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

Investments, Acquisitions, Loans and Advances. The Borrower will not, and will not cause or permit any of its Restricted Subsidiaries to, purchase, hold or acquire any Capital Stock, evidences of indebtedness or other securities of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, or make any acquisition of assets of any other Person as a going concern (each, an "Investment"), except: (a) Investments existing on the date hereof in the Capital Stock set forth on Schedule 6.04 hereto; (b) Permitted Investments; (c) Investments consisting of loans or advances to (i) a Wholly Owned Subsidiary that is a Restricted Subsidiary, provided that such loans or advances are not subordinated to any other Indebtedness or other obligations of such Restricted Subsidiary and rank pari passu with all senior, unsecured Indebtedness of such Restricted Subsidiary, or (ii) employees of the Borrower or the Wholly Owned Subsidiaries that are Restricted Subsidiaries, provided that such loans or advances are made in the ordinary course of business and in accordance with company policy, and provided further that the proceeds of such loan or advance are used to finance employee related expenses (including relocation expenses and travel and entertainment expenses); (d) additional equity Investments in any Wholly Owned Subsidiary of the Borrower that is also a Restricted Subsidiary, provided that, immediately after giving effect thereto, (i) the ratio of such Restricted Subsidiary's consolidated liabilities (less borrowings by such Restricted Subsidiary allowed and outstanding under this Agreement, deferred compensation, deferred income and allocation of income to minority interests in earnings of consolidated subsidiaries) to such Restricted Subsidiary's consolidated assets (determined in accordance with GAAP) shall be less than 1.00 to 4.00 and (ii) the ratio of Consolidated Liabilities (less borrowings allowed and outstanding under this Agreement, deferred compensation, deferred income and allocation of income to minority interests in earnings of consolidated subsidiaries) to Consolidated Assets shall be less than 1.00 to 4.00; (e) Investments consisting of non-cash consideration received in connection with a sale or disposition of assets permitted under Section 6.05 hereof; and (f) so long as there exists no Default or Event of Default at the time any such Investment is made, Investments (other than Investments described in clauses (a) through (e) above) to the extent the aggregate amount thereof made in any fiscal year does not exceed 10% of the Consolidated Assets as of the last day of the immediately preceding fiscal year.

Investments, Acquisitions, Loans and Advances. The Borrower will notNo Loan Party shall, and will not cause or nor shall it permit any of its Restricted Subsidiaries to, purchasedirectly or indirectly, hold make, retain or acquire have outstanding any Capital Stock, evidences investments (whether through purchase of indebtedness stock or other securities of, make obligations or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest otherwise) in, or make any acquisition of assets of any other Person as a going concern (each, an "Investment"), except: (a) Investments existing on the date hereof in the Capital Stock set forth on Schedule 6.04 hereto; (b) Permitted Investments; (c) Investments consisting of loans or advances to (i) a Wholly Owned Subsidiary that is a Restricted Subsidiary, provided that such loans or other than for travel advances are not subordinated and other similar cash advances made to any other Indebtedness or other obligations of such Restricted Subsidiary and rank pari passu with all senior, unsecured Indebtedness of such Restricted Subsidiary, or (ii) employees of the Borrower or the Wholly Owned Subsidiaries that are Restricted Subsidiaries, provided that such loans or advances are made in the ordinary course of business and other than accounts receivable arising in accordance with company policythe ordinary course of business), any other Person, or make any Acquisition; provided, however, that the foregoing shall not apply to nor operate to prevent: (a) investments in Cash Equivalents; (b) existing investments in their