ordinary course, or permit any Subsidiary or Subsidiaries to be constituted otherwise than in accordance with the provisions of Section 13.10, except that (a) Notwithstanding anything the members of the VL Group shall be permitted to make Acquisitions in this Agreement the Core Business and permitted to create Subsidiaries (to the contrary, but subject to Section 3.6(b), neither Parent nor extent any International Parent Distributor shall be such Subsidiaries are Acquired as part of any such Acquisition) if: (i) deemed no Default or Event of Default exists at the time, (ii) paying the purchase price in respect of such Acquisition will not cause a Default or Event of Default, and (iii) any Person which is Acquired or created as a Subsidiary, if any, as a result of such Acquisition, becomes a member of the VL Group (other than in relation to a Spectrum Auction and Purchase, in which case Section 4.2.1 shall apply) and provides the Security contemplated by Section 4.2.1 or Article 9, subject to the exception contemplated by Section 9.3, as the case may be, (b) Acquisitions may be made of and between members of the VL Group to the extent that the Borrower complies with the provisions of Section 12.12, (c) any member of the VL Group shall be permitted to acquire Back-to-Back Securities in violation an amount not exceeding the amount of this Agreement the corresponding Back-to-Back Securities, and shall also be permitted to acquire property as part of a Tax Benefit Transaction, provided that (A) no Default or Event of Default exists at the time and (B) acquiring such Back-to-Back Securities or property as part of a Tax Benefit Transaction will not cause a Default or an Event of Default, and (d) any International Selling Agreement member of the VL Group shall be permitted to acquire Equity Interests of any of its Affiliates to the extent such Equity Interests are converted in full into cash (pursuant to a redemption or other transaction by such Affiliate) either (i) substantially contemporaneously with the Acquisition, provided that (A) prior to the Acquisition, such Affiliate shall provide a Solvency Certificate from one of its senior financial officers, (B) no Default or Event of Default exists at the time and (C) acquiring such Equity Interests and the redemption or other transaction that follows will not cause a Default or an Event of Default, or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following within 3 Business Days after the date of this Agreement; providedthe Acquisition, however, provided that nothing in this Section 3.6(asuch case (A) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor. (b) If, at any time prior to the seventh anniversary Acquisition, at the request of the date of this AgreementAgent, acting reasonably, such Affiliate shall provide a Solvency Certificate from a reputable third party acceptable to the Agent, (iB) Parent acquires a Target Business (as defined in no Default or Event of Default exists at the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amounttime, and (iiC) Parent or its Affiliates are permitted to acquire acquiring such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of Equity Interests and the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual redemption or other restrictions by which such Target Affiliated Distributor is boundtransaction that follows will not cause a Default or an Event of Default.

Acquisitions. (a) Notwithstanding anything in this Agreement When the Borrower or any of its Subsidiaries desires to make an Acquisition, the Borrower shall deliver, or cause to be delivered, to the contraryAgent and each Lender, but subject not less than ten (10) Business Days (three (3) Business Days in the case of an Acquisition in respect of which the Acquisition Cost is less than $10,000,000) prior to Section 3.6(bconsummation of such Acquisition, an acquisition summary with respect to the Target and such potential Acquisition, such summary to include a reasonably detailed description of the Target and its business (including financial information) and operating results (including financial statements), neither Parent nor any International Parent Distributor shall be (i) deemed to be in violation the terms and conditions, including economic terms, of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissionsthe proposed Acquisition, economic inducements or other benefits for and the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result Borrower's calculation of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider Pro Forma EBITDA of such Product or New Product to such International Parent DistributorTarget. (b) If, at The Borrower will not consummate and will not permit any time prior to the seventh anniversary Subsidiary of the date Borrower to consummate any Acquisition unless all of this Agreement, the following conditions are satisfied: (i) Parent acquires a the Target Business (as defined must be in the Acquisition Agreement)same or a related line of business as the Borrower and its Subsidiaries, and the transaction must be structured as an asset purchase by, or merger with, a Wholly-Owned Subsidiary or a purchase by the Borrower or a Wholly-Owned Subsidiary of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) all of the Acquisition Agreement, and, for the avoidance capital stock and other equity interests of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and such Target; (ii) Parent or its Affiliates the Target must not have material contingent liabilities unless either (x) such liabilities are permitted to acquire such Target Business cash collateralized pursuant to Sections 6.17(a)(xappropriate escrow arrangements or are covered by insurance or (y) such liabilities, individually and when combined with contingent liabilities of Targets theretofore acquired by the Borrower after the Closing Date, do not exceed, in the aggregate, $1,000,000; (iii) no Default or 6.17(a)(xi) Event of the Acquisition Agreement, then Purchaser through the Purchaser Insurers Default shall have the right during the remainder occurred and be continuing or would arise as a result of such seven-year period Acquisition; (iv) on a pro forma basis after giving effect to be a provider to each Target Affiliated Distributorsuch Acquisition, including the incurrence or assumption of Indebtedness in connection therewith and the funding of Loans, if any, the Leverage Ratio on a pro forma basis shall not exceed the Maximum Leverage Ratio set forth in Section 6.2; (v) the aggregate purchase price (including the fair market value of any non-exclusive Level Playing Field basis, cash component of such purchase price and amounts paid to refinance prior Indebtedness of the Target) to be paid by the Borrower or its Subsidiaries (all such items being collectively referred to as the "Acquisition Cost") for any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right single Acquisition shall be subject less than $10,000,000; (vi) the Agent shall have approved the Borrower's computation of Pro Forma EBITDA, notwithstanding that consent to any applicable contractual or other restrictions by the Acquisition with respect to which such Target Affiliated Distributor Pro Forma EBITDA is bound.being determined may not be required; and

Acquisitions. (a) Notwithstanding anything 13.1 Where either party makes an acquisition in this Agreement which it has majority ownership and the acquiring party has control to cause the acquisition to offer an intellectual property license relating to WDM Products Business to the contraryCompany, but immediately after the completion of the acquisition the Company will be offered a nonexclusive, Non-assignable license limited to use for the WDM Product Business based on commercially reasonable terms including lump sum and royalty terms. The Company shall have a period of thirty (30) days from the date of such offer to accept such license. Neither party is otherwise obligated to license or otherwise share such intellectual property with the Company or the other party. 13.2 Notwithstanding the voting provision contained in Section 10.1, where either OCLI or JDS makes an acquisition in which it has majority ownership (the "Acquiring Party") and the acquisition's existing business includes WDM Products Business, the Acquiring Party shall offer to the joint venture, immediately after the completion of the acquisition, acting through the members of the Management Committee or the governing body of the Company who are unaffiliated with the Acquiring Party, the right to have the Acquiring Party's share of Transaction Profits of the acquisition's WDM Products Business included in the calculation of Profit sharing between the parties pursuant to Article VI of this Agreement. If the joint venture so elects within thirty (30) days from the date of such offer to so participate, as consideration for the right to so share in such Transaction Profits, the Acquiring Party shall be compensated by the non-acquiring party (the "Other Party"), in cash or other consideration acceptable to the Acquiring Party, an amount that shall be equal to the portion of the acquisition costs, including expenses (including costs associated with determining the portion of the acquired company's business allocable to the WDM Products Business), that is attributed to the WDM Business of the acquired company (reflecting the fact that the non-acquiring party will be acquiring a Profit interest without any equity ownership, and taking into account the remaining term of the Agreement under Section 9.2, and subject to Section 3.6(b)additional payments by the Other Party at the beginning of each renewal term of the Agreement) times one-third where OCLI is the Other Party and two-thirds where JDS is the Other Party. Alternatively, neither Parent nor any International Parent Distributor the Acquiring Party may at its sole option agree with the Other Party to adjust the Profit sharing pursuant to Article VI to replace a portion or all of the said cash amount. If the joint venture does not so elect within the specified time period, the acquired company's business shall be (i) deemed to be in violation completely outside the scope of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would and not be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged included in the distribution calculation of financial services products following Profit. For greater certainty, where the date of this Agreement; providedAcquiring Party is OCLI, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent DistributorOther Party is JDS and vice-versa. (b) If, at any time prior to the seventh anniversary of the date of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is bound.

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for any Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, unless: (a) Notwithstanding anything in this Agreement the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the contraryline or lines of business of the Person to be acquired are the same as, but subject similar to Section 3.6(b)or related to one or more line or lines of business conducted by SEI and its Subsidiaries; (b) no Default or Event of Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition; (c) immediately after giving effect thereto, neither Parent nor any International Parent Distributor Available Liquidity shall be greater than or equal to $25,000,000; (d) the Person acquired shall either (i) deemed to be in violation a wholly-owned Domestic Subsidiary, or be merged into SEI or an SEI Guarantor, immediately upon consummation of this Agreement the Acquisition (or any International Selling Agreement if assets are being acquired, the acquiror shall be SEI or a SEI Guarantor), or (ii) obligated hereunder be a wholly-owned Subsidiary of one or under any International Selling Agreement to take any action both of the PR Borrowers or of a PR Guarantor, or be merged into a PR Borrower or a PR Guarantor, immediately upon the consummation of the Acquisition (including to make any adjustment to commissionsor if assets are being acquired, economic inducements the acquiror shall be a PR Borrower or other benefits for the Sales Forcea PR Guarantor), if such violation would arise, or such action would be required to be taken, solely as a result provided that the aggregate Cost of Parent or one Acquisition of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of all Acquisitions permitted under this Agreement; provided, however, that nothing in this Section 3.6(apart (d)(ii) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor.not exceed $30,000,000; (be) If, at any time prior to the seventh anniversary of the date of this Agreement, either: (i) Parent acquires after giving pro forma historical effect to such Acquisition, (A) the Consolidated Leverage Ratio shall be at least 0.50 less than the then maximum permitted Consolidated Leverage Ratio under Section 7.01(a) (e.g., if the maximum permitted Consolidated Leverage Ratio at the time of the applicable Acquisition is 5.00 to 1.00, then the maximum Consolidated Leverage Ratio required to comply with this clause is 4.50 to 1.00) and (B) the Consolidated Senior Secured Leverage Ratio shall be less than or equal to 1.25 to 1.00, in each case which shall be demonstrated in a Target Business Compliance Certificate delivered pursuant to subsection (as defined f)(ii) below or, in the event no such Compliance Certificate is required and the Cost of Acquisition Agreementof such Acquisition exceeds $5,000,000, in a separate calculation provided to the Administrative Agent, or (ii) the Cost of Acquisition of such Acquisition, when combined with the Cost of Acquisition of all other Acquisitions consummated since the beginning of the then-current fiscal year, does not exceed the sum of (A) $75,000,000, and (B) the amount permitted by this subsection (e)(ii) (without giving effect to any Acquisition consummated in reliance on subsection (e)(i), of which the net revenues and net earnings () but not used in each caseprevious fiscal year (including cumulative carryovers) beginning with the fiscal year ending October 31, calculated 2009; and (f) in a manner consistent with Section 6.17(a)(xthe event the Cost of Acquisition of such Acquisition exceeds $20,000,000, SEI shall have furnished to the Administrative Agent (i) pro forma historical financial statements as of the end of the most recently completed fiscal year of SEI and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business a Compliance Certificate prepared on a historical pro forma basis as of the most recent date for which financial statements have been furnished pursuant to Sections 6.17(a)(xSection 5.06(a) or 6.17(a)(xiSection 6.01(a) or (b) giving effect to such Acquisition and all other Acquisitions since the last such certificate was delivered, which certificate shall demonstrate that no Default or Event of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either Default would exist immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundafter giving effect thereto.

Acquisitions. None of the Loan Parties will consummate any Acquisition without the prior written consent of the Required Lenders except for: (a) Notwithstanding anything in this Agreement any Acquisition to the contrary, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be extent funded with (i) deemed to be in violation proceeds resulting from the issuance of this Agreement common Equity Interests of the Borrower or any International Selling Agreement Solaris Inc. or cash capital contributions on account of common Equity Interests of the Borrower or Solaris Inc. or (ii) obligated hereunder Equity Interests the Borrower or under Solaris Inc. so long as such Acquisition satisfies the following conditions precedent: (i) immediately before and immediately after giving effect to any International Selling Agreement to take any action Acquisition, no Default or Event of Default shall have occurred and be continuing; (including to make any adjustment to commissionsii) all applicable requirements of Sections 5.03(b) and 6.12 shall have been satisfied; (iii) Administrative Agent shall have received a copy of the fully executed acquisition agreement and all amendments thereto (each, economic inducements or other benefits for the Sales Forceas amended, an “Acquisition Agreement”), if relating to the Acquisition; (iv) Administrative Agent shall have received copies of the material documents evidencing the closing of the transactions contemplated by such violation would arise, Acquisition Agreement; (v) Borrower shall deliver (or such action would cause to be delivered) to the Administrative Agent evidence reasonably satisfactory to the Administrative Agent that all consents and approvals required to be takenobtained from any Governmental Authority or other Person in connection with the applicable Acquisition shall have been obtained, solely as a result of Parent or one of its Affiliates acquiring assets or a business and all applicable waiting periods and appeal periods shall have expired, in each case without the imposition of any Person engaged in the distribution of financial services products following the date of this Agreementburdensome conditions; provided, however, that nothing in this Section 3.6(aand (vi) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered if such Acquisition is made by a Purchaser Insurer if such Purchaser Insurer has Subsidiary that is not a Wholly-Owned Subsidiary, then any proceeds resulting from the right under this Agreement issuance of common Equity Interests of the Borrower or any International Selling Agreement to be Solaris Inc. or cash capital contributions on account of common Equity Interests of the exclusive provider of such Product Borrower or New Product Solaris Inc. that are contributed to such International Parent Distributor.Subsidiary to make such Acquisition is permitted under Section 6.04(m); and (b) If, at any time prior to Acquisition not permitted under clause (a) above so long such Acquisition satisfies the seventh anniversary of the date of this Agreement, following conditions precedent: (i) Parent acquires a Target Business (as defined in the Acquisition Agreement)immediately before and immediately after giving effect to any Acquisition, no Default or Event of which the net revenues Default shall have occurred and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and be continuing; (ii) Parent the Administrative Agent shall have received reasonably satisfactory evidence that immediately after giving effect to such purchase or its Affiliates are permitted other acquisition, the Total Leverage Ratio (on a Pro Forma Basis) is equal to acquire such Target Business pursuant or less than 2.00 to 1.00; (iii) all applicable requirements of Sections 6.17(a)(x5.03(b) or 6.17(a)(xiand 6.12 shall have been satisfied; (iv) both before and after an Acquisition, Liquidity is greater than 20% of the aggregate Commitments; (v) Administrative Agent shall have received such other documents as may be reasonably requested by the Administrative Agent in connection with such Acquisition; (vi) Administrative Agent shall have received a copy of the fully executed acquisition agreement and all amendments thereto (each, as amended, an “Acquisition Agreement”), then Purchaser through relating to the Purchaser Insurers Acquisition; (vii) Administrative Agent shall have received copies of the right during material documents evidencing the remainder closing of the transactions contemplated by such seven-year period Acquisition Agreement; and (viii) Borrower shall deliver (or cause to be a provider delivered) to the Administrative Agent evidence reasonably satisfactory to the Administrative Agent that all consents and approvals required to be obtained from any Governmental Authority or other Person in connection with the applicable Acquisition shall have been obtained, and all applicable waiting periods and appeal periods shall have expired, in each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, case without the imposition of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundburdensome conditions.

Acquisitions. (a) Notwithstanding anything in this Agreement to the contraryThe Borrower shall not, but subject to Section 3.6(b)and shall not permit any of its Subsidiaries to, neither Parent nor any International Parent Distributor shall be (i) deemed to be in violation of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this AgreementAcquisitions; provided, however, that nothing in this Section 3.6(a) if immediately prior to and after giving effect to the proposed Acquisition there shall limit not exist a Default or restrict any obligations that Parent Event of Default, the Borrower or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered of its Subsidiaries may make Acquisitions so long as (a) such Acquisition shall not be opposed by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be board of the exclusive provider directors of such Product or New Product to such International Parent Distributor. the Person being acquired, (b) Ifif the Acquisition Consideration for such Acquisition is greater than or equal to $25,000,000, the Lenders shall have received written notice thereof at any time least 5 Business Days prior to the seventh anniversary of the date of this Agreementsuch Acquisition, together with a Compliance Certificate setting forth the covenant calculations both immediately prior to and after giving effect to the proposed Acquisition, but calculated to exclude any increases in EBITDA which would be the result of any expenses that the Borrower projects to be eliminated by such proposed Acquisition, (c) the assets, property or business acquired shall be primarily in the business described in Section 4.1(d) hereof, (d) if such Acquisition results in a Subsidiary which is to be a Guarantor, (i) Parent acquires such Subsidiary shall execute a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, Subsidiary Guaranty and (ii) Parent or its Affiliates are permitted to acquire the Administrative Agent on behalf of the Lenders shall receive such Target Business board resolutions, officer's certificates and opinions of counsel as the Administrative Agent shall reasonably request in connection with such Acquisition; and (e) the aggregate Acquisition Consideration for all Non-Guarantors, together with Investments in Non-Guarantors (calculated as provided in Section 7.4(f) hereof) and other Investments (calculated as provided in Section 7.4(g) hereof) pursuant to Sections 6.17(a)(xSection 7.4(g) or 6.17(a)(xi) hereof, shall not exceed 10% of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of Net Worth at any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundtime.

Acquisitions. (a) Notwithstanding anything The Company will not, nor will it permit any Subsidiary to, consummate any Acquisition except for an Acquisition satisfying the conditions set forth in this Agreement to the contrary, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be 6.15(a) (a "Permitted Acquisition"): (i) deemed Any Acquisition satisfying the following conditions (an "Allowed Acquisition"): (A) no Default or Unmatured Default shall have occurred and be continuing at the time of the consummation of such Allowed Acquisition or would exist immediately after giving effect thereto; (B) each business acquired, if conducted by the Company or a Subsidiary, would comply with Section 6.21; (C) any capital stock or other equity securities given as consideration in connection therewith shall be stock or securities of the Company; (D) in the case of an Acquisition involving the acquisition of control of capital stock or other ownership interests of any Person, immediately after giving effect to such Acquisition such Person (or the surviving Person, if the Acquisition is effected through a merger or consolidation) shall be the Company or a Wholly Owned Subsidiary of the Company; (E) the consideration being paid in connection with such Acquisition, together with the aggregate consideration paid in connection with all other Allowed Acquisitions consummated during such fiscal year shall not exceed $20,000,000 (PROVIDED, HOWEVER, that as to any Allowed Acquisition, such amount shall be increased to $40,000,000 if, after giving effect to such Acquisition, the Company's Total Leverage Ratio (as reflected in the relevant Allowed Acquisition Certificate) would be less than 4.5 to 1.0, and PROVIDED, FURTHER, that the consideration to be paid in violation connection with an Allowed Acquisition of this Agreement a professional sports team or any International Selling Agreement or franchise shall not exceed $5,000,000); and (F) the Company shall have provided the Banks with the information required in subsections (b) and (d) below. (ii) obligated hereunder or under any International Selling Agreement to take any action The investment by KJR Radio, Inc. in Century Management, Inc. upon the exercise by the Shareholders (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged defined in the distribution Put and Call Agreement) of financial services products following the date put contemplated by Section 1.1(a) of this the Put and Call Agreement; provided. (iii) The Acquisition of KCCN-TV pursuant to the Monterey Documents, howeverso long as after giving effect thereto, that nothing in this Section 3.6(ano Default or Event of Default shall have occurred and be continuing. (iv) shall limit or restrict any obligations that Parent or any International Parent Distributor has Any Acquisition as to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has which the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent DistributorRequired Banks have given their prior written consent. (b) If, at any time Not less than five (5) Business Days prior to the seventh anniversary consummation of any Allowed Acquisition, the Company shall have delivered to the Managing Agent and each Bank a summary description of the date material terms of this Agreementsuch Allowed Acquisition (including, without limitation, the purchase price and method and structure of payment) and of each Person or business that is the subject to such Allowed Acquisition, together with summary financial information (including statements of revenues and cash flows) with respect to each such acquired Person or business. Such description shall be accompanied by a certificate of an Authorized Officer of the Company (an "Allowed Acquisition Certificate") certifying (and including appropriate calculations in support of such certification based on the method used by the Company in determining compliance with the financial covenants contained herein) (i) Parent acquires a Target Business (as defined that after giving effect to such Acquisition, the Company is in compliance with the Acquisition Agreement), of which the net revenues and net earnings (financial covenants set forth in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amountSections 6.22 through 6.25 hereof, and (ii) Parent or its Affiliates are permitted the Company's Total Leverage Ratio after giving effect to acquire such Target Business pursuant to Sections 6.17(a)(xAcquisition. (c) or 6.17(a)(xi) The consummation of the each Allowed Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period be deemed to be a provider to each Target Affiliated Distributorrepresentation and warranty by the Company that (except as shall have been approved in writing by the Required Banks) all conditions thereto set forth in Section 6.15(a) and (b) and in the description furnished under subsection (b) above have been satisfied and that the same is permitted in accordance with the terms of this Agreement, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right which representation and warranty shall be deemed to be a representation and warranty as of the date thereof for all purposes hereunder. (d) The Company will furnish to the Managing Agents and the Banks such other information regarding any Permitted Acquisition and the assets, business or Persons that are the subject thereof as the Managing Agents or any Bank may from time to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundtime reasonably request.

Acquisitions. Make any Acquisition other than a Permitted Acquisition. As used herein, the term “Acquisition” shall mean any transaction, or any series of transactions, by which a Borrower or any of its Subsidiaries directly or indirectly (a) Notwithstanding anything acquires any ongoing business unit or all or substantially all of the assets of any Person, whether through the purchase of assets, merger or otherwise, (b) acquires (in this Agreement one transaction or as the most recent transaction in a series of transactions) control of at least a majority in ordinary voting power of the securities of a corporation which have ordinary voting power for the election of directors or (c) acquires control of 50% or more ownership interest in any partnership or joint venture. As used herein, the term “Permitted Acquisition” shall mean any Acquisition by Remington or any of its Subsidiaries (other than Factors or Brands) in which each of the following conditions is satisfied: (1) the business of the Person that is the subject of Acquisition is related or substantially similar to the contrarybusiness of Remington and its Subsidiaries on the date hereof; (2) immediately before and after giving effect to such Acquisition, but subject to Section 3.6(b)no Default or Event of Default shall have occurred and be continuing or would result therefrom, neither Parent nor any International Parent Distributor Borrowers shall have Projected Availability of not less than $12,500,000 and each Borrower shall be Solvent; (3) the aggregate consideration (other than common stock and warrants or options to acquire common stock) paid by Borrowers and/or any of their Subsidiaries (including the assumption of any Debt) in connection with all such acquisitions from and after the Closing Date does not exceed $7,500,000; (4) in the case of an Acquisition of all or substantially all of the assets of a Person, there will be no Liens on any of such assets after the Acquisition other than Permitted Liens; (5) at least 5 Domestic Business Days before the Acquisition, Borrowers shall have delivered to Agent (i) deemed a Compliance Certificate for the period of 4 full Fiscal Quarters immediately preceding such Acquisition (prepared in good faith and in a manner and using such methodology that is consistent with the most recent financial statements delivered to be Agent pursuant to this Agreement) giving pro forma effect to the consummation of such Acquisition and evidencing compliance with the covenants contained in violation Section 10.3 hereof, and (ii) a certificate from the chief financial officer of Borrowers and related projections which demonstrate to the satisfaction of Agent that Borrowers shall remain in pro-forma compliance with all financial covenants set forth in Section 10.3 of this Agreement or any International Selling Agreement or and, during the Availability Test Period, shall satisfy the Minimum Availability Condition after giving pro forma effect to the consummation of such Acquisition; (6) Agent shall have received copies of (i) the definitive documents, (ii) obligated hereunder lien search reports, title insurance commitments and environmental assessments, if any, obtained by or under provided to Borrowers, (iii) historical financial statements of the Person to be acquired, including the audited financial statements for such Person’s most recently completed fiscal year, certified by its independent certified public accountants, if any, and (iv) all other financial information, and such other documents and information of the Person to be acquired, including related due diligence documents, as Agent may reasonably request; (7) Agent contemporaneously with the closing of such Acquisition shall have received (i) such documents and instruments as may be necessary to grant or confirm to Agent a first priority perfected Lien on and security interest in all of the assets so acquired, and (ii) if a Person is acquired and not merged into a Borrower and such Person becomes a Subsidiary other than a Foreign Subsidiary, a guaranty of the Obligations and a security agreement (together with applicable UCC-1 financing statements) executed by such Person, together with such other collateral documents and opinions of counsel relating to the validity, legality and enforceability of the legal documentation described in clauses (i) and (ii) of this subsection and the creation of a perfected Lien on such assets or Equity Interests as may be reasonably requested by Agent; and (8) if so requested by Agent (and Agent shall make such request at the direction of the Required Lenders), in the case of any International Selling Agreement Acquisition of Equity Interests, such Equity Interests shall promptly be pledged to take any action (including to make any adjustment to commissions, economic inducements or other benefits Agent as security for the Sales Force), if such violation would arise, or such action would be required payment of the Obligations pursuant to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreementdocumentation acceptable to Agent; provided, however, that nothing in this Section 3.6(aonly sixty-five percent (65%) of the Equity Interests of any Foreign Subsidiary shall limit be so pledged. If such assets consist of Inventory acquired by Remington or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered Accounts acquired by a Purchaser Insurer Borrower that are to be included in the Borrowing Base simultaneously with the consummation of the Permitted Acquisition, Agent’s examiners shall have completed a field exam and audit of the Person to be acquired, in scope and with results reasonably acceptable to Agent, or if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor. (b) If, at any time field exam and audit are not conducted prior to the seventh anniversary consummation of the date such Permitted Acquisition, then any Accounts or Inventory of this Agreement, (i) Parent acquires a Target Business (as defined such Person to be acquired shall not be included in the Acquisition Agreement), of which the net revenues Borrowing Base and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject ineligible for borrowing purposes until such exam and audit are conducted in scope and with results reasonably acceptable to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundAgent.

Acquisitions. (a) Notwithstanding anything in this Agreement The Borrower shall not, and not permit any subsidiary to the contrary, but subject to Section 3.6(b), neither Parent nor conduct any International Parent Distributor shall be Acquisition unless: (i) deemed the business or division acquired are for use, or the Person acquired is engaged, in a business which would not cause the general nature of the business in which the Borrower and its subsidiaries, taken as a whole, are engaged immediately after giving effect to such Acquisition to be substantially changed from the general nature of the business in violation of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissionswhich the Borrower and its subsidiaries, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely taken as a result of Parent whole, are engaged on or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following immediately prior to the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor.; (b) If, at any time prior to the seventh anniversary of the date of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before and after giving effect to such Acquisition, no Event of Default or following Default shall exist; (iii) immediately after giving effect to such acquisitionAcquisition, the Borrower is in pro forma compliance with all the financial ratios and restrictions set forth in Section 9.14; provided, that (x) the Borrower shall calculate such right pro forma compliance based upon the most-recent trailing twelve month historical financial statements for the Borrower and the target to be acquired, (y) all such information for the Borrower and the target shall be subject used and shall comply with the defined terms (such as, for example, Consolidated Net Income) used in this Agreement to calculate, among other things, financial covenants, and (z) the following formula shall be used to determine the target’s EBITDA: Consolidated Net Income plus, to the extent deducted in determining such Consolidated Net Income, interest expense, income and franchise tax expense, depreciation and amortization; (iv) in the case of the Acquisition of any applicable contractual Person, the board of directors or similar governing body of such Person has approved such Acquisition prior to the occurrence thereof ; (v) to the extent available, reasonably prior to such Acquisition, the Lender shall have received complete executed or conformed copies of each material document, instrument and agreement to be executed in connection with such Acquisition together with all lien search reports and lien release letters and other restrictions by documents as the Lender may require to evidence the termination of liens on the assets or business to be acquired (except to the extent the Borrower or a subsidiary is assuming such liens pursuant to the Acquisition); (vi) to the extent available, Borrower shall use reasonable efforts prior to such Acquisition to provide the Lender an acquisition summary with respect to the Person and/or business or division to be acquired, such summary to include a reasonably detailed description thereof (including financial information) and operating results (including financial statements for the most recent 12 month period for which such Target Affiliated Distributor they are available and as otherwise available), the terms and conditions, including economic terms, of the proposed Acquisition, and the Borrower’s calculation of pro forma EBITDA relating thereto; and (vii) if the Acquisition is boundstructured as a merger, the Borrower or a subsidiary is the surviving entity; provided, that clauses (v) and (vi) shall apply only if the consideration paid in connection with the Acquisition is greater than $25,000,000. All capitalized terms which are used in this Article 9.8 that are not defined in Article 1.1 of this Agreement shall have the same meanings as provided in Article 1.01 of the Credit Agreement.

Acquisitions. No Company shall effect an Acquisition unless: (a) Notwithstanding anything in this Agreement no Default or Event of Default shall then exist or immediately thereafter shall begin to exist; (b) the contrary, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be Acquisition is made by (i) deemed Borrower or a Guarantor of Payment and Borrower or such Guarantor of Payment is the surviving entity of such Acquisition (in the case of a merger, consolidation or other combination) or the Person to be acquired becomes a Guarantor of Payment promptly after such Acquisition (in violation the case of this Agreement the acquisition of the stock (or any International Selling Agreement other equity interest) of a Person), or (ii) obligated hereunder or under a Foreign Subsidiary; (c) the Companies are in full compliance with the Loan Documents both prior to and subsequent to such Acquisition; (d) Borrower provides to Agent and the Banks, as early as possible and, in any International Selling Agreement event, not fewer than five (5) days prior to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider consummation of such Product or New Product to such International Parent Distributor. (b) If, at any time prior to the seventh anniversary of the date of this AgreementAcquisition, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), written notice of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amountsuch Acquisition, and (ii) Parent historical financial statements of such Person and a pro forma financial statement of the Companies accompanied by a certificate of a Financial Officer of Borrower showing pro forma compliance with Section 5.7 hereof, both before and after such Acquisition, and showing whether such Acquisition qualifies as a Type I Acquisition or its Affiliates are permitted a Type II Acquisition. For purposes of calculating pro forma compliance with Section 5.7 hereof, Borrower shall exclude the value of any assumed operating synergies; and (e) Borrower provides evidence to acquire such Target Business pursuant Agent and the Banks, in form and substance satisfactory to Sections 6.17(a)(x) or 6.17(a)(xiAgent and the Required Banks, that one (1) of the following conditions is satisfied: (i) (A) the Consideration for such Acquisition Agreementis less than Twenty- Five Million Dollars ($25,000,000), then Purchaser through and (B) such Acquisition qualifies as a Type I Acquisition; (ii) (A) the Purchaser Insurers Consideration for such Acquisition is greater than or equal to Twenty-Five Million Dollars ($25,000,000) but less than Fifty Million Dollars ($50,000,000), (B) such Acquisition qualifies as a Type I Acquisition or a Type II Acquisition, and (C) Borrower shall have maintained and can demonstrate maintenance (1) for the right during two (2) most recently completed consecutive fiscal quarters and (2) for the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, most recently completed fiscal quarter on a non-exclusive Level Playing Field basispro forma basis after giving effect to such Acquisition but without giving effect to any assumed operating synergies of (x) a Fixed Charge Coverage Ratio of no less than 1.25 to 1.00, and (y) an Interest Coverage Ratio of any life insurance or annuity product that is distributed by such Target Affiliated Distributor no less than 2.50 to 1.00; or (iii) Borrower shall have maintained and can demonstrate maintenance (1) for the two (2) most recently completed consecutive fiscal quarters and (2) for the most recently completed fiscal quarter on a non-exclusive pro forma basis either immediately before or following after giving effect to such acquisition; provided, that such right shall be subject Acquisition but without giving effect to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundassumed operating synergies of (A) a Fixed Charge Coverage Ratio of no less than 1.25 to 1.00, and (B) an Interest Coverage Ratio of no less than 3.00 to 1.00.

