Common use of Advances and Other Investments Clause in Contracts

Advances and Other Investments. Not, and not permit any Subsidiary to, make, incur, assume or suffer to exist any Investment in any other Person, except (without duplication) the following: (a) equity Investments existing at the Effective Time in Subsidiaries identified in Schedule 9.8; (b) equity Investments in Subsidiaries (or entities which are to become Subsidiaries) in connection with transactions permitted by Section 10.10(a), (b) or (c); (c) contributions by the Parent to the capital of the Company and, in the ordinary course of business, contributions by the Company to any of its Subsidiaries or by any such Subsidiary to the capital of any of its Subsidiaries; (d) Investments by the Parent in the Company or any Subsidiary of the Company, by the Company in any of its Subsidiaries or by any Subsidiary in the Company or any other Subsidiary of the Company, by way of intercompany loans, advances or guaranties of the obligations of such other Persons; provided that the Parent will not make any loans or advances to any Subsidiary other than the Company; (e) Suretyship Liabilities permitted by Section 10.7; (f) good faith deposits and the like made in connection with prospective Acquisitions permitted by Section 10.10; (g) Cash Equivalent Investments; (h) bank deposits in the ordinary course of business and consistent with past practice; provided that the aggregate amount of all such deposits (excluding (x) amounts in payroll accounts, disbursement accounts or for accounts payable, in each case to the extent that checks have been issued to third parties and (y) amounts maintained (in the ordinary course of business consistent with past practice) in accounts of any Person which is acquired by the Parent or a Subsidiary in accordance with the terms hereof during the 45 days following the date of such Acquisition) which are maintained by the Parent and its domestic Subsidiaries with any bank that is not a Lender shall not at any time exceed $1,000,000 in the aggregate; (i) Investments received in connection with the creation and collection of receivables in the ordinary course of business; (j) Investments set forth on Schedule 10.19; (k) Permitted Acquisitions; (l) Investments in mutual funds not otherwise permitted by clauses (a) through (k) above in an aggregate amount not to exceed $2,000,000 at any time outstanding; (m) loans to the Parent to the extent the corresponding Debt of the Parent is permitted by Section 10.7(i); and (n) other Investments so long as both before, and on a pro forma basis after giving effect thereto, the Leverage Ratio is no greater than 3.0 to 1.0 based on the most recently available quarterly financial statements of the Parent; provided that if an Event of Default shall have occurred and be continuing, none of the Parent, the Company or any Guarantor shall make any Investment (i) in any Subsidiary that is not a Guarantor or (ii) that would be permitted solely by clause (e) or (f) above (without consideration of clause (n) above).

Advances and Other Investments. Not, and not permit any Subsidiary to, make, incur, assume or suffer to exist any Investment in any other Person, except (without duplication) the following: : (a) equity Investments existing at on the Effective Time Date in Subsidiaries identified in Schedule 9.8; ; (b) equity Investments in Subsidiaries (or entities which are to become Subsidiaries) in connection with transactions permitted by Section 10.10(a), (b) or b)or (cd); ; (c) in the ordinary course of business, contributions by the Parent to the capital of the Company andCompany, in the ordinary course of business, contributions by the Company to any of its Subsidiaries or by any such Subsidiary to the capital of any of its Subsidiaries; ; (d) in the ordinary course of business, Investments by the Parent in the Company or any Subsidiary of the Company, by the Company in any of its Subsidiaries or by any Subsidiary in the Company or any other Subsidiary of the Company, by way of intercompany loans, advances or guaranties of guaranties, all to the obligations of such other Personsextent permitted by Section 10.7; provided that the Parent will not make any loans or advances to any Subsidiary other than the Company; (1) (e) Suretyship Liabilities permitted by Section 10.7; ; (f) good faith deposits and the like made in connection with prospective Acquisitions permitted by Section 10.10; ; (g) Cash Equivalent Investments; ; (h) the Xxxxxxxx Acquisition; (i) bank deposits in the ordinary course of business and consistent with past practice; provided that the aggregate amount of all such deposits (excluding (x) amounts in payroll accounts, disbursement accounts or for accounts payable, in each case to the extent that checks have been issued to third parties parties, and (y) amounts maintained (in the ordinary course of business consistent with past practice) in accounts of any Person which is acquired by the Parent or a Subsidiary in accordance with the terms hereof during the 45 days (or, in the case of the Xxxxxxxx Acquisition, 60 days) following the date of such Acquisition) which are maintained by the Parent and its domestic Subsidiaries with any bank that is not a Lender shall not at any time exceed $1,000,000 500,000 in the aggregate; ; (ij) Investments received in connection with the creation and collection of receivables in the ordinary course of business; ; (jk) Investments set forth on Schedule 10.19; (k) Permitted Acquisitions; (l) Investments in mutual funds not otherwise permitted by clauses (a) through (k) above in an aggregate amount not to exceed $2,000,000 at any time outstanding; (m) loans to the Parent to the extent the corresponding Debt of the Parent is permitted by Section 10.7(i); and (n) other Investments so long as both before, and on a pro forma basis after giving effect thereto, the Leverage Ratio is no greater than 3.0 to 1.0 based on the most recently available quarterly financial statements of the Parent; provided that if an Event of Default shall have occurred and be continuing, none of the Parent, the Company or any Guarantor shall make any Investment (i) in any Subsidiary that is not a Guarantor or (ii) that would be permitted solely by clause (e) or (f) above (without consideration of clause (n) above).56

Advances and Other Investments. Not, and not permit any Subsidiary to, make, incur, assume or suffer to exist any Investment in any other Person, except (without duplication) the following: (a) equity Investments existing at the Effective Time in Subsidiaries identified in Schedule 9.8; (b) equity Investments in Subsidiaries (or entities which are to become Subsidiaries) in connection with transactions permitted by Section 10.10(a), (b) or (c); (c) contributions by the Parent to the capital of the Company and, in the ordinary course of business, contributions by the Company to any of its Subsidiaries or by any such Subsidiary to the capital of any of its Subsidiaries; (d) Investments by the Parent in the Company or any Subsidiary of the Company, by the Company in any of its Subsidiaries or by any Subsidiary in the Company or any other Subsidiary of the Company, by way of intercompany loans, advances or guaranties of the obligations of such other Persons; provided that the Parent will not make any loans or advances to any Subsidiary other than the Company; (e) Suretyship Liabilities permitted by Section 10.710.7 (excluding Section 10.7(k)); (f) good faith deposits and the like made in connection with prospective Acquisitions permitted by Section 10.10; (g) Cash Equivalent Investments; (h) bank deposits in the ordinary course of business and consistent with past practicebusiness; provided that the aggregate amount of all such deposits (excluding (x) amounts in payroll accounts, disbursement accounts or for accounts payable, in each case to the extent that checks have been issued to third parties and (y) amounts maintained (in the ordinary course of business consistent with past practice) in accounts of any Person which is acquired by the Parent or a Subsidiary in accordance with the terms hereof during the 45 days following the date of such Acquisition) which are maintained by the Parent and its domestic Domestic Subsidiaries with any bank that is not a Lender shall not at any time exceed $1,000,000 10,000,000 in the aggregate; (i) Investments received in connection with the creation and collection of receivables in the ordinary course of business; (j) Investments set forth on Schedule 10.1910.18; (k) Permitted Acquisitions; (l) Investments in mutual funds not otherwise permitted by clauses (a) through (k) above in an aggregate amount not to exceed $2,000,000 at any time outstanding; (m) loans to the Parent to the extent the corresponding Debt of the Parent is permitted by Section 10.7(i); (n) Investments of a Person at the time such Person becomes a Subsidiary; (o) Investments in any Subsidiary or any joint venture in connection with intercompany cash management arrangements, pooling agreements or related activities arising in the ordinary course of business consistent with past practice; and (np) other Investments so long as both immediately before, and on a pro forma basis immediately after giving effect thereto, the Leverage Ratio is no greater than 3.0 3.5 to 1.0 based on the most recently available quarterly financial statements of the Parent; provided that if an Event of Default shall have occurred and be continuing, none of the Parent, the Company or any Guarantor shall make any Investment (i) in any Subsidiary that is not a Guarantor or (ii) that would be permitted solely by clause (e) or (f) above (without consideration of clause (np) above).

