Common use of Investments; Indebtedness Clause in Contracts

Investments; Indebtedness. Except as set forth on Section 5.1(g) of the Company Disclosure Letter, the Company shall not, and shall not permit any of its Subsidiaries to, or otherwise agree to, (i) make any loans, advances or capital contributions to, or investments in, any other Person, other than (A) in the ordinary course of business consistent with past practice not to exceed One Million Dollars ($1,000,000) in the aggregate, or (B) loans or investments by the Company or a wholly owned Subsidiary of the Company to or in any wholly owned Subsidiary of the Company, (ii) incur, assume or modify any indebtedness for borrowed money or issue any debt securities, except to the extent the taking of any actions prohibited by Section 5.1(f)(ii) and this Section 5.1(g) does not create outstanding obligations (including contingent or future payments or commitments) in excess of Five Million Dollars ($5,000,000) in the aggregate, unless such excess is consented to in writing by Parent (such consent not to be unreasonably withheld, delayed or conditioned), (iii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the debt securities, indebtedness or other obligations of another Person (other than a guaranty by the Company or one of its Subsidiaries on behalf of the Company or one of its Subsidiaries), (iv) issue or sell any debt securities or warrants or other rights to acquire any debt securities of the Company or any of its Subsidiaries, (v) enter into any “keep well” or other agreement to maintain any financial statement condition of another Person other than any of the wholly owned Subsidiaries of the Company or (vi) enter into any arrangement having the economic effect of any of the foregoing;

Investments; Indebtedness. Except as set forth on Section 5.1(g) of the Company Disclosure Letter, the The Company shall not, and shall not permit any of its Subsidiaries to, or otherwise agree to, (i) make make, any loans, advances or capital contributions to, or investments in, any other Person, other than (A) in the ordinary course of business consistent with past practice not up to exceed One Million Dollars ($1,000,000) 25 million in the aggregate, aggregate or (B) loans or investments by the Company or a wholly owned Subsidiary of the Company to or in any wholly owned Subsidiary of the Company, (ii) incur, assume or modify any indebtedness for borrowed money or issue any debt securitiesmoney, except other than borrowings to fund operations of the extent the taking of any actions prohibited by Section 5.1(f)(ii) Company, its Subsidiaries and this Section 5.1(g) does not create outstanding obligations (including contingent or future payments or commitments) in excess of Five Million Dollars ($5,000,000) Company Joint Ventures in the aggregate, unless such excess is consented to in writing ordinary course of business as permitted by Parent (such consent not to be unreasonably withheld, delayed or conditioned)the Company Credit Agreement, (iii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the debt securitiesDebt Securities, material indebtedness or other obligations of another Person (other than a guaranty by the Company or one of its Subsidiaries on behalf of the Company or one of its Subsidiaries), (iv) issue or sell any debt securities Debt Securities or warrants or other rights to acquire any debt securities Debt Securities of the Company or any of its Subsidiaries, (v) enter into any “keep well” or other agreement to maintain any financial statement condition of another Person other than any of or the wholly owned Subsidiaries of the Company or (vivii) enter into any arrangement having the economic effect of any of the foregoing;; provided that, subject to the requirements set forth in Sections 6.1 (f) - (h), the restriction in clauses (i) through (iii) of this Section 6.1(i) shall not prohibit or restrict the ability of the Company or any of its Subsidiaries from entering into any Contract with writers, directors, producers, performers, actors, artists, musicians, animators, voice talent, cinematographers, camera persons, financiers, exhibitors, distributors and other parties relating to the development, preparation, production or Exploitation of Films in the ordinary course of business.