Acquisitions. (a) Notwithstanding anything in this Agreement to Except as may result from the contrary, but subject mergers permitted pursuant to Section 3.6(b6.2(m), neither Parent Borrower nor any International Parent Distributor Operating Subsidiary shall, and Borrower shall be (i) deemed to be in violation not permit any Consolidated Subsidiary to, acquire all or substantially all of this Agreement the Assets of any other Person or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements of a division or other benefits for business unit thereof or Securities representing more than fifty percent (50%) of the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business Securities of any Person engaged in the distribution class of financial services products following the date of this Agreementany other Person; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor. (b) If, at any time prior to the seventh anniversary of the date of this Agreement, (i) Parent acquires any Operating Subsidiary may purchase Inventory in bulk and purchase or lease the warehouses where such Inventory is located upon terms that are fair and reasonable to such purchaser, (ii) Borrower or any Operating Subsidiary may acquire all or substantially all of the Assets of any other Consolidated Subsidiary other than FoxMeyer Drug Company, (iii) Borrower, any Operating Subsidiary or any Healthcare Connect Subsidiary may acquire all or substantially all of the Assets of any other Person or of a Target Business division or other business units thereof (as defined in the Acquisition Agreement), of which the net revenues and net earnings a "Business") or Securities representing more than fifty percent (in each case, calculated in a manner consistent with Section 6.17(a)(x50%) of the Acquisition Agreementequity Securities of any Person, andprovided that (A) such Business or Person becomes a Consolidated Subsidiary or such Person is FoxMeyer Canada, for the avoidance of doubt(B) such Business or Person is Solvent before giving effect to such acquisition, excluding realized gains(C) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amountneither Borrower nor any Consolidated Subsidiary becomes, and (iiexcept in the case of FoxMeyer Canada) Parent neither such Person is nor the Assets or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder operations of such seven-year period Person are, or could reasonably be expected to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual material loss contingency required by GAAP to be disclosed in the financial statements of such Person and (D) the aggregate purchase price for all such acquisitions of Businesses or equity Securities (other restrictions by which than Securities of FoxMeyer Canada) pursuant to this clause (iii) during any fiscal year of Borrower may not exceed $25,000,000 (exclusive, in the case of the acquisition of a Business or all of the equity Securities of any other Person, of amounts properly allocable to working capital in accordance with GAAP), and provided further that this clause (iii) shall not permit the acquisition of any Securities of (A) Fox Health, (B) Centaur Partners IV, (C) any Affiliate of any of the foregoing (other than Borrower, a Consolidated Subsidiary or FoxMeyer Canada) or (D) FoxMeyer Canada if such Target Affiliated Distributor is bound.acquisition would cause the limit provided in clause (b) of the proviso in the definition of Consolidated Subsidiary to be exceeded, and (iv) Borrower may acquire Receivables from any Consolidated Subsidiary for sale under the terms of the Revolving Receivables Purchase Program. For the purposes of clause (iii) above, payments made pursuant to an earn-out or similar contingent payment arrangement shall be deemed included in the purchase price for an acquisition for the

Acquisitions. The Company shall not, nor shall it permit any Subsidiary to, make an Acquisition in a transaction or related series of transactions; provided that, an Acquisition may be made so long as: (a) Notwithstanding anything in this Agreement no Default or Event of Default exists both before and after giving effect to such Acquisition; (b) such Acquisition is substantially related to the contrarybusiness of the Company and its Subsidiaries, taken as a whole, and is not hostile; (c) both before and after giving effect to such Acquisition, the pro forma Fixed Charge Coverage Ratio calculated as of the fiscal quarter ending immediately prior to effective date of such Acquisition and as of the effective date of the Acquisition) is not less than 1.10 to 1.00; (d) unless otherwise consented to by the US Administrative Agent in its sole discretion, the target business’ or Person’s EBITDA for the four fiscal quarter period ending immediately prior to the closing of such Acquisition is equal to or greater than a negative $10,000,000; and (e) if, before or after giving effect to such Acquisition, the total consideration for Acquisitions (whether paid in cash or assumed in liabilities by the purchaser(s) but subject to Section 3.6(b)excluding any consideration constituting Equity Interests of the applicable Borrower) completed in any calendar year exceeds $5,000,000, neither Parent nor any International Parent Distributor shall be then (i) deemed to be in violation of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product before giving effect to such International Parent Distributor. (b) IfAcquisition, at any time prior to the seventh anniversary of the date of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more Excess Availability Amount must be greater than a de minimis amount, $50,000,000 and (ii) Parent or its Affiliates are permitted after giving effect to acquire such Target Business pursuant Acquisition, Liquidity must be greater than $35,000,000. For purposes of this Section 6.4, “Liquidity” means the sum of (x) Excess Availability Amount calculated after pro forma adjustments have been made to Sections 6.17(a)(xthe US Borrowing Base resulting from the addition of Eligible Accounts acquired under such Acquisition for which a field audit acceptable to the US Administrative Agent has been delivered, and (y) or 6.17(a)(xi) the amount of unrestricted cash and Liquid Investments of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product US Borrower and its Domestic Subsidiaries that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before in deposit accounts or following such acquisition; providedin securities accounts, that such right shall be subject to or any applicable contractual or other restrictions by combination thereof, and which such Target Affiliated Distributor deposit account or securities account is boundthe subject of a Control Agreement (or such other action necessary under law to perfect the US Administrative Agent’s Lien therein has been taken with respect thereto) and is maintained by a branch office of a bank or securities intermediary located within the United States.

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for any Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, other than Acquisitions satisfying the conditions below (the "Permitted Acquisitions"). So long as no Default or Event of Default has occurred and is continuing, the Borrower or any Subsidiary of the Borrower may engage in any Acquisition with any Person whose line or lines of business include the distribution of medical, dental, veterinary, hospital, or health care technology, provided that: (a) Notwithstanding after giving effect to any such Acquisition, no Default or Event of Default shall exist at the time of any such Acquisition or at the time or as a result of the consummation of the transaction contemplated thereby; (b) the Borrower shall notify the Lenders of the consummation of any such Acquisition, with respect to which the aggregate cash amount paid or payable exceeds $25,000,000, within 15 Business Days of the consummation thereof, and provide the Lenders at such time with evidence reasonably satisfactory to the Lenders (which evidence shall include pro forma financial statements after giving effect to the proposed Permitted Acquisition) that after giving effect to such Acquisition, no Default or Event of Default shall have existed at the time of any such Acquisition or at the time or as a result of the consummation of the transactions contemplated thereby; (c) the aggregate cash amounts paid or payable with respect to any one Acquisition (whether structured as a single transaction or a series of related transactions) from and after the date hereof to and including the Termination Date shall not exceed an amount equal to 25% of the Aggregate Revolving Credit Commitments at the time of consummation of any such transaction without the prior written consent of the Majority Lenders; (d) if, upon the closing of the transactions contemplated by an Acquisition, any such acquiring or acquired Person is or becomes a Significant Subsidiary, simultaneously with a consummation of such transaction such Significant Subsidiary shall become a Guarantor pursuant to the provisions of subsection 7.13; and (e) notwithstanding anything in this Agreement contained herein to the contrary, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor no hostile takeover shall be attempted or consummated (ii.e., an Acquisition that has not been either (1) deemed to be in violation approved by the board of this Agreement or any International Selling Agreement directors of the corporation which is the subject of such Acquisition or (ii2) obligated hereunder or under any International Selling Agreement recommended for approval by such board to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider shareholders of such Product or New Product to such International Parent Distributor. (b) If, at any time prior to corporation and subsequently approved by the seventh anniversary of the date of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder shareholders of such sevencorporation as required under applicable law or by the by-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, laws and the certificate or incorporation of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundcorporation).

Acquisitions. (a) Notwithstanding anything in this Agreement to the contraryThe Company will not, but subject to Section 3.6(b)nor will it permit any Subsidiary to, neither Parent nor any International Parent Distributor shall be (i) deemed to be in violation of this Agreement make or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including commit to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this AgreementAcquisition; provided, however, that nothing the Company may make one or more Acquisitions of a retail rental business (and Acquisitions of the capital stock of any corporation, or the equity interests in this Section 3.6(aany partnership or other firm, in each case engaged primarily in the retail rental business if substantially concurrent with such Acquisition, the corporation, partnership or firm so acquired merges or dissolves into the Company) shall limit or restrict any obligations that Parent if: (a) the Company promptly informs the Lenders of all principal terms and conditions applicable to the Acquisition and furnishes the Lenders such other information regarding the Acquisition as the Agent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor.Lender shall reasonably request; (b) Ifthe Company demonstrates that on a pro forma basis after giving effect to the subject Acquisition, at the Company will continue to comply with all the terms and conditions of the Loan Documents, such demonstration to require even without request from any time Lender that the Company provide each Lender no later than 30 days prior to the seventh anniversary closing of the date of this Agreement, such Acquisition (i) Parent acquires a Target Business (as defined certificate signed by the President, Executive Vice President or the chief financial officer of the Company in the form of Exhibit C attached hereto prepared on a pro forma basis after giving effect to the closing of such Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted pro forma financial projections for the twelve months following the subject Acquisition; (c) after giving effect to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) Acquisition, at least 40% of the aggregate consideration paid by the Company and its Subsidiaries for such Acquisition Agreementand all other Acquisitions closed on and at any time after the date hereof on a cumulative basis (including as such consideration, then Purchaser through the Purchaser Insurers assumption by the Company or any Subsidiary of any Indebtedness for Borrowed Money of each Person acquired) will have been funded out of the proceeds of substantially concurrent cash equity contributions to the Company, or to the extent the Required Lenders in their sole discretion agree, the proceeds of Subordinated Debt issued by the Company or any Subsidiary; (d) the Board of Directors or other governing body of the Person whose assets or capital stock is being so acquired has approved the terms of the Acquisition; (e) at the time of such Acquisition and immediately giving effect thereto, no Default or Event of Default shall have occurred or be continuing; and (f) except in the right during case of the remainder of Zodiac Acquisition and the A to Z Washington Acquisition, the Required Lenders in their sole discretion shall have provided their written consent to such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundAcquisition.

Acquisitions. The Company will not, nor will it suffer or permit any of its Subsidiaries to, make any Acquisition unless, after giving effect to such Acquisition (the "subject Acquisition"), all of the following requirements are satisfied: (a) Notwithstanding anything in this Agreement during the 12-month period ending on the last day of the month prior to the contraryclosing of the subject Acquisition, the aggregate consideration paid (including, without limitation, Indebtedness for borrowed money incurred or assumed) for all Acquisitions during such period (including, on a pro forma basis, the subject Acquisition) does not exceed 50% of Consolidated Tangible Net Worth as of the last day of such period (including all Acquisitions during such period including, on a pro forma basis, the subject Acquisition); (b) the total consideration paid (including, without limitation, Indebtedness for borrowed money incurred or assumed, but subject to Section 3.6(b)excluding secured purchase money Indebtedness, neither Parent nor including Capitalized Lease Obligations permitted under §5.14(f) for any International Parent Distributor shall be (i) deemed to be in violation one Acquisition or series of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreementrelated Acquisitions does not exceed $75,000,000; provided, however,that the cash consideration and all Indebtedness incurred or assumed in any one Acquisition (excluding secured purchase money Indebtedness, that nothing in this Section 3.6(aincluding Capitalized Lease Obligations permitted under §5.14(f) shall limit not exceed an amount equal to the sum of (i) $25,000,000, (ii) the net cash proceeds received from asset dispositions (other than Permitted Accounts Receivable Financing Facilities) within the prior 12 months (excluding any such proceeds counted towards prior Acquisitions), and (iii) the net cash proceeds received from any equity offering; (c) at the time of any Acquisition and after giving effect thereto no Default or restrict Event of Default shall have occurred and be continuing; and (d) such Acquisitions are not opposed by the board of directors or management of any obligations that Parent Person or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement business to be acquired. Notwithstanding the exclusive provider foregoing, the Company will not, nor will it permit any of such Product or New Product its Subsidiaries to, make any Acquisition with the proceeds of any Indebtedness if the Funded Leverage Ratio (determined on a pro forma basis both before and after giving effect to such International Parent Distributor. Acquisition) is greater than 3.25 to 1.0. For purposes hereof, (a) Consolidated EBITDA may be adjusted by the Company in connection with such Acquisition to the extent approved by the Required Holders and (b) If, at the Funded Debt of any time prior Person to be acquired by the seventh anniversary Company or any Subsidiary shall be included in the calculation of the Funded Leverage Ratio as if such Person were a Subsidiary as of the date of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundAcquisition.

Acquisitions. The Borrower will not, nor will it permit any of its Subsidiaries to, acquire any business or property from, or Capital Stock of, or be a party to any acquisition of, any Person, or acquire any option to make any such acquisition, except: (a) Notwithstanding anything in this Agreement to the contrarypurchases of inventory, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be (i) deemed programming rights and other property to be in violation of this Agreement sold or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged used in the distribution ordinary course of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor.business; (b) IfInvestments permitted under Section 7.07; (c) Restricted Payments permitted under Section 7.08; (d) Capital Expenditures of the Borrower and its Subsidiaries; (e) the Borrower and its Subsidiaries may consummate any Acquisition (including the exercise of the ▇▇▇▇▇▇▇▇▇▇ Options), provided that, if applicable: (i) both immediately prior to and after giving effect to such Acquisition, (A) no Default shall have occurred and be continuing and (B) the Borrower shall be in compliance with the First Lien Indebtedness Ratio required under Section 7.11 at such time, calculated on a pro forma basis as if such Acquisition had been consummated on the first day of the relevant period; (ii) each assignment or transfer of control of Broadcast Licenses to the Borrower or any time of its Subsidiaries shall have been approved by: (A) an Initial FCC Order, if (i) the Borrower has made a good faith determination that the seller is an established entity that would be reasonably likely to refund the purchase price in the event of reversal or rescission of the Initial FCC Order and (ii)(x) the application or applications seeking FCC consent to such Acquisition have not been contested by a third party or (y) in the event the application or applications seeking FCC consent to such Acquisition have been contested by a third party, the Borrower shall have provided the Administrative Agent with appropriate supporting documentation, including, without limitation, a certificate signed by the President, a Vice President, a Financial Officer or Secretary of the Borrower and copies of an opinion of FCC counsel that there is no reasonable likelihood of reversal or rescission of the Initial FCC Order; or (B) a Final FCC Order, in all other cases (including the exercise of the ▇▇▇▇▇▇▇▇▇▇ Options); (iii) if the Administrative Agent or the Required Lenders shall have so requested, the Administrative Agent shall have received an opinion of FCC counsel satisfactory to the Administrative Agent or the Required Lenders, as the case may be, in its (or their) reasonable judgment to the effect that such transfer shall have been so approved by an Initial FCC Order or a Final FCC Order, as the case may be, and that such Broadcast Licenses have been validly assigned to the Borrower or such Subsidiary; (iv) if the Aggregate Consideration for such Acquisition is equal to or greater than $15,000,000, the Borrower shall furnish to the Lenders a certificate showing calculations (after giving effect to borrowings and prepayments hereunder to be made on such date and calculated on a pro forma basis as if such Acquisition had been consummated on the first day of the period of four fiscal quarters of the Borrower ending on or most recently ended prior to such date) in reasonable detail that demonstrate that such Acquisition will not result in a Default under Section 7.11; (v) if the Aggregate Consideration for such Acquisition is equal to or greater than $15,000,000, no later than the date falling ten Business Days (or such shorter period as the Administrative Agent may agree) prior to the seventh anniversary date that such Acquisition is consummated, the Borrower shall have delivered to the Administrative Agent drafts or executed counterparts of such of the date respective agreements or instruments (including Program Services Agreements) pursuant to which such Acquisition is to be consummated (together with any related option or other material agreements), any schedules or other material ancillary documents to be executed or delivered in connection therewith, all of this Agreementwhich shall be satisfactory in form and substance to the Administrative Agent; (vi) promptly following request therefor, copies of such information or documents relating to such Acquisition as the Administrative Agent or any Lender (ithrough the Administrative Agent) Parent acquires a Target Business shall have reasonably requested; (as defined f) the acquisition of property in connection with any exchanges permitted under Section 7.05; and (g) additional acquisitions of property or assets made after the FirstSecond Amendment Effective Date, which, when taken together with the aggregate amount of Investments made pursuant to Section 7.07(i), shall not exceed $400,000,000500,000,000 in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundaggregate.

Acquisitions. Make any Acquisition or enter into any binding agreement to do so which is not contingent on obtaining the consent of the requisite Lenders, or permit any of its Subsidiaries to do so, except: (a) Notwithstanding anything in this Agreement to the contrary, but subject to Acquisitions of Investments permitted by Section 3.6(b), neither Parent nor any International Parent Distributor shall be (i) deemed to be in violation of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor.7.06; (b) If[Intentionally Left Blank]; (c) Unrestricted Intercompany Acquisitions; provided that, at in the event that any time prior to such Unrestricted Intercompany Acquisition shall be effected by or through a consolidation or merger involving the seventh anniversary of the date of this AgreementCompany or any Designated Borrower, then such consolidation or merger shall be otherwise permitted by Section 7.03(a); (d) Other Intercompany Acquisitions; provided that (i) Parent acquires a Target Business each such Other Intercompany Acquisition shall be otherwise permitted by Section 7.10; (as defined ii) in the event that any such Other Intercompany Acquisition Agreement)shall be effected by or through a consolidation or merger involving the Company or any Designated Borrower, of which then, in the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) case of the Acquisition AgreementCompany, the Company shall be the survivor, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the case of such Designated Borrower, such Designated Borrower shall be the survivor unless otherwise permitted by Section 7.03(a); and (iii) to the extent that the aggregate consideration paid in connection with any such Other Intercompany Acquisition Agreementshall be comprised of one or more Investments, each such Investment shall be otherwise permitted by Section 7.06(g) are more than or 7.06(h); (e) other Acquisitions by the Company or any of its Subsidiaries; provided that (i) in the event that any Operating Entity shall be acquired in connection with any such Acquisition, then such Operating Entity shall be in, or otherwise constitute, a de minimis amount, line of business which is related or complementary to the line of business of the Company and its Subsidiaries; (ii) Parent in the event that any such Acquisition shall be effected by or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) through a consolidation or 6.17(a)(xi) merger involving the Company or any Designated Borrower, then, in the case of the Acquisition AgreementCompany, then Purchaser through the Purchaser Insurers Company shall have be the right during survivor, and, in the remainder case of such seven-year period to Designated Borrower, such Designated Borrower shall be a provider the survivor unless otherwise permitted by Section 7.03(a); and (iii) immediately before and after giving effect to each Target Affiliated Distributorsuch Acquisition, if anyno Default shall or would exist, on a non-exclusive Level Playing Field basis, and all of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right the representations and warranties contained in Article V shall be subject to any applicable contractual or other restrictions true and correct as if then made; and (f) Acquisitions of Securitization Receivables by which such Target Affiliated Distributor is boundan Eligible Special Purpose Entity in a Permitted Securitization.

Acquisitions. Make any Acquisition, except that the Borrowers shall be permitted to make Acquisitions which meet the following criteria (collectively, "PERMITTED ACQUISITIONS"): (a) Notwithstanding anything in this Agreement to each such Acquisition shall have been approved by the contraryboard of directors (and, but subject to Section 3.6(b)if required under applicable law, neither Parent nor any International Parent Distributor shall be (ithe equityholders) deemed of the entity to be in violation of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement acquired; and the entity to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arisebe acquired is engaged in, or such action would be required the assets or business to be takenacquired relate to, solely the same line of business as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services Borrowers (i.e., building products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor.distribution); (b) If, at any time prior if the aggregate purchase price (including cash and non-cash consideration and all potential payments in respect of Earn-Out Obligations as estimated by the Borrowers to the seventh anniversary reasonable satisfaction of the date Agent) for any single Acquisition is less than $5,000,000, the Borrowers and their Subsidiaries (including the entity to be acquired) shall have pro forma Collateral Availability after giving effect to such Acquisition of this Agreementnot less than $25,000,000; (c) if the aggregate purchase price (including cash and non-cash consideration and all potential payments in respect of Earn-Out Obligations as estimated by the Borrowers to the reasonable satisfaction of the Agent) for any single Acquisition equals or exceeds $5,000,000, the Borrowers and their Subsidiaries (including the entity to be acquired) shall have pro forma Collateral Availability after giving effect to such Acquisition of not less than $35,000,000 (PROVIDED that, for purposes of determining compliance with such pro forma Collateral Availability, the valuation of Accounts and inventory of the entity to be acquired shall be based on audited financial statements or other financial information reasonably satisfactory to the Agent and shall be subject to such pro forma adjustments as the Agent shall deem reasonably necessary) and a pro forma Fixed Charge Coverage Ratio of not less than 1.25 to 1.00 (PROVIDED that, for purposes of determining compliance with such pro forma Fixed Charge Coverage Ratio, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) actual EBITDA of the Acquisition Agreement, and, acquired entity for the avoidance of doubtmost recently ended twelve month period, excluding realized gains) derived from a Competitive Business (as defined in based on audited financial statements or other financial information satisfactory to the Acquisition Agreement) are more than a de minimis amountAgent, 58 HUTTIG CREDIT AGREEMENT shall be included and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right ratio shall be subject to such other pro forma adjustments as the Agent shall deem reasonably necessary); (d) in connection with each Acquisition, the Borrowers shall submit to the Agent, at least seven (7) Banking Days prior to the closing of such Acquisition a certificate of the chief financial officer of Huttig which shall include the following: (i) reasonably detailed calculations demonstrating compliance with the required pro forma Collateral Availability or Fixed Charge Coverage Ratio (as applicable) under clauses (b) or (c) above; and (ii) a representation and warranty as to compliance with the requirement set forth in clause (f) below; (e) no Default or Event of Default shall have occurred and be continuing under the Facility Documents immediately prior to and after giving effect to the proposed Acquisition; (f) the Borrowers and their Subsidiaries, immediately prior to and after giving effect to any applicable contractual proposed Acquisition, shall be in compliance with all terms and provisions of the Facility Documents, including, without limitation, the covenants set forth in Article 8; (g) each business acquired shall be organized under the laws of the United States and have its chief executive office and principal place of business within the United States; and (h) if the Acquisition is structured as a merger involving any Borrower, such Borrower shall be the surviving corporation. PROVIDED, HOWEVER, that (i) the Borrowers and their Subsidiaries shall not consummate from and after the date hereof, Acquisitions with an aggregate purchase price in excess of $15,000,000 without the prior written consent of the Agent and the Lenders and (ii) (x) the Accounts and inventory of any business acquired by any Borrower or other restrictions Subsidiary shall not be included in the Borrowing Base unless such Accounts and inventory, respectively, satisfy all criteria set forth in the definitions of Eligible Accounts and Eligible Inventory, respectively, set forth in Section 1.01 and (y) if the aggregate amount of the Accounts and inventory of any business acquired by which any Borrower or Subsidiary generates more than $5,000,000 of Collateral Availability, such Target Affiliated Distributor is boundAccounts and inventory shall not be included in the Borrowing Base until the Agent shall have conducted, and be satisfied with, a new field audit examination of the type described in Section 6.11, including a review of such Accounts and inventory.

Acquisitions. (a) Notwithstanding anything in this Agreement to the contraryThe Parent will not, but subject to Section 3.6(b)and will not permit any of its Restricted Subsidiaries to, neither Parent nor make any International Parent Distributor shall be Acquisition unless: (i) deemed to such Acquisition (if by purchase of assets, merger, consolidation or amalgamation) shall be effected in violation such manner so that the acquired business, and the related assets, are owned either by the Parent or a Subsidiary of this Agreement the Parent and, if effected by merger, consolidation or any International Selling Agreement amalgamation involving the Parent, the Parent shall be the continuing or surviving entity and, if effected by merger, consolidation or amalgamation involving a Subsidiary of the Parent, such Subsidiary shall be the continuing or surviving entity; (ii) obligated hereunder such Acquisition (if by purchase of Equity Interests) shall be effected in such manner so that the acquired entity becomes a Subsidiary of the Parent; (iii) such business and the related assets, or any acquired Subsidiary, are primarily a business permitted under any International Selling Agreement Section 8.10; (iv) after giving effect to take any action such Acquisition on a pro forma basis (as if completed on the first day of the four-quarter period ended on the last day of the most recent fiscal quarter for which financial statements are then available, and including in such pro forma calculation all Indebtedness assumed as part of or incurred to finance such Acquisition as if such Indebtedness was incurred on the first day of such period) the Total Leverage Ratio would be no greater than 2.25 to 1 (such ratio to be based upon financial statements for the acquired business that, in the Parent’s reasonable opinion, are sufficient for it to make any adjustment to commissionsa calculation thereof on a pro forma basis, economic inducements or other benefits as at the end of and for the Sales Force), if such violation would arise, or such action would be required period of four fiscal quarters most recently ended prior to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; providedsuch Acquisition for which financial statements of the Parent and its Subsidiaries are available, howeverunder the assumption that such Acquisition shall have occurred, that nothing and any Indebtedness in this Section 3.6(a) connection therewith shall limit have been incurred, at the beginning of the applicable period), provided that, in the event such Acquisition shall be of a stand-alone business entity or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has unit of the right under this Agreement or any International Selling Agreement to be respective seller for which separate audits are available and the exclusive provider aggregate amount of consideration in respect of such Product or New Product Acquisition shall exceed $25,000,000, the Parent shall have delivered to the Administrative Agent financial statement for the acquired business for its most recent fiscal year reviewed by independent auditors; and (v) at the time of and giving effect to such International Parent Distributor. (b) IfAcquisition, at any time prior to no Default shall have occurred and be continuing and the seventh anniversary sum of the date unused Revolving Credit Commitments and Incremental Loan Commitments of this Agreement, (i) Parent acquires a Target Business (as defined in each Class together with Cash and cash equivalents carried on the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) consolidated balance sheets of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, Parent and (ii) Parent or its Affiliates are permitted consolidated Restricted Subsidiaries is at least equal to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is bound$50,000,000.

Acquisitions. No Obligor shall, directly or indirectly, acquire (which term shall include acquisition by way of merger or consolidation), all or substantially all of the Capital Stock or assets or property of any Person, except the following (collectively, “Permitted Acquisitions”): (a) Notwithstanding anything any Obligor may acquire all or a substantial part of the assets or property or all or a majority of the Capital Stock of any Person located in this Agreement the United States, Canada or the United Kingdom (such acquired assets, including the assets acquired in a Capital Stock acquisition, being referred to herein as the contrary, but subject to Section 3.6(b“Acquired Business”), neither Parent nor any International Parent Distributor shall be provided, that: (i) if the total consideration (including all cash, property or assumed Indebtedness payable on or immediately after consummation of such acquisition) payable in respect of such Acquired Business is less than or equal to $25,000,000 (so long as the aggregate amount of all consideration paid for all acquisitions pursuant to this Section 9.12(a) at the time of, or immediately after giving effect to such proposed acquisition pursuant to this Section 9.12(a), shall be less than $100,000,000 in the aggregate), each of the following conditions is satisfied: (A) Agent shall have received not less than five (5) days’ prior written notice of the proposed acquisition, which notice shall set forth in reasonable detail: (1) the total consideration payable in respect of such acquisition (and the terms of payment), (2) the nature of such acquisition (including, whether the newly acquired entity will be an Excluded Subsidiary), (3) if a Capital Stock acquisition (including by merger or consolidation), the name, address and jurisdiction of incorporation of the person whose Capital Stock is being purchased, (4) the proposed closing date of the acquisition, and (5) such other information with respect thereto as Agent may reasonably request; (B) the Acquired Business shall be related, ancillary or complementary to the business of Parent and its Subsidiaries; (C) the Specified Conditions have been satisfied; (D) the assets acquired which constitute Collateral or, if the Acquired Business will not be, or be owned by, an Excluded Subsidiary, the assets which constitute Collateral of the Acquired Business and the Capital Stock so acquired shall be free and clear of any Liens (other than Permitted Liens) and Agent shall have received evidence reasonably satisfactory to it of the same; (E) promptly upon consummation of such acquisition, Agent shall have received true, correct and complete copies of all agreements, documents and instruments relating thereto, duly executed and delivered by the parties thereto; (F) promptly upon consummation of such acquisition, Agent shall have received all items required by Sections 5.4, 9.14(a)(ii) and (iii) and 9.26 hereof in connection with the Acquired Business (except with respect to an entity which shall be an Excluded Subsidiary) to the extent required under such Sections; and (G) such acquisition either (1) shall be a bona fide arms’ length transaction with a Person that is not an Affiliate of an Obligor or (2) if such transaction is with an Affiliate other than an Obligor or an Excluded Subsidiary, shall satisfy the requirements of Section 9.16(b) hereof; (ii) if the total consideration (including all cash, property or assumed Indebtedness payable on or immediately after consummation of such acquisition) payable in respect of such Acquired Business is greater than $25,000,000 (or the aggregate amount of all consideration paid for all acquisitions pursuant to this Section 9.12(a) at the time of, or immediately after giving effect to such proposed acquisition pursuant to this Section 9.12(a) shall be greater than $100,000,000 in the aggregate), each of the following conditions is satisfied: (A) Agent shall have received not less than fourteen (14) days’ prior written notice of the proposed acquisition (unless Agent otherwise agrees), which notice shall set forth in reasonable detail: (1) the total consideration payable in respect of such acquisition (and the terms of payment), (2) the nature of such acquisition (including, whether the newly acquired entity will be an Excluded Subsidiary), (3) a list and description of the assets to be acquired (including the addresses of the locations thereof and whether such locations are owned, leased or operated by a thirty party, and if leased or operated by a third party, the name and address of the lessor or third party), (4) if a Capital Stock acquisition (including by merger or consolidation), the name, address and jurisdiction of incorporation of the person whose Capital Stock is being purchased, (5) the proposed closing date of the acquisition, and (6) such other information with respect thereto as Agent may reasonably request; (B) the Acquired Business shall be related, ancillary or complementary to the business of Parent and its Subsidiaries; (C) the Specified Conditions have been satisfied; (D) the assets acquired which constitute Collateral or, if the Acquired Business will not be, or be owned by, an Excluded Subsidiary, the assets which constitute Collateral of the Acquired Business and the Capital Stock so acquired shall be free and clear of any Liens (other than Permitted Liens) and Agent shall have received evidence reasonably satisfactory to it of the same; (E) promptly upon consummation of such acquisition, Agent shall have received true, correct and complete copies of all agreements, documents and instruments relating thereto, duly executed and delivered by the parties thereto; (F) promptly upon consummation of such acquisition, Agent shall have received all items required by Sections 5.4, 9.14(a)(ii) and (iii) and 9.26 hereof in connection with the Acquired Business (except with respect to an entity which shall be an Excluded Subsidiary) to the extent required under such Sections; (G) such acquisition either (1) shall be a bona fide arms’ length transaction with a Person that is not an Affiliate of an Obligor or (2) if such transaction is with an Affiliate other than an Obligor or a Excluded Subsidiary, shall satisfy the requirements of Section 9.16(b) hereof; (H) in the case of the acquisition of the Capital Stock of another Person, the board of directors (or other comparable governing body) of such other Person shall have duly approved such acquisition and such Person shall not have announced that it will oppose such acquisition or shall not have commenced any action which alleges that such acquisition will violate applicable law; and (I) Agent shall have received a certificate of a financial officer or executive officer of Administrative Borrower on behalf of Administrative Borrower certifying to Agent and Lenders compliance with the conditions set forth in this Section 9.12(a)(ii); (iii) the Inventory and Credit Card Receivables of any Acquired Business shall not be or be deemed to be Eligible Inventory and/or Eligible Credit Card Receivables until Agent shall have conducted a field examination with respect to such assets and the results of such field examination and other due diligence shall be reasonably satisfactory to Agent, and then only to the extent the criteria for Eligible Inventory and Eligible Credit Card Receivables set forth herein are satisfied with respect thereto (as such criteria may be reasonably modified by Agent to reflect the results of Agent’s field examination including any separate advance percentage with respect to such Inventory or Credit Card Receivables or Reserves as Agent may reasonably determine but otherwise in violation accordance with the definitions of this Agreement or any International Selling Agreement or Eligible Inventory and Eligible Credit Card Receivables; (iiiv) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for upon the Sales Force)reasonable request of Agent, if practicable, the Inventory or Credit Card Receivables acquired by such violation would ariseObligor shall be separately identified and reported to Agent in a manner reasonably satisfactory to Agent for a time period reasonably satisfactory to Agent, or such action would be required and if Obligor is seeking to have the acquired Inventory included in the Borrowing Base, Agent shall require an appraisal thereof in form and containing assumptions and appraisal methods reasonably satisfactory to Agent by an appraiser reasonably acceptable to Agent, on which Agent and Lenders are expressly permitted to rely (and any Inventory to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged included in the distribution Borrowing Base of financial services products following the date of this Agreement; provided, however, Acquired Business shall only be included in the Borrowing Base to the extent that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor Agent has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if received such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor.appraisal with respect thereto); (b) If, at any time prior to the seventh anniversary Obligor may acquire any other Obligor or all or any part of the date of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, assets of any life insurance other Obligor; and (c) any Obligor may acquire any Excluded Subsidiary or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; the assets thereof provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundthat, the Specified Conditions have been satisfied.