respective Subsidiaries outstanding on the Closing Date; (c) (i) intercompany loans and advances made by one Loan Party to another Loan Party, and provided further that the proceeds of such loan or advance are used (ii) intercompany loans and advances made by one Excluded Subsidiary to finance employee related expenses (including relocation expenses and travel and entertainment expenses)another Excluded Subsidiary; (d) additional equity Investments in any Wholly Owned Subsidiary of the Borrower that is also a Restricted Subsidiary, provided that, immediately after giving effect thereto, (i) the ratio of such Restricted Subsidiary's consolidated liabilities (less borrowings by such Restricted Subsidiary allowed and outstanding under this Agreement, deferred compensation, deferred income and allocation of income to minority interests in earnings of consolidated subsidiaries) to such Restricted Subsidiary's consolidated assets (determined in accordance with GAAP) shall be less than 1.00 to 4.00 and (ii) the ratio of Consolidated Liabilities (less borrowings allowed and outstanding under this Agreement, deferred compensation, deferred income and allocation of income to minority interests in earnings of consolidated subsidiaries) to Consolidated Assets shall be less than 1.00 to 4.00investments constituting Permitted Intercompany Transfers; (e) Investments consisting investments in PBS, provided that any such investment shall not be permitted hereunder if such investment exceeds the PBS Limit and is outstanding for more than seven (7) Business Days (or, if the requirements of PBS change after the Closing Date pursuant to law, rule, regulation or order or pursuant to the requirements of any clearing corporation or broker, such longer period as the Administrative Agent may approve from time to time); (f) investments by any Loan Party and its Subsidiaries in connection with interest rate, foreign currency, and commodity Hedging Agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (g) promissory notes and other non-cash consideration received in connection with a sale dispositions permitted by Section 8.10; (h) investments (including debt obligations and equity interests) received in connection with the bankruptcy or disposition reorganization of assets suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business and upon the foreclosure with respect to any secured investment or other transfer of title with respect to any secured investment; (i) Permitted Acquisitions; (j) Guarantees constituting Indebtedness permitted under by Section 6.05 hereof8.7; (k) bank deposits and securities accounts in the ordinary course of business; (l) non-cash consideration received, to the extent permitted by the Loan Documents, in connection with the Disposition of Property permitted by this Agreement; (m) investments made by PBS in the ordinary course of business; (n) investments listed on Schedule 8.9 as of the Closing Date; and (fo) so long as there exists no Default or Event other investments, loans, and advances in addition to those otherwise permitted by this Section in an amount not to exceed $5,000,000 in the aggregate at any one time outstanding; provided that (i) any Investment that when made complies with the requirements of Default the definition of the term “Cash Equivalent” may continue to be held notwithstanding that such Investment if made thereafter would not comply with such requirements and (ii) any Investment that is denominated in a currency other than U.S. Dollars and that was permitted at the time of investment by this covenant shall not violate this covenant thereafter due to any such Investment is madefluctuation in currency values. In determining the amount of investments, Investments acquisitions, loans, and advances permitted under this Section, investments and acquisitions shall always be taken at the original cost thereof (other than Investments described in clauses (a) through (e) above) to regardless of any subsequent appreciation or depreciation therein), and loans and advances shall be taken at the extent the aggregate principal amount thereof made in any fiscal year does not exceed 10% of the Consolidated Assets as of the last day of the immediately preceding fiscal yearthen remaining unpaid.