Advances and Other Investments. Not, and not permit any Subsidiary to, make, incur, assume or suffer to exist any Investment in any other Person, except (without duplication) the following: : (a) equity Investments existing at the Effective Time in Subsidiaries identified in Schedule 9.8; ; (b) equity Investments in Subsidiaries (or entities which are to become Subsidiaries) in connection with transactions permitted by Section 10.10(a), (b) or (c); ; (c) in the ordinary course of business, contributions by the Parent to the capital of the Company andCompany, in the ordinary course of business, contributions by the Company to any of its Subsidiaries or by any such Subsidiary to the capital of any of its Subsidiaries; ; (d) in the ordinary course of business, Investments by the Parent in the Company or any Subsidiary of the Company, by the Company in any of its Subsidiaries or by any Subsidiary in the Company or any other Subsidiary of the Company, by way of intercompany loans, advances or guaranties of the obligations of such other Personsguaranties; provided that the Parent will not make any loans or advances to any Subsidiary other than the Company; (e) Suretyship Liabilities permitted by Section 10.7; ; (f) good faith deposits and the like made in connection with prospective Acquisitions permitted by Section 10.10; ; (g) Cash Equivalent Investments; ; (h) bank deposits in the ordinary course of business and consistent with past practice; provided that the aggregate amount of all such deposits (excluding (x) amounts in payroll accounts, disbursement accounts or for accounts payable, in each case to the extent that checks have been issued to third parties and parties, (y) amounts maintained (in the ordinary course of business consistent with past practice) in accounts of any Person which is acquired by the Parent or a Subsidiary in accordance with the terms hereof during the 45 days following the date of such Acquisition) which are maintained by the Parent and its domestic Subsidiaries with any bank that is not a Lender shall not at any time exceed $1,000,000 500,000 in the aggregate;aggregate and (z) for a period of 90 days after the Effective Date, accounts currently located in Canada; 54 (i) Investments received in connection with the creation and collection of receivables in the ordinary course of business; ; (j) Investments set forth on Schedule 10.19; ; (k) Permitted Acquisitions; loans to officers and directors of the Parent or any Subsidiary, so long as the aggregate principal amount of such loans made after the Effective Time does not exceed $400,000; and (l) other Investments in mutual funds not otherwise permitted by clauses (a) through (k) above in an aggregate amount (valued at cost) not to exceed exceeding $2,000,000 100,000 at any time outstanding; (m) loans to the Parent to the extent the corresponding Debt of the Parent is ; provided that no Investment otherwise permitted by Section 10.7(iclause (b); and , (ne), (f) other Investments so long as both beforeor (k) shall be permitted to be made if, and on a pro forma basis immediately before or after giving effect thereto, the Leverage Ratio is no greater than 3.0 to 1.0 based on the most recently available quarterly financial statements any Event of the Parent; provided that if an Default or Unmatured Event of Default shall have occurred and be continuing, none of the Parent, the Company or any Guarantor shall make any Investment (i) in any Subsidiary that is not a Guarantor or (ii) that would be permitted solely by clause (e) or (f) above (without consideration of clause (n) above).