Acquisitions. The Borrower shall not, and shall not permit any Subsidiary to, make any Acquisition except (a) Notwithstanding anything single Acquisitions, the Acquisition Consideration for which does not exceed $3,500,000 and so long as in this Agreement any fiscal year the aggregate Acquisition Consideration paid by the Borrower and the Subsidiaries for all Acquisitions during such fiscal year does not exceed $7,500,000 and (b) single Acquisitions the aggregate Acquisition Consideration for which equal or exceeds $3,500,000, if each Lender receives financial projections in form and substance acceptable to the contrary, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be Lenders and demonstrating compliance with (i) deemed to be the covenants described in violation of this Agreement or any International Selling Agreement or Section 6.3(a) hereof and (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely repayments as a result of Parent the reductions in the Commitment set forth in Section 2.6(c) hereof, each after giving effect to such acquisition and for the period beginning on such date of acquisition and ending on Maturity Date; and, in the case of each permitted Acquisition set forth above, only so long as in each such case (A) the Lenders shall have received prior written notice at least 30 Business Days prior to the date of such transaction, (B) the Administrative Lender shall have received at least 10 Business Days prior to the date of such transaction a Compliance Certificate in the form required by Section 6.3 hereof, but setting forth the covenant calculations described in Section 6.3(a) hereof both prior to and after giving effect to the proposed transaction, (C) no Default or one Event of its Affiliates acquiring Default shall exist prior to or after such Acquisition, (D) the Person who is, or whose assets or a business of any Person are being, acquired is engaged in the distribution Borrower's Business, (E) the capital stock, partnership interests and Intercompany Notes, as applicable, of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor. (b) If, at any time prior Subsidiary being acquired are pledged pursuant to the seventh anniversary of the date of this appropriate Pledge Agreement, (iF) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) assets of the Acquisition AgreementSubsidiary being acquired, andor the assets being acquired, for are pledged pursuant to the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, appropriate Security Agreement and (iiG) Parent or its Affiliates are permitted the Subsidiary being acquired becomes party to acquire such Target Business pursuant a Subsidiary Guaranty. SECTION 8. Amendment to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is bound.Section 7.11

Acquisitions. Make or permit any of its Restricted Subsidiaries to make any Acquisition, other than the Sylvan Acquisition, the Highlight Acquisition and the Sunbelt Acquisition, unless (aso long as no Default or Event of Default has occurred and is continuing or would result therefrom) Notwithstanding anything in this Agreement to the contrary, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be (i) deemed (x) the Acquisition has a Total Enterprise Value of less than $10,000,000 individually or in the aggregate with other Acquisitions in any Financial Year, (y) in the case of Acquisitions in respect of which the Total Enterprise Value is greater than or equal to $10,000,000 but less than $20,000,000 individually or in aggregate with other Acquisitions in any Financial Year, the prior written consent (which may be withheld in violation the sole discretion of this Agreement the Lenders) of the Supermajority Lenders is obtained, or (z) in the case of Acquisitions in respect of which the Total Enterprise Value is equal to or greater than $20,000,000 individually or in aggregate with other Acquisitions in any International Selling Agreement or Financial Year, the prior written consent (which may be withheld in the sole discretion of the Lenders) of all of the Lenders is obtained, (ii) obligated hereunder the Acquisition is consistent with the most recently delivered Annual Business Plan, (iii) the Acquisition is or under is in the Business, (iv) if the Acquisition is an acquisition of shares of a Person, Bracknell acquires all the issued and outstanding shares of the Person, (v) the Acquisition is not a hostile take-over bid, (vi) the Acquisition is in respect of a business whose assets are located in Canada or the United States of America and the Administrative Agent on behalf of the Lenders will have first-ranking security interest over the assets to be acquired, subject to Permitted Liens, and (vii) the Borrowers shall have delivered to the Administrative Agent, financial statements for three consecutive Financial Quarters, following the first Financial Quarter in which the Sylvan Acquisition, the Highlight Acquisition and the Sunbelt Acquisition are fully accounted for in accordance with GAAP. Bracknell shall provide to the Administrative Agent as soon as possible in connection with any International Selling Agreement to take any action proposed Acquisition: A. a copy of the proposed acquisition agreement, when available; B. financial statements (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force)audited, if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor. (b) If, at any time prior to the seventh anniversary of the date of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(xavailable) of the Acquisition Agreement, and, business being acquired for three prior fiscal years (or as many prior fiscal years as the business has been in existence if it has been in existence for less than three fiscal years); C. unconsolidated and consolidated financial forecasts for the avoidance business being acquired up to the end of doubtthe first Financial Quarter following the Relevant Repayment Date; D. a detailed business plan, excluding realized gains) derived from analysis or similar report and pro forma financial statements and statement of sources and uses of Bracknell on a Competitive Business (as defined in consolidated basis showing the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) impact of the Acquisition Agreementon the business and financial prospects of the Borrowers and the Restricted Subsidiaries for a period up to the Relevant Repayment Date; E. a pro forma Compliance Certificate setting out the aggregate purchase price of all Acquisitions in the relevant Financial Year and stating that after the Acquisition, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period Borrowers will be in compliance with all covenants, including financial covenants, referred to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, herein and that such right shall be subject to any applicable contractual Acquisition will not result in the occurrence of a Default or Event of Default; and F. such other restrictions by which such Target Affiliated Distributor is boundinformation as the Administrative Agent may reasonably request.

Acquisitions. (a) Notwithstanding anything in this Agreement to the contraryThe Parent will not, but subject to Section 3.6(b)and will not permit any of its Restricted Subsidiaries to, neither Parent nor make any International Parent Distributor shall be Acquisition unless: (i) deemed to such Acquisition (if by purchase of assets, merger, consolidation or amalgamation) shall be effected in violation such manner so that the acquired business, and the related assets, are owned either by the Parent or a Subsidiary of this Agreement the Parent and, if effected by merger, consolidation or any International Selling Agreement amalgamation involving the Parent, the Parent shall be the continuing or surviving entity and, if effected by merger, consolidation or amalgamation involving a Subsidiary of the Parent, such Subsidiary shall be the continuing or surviving entity; (ii) obligated hereunder such Acquisition (if by purchase of Equity Interests) shall be effected in such manner so that the acquired entity becomes a Subsidiary of the Parent; (iii) such business and the related assets, or any acquired Subsidiary, are primarily a business permitted under any International Selling Agreement Section 8.10; (iv) after giving effect to take any action such Acquisition on a pro forma basis (as if completed on the first day of the four-quarter period ended on the last day of the most recent fiscal quarter for which financial statements are then available, and including in such pro forma calculation all Indebtedness assumed as part of or incurred to finance such Acquisition as if such Indebtedness was incurred on the first day of such period) the Total Leverage Ratio would be no greater than 2.25 to 1 (such ratio to be based upon financial statements for the acquired business that, in the Parent’s reasonable opinion, are sufficient for it to make any adjustment a calculation thereof on a pro forma basis, as at the end of and for Credit Agreement the period of four fiscal quarters most recently ended prior to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; providedsuch Acquisition for which financial statements of the Parent and its Subsidiaries are available, howeverunder the assumption that such Acquisition shall have occurred, that nothing and any Indebtedness in this Section 3.6(a) connection therewith shall limit have been incurred, at the beginning of the applicable period), provided that, unless such Acquisition is made solely with Unapplied Equity Proceeds, in the event such Acquisition shall be of a stand-alone business entity or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has unit of the right under this Agreement or any International Selling Agreement to be respective seller for which separate audits are available and the exclusive provider aggregate amount of consideration in respect of such Product or New Product Acquisition shall exceed $25,000,000, the Parent shall have delivered to the Administrative Agent financial statement for the acquired business for its most recent fiscal year reviewed by independent auditors; and (v) at the time of and both before and after giving effect to such International Parent Distributor. Acquisition (b) Ifincluding under any financial covenant calculated on a pro forma basis), at any time prior to no Default shall have occurred and be continuing and, unless such Acquisition is made solely with Unapplied Equity Proceeds, the seventh anniversary sum of the date unused Revolving Credit Commitments and Incremental Loan Commitments of this Agreement, (i) Parent acquires a Target Business (as defined in each Class together with cash and Cash Equivalents carried on the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) consolidated balance sheets of the Acquisition Agreement, and, for the avoidance Parent and its consolidated Restricted Subsidiaries (excluding cash and Cash Equivalents securing reimbursement obligations in respect of doubt, excluding realized gainsSecured LOCs) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted is at least equal to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is bound$50,000,000.

Acquisitions. Any Borrower or a Wholly Owned Subsidiary of ------------ such Borrower may acquire any business or Property from, or capital stock of, or be a party to any acquisition of, any Person, so long as: (aA) Notwithstanding anything the aggregate Purchase Price of any individual such acquisition shall not exceed $200,000,000; (B) such acquisition (if by purchase of assets, merger or consolidation) shall be effected in this Agreement such manner so that the acquired business, and the related assets, are owned either by a Borrower or a Wholly Owned Subsidiary of a Borrower and, if effected by merger or consolidation involving a Borrower, such Borrower shall be the continuing or surviving entity and, if effected by merger or consolidation involving a Wholly Owned Subsidiary of a Borrower, such Wholly Owned Subsidiary shall be the continuing or surviving entity; (C) such acquisition (if by purchase of stock) shall be effected in such manner so that the acquired entity becomes a Wholly Owned Subsidiary of a Borrower; (D) with respect to any acquisition involving an aggregate Purchase Price in excess of $25,000,000, the Borrowers shall deliver to the contrary, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be (i) deemed to be in violation of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor.Administrative Agent (b1) If, at any time no later than five Business Days prior to the seventh anniversary consummation of each such acquisition (or such earlier date as shall be five Business Days after the execution and delivery thereof), copies of the date respective agreements or instruments pursuant to which such acquisition is to be consummated (including, without limitation, any related management, non-compete, employment, option or other material agreements), any schedules to such agreements or instruments and all other material ancillary documents to be executed or delivered in connection therewith and (2) promptly following request therefor (but in any event within three Business Days following such request), copies of this Agreementsuch other information or documents relating to each such acquisition as the Administrative Agent shall have requested; (E) with respect to any acquisition involving an aggregate Purchase Price in excess of $25,000,000, the Administrative Agent shall have received (iand shall promptly forward a copy thereof to each Lender which requests one) Parent acquires a Target Business letter (as defined in the Acquisition Agreement), case of which each legal opinion delivered to the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business Borrowers pursuant to Sections 6.17(a)(xsuch acquisition) or 6.17(a)(xifrom each Person delivering such opinion (which shall in any event include an opinion of special FCC counsel) authorizing reliance thereon by the Administrative Agent and the Lenders; (F) with respect to any acquisition involving an aggregate Purchase Price in excess of $25,000,000, the Acquisition Agreement, then Purchaser through the Purchaser Insurers Borrowers shall have delivered to the right during Administrative Agent and the remainder Lenders evidence satisfactory to the Administrative Agent and the Majority Lenders of such seven-year period to be a provider to each Target Affiliated Distributorreceipt of all licenses, permits, approvals and consents, if any, on a nonrequired with respect to such acquisition (including, without limitation, the consents of the respective municipal franchising authorities to the acquisition of the respective CATV Systems being acquired (if any)); (G) the entire amount of the consideration payable by the Borrowers and their Subsidiaries in connection with such acquisition (other than customary post-exclusive Level Playing Field basisclosing adjustments and indemnity obligations, of any life insurance or annuity product and other than Indebtedness incurred in connection with such acquisition that is distributed by such Target Affiliated Distributor permitted under paragraphs (c) or (f) of Section 8.07 hereof) shall be payable on a non-exclusive basis either immediately before or following the date of such acquisition; provided; (H) none of the Borrowers nor any of its Subsidiaries shall, that in connection with such right acquisition, assume or remain liable in respect of (x) any Indebtedness of the seller or sellers (except for Indebtedness permitted under Section 8.07(f) hereof) or (y) other obligations of the seller or sellers (except for obligations incurred in the ordinary course of business in operating the CATV System so acquired and necessary or desirable to the continued operation of such CATV System); (I) to the extent the assets purchased in such acquisition shall be subject to any applicable contractual Liens not permitted hereunder, such Liens shall have been released (or arrangements for such release satisfactory to the Administrative Agent shall have been made); (J) to the extent applicable, the Borrowers shall have complied with the provisions of Section 8.18 hereof, including, without limitation, to the extent not theretofore delivered, delivery to the Administrative Agent of (x) the shares of stock or other restrictions ownership interests, accompanied by undated stock powers or other powers executed in blank, and (y) the agreements, instruments, opinions of counsel and other documents required under Section 8.18 hereof; (K) after giving effect to such acquisition the Borrowers shall be in compliance with Section 8.10 hereof (the determination of such compliance to be calculated on a pro forma basis, as at the end of and for the fiscal quarter most recently ended prior to the date of such acquisition for which financial statements of the Borrowers and their Subsidiaries are available, under the assumption that such Target Affiliated Distributor is boundacquisition shall have occurred, and any Indebtedness in connection therewith shall have been incurred, at the beginning of the applicable period, and under the assumption that interest for such period had been equal to the actual weighted average interest rate in effect for the Loans hereunder on the date of such acquisition), and the Borrowers shall have delivered to the Administrative Agent a certificate of a Senior Officer showing such calculations in reasonable detail to demonstrate such compliance; (L) immediately prior to such acquisition and after giving effect thereto, no Default shall have occurred and be continuing; and (M) the Borrowers shall deliver such other documents and shall have taken such other action as the Majority Lenders or the Administrative Agent may request (which may include evidence that the Borrowers shall have received an equity contribution from Mediacom or the proceeds of the issuance of Affiliate Subordinated Indebtedness pursuant to documentation and in amounts in form and substance satisfactory to the Majority Lenders and the Administrative Agent).

Acquisitions. (a) Notwithstanding anything Enter into any agreement, contract, binding commitment or other arrangement providing for any Acquisition, or take any action to solicit the tender of securities or proxies in this Agreement respect thereof in order to effect any Acquisition, provided that the contraryBorrower, but subject to Section 3.6(b), neither the Parent nor any International Parent Distributor and the Subsidiaries shall be permitted to enter into any such agreement, contract, binding commitment or other arrangement providing for any Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, if after giving pro forma effect to such Acquisition and any transaction related thereto, the Consolidated Leverage Ratio is less than or equal to 2.75 to 1.00, so long as (i) deemed the Person to be in violation (or whose assets are to be) acquired does not oppose such Acquisition and the line or lines of this Agreement business of the Person to be acquired are closely related to one or any International Selling Agreement more line or lines of business conducted by the Borrower, the Parent, or its Subsidiaries, (ii) obligated hereunder no Default or under any International Selling Agreement Event of Default shall have occurred and be continuing either immediately prior to take any action or immediately after giving effect to such Acquisition, (including to make any adjustment to commissions, economic inducements or other benefits for iii) the Sales Force), if such violation would arisePerson acquired shall be a wholly-owned Subsidiary, or such action would be required to be taken, solely as a result of merged into the Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor. (b) If, at any time prior to the seventh anniversary wholly-owned Subsidiary of the date of this AgreementParent, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) immediately upon consummation of the Acquisition Agreement(or if assets are being acquired, and, for the avoidance acquiror shall be the Parent or a wholly-owned Subsidiary of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amountParent), and (iiiv) Parent or its Affiliates are permitted after giving effect to acquire such Target Business pursuant Acquisition, the aggregate Costs of Acquisition incurred in any Fiscal Year (on a noncumulative basis, with the effect that amounts not incurred in any Fiscal Year may not be carried forward to Sections 6.17(a)(xa subsequent period) or 6.17(a)(xishall not exceed twenty percent (20%) of Consolidated Total Assets as of the Acquisition Agreement, then Purchaser through end of the Purchaser Insurers shall have immediately preceding Fiscal Year.” (n) Section 7.04(d) is deleted in its entirety and the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that following is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is bound.inserted in lieu thereof:

Acquisitions. The Borrower has furnished Agent with true and correct copies of the Acquisition Documents. As of the Closing Date, (a) Notwithstanding anything each of the representations and warranties contained in this Agreement the Acquisition Documents made by the Borrower thereunder is true and correct in all material respects and (b) to the contraryactual knowledge of the Borrower, but each of the representations and warranties contained in the Acquisition Documents made by the other parties thereto, are true and correct in all material respects and may be relied on by Agent and the Lenders, in the case of each of clauses (a) and (b), subject to Section 3.6(b)scheduled exceptions thereto. As of the Closing Date, neither Parent nor any International Parent Distributor shall be the Theraplant Acquisitions has been consummated (i) deemed to be in violation or is being consummated substantially concurrently with the closing of this Agreement or any International Selling Agreement or (iiAgreement) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissionsin accordance with the terms of the Theraplant Acquisition Documents in all material respects. The Acquisitions will comply with all applicable material legal requirements in all material respects, economic inducements or except for Federal Cannabis Laws. All necessary governmental, regulatory, creditor, shareholder, partner and other benefits for the Sales Force)material consents, if such violation would arise, or such action would be approvals and exemptions required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in obtained by the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor. (b) If, at any time Loan Parties prior to the seventh anniversary closing of such acquisition and, to Loan Parties’ knowledge, each other party to the Acquisition Documents in connection with the Acquisitions have been duly obtained and are in full force and effect. All applicable waiting periods with respect to the Acquisition have expired without any action being taken by any competent Governmental Authority that restrains, prevents or imposes material adverse conditions upon the consummation of the date of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues Acquisition. The execution and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) delivery of the Acquisition AgreementDocuments do not, andand the consummation of the Acquisitions will not, for violate any statute or regulation of the avoidance United States (including any securities law) or of doubtany state or other applicable jurisdiction, excluding realized gains) derived from a Competitive Business (as defined in or any order, judgment or decree of any court or governmental body binding on the Loan Parties or, to the Loan Parties’ knowledge, any other party to the Acquisition Agreement) are more than Documents, or result in a de minimis amountbreach of, and (ii) Parent or its Affiliates are permitted constitute a default under, any Material Contract or any judgment, order or decree, to acquire such Target Business pursuant which any other party is a party or by which any other party is bound or, to Sections 6.17(a)(x) or 6.17(a)(xi) of the Loan Parties’ knowledge, to which any other party to the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be Documents is a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance party or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which any such Target Affiliated Distributor party is bound, except for Federal Cannabis Laws.

Acquisitions. Make any Acquisition unless: (i) no Default or Event of Default exists either immediately prior to such Acquisition or after giving effect to such Acquisition; and (ii) such Acquisition is approved by the board of directors of the corporation (if any) which is the subject of such Acquisition, or is recommended by such board to the shareholders of such corporation; and (iii) if the principal business of the corporation or other entity which is the subject of such Acquisition is not in the Core Business, then the aggregate amount expended by the Parent or any Subsidiary for such Acquisition, and for all other Acquisitions where the principal business of the corporation or other entity which is the subject thereof is not in the Core Business, is not more than $20,000,000. As used herein, the term "Acquisition" means any transaction pursuant to which the Parent or any of its Subsidiaries (a) Notwithstanding anything acquires equity securities (or warrants, options or other rights to acquire such securities) of any corporation or other entity other than the Parent or any corporation which is not then a Subsidiary of the Parent, pursuant to a solicitation of tenders therefor, or in this Agreement one or more negotiated block, market or other transactions not involving a tender offer, or a combination of any of the foregoing, or (b) makes any corporation or other entity a Subsidiary of the Parent, or causes any such corporation or other entity to be merged into the Parent or any of its Subsidiaries, in any case pursuant to a merger, purchase of securities or of assets or any reorganization providing for the delivery or issuance to the contraryholders of the then outstanding securities of such corporation or other entity, but subject to Section 3.6(b)in exchange for such securities, neither of cash or securities of the Parent nor any International Parent Distributor shall be (i) deemed to be in violation of this Agreement or any International Selling Agreement of its Subsidiaries, or a combination thereof, or (iic) obligated hereunder purchases all or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for substantially all of the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a of any line of business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor. (b) If, at any time prior to the seventh anniversary of the date of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual corporation or other restrictions by which such Target Affiliated Distributor is boundentity.

Acquisitions. Make any Acquisition, except that Borrower or any Subsidiary may make any Acquisition, unless otherwise prohibited by Section 8.18, if: (a) Notwithstanding anything in this Agreement such Acquisition relates to the contrary, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be Business and has been approved in good faith by (i) deemed the Board of Directors of Borrower to be in violation the extent required by the bylaws or other organizational documents of this Agreement or any International Selling Agreement or the Borrower, (ii) obligated hereunder or under any International Selling Agreement to take any action the Board of Directors of the entity that is the acquiror and (including to make any adjustment to commissions, economic inducements iii) the Board of Directors or other benefits for organizational governance body of the Sales Force), if such violation would arise, acquired entity or such action would be required the Board of Directors or other organizational governance body of the other parties to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged the joint venture (in the distribution case of financial services products following the date of this Agreement; provided, however, that nothing Acquisitions in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor.joint venture); (b) If, at any time prior no Default or Event of Default exists or would exist after giving effect to such Acquisition; (c) after considering the seventh anniversary pro forma position of the date of this AgreementConsolidated Entities subsequent to such Acquisition, (i) Parent acquires a Target Business (as defined the Borrower will continue to be in compliance with the Acquisition Agreement), of which the net revenues and net earnings (financial covenants contained in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amountArticle IX, and the chief financial officer of Borrower has delivered a Compliance Certificate to Lender demonstrating such compliance; (iid) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period assets to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right acquired shall not be subject to any applicable contractual Lien or encumbrance, except Permitted Liens; (e) the Borrower shall have furnished Lender with such additional documents and information (including without limitation appraisals and environmental reports), in each case at the Borrower's sole cost, as the Lender shall have reasonably requested in connection with such Acquisition; (f) with respect to Acquisitions of Wholly-Owned Subsidiaries only, and not Acquisitions in joint ventures, the Borrower has complied with Section 7.09 (unless such Acquisition transaction shall comply with the provisions of clause (ii) of the last sentence of Section 8.18); and (g) for any Acquisition pursuant to which the Borrower or the Subsidiaries making such Acquisition pays more than $15,000,000 in consideration (including the incurrence, continuance or assumption of Debt) in any Fiscal Year or if, after giving effect to the consummation of such Acquisition, the Borrower or the Subsidiaries will have paid more than an aggregate of $35,000,000 in consideration (including the incurrence, continuance or assumption of Debt) with respect to such Acquisition and all other restrictions by which Acquisitions consummated during any Fiscal Year, such Target Affiliated Distributor is boundAcquisition shall have received the prior written consent of the Lender, and the conditions set forth in clauses (a) through (f) of this Section shall have been satisfied.

Acquisitions. Make any Acquisitions, except, subject to Section 1.07(d), so long as there exists no Default prior to and/or after giving effect to each such Acquisition, the Borrower and its Restricted Subsidiaries may make Permitted Acquisitions, so long as (a) Notwithstanding anything in this Agreement to the contrary, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor Borrower shall be (i) deemed in compliance on a Pro Forma Basis with the financial covenants set forth in Section 7.13 both before and after giving effect to be each such Permitted Acquisition, and each consummation of a Permitted Acquisition by the Borrower shall constitute a representation by the Borrower that it is in violation of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for such compliance with the Sales Force), if such violation would arise, or such action would be required to be taken, solely covenants set forth in Section 7.13 as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor.described above; (b) Ifexcept with respect to Investments that are also Acquisitions of an Unrestricted Subsidiary, at any time the Borrower shall have given the Administrative Agent prior written notice regarding each Permitted Acquisition with a cash consideration of $75,000,000 or more; (c) except with respect to Investments that are also Acquisitions of an Unrestricted Subsidiary, with respect to each Permitted Acquisition with a cash consideration of $200,000,000 or more, the Borrower shall have delivered to the Administrative Agent: (i) within five days prior to the seventh anniversary consummation of such Acquisition (or such lesser time as agreed to by the Administrative Agent), calculations demonstrating on a Pro Forma Basis compliance with the financial covenants set forth in Section 7.13 for the applicable Measurement Period, all in such detail and in such form as is reasonably acceptable to the Administrative Agent; and (ii) within five days prior to the consummation of any such Acquisition (or such lesser time as agreed to by the Administrative Agent), projections for the Borrower for a period of the date lesser of five years and the maturity of the Loans hereunder after the closing of such Acquisition (giving effect to such Acquisition) and showing the source of financing for such Acquisition, all in such detail and in such form as is reasonably acceptable to the Administrative Agent; and (d) except with respect to Investments that are also Acquisitions of an Unrestricted Subsidiary, with respect to each Permitted Acquisition consummated under this AgreementSection 7.07, the Borrower shall have complied with each of the following: (i) Parent acquires except as permitted by Section 5.17, all FCC Licenses acquired in connection with each such Acquisition shall be transferred promptly upon consummation of such Acquisition to a Target Business License Subsidiary; (as defined ii) with respect to Permitted Acquisitions with a cash consideration in excess of $100,000,000, unless (A) the Acquisition AgreementBorrower reasonably expects that the Final Order will be granted notwithstanding the filing of any objection and (B) with respect to any objections filed (except objections filed by repeat nuisance filers (or their affiliates, agents or representatives) that have made a filing on multiple occasions against the Borrower or the Parent, or any Subsidiary of either of them (“Nuisance Filers”)), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) Borrower has given notice to the Administrative Agent of the expectation in clause (A) preceding, the FCC consent to the assignment of the FCC Licenses relating to the Stations being acquired pursuant to such Permitted Acquisition Agreement, and, at such time (the “FCC Consent”) shall have become a Final Order; for the avoidance of doubt, excluding realized gainsthe Borrower may reasonably expect that the Final Order will be granted notwithstanding the filing of any objections made by Nuisance Filers, which such filing would not reasonably be expected to prevail; (iii) derived from the Parent, the Borrower or the applicable Subsidiary shall have granted, or will grant in accordance with Section 6.12, a Competitive Business prior and first Lien priority interest in, and pledged to the Administrative Agent on behalf of the Secured Parties, all of the Equity Interests of each such new Domestic Subsidiary acquired in connection with a Permitted Acquisition hereunder as additional collateral for the Obligations to be held by the Administrative Agent in accordance with the terms of the Parent/Borrower Pledge Agreement or the Subsidiary Pledge Agreement, and executed and delivered to the Administrative Agent all such documentation for such pledge (including, a supplement to the Subsidiary Pledge Agreement, original stock certificates and duly executed stock powers, as defined applicable) as, in the Acquisition reasonable opinion of the Administrative Agent, is required to perfect or protect such Lien and grant a prior and first Lien; (iv) if a new Domestic Subsidiary which is not an Unrestricted Subsidiary is acquired or created in connection with such Acquisition, the newly created or acquired Domestic Subsidiary shall in accordance with Section 6.12 execute and deliver a Security Agreement Supplement or such other document as requested by the Administrative Agent to ▇▇▇▇▇ ▇ ▇▇▇▇ on and security interest in all assets (other than Excluded Collateral) of such new Domestic Subsidiary as additional collateral for the Obligations to be held by the Administrative Agent in accordance with the terms of the Security Agreement) are more than a de minimis amount, and executed and delivered to the Administrative Agent all such documentation for such security interest as, in the reasonable opinion of the Administrative Agent, is required to perfect or protect such Lien and grant a prior and first Lien; provided that in each case no such action shall be required to perfect or provide for the priority of Liens in Non-Perfected Collateral; and (iiv) Parent to the extent requested by the Administrative Agent, the Borrower shall have delivered to the Administrative Agent evidence reasonably satisfactory to the Administrative Agent to the effect that all material approvals, consents or its Affiliates are permitted authorizations required in connection with such Acquisition (including the formation of any License Subsidiary and the transfer of FCC Licenses to acquire a License Subsidiary) from any Licensing Authority or other Governmental Authority shall have been obtained, and such Target Business opinions as the Administrative Agent may reasonably request as to the Liens granted to the Administrative Agent, for the benefit of the Secured Parties in the Equity Interest, as required pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreementthis Section, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject as to any applicable contractual or required regulatory approvals for such Acquisition and as to such other restrictions by which such Target Affiliated Distributor is boundmatters as the Administrative Agent may reasonably request.