Investments, Acquisitions, Loans and Advances. The Borrower will shall not, and will not cause or nor shall it permit any of its Restricted Subsidiaries Subsidiary to, purchasedirectly or indirectly, hold make, retain or acquire have outstanding any Capital Stockinvestments (whether through purchase of stock or obligations or otherwise) in, evidences of indebtedness or other securities of, make or permit to exist any loans or advances toto (other than for travel advances and other similar cash advances made to employees in the ordinary course of business), any other Person, or make or permit to exist any investment acquire all or any other interest in, substantial part of the assets or make any acquisition of assets business of any other Person as a going concern (eachor division thereof; provided, an "Investment")however, exceptthat the foregoing shall not apply to nor operate to prevent: (a) Investments existing on investments in direct obligations of the United States of America or of any agency or instrumentality thereof whose obligations constitute full faith and credit obligations of the United States of America, provided that any such obligations shall mature within one year of the date hereof in the Capital Stock set forth on Schedule 6.04 heretoof issuance thereof; (b) Permitted Investmentsinvestments in money market funds that invest solely, and which are restricted by their respective charters to invest solely, in investments of the type described in subsection (a) above; (c) Investments consisting the Borrower’s investments existing on the Petition Date and listed on Schedule 8.9(c); (d) intercompany advances made from time to time by the Borrower to Non-debtor Subsidiaries other than the Insurance Subsidiaries, including Avicola and its Subsidiaries, for operating expenses and not for the repayment of loans or advances Indebtedness for Borrowed Money and consistent with past practices as it relates to Avicola and its Subsidiaries purchasing feed ingredients from the Borrower, in an amount such that the aggregate of all such amounts receivable by the Borrower from such Non-debtor Subsidiaries, net of the aggregate of all such amounts payable by the Borrower to such Non-debtor Subsidiaries, shall not exceed such net amount calculated as of the Petition Date by more than $25,000,000 in the aggregate at any time, with disclosure to the Lenders of the nature and extent of such funding, provided that (i) a Wholly Owned Subsidiary that is a Restricted Subsidiary, provided that such loans or advances are not subordinated to neither the Borrower nor any of the other Indebtedness or other obligations Debtors may guaranty any portion of such Restricted Subsidiary and rank pari passu with all seniorfunding, unsecured Indebtedness of such Restricted Subsidiary, or (ii) employees such funding shall be made pursuant to the Budget or another budget to be agreed upon by the Required Lenders, (iii) such Subsidiaries shall not accumulate cash or inventory above the levels necessary in the ordinary course of business, (iv) such advances shall be evidenced by a revolving promissory note of such Subsidiary payable to the order of the Borrower, which promissory note shall be part of the Collateral and shall be delivered to the DIP Agent endorsed in blank or otherwise in a manner acceptable to the DIP Agent, and (v) such Non-debtor Subsidiary shall agree to repay such revolving promissory note with any available cash not needed to fund its operations in the ordinary course of business; (e) intercompany investments made from time to time by the Borrower to a Guarantor or by a Guarantor to the Borrower or the Wholly Owned Subsidiaries that are Restricted Subsidiaries, provided that such loans or advances are made another Guarantor in the ordinary course of business and in accordance with company policy, and provided further that the proceeds of such loan or advance are used to finance employee related expenses (including relocation for operating expenses and travel and entertainment expenses)not for the repayment of Indebtedness for Borrowed Money; (d) additional equity Investments in any Wholly Owned Subsidiary of the Borrower that is also a Restricted Subsidiary, provided that, immediately after giving effect thereto, (i) the ratio of such Restricted Subsidiary's consolidated liabilities (less borrowings by such Restricted Subsidiary allowed and outstanding under this Agreement, deferred compensation, deferred income and allocation of income to minority interests in earnings of consolidated subsidiaries) to such Restricted Subsidiary's consolidated assets (determined in accordance with GAAP) shall be less than 1.00 to 4.00 and (ii) the ratio of Consolidated Liabilities (less borrowings