Advances and Other Investments. NotNo Obligor shall, and not nor shall any ------------------------------ Obligor cause or permit any Subsidiary other Credit Party to, make, incur, assume or suffer to exist any Investment in any other Person, except (without duplication) the following: (a) equity Investments existing at the Effective Time in Subsidiaries identified in Schedule 9.8; (b) equity Investments in Subsidiaries (or entities which are to become Subsidiaries) in connection with transactions permitted by Section 10.10(a), (b) or (c); (c) contributions by the Parent to the capital of the Company and, in the ordinary course of business, contributions by the Company to any of its Subsidiaries or by any such Subsidiary to the capital of any of its Subsidiaries; (d) Investments by the Parent in the Company or any Subsidiary of the Company, by the Company in any of its Subsidiaries or by any Subsidiary in the Company or any other Subsidiary of the Company, by way of intercompany loans, advances or guaranties of the obligations of such other Persons; provided that the Parent will not make any loans or advances to any Subsidiary other than the Company; (e) Suretyship Liabilities permitted by Section 10.7; (f) good faith deposits and the like made in connection with prospective Acquisitions permitted by Section 10.10; (g) Cash Equivalent Investments; , (hb) bank deposits in the ordinary course of business and consistent business, (c) Permitted Intercompany Loans, (d) with past practice; provided that respect to each Credit Party, its existing Investments in its Subsidiaries as of the aggregate amount Closing Date, (e) deposits with vendors of all such deposits (excluding (x) amounts in payroll accounts, disbursement accounts or for accounts payable, in each case to the extent that checks have been issued to third parties and (y) amounts maintained (in the ordinary course of business consistent with past practice) in accounts of any Person which is acquired by the Parent or a Subsidiary in accordance with the terms hereof during the 45 days following the date of such Acquisition) which are maintained by the Parent and its domestic Subsidiaries with any bank that is not a Lender shall not at any time exceed $1,000,000 in the aggregate; (i) Investments received in connection with the creation and collection of receivables goods in the ordinary course of business; , (jf) Investments existing on the Closing Date and set forth on Schedule 10.19; in Item ---- 10.21 of the Disclosure Schedule, (kg) Permitted Acquisitions; Canadian National Steel Corporation may -------------------------------- purchase the partnership interests of Camrose Pipe Company not held by Canadian National Steel Corporation in accordance with the provisions of the partnership agreement of Camrose Pipe Company, (lh) Investments Borrower may make equity investments in mutual funds not otherwise permitted by clauses and/or intercompany loans to the other Credit Parties (aother than RMSM) through (k) above after the Closing Date in an aggregate amount not to exceed exceeding $2,000,000 at any time outstanding; (m) loans to the Parent to the extent the corresponding Debt of the Parent is permitted by Section 10.7(i); and (n) other Investments 7,500,000, so long as both beforesuch equity investments and/or loans (which loans shall be deemed Permitted Intercompany Loans) are pledged to the Agent, and on a pro forma basis after giving effect thereto, the Leverage Ratio is no greater than 3.0 to 1.0 based on the most recently available quarterly financial statements behalf of the Parent; Lenders, as additional collateral security for the Obligations (subject only to pari passu Liens in favor of the Trustee) and (i) Camrose Pipe Company may make other Investments following the Closing Date in an amount not exceeding $10,000,000 in the aggregate for all such Investments, subject in the case of any such Investment to the prior written approval of the Agent, which will not be unreasonably withheld so long as (1) the Agent shall have been provided that if an with reasonable prior notice of such Investment and with all information relating to such Investment as the Agent shall have reasonably requested, (2) no Event of Default shall have occurred and be continuingcontinuing or would result therefrom and (3) such Investment could not reasonably be expected to subject any other Credit Party to any material liability (fixed or contingent), none of as determined by the Parent, the Company or any Guarantor shall make any Investment (i) Agent in any Subsidiary that is not a Guarantor or (ii) that would be permitted solely by clause (e) or (f) above (without consideration of clause (n) above)its reasonable credit judgment.

Advances and Other Investments. Not, and not permit any Subsidiary to, make, incur, assume or suffer to exist any Investment in any other Person, except (without duplication) the following: (a) equity Investments existing at the Effective Time in Subsidiaries identified in Schedule 9.8; (b) equity Investments in Subsidiaries (or entities which are to become Subsidiaries) in connection with transactions permitted by Section 10.10(a), (b) or (c); (c) contributions by the Parent to the capital of the Company and, in the ordinary course of business, contributions by the Company to any of its Subsidiaries or by any such Subsidiary to the capital of any of its Subsidiaries; (d) Investments by the Parent in the Company or any Subsidiary of the Company, by the Company in any of its Subsidiaries or by any Subsidiary in the Company or any other Subsidiary of the