Acquisitions. Not, and not permit any Subsidiary to, make any Acquisition other than Acquisitions that meet the following requirements (each a “Permitted Acquisition”); (a) Notwithstanding anything in this Agreement to the contrary, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be (i) deemed business or Person to be in violation of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged acquired is in the distribution same or substantially similar line of financial services products following business as the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor.Borrower; (b) Ifif such Acquisition is structured as a merger involving the Borrower or a Guarantor, at any time prior to the seventh anniversary Borrower or such Guarantor shall be the surviving entity and the Borrower or such Guarantor shall acquire 100% of the date acquired entity; (c) no Event of this Agreement, Default or Unmatured Event of Default shall exist or result from such Acquisition; (d) such Acquisition is not actively opposed by the Governing Body of the selling Persons or the Persons whose Equity Interests are to be acquired; (e) (i) Parent acquires after giving effect to such Acquisition, the Borrower has a Target Business (as defined in the Acquisition Agreement), pro forma cash balance of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amountat least $100,000,000, and (ii) Parent if the Acquisition is for aggregate consideration of more than $50,000,000, the Borrower shall have delivered to the Administrative Agent, at least 10 Business Days prior to such Acquisition (or such shorter period as the Administrative Agent may agree in its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(xsole discretion) or 6.17(a)(xi) to, a certificate of a Responsible Financial Officer of the Acquisition AgreementBorrower demonstrating, then Purchaser through to the Purchaser Insurers shall have satisfaction of the right during Administrative Agent, (A) pro forma compliance with each of the remainder financial covenants set forth in Section 10.7 (as of the last day of the most recently ended Fiscal Quarter and giving pro forma effect to such seven-Acquisition), (B) the pro forma Total First Lien Leverage Ratio (as of the last day of the most recently ended Fiscal Quarter and giving pro forma effect to such Acquisition) is not greater than 4.00 to 1.00, and (C) audited financial statements for the most recently completed fiscal year period of the Person to be acquired, prepared by a provider nationally recognized accounting firm; and (f) any newly created or acquired Subsidiary or property shall, to each Target Affiliated Distributorthe extent required by Section 10.19, if any, on become a non-exclusive Level Playing Field basis, Guarantor and any acquired assets become part of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisitionthe Collateral; provided, that the aggregate amount of consideration paid by or on behalf of the Borrower and its Subsidiaries in respect of a Person that does not become a Guarantor or in respect of assets that will not become assets of the Borrower or a Guarantor shall not exceed $100,000,000 in the aggregate for all such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundAcquisitions.

Acquisitions. Make any Acquisitions, except, subject to Section 1.07(d), so long as there exists no Default prior to and/or after giving effect to each such Acquisition, the Borrower and its Restricted Subsidiaries may make Permitted Acquisitions, so long as (a) Notwithstanding anything in this Agreement except with respect to Investments that are also Acquisitions of an Unrestricted Subsidiary, the contrary, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor Borrower shall be (i) deemed to be in violation have given the Administrative Agent prior written notice regarding each Permitted Acquisition with a cash consideration of this Agreement $75,000,000 or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor.more; (b) Ifexcept with respect to Investments that are also Acquisitions of an Unrestricted Subsidiary, at any time with respect to each Permitted Acquisition with a cash consideration of $200,000,000 or more, the Borrower shall have delivered to the Administrative Agent: (i) within five days prior to the seventh anniversary consummation of any such Acquisition (or such lesser time as agreed to by the Administrative Agent), projections for the Borrower for a period of the date lesser of five years and the maturity of the Loans hereunder after the closing of such Acquisition (giving effect to such Acquisition) and showing the source of financing for such Acquisition, all in such detail and in such form as is reasonably acceptable to the Administrative Agent; and (c) except with respect to Investments that are also Acquisitions of an Unrestricted Subsidiary, with respect to each Permitted Acquisition consummated under this AgreementSection 7.07, the Borrower shall have complied with each of the following: (i) Parent acquires except as permitted by Section 7.21, the FCC shall be requested to assign all FCC Licenses in connection with each Acquisition to a Target Business License Subsidiary as the holder of such FCC Licenses; (ii) [reserved]; (iii) the Borrower or the applicable Loan Party shall have granted, or will grant in accordance with Section 6.12, a first priority Lien (subject to Permitted Liens) in, and pledged to the Administrative Agent on behalf of the Secured Parties, to the extent required by the Security Agreement, the Equity Interests of each such new Domestic Subsidiary (other than an Excluded Subsidiary) acquired in connection with a Permitted Acquisition hereunder as defined additional collateral for the Obligations to be held by the Administrative Agent in accordance with the terms of the Security Agreement, and executed and delivered to the Administrative Agent all such documentation for such pledge (including, a supplement to the Security Agreement, original stock certificates and duly executed stock powers, as applicable) as, in the Acquisition reasonable opinion of the Administrative Agent, is required to grant, perfect or protect such Lien to the extent required under the Security Agreement); (iv) if a new Domestic Subsidiary which is not an Unrestricted Subsidiary or an Excluded Subsidiary is acquired or created in connection with such Acquisition, of which the net revenues and net earnings such newly created or acquired Domestic Subsidiary shall (or will) in each case, calculated in a manner consistent accordance with Section 6.17(a)(x) 6.12 execute and deliver a supplement to the Guaranty and Security Agreement Supplement or such other document as requested by the Administrative Agent to evidence its Guaranty of the Acquisition Obligations and to g▇▇▇▇ ▇ ▇▇▇▇ on and security interest in all assets constituting Collateral of such new Domestic Subsidiary as additional collateral for the Obligations to be held by the Administrative Agent in accordance with the terms of the Security Agreement, and executed and delivered to the Administrative Agent all such documentation for such security interest as, in the reasonable opinion of the Administrative Agent, is required to grant, perfect or protect such Lien to the extent required under the Security Agreement; and (v) to the extent requested by the Administrative Agent, the Borrower shall have delivered to the Administrative Agent evidence reasonably satisfactory to the Administrative Agent to the effect that all material approvals, consents or authorizations required in connection with such Acquisition (including with respect to the formation of any License Subsidiary and the issuance or assignment of FCC Licenses to a License Subsidiary) from any Licensing Authority or other Governmental Authority shall have been obtained, and such opinions as the Administrative Agent may reasonably request as to (i) the Liens granted to the Administrative Agent, for the avoidance benefit of doubt, excluding realized gains) derived from a Competitive Business (as defined the Secured Parties in the Acquisition Agreement) are more than a de minimis amountEquity Interest, and as required pursuant to this Section, (ii) Parent or its Affiliates are permitted to acquire any required regulatory approvals for such Target Business pursuant to Sections 6.17(a)(xAcquisition and (iii) or 6.17(a)(xi) of such other matters as the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundAdministrative Agent may reasonably request.

Acquisitions. Borrower will not, and will not permit any ------------ of its Subsidiaries to, make any Acquisition, except that Borrower and the other Credit Parties may make Acquisitions of any assets or Person (the "Target") (in ------ each case a "Permitted Acquisition"), subject to the satisfaction of each of the --------------------- following conditions: (a) Notwithstanding anything in this Agreement to the contrary, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor such Permitted Acquisition shall be only involve assets (i) deemed to be located in violation the United States or consisting of this Agreement or any International Selling Agreement or Stock of a corporation incorporated in the United States and conducting business in the United States, and (ii) obligated hereunder comprising a health care business, or under assets with which to conduct a health care business, or 100% of the capital Stock of a Person conducting a health care business; (b) such Permitted Acquisition shall be consensual and shall have been approved by the Target's board of directors, if a corporation, and otherwise by such other body or Person as shall have the necessary authority to so approve; (c) the aggregate of (i) the cash consideration paid by Borrower or any International Selling Agreement of the other Credit Parties in respect of such Permitted Acquisition, (ii) the principal amount of any Indebtedness incurred by Borrower or any other Credit Party in connection with such Permitted Acquisition (without duplication as to take any action (including to make any adjustment to commissions, economic inducements Revolving Credit Advance or other benefits for Indebtedness incurred to fund any of the Sales Force)cash consideration included in clause (i) and excluding any "earn out" obligation permitted pursuant to paragraph (e) below, if to the extent that such violation would arise, or such action would be obligation is not required to be taken, solely reflected as a result liability on a consolidated balance sheet of Parent or one of its Affiliates acquiring assets or a business Borrower in accordance with GAAP), (iii) the amount of any Person engaged Indebtedness of the Target that, immediately after the consummation of such Permitted Acquisition, would be reflected on a consolidated balance sheet of Borrower in accordance with GAAP, and (iv) the amount of the Target's working capital deficit (i.e., the excess, if any, of the Target's current liabilities ---- (excluding the current portion of long term debt) over its current assets) that, immediately after the consummation of such Permitted Acquisition, would be reflected on a consolidated balance sheet of Borrower in accordance with GAAP, shall not exceed $2,000,000 with respect to each Permitted Acquisition or $4,000,000 in the distribution of financial services products following the date of this Agreementaggregate for all such Permitted Acquisitions during any Fiscal Year; provided, however, that nothing in this for so long as Borrower's EBITDA for the -------- ------- Rolling Four Quarter Period for which Borrower has most recently provided a Compliance Certificate to the Administrative Agent pursuant to Annex F equals or ------- exceeds $15,000,000, Borrower may apply the Net Cash Proceeds of asset sales permitted pursuant to Section 3.6(a6.08 to such Permitted Acquisition, to the extent ------------ not required by Section 5.13(c), (d) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement (e) to be applied to the exclusive provider of such Product or New Product Loans in --------------- --- --- accordance with Sections 1.04(f)(i) and (g) hereof, in addition to such International Parent Distributorany amounts ------------------- --- otherwise permitted by the foregoing dollar limitations. (bd) If, at the aggregate consideration paid by Borrower or any time prior to the seventh anniversary of the date other Credit Parties in respect of this Agreementsuch Permitted Acquisition, including (i) Parent acquires a Target Business the consideration described in paragraph (as defined c) above, plus (ii) the value of any Stock ---- issued by Borrower in connection with such Permitted Acquisition, shall not exceed $5,000,000 with respect to each Permitted Acquisition or $15,000,000 in the aggregate for all such Permitted Acquisitions during any Fiscal Year; (e) the consideration payable in respect of such Permitted Acquisition Agreement)does not include any "earn out" or other contingent payment obligation, unless such "earn out" or other contingent payment obligation: (i) is an obligation solely of which the net revenues Borrower, and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) is not guaranteed by any Subsidiary of the Acquisition Agreement, Borrower; is unsecured; and, for when aggregated with any other such obligation then outstanding, does not cause the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amountmaximum amounts payable under all such obligations to exceed $5,000,000, and (ii) Parent is calculated solely with reference to increases in the Target's EBITDA over that historically achieved by the Target and does not exceed the amount of any such increase; (f) at the time of such Permitted Acquisition, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (g) such Permitted Acquisition shall be permitted under the terms of the Bridge Note Purchase Agreement or the Senior Subordinated Note Agreement, whichever is then outstanding; (h) the Target shall not have incurred an operating loss for the trailing twelve-month period preceding the date of the Permitted Acquisition, as determined based upon the Target's financial statements for its Affiliates are permitted most recently completed fiscal year and its most recent interim financial period completed within sixty (60) days prior to acquire the date of consummation of such Permitted Acquisition; (i) the business, assets and Stock acquired in such Permitted Acquisition shall each be free and clear of all Liens (other than Permitted Liens); (j) Borrower shall have performed a review of the financial statements of the Target Business and shall have determined that such financial statements present fairly in all material respects the financial position and results of operations of the Target as of the dates and for the periods covered by such financial statements; (k) Borrower shall have performed a due diligence review of the Target in a prudent manner and, based on such review, shall have determined that there is no regulatory or other issue in respect of the Target that could reasonably be expected materially and adversely to affect the ongoing operations of the Target; (l) Borrower shall have delivered to the Administrative Agent not less than 15 days prior to the consummation of the Permitted Acquisition: (i) a certificate of a Responsible Financial Officer of Borrower to the effect set forth in paragraphs (a)-(k) above, together with such supporting documentation as the Administrative Agent or the Required Lenders shall reasonably request; (ii) a five year projection of the balance sheet, income statement and cash flow statement of the Target; (iii) a pro forma Compliance Certificate, as of the date and for --------- the period covered by the most recent Compliance Certificate required to be delivered to the Administrative Agent pursuant to Sections 6.17(a)(xAnnex F, prepared on a ------- pro forma basis as if (A) the Permitted Acquisition had occurred on the --------- first day of such period, (B) any sale or 6.17(a)(xiother disposition of Stock or assets occurring after the first day of such period, but on or before the date on which such Compliance Certificate is delivered, had occurred on the first day of such period; (C) any Indebtedness to be incurred by Borrower in connection with the Permitted Acquisition had been incurred as of the first day of such period, and (D) any Indebtedness to be repaid in connection with such Permitted Acquisition Agreementhad been repaid as of the first day of such period; (iv) a copy of the definitive agreement for such Acquisition (or the latest draft thereof), then Purchaser together with all exhibits and schedules thereto; and (v) a certificate of a Responsible Financial Officer of Borrower to the effect that: (1) the Credit Party effecting the proposed Permitted Acquisition will be Solvent upon the consummation of the Permitted Acquisition; (2) Borrower's average daily Excess Borrowing Availability for the most recent month-end for which Borrower is required to deliver a Borrowing Base Certificate hereunder would have exceeded $4,000,000 on a pro forma basis (giving effect to such Permitted Acquisition and any --------- Revolving Credit Advance funded in connection therewith as if made on the first day of such period, but without including in the Borrowing Base any Eligible Accounts of the Target unless the Administrative Agent has reviewed such Eligible Accounts and, in its reasonable judgment, found them to be of similar quality to the Eligible Accounts of the Credit Parties) and such Excess Borrowing Availability of $4,000,000 (determined on the same basis) shall continue through and including the Purchaser Insurers date of consummation of such Permitted Acquisition; and (3) based on the Compliance Certificate most recently delivered to the Administrative Agent pursuant to Annex F and the pro forma Compliance Certificate delivered to ------- --------- the Administrative Agent pursuant to clause (iii) above, Borrower will be in compliance with the financial covenants set forth in Annex G after ------- giving effect to the Permitted Acquisition; (m) Borrower shall have delivered to the right during Administrative Agent not less than three Business Days prior to the remainder consummation of the proposed Acquisition (if not previously delivered pursuant to paragraph (l)(iv) above), a copy of the definitive agreement for such seven-year period to be a provider to each Target Affiliated DistributorAcquisition, if any, on a non-exclusive Level Playing Field basis, of together with all exhibits and schedules thereto; (n) Neither Borrower nor any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right other Credit Party shall be subject to a confidentiality agreement with respect to the proposed Acquisition that shall prohibit Borrower or such Credit Party from making available to the Administrative Agent, its counsel and the Lenders any applicable contractual information regarding the Target or the proposed Acquisition; (o) within 30 days after the date of such Permitted Acquisition, Borrower shall comply with the requirements of Section 5.14 hereof; and ------------ (p) on or before the date of such Permitted Acquisition, the Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent, all opinions, certificates, lien search results and other restrictions documents reasonably requested by which such Target Affiliated Distributor is boundthe Administrative Agent; provided, however, that Borrower may consummate the proposed Acquisition of -------- ------- Summa Health Care Group, Inc., substantially on the terms and conditions set forth in the Summa Merger Agreement, without regard to the foregoing provisions of this Section 6.01 other than those set forth in paragraphs (f), (g), (i), ------------ (m), (n) and (o) above.

Acquisitions. None of the Borrowers will, and none will permit any of its Subsidiaries to, agree to or effect any asset acquisition or stock acquisition except (a) Notwithstanding anything the acquisition of assets in this Agreement to the contraryordinary course of business consistent with past practices, but subject to Section 3.6(b), neither Parent nor and (b) the acquisition by the Borrower (whether of stock or of substantially all of the assets of a business or business division as a going concern or by means of a merger or consolidation) of a 100% interest in any International Parent Distributor other Person (a "Permitted Acquisition") provided that all of the following conditions shall be have been satisfied: (i) deemed such other Person shall operate a similar business to be in violation that of this Agreement or any International Selling Agreement or the Borrowers, (ii) obligated hereunder no Default or under any International Selling Agreement to take any action Event of Default shall have occurred and be continuing and none shall exist after giving effect thereto, (including to make any adjustment to commissionsiii) if the Borrower shall merge with such other Person, economic inducements or other benefits for such Borrower shall be the Sales Force)surviving party of such merger, (iv) if such violation would arisePerson shall become a Subsidiary of any Borrower, or such action would be new Subsidiary shall become a Borrower pursuant to, and take all other actions required by, Section 9.17 hereof, (v) such Borrower shall have delivered to the Agent Compliance Certificates (such Compliance Certificates to be takendistributed to the Banks by the Agent) demonstrating, solely as both immediately prior to and immediately after such acquisition, compliance on a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged Pro Forma Basis with the covenants set forth in the distribution of financial services products following the date Section 11 of this Agreement; provided, however, that nothing Credit Agreement and (vi) the aggregate amount expended by the Borrowers and their Subsidiaries for all Permitted Acquisitions shall not exceed $5,000,000. Nothing in this Section 3.6(a) shall limit or restrict 10.5.3 is intended to prohibit any obligations that Parent Borrower or any International Parent Distributor has of the Borrowers' Subsidiaries from conditionally agreeing to distribute on an exclusive basis a Product any asset or a New Product offered by a Purchaser Insurer stock acquisition subject to the prior approval of the Majority Banks if such Purchaser Insurer has the right under this Agreement Borrower or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor. (b) If, at any time prior to the seventh anniversary of the date of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall Subsidiary will not be subject to any applicable contractual or other restrictions by which penalties in connection with such Target Affiliated Distributor is boundagreement in the event that the Majority Banks do not consent to such acquisition.

Acquisitions. (a) Notwithstanding anything in this Agreement Prior to consummating any Permitted Acquisition, the Borrower shall have delivered to the contraryAgent (in form and detail satisfactory to each Bank and in sufficient copies for each Bank) a written request for such Permitted Acquisition, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be together with the following: (i) At least fifteen (15) days prior to the consummation of such Permitted Acquisition, a description of the substantive terms and conditions thereof and certified copies of (A) the executed letter of intent or a memorandum of understanding, (B) the most recent drafts of the purchase or acquisition agreement (including all exhibits attached thereto) relating to such Permitted Acquisition, together with copies of business plans, financing sources, financial projections and budgets and (C) a description of the differences between the Model Documents and the actual Transactional Documents relating to such Permitted Acquisition; (ii) an officer's certificate, executed by a Responsible Officer, certifying that immediately before and after giving effect to such Permitted Acquisition (A) no Default has occurred and is continuing or will exist, (B) that the Borrower will be in compliance with each of the financial ratios specified in Section 6.14 hereof, together with a reasonably detailed worksheet setting forth the calculation of such ratios and (C) that the Borrower will be in compliance with Section 6.15 hereof (including all of the disclosure requirements set forth therein); and (iii) copies of the executed purchase or acquisition agreement, certified by a Responsible Officer, as soon as such agreement is executed and delivered by the parties thereto. (b) The Agent and each Bank may accept or reject any request of the Borrower for a Permitted Acquisition under Section 6.12(a) hereof in their sole and absolute discretion within fifteen (15) days after receipt thereof and the failure by the Agent or a Bank to respond to such a request shall be deemed to be in violation of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreementrejection thereof; provided, however, that nothing in this Section 3.6(a) shall limit or restrict with respect to any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor. Permitted Acquisition (b) If, at any time prior to the seventh anniversary so long as all of the date definitional requirements of this Agreementthe term "Permitted Acquisition" are met), (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), aggregate purchase price of which is less than $3,000,000, the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) approval of the Acquisition Agreement, and, for Agent and the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, Banks shall not be required and (ii) Parent or its Affiliates are permitted the aggregate purchase price of which is equal to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) and greater than $3,000,000 but less than $5,000,000, the approval of the Agent and the Banks shall not be required so long as all of the following conditions are met: (A) the target entity which is the subject of the Permitted Acquisition Agreementis engaged in a business similar to the Borrower's Business; (B) the aggregate purchase price is less than 600% of the Operating Cash Flow of the target entity; (C) the sum of the cash and debt portions of the aggregate purchase price does not exceed 350% of the Operating Cash Flow of the target entity; (D) no Default or Event of Default has then occurred and is continuing and no Default or Event of Default will occur after giving effect to such Permitted Acquisition; and (E) each of the Transactional Documents relating to such Permitted Acquisition conforms in all material respects to the applicable Model Document. (c) Prior to consummating Capital Expenditures in excess of $5,000,000 in the aggregate during any fiscal year of the Borrower, then Purchaser through computed on a cumulative consolidated basis, the Purchaser Insurers Borrower shall have delivered to the right during Agent (in form and detail satisfactory to each Bank and in sufficient copies for each Bank) a written request for such Capital Expenditure, together with the remainder following: (i) At least fifteen (15) days prior to the consummation of such seven-year period Capital Expenditure, a description of the substantive terms and conditions thereof, including a list of items being purchased and the source of funds for such Capital Expenditure; (ii) an officer's certificate, executed by a Responsible Officer, certifying that immediately before and after giving effect to such Capital Expenditure (A) no Default has occurred and is continuing or will exist and (B) that the Borrower and its Subsidiaries, on a consolidated basis, will be in compliance with each of the financial ratios specified in Section 6.14 hereof, together with a reasonably detailed worksheet setting forth the calculation of such ratios; and (iii) copies of the executed purchase agreement relating to such Capital Expenditure, certified by a Responsible Officer, as soon as such agreement is executed and delivered by the parties thereto. The Agent and each Bank may accept or reject any such request in their sole and absolute discretion within 30 days after receipt thereof. The failure by the Agent or a Bank to respond to such a request shall be deemed to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundrejection thereof.

Acquisitions. (a) The Borrower will not consummate and will not permit any Subsidiary of the Borrower to consummate any Acquisition unless all of the following conditions are satisfied: (i) both before and after giving effect to such Acquisition and the Loans (if any) requested to be made in connection therewith, no Default or Event of Default exists or will exist or would result therefrom; (ii) as soon as available, but not less than ten (10) Business Days prior to such Acquisition, the Borrower or Subsidiary, as applicable, has provided to Agent a copy of the information provided to the board of directors (or a summary prepared by the chief financial officer in sufficient detail, in Agent's sole discretion, on Acquisitions less than $1,000,000) of the Borrower or Subsidiary making such Acquisition, together with a certificate of the Borrower or Subsidiary's chief financial officer attaching a forecast dated as of the date of such Acquisition, updated on a pro forma basis to give effect to such Acquisition and otherwise complying with SECTION 4.2(E); (iii) the aggregate cash purchase price paid in connection with such Acquisition does not exceed $10,000,000, and the aggregate cash purchase price paid in connection with all Acquisitions made after the Closing Date does not exceed $30,000,000; (iv) if such Acquisition is an Acquisition of the capital stock of a Person, the Acquisition is structured so that the acquired Person is organized under the laws of the United States or a State therein and shall become a Wholly-Owned Subsidiary of the Borrower (and a Subsidiary Guarantor pursuant to the terms of this Agreement) and if such Acquisition is an acquisition of assets, the Acquisition is structured so that the Borrower or a Wholly-Owned Subsidiary of the Borrower shall acquire such assets; (v) Borrower shall not, as a result of or in connection with any such Acquisition, assume or incur any direct or contingent liabilities (whether relating to environmental, tax, litigation, or other matters) that could reasonably be expected, as of the date of such Acquisition, to result in the existence or occurrence of a Material Adverse Effect; (vi) for the most recently completed financial statements based on the twelve month period ending less than forty-five days prior to such Acquisition, the Fixed Charge Coverage Ratio, without giving effect to such Acquisition, shall be in compliance with Section 6.3; (vii) on a pro forma basis after giving effect to such Acquisition (for the twelve month period following such Acquisition), the Fixed Charge Coverage Ratio shall be in compliance with Section 6.3; and (viii) the Borrower shall certify (and provide the Agent with a pro forma calculation in form and substance reasonably satisfactory to the Agent) to the Agent and the Lenders that, after giving effect to the Acquisition, the difference between the Borrowing Base and the Aggregate Revolver Outstandings is not less than $10,000,000 on a pro forma basis including all consideration given in connection with such Acquisition, other than capital stock of the Borrower delivered to the seller(s) in such Acquisition, as having been paid in cash at the time of making such Acquisition. (b) Notwithstanding anything in this Agreement to the contrary, but simultaneously with the closing of any Acquisition financed hereunder and within thirty (30) days following the closing of any other Acquisition, the Agent shall have been granted, for the benefit of Agent and the Lenders, a first priority lien on and security interest in the property of the Target that is the subject of such Acquisition, subject only to Permitted Liens, and shall have received, without limitation, (a) the items described in subsection 2.1(d)(ii) and Section 3.6(b4.12, and (b) duly executed UCC financing statements or amendments to existing financing statements with respect to such Target, in form and substance reasonably satisfactory to the Agent and which, upon filing, shall perfect the first priority security interest of the Agent, for the benefit of Agent and the Lenders, in such property. In the event owned Real Estate was acquired in connection with such Acquisition, the Agent shall have received, within thirty (30) days following the closing of any Acquisition, (x) in the case of owned Real Estate being acquired, a fully executed Mortgage, in form and substance reasonably satisfactory to the Agent together with, in the case of owned Real Estate having a fair market value of at least $1,000,000 (if requested by the Agent), neither Parent nor any International Parent Distributor shall be an ALTA lender's title insurance policy issued by a title insurer reasonably satisfactory to the Agent, in form and substance and in an amount reasonably satisfactory to the Agent insuring that the Mortgage is a valid and enforceable first priority lien on the respective property, free and clear of all defects, encumbrances and Liens except for Permitted Liens, (y) an environmental site assessment prepared by a qualified firm reasonably acceptable to the Agent, in form and substance reasonably satisfactory to the Agent; and (z) a flood certification in form and substance reasonably satisfactory to the Agent. (c) Notwithstanding subsection (a) above, Borrower and its Subsidiaries may consummate Acquisitions without complying with subsection (a)(viii) above if (i) deemed to be the aggregate cash purchase price paid in violation of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if connection with each such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor. (b) If, at any time prior to the seventh anniversary of the date of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amountdoes not exceed $500,000, and (ii) Parent or its Affiliates are permitted to acquire the aggregate cash purchase price paid in connection with all such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right Acquisitions during the remainder of such seven-any calendar year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is bounddoes not exceed $1,500,000.

Acquisitions. Any Borrower or a Wholly Owned Subsidiary of such Borrower may acquire any business or Property from, or capital stock of, or be a party to any acquisition of, any Person, so long as: (aA) Notwithstanding anything the aggregate Purchase Price of any individual such acquisition shall not exceed $500,000,000; (B) such acquisition (if by purchase of assets, merger or consolidation) shall be effected in this Agreement such manner so that the acquired business, and the related assets, are owned either by a Borrower or a Wholly Owned Subsidiary of a Borrower and, if effected by merger or consolidation involving a Borrower, such Borrower shall be the continuing or surviving entity and, if effected by merger or consolidation involving a Wholly Owned Subsidiary of a Borrower, such Wholly Owned Subsidiary shall be the continuing or surviving entity; (C) such acquisition (if by purchase of stock) shall be effected in such manner so that the acquired entity becomes a Wholly Owned Subsidiary of a Borrower; Credit Agreement (D) with respect to any acquisition involving an aggregate Purchase Price in excess of $50,000,000, the Borrowers shall deliver to the contraryAdministrative Agent (which shall promptly notify the Lenders of such acquisition and forward a copy to each Lender which requests one) (1) no later than five Business Days after the execution and delivery thereof, but subject copies of the respective agreements or instruments pursuant to Section 3.6(bwhich such acquisition is to be consummated (including, without limitation, any related management, non-compete, employment, option or other material agreements), neither Parent nor any International Parent Distributor shall be (i) deemed schedules to such agreements or instruments and all other material ancillary documents to be executed or delivered in violation of this Agreement or connection therewith and (2) promptly following request therefor (but in any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Forceevent within three Business Days following such request), if copies of such violation would ariseother information or documents relating to each such acquisition as the Administrative Agent shall have requested; (E) with respect to any acquisition involving an aggregate Purchase Price in excess of $50,000,000, or such action would be required the Administrative Agent shall have received (and shall promptly forward a copy thereof to be taken, solely as each Lender which requests one) a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged letter (in the distribution case of financial services products following each legal opinion delivered to the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product Borrowers pursuant to such International Parent Distributor.acquisition) from each Person delivering such opinion (which shall in any event include an opinion of special FCC counsel) authorizing reliance thereon by the Administrative Agent and the Lenders; (bF) Ifwith respect to any acquisition involving an aggregate Purchase Price in excess of $50,000,000, at any time prior the Borrowers shall have delivered to the seventh anniversary Administrative Agent and the Lenders evidence satisfactory to the Administrative Agent and the Majority Lenders of the date receipt of this Agreementall licenses, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement)permits, of which the net revenues approvals and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributorconsents, if any, on a nonrequired with respect to such acquisition (including, without limitation, the consents of the respective municipal franchising authorities to the acquisition of the respective CATV Systems being acquired (if any)); (G) the entire amount of the consideration payable by the Borrowers and their Subsidiaries in connection with such acquisition (other than customary post-exclusive Level Playing Field basisclosing adjustments and indemnity obligations, of any life insurance or annuity product and other than Indebtedness incurred in connection with such acquisition that is distributed by such Target Affiliated Distributor permitted under paragraphs (c) or (f) of Section 8.07 hereof) shall be payable on a non-exclusive basis either immediately before or following the date of such acquisition; provided; (H) none of the Borrowers nor any of its Subsidiaries shall, that in connection with such right acquisition, assume or remain liable in respect of (x) any Indebtedness of the seller or sellers (except for Indebtedness permitted under Section 8.07(f) hereof) or (y) other obligations of the seller or sellers (except for obligations incurred in the ordinary course of business in operating the CATV Credit Agreement System so acquired and necessary or desirable to the continued operation of such CATV System); (I) to the extent the assets purchased in such acquisition shall be subject to any applicable contractual Liens not permitted hereunder, such Liens shall have been released (or arrangements for such release satisfactory to the Administrative Agent shall have been made); (J) to the extent applicable, the Borrowers shall have complied with the provisions of Section 8.17 hereof, including, without limitation, to the extent not theretofore delivered, delivery to the Administrative Agent of (x) the certificates representing the shares of stock or other restrictions ownership interests, accompanied by undated stock powers or other powers executed in blank, and (y) the agreements, instruments, opinions of counsel and other documents required under Section 8.17 hereof; (K) after giving effect to such acquisition the Borrowers shall be in compliance with Section 8.10 hereof (the determination of such compliance to be calculated on a pro forma basis, as at the end of and for the fiscal quarter most recently ended prior to the date of such acquisition for which financial statements of the Borrowers and their Subsidiaries are available, under the assumption that such Target Affiliated Distributor is boundacquisition shall have occurred, and any Indebtedness in connection therewith shall have been incurred, at the beginning of the applicable period, and under the assumption that interest for such period had been equal to the actual weighted average interest rate in effect for the Loans hereunder on the date of such acquisition), and the Borrowers shall have delivered to the Administrative Agent a certificate of a Senior Officer showing such calculations in reasonable detail to demonstrate such compliance; (L) immediately prior to such acquisition and after giving effect thereto, no Default shall have occurred and be continuing; and (M) the Borrowers shall deliver such other documents and shall have taken such other action as the Majority Lenders or the Administrative Agent may reasonably request.