allowed and outstanding under this Agreement, deferred compensation, deferred income and allocation of income to minority interests in earnings of consolidated subsidiaries) to Consolidated Assets shall be less than 1.00 to 4.00; (e) Investments consisting of non-cash consideration received in connection with a sale or disposition of assets permitted under Section 6.05 hereof; and (f) so long as there exists no Default or Event payment of Default at the time any such Investment is made, Investments (other than Investments described interest to Gold Kxxx Insurance in clauses (a) through (e) above) to the extent the an aggregate amount thereof not to exceed $2,400,000 during any year and other amounts payable to Gold Kxxx Insurance to enable it to pay claims made by the Borrower in excess of the amount of all other funds available to Gold Kxxx Insurance for such purpose and consistent with the Budget or otherwise approved by the Required Lenders and the DIP Agent, provided that Gold Kxxx Insurance continues to pay claims made by the Borrower in a manner consistent with past practices; (g) payment of insurance premiums to Mayflower in an aggregate amount not to exceed $27,000,000 in any fiscal year does not exceed 10% or such other amount as may be approved by the Required Lenders and the DIP Agent, provided that Mayflower continues to pay claims made by the Borrower in a manner consistent with past practices; (h) investments consisting of the Consolidated Assets as of the last day of the immediately preceding fiscal year.hedging arrangements permitted pursuant to Section 8.25;

Investments, Acquisitions, Loans and Advances. The Borrower will not, and will not cause or permit any of its the Restricted Subsidiaries to, purchase, hold or acquire any Capital Stock, evidences of indebtedness or other securities of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, or make any acquisition of assets of any other Person as a going concern (each, each an "Investment"), except: (a) Investments existing on the date hereof in the Capital Stock and set forth on in Schedule 6.04 hereto6.4; (b) Permitted Investments; (c) Investments consisting of loans or advances to (i) a Wholly any Wholly-Owned Subsidiary that is a Restricted Subsidiary, provided that such loans or advances are not subordinated to any other Indebtedness or other obligations of such Restricted Subsidiary and rank pari passu with all senior, unsecured Indebtedness of such Restricted Subsidiary, or (ii) employees of the Borrower or the Wholly Wholly-Owned Subsidiaries that are Restricted Subsidiaries, provided that such loans or advances are made in the ordinary course of business and in accordance with company policy, and provided further that the proceeds of such loan or advance are used to finance employee related expenses (including relocation expenses and travel and entertainment expenses); (d) additional equity Investments in any Wholly Wholly-Owned Subsidiary of the Borrower that is also a Restricted Subsidiary, provided that, immediately after giving effect thereto, (i) the ratio of such Restricted Subsidiary's consolidated liabilities (less borrowings by such -58- 64 Restricted Subsidiary allowed and outstanding under this Agreement, deferred compensation, deferred income and allocation of income to minority interests in earnings of consolidated subsidiaries) to such Restricted Subsidiary's consolidated assets (determined in accordance with GAAP) shall be less than 1.00 to 4.00 and (ii) the ratio of Consolidated Liabilities (less borrowings allowed and outstanding under this Agreement, deferred compensation, deferred income and allocation of income to minority interests in earnings of consolidated subsidiaries) to Consolidated Assets shall be less than 1.00 to 4.00; (e) Investments consisting of non-cash consideration received in connection with a sale or disposition of assets permitted under Section 6.05 hereof6.5; (f) Investments consisting of loans and advances to Jeroxx Xxxx xx an aggregate principal amount not in excess of $45,000,000, provided that all of the proceeds of each such loan or advance are immediately contributed or otherwise paid to the Borrower in exchange for shares of its common stock; and (fg) so long as there exists no Default or Event of Default at the time any such Investment is madeimmediately before and after giving effect thereto, Investments (other than Investments described in clauses (a) through (ef) above) to the extent that, immediately after giving effect thereto, the aggregate amount thereof of all such Investments made in any fiscal year over the term of this Agreement does not exceed 10% of the Consolidated Assets as of the last day of the immediately preceding fiscal year$40,000,000.