Company, by way of intercompany loans, advances or guaranties of the obligations of such other Persons; provided that the Parent will not make any loans or advances to any Subsidiary other than the Company; (e) Suretyship Liabilities permitted by Section 10.710.7 (excluding Section 10.7(k)); (f) good faith deposits and the like made in connection with prospective Acquisitions permitted by Section 10.10; (g) Cash Equivalent Investments; (h) bank deposits in the ordinary course of business and consistent with past practicebusiness; provided that the aggregate amount of all such deposits (excluding (x) amounts in payroll accounts, disbursement accounts or for accounts payable, in each case to the extent that checks have been issued to third parties and (y) amounts maintained (in the ordinary course of business consistent with past practice) in accounts of any Person which is acquired by the Parent or a Subsidiary in accordance with the terms hereof during the 45 90 days following the date of such Acquisition) which are maintained by the Parent and its domestic Domestic Subsidiaries with any bank that is not a Lender shall not at any time exceed $1,000,000 10,000,000 in the aggregate; (i) Investments received in connection with the creation and collection of receivables in the ordinary course of business; (j) Investments set forth on Schedule 10.1910.18; (k) Permitted Acquisitions; (l) Investments in mutual funds not otherwise permitted by clauses (a) through (k) above in an aggregate amount not to exceed $2,000,000 at any time outstanding; (m) loans to the Parent to the extent the corresponding Debt of the Parent is permitted by Section 10.7(i); (n) Investments of a Person at the time such Person becomes a Subsidiary; (o) Investments in any Subsidiary or any joint venture in connection with intercompany cash management arrangements, pooling agreements or related activities arising in the ordinary course of business consistent with past practice; and (np) other Investments so long as both immediately before, and on a pro forma basis immediately after giving effect thereto, the Leverage Ratio Parent is no greater than 3.0 in compliance with the covenant in Section 10.6.2 (including after giving effect to 1.0 any Covenant Holiday Period) based on the most recently available quarterly financial statements of the Parent; provided that if an Event of Default shall have occurred and be continuing, none of the Parent, the Company or any Subsidiary Guarantor shall make any Investment (i) in any Subsidiary that is not a Subsidiary Guarantor or (ii) that would be permitted solely by clause (e) or (f) above (without consideration of clause (np) above).

Advances and Other Investments. NotHoldings will not, and will not permit any Subsidiary to, make, incur, assume or suffer to exist any Investment in any other Person, except (without duplication) the following: (a) equity Investments existing at on the Effective Time Date in Equity Interests of wholly owned Subsidiaries identified in Schedule 9.83.12; (b) equity Investments in Subsidiaries (or entities which are to become Subsidiaries) Equity Interests acquired after the Effective Date in connection with transactions permitted by as acquisitions of Equity Interests or assets pursuant to Section 10.10(a), (b) or (c)6.05; (c) contributions by the Parent to the capital of the Company and, in the ordinary course of business, contributions by Holdings to the Company to capital of any of its Subsidiaries Subsidiaries, or by any such Subsidiary to the capital of any of its Subsidiaries; (d) in the ordinary course of business, Investments by the Parent U.S. Borrower in the Company Holdings or in any Subsidiary of the Company, by the Company in any of its Subsidiaries or by any Subsidiary in Holdings, the Company U.S. Borrower or any other Subsidiary of the CompanySubsidiary, by way of intercompany loans, advances or guaranties of guaranties, all to the obligations of such other Persons; provided that the Parent will not make any loans or advances to any Subsidiary other than the Companyextent permitted by Section 6.02; (e) Suretyship Liabilities permitted by Section 10.76.02; (f) good faith deposits and the like made in connection with prospective Acquisitions acquisitions of Equity Interests or assets permitted by Section 10.106.05; (g) loans (and Suretyship Liabilities in respect of loans) to officers and employees not exceeding (i) $1,000,000 in the aggregate to any single individual or (ii) $10,000,000 in the aggregate for all such individuals at any one time outstanding; (h) Investments by Holdings or the U.S. Borrower in Subsidiaries (other than Special Purpose Vehicles); (i) Investments by Holdings in the QuIPS Trust existing on the Effective Date; (j) Cash Equivalent Investments; (hk) bank deposits Investments by Holdings or any Subsidiary in the ordinary course of business and consistent with past practiceany Special Purpose Vehicle; provided that the aggregate amount of all such deposits (excluding (x) amounts Investments made in payroll accounts, disbursement accounts or for accounts payable, in each case to the extent that checks have been issued to third parties and (y) amounts maintained (in the ordinary course of business consistent with past practice) in accounts of any Person which is acquired by the Parent or a Subsidiary in accordance with the terms hereof during the 45 days following the date of such Acquisition) which are maintained by the Parent and its domestic Subsidiaries with any bank that is not a Lender cash shall not at any time exceed $1,000,000 in the