Acquisitions. (a) Notwithstanding anything The Borrower will not, nor will it permit any Subsidiary to, make any Acquisition of any Person, except that Acquisitions may be permitted or approved in this Agreement to accordance with the contrary, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be following: (i) deemed For any proposed Acquisition, the following conditions must be satisfied: (A) the Acquisition must be non-hostile, (B) the Acquisition must be made in compliance with all applicable laws and regulations, (C) the Person to be acquired (the "Target") must be engaged in the business of providing telecommunications equipment, services and/or applications or in a substantially related line of business, (D) the Target must be located in the United States, (E) if the Acquisition is structured as a merger or consolidation, the Borrower must be the surviving entity, (F) if the Target will become a Subsidiary, it must become a consolidated Subsidiary, (G) there must not exist any Default or Unmatured Default prior to or as of the effective date of such Acquisition, and (H) the consummation of such Acquisition must not result in or give rise to any Default or Unmatured Default, including a violation of this Agreement or any International Selling Agreement or of the financial covenants set forth in Section 6.24. (ii) obligated hereunder or under any International Selling Agreement to take any action If the total consideration payable by the Borrower in connection with a proposed Acquisition (including Indebtedness to be paid or assumed) does not exceed $7,000,000, the Borrower may make any adjustment such Acquisition without the prior consent of the Required Lenders so long as the conditions set forth in clause (i) above are satisfied, provided that, prior to commissionsthe consummation of such Acquisition, economic inducements or other benefits the Borrower shall deliver to the Agent, with sufficient copies for the Sales ForceLenders, (A) a Compliance Certificate (which shall not be binding on the Lenders), if such violation would ariseprepared on a pro forma basis giving effect to the transactions contemplated to be conducted at the closing thereof, demonstrating that the Borrower will be in compliance with the financial covenants set forth in Section 6.24 immediately following the consummation of the Acquisition, (B) the Acquisition Documents relating to the proposed Acquisition, (C) the Target's audited financial statements for the three fiscal years immediately preceding (to the extent available) or such action would be required to be takenother financial statements and federal income tax returns of the Target as are available for the three fiscal years immediately preceding or such shorter period as the Target has been in existence, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in (D) the distribution of Target's interim unaudited financial services products following statements for the date of this Agreement; providedfiscal period most recently ended, howeverand (E) if applicable, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered all registration statements, reports and other filings made by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be Target with the exclusive provider of such Product or New Product to such International Parent DistributorSEC during the two years immediately preceding. (biii) IfIf the total consideration payable by the Borrower in connection with a proposed Acquisition (including Indebtedness to be paid or assumed) exceeds $7,000,000, at any time the Borrower may not make such Acquisition without the prior consent of the Required Lenders (such consent to be given, withheld or conditioned by the Required Lenders in their sole and absolute discretion based upon such factors as the Lenders shall deem appropriate). The Borrower may request that the Lenders consent to a proposed Acquisition by submitting a written request to the seventh anniversary Agent accompanied by sufficient copies for the Lenders of the date following documents: (A) a description of the business conducted by the Target, (B) a summary of the material terms and conditions of the proposed Acquisition, (C) the Acquisition Documents relating to the proposed Acquisition, (D) a Compliance Certificate (prepared on a pro forma basis giving effect to the transactions contemplated to be conducted at the closing of the proposed Acquisition) demonstrating that the Borrower will be in compliance with the financial covenants set forth in Section 6.24 immediately following the consummation of such Acquisition, (E) the Target's audited financial statements for the three fiscal years immediately preceding (to the extent available) or such other financial statements and federal income tax returns of the Target as are available for the three fiscal years immediately preceding or such shorter period as the Target has been in existence, (F) the Target's interim unaudited financial statements for the fiscal period most recently ended, and (G) if applicable, all registration statements, reports and other filings made by the Target with the SEC during the two years immediately preceding. Any Acquisition proposed for approval pursuant to this Agreement, clause (iii) must at a minimum satisfy the conditions set forth in clause (i) Parent acquires above. In evaluating any request submitted by the Borrower, the Lenders shall be given an opportunity to complete a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) due diligence review of the Acquisition Agreementfinancial condition, and, for operations and prospects of the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amountTarget, and the results of such due diligence review shall be satisfactory to the Required Lenders. The Borrower agrees to furnish, or cause to be furnished, such additional information and documents as any Lender may request for purposes of conducting its due diligence review and evaluating the merits of the proposed Acquisition. If the Required Lenders do not consent in writing to the proposed Acquisition within thirty (30) days following the Borrower's submission of its request for approval, the Required Lenders will be deemed not to have approved such request. Any determination by the Required Lenders not to approve a proposed Acquisition shall be final. (iv) Prior to or simultaneously with the consummation of any Acquisition permitted under clause (ii) Parent above or its Affiliates are permitted to acquire such Target Business approved by the Required Lenders pursuant to Sections 6.17(a)(xclause (iii) or 6.17(a)(xi) of above, the Acquisition Agreement, then Purchaser through the Purchaser Insurers Borrower shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundalso comply with Section 6.25.

Acquisitions. (a) The Borrower will not consummate and will not permit any Subsidiary of the Borrower to consummate any Acquisition unless all of the following conditions are satisfied: (i) both before and after giving effect to such Acquisition and the Loans (if any) requested to be made in connection therewith, the Borrower will be in compliance with Section 7.13(h) and no Default or Event of Default exists or would result therefrom; (ii) as soon as available, but not less than fifteen (15) Business Days prior to such Acquisition, the Borrower shall have provided to Agent a copy of the information provided to the board of directors (or a summary prepared by the chief financial officer in sufficient detail, in Agent's sole discretion, on Acquisitions less than $1,000,000) of Holdings or the Borrower, together with a certificate of Holdings' or the Borrower's chief financial officer attaching a forecast dated as of the date of such Acquisition, updated on a pro forma basis to give effect to such Acquisition and otherwise complying with Section 5.2(e); (iii) the aggregate purchase price paid in connection with such Acquisition permitted hereunder shall not exceed $10,000,000, including Debt and liabilities assumed or incurred in connection therewith; (iv) if such Acquisition is an Acquisition of the capital stock of a Person, the Acquisition is structured so that the surviving entity after the Acquisition is organized under the laws of the United States or a State therein or Canada or any province of Canada (except for Quebec and Newfoundland) and shall become a Wholly-Owned Subsidiary of the Borrower (and a Subsidiary Guarantor pursuant to the terms of this Agreement) and if such Acquisition is an acquisition of assets, the Acquisition is structured so that the Borrower or a Wholly-Owned Subsidiary of the Borrower that is a Subsidiary Guarantor shall acquire such assets; (v) the Borrower shall not, and shall not cause or permit its Subsidiaries to, as a result of or in connection with any such Acquisition, assume or incur any direct or contingent liabilities (whether relating to environmental, tax, litigation, or other matters) that could reasonably be expected, as of the date of such Acquisition, to result in the existence or occurrence of a Material Adverse Effect; (vi) on a pro forma basis after giving effect to such Acquisition (for the twelve month period following such Acquisition), the Fixed Charge Coverage Ratio shall be in compliance with Section 7.23; (vii) the Borrower shall certify (and provide the Agent with a pro forma calculation in form and substance reasonably satisfactory to the Agent) to the Agent and the Lenders that, after giving effect to the Acquisition, Availability is not less than $10,000,000 on a pro forma basis including all consideration given in connection with such Acquisition, other than capital stock of Holdings delivered to the seller(s) in such Acquisition, as having been paid in cash at the time of making such Acquisition; (viii) the Target shall be in the same or similar line of business as the Borrower or its Subsidiaries; and (ix) the Target shall not be projected to contribute more than $25,000,000 of annual revenues of the Borrower during the first year after its acquisition. (b) Notwithstanding anything in this Agreement to the contrary, but subject simultaneously with the closing of any Acquisition financed hereunder (including any Acquisition referred to Section 3.6(b), neither Parent nor any International Parent Distributor shall be in the following clause (ic) deemed to be in violation of this Agreement or Section 7.21) and within thirty (30) days following the closing of any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissionsother Acquisition, economic inducements or other benefits the Agent shall have been granted, for the Sales Force)benefit of Agent and the Lenders, if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged first priority lien on and security interest in the distribution property of financial services products following the date of this Agreement; provided, however, Target that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has is the right under this Agreement or any International Selling Agreement to be the exclusive provider subject of such Product or New Product Acquisition, subject only to such International Parent Distributor. (b) IfPermitted Liens, at any time prior to the seventh anniversary of the date of this Agreementand shall have received, without limitation, (i) Parent acquires a Target Business (as defined the items described in the Acquisition Agreement), of which the net revenues subsection 8.1(g) and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount7.26, and (ii) Parent duly executed UCC financing statements or its Affiliates are permitted amendments to acquire existing financing statements with respect to such Target Business pursuant Target, in form and substance reasonably satisfactory to Sections 6.17(a)(x) or 6.17(a)(xi) the Agent and which, upon filing, shall perfect the first priority security interest of the Acquisition AgreementAgent, then Purchaser through for the Purchaser Insurers benefit of Agent and the Lenders, in such property. In the event owned Real Estate was acquired in connection with such Acquisition, the Agent shall have received, within thirty (30) days following the right during the remainder closing of any Acquisition (except with respect to subclause (z) below such seven-year period requirement to be a provider delivered prior to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, the closing day of any life Acquisition), (x) in the case of owned Real Estate being acquired, a fully executed Mortgage, in form and substance reasonably satisfactory to the Agent together with, in the case of owned Real Estate having a fair market value of at least $1,000,000 (if requested by the Agent), an ALTA lender's title insurance or annuity product policy issued by a title insurer reasonably satisfactory to the Agent, in form and substance and in an amount reasonably satisfactory to the Agent insuring that the Mortgage is distributed a valid and enforceable first priority lien on the respective property, free and clear of all defects, encumbrances and Liens except for Permitted Liens, (y) an environmental site assessment prepared by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisitionqualified firm reasonably acceptable to the Agent, in form and substance reasonably satisfactory to the Agent; provided, that such right shall be (z) and a flood certification in form and substance reasonably satisfactory to the Agent. Assets of the entity subject to any applicable contractual Acquisition permitted hereunder, which would otherwise be a part of the Borrowing Base, shall not be considered part of the Borrowing Base until after the Agent has performed an acceptable field examination with respect to such assets, and in any case, only to the extent set forth in this Agreement. (c) In connection with any Acquisition not otherwise permitted hereunder, the Borrower shall provide the Agent and the Lenders no less than 45 days prior written notice and the Agent and the Lenders hereby agree to use their best efforts to, within 30 days of receipt of complete information relating to such Acquisition as reasonably determined by the Lenders, evaluate such information and determine whether to consent to such Acquisition and such consent shall not be unreasonably withheld provided that no Default or other restrictions by which such Target Affiliated Distributor Event of Default has occurred and is boundcontinuing.

Acquisitions. None of the Loan Parties will consummate any Acquisition without the prior written consent of the Required Lenders except (x) Investments permitted by Section 6.04(h) and (y) Acquisitions that satisfy the following conditions precedent (each a “Permitted Acquisition”): (a) Notwithstanding anything in this Agreement The total cash and noncash consideration (including the fair market value of all Equity Interests issued or transferred to the contrarysellers thereof, but subject all indemnities, earnouts and other contingent payment obligations to, and the aggregate amounts paid or to Section 3.6(b)be paid under non-compete, neither Parent nor consulting and other affiliated agreements with, the sellers thereof, all write-downs of property and reserves for liabilities with respect thereto and all assumptions of Indebtedness, liabilities and other obligations in connection therewith) paid by or on behalf of the Loan Parties for any International Parent Distributor such purchase or other acquisition shall be not exceed the greater of (i) deemed to be in violation of this Agreement or any International Selling Agreement or $40,000,000 and (ii) obligated hereunder the lesser of (A) an amount equal to twenty percent (20%) of the Revolving Commitments and (B) $70,000,000 in any one transaction or under series of related transactions and, when aggregated with the total cash and noncash consideration paid by or on behalf of the Loan Parties for all other purchases or acquisitions made by the Loan Parties pursuant to this Section 6.17, $120,000,000 in the aggregate in any International Selling Agreement to take fiscal year, excluding in each such case, any action amount exclusively financed through the issuance of Equity Interests (including to make any adjustment to commissions, economic inducements other than Disqualified Capital Stock) and/or funding of capital contributions (other than with the proceeds of Disqualified Capital Stock or other benefits Covenant Cure Payments) after the Effective Date for the Sales Force), if specific purpose of financing such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor.acquisition; (b) If, at any time prior Acquisition of Equity Interests shall require the acquisition of all (but not less than all) of the Equity Interests in and to the seventh anniversary applicable Person; (c) immediately before and immediately after giving effect to any Acquisition, no Default or Event of Default shall have occurred and be continuing; (d) the Administrative Agent shall have received reasonably satisfactory evidence that immediately after giving effect to such purchase or other acquisition, the Loan Parties shall be in pro forma compliance (including with respect to Indebtedness outstanding on such date of calculation, including ​ ​ ​ ​ Indebtedness incurred with respect to such purchase or other acquisition) with the covenants set forth in Section 5.13 , such compliance to be determined on the basis of the Compliance Certificate most recently delivered to the Administrative Agent and the Lenders pursuant to Section 5.01 (c) as though such Acquisition had been consummated as of the first day of the trailing four fiscal quarter period ending on the date of this such financial statement; (e) all of the applicable requirements of Sections 5.03(b) and 6.12 shall have been satisfied (or will be satisfied within the applicable time periods specified therein); (f) Administrative Agent shall have received such other documents as may be reasonably requested by the Administrative Agent in connection with such Acquisition; (g) Lenders shall have received a copy of the fully executed acquisition agreement and all amendments thereto (each, as amended, an “Acquisition Agreement”), relating to the Acquisition; (h) Administrative Agent shall have received copies of the material documents evidencing the closing of the transactions contemplated by such Acquisition Agreement; and (i) Parent acquires a Target Business Borrower shall deliver (as defined or cause to be delivered) to the Administrative Agent evidence reasonably satisfactory to the Administrative Agent that all consents and approvals required to be obtained from any Governmental Authority or other Person in connection with the applicable Acquisition Agreement)shall have been obtained, and all applicable waiting periods and appeal periods shall have expired, and that the applicable Acquisition is being consummated in accordance with all laws, regulations and orders of which the net revenues and net earnings (any Governmental Authority applicable to it, in each case, calculated in a manner consistent with Section 6.17(a)(x) of case without the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, imposition of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundburdensome conditions.

Acquisitions. The Borrower shall not, and shall not permit any of its Subsidiaries to, make any Acquisitions unless (a) Notwithstanding anything in this Agreement immediately prior to and after giving effect to the contraryproposed Acquisition there shall not exist a Default or Event of Default, but subject (b) such Acquisition shall not be opposed by the board of the directors of the Person being acquired, (c) if the Acquisition Consideration for such Acquisition is greater than or equal to Section 3.6(b), neither Parent nor any International Parent Distributor shall be (i) deemed prior to be in violation of this Agreement or any International Selling Agreement or the Qualifying Date, $25,000,000 and (ii) obligated hereunder or under any International Selling Agreement on and after the Qualifying Date, $50,000,000, the Lenders shall have received written notice thereof at least 5 Business Days prior to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; providedsuch Acquisition, howevertogether with a Compliance Certificate setting forth the covenant calculations both immediately prior to and after giving effect to the proposed Acquisition, but calculated to exclude any increases in EBITDA which would be the result of any expenses that nothing the Borrower projects to be eliminated by such proposed Acquisition, (d) the assets, property or business acquired shall be primarily in this the business described in Section 3.6(a4.1(d) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer hereof, (e) if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement Acquisition results in a Subsidiary which is to be the exclusive provider of such Product or New Product to such International Parent Distributor. (b) If, at any time prior to the seventh anniversary of the date of this Agreementa Guarantor, (i) Parent acquires such Subsidiary shall execute a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, Subsidiary Guaranty and (ii) Parent or its Affiliates the Administrative Agent on behalf of the Lenders shall receive such board resolutions, officer's certificates and opinions of counsel as the Administrative Agent shall reasonably request in connection with such Acquisition; (f) if such Subsidiary is a Domestic Subsidiary and unless otherwise waived by the Administrative Agent, 100% of such Subsidiary's Capital Stock shall be pledged and the Administrative Agent on behalf of the Lenders shall receive such stock certificates, stock powers, board resolutions, officer's certificates and opinions of counsel as the Administrative Agent shall reasonably request in connection with such pledge, (g) if such Subsidiary is a Foreign Subsidiary and unless otherwise waived by the Administrative Agent, 65% of such Subsidiary's Capital Stock shall be pledged and the Administrative Agent on behalf of the Lenders shall receive such stock certificates, stock powers, board resolutions, officer's certificates and opinion of counsel as the Administrative Agent shall reasonably request in connection with such pledge, (h) the aggregate Acquisition Consideration for all Non-Guarantors (excluding Acquisition Consideration in respect of Subsidiaries which are permitted not obligated to acquire such Target Business third Persons in respect of any Indebtedness), together with Investments in Non-Guarantors (calculated as provided in Section 7.4(f) hereof) and other Investments (calculated as provided in Section 7.4(g) hereof) pursuant to Sections 6.17(a)(xSection 7.4(g) or 6.17(a)(xihereof, shall not exceed an amount equal to 10% of Total Capitalization at any time, and (i) of prior to the Qualifying Date, the Acquisition Agreement, then Purchaser through Consideration for such Acquisition is less than or equal to the Purchaser Insurers shall have sum of (i) $75,000,000 plus (ii) the right aggregate net cash proceeds received by the Borrower from the issuance of any Capital Stock during the remainder 365-day period beginning on and after the Agreement Date and ending on the date of such seven-year Acquisition, and the aggregate Acquisition Consideration for all Acquisitions during any period of four consecutive Fiscal Quarters is less than or equal to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, the sum of (i) $125,000,000 plus (ii) the aggregate net cash proceeds received by the Borrower from the issuance of any life insurance or annuity product that is distributed by such Target Affiliated Distributor Capital Stock during the 365-day period ending on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to the date of any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundAcquisition.

Acquisitions. Consummate, or permit any of its Subsidiaries to consummate, any Acquisitions unless the following shall have been satisfied in connection therewith: (a) Notwithstanding anything in this Agreement If any Borrower or any Subsidiary of any Borrower desires to the contrarymake an Acquisition, but subject Borrowers shall deliver, or cause to Section 3.6(b)be delivered, neither Parent nor any International Parent Distributor shall be to Lender, (i) deemed not less than thirty (30) Business Days prior to be the consummation of such potential Acquisition if such Acquisition shall require the consent of Lender in violation accordance with the terms of this Agreement or any International Selling Agreement Section 7.21 or (ii) obligated hereunder or under any International Selling Agreement not less than twenty (20) Business Days prior to take any action the consummation of such potential Acquisition if such Acquisition shall not require the consent of Lender in accordance with the terms of this Section 7.21, an acquisition summary with respect to the Target and such potential Acquisition, such summary to include a reasonably detailed description of the Target and its business (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Forcefinancial information) and operating results (including financial statements), if the terms and conditions, including economic terms, of the proposed Acquisition, and Borrowers' calculation of Pro Forma EBITDA of such violation would ariseTarget; (b) No Borrower shall consummate or permit any of its Subsidiaries to consummate any Acquisition unless all of the following conditions are satisfied: (i) the Target must be in the same or related line of business as Borrowers and provide healthcare information systems services, must be a 60 70 domestic corporation, partnership or limited liability company (and the seller must be a domestic corporation, partnership or limited liability company and the Target must be located within the United States), must have generated positive Pro Forma EBITDA for each of last two (2) years, the transaction must be structured as an asset purchase by, or merger with, a wholly-owned domestic Subsidiary of a Borrower or a stock purchase by a Borrower or a wholly-owned domestic Subsidiary of a Borrower and Borrowers and its Subsidiaries shall have complied with the provisions Section 6.15; (ii) the Target must not have material contingent liabilities unless either (x) such action liabilities are cash collateralized pursuant to appropriate escrow arrangements or are covered by insurance or (y) such liabilities, individually and when combined with contingent liabilities of Targets theretofore acquired by Borrower, do not exceed, in the aggregate, $500,000; (A) no Incipient Default or Event of Default shall have occurred and be continuing or would be required to be taken, solely arise as a result of Parent such Acquisition; (B) on a pro forma basis after giving effect to such Acquisition, including the incurrence or one assumption of its Affiliates acquiring assets or a business Indebtedness in connection therewith and the funding of any Person engaged Advance (and utilizing Pro Forma EBITDA for such Target), the Leverage Ratio on a pro forma basis shall not exceed the maximum ratio set forth in the distribution of financial services products following the date of this AgreementSection 7.18; provided, however, that nothing in this Section 3.6(aand (C) Borrowers shall limit or restrict any obligations that Parent or any International Parent Distributor has have delivered to distribute Lender a Compliance Certificate completed on an exclusive a pro forma basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product after giving effect to such International Parent Distributor.Acquisition, including the incurrence or assumption of Indebtedness in connection therewith and the funding of any Advances, and such Compliance Certificate shall demonstrate pro forma compliance with Sections 7.17, 7.18 and 7.19; (biv) If, at any time prior to Lender shall have approved such Acquisition in accordance with the seventh anniversary of the date of this Agreement, following: (A) if (i) Parent acquires the Leverage Ratio (on a Target Business (as defined pro forma basis after giving effect to such Acquisition, including the incurrence or assumption of Indebtedness in connection therewith and the Acquisition Agreement)funding of any Advance, of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(xutilizing Pro Forma EBITDA for such target) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, does not exceed 1.00 to 1.00 and (ii) Parent the aggregate purchase price (including payments under non-compete agreements but excluding the fair market value of any non-cash component of the purchase price) (the "Acquisition Cost") for such Acquisition does not exceed $20,000,000, then consent to such Acquisition shall not be required; provided that such consent shall be required with respect to the Acquisition which results in the aggregate Acquisition Costs for all Acquisitions consummated during the twelve-month period ending on the closing date (or its Affiliates are permitted applicable Funding Date) of such Acquisition exceeding $40,000,000; (B) if the Leverage Ratio (on a pro forma basis after giving effect to acquire such Acquisition, including the incurrence or assumption of Indebtedness in connection therewith and the funding of any Advance, and 61 71 utilizing Pro Forma EBITDA for such Target) equals or exceeds 1.00 to 1.00, then Lender's consent to the Acquisition shall be required only if (i) the Acquisition Cost for such Acquisition exceeds $10,000,000 or (ii) the aggregate Acquisition Costs for all Acquisitions consummated during the twelve-month period ending on the closing date of such Acquisition exceeds $25,000,000 (without limiting such clause (ii), Lender's consent shall be required with respect to the Acquisition which results in the aggregate Acquisition Costs exceeding $25,000,000); and (C) unless expressly not required above, Lender's consent to Acquisitions shall be required; (v) Lender's approval of the accuracy of Borrowers' computation of Pro Forma EBITDA shall be required, notwithstanding that consent to such Acquisition with respect to which Pro Forma EBITDA is being determined may not be required; and (vi) Borrowers shall have delivered to Lender an audit of the Target Business pursuant and related Pro Forma EBITDA performed by an accounting firm reasonably acceptable to Sections 6.17(a)(xLender, and, in any such case, the results thereof shall have been satisfactory to Lender, to the extent either (a) such an audit (or 6.17(a)(xisimilar audit or review) shall have been required by the Securities Act or the Securities Exchange Commission or (b) the respective Acquisition Cost exceeds $15,000,000 (but only to the extent any proceeds of the Loans shall be requested in connection with the consummation of such Acquisition). (c) It is understood and agreed that Lender's decision to consent to an Acquisition, if required, shall be based upon Lender's evaluation and approval of the business and financial condition of the Target and review and approval of the Acquisition AgreementDocuments in connection with the proposed Acquisition. (d) No later than ten (10) Business Days after Lender's receipt of the acquisition summary, then Purchaser through Lender will notify Borrowers, in writing, whether or not Lender consents to the Purchaser Insurers proposed Acquisition on the terms set forth in the acquisition summary. Any failure on the part of Lender either to grant or deny consent, in writing, the proposed Acquisition within said ten (10) Business Day period shall have constitute the right during the remainder denial of consent by Lender of such seven-year Acquisition on the terms and conditions set forth in the acquisition summary. If there is any material change to the terms of the proposed Acquisition with respect to which the consent of Lender is required (or any proposed Acquisition which, due to such material change, shall or would require the consent of Lender), any adverse change in Pro Forma EBITDA or any other material adverse change to the Target which is the subject of such proposed Acquisition, Borrowers shall notify Lender of the same and further consent will be required, which consent will be granted or denied within ten (10) Business Days of receipt of written notice of such material change. Any failure either to grant or deny consent within said ten (10) Business Day period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, shall constitute Lender's denial of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right consent. Any disclosures in the acquisition summary shall be subject deemed consented to any applicable contractual by Lender if Lender has consented to the Acquisition. (e) The foregoing provisions do not impair, vitiate or other restrictions by which such Target Affiliated Distributor is boundaffect the conditions to Lender's obligations to fund Loans hereunder.

Acquisitions. Make any Acquisition unless the following conditions are met: (a) Notwithstanding anything the Borrower provides the Administrative Agent with a certificate of a Responsible Officer certifying (together with supporting calculation in this Agreement reasonable detail in the case of clause (x) below) that (x) after giving effect to the contrarysuch Acquisition and any Indebtedness related thereto (including, but subject not limited to Section 3.6(bany Advances or other Indebtedness used in financing such Acquisition), neither Parent nor any International Parent Distributor shall be (i) deemed to be the Borrower is in violation of this Agreement or any International Selling Agreement or compliance with the financial covenants set forth in Section 6.11 on a Pro Forma Basis and (ii) obligated hereunder or the aggregate consideration paid in connection with any and all Acquisitions under this Section 6.12 of any International Selling Agreement to take any action Person that does not become a Guarantor, other than consideration paid in Equity Interests (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Forcethan Preferred Interests), if shall not exceed $1,000,000,000 and (y) the other requirements in this Section 6.12 with respect to such Acquisition are satisfied; (b) (i) the consummation of the Acquisition does not violate any Law or Contractual Obligation applicable to the Borrower or its Subsidiaries, which violation would arisereasonably be expected to have a Material Adverse Effect; (ii) there are no actions, suits, proceedings, or claims pending, or, to the knowledge of the Borrower threatened, at law, in equity, in arbitration or before any Governmental Authority against the Borrower or, to the knowledge of the Borrower, the other party or parties to such action Acquisition, that would reasonably be required expected to prevent such Acquisition; and (iii) there are no actions, suits, proceedings, or claims pending, at law, in equity, in arbitration or before any Governmental Authority, to the knowledge of the Borrower, against the other party or parties to such Acquisition which would reasonably be takenexpected to result in a Material Adverse Effect; (c) no Default exists or would result from such Acquisition; (d) the Acquisition shall have been approved by the board of directors or comparable governing body of the parties thereto, solely as applicable, or otherwise shall be of a non-hostile nature; (e) the Loan Parties and any newly created or acquired Subsidiary as a result of Parent or one such Acquisition shall comply with the requirements of its Affiliates acquiring assets or Section 5.12, to the extent applicable; and (f) the consideration paid in connection with any Acquisition of a business of any Person engaged that is not a U.S. Person, other than consideration paid in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(aEquity Interests (other than Preferred Interests) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributornot exceed $1,000,000,000. (b) If, at any time prior to the seventh anniversary of the date of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is bound.

Acquisitions. The Borrower shall not, and shall not permit any Subsidiary to, at any time, make any purchase or other acquisition (including by way of a dividend received or otherwise and whether in a single transaction or in a series of related transactions) of (i) any assets of any other Person that, taken together, constitute a business unit, (ii) any Capital Stock of any other Person if, immediately thereafter, such other Person would be a Subsidiary of the Borrower (iii) any assets of any other Person otherwise not in the ordinary course of business, or (iv) enter into any binding agreement to perform any transaction described in clauses (i), (ii) or (iii) above which is not contingent on obtaining the consent of the Required Lenders (each transaction described in clauses (i), (ii), (iii) and (iv) above being referred to as an "ACQUISITION"), except that the Borrower or any Subsidiary may make Acquisitions, provided that: (a) Notwithstanding anything in this Agreement to the contrary, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be (i) deemed to be in violation of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor.INTENTIONALLY OMITTED, (b) IfNO DEFAULT SHALL OR WOULD EXIST IMMEDIATELY BEFORE OR AFTER GIVING EFFECT TO EACH SUCH ACQUISITION, at any time prior to the seventh anniversary of the date of this AgreementALL OF THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE 4 SHALL BE TRUE AND CORRECT AS IF THEN MADE AND, IF SUCH ACQUISITION IS MADE ON OR BEFORE DECEMBER 31, 1999, THE PRO-FORMA LEVERAGE RATIO SHALL NOT EXCEED 3.10:1.00 (ON A PRO FORMA BASIS GIVING EFFECT TO SUCH ACQUISITION, ANY INDEBTEDNESS INCURRED IN CONNECTION THEREWITH, AND TAKING INTO ACCOUNT THE EARNINGS BEFORE INTEREST, - 49 - 51 TAXES, DEPRECIATION AND AMORTIZATION (CALCULATED IN THE MANNER OF THE CALCULATION OF EBITDA) OF THE PERSON OR BUSINESS ACQUIRED AND EACH OTHER PERSON OR BUSINESS ACQUIRED DURING THE IMMEDIATELY PRECEDING FOUR FISCAL QUARTERS), AND THE BORROWER SHALL HAVE DELIVERED TO THE ADMINISTRATIVE AGENT AND EACH LENDER A CERTIFICATE OF A FINANCIAL OFFICER AS TO THE FOREGOING MATTERS (CONTAINING CALCULATIONS ON A PRO-FORMA BASIS OF THE FINANCIAL COVENANTS CONTAINED IN SECTION 8.14 IN REASONABLE DETAIL), (c) IMMEDIATELY AFTER GIVING EFFECT THERETO, THE AVAILABLE OTHER INVESTMENT AMOUNT SHALL NOT BE LESS THAN $1.00, (d) WITH RESPECT TO EACH ACQUISITION MADE IN ANY PERIOD OF FOUR CONSECUTIVE FISCAL QUARTERS, THE SUM (THE "Acquisition Consideration") OF (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and THE CASH CONSIDERATION PAID OR AGREED TO BE PAID IN CONNECTION WITH SUCH ACQUISITION PLUS (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(xTHE FAIR MARKET VALUE OF ALL NON-CASH CONSIDERATION PAID OR AGREED TO BE PAID IN CONNECTION WITH SUCH ACQUISITION PLUS (iii) or 6.17(a)(xiAN AMOUNT EQUAL TO THE PRINCIPAL OR STATED AMOUNT OF ALL LIABILITIES ASSUMED OR INCURRED BY SUCH PERSON OR ANY LOAN PARTY IN CONNECTION THEREWITH PLUS (iv) of the Acquisition AgreementTHE ACQUISITION CONSIDERATION PAID IN RESPECT OF EACH OTHER SUCH ACQUISITION MADE DURING SUCH PERIOD SHALL NOT EXCEED $25,000,000, (e) WITH RESPECT TO EACH ACQUISITION IN RESPECT OF WHICH THE ACQUISITION CONSIDERATION EXCEEDS $5,000,000, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such sevenTHE BORROWER SHALL HAVE DELIVERED TO THE ADMINISTRATIVE AGENT AND EACH LENDER WRITTEN NOTICE THEREOF NOT LESS THAN TEN BUSINESS DAYS PRIOR TO THE CONSUMMATION OF SUCH ACQUISITION, (f) INTENTIONALLY OMITTED, (g) THE BORROWER SHALL HAVE DELIVERED TO THE ADMINISTRATIVE AGENT AND EACH LENDER, A COMPLIANCE CERTIFICATE SIGNED BY A FINANCIAL OFFICER OF THE BORROWER, IN ALL RESPECTS REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT, DATED THE DATE OF THE CONSUMMATION OF SUCH ACQUISITION AND (i) STATING THAT THE BORROWER IS IN COMPLIANCE WITH ALL COVENANTS ON A PRO-year period to be a provider to each Target Affiliated DistributorFORMA BASIS AFTER GIVING EFFECT TO SUCH ACQUISITION, if anyAND (ii) ATTACHING A COPY OF THE PRO-FORMA CONSOLIDATED FINANCIAL STATEMENTS OF THE BORROWER UTILIZED FOR PURPOSES OF PREPARING SUCH COMPLIANCE CERTIFICATE, on a nonWHICH PRO-exclusive Level Playing Field basisFORMA CONSOLIDATED FINANCIAL STATEMENTS PRESENT THE BORROWER'S GOOD FAITH ESTIMATE OF ITS PRO-FORMA CONSOLIDATED FINANCIAL CONDITION AT THE DATE THEREOF, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is bound.AFTER GIVING EFFECT TO SUCH ACQUISITION,

Acquisitions. (a) Notwithstanding anything in this Agreement to the contrary, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor No Company shall be (i) deemed to be in violation of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreementeffect an Acquisition; provided, however, that nothing a Credit Party may effect an Acquisition with the prior written consent of the Required Lenders or so long as: (a) in this Section 3.6(a) the case of a merger, amalgamation or other combination including Borrower, Borrower shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor.surviving entity; (b) Ifin the case of a merger, amalgamation or other combination including a Credit Party (other than Borrower), a Credit Party shall be the surviving entity; (c) the business to be acquired shall be reasonably similar to that of the Credit Parties or a reasonable extension thereof; (d) Borrower shall have provided to Agent and the Lenders, at any time least ten (10) Business Days prior to the seventh anniversary such Acquisition, historical financial statements of the date target entity and a pro forma financial statement of this Agreement, the Companies accompanied by a certificate of a Financial Officer of Borrower showing (i) Parent acquires a Target Business pro forma compliance with Section 5.7 hereof, both before and after the proposed Acquisition, (as defined it being understood that, in the calculation of Fixed Charge Coverage Ratio, (A) the EBITDA of the business to be acquired shall be included in Consolidated EBITDA as if the Acquisition Agreement)had been completed on the first day of the measurement period, of which the net revenues and net earnings (in each case, calculated in B) Consolidated Interest Expense shall be recalculated as if any debt incurred or assumed as a manner consistent with Section 6.17(a)(x) result of the Acquisition Agreement, and, had been in place for the avoidance entire measurement period, and (C) aside from the adjustment in subparts (A) and (B) above, the fixed charges of doubt, excluding realized gains) derived from a Competitive Business (as defined the business to be acquired shall not be included in the Acquisition Agreement) are more than a de minimis amountcalculation of Fixed Charge Coverage Ratio, and (ii) Parent positive EBITDA for the acquired entity during the most recently completed four fiscal quarters of such entity; (e) no Default or its Affiliates are permitted Event of Default shall exist prior to acquire or after giving effect to such Target Business pursuant to Sections 6.17(a)(xAcquisition; (f) such Acquisition is not actively opposed by the board of directors (or 6.17(a)(xisimilar governing body) of the Acquisition Agreement, then Purchaser through selling Persons or the Purchaser Insurers Persons whose equity interests are to be acquired; (g) Borrower shall have Liquidity of no less than Ten Million Dollars ($10,000,000) after giving effect to such Acquisition; (h) the right aggregate amount of Consideration paid for any such Acquisition (or related series of Acquisitions) would not exceed Sixty-Five Million Dollars ($65,000,000); (i) the aggregate Consideration (exclusive of the issuance of equity) paid for all Acquisitions for all Companies, during the remainder of such sevenCommitment Period, would not exceed Seventy-year period to be a provider to each Target Affiliated DistributorFive Million Dollars ($75,000,000); and (j) the aggregate Consideration paid for all Acquisitions for all Companies, if anyduring the Commitment Period, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundwould not exceed One Hundred Fifty Million Dollars ($150,000,000).