Investments, Acquisitions, Loans and Advances. The Borrower will notNo Loan Party shall, and will not cause or nor shall it permit any of its Restricted Subsidiaries to, purchasedirectly or indirectly, hold make, retain or acquire have outstanding any Capital Stock, evidences investments (whether through purchase of indebtedness stock or other securities of, make obligations or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest otherwise) in, or make any acquisition of assets of any other Person as a going concern (each, an "Investment"), except: (a) Investments existing on the date hereof in the Capital Stock set forth on Schedule 6.04 hereto; (b) Permitted Investments; (c) Investments consisting of loans or advances to (i) a Wholly Owned Subsidiary that is a Restricted Subsidiary, provided that such loans or other than for travel advances are not subordinated and other similar cash advances made to any other Indebtedness or other obligations of such Restricted Subsidiary and rank pari passu with all senior, unsecured Indebtedness of such Restricted Subsidiary, or (ii) employees of the Borrower or the Wholly Owned Subsidiaries that are Restricted Subsidiaries, provided that such loans or advances are made in the ordinary course of business and other than accounts receivable arising in accordance with company policythe ordinary course of business), any other Person, or make any Acquisition; provided, however, that the foregoing shall not apply to nor operate to prevent: (a) investments in Cash Equivalents; (b) existing investments in their respective Subsidiaries outstanding on the Closing Date; (c) (i) intercompany loans and advances made by one Loan Party to another Loan Party, and provided further that the proceeds of such loan or advance are used (ii) intercompany loans and advances made by one Excluded Subsidiary to finance employee related expenses (including relocation expenses and travel and entertainment expenses)another Excluded Subsidiary; (d) additional equity Investments in any Wholly Owned Subsidiary of the Borrower that is also a Restricted Subsidiary, provided that, immediately after giving effect thereto, (i) the ratio of such Restricted Subsidiary's consolidated liabilities (less borrowings by such Restricted Subsidiary allowed and outstanding under this Agreement, deferred compensation, deferred income and allocation of income to minority interests in earnings of consolidated subsidiaries) to such Restricted Subsidiary's consolidated assets (determined in accordance with GAAP) shall be less than 1.00 to 4.00 and (ii) the ratio of Consolidated Liabilities (less borrowings allowed and outstanding under this Agreement, deferred compensation, deferred income and allocation of income to minority interests in earnings of consolidated subsidiaries) to Consolidated Assets shall be less than 1.00 to 4.00investments constituting Permitted Intercompany Transfers; (e) Investments consisting investments in PBS, provided that any such investment shall not be permitted hereunder if such investment exceeds the PBS Limit and is outstanding for more than seven (7) Business Days (or, if the requirements of PBS change after the Closing Date pursuant to law, rule, regulation or order or pursuant to the requirements of any clearing corporation or broker, such longer period as the Administrative Agent may approve from time to time); (f) investments by any Loan Party and its Subsidiaries in connection with interest rate, foreign currency, and commodity Hedging Agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (g) promissory notes and other non-cash consideration received in connection with a sale dispositions permitted by Section 8.10; (h) investments (including debt obligations and equity interests) received in connection with the bankruptcy or disposition reorganization of assets suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business and upon foreclosure with respect to any secured investment or other transfer of title with respect to any secured investment; (i) Permitted Acquisitions; (j) Guarantees constituting Indebtedness permitted under by Section 6.05 hereof8.7; (k) bank deposits and securities accounts in the ordinary course of business; (l) non-cash consideration received, to the extent permitted by the Loan Documents, in connection with the Disposition of Property permitted by this Agreement; (m) investments made by PBS in the ordinary course of business; (n) investments listed on Schedule 8.9 as of the Closing Date; and (fo) so long as there exists no Default or Event other investments, loans, and advances in addition to those otherwise permitted by this Section in an amount not to exceed $10,000,000 in the aggregate at any one time outstanding; provided that (i) any investment that when made complies with the requirements of Default the definition of the term “Cash Equivalent” may continue to be held notwithstanding that such investment if made thereafter would not comply with such requirements and (ii) any investment that is denominated in a currency other than U.S. Dollars and that was permitted at the time of investment by this covenant shall not violate this covenant thereafter due to any such Investment is madefluctuation in currency values. In determining the amount of investments, Investments acquisitions, loans, and advances permitted under this Section, investments and acquisitions shall always be taken at the original cost thereof (other than Investments described in clauses (a) through (e) above) to regardless of any subsequent appreciation or depreciation therein), and loans and advances shall be taken at the extent the aggregate principal amount thereof made in any fiscal year does not exceed 10% of the Consolidated Assets as of the last day of the immediately preceding fiscal yearthen remaining unpaid.