aggregate50,000,000; (il) Investments in other Persons; provided that the amount of such Investments, together with the aggregate amount of any purchases and redemptions made pursuant to clause (q) below and Restricted Payments made pursuant to clause (xii) of the first proviso to Section 6.04, does not exceed the amount permitted by such clause since the Effective Date; (m) Investments received in connection with the creation bankruptcy or reorganization of, or settlement of delinquent accounts and collection of receivables disputes with, customers and suppliers, in each case in the ordinary course of business; (jn) Investments set forth on Schedule 10.19; (k) Permitted Acquisitions; (l) Investments in mutual funds not otherwise permitted by clauses (a) through (k) above in an aggregate amount not to exceed $2,000,000 at any time outstanding; (m) loans to the Parent to the extent made with Equity Interests (other than Disqualified Equity Interests) of Holdings; provided that after giving effect to any such Investment, Holdings and the corresponding Debt of the Parent is permitted by Subsidiaries are in compliance with all covenants set forth in this Article VI (including compliance with Section 10.7(i); and (n) other Investments so long as both before, and 6.01 determined on a pro forma basis as if such Investment had occurred at the beginning of the most recent period for testing compliance therewith); (o) Investments pursuant to customer financing programs; provided, that the aggregate amount of such Investments at any time outstanding shall not exceed $20,000,000; (p) Investments received as consideration in connection with sales of assets permitted by Section 6.05; provided, that the aggregate amount of all Investments permitted by this clause (p) shall not exceed $25,000,000 at any time outstanding; and (q) purchases or redemptions by Holdings and wholly owned Subsidiaries (other than Excluded Subsidiaries) of minority Equity Interests in Excluded Subsidiaries; provided that the aggregate amount of any such purchases or redemptions, together with the aggregate amount of any Investments made pursuant to clause (l) above and any Restricted Payments made pursuant to clause (xii) of the first proviso to Section 6.04, does not exceed the amount permitted by such clause since the Effective Date; provided that (x) any Investment which when made complies with the requirements of the definition of the term “Cash Equivalent Investment” may continue to be held notwithstanding that such Investment if made thereafter would not comply with such requirements; and (y) no Investment otherwise permitted by clause (b), (e), (f), (g), (k) and (p) shall be permitted to be made if, immediately before or after giving effect thereto, the Leverage Ratio is no greater than 3.0 to 1.0 based on the most recently available quarterly financial statements of the Parent; provided that if an Event of any Default shall have occurred and be continuing, none ; and (z) the aggregate amount of Investments by U.S. Loan Parties in Subsidiaries (other than Special Purpose Vehicles) that are not U.S. Loan Parties shall not at any time exceed 25% of the Parent, the Company or any Guarantor shall make any Investment (i) in any Subsidiary that is not a Guarantor or (ii) that would be permitted solely by clause (e) or (f) above (without consideration consolidated assets of clause (n) above)Holdings and its Subsidiaries.

Advances and Other Investments. Not, and not permit any Subsidiary to, make, incur, assume or suffer to exist any Investment in any other Person, except (without duplication) the following: (a) equity Investments existing at the Effective Time in Subsidiaries identified in Schedule 9.8; (b) equity Investments in Subsidiaries (or entities which are to become Subsidiaries) in connection with transactions permitted by Section 10.10(a), (b) or (c); (c) contributions by the Parent to the capital of the Company and, in the ordinary course of business, contributions by the Company to any of its Subsidiaries or by any such Subsidiary to the capital of any of its Subsidiaries; (d) Investments by the Parent in the Company or any Subsidiary of the Company, by the Company in any of its Subsidiaries or by any Subsidiary in the Company or any other Subsidiary of the Company, by way of intercompany loans, advances or guaranties of the obligations of such other Persons; provided that the Parent will not make any loans or advances to any Subsidiary other than the Company; (e) Suretyship Liabilities permitted by Section 10.710.7 (excluding Section 10.7(k)); (f) good faith deposits and the like made in connection with prospective Acquisitions permitted by Section 10.10; (g) Cash Equivalent Investments; (h) bank deposits in the ordinary course of business and consistent with past practicebusiness; provided that the aggregate amount of all such deposits (excluding (x) amounts in payroll accounts, disbursement accounts or for accounts payable, in each case to the extent that checks have been issued to third parties and (y) amounts maintained (in the ordinary course of business consistent with past practice) in accounts of any Person which is acquired by the Parent or a Subsidiary in accordance with the terms hereof during the 45 90 days following the date of such Acquisition) which are maintained by the Parent and its domestic Domestic Subsidiaries with any bank that is not a Lender shall not at any time exceed $1,000,000 10,000,000 in the aggregate; (i) Investments received in connection with the creation and collection of receivables in the ordinary course of business; (j) Investments