Acquisitions. (a) Notwithstanding anything in this Agreement to Except as provided below, no member of the contrary, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be Restricted Group may: (i) deemed to be acquire or subscribe for shares or other ownership interests in violation or securities of this Agreement any company or any International Selling Agreement or other person; (ii) obligated hereunder or under acquire any International Selling Agreement to take business; or (iii) incorporate any action (including to make any adjustment to commissions, economic inducements company or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributorperson. (b) If, at any time prior to the seventh anniversary of the date of this Agreement, Paragraph (a) does not apply to: (i) Parent acquires investment in a Target Non-Recourse Subsidiary to the extent such investment constitutes a Permitted Restricted Payment; (ii) any Permitted Transaction; or (iii) any other acquisition or investment not permitted under paragraph (a) above that meets the following conditions: (A) the Company will not be in breach of Subclause 19.9 (Change of business) following such acquisition or investment; (B) no other Default is outstanding at the time such acquisition or investment is made or would occur immediately after such acquisition or investment; (C) at least five Business Days prior to such acquisition or investment the Company has delivered to the Facility Agent an Acquisition Certificate certifying that the Pro Forma Adjusted Leverage Ratio does not exceed 4.00:1.00 immediately after such acquisition or investment; and (as defined D) if the Pro Forma Adjusted Leverage Ratio set out and certified by the Company in the Acquisition Agreement)Certificate delivered to the Facility Agent pursuant to subparagraph (C) above does not exceed 4.00:1.00 but exceeds 3.50:1.00 immediately after such acquisition or investment, the cost or amount of which such acquisition or investment, when aggregated with all other permitted acquisitions or investments made by the net revenues and net earnings (Company under this Subclause, does not exceed US$50,000,000 in each caserelevant financial year. (c) For the purpose of this Subclause, calculated an Acquisition Certificate means a certificate from the Company, signed by its chief finance officer, to the Facility Agent: (i) certifying that the Company will not be in a manner consistent with Section 6.17(a)(xbreach of Subclause 19.9 (Change of business) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and following such acquisition or investment; (ii) Parent certifying that no other Default is outstanding or its Affiliates are permitted to acquire would occur immediately after such Target Business pursuant to Sections 6.17(a)(xacquisition or investment; (iii) setting out the Pro-Forma Adjusted Leverage Ratio (taking into account the completion of such acquisition or 6.17(a)(xiinvestment) immediately after the completion of such acquisition or investment; and (iv) setting out the cost or amount of the Acquisition Agreementacquisition or investment, then Purchaser through enclosing the Purchaser Insurers shall have financial statements for the right during 12-month period upon which the remainder calculation of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that the Pro Forma Adjusted Leveraged Ratio is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundbased.

Acquisitions. None of the Borrowers will, and none will permit any of its Subsidiaries to, agree to or effect any asset acquisition or stock acquisition except (a) Notwithstanding anything the acquisition of assets in this Agreement to the contraryordinary course of business consistent with past practices, but subject to Section 3.6(b), neither Parent nor and (b) the acquisition by a Borrower (whether of stock or of substantially all of the assets of a business or business division as a going concern or by means of a merger or consolidation) of a 100% interest in any International Parent Distributor other Person (a "Permitted Acquisition") provided that all of the following conditions shall be have been satisfied: (i) deemed such other Person shall not be a Borrower and shall operate a similar business to be in violation that of this Agreement or any International Selling Agreement or the Borrowers, (ii) obligated hereunder no Default or under any International Selling Agreement to take any action Event of Default shall have occurred and be continuing and none shall exist after giving effect thereto, (including to make any adjustment to commissionsiii) if a Borrower shall merge or amalgamate with such other Person, economic inducements such Borrower shall be the surviving party of such merger or other benefits for the Sales Force)amalgamation, (iv) if such violation would arisePerson shall become a Subsidiary of any Borrower, or such action would be new Subsidiary shall become a Borrower pursuant to, and take all other actions required by, Section 9.16 hereof, (v) such Borrower shall have delivered to the Agent Compliance Certificates (such Compliance Certificates to be takendistributed to the Lenders by the Agent) demonstrating, solely as both immediately prior to and immediately after such acquisition, compliance on a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged Pro Forma Basis with the covenants set forth in the distribution of financial services products following the date Section 11 of this Agreement; provided, however, that nothing Credit Agreement and (vi) the aggregate amount expended by the Borrowers and their Subsidiaries for all Permitted Acquisitions shall not exceed $7,500,000. Nothing in this Section 3.6(a) shall limit or restrict 10.5.3 is intended to prohibit any obligations that Parent Borrower or any International Parent Distributor has of the Borrowers' Subsidiaries from conditionally agreeing to distribute on an exclusive basis a Product any asset or a New Product offered by a Purchaser Insurer stock acquisition subject to the prior approval of the Required Lenders if such Purchaser Insurer has the right under this Agreement Borrower or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor. (b) If, at any time prior to the seventh anniversary of the date of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall Subsidiary will not be subject to any applicable contractual or other restrictions by which penalties in connection with such Target Affiliated Distributor is boundagreement in the event that the Required Lenders do not consent to such acquisition.

Acquisitions. Become a party to any merger or consolidation or agree to or effect any asset acquisition or stock acquisition, except: (a) Notwithstanding anything Acquisition of assets in this Agreement to the contraryordinary course of business, but subject to consistent with past practices; (b) Mergers and consolidations permitted by Section 3.6(b7.4; and (c) Acquisitions of the assets or stock of another Person (a "Permitted Acquisition"), neither Parent nor any International Parent Distributor shall be so long as (i) deemed to be in violation no Default or Event of this Agreement Default has occurred and is continuing or any International Selling Agreement or would exist as a result thereof; (ii) obligated hereunder the Person to be acquired (or, in the case of an asset acquisition, the assets of such Person) are in the same or under any International Selling Agreement to take any action a substantially similar line of business as the Loan Party making such acquisition; (including to make any adjustment to commissionsiii) the Loan Parties have provided the Administrative Agent with prior written notice of such acquisition, economic inducements or other benefits for which notice shall include a reasonably detailed description of such Permitted Acquisition; (iv) the Sales Force), board of directors and (if such violation would ariserequired by applicable law) the shareholders, or the equivalent thereof of each of the applicable Loan Party or Subsidiary making such action would be required acquisition and of the Person to be takenacquired has approved such merger, solely as consolidation or acquisition; (v) in the event of a result stock acquisition the Person so acquired shall become a wholly-owned Subsidiary a Loan Party and shall comply with the terms and conditions set forth in Section 6.13; (vi) the business to be acquired would not subject the Administrative Agent or any Lender to regulatory or third party approvals in connection with the exercise of Parent or one any of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right rights and remedies under this Agreement or any International Selling Agreement to be other Loan Document; (vii) the exclusive provider aggregate amount of the purchase price for any single acquisition or series of related acquisitions which is payable in anything other than the Capital Stock of MLP (and such Product Capital Stock shall have no redemption or New Product to such International Parent Distributor. (b) If, at any time repurchase rights prior to a date which is one (1) year after the seventh anniversary Maturity Date and shall not have the ability to convert into any form of Indebtedness) shall not exceed $25,000,000; and (viii) the aggregate amount of the date purchase price for all acquisitions over any twelve consecutive calendar month period which is payable in anything other than the Capital Stock of this Agreement, MLP (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers Capital Stock shall have no redemption or repurchase rights prior to a date which is one (1) year after the right during Maturity Date and shall not have the remainder ability to convert into any form of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right Indebtedness) shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundnot exceed $35,000,000.

Acquisitions. (a) Notwithstanding anything in this Agreement to the contraryThe Borrower shall not, but subject to Section 3.6(b)and shall not permit any of its Subsidiaries to, neither Parent nor any International Parent Distributor shall be (i) deemed to be in violation of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this AgreementAcquisitions; provided, however, that nothing in this Section 3.6(aif (a) immediately prior to and after giving effect to the proposed Acquisition there shall limit not exist a Default or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider Event of such Product or New Product to such International Parent Distributor. Default and (b) Ifimmediately after giving effect to the proposed transaction the Revolver Availability shall be no less than $40,000,000, the Borrower or any of its Subsidiaries may make Acquisitions so long as (i) such Acquisition shall not be opposed by the board of the directors of the Person being acquired, (ii) the Lenders shall have received written notice thereof at any time least 15 Business Days prior to the seventh anniversary date of such Acquisition, (iii) the Administrative Agent shall have received at least 10 Business Days prior to the date of this Agreementsuch Acquisition a Compliance Certificate setting forth the covenant calculations both immediately prior to and after giving effect to the proposed Acquisition, (iiv) Parent acquires a Target Business (as defined the assets, property or business acquired shall be in the Acquisition business described in Section 4.1(d) hereof and the Administrative Agent for the benefit of the Lenders shall have a first priority Lien (subject to the Intercreditor Agreement) in substantially all of such assets (or, if less than substantially all of such assets, such assets required by the Determining Lenders to be pledged), of which the net revenues and net earnings except for Permitted Liens, (in each case, calculated v) if such Acquisition results in a manner consistent with Section 6.17(a)(xDomestic Subsidiary, (A) such Subsidiary shall execute a Subsidiary Guaranty of the Acquisition Agreement, and, for Obligations and Collateral Documents granting a first priority Lien (subject to the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Intercreditor Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder in substantially all of such seven-year period to be a provider to each Target Affiliated Distributorassets (or, if anyless than substantially all of such assets, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed all assets required by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is bound.the

Acquisitions. Notwithstanding the terms of Subsection 8.3.1 above, the Company or any Subsidiary of the Company may, in one transaction or a series of related transactions, acquire all or substantially all of the equity of (or, if the Company or such Subsidiary shall have an Investment in a Person, then the remaining equity of), or all or substantially all of the assets of, a Person, or division thereof, that is solely engaged in a Permitted Business (an "Acquisition"), but only subject to and upon satisfaction of the following terms: (a) Notwithstanding anything The Company shall provide the Lenders with not less than five (5) Business Days prior written notice of each consummation of an Acquisition (or series of related Acquisitions), the aggregate consideration for which would exceed Fifty Million Dollars ($50,000,000), together with an Officers' Compliance Certificate showing, on a Pro Forma Basis, compliance with the provisions of paragraph (c) below and a copy of the acquisition agreement which shall be in this Agreement form and substance satisfactory to the contraryAgent and copies of related documents as they become available; (b) No Acquisition may be made if an Event of Default or Potential Event of Default exists either before or after giving effect to such Acquisition; (c) No Acquisition may be made if, but on a Pro Forma Basis after giving effect to such Acquisition, the Company is not in compliance with the financial covenants specified in Article 7 (Financial Covenants); (d) If such Acquisition is of equity, contemporaneously with the closing of such Acquisition, all of the equity and all material assets of the Subsidiary that issued such equity shall be subject to Section 3.6(ba valid first priority security interest pursuant to the Loan Documents (subject only to Permitted Liens) and the Subsidiary that is acquired shall execute and deliver to Agent the Subsidiary Suretyship; (e) If such acquisition is of assets (rather than equity), neither Parent nor any International Parent Distributor contemporaneously with the closing of such Acquisition, all of the material assets so acquired shall be subject to a valid first priority security interest pursuant to the Loan Documents, subject only to Permitted Liens; (f) If such Acquisition includes FCC Licenses to be used in connection with the radio broadcast business, such licenses shall be owned by Radio License Subsidiaries except as otherwise set forth on Schedule 8.3.3; (g) All necessary or appropriate governmental, judicial or other third party approvals, waivers or consents necessary for such Acquisition shall have been obtained and become final or Final Orders, as applicable, and shall remain in full force and effect; and (h) Company shall promptly upon request of the Agent or any Lender provide such further information and documentation as may be reasonably requested by the Agent or such Lender. (i) deemed No Acquisition pursuant to this Subsection 8.3.3 shall be made which would result in violation of this Agreement any Subsidiary being a Person other than a corporation, limited partnership or any International Selling Agreement or (ii) obligated hereunder or limited liability company organized under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business laws of any Person engaged in state of the distribution United States all of financial services products following whose capital stock or ownership interests is owned directly or indirectly by the date of this Agreement; Company, provided, however, that nothing in this Section 3.6(aSubsection 8.3.3 shall (1) shall limit or restrict prohibit the Company from making additional investments (otherwise permitted by this Agreement) in any obligations Subsidiary that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor. (b) If, at any time prior to the seventh anniversary as of the date of this AgreementAgreement is not wholly-owned directly or indirectly by the Company (collectively, "Permitted Non-wholly Owned Subsidiaries") or (i2) Parent acquires a Target Business prohibit any such Permitted Non-wholly Owned Subsidiary from acquiring another Subsidiary that (as defined after such acquisition) is wholly-owned by the Permitted Non-wholly Owned Subsidiary. The restrictions on Acquisitions and Investments contained in the Acquisition Agreement), of which the net revenues and net earnings (this Subsection 8.3.3 shall be construed to be in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amountaddition to, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of not in lieu of, the Acquisition restrictions contained elsewhere in this Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is bound.

Acquisitions. (a) Notwithstanding anything in this Agreement to the contrary, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor No Company shall be (i) deemed to be in violation of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreementeffect an Acquisition; provided, however, that nothing a Company may effect an Acquisition so long as: (a) in this Section 3.6(a) the case of a merger, amalgamation or other combination including a Borrower (other than US Borrower), such Borrower shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer be the surviving entity and, if such Purchaser Insurer has the right under this Agreement merger, amalgamation or any International Selling Agreement to other combination includes US Borrower, US Borrower shall be the exclusive provider of such Product or New Product to such International Parent Distributor.surviving entity; (b) Ifin the case of a merger, at any time amalgamation or other combination including a Credit Party (other than a Borrower), a Credit Party shall be the surviving entity; (c) the business to be acquired shall be similar or complimentary to the lines of business of the Companies; (d) the Companies shall be in full compliance with the Loan Documents both prior to and after giving pro forma effect to such Acquisition; (e) no Default or Event of Default shall exist prior to or after giving pro forma effect to such Acquisition, thereafter shall begin to exist; (f) such Acquisition is not actively opposed by the seventh anniversary board of directors (or similar governing body) of the date selling Persons or by a majority of this Agreementthe Persons whose equity interests are to be acquired; (g) the purchase price for any Acquisition by a Foreign Subsidiary that is not a Credit Party, or of a Foreign Subsidiary by a Domestic Subsidiary that is not a Credit Party, shall be solely from (i) Parent acquires the cash-flow of one or more Foreign Subsidiaries, (ii) the proceeds of the Loans made to one or more Foreign Borrowers, or (iii) Subordinated Indebtedness incurred in accordance with and subject to Section 5.8(h) hereof; (h) the purchase price for any Acquisition by a Target Business Foreign Borrower or a Foreign Guarantor of Payment shall be from (as defined i) the cash-flow of one or more Foreign Subsidiaries, (ii) the proceeds of the Loans made to one or more Foreign Borrowers, or (iii) Subordinated Indebtedness incurred in accordance with and subject to Section 5.8(h) hereof; (i) with respect to any Acquisition the Acquisition AgreementConsideration for which is in excess of Fifty Million Dollars ($50,000,000), US Borrower shall have provided to Agent and the Lenders, at least ten (10) Business Days following such Acquisition, historical financial statements of which the net revenues target entity and net earnings (in each case, calculated in a manner consistent pro forma financial statement of the Companies accompanied by a certificate of a Financial Officer of US Borrower showing pro forma compliance with Section 6.17(a)(x) of 5.7 hereof, both before and after the Acquisition Agreement, andproposed Acquisition; provided that, for the avoidance purpose of doubtcomplying with the notice and disclosure requirements set forth in this subsection (i), excluding realized gains) derived from a Competitive Business (as defined in the amount of Consideration for an Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted shall be deemed to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) be US Borrower’s best estimate of the total Consideration to be paid for such Acquisition Agreement, then Purchaser through the Purchaser Insurers in accordance with SEC disclosure and calculation requirements; and (j) US Borrower shall have the right during the remainder Available Liquidity of no less than Twenty-Five Million Dollars ($25,000,000) after giving effect to such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundAcquisition.

Acquisitions. Restrictions on acquisitions other than, amongst others, any acquisition by a Group Member of at least a majority stake in an acquired entity which is not located or organized within a sanctioned country in violation of application sanctions (aa Permitted Acquisition) Notwithstanding anything in this Agreement to the contrary, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be where (i) deemed to be in violation no non-payment, insolvency, insolvency proceeding or creditors’ process Event of this Agreement Default is continuing or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely occur as a result of Parent or one completion of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following such acquisition (which is determined on the date of this Agreement; providedany Group Member’s entry into a legally binding commitment to make such acquisition), however, that nothing in this Section 3.6(a(ii) shall limit after giving pro forma effect to such acquisition (taking into account any cost savings and synergies (calculated on the same basis as Adjusted EBITDA)) and as if the consideration for such acquisition had been paid and the Financial Indebtedness incurred or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be incurred in connection with such acquisition had been fully utilized and applied towards such acquisition at the exclusive provider last day of such Product that most recent Relevant Period, the Group is in compliance with the Net Leverage Ratio required for the most recently ended testing period for which accounts are required to have been delivered, (iii) the principal business of the acquired entity falls within the general nature of the business of the Group or New Product to such International Parent Distributor. (b) Ifthe acquired entity is in a line of business that is similar, at any time prior complementary, compatible or related to the seventh anniversary of Group’s core business or is reasonably related, synergistic, incidental or ancillary to, the date of this core business, (iv) any debt incurred to finance such acquisition is permitted financial indebtedness under the Facility Agreement, and (v) if the total cash consideration payable is greater than US$10million (or its equivalent), any due diligence reports (to the extent prepared) are provided to the Finance Parties on a non-reliance basis, provided that no Group Member shall acquire any additional hospitals (unless such acquisition is funded from paragraphs (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the definition of Acceptable Funding Sources), provided further that the considerations paid by the Group Members for any Permitted Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder to or in respect of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right HHH Group Member shall be subject to any applicable contractual or the General Basket and other restrictions by which such Target Affiliated Distributor is boundprovided in paragraph (z) (General Restrictions).

Acquisitions. (a) Notwithstanding anything 13.1 Where either party makes an acquisition in this Agreement which it has majority ownership and the acquiring party has control to cause the acquisition to offer an intellectual property license relating to WDM Products Business to the contraryCompany, but immediately after the completion of the acquisition the Company will be offered a nonexclusive, Non-assignable license limited to use for the WDM Product Business based on commercially reasonable terms including lump sum and royalty terms. The Company shall have a period of thirty (30) days from the date of such offer to accept such license. Neither party is otherwise obligated to license or otherwise share such intellectual property with the Company or the other party. 13.2 Notwithstanding the voting provision contained in Section 10.1, where either OCLI or JDS makes an acquisition in which it has majority ownership (the "Acquiring Party") and the acquisition's existing business includes WDM Products Business, the Acquiring Party shall offer to the joint venture, immediately after the completion of the acquisition, acting through the members of the Management Committee or the governing body of the Company who are unaffiliated with the Acquiring Party, the right to have the Acquiring Party=s share of Transaction Profits of the acquisition's WDM Products Business included in the calculation of Profit sharing between the parties pursuant to Article VI of this Agreement. If the joint venture so elects within thirty (30) days from the date of such offer to so participate, as consideration for the right to so share in such Transaction Profits, the Acquiring Party shall be compensated by the non-acquiring party (the "Other Party"), in cash or other consideration acceptable to the Acquiring Party, an amount that shall be equal to the portion of the acquisition costs, including expenses (including costs associated with determining the portion of the acquired company's business allocable to the WDM Products Business), that is attributed to the WDM Business of the acquired company (reflecting the fact that the non-acquiring party will be acquiring a Profit interest without any equity ownership, and taking into account the remaining term of the Agreement under Section 9.2, and subject to Section 3.6(b)additional payments by the Other Party at the beginning of each renewal term of the Agreement) times one-third where OCLI is the Other Party and two-thirds where JDS is the Other Party. Alternatively, neither Parent nor any International Parent Distributor the Acquiring Party may at its sole option agree with the Other Party to adjust the Profit sharing pursuant to Article VI to replace a portion or all of the said cash amount. If the joint venture does not so elect within the specified time period, the acquired company's business shall be (i) deemed to be in violation completely outside the scope of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would and not be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged included in the distribution calculation of financial services products following Profit. For greater certainty, where the date of this Agreement; providedAcquiring Party is OCLI, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent DistributorOther Party is JDS and vice-versa. (b) If, at any time prior to the seventh anniversary of the date of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is bound.

Acquisitions. The Borrower shall not, and shall not permit any Restricted Subsidiary to, at any time, (A) make any purchase or other acquisition (including by way of a dividend received or otherwise and whether in a single transaction or in a series of related transactions and including each of the Pending Acquisitions) of zzz. any assets of any other Person that, taken together, constitute a business unit, aaaa. any Capital Stock of any other Person if, immediately thereafter, such other Person would be a Subsidiary of the Borrower, or bbbb. any assets of any other Person otherwise not in the ordinary course of business, (B) enter into any binding agreement to perform any transaction described in clauses (i), (ii) or (iii) above which is not contingent on obtaining the consent of the Required Lenders (each transaction described in clauses (A) and (B) above being referred to as an "ACQUISITION"), or (C) make any deposit in connection with any potential Acquisition, except: (A) Acquisitions by the Borrower or any Subsidiary Guarantor, provided that (I) no Default shall or would exist immediately before or after giving effect to each such Acquisition and all of the representations and warranties contained in Section 4 shall be true and correct as if then made, (II) with respect to each such Acquisition other than a Pending Acquisition, the sum (the "Acquisition Consideration") of (a) Notwithstanding anything the cash consideration paid or agreed to be paid in this Agreement connection with such Acquisition plus (b) the fair market value of all non-cash consideration paid or agreed to be paid in connection with such Acquisition plus (c) an amount equal to the contrary, but subject principal or stated amount of all liabilities assumed or incurred by such Person or any Loan Party in connection therewith shall not exceed $50,000,000, (III) the Borrower shall have delivered to Section 3.6(bthe Administrative Agent and each Lender (1) with respect to each Acquisition (other than a Pending Acquisition), neither Parent nor pursuant to which the Acquisition Consideration exceeds $5,000,000, written notice thereof not less than five Business Days prior to such Acquisition, (2) a certificate of a Financial Officer thereof, in all respects reasonably satisfactory to the Administrative Agent and dated the date of such consummation, certifying that (a) no Default has occurred and is continuing, (b) such Acquisition will be consummated in accordance with the terms of the applicable Acquisition documents with no amendment, supplement or other modification of any International Parent Distributor shall be term or provision thereof which adversely affects the interests of any Credit Party under any Loan Documents, and (c) in connection with the Contemporary Acquisition only, Contemporary owns 100% of the Riverport Amphitheater in St. Louis, Missouri, (3) a Compliance Certificate signed by a Financial Officer of the Borrower, in all respects reasonably satisfactory to the Administrative Agent, dated the date of the consummation of such Acquisition and (i) deemed to be stating that the Borrower is in violation of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as compliance with all covenants on a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive pro-forma basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product after giving effect to such International Parent Distributor. (b) If, at any time prior to the seventh anniversary of the date of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amountAcquisition, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) attaching a copy of a pro-forma consolidated balance sheet of the Acquisition AgreementBorrower utilized for purposes of preparing such Compliance Certificate, then Purchaser through which pro-forma consolidated balance sheet presents the Purchaser Insurers Borrower's good faith estimate of its pro-forma consolidated financial condition at the date thereof, after giving effect to such Acquisition, and (4) such other information, documents and other items as the Administrative Agent shall have reasonably requested; and (B) deposits in connection with potential Acquisitions, provided that cccc. such Acquisition would otherwise be permitted under this Section 8.5, but for the right during fulfillment by the remainder Borrower of such seven-year period to be a provider to each Target Affiliated Distributorthe conditions set forth in Section 8.5(a), if any, on a non-exclusive Level Playing Field basis, of any life insurance dddd. no Default shall or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either would exist immediately before or following after giving effect thereto, eeee. immediately after giving effect to each deposit, the aggregate amount of all outstanding deposits under this Section 8.5(b) does not exceed $15,000,000, and ffff. each such acquisition; provideddeposit (together with earnings thereon) is to be applied in full to the purchase price of the related Acquisition if such Acquisition is consummated, that and gggg. such right shall be subject to any applicable contractual or other restrictions by which deposit is invested in Cash Equivalents pending such Target Affiliated Distributor is boundapplication.

Acquisitions. Become a party to any merger or consolidation or agree to or effect any asset acquisition or stock acquisition, except: (a) Notwithstanding anything Acquisition of assets in this Agreement to the contraryordinary course of business, but subject to consistent with past practices; (b) Mergers and consolidations permitted by Section 3.6(b7.4; and (c) Acquisitions of the assets or stock of another Person (a “Permitted Acquisition”), neither Parent nor any International Parent Distributor shall be so long as (i) deemed to be in violation no Default or Event of this Agreement Default has occurred and is continuing or any International Selling Agreement or would exist as a result thereof; (ii) obligated hereunder the Person to be acquired (or, in the case of an asset acquisition, the assets of such Person) are in the same or under any International Selling Agreement a substantially similar line of business as the Loan Party making such acquisition; (iii) the Loan Parties have provided the Administrative Agent with prior written notice of such acquisition, which notice shall include a reasonably detailed description of such Permitted Acquisition; (iv) the board of directors and (if required by applicable law) the shareholders, or the equivalent thereof of each of the applicable Loan Party or Subsidiary making such acquisition and of the Person to take any action be acquired has approved such merger, consolidation or acquisition; (including to make any adjustment to commissions, economic inducements v) in the event of a stock or other benefits for similar equity acquisition the Sales Force), if such violation would arise, or such action would be required Person so acquired shall become a wholly-owned Subsidiary of a Loan Party and shall comply with the terms and conditions set forth in Section 6.13; (vi) the business to be taken, solely as a result acquired would not subject the Administrative Agent or any Lender to regulatory or third party approvals in connection with the exercise of Parent or one any of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right rights and remedies under this Agreement or any International Selling Agreement to be other Loan Document; (vii) the exclusive provider aggregate amount of the purchase price for any single acquisition or series of related acquisitions which is payable in anything other than the equity interests of MLP (and such Product equity interests shall have no redemption or New Product to such International Parent Distributor. (b) If, at any time repurchase rights prior to a date which is one (1) year after the seventh anniversary Maturity Date and shall not have the ability to convert into any form of Indebtedness) shall not exceed $25,000,000; and (viii) the aggregate amount of the date purchase price for all acquisitions over any twelve consecutive calendar month period which is payable in anything other than the equity interests of this Agreement, MLP (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers equity interests shall have no redemption or repurchase rights prior to a date which is one (1) year after the right during Maturity Date and shall not have the remainder ability to convert into any form of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right Indebtedness) shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundnot exceed $35,000,000.