Investments, Acquisitions, Loans and Advances. The Borrower will not, and will not cause or permit any of its the Restricted Subsidiaries to, purchase, hold or acquire any Capital Stock, evidences of indebtedness or other securities of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, or make any acquisition of assets of any other Person as a going concern (each, each an "Investment"), except: (a) Investments existing on the date hereof in the Capital Stock and set forth on in Schedule 6.04 hereto6.4; (b) Permitted Investments; (c) Investments consisting of loans or advances to (i) a Wholly any Wholly-Owned Subsidiary that is a Restricted Subsidiary, provided that such loans or advances are not subordinated to any other Indebtedness or other obligations of such Restricted Subsidiary and rank pari passu with all senior, unsecured Indebtedness of such Restricted Subsidiary, or (ii) employees of the Borrower or the Wholly Wholly-Owned Subsidiaries that are Restricted Subsidiaries, provided that such loans or advances are made in the ordinary course of business and in accordance with company policy, and provided further that the proceeds of such loan or advance are used to finance employee related expenses (including relocation expenses and travel and entertainment expenses); (d) additional equity Investments in any Wholly Wholly-Owned Subsidiary of the Borrower that is also a Restricted Subsidiary, provided that, immediately after giving effect thereto, (i) the ratio of such Restricted Subsidiary's consolidated liabilities (less borrowings by such Restricted Subsidiary allowed and outstanding under this Agreement, deferred compensation, deferred income and allocation of income to minority interests in earnings of consolidated subsidiaries) to such Restricted Subsidiary's consolidated assets (determined in accordance with GAAP) shall be less than 1.00 to 4.00 and (ii) the ratio of Consolidated Liabilities (less borrowings allowed and outstanding under this Agreement, deferred compensation, deferred income and allocation of income to minority interests in earnings of consolidated subsidiaries) to Consolidated Assets shall be less than 1.00 to 4.00; (e) Investments consisting of non-cash consideration received in connection with a sale or disposition of assets permitted under Section 6.05 hereof6.5; and (f) so long as there exists no Default or Event of Default at the time any such Investment is madeimmediately before and after giving effect thereto, Investments (other than Investments described in clauses (a) through (e) above) to the extent that, immediately after giving effect thereto, the aggregate amount thereof of all such Investments made in any fiscal year since the Restatement Effective Date does not exceed 10% of the Consolidated Assets as of the last day of the immediately preceding fiscal year$40,000,000.

Investments, Acquisitions, Loans and Advances. The Borrower will notNo Loan Party shall directly or indirectly, and will not cause make, retain or permit have outstanding any Investments (whether through purchase of its Restricted Subsidiaries tostock or obligations or otherwise) in, purchase, hold or acquire any Capital Stock, evidences of indebtedness or other securities of, make or permit to exist any loans or advances toto (other than for travel advances and other similar cash advances made to employees in the ordinary course of business), any other Person, or make or permit to exist any investment acquire all or any other interest in, substantial part of the assets or make any acquisition of assets business of any other Person as a going concern (eachor division thereof; provided, an "Investment")however, exceptthat the foregoing shall not apply to nor operate to prevent: (a) Investments existing on the date hereof in the Capital Stock set forth on Schedule 6.04 heretoReal Properties (including fee interests and leases), Real Estate Assets, Equity Interests of owners of Real Properties and Real Estate Assets, and operating deposit accounts with banks in connection therewith; provided, that Investments with respect to unimproved land and construction in progress shall not be permitted under this clause (a); (b) Permitted Investmentswith respect to the Borrower and/or Postal Realty REIT only, marketable securities available for sale; (c) Investments in cash and Cash Equivalents; (d) Investments in another Loan Party, in an amount not to exceed $5,000,000 in the aggregate for all Loan Parties; (e) Permitted Acquisitions; (f) Investments in the form of Guaranties permitted hereunder; (g) Investments in the form of promissory notes held by, and owing to, a Loan Party on account of deferred purchase price obligations owing to such Loan Party on account of a Disposition of Real Property permitted hereunder; (h) Investments consisting of loans or and advances to (i) a Wholly Owned Subsidiary that is a Restricted Subsidiaryofficers, provided that such loans or advances are not subordinated to any directors and employees for business-related travel expenses, moving expenses, payroll expenses and other Indebtedness or other obligations of such Restricted Subsidiary and rank pari passu with all seniorsimilar expenses, unsecured Indebtedness of such Restricted Subsidiary, or (ii) employees of the Borrower or the Wholly Owned Subsidiaries that are Restricted Subsidiaries, provided that such loans or advances are made in each case incurred in the ordinary course of business and or consistent with past practices or to fund such Person’s purchase of Equity Interests in accordance with company policy, and provided further that the proceeds of such loan or advance are used to finance employee related expenses (including relocation expenses and travel and entertainment expenses); (d) additional equity Investments in any Wholly Owned Subsidiary of the Borrower that is also a Restricted Subsidiary, provided that, immediately after giving effect thereto, (i) the ratio of such Restricted Subsidiary's consolidated liabilities (less borrowings by such Restricted Subsidiary allowed and outstanding under this Agreement, deferred compensation, deferred income and allocation of income to minority interests in earnings of consolidated subsidiaries) to such Restricted Subsidiary's consolidated assets (determined in accordance with GAAP) shall be less than 1.00 to 4.00 and (ii) the ratio of Consolidated Liabilities (less borrowings allowed and outstanding under this Agreement, deferred compensation, deferred income and allocation of income to minority interests in earnings of consolidated subsidiaries) to Consolidated Assets shall be less than 1.00 to 4.00; (e) Investments consisting of non-cash consideration received in connection with a sale or disposition of assets permitted under Section 6.05 hereofPostal Realty REIT; and (fi) so long as there exists no Default or Event Investments in (1) unimproved land, (2) development properties, (3) Unconsolidated Affiliates, (4) mortgages and mezzanine loans, (5) REIT and similar investments, and (6) other additional Investments permitted for a REIT (including taxable REIT subsidiaries); provided that the aggregate of Default at the time any such Investment is made, Investments (other than all Investments described in clauses (a1) through (e6) above) to the extent the in an aggregate amount thereof made outstanding at any time not to exceed (i) fifteen percent (15%) multiplied by (ii) Total Asset Value; provided that no Investments held pursuant to this clause shall be included in any fiscal year does not exceed 10% the calculation of the Consolidated Assets as of the last day of the immediately preceding fiscal yearTotal Asset Value.

Investments, Acquisitions, Loans and Advances. The Borrower will notNo Loan Party shall directly or indirectly, and will not cause make, retain or permit have outstanding any Investments (whether through purchase of its Restricted Subsidiaries tostock or obligations or otherwise) in, purchase, hold or acquire any Capital Stock, evidences of indebtedness or other securities of, make or permit to exist any loans or advances toto (other than for travel advances and other similar cash advances made to employees in the ordinary course of business), any other Person, or make or permit to exist any investment acquire all or any other interest in, substantial part of the assets or make any acquisition of assets business of any other Person as a going concern (eachor division thereof; provided, an "Investment")however, exceptthat the foregoing shall not apply to nor operate to prevent: (a) Investments existing on the date hereof in the Capital Stock set forth on Schedule 6.04 heretoReal Properties (including fee interests and leases), Real Estate Assets, Equity Interests of owners of Real Properties and Real Estate Assets, and operating deposit accounts with banks in connection therewith; provided, that Investments with respect to unimproved land and construction in progress shall not be permitted under this clause (a); (b) Permitted Investmentswith