set forth on Schedule 10.1910.18; (k) Permitted Acquisitions; (l) Investments in mutual funds not otherwise permitted by clauses (a) through (k) above in an aggregate amount not to exceed $2,000,000 at any time outstanding; (m) loans to the Parent to the extent the corresponding Debt of the Parent is permitted by Section 10.7(i); (n) Investments of a Person at the time such Person becomes a Subsidiary; (o) Investments in any Subsidiary or any joint venture in connection with intercompany cash management arrangements, pooling agreements or related activities arising in the ordinary course of business consistent with past practice; (p) Investments in Permitted Capital Hedging Arrangements; and (nq) other Investments so long as both immediately before, and on a pro forma basis immediately after giving effect thereto, the Leverage Ratio Parent is no greater than 3.0 in compliance with the covenant in Section 10.6.2 (including after giving effect to 1.0 any Covenant Holiday Period) based on the most recently available quarterly financial statements of the Parent; provided that if an Event of Default shall have occurred and be continuing, none of the Parent, the Company or any Subsidiary Guarantor shall make any Investment (i) in any Subsidiary that is not a Subsidiary Guarantor or (ii) that would be permitted solely by clause (e) or (f) above (without consideration of clause (nq) above).

Advances and Other Investments. Not, and not permit any Subsidiary ------------------------------ to, make, incur, assume or suffer to exist any Investment in any other Person, except (without duplication) the following: (a) equity Investments existing at on the Effective Time Closing Date in Wholly-Owned Subsidiaries identified in Schedule 9.8;on the Subsidiary Schedule; ------------------- (b) equity Investments in Subsidiaries (organized or entities which are to become Subsidiaries) acquired after the Closing Date in connection with transactions permitted approved by the Lenders including approved Future Acquisitions (unless not required to be approved pursuant to Section 10.10(a6.13), (b) or (c);; ------------- (c) contributions by the Parent to the capital of the Company and, in the ordinary course of business, contributions by the Company to the capital of any of its Subsidiaries Subsidiaries, or by any such Subsidiary to the capital of any of its Subsidiaries; (d) Investments by the Parent in the Company or any Subsidiary ordinary course of the Companybusiness, Investments by the Company in any of its Subsidiaries Subsidiary or by any Subsidiary of the Subsidiaries in the Company or any other Subsidiary of the Company, by way of intercompany loans, advances or guaranties of guaranties, all to the obligations of such other Personsextent permitted by Section 6.9; provided that the Parent will not make any loans or advances to any Subsidiary other than the Company;----------- (e) Suretyship Liabilities permitted by Section 10.76.9; ----------- (f) loans to officers and employees not exceeding (i) $287,500 in the aggregate to any single individual or (ii) $575,500 in the aggregate for all such individuals; (fg) loans to officers and employees the proceeds of which are used to purchase the Company's stock; (h) good faith deposits and the like made escrow accounts in connection with prospective acquisitions of stock or assets for Future Acquisitions permitted approved by Section 10.10GTCR Capital; (gi) Cash Equivalent Investments;; and (hj) bank deposits in the ordinary course of business and consistent with past practicebusiness; provided that -------- the aggregate amount of all such deposits (excluding (x) amounts in payroll accounts, disbursement accounts or for accounts payable, in each case to the extent that checks have been issued to third parties parties, and (y) amounts maintained (in the ordinary course of business consistent with past practice) in accounts of any Person which is acquired by the Parent Company or a Subsidiary in accordance with the terms hereof during the 45 days following the date of such Acquisitionacquisition) which are maintained by the Parent and its domestic Subsidiaries with any bank that is not other than a Senior Lender shall not at any time exceed $1,000,000 (x) in the aggregate; case of such deposits with any single bank, $115,000 for three consecutive Business Days and (iy) Investments received in connection with the creation and collection of receivables in the ordinary course case of business; (j) Investments set forth on Schedule 10.19; (k) Permitted Acquisitions; (l) Investments in mutual funds not all such deposits, $1,115,000 for three consecutive Business Days; provided that no Investment otherwise permitted by clauses clause (ab), (c), (d), (e), -------- ---------- --- --- --- (f) through or (kg) above in an aggregate amount not shall be permitted to exceed $2,000,000 at any time outstanding; (m) loans to the Parent to the extent the corresponding Debt of the Parent is permitted by Section 10.7(i); and (n) other Investments so long as both beforebe made if, and on a pro forma basis immediately before or after giving --- --- effect thereto, the Leverage Ratio is no greater than 3.0 to 1.0 based on the most recently available quarterly financial statements of the Parent; provided that if an any Event of Default or Default shall have occurred and be continuing, none of the Parent, the Company or any Guarantor shall make any Investment (i) in any Subsidiary that is not a Guarantor or (ii) that would be permitted solely by clause (e) or (f) above (without consideration of clause (n) above).