Acquisitions. (a) Notwithstanding anything in this Agreement to Neither the contrary, but subject to Section 3.6(b), neither Parent Borrower nor any International Parent Distributor of its Subsidiaries shall be (i) deemed enter into any agreement pursuant to be in violation of this Agreement which any Borrower or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would ariseof its Subsidiaries may engage in a transaction, or such action would be required to be takenseries of related transactions, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor. (b) If, at any time prior to the seventh anniversary of consummated after the date of this Agreement, by which any Borrower or any of its Subsidiaries acquires the business of, or all or substantially all of the assets of, any Person (i) Parent acquires other than a Target Business (as defined in the Acquisition AgreementWholly-Owned Subsidiary of a Borrower or any of its Subsidiaries or a Wholly-Owned Subsidiary of any of its Subsidiaries), or any division of such Person, whether through the purchase of assets, purchase of stock or other equity interest, merger or otherwise, of any Person that was not theretofore a Subsidiary of the Borrower becomes a Subsidiary of the Borrower (an "Acquisition"), other than an Acquisition with respect to which the net revenues following conditions have been satisfied (each a "Permitted Acquisition"): (a) Such Acquisition has been approved by the board of directors (or functional equivalent thereof) and net earnings the equity holders (in each case, calculated in a manner consistent with Section 6.17(a)(xif required by applicable law) of the Person whose equity interests or assets are being acquired. (b) The Person or assets being acquired are predominately in the same or a similar or complementary line of business as the Borrower or any of its Subsidiaries and after giving effect to such Acquisition, the assets acquired will not be encumbered by any Lien other than a Permitted Lien. (c) Both immediately before and after giving effect to such Acquisition, no Default or Event of Default shall exist. (d) After giving effect to any such Acquisition Agreementof any Person effected through a merger to which a Borrower is a party, the Borrower will be the surviving entity, and, for the avoidance after giving effect to any such Acquisition of doubt, excluding realized gains) derived from any Person effected through a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted merger to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) which any Subsidiary of the Acquisition AgreementBorrower is a party, then Purchaser through the Purchaser Insurers Borrower or any of its Subsidiaries shall control the surviving entity. (e) At least five (5) Business Days prior to the consummation of any such Acquisition, the Borrower shall have delivered to the right during Agent a pro forma balance sheet and a related Compliance Certificate prepared on a consolidated basis (including the remainder of to-be-acquired assets and any assumed liabilities, or if equity interests are acquired, the to-be-acquired Person if such seven-year period Person is to be a provider Subsidiary, and if not, the to-be-acquired equity interests), which certificate shall indicate that no Event of Default exists or would exist following consummation of the Permitted Acquisition, and that the Borrower will be in compliance (on a consolidated basis including the to-be-acquired assets and any assumed liabilities or if equity interests are acquired, the to-be-acquired Person if such Person is to each Target Affiliated Distributorbe a Subsidiary, and, if anynot, the to-be-acquired equity interests) with the financial covenants set forth in Section 5.03 (and any other financial covenant at any time contained in this Agreement) following consummation of such Acquisition, including the to-be-acquired assets, Person or equity interests and the operating results thereof on the same basis and for the same periods as the Borrower is measured for each such covenant, respectively. (f) Immediately after giving effect to the Acquisition of a non-exclusive Level Playing Field basisPerson which becomes a Consolidated Domestic Subsidiary, of any life insurance or annuity product that is distributed by the Borrower and such Target Affiliated Distributor on Person shall execute and deliver a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject Subsidiary Guaranty pursuant to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundPerson will become a Guarantor, and such other documents as the Agent may require consistent with the documents specified under Section 3.01, including without limitation, copies of the constituent documents of such Person and corporate resolutions (or equivalent) authorizing such document(s) and the transactions contemplated thereby, in each case certified as true and correct by an officer of such Person, and a legal opinion from counsel to such Person, in form and substance acceptable to the Agent.

Acquisitions. The Borrower will not, and will not cause, permit, or suffer any of its Subsidiaries to, become a party to, contract for, or effect any purchase, exchange, or acquisition of Equity Securities or assets (any such transaction, an "Acquisition"), other than an Acquisition of assets that do not constitute all or a material part of a business, provided, however, the Borrower or any of its Subsidiaries may become a party to, contract for, or effect an Acquisition if each of the following conditions are satisfied: (a) Notwithstanding anything no Default or Event of Default, or breach by the Borrower of any of its covenants in this Agreement the Loan Documents, shall have occurred and be continuing at the time of such Acquisition; (b) no Default or Event of Default, or breach by the Borrower of any of its covenants in the Loan Documents, shall occur as a result of, or after giving effect to, such Acquisition; (c) such Acquisition relates solely to the contrary, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be (i) deemed to be Equity Securities in violation another Person engaged primarily in, or assets of this Agreement or any International Selling Agreement or another Person used primarily for, a diversified investment management business, (ii) obligated hereunder goods or under services that will be used in the business of the Borrower or any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would ariseof its Subsidiaries, or such action would be required to be taken(iii) additional Equity Securities issued by an Entity, solely as a result the Equity Securities of Parent which have previously been purchased by the Borrower or one of its Affiliates acquiring assets Subsidiaries under this Section 8.3; (d) if such Acquisition relates to Equity Securities of another Entity, after giving effect to such Acquisition, at least a majority of the Equity Securities, and at least a majority of the Voting Equity Securities, of such Entity are held directly by the Borrower or indirectly by the Borrower through one or more Restricted Subsidiaries (but not through any Subsidiary that is not a business Restricted Subsidiary); (e) any Entity that issued Equity Securities purchased in such Acquisition and any Entity through which the Borrower effected an Acquisition of any Person engaged in Equity Securities or assets, becomes, upon the distribution consummation of financial services products following the date Acquisition, a Consolidated Subsidiary subject to the terms and conditions of this Credit Agreement; and (f) except as permitted by Section 8.6, any Entity that issued Equity Securities purchased in such Acquisition and any Entity through which the Borrower effected an Acquisition of Equity Securities or assets is not upon consummation of such Acquisition (and the Borrower will not thereafter cause, permit, or suffer any such Entity to become) a general partner in any partnership, a party to a joint venture, or subject to any contingent obligations established by Contract that are not by their terms limited to a specific dollar amount; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis such Entity may be a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor. (b) If, at any time prior to the seventh anniversary of the date of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated general partner in a manner consistent with Section 6.17(a)(x) of partnership which is wholly owned by the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent Borrower or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundRestricted Subsidiaries.

Acquisitions. Not, and not permit any Restricted Subsidiary to, acquire all or substantially all of the assets or any Equity Interests of any class of, or any partnership or joint venture interest in, any other Person, except for any Acquisition by the Borrower or any domestic Wholly-Owned Subsidiary that is a Restricted Subsidiary where: (a) Notwithstanding anything the business or division acquired are for use, or the Person acquired is engaged, in a business which would not cause the general nature of the business in which the Borrower and its Restricted Subsidiaries, taken as a whole, are engaged immediately after giving effect to such Acquisition to be substantially changed from the general nature of the business in which the Borrower and its Restricted Subsidiaries, taken as a whole, are engaged on or immediately prior to the ClosingAmendment No. 1 Effective Date; (b) immediately before and after giving effect to such Acquisition, no Event of Default or Default shall exist; (c) immediately after giving effect to such Acquisition, the Borrower is in pro forma compliance with all the financial ratios and restrictions set forth in Section 7.13; provided, that (x) the Borrower shall calculate such pro forma compliance based upon the most-recent trailing twelve month historical financial statements for the Borrower and the target to be acquired, (y) all such information for the Borrower and the target shall be used and shall comply with the defined terms (such as, for example, Consolidated Net Income) used in this Agreement to calculate, among other things, financial covenants, and (z) the contraryfollowing formula shall be used to determine the target’s EBITDA: Consolidated Net Income plus, but subject to Section 3.6(bthe extent deducted in determining such Consolidated Net Income, Interest Expense, income and franchise tax expense, depreciation and amortization; and (d) in the case of the Acquisition of any Person, the board of directors or similar governing body of such Person has approved such Acquisition prior to the occurrence thereof; (e) to the extent available, reasonably prior to such Acquisition, the Administrative Agent shall have received complete executed or conformed copies of each material document, instrument and agreement to be executed in connection with such Acquisition together with all lien search reports and lien release letters and other documents as the Administrative Agent may require to evidence the termination of Liens on the assets or business to be acquired (except to the extent the Borrower or a Restricted Subsidiary is assuming such Liens pursuant to the Acquisition); (f) to the extent available, Borrower shall use reasonable efforts prior to such Acquisition to provide the Administrative Agent an acquisition summary with respect to the Person and/or business or division to be acquired, such summary to include a reasonably detailed description thereof (including financial information) and operating results (including financial statements for the most recent 12 month period for which they are available and as otherwise available), neither Parent nor any International Parent Distributor shall be the terms and conditions, including economic terms, of the proposed Acquisition, and the Borrower’s calculation of pro forma EBITDA relating thereto; and (g) if the Acquisition is structured as a merger, the Borrower or a Restricted Subsidiary is the surviving entity (including a surviving entity that becomes a Restricted Subsidiary); provided, that (i) deemed to be clauses (e) and (f) shall apply only if the consideration paid in violation connection with the Acquisition is greater than the greater of this Agreement or any International Selling Agreement or (x) $25,000,00030,000,000 and (y) 12.0% of LTM EBITDA and (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) 7.06 shall limit or be deemed to restrict any obligations that Parent the Triumph Transactions or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered Investment permitted by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent DistributorSection 7.11(j). (b) If, at any time prior to the seventh anniversary of the date of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is bound.

Acquisitions. (a) Notwithstanding anything in this Agreement to the contrary, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor No Company shall be (i) deemed to be in violation of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreementeffect an Acquisition; provided, however, that nothing a Company may effect an Acquisition so long as: (a) in this Section 3.6(a) the case of a merger, amalgamation or other combination including a Borrower (other than US Borrower), such Borrower shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer be the surviving entity and, if such Purchaser Insurer has the right under this Agreement merger, amalgamation or any International Selling Agreement to other combination includes US Borrower, US Borrower shall be the exclusive provider of such Product or New Product to such International Parent Distributor.surviving entity; (b) Ifin the case of a merger, at any time amalgamation or other combination including a Credit Party (other than a Borrower), a Credit Party shall be the surviving entity; (c) the business to be acquired shall be similar or complimentary to the lines of business of the Companies; (d) the Companies shall be in full compliance with the Loan Documents both prior to and after giving pro forma effect to such Acquisition; (e) no Default or Event of Default shall exist prior to or after giving pro forma effect to such Acquisition, thereafter shall begin to exist; (f) such Acquisition is not actively opposed by the seventh anniversary board of directors (or similar governing body) of the date selling Persons or by a majority of this Agreementthe Persons whose equity interests are to be acquired; (g) the purchase price for any Acquisition by a Foreign Subsidiary that is not a Credit Party, or of a Foreign Subsidiary by a Domestic Subsidiary that is not a Credit Party, shall be solely from (i) Parent acquires the cash-flow of one or more Foreign Subsidiaries, (ii) the proceeds of the Loans made to one or more Foreign Borrowers, or (iii) Subordinated Indebtedness incurred in accordance with and subject to Section 5.8(h) hereof ; (h) the purchase price for any Acquisition by a Target Business Foreign Borrower or a Foreign Guarantor of Payment shall be from (as defined i) the cash-flow of one or more Foreign Subsidiaries, (ii) the proceeds of the Loans made to one or more Foreign Borrowers, or (iii) Subordinated Indebtedness incurred in accordance with and subject to Section 5.8(h) hereof; (i) with respect to any Acquisition the Acquisition AgreementConsideration for which is in excess of Twenty-Five Million Dollars ($25,000,000), US Borrower shall have provided to Agent and the Lenders, at least ten (10) Business Days prior to such Acquisition, historical financial statements of which the net revenues target entity and net earnings (in each case, calculated in a manner consistent pro forma financial statement of the Companies accompanied by a certificate of a Financial Officer of US Borrower showing pro forma compliance with Section 6.17(a)(x) of 5.7 hereof, both before and after the Acquisition Agreement, andproposed Acquisition; provided that, for the avoidance purpose of doubtcomplying with the notice and disclosure requirements set forth in this subsection (i), excluding realized gains) derived from a Competitive Business (as defined in the amount of Consideration for an Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted shall be deemed to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) be US Borrower’s best estimate of the total Consideration to be paid for such Acquisition Agreement, then Purchaser through the Purchaser Insurers in accordance with SEC disclosure and calculation requirements; and (j) US Borrower shall have the right during the remainder Available Liquidity of no less than Twenty-Five Million Dollars ($25,000,000) after giving effect to such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundAcquisition.

Acquisitions. Any Borrower or a Wholly Owned Subsidiary of such Borrower may acquire any business or Property from, or capital stock of, or be a party to any acquisition of, any Person, so long as: (aA) Notwithstanding anything the aggregate Purchase Price of any individual such acquisition shall not exceed $750,000,000; (B) such acquisition (if by purchase of assets, merger or consolidation) shall be effected in this Agreement such manner so that the acquired business, and the related assets, are owned either by a Borrower or a Wholly Owned Subsidiary of a Borrower and, if effected by merger or consolidation involving a Borrower, such Borrower shall be the continuing or surviving entity and, if effected by merger or consolidation involving a Wholly Owned Subsidiary of a Borrower, such Wholly Owned Subsidiary shall be the continuing or surviving entity; Table of Contents (C) such acquisition (if by purchase of stock) shall be effected in such manner so that the acquired entity becomes a Wholly Owned Subsidiary of a Borrower; (D) with respect to any acquisition involving an aggregate Purchase Price in excess of $50,000,000, the Borrowers shall deliver to the contraryAdministrative Agent (which shall promptly notify the Lenders of such acquisition and forward a copy to each Lender which requests one) (1) no later than five Business Days after the execution and delivery thereof, but subject copies of the respective agreements or instruments pursuant to Section 3.6(bwhich such acquisition is to be consummated (including, without limitation, any related management, non-compete, employment, option or other material agreements), neither Parent nor any International Parent Distributor shall be (i) deemed schedules to such agreements or instruments and all other material ancillary documents to be executed or delivered in violation of this Agreement or connection therewith and (2) promptly following request therefor (but in any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Forceevent within three Business Days following such request), if copies of such violation would ariseother information or documents relating to each such acquisition as the Administrative Agent shall have requested; (E) with respect to any acquisition involving an aggregate Purchase Price in excess of $50,000,000, or such action would be required the Administrative Agent shall have received (and shall promptly forward a copy thereof to be taken, solely as each Lender which requests one) a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged letter (in the distribution case of financial services products following each legal opinion delivered to the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product Borrowers pursuant to such International Parent Distributor.acquisition) from each Person delivering such opinion (which shall in any event include an opinion of special FCC counsel) authorizing reliance thereon by the Administrative Agent and the Lenders; (bF) Ifwith respect to any acquisition involving an aggregate Purchase Price in excess of $50,000,000, at any time prior the Borrowers shall have delivered to the seventh anniversary Administrative Agent (which shall promptly provide a copy thereof to the Lenders) evidence satisfactory to the Administrative Agent and the Majority Lenders of the date receipt of this Agreementall licenses, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement)permits, of which the net revenues approvals and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributorconsents, if any, on a nonrequired with respect to such acquisition (including, without limitation, the consents of the respective municipal franchising authorities to the acquisition of the respective CATV Systems being acquired (if any)); (G) the entire amount of the consideration payable by the Borrowers and their Subsidiaries in connection with such acquisition (other than customary post-exclusive Level Playing Field basisclosing adjustments and indemnity obligations, of any life insurance or annuity product and other than Indebtedness incurred in connection with such acquisition that is distributed by such Target Affiliated Distributor permitted under paragraphs (c) or (f) of Section 8.07) shall be payable on a non-exclusive basis either immediately before or following the date of such acquisition; provided; (H) none of the Borrowers nor any of its Subsidiaries shall, that in connection with such right acquisition, assume or remain liable in respect of (x) any Indebtedness of the seller or sellers (except for Indebtedness permitted under Section 8.07(f)) or (y) other obligations of the seller or sellers (except for obligations incurred in the ordinary course of business in operating the CATV System so acquired and necessary or desirable to the continued operation of such CATV System); (I) to the extent the assets purchased in such acquisition shall be subject to any applicable contractual Liens not permitted hereunder, such Liens shall have been released (or arrangements for such release satisfactory to the Administrative Agent shall have been made); (J) to the extent applicable, the Borrowers shall have complied with the provisions of Section 8.16, including, without limitation, to the extent not theretofore delivered, delivery to the Administrative Agent of (x) the certificates representing the shares of stock or other restrictions ownership interests, accompanied by undated stock powers or other powers executed in blank, and (y) the agreements, instruments, opinions of counsel and other documents required under Section 8.16; Table of Contents (K) after giving effect to such acquisition the Borrowers shall be in compliance with Section 8.10 (the determination of such compliance to be calculated on a pro forma basis, as at the end of and for the fiscal quarter most recently ended prior to the date of such acquisition for which financial statements of the Borrowers and their Subsidiaries are available, under the assumption that such Target Affiliated Distributor is bound.acquisition shall have occurred, and any Indebtedness in connection therewith shall have been incurred, at the beginning of the applicable period, and under the assumption that interest for such period had been equal to the actual weighted average interest rate in effect for the Loans hereunder on the date of such acquisition), and the Borrowers shall have delivered to the Administrative Agent a certificate of a Senior Officer showing such calculations in reasonable detail to demonstrate such compliance;

Acquisitions. In the event that (other than with respect to the Acquisition) the Borrower wishes to utilize proceeds of one or more Accommodations under the Revolving Facility to, or to provide funds to any subsidiary, affiliate or other person to, finance an offer to acquire (which shall include an offer to purchase securities, solicitation of an offer to sell securities, an acceptance of an offer to sell securities, whether or not the offer to sell was solicited, or any combination of the foregoing) outstanding securities of any person (the “Target”) which constitutes a “take-over bid” pursuant to applicable corporate or securities legislation (in any case, a “Takeover”), and if the Takeover is, under applicable Law, such as to require the board of directors of the Target to prepare a directors circular or like document that includes either a recommendation to accept or reject the Takeover or a statement that they are unable to make or are not making a recommendation, then either: (a) Notwithstanding anything prior to or concurrently with delivery to the Administrative Agent of any Accommodation Request, the proceeds of which are intended to be utilized as aforesaid, the Borrower shall provide to the Administrative Agent evidence satisfactory to the Administrative Agent (acting reasonably) that the board of directors or like body of the Target, or the holders of all of the securities of the Target, has or have approved, accepted, or recommended to security holders acceptance of, the Takeover; or: (b) the following steps shall be followed: (i) at least five Business Days prior to the delivery to the Administrative Agent of such Accommodation Request, the Borrower shall advise the Administrative Agent (who shall promptly advise each Revolving Lender) of the particulars of such Takeover; (ii) within three Business Days of being so advised, each Revolving Lender shall notify the Administrative Agent of such Lender’s determination as to whether it is willing to fund under such Accommodation Request; provided that, in the event such Lender does not so notify the Administrative Agent within such three Business Day period, such Lender shall be deemed to have notified the Administrative Agent that it is not so willing to fund; and (iii) the Administrative Agent shall promptly notify the Borrower of each such Lender’s determination; and in the event that any Revolving Lender (each, a “Declining Lender”) has notified or is deemed to have notified the Administrative Agent that it is not willing to fund under such Accommodation Request, then such Declining Lender shall have no obligation to fund under such Accommodation Request, notwithstanding any other provision of this Agreement agreement to the contrary, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be (i) deemed to be in violation of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing each other Revolving Lender (each, a “Financing Lender”) which has advised the Administrative Agent it is willing to fund under such Accommodation Request shall have an obligation, up to the amount of its unused Commitment under the Revolving Facility, to fund under such Accommodation Request, and such funding shall be provided by each Financing Lender in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has accordance with the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor. (b) Ifratio, at any time determined prior to the seventh anniversary provision of such funding, that the date Commitment of such Financing Lender under the Revolving Facility bears to the aggregate the Commitments of all the Financing Lenders under the Revolving Facility. If Accommodations are provided in the manner contemplated by section 2.1(7)(b) and there are Declining Lenders, subsequent Accommodations under the Revolving Facility shall be funded firstly by Declining Lenders having unused Commitments under the Revolving Facility, and subsequent repayments under the Revolving Facility shall be applied firstly to Financing Lenders, in each case until such time as the proportion that the amount of each Revolving Lender’s Principal Outstanding under the Revolving Facility bears to the aggregate Principal Outstanding under the Revolving Facility is equal to such proportion which would have been in effect but for the application of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreementsection 2.1(7), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is bound.

Acquisitions. Become a party to any merger or consolidation or agree to or effect any asset acquisition or stock acquisition, except: (a) Notwithstanding anything Acquisition of assets in this Agreement to the contraryordinary course of business, but subject to consistent with past practices; (b) Mergers and consolidations permitted by Section 3.6(b7.4; and (c) Acquisitions of the assets or stock of another Person (a "Permitted Acquisition"), neither Parent nor any International Parent Distributor shall be so long as (i) deemed to be in violation no Default or Event of this Agreement Default has occurred and is continuing or any International Selling Agreement or would exist as a result thereof; (ii) obligated hereunder the Person to be acquired (or, in the case of an asset acquisition, the assets of such Person) are in the same or under any International Selling Agreement a substantially similar line of business as the Loan Party making such acquisition; (iii) the Loan Parties have provided the Administrative Agent with prior written notice of such acquisition, which notice shall include a reasonably detailed description of such Permitted Acquisition; (iv) the board of directors and (if required by applicable law) the shareholders, or the equivalent thereof. of each of the applicable Loan Party or Subsidiary making such acquisition and of the Person to take any action be acquired has approved such merger, consolidation or acquisition; (including to make any adjustment to commissions, economic inducements v) in the event of a stock or other benefits for similar equity acquisition the Sales Force), if such violation would arise, or such action would be required Person so acquired shall become a wholly-owned Subsidiary of a Loan Party and shall comply with the terms and conditions set forth in Section 6.13; (vi) the business to be taken, solely as a result acquired would not subject the Administrative Agent or any Lender to regulatory or third party approvals in connection with the exercise of Parent or one any of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right rights and remedies under this Agreement or any International Selling Agreement to be other Loan Document; (vii) the exclusive provider aggregate amount of the purchase price for any single acquisition or series of related acquisitions which is payable in anything other than the equity interests of MLP (and such Product equity interests shall have no redemption or New Product to such International Parent Distributor. (b) If, at any time repurchase rights prior to a date which is one (1) year after the seventh anniversary Maturity Date and shall not have the ability to convert into any form of Indebtedness) shall not exceed $25,000,000; and (viii) the aggregate amount of the date purchase price for all acquisitions over any twelve consecutive calendar month period which is payable in anything other than the equity interests of this Agreement, MLP (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers equity interests shall have no redemption or repurchase rights prior to a date which is one (1) year after the right during Maturity Date and shall not have the remainder ability to convert into any form of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right Indebtedness) shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundnot exceed $35,000,000.

Acquisitions. Not, and not permit any Subsidiary to, make any Acquisition other than Acquisitions that meet the following requirements (each a “Permitted Acquisition”); (a) Notwithstanding anything in this Agreement to the contrary, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be (i) deemed business or Person to be in violation of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged acquired is in the distribution same or substantially similar line of financial services products following business as the date of this Agreement; provided, however, that nothing Borrower and has its primary operations located in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor.United States; (b) Ifif such Acquisition is structured as a merger involving the Borrower or a Subsidiary Guarantor, the Borrower or such Subsidiary Guarantor shall be the surviving entity and the Borrower or such Subsidiary Guarantor shall acquire 100% of the acquired entity; (c) no Event of Default or Unmatured Event of Default shall exist or result from such Acquisition; (d) such Acquisition is not actively opposed by the Governing Body of the selling Persons or the Persons whose Equity Interests are to be acquired; and (e) the Borrower shall have delivered to the Administrative Agent, at any time least 10 Business Days prior to such Acquisition, or such shorter period as the seventh anniversary of the date of this AgreementRequired Lenders may consent to, (i) Parent acquires a Target Business certificate of a Responsible Financial Officer of the Borrower demonstrating, to the satisfaction of the Administrative Agent, (as defined in the Acquisition AgreementA) pro forma compliance with Section 10.7, both before (looking back four complete fiscal quarters), and after giving effect to such Acquisition, (B) after giving effect to such Acquisition, the pro forma Total Leverage Ratio is not greater than 3.00 to 1.00, and (C) after giving effect to such Acquisition, the Borrower has a pro forma cash balance of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, at least $15,000,000 and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(xeither (A) or 6.17(a)(xi) audited financial statements for the most recently completed fiscal year of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period Person to be acquired, prepared by a provider nationally recognized accounting firm, or (B) the results of an audit or a due diligence review of the Person or assets to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed be acquired prepared by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject an accounting firm acceptable to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundthe Administrative Agent.

Acquisitions. (a) Notwithstanding anything in this Agreement The Borrower will not, nor will it permit any of its Consolidated Subsidiaries to, acquire any business or property from, or capital stock of, or be a party to the contraryany acquisition of, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be Person except: (i) deemed purchases of equipment, programming rights and other property to be sold or used in violation the ordinary course of this Agreement or any International Selling Agreement or business; (ii) obligated hereunder Investments permitted under Section 6.05; (iii) Capital Expenditures; and (iv) the Borrower and its Consolidated Subsidiaries may, pursuant to a merger or consolidation, a purchase of stock or assets or entering into an LMA Arrangement (any such transaction being herein called a "Subsequent Acquisition"), acquire after the date hereof (or, in the case of an LMA Arrangement, acquire the right to operate) additional television broadcasting stations (any such station that is the subject of any Subsequent Acquisition being hereinafter referred to as an "Acquired Station"), additional broadcast industry related assets, and other assets or businesses permitted under any International Selling Agreement Section 6.04, so long as: (A) immediately prior to take any action such Subsequent Acquisition and after giving effect thereto, (including 1) no Default shall have occurred and be continuing and (2) the Borrower shall be in pro forma compliance with Section 6.10 (the determination of such pro forma compliance to make any adjustment to commissionsbe calculated, economic inducements or other benefits as at the end of and for the Sales Force), if such violation would arise, or such action would be required period of four fiscal quarters most recently ended prior to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreementsuch Subsequent Acquisition for which financial statements of the Borrower and its Consolidated Subsidiaries are available, under the assumption that such Subsequent Acquisition shall have occurred at the beginning of the applicable period) and the Borrower shall have delivered to the Administrative Agent a certificate of a Financial 364-DAY CREDIT AGREEMENT Officer showing such calculations in reasonable detail to demonstrate such compliance; provided, however, that nothing in this Section 3.6(aand (B) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has promptly following the right under this Agreement or any International Selling Agreement to be the exclusive provider consummation of such Product Subsequent Acquisition, the Borrower shall have supplemented Schedules IV and V in order that such Schedules accurately reflect any additional Consolidated Subsidiaries formed or New Product acquired pursuant to such International Parent Distributor. Subsequent Acquisition and accurately identify the respective Station Licenses (b) If, at any time prior to the seventh anniversary of the date of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues other than non-material incidental microwave relay and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(xremote transmitter Licenses) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundAcquired Station.

Acquisitions. Other than the Acquisition, no Credit Party will, nor will it permit any of its Subsidiaries to, acquire any Equity Interests or all or a material portion of the assets of any Person or any division or line of business of such Person (unless such Credit Party or Subsidiary making such acquisition complies with all of the following (the “Permitted Acquisition”): (a) Notwithstanding anything the Equity Interests or Property acquired in this Agreement such acquisition constitute a business reasonably related to the contrary, but subject to Section 3.6(b), neither Business and the board of directors of the Parent nor any International Parent Distributor shall be (i) deemed specifically deems such acquisition to be in violation of this Agreement strategic importance to the Borrowers; (b) no Default or any International Selling Agreement Event of Default shall exist prior to or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would will be required to be taken, solely caused as a result of Parent such acquisition; (c) the Credit Parties shall have provided the Holders with at least 30 Business Days prior written notice of such acquisition, such notice to include (i) a description of the Property or one Equity Interests to be purchased, (ii) the price and terms of such acquisition, (iii) a certificate of its Affiliates acquiring assets Financial Officer to the effect that no Default or Event of Default exists and attaching, in reasonable detail, computations and a business Consolidated financial statement prepared on a pro forma basis of any Person engaged in the distribution Parent and its Subsidiaries immediately prior to and after giving effect to such acquisition demonstrating compliance with Section 5.11 as of the last day of the last full calendar quarter ending immediately prior to such acquisition for which financial services products following statements have been delivered as if such acquisition were effective on the date first day of this Agreementthe relevant period; provided, however, that nothing if the Credit Parties borrow any sums under the Senior Credit Facility to fund any amount incurred, assumed or otherwise payable at closing in connection with such transaction, the applicable ratio for the Senior Funded Leverage Ratio delivered on a pro forma basis as required herein shall be 0.25 less than the then applicable Senior Funded Leverage Ratio requirement set forth in Section 5.11(b) and (iv) such other information with respect thereto as is reasonably requested by the Holders. For purposes of this Section 3.6(a6.10, the pro forma computations shall be with reference to the actual financial results of the Credit Party or such Subsidiary and the Person being acquired, with only such adjustments as may be approved in writing by the Holders; (d) in the event of an acquisition of Equity Interests of a Person, such Person shall limit become a Wholly-Owned Subsidiary of a Credit Party or restrict any obligations that Parent one of its Subsidiaries; (e) such Person whose Equity Interests or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has Property is being acquired shall have as of the right under this Agreement or any International Selling Agreement to be last day of the exclusive provider most recent fiscal quarter of such Product Person ending on or New Product to such International Parent Distributor. (b) If, at any time immediately prior to the seventh anniversary date of such acquisition actual (or pro forma to the extent approved in writing by the Holders) EBITDA and Net Income greater than $1, in each case for the 12 month period ending on such date; (f) the aggregate cash consideration payable at the closing of the date of this Agreementacquisition shall not exceed $7,500,00 for any single transaction and $12,500,000 in the aggregate in any fiscal year or such other amount approved in writing by the Holders; provided, however, that (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), foregoing limitation shall exclude cash consideration derived from the proceeds of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) sales of newly issued Equity Interests of the Acquisition Agreement, and, for Parent during the avoidance nine-month period prior to the closing of doubt, excluding realized gains) derived such acquisition to the extent the Parent notifies the Holders in writing of the use of such cash consideration from a Competitive Business (as defined sales of newly issued Equity Interests in the Acquisition Agreement) are more than a de minimis amount, such transaction or transactions and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) the written consent of the Acquisition Agreement, then Purchaser through Holders shall be required if the Purchaser Insurers aggregate cash consideration payable at the closing of such transaction is equal to or greater than $25,000,000; (g) the post-closing availability under the Senior Credit Facility is at least $4,000,000 on a pro forma basis; (h) the number of Permitted Acquisitions that the Credit Parties have completed in such fiscal year does not exceed three; and (i) the Parent shall have provided to the right during Holders the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following Permitted Acquisition Deliverables for such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is bound.

Acquisitions. The Borrower will not, and will not cause, permit, or suffer any of its Subsidiaries to, become a party to, contract for, or effect any purchase, exchange, or acquisition of Equity Securities or assets (any such transaction, an "Acquisition"), other than an Acquisition of assets that do not constitute all or a material part of a business, provided, however, the Borrower or any of its Subsidiaries may become a party to, contract for, or effect an Acquisition if each of the following conditions are satisfied: (a) Notwithstanding anything no Default or Event of Default, or breach by the Borrower of any of its covenants in this Agreement the Loan Documents, shall have occurred and be continuing at the time of such Acquisition; (b) no Default or Event of Default, or breach by the Borrower of any of its covenants in the Loan Documents, shall occur as a result of, or after giving effect to, such Acquisition; (c) such Acquisition relates solely to the contrary, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be (i) deemed to be Equity Securities in violation another Person engaged primarily in, or assets of this Agreement or any International Selling Agreement or another Person used primarily for, a diversified investment management business, (ii) obligated hereunder goods or under services that will be used in the business of the Borrower or any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would ariseof its Subsidiaries, or such action would be required to be taken(iii) additional Equity Securities issued by an Entity, solely as a result the Equity Securities of Parent which have previously been purchased by the Borrower or one of its Affiliates acquiring assets Subsidiaries under this Section 7.3; (d) if such Acquisition relates to Equity Securities of another Entity, after giving effect to such Acquisition, at least a majority of the Equity Securities, and at least a majority of the Voting Equity Securities, of such Entity are held directly by the Borrower or indirectly by the Borrower through one or more Restricted Subsidiaries (but not through any Subsidiary that is not a business Restricted Subsidiary); (e) any Entity that issued Equity Securities purchased in such Acquisition and any Entity through which the Borrower effected an Acquisition of any Person engaged in Equity Securities or assets, becomes, upon the distribution consummation of financial services products following the date Acquisition, a Consolidated Subsidiary subject to the terms and conditions of this Credit Agreement; and (f) except as permitted by Section 7.6, any Entity that issued Equity Securities purchased in such Acquisition and any Entity through which the Borrower effected an Acquisition of Equity Securities or assets is not upon consummation of such Acquisition (and the Borrower will not thereafter cause, permit, or suffer any such Entity to become) a general partner in any partnership, a party to a joint venture, or subject to any contingent obligations established by Contract that are not by their terms limited to a specific dollar amount; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis such Entity may be a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor. (b) If, at any time prior to the seventh anniversary of the date of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated general partner in a manner consistent with Section 6.17(a)(x) of partnership which is wholly owned by the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent Borrower or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundRestricted Subsidiaries.