Investments; Indebtedness. Except as set forth on Section 5.1(gto the extent permitted under Sections 6.01(c), (e), (g), (h), (i) and Sections 6.04 (d), (e) and (h) of the Company Disclosure LetterExisting Credit Agreement, the Company shall not, and shall not permit any of cause its Subsidiaries to, or otherwise agree not to, (i) make any loans, advances (other than business expenses incurred in the ordinary course of business) or capital contributions to, or investments in, any other Person, other than (A) in the ordinary course of business consistent with past practice not to exceed One Million Dollars ($1,000,000) in the aggregate, or (B) loans or investments by the Company or a wholly owned Subsidiary of the Company to or in any wholly owned Subsidiary of the CompanyCompany or any Franchisee in the ordinary course of business, (ii) incur, assume incur or modify any indebtedness for borrowed money or issue any debt securities, except to (excluding Revolving Loans (as the extent the taking of any actions prohibited by Section 5.1(f)(ii) and this Section 5.1(g) does not create outstanding obligations (including contingent or future payments or commitments) in excess of Five Million Dollars ($5,000,000) term is defined in the aggregate, unless such excess is consented to Existing Credit Agreement) incurred under the Existing Credit Agreement in writing by Parent (such consent not to be unreasonably withheld, delayed or conditioned)a manner and magnitude consistent with past practice) other than business expenses incurred in the ordinary course of business, (iii) incur or assume any other material indebtedness other than business expenses incurred in the ordinary course of business, (iv) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the debt securitiesDebt Securities, indebtedness or other obligations of another Person (other than a guaranty by the Company or on behalf of one of its wholly owned Subsidiaries on behalf or a guaranty by one wholly owned Subsidiary of the Company or one of its Subsidiaries)another wholly owned Subsidiary of the Company) other than business expenses incurred in the ordinary course of business, (ivv) issue or sell any debt securities Debt Securities or warrants or other rights to acquire any debt securities Debt Securities of the Company or any of its Subsidiaries, (vvi) enter into any “keep well” or other agreement to maintain any financial statement condition of another Person other than any of the wholly owned Subsidiaries of the Company or (vivii) enter into any arrangement having the economic effect of any of the foregoing;.

Investments; Indebtedness. Except as set forth on Section 5.1(g) of the Company Disclosure Letter, the Company KPP shall not, and shall not permit any of its Subsidiaries to, or otherwise agree to, (i) make any loans, advances or capital contributions to, or investments in, any other Person, other than (Ax) loans or investments by KPP or any of its wholly owned Subsidiaries to any of their wholly owned Subsidiaries or parent wholly owning such entity, (y) in the ordinary course of business consistent with past practice not to exceed One Million Dollars ($1,000,000) which are not, individually or in the aggregate, material to KPP and its Subsidiaries taken as a whole (provided that none of such transactions referred to in this clause (y) presents a material risk of making it more difficult to obtain any approval or (Bauthorization required in connection with the KPP Merger under Regulatory Law) loans or investments by the Company or a wholly owned Subsidiary of the Company to or in any wholly owned Subsidiary of the Company, (ii) incurexcept for additional borrowing under existing loan agreements, assume or modify incur any indebtedness for borrowed money or issue guarantee or assume any debt securities, except to the extent the taking of any actions prohibited by Section 5.1(f)(ii) and this Section 5.1(g) does not create outstanding obligations (including contingent or future payments or commitments) in excess of Five Million Dollars ($5,000,000) in the aggregate, unless such excess is consented to in writing by Parent (such consent not to be unreasonably withheld, delayed or conditioned), (iii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the debt securities, indebtedness or other obligations of another Person (other than a guaranty by the Company or one of its Subsidiaries on behalf of the Company or one of its Subsidiaries)Person, (iv) issue or sell any debt securities or warrants or other rights to acquire any debt securities of the Company KPP or any of its Subsidiaries, (v) guarantee any debt securities of any of another person, enter into any “keep well” or other agreement to maintain any financial statement condition of another Person (other than any of the wholly owned Subsidiaries of the Company Subsidiary) or (vi) enter into any arrangement having the economic effect of any of the foregoing;. Notwithstanding any other provision of this Agreement, KPP and its Subsidiaries shall be entitled to transfer funds and make payments to KSL and its Subsidiaries (i) to reimburse KSL and its Subsidiaries for obligations (which otherwise were incurred in compliance with the KSL Merger Agreement) of KPP or its Subsidiaries incurred by KSL or its Subsidiaries or (ii) in the ordinary course of business consistent with past practice.