Advances and Other Investments. Not, and not permit any Subsidiary to, make, incur, assume or suffer to exist any Investment in any other Person, except (without duplication) the following: (a) equity Investments existing at the Effective Time in Subsidiaries identified in Schedule 9.8; (b) equity Investments in Subsidiaries (or entities which are to become Subsidiaries) in connection with transactions permitted by Section 10.10(a), (b) or (c); (c) in the ordinary course of business, contributions by the Parent to the capital of the Company andCompany, in the ordinary course of business, contributions by the Company to any of its Subsidiaries or by any such Subsidiary to the capital of any of its Subsidiaries; (d) in the ordinary course of business, Investments by the Parent in the Company or any Subsidiary of the Company, by the Company in any of its Subsidiaries or by any Subsidiary in the Company or any other Subsidiary of the Company, by way of intercompany loans, advances or guaranties of the obligations of such other Persons; provided that the Parent will not make any loans or advances to any Subsidiary other than the Companyguaranties; (e) Suretyship Liabilities permitted by Section 10.7; (f) good faith deposits and the like made in connection with prospective Acquisitions permitted by Section 10.10; (g) Cash Equivalent Investments; (h) bank deposits in the ordinary course of business and consistent with past practice; provided that the aggregate amount of all such deposits (excluding (x) amounts in payroll accounts, disbursement accounts or for accounts payable, in each case to the extent that checks have been issued to third parties and parties, (y) amounts maintained (in the ordinary course of business consistent with past practice) in accounts of any Person which is acquired by the Parent or a Subsidiary in accordance with the terms hereof during the 45 days following the date of such Acquisition) which are maintained by the Parent and its domestic Subsidiaries with any bank that is not a Lender shall not at any time exceed $1,000,000 500,000 in the aggregateaggregate and (z) for a period of 90 days after the Effective Time, accounts currently located in Canada; (i) Investments received in connection with the creation and collection of receivables in the ordinary course of business; (j) Investments set forth on Schedule 10.19; (k) loans to officers and directors of the Parent or any Subsidiary, so long as the aggregate principal amount of such loans made after the Effective Time does not exceed $400,000; (l) Permitted Acquisitions; (lm) Investments in mutual funds not otherwise permitted by clauses (a) through (kl) above in an aggregate amount not to exceed $2,000,000 at any time outstanding; (m) loans to the Parent to the extent the corresponding Debt of the Parent is permitted by Section 10.7(i); and (n) other Investments so long as both beforein an aggregate amount (valued at cost) not exceeding $1,000,000 at any time outstanding; provided that no Investment otherwise permitted by clause (b), and on a pro forma basis (e), (f) or (k) shall be permitted to be made if, immediately before or after giving effect thereto, the Leverage Ratio is no greater than 3.0 to 1.0 based on the most recently available quarterly financial statements any Event of the Parent; provided that if an Default or Unmatured Event of Default shall have occurred and be continuing, none of the Parent, the Company or any Guarantor shall make any Investment (i) in any Subsidiary that is not a Guarantor or (ii) that would be permitted solely by clause (e) or (f) above (without consideration of clause (n) above).