Acquisitions. Any Borrower or a Wholly Owned Subsidiary of such Borrower may acquire any business or Property from, or capital stock of, or be a party to any acquisition of, any Person, so long as: (aA) Notwithstanding anything the aggregate Purchase Price of any individual such acquisition shall not exceed $750,000,000; (B) such acquisition (if by purchase of assets, merger or consolidation) shall be effected in this Agreement such manner so that the acquired business, and the related assets, are owned either by a Borrower or a Wholly Owned Subsidiary of a Borrower and, if effected by merger or consolidation involving a Borrower, such Borrower shall be the continuing or surviving entity and, if effected by merger or consolidation involving a Wholly Owned Subsidiary of a Borrower, such Wholly Owned Subsidiary shall be the continuing or surviving entity; (C) such acquisition (if by purchase of stock) shall be effected in such manner so that the acquired entity becomes a Wholly Owned Subsidiary of a Borrower; (D) with respect to any acquisition involving an aggregate Purchase Price in excess of $50,000,000, the Borrowers shall deliver to the contraryAdministrative Agent (which (1) no later than five Business Days after the execution and delivery thereof, but subject copies of the respective agreements or instruments pursuant to Section 3.6(bwhich such acquisition is to be consummated (including, without limitation, any related management, non-compete, employment, option or other material agreements), neither Parent nor any International Parent Distributor shall be (i) deemed schedules to such agreements or instruments and all other material ancillary documents to be executed or delivered in violation of this Agreement or connection therewith and (2) promptly following request therefor (but in any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Forceevent within three Business Days following such request), if copies of such violation would ariseother information or documents relating to each such acquisition as the Administrative Agent shall have requested; (E) with respect to any acquisition involving an aggregate Purchase Price in excess of $50,000,000, or such action would be required the Administrative Agent shall have received (and shall promptly forward a copy thereof to be taken, solely as each Lender which requests one) a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged letter (in the distribution case of financial services products following each legal opinion delivered to the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product Borrowers pursuant to such International Parent Distributor.acquisition) from each Person delivering such opinion (which shall in any event include an opinion of special FCC counsel) authorizing reliance thereon by the Administrative Agent and the Lenders; (bF) Ifwith respect to any acquisition involving an aggregate Purchase Price in excess of $50,000,000, at any time prior the Borrowers shall have delivered to the seventh anniversary Administrative Agent (which shall promptly provide a copy thereof to the Lenders) evidence satisfactory to the Administrative Agent and the Majority Lenders of the date receipt of this Agreementall licenses, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement)permits, of which the net revenues approvals and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributorconsents, if any, on a nonrequired with respect to such acquisition (including, without limitation, the consents of the respective municipal franchising authorities to the acquisition of the respective CATV Systems being acquired (if any)); (G) the entire amount of the consideration payable by the Borrowers and their Subsidiaries in connection with such acquisition (other than customary post-exclusive Level Playing Field basisclosing adjustments and indemnity obligations, of any life insurance or annuity product and other than Indebtedness incurred in connection with such acquisition that is distributed by such Target Affiliated Distributor permitted under paragraphs (c) or (f) of Section 8.07) shall be payable on a non-exclusive basis either immediately before or following the date of such acquisition; provided; (H) none of the Borrowers nor any of its Subsidiaries shall, that in connection with such right acquisition, assume or remain liable in respect of (x) any Indebtedness of the seller or sellers (except for Indebtedness permitted under Section 8.07(f)) or (y) other obligations of the seller or sellers (except for obligations incurred in the ordinary course of business in operating the CATV System so acquired and necessary or desirable to the continued operation of such CATV System); (I) to the extent the assets purchased in such acquisition shall be subject to any applicable contractual Liens not permitted hereunder, such Liens shall have been released (or arrangements for such release satisfactory to the Administrative Agent shall have been made); (J) to the extent applicable, the Borrowers shall have complied with the provisions of Section 8.16, including, without limitation, to the extent not theretofore delivered, delivery to the Administrative Agent of (x) the certificates representing the shares of stock or other restrictions ownership interests, accompanied by undated stock powers or other powers executed in blank, and (y) the agreements, instruments, opinions of counsel and other documents required under Section 8.16; (K) after giving effect to such acquisition the Borrowers shall be in compliance with Section 8.10 (the determination of such compliance to be calculated on a pro forma basis, as at the end of and for the fiscal quarter most recently ended prior to the date of such acquisition for which financial statements of the Borrowers and their Subsidiaries are available, under the assumption that such Target Affiliated Distributor is boundacquisition shall have occurred, and any Indebtedness in connection therewith shall have been incurred, at the beginning of the applicable period, and under the assumption that interest for such period had been equal to the actual weighted average interest rate in effect for the Loans hereunder on the date of such acquisition), and the Borrowers shall have delivered to the Administrative Agent a certificate of a Senior Officer showing such calculations in reasonable detail to demonstrate such compliance; (L) immediately prior to such acquisition and after giving effect thereto, no Default shall have occurred and be continuing; and (M) the Borrowers shall deliver such other documents and shall have taken such other action as the Majority Lenders or the Administrative Agent may reasonably request.

Acquisitions. (a) Notwithstanding anything in this Agreement to the contraryThe Borrower shall not, but subject to Section 3.6(b)and shall not permit any of its Subsidiaries to, neither Parent nor any International Parent Distributor shall be (i) deemed to be in violation of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for Acquisition without the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result prior written consent of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this AgreementMajority Lenders; provided, however, that nothing in this Section 3.6(a) if immediately prior to and after giving effect to the proposed Acquisition there shall limit not exist a Default or restrict any obligations that Parent Event of Default, then the Borrower or any International Parent Distributor has of its Subsidiaries may make Acquisitions without the consent of the Lenders so long as (i) such Acquisition shall not be opposed by the board of directors of the Person being acquired, (ii) the Lenders shall have received written notice at least 15 Business Days prior to distribute the date of such Acquisition, (iii) the Administrative Agent shall have received at least 15 Business Days prior to the date of such Acquisition a Compliance Certificate setting forth the covenant calculations both immediately prior to and after giving effect to the proposed Acquisition, (iv) the assets, property or business acquired shall be in the business described in Section 4.1(d) hereof and the Administrative Agent for the benefit of the Lenders shall have a first priority Lien in such assets, subject only to Permitted Liens, (v) if the Acquisition results in a Subsidiary, (A) such Subsidiary shall execute a Subsidiary Guaranty of the Obligations and Collateral Documents granting a first priority Lien in all its assets to secure the Obligations, (B) 100% of such Subsidiary's Capital Stock shall be pledged to secure the Obligations (unless such Subsidiary is domiciled outside of the United States, in which case 65% of its Capital Stock shall be pledged), and (C) the Lenders receive such documents, board resolutions, officer's certificates and opinions of counsel as the Administrative Agent shall reasonably request in connection with the actions described in clauses (A) and (B) above, and (vi) the aggregate amount of the Acquisition Consideration in connection with such Acquisitions does not exceed (A) at any time on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if before December 31, 1999, the lesser of (1) the Maximum Redeployment Amount, and (2) $5,000,000, (B) at any time during the period beginning January 1, 2000, and ending on December 31, 2000, the Maximum Redeployment Amount minus the amount of 1999 Proceeds used for Acquisitions permitted hereunder on or before December 31, 1999, provided that the Leverage Ratio at the time of any such Purchaser Insurer has Acquisition is less than 6.75 to 1.00, and (C) at any time thereafter, the right under this Agreement Maximum Redeployment Amount minus amounts required to be used to prepay Advances pursuant to the Restricted Account Agreement, provided that the Leverage Ratio at the time of such Acquisition is less than the maximum ratio applicable in accordance with the following table: PERIOD DURING WHICH ACQUISITION OCCURS MAXIMUM RATIO ======================================================== ========================= 01/01/01 through 12/31/01 6.00 to 1.00 -------------------------------------------------------- ------------------------- All times thereafter 5.25 to 1.00 ======================================================== ========================= In addition to Acquisitions permitted above, the Borrower or any International Selling Agreement to be of its Subsidiaries may make Acquisitions at any time on or after January 1, 2000, so long as (a) the exclusive provider of such Product or New Product to such International Parent Distributor. conditions set forth in Section 7.6(i) through (v), above, are satisfied, (b) If, at any time there shall not exist a Default or Event of Default immediately prior to and after giving effect to the seventh anniversary of proposed Acquisition, and (c) the date of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) aggregate amount of the Acquisition AgreementConsideration in connection with all such Acquisitions does not exceed an aggregate amount of $5,000,000 at any time, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent provided that such Dollar limitation may be waived or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) increased upon prior written consent of the Acquisition AgreementMajority Lenders. For purposes of this Section 7.6, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right term "Acquisitions" shall be subject deemed to any applicable contractual or include Investments by the Borrower and its Subsidiaries in assets (including, without limitation, Investments in inventory, accounts receivable, equipment and other restrictions by which such Target Affiliated Distributor is boundproperty) in connection with a new product line expansion reasonably related to the business described in Section 4.1(d) hereof.

Acquisitions. Make any Acquisitions, except so long as there exists no Default both before and after giving effect to each such Acquisition, make Permitted Acquisitions, so long as (a) Notwithstanding anything the Borrower shall be in this Agreement pro forma compliance with the financial covenants set forth in Section 7.13 both before and after giving effect to each such Permitted Acquisition, and each consummation of a Permitted Acquisition by the Borrower shall constitute a representation by the Borrower that it is in such pro forma compliance with the financial covenants set forth in Section 7.13; (b) except with respect to Acquisitions of an Unrestricted Subsidiary, the Borrower shall have given the Administrative Agent prior written notice regarding each Permitted Acquisition with a cash consideration of $50,000,000 or more; (c) except with respect to Acquisitions of an Unrestricted Subsidiary, with respect to each Permitted Acquisition with a cash consideration of $200,000,000 or more, the Borrower shall have delivered to the contrary, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be Administrative Agent: (i) deemed within five days prior to the consummation of such Acquisition (or such lesser time as agreed to by the Agents), calculations demonstrating on a pro forma basis the Borrower’s pro forma compliance with the financial covenants set forth in Section 7.13, all in such detail and in such form as is reasonably acceptable to the Agents; and (ii) within five days prior to the consummation of such Acquisition (or such lesser time as agreed to by the Agents), projections for the Borrower for a period of the lesser of five years and the maturity of the Loans hereunder after the closing of such Acquisition (giving effect to such Acquisition) and showing the source of financing for such Acquisition, all in such detail and in such form as is reasonably acceptable to the Agents; and (d) except with respect to Acquisitions of an Unrestricted Subsidiary, with respect to each Permitted Acquisition consummated under this Section 7.07, the Borrower shall have complied with each of the following: (i) except as permitted by Section 5.17, all FCC Licenses acquired in connection with each such Acquisition shall be transferred promptly upon consummation of such Acquisition to a License Subsidiary; (ii) with respect to Permitted Acquisitions with a cash consideration in violation excess of this Agreement $100,000,000, unless the Borrower reasonably expects that the Final Order will be granted notwithstanding the filing of such objection or filing described below, the FCC consent to the assignment of the FCC Licenses relating to the Stations being acquired pursuant to such Permitted Acquisition at such time (the “FCC Consent”) shall have become a Final Order unless (i) no filing shall have been made with the FCC that pertains to or becomes associated with any request for consent to the assignment of any of the FCC Licenses being acquired pursuant to such Permitted Acquisition, except for filings made by repeat nuisance filers (or their affiliates, agents or representatives) that have made a filing on multiple occasions against the Borrower or the Parent, or any International Selling Agreement Subsidiary of either of them, which such filing would not reasonably be expected to prevail (“Nuisance Filing”), or (ii) obligated if any such filing shall have been made other than a Nuisance Filing, the Borrower shall have delivered to the Administrative Agent and the Lenders an opinion of the Borrower’s FCC counsel in form and substance reasonably satisfactory to the Administrative Agent with respect to the effect of such filing; (iii) the Parent, the Borrower or the applicable Subsidiary shall have granted a prior and first Lien priority interest in, and pledged to the Administrative Agent on behalf of the Lenders, all of the Equity Interests of each such new Domestic Subsidiary acquired in connection with a Permitted Acquisition hereunder as additional collateral for the Obligations to be held by the Administrative Agent in accordance with the terms of the Parent/Borrower Pledge Agreement or under any International Selling Agreement the Subsidiary Pledge Agreement, and executed and delivered to take any action the Administrative Agent all such documentation for such pledge (including, a supplement to the Subsidiary Pledge Agreement, original stock certificates and duly executed stock powers, as applicable) as, in the reasonable opinion of the Administrative Agent, is required to perfect or protect such Lien and grant a prior and first Lien; and (iv) the Borrower shall have delivered to the Administrative Agent evidence reasonably satisfactory to the Administrative Agent to the effect that all material approvals, consents or authorizations required in connection with such Acquisition (including the formation of any License Subsidiary and the transfer of FCC Licenses to make a License Subsidiary) from any adjustment to commissions, economic inducements Licensing Authority or other benefits for Governmental Authority shall have been obtained, and such opinions as the Sales Force), if such violation would arise, or such action would be required to be taken, solely Administrative Agent may reasonably request as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor. (b) If, at any time prior to the seventh anniversary of Liens granted to the date of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, andAdministrative Agent, for the avoidance benefit of doubt, excluding realized gains) derived from a Competitive Business (as defined the Lenders in the Acquisition Agreement) are more than a de minimis amountEquity Interest, and (ii) Parent or its Affiliates are permitted to acquire such Target Business as required pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreementthis Section, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject as to any applicable contractual or required regulatory approvals for such Acquisition and as to such other restrictions by which such Target Affiliated Distributor is boundmatters as the Administrative Agent may reasonably request.

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for any Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, other than Acquisitions satisfying the conditions below (the "Permitted Acquisitions"). So long as no Default or Event of Default has occurred and is continuing, the Borrower or any Subsidiary of the Borrower may engage in any Acquisition with any Person whose line or lines of business include the distribution of medical, dental, veterinary, hospital, or health care technology, provided that: (a) Notwithstanding after giving effect to any such Acquisition, no Default or Event of Default shall exist at the time of any such Acquisition or at the time or as a result of the consummation of the transaction contemplated thereby; (b) the Borrower shall notify the Lenders of the consummation of any such Acquisition, with respect to which the aggregate cash amount paid or payable exceeds $25,000,000, within 15 Business Days of the consummation thereof, and provide the Lenders at such time with evidence reasonably satisfactory to the Lenders (which evidence shall include pro forma financial statements after giving effect to the proposed Permitted Acquisition) that after giving effect to such Acquisition, no Default or Event of Default shall have existed at the time of any such Acquisition or at the time or as a result of the consummation of the transactions contemplated thereby; (c) the aggregate cash amounts paid or payable with respect to any one Acquisition (whether structured as a single transaction or a series of related transactions) from and after the date hereof to and including the Maturity Date shall not exceed $50,000,000 at the time of consummation of any such transaction without the prior written consent of the Majority Lenders; (d) if, upon the closing of the transactions contemplated by an Acquisition, any such acquiring or acquired Person is or becomes a Significant Subsidiary, simultaneously with a consummation of such transaction such Significant Subsidiary shall become a Guarantor pursuant to the provisions of subsection 6.13; and (e) notwithstanding anything in this Agreement contained herein to the contrary, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor no hostile takeover shall be attempted or consummated (ii.e., an Acquisition that has not been either (1) deemed to be in violation approved by the board of this Agreement or any International Selling Agreement directors of the corporation which is the subject of such Acquisition or (ii2) obligated hereunder or under any International Selling Agreement recommended for approval by such board to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider shareholders of such Product or New Product to such International Parent Distributor. (b) If, at any time prior to corporation and subsequently approved by the seventh anniversary of the date of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder shareholders of such sevencorporation as required under applicable law or by the by-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, laws and the certificate or incorporation of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is boundcorporation).

Acquisitions. Any Borrower or a Wholly Owned Subsidiary of such Borrower may acquire any business or Property from, or capital stock of, or be a party to any acquisition of, any Person, so long as: (aA) Notwithstanding anything the aggregate Purchase Price of any individual such acquisition shall not exceed $500,000,000; (B) such acquisition (if by purchase of assets, merger or consolidation) shall be effected in this Agreement such manner so that the acquired business, and the related assets, are owned either by a Borrower or a Wholly Owned Subsidiary of a Borrower and, if effected by merger or consolidation involving a Borrower, such Borrower shall be the continuing or surviving entity and, if effected by merger or consolidation involving a Wholly Owned Subsidiary of a Borrower, such Wholly Owned Subsidiary shall be the continuing or surviving entity; (C) such acquisition (if by purchase of stock) shall be effected in such manner so that the acquired entity becomes a Wholly Owned Subsidiary of a Borrower; (D) with respect to any acquisition involving an aggregate Purchase Price in excess of $50,000,000, the Borrowers shall deliver to the contraryAdministrative Agent (which shall promptly notify the Lenders of such acquisition and forward a copy to each Lender which requests one) (1) no later than five Business Days after the execution and delivery thereof, but subject copies of the respective agreements or instruments pursuant to Section 3.6(bwhich such acquisition is to be consummated (including, without limitation, any related management, non-compete, employment, option or other material agreements), neither Parent nor any International Parent Distributor shall be (i) deemed schedules to such agreements or instruments and all other material ancillary documents to be executed or delivered in violation of this Agreement or connection therewith and (2) promptly following request therefor (but in any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Forceevent within three Business Days following such request), if copies of such violation would ariseother information or documents relating to each such acquisition as the Administrative Agent shall have requested; (E) with respect to any acquisition involving an aggregate Purchase Price in excess of $50,000,000, or such action would be required the Administrative Agent shall have received (and shall promptly forward a copy thereof to be taken, solely as each Lender which requests one) a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged letter (in the distribution case of financial services products following each legal opinion delivered to the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product Borrowers pursuant to such International Parent Distributor.acquisition) from each Person delivering such opinion (which shall in any event include an opinion of special FCC counsel) authorizing reliance thereon by the Administrative Agent and the Lenders; (bF) Ifwith respect to any acquisition involving an aggregate Purchase Price in excess of $50,000,000, at any time prior the Borrowers shall have delivered to the seventh anniversary Administrative Agent and the Lenders evidence satisfactory to the Administrative Agent and the Majority Lenders of the date receipt of this Agreementall licenses, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement)permits, of which the net revenues approvals and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributorconsents, if any, on a nonrequired with respect to such acquisition (including, without limitation, the consents of the respective municipal franchising authorities to the acquisition of the respective CATV Systems being acquired (if any)); (G) the entire amount of the consideration payable by the Borrowers and their Subsidiaries in connection with such acquisition (other than customary post-exclusive Level Playing Field basisclosing adjustments and indemnity obligations, of any life insurance or annuity product and other than Indebtedness incurred in connection with such acquisition that is distributed by such Target Affiliated Distributor permitted under paragraphs (c) or (f) of Section 8.07 hereof) shall be payable on a non-exclusive basis either immediately before or following the date of such acquisition; provided; (H) none of the Borrowers nor any of its Subsidiaries shall, that in connection with such right acquisition, assume or remain liable in respect of (x) any Indebtedness of the seller or sellers (except for Indebtedness permitted under Section 8.07(f) hereof) or (y) other obligations of the seller or sellers (except for obligations incurred in the ordinary course of business in operating the CATV System so acquired and necessary or desirable to the continued operation of such CATV System); (I) to the extent the assets purchased in such acquisition shall be subject to any applicable contractual Liens not permitted hereunder, such Liens shall have been released (or arrangements for such release satisfactory to the Administrative Agent shall have been made); (J) to the extent applicable, the Borrowers shall have complied with the provisions of Section 8.17 hereof, including, without limitation, to the extent not theretofore delivered, delivery to the Administrative Agent of (x) the certificates representing the shares of stock or other restrictions ownership interests, accompanied by undated stock powers or other powers executed in blank, and (y) the agreements, instruments, opinions of counsel and other documents required under Section 8.17 hereof; (K) after giving effect to such acquisition the Borrowers shall be in compliance with Section 8.10 hereof (the determination of such compliance to be calculated on a pro forma basis, as at the end of and for the fiscal quarter most recently ended prior to the date of such acquisition for which financial statements of the Borrowers and their Subsidiaries are available, under the assumption that such Target Affiliated Distributor is boundacquisition shall have occurred, and any Indebtedness in connection therewith shall have been incurred, at the beginning of the applicable period, and under the assumption that interest for such period had been equal to the actual weighted average interest rate in effect for the Loans hereunder on the date of such acquisition), and the Borrowers shall have delivered to the Administrative Agent a certificate of a Senior Officer showing such calculations in reasonable detail to demonstrate such compliance; (L) immediately prior to such acquisition and after giving effect thereto, no Default shall have occurred and be continuing; and (M) the Borrowers shall deliver such other documents and shall have taken such other action as the Majority Lenders or the Administrative Agent may reasonably request.

Acquisitions. No Company shall effect an Acquisition; provided that a Company may effect any Acquisition so long as: (a) Notwithstanding anything in this Agreement to the contrarycase of an Acquisition that involves a merger, but subject to Section 3.6(b)amalgamation or other combination including a Borrower, neither Parent nor any International Parent Distributor such Borrower shall be (i) deemed to be in violation of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor.surviving entity; (b) Ifin the case of an Acquisition that involves a merger, at any time amalgamation or other combination including a Credit Party (other than a Borrower), a Credit Party shall be the surviving entity; (c) the business to be acquired shall be similar or related to the lines of business of the Companies; (d) no Default or Event of Default shall exist prior to or, after giving pro forma effect to such Acquisition, thereafter shall begin to exist; (e) such Acquisition is not actively opposed by the seventh anniversary board of directors (or similar governing body) of the date of this Agreement, selling Persons or the Persons whose equity interests are to be acquired; (f) the Borrowers shall have provided to the Administrative Agent and the Lenders (i) Parent acquires a Target Business at least ten (10) days prior to such Acquisition (or such shorter time as defined may be agreed to by the Administrative Agent in the Acquisition Agreementits reasonable discretion), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(xA) historical financial statements of the target entity and a pro forma financial statement of the Companies accompanied by a certificate of a Financial Officer showing pro forma compliance with the financial covenants set forth in Section 5.7 hereof), both before and after giving effect to the proposed Acquisition Agreementand (B) a copy of the quality of earnings report with respect to the target, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined if one was prepared in the Acquisition Agreement) are more than a de minimis amountconnection with such Acquisition, and (ii) Parent or its Affiliates are permitted such other information regarding the Acquisition as the Administrative Agent and the Lenders may reasonably request; (g) the Liquidity Amount shall be no less than Seven Million Five Hundred Thousand Dollars ($7,500,000) both prior to acquire and after giving pro forma effect to such Target Business Acquisition; (h) the Leverage Ratio, both prior to and after giving pro forma effect to such Acquisition, is less than one quarter (0.25) turn below the Leverage Ratio requirement then in effect pursuant to Sections 6.17(a)(xSection 5.7(a) hereof; and (i) on or 6.17(a)(xiprior to the closing date for such Acquisition, the Borrowers shall have delivered to the Administrative Agent an officer’s certificate of the Borrowers, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in subparts (a) through (h) above have been satisfied or will be satisfied on or prior to the consummation of such Acquisition, along with executed copies of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is bounddocuments.

Acquisitions. The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, make any Acquisition without the consent of the Majority Lenders, other than an Acquisition that satisfies the following conditions (a “Permitted Acquisition”): (a) Notwithstanding anything the Property acquired (or the Property of the Person acquired) in this Agreement to the contrary, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be (i) deemed to be in violation of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or Acquisition is a business of any Person engaged or is used or useful in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this a business permitted under Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor.6.11; (b) If, at any time prior to in the seventh anniversary case of the date an Acquisition of this AgreementEquity Interests, (i) Parent acquires a Target Business the board of directors (as defined in or other comparable governing body) of such other Person shall have approved the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) Person shall be organized and existing under the laws of any state of the Acquisition Agreement, then Purchaser through United States or the Purchaser Insurers shall have the right during the remainder District of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, Columbia; (c) any earn outs or other similar deferred or contingent obligations of any life insurance Borrower in connection with such Acquisition, to the extent payable in cash or annuity product that is distributed by such Target Affiliated Distributor on Property (other than stock of the Borrower) shall be subordinated to the Obligations in a non-exclusive basis either manner and to an extent reasonably satisfactory to the Administrative Agent; (i) no Default or Event of Default shall exist and be continuing immediately before or following such acquisition; provided, immediately after giving effect thereto and (ii) the representations and warranties made by the Borrower in each Credit Document shall be true and correct in all material respects (except that such right materiality qualifier shall not be subject applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), unless such representation or warranty relates to an earlier date which remains true and correct in all material respects as of such earlier date (except that such materiality qualifier shall not be applicable contractual to any representations and warranties that already are qualified or other restrictions modified by materiality in the text thereof); and (e) for Acquisitions in which the Borrower or its Restricted Subsidiaries are paying cash consideration of $35,000,000 or more, (i) immediately after giving effect to such Target Affiliated Distributor is boundAcquisition, the available and unencumbered cash of the Borrower and its Restricted Subsidiaries plus Availability shall not be less than $25,000,000 in the aggregate and (ii) after giving effect thereto on a pro forma basis, the Maximum Total Debt Leverage Ratio shall not exceed, (x) if such Acquisition occurs on or before September 30, 2012, 4.25:1.0, (y) if such Acquisition occurs after September 30, 2012 but on or before December 31, 2012, 3.75:1.00 and (z) if such Acquisition occurs after December 31, 2012, 3.25:1.00 and the Maximum Senior Secured Debt Leverage Ratio shall not exceed 2.25:1.00.

Acquisitions. Any Borrower or a Wholly Owned Subsidiary of such Borrower may acquire any business or Property from, or capital stock of, or be a party to any acquisition of, any Person, so long as: (aA) Notwithstanding anything the aggregate Purchase Price of any individual such acquisition shall not exceed $750,000,000; (B) such acquisition (if by purchase of assets, merger or consolidation) shall be effected in this Agreement such manner so that the acquired business, and the related assets, are owned either by a Borrower or a Wholly Owned Subsidiary of a Borrower and, if effected by merger or consolidation involving a Borrower, such Borrower shall be the continuing or surviving entity and, if effected by merger or consolidation involving a Wholly Owned Subsidiary of a Borrower, such Wholly Owned Subsidiary shall be the continuing or surviving entity; (C) such acquisition (if by purchase of stock) shall be effected in such manner so that the acquired entity becomes a Wholly Owned Subsidiary of a Borrower; (D) with respect to any acquisition involving an aggregate Purchase Price in excess of $50,000,000, the Borrowers shall deliver to the contraryAdministrative Agent (which shall promptly notify the Lenders of such acquisition and forward a copy to each Lender which requests one) (1) no later than five Business Days after the execution and delivery thereof, but subject copies of the respective agreements or instruments pursuant to Section 3.6(bwhich such acquisition is to be consummated (including, without limitation, any related management, non-compete, employment, option or other material agreements), neither Parent nor any International Parent Distributor shall be (i) deemed schedules to such agreements or instruments and all other material ancillary documents to be executed or delivered in violation of this Agreement or connection therewith and (2) promptly following request therefor (but in any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Forceevent within three Business Days following such request), if copies of such violation would ariseother information or documents relating to each such acquisition as the Administrative Agent shall have requested; (E) with respect to any acquisition involving an aggregate Purchase Price in excess of $50,000,000, or such action would be required the Administrative Agent shall have received (and shall promptly forward a copy thereof to be taken, solely as each Lender which requests one) a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged letter (in the distribution case of financial services products following each legal opinion delivered to the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product Borrowers pursuant to such International Parent Distributor.acquisition) from each Person delivering such opinion (which shall in any event include an opinion of special FCC counsel) authorizing reliance thereon by the Administrative Agent and the Lenders; (bF) Ifwith respect to any acquisition involving an aggregate Purchase Price in excess of $50,000,000, at any time prior the Borrowers shall have delivered to the seventh anniversary Administrative Agent (which shall promptly provide a copy thereof to the Lenders) evidence satisfactory to the Administrative Agent and the Majority Lenders of the date receipt of this Agreementall licenses, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement)permits, of which the net revenues approvals and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributorconsents, if any, on a nonrequired with respect to such acquisition (including, without limitation, the consents of the respective municipal franchising authorities to the acquisition of the respective CATV Systems being acquired (if any)); Table of Contents (G) the entire amount of the consideration payable by the Borrowers and their Subsidiaries in connection with such acquisition (other than customary post-exclusive Level Playing Field basisclosing adjustments and indemnity obligations, of any life insurance or annuity product and other than Indebtedness incurred in connection with such acquisition that is distributed by such Target Affiliated Distributor permitted under paragraphs (c) or (f) of Section 8.07) shall be payable on a non-exclusive basis either immediately before or following the date of such acquisition; provided; (H) none of the Borrowers nor any of its Subsidiaries shall, that in connection with such right acquisition, assume or remain liable in respect of (x) any Indebtedness of the seller or sellers (except for Indebtedness permitted under Section 8.07(f)) or (y) other obligations of the seller or sellers (except for obligations incurred in the ordinary course of business in operating the CATV System so acquired and necessary or desirable to the continued operation of such CATV System); (I) to the extent the assets purchased in such acquisition shall be subject to any applicable contractual Liens not permitted hereunder, such Liens shall have been released (or arrangements for such release satisfactory to the Administrative Agent shall have been made); (J) to the extent applicable, the Borrowers shall have complied with the provisions of Section 8.16, including, without limitation, to the extent not theretofore delivered, delivery to the Administrative Agent of (x) the certificates representing the shares of stock or other restrictions ownership interests, accompanied by undated stock powers or other powers executed in blank, and (y) the agreements, instruments, opinions of counsel and other documents required under Section 8.16; (K) after giving effect to such acquisition the Borrowers shall be in compliance with Section 8.10 (the determination of such compliance to be calculated on a pro forma basis, as at the end of and for the fiscal quarter most recently ended prior to the date of such acquisition for which financial statements of the Borrowers and their Subsidiaries are available, under the assumption that such Target Affiliated Distributor is boundacquisition shall have occurred, and any Indebtedness in connection therewith shall have been incurred, at the beginning of the applicable period, and under the assumption that interest for such period had been equal to the actual weighted average interest rate in effect for the Loans hereunder on the date of such acquisition), and the Borrowers shall have delivered to the Administrative Agent a certificate of a Senior Officer showing such calculations in reasonable detail to demonstrate such compliance; (L) immediately prior to such acquisition and after giving effect thereto, no Default shall have occurred and be continuing; and (M) the Borrowers shall deliver such other documents and shall have taken such other action as the Majority Lenders or the Administrative Agent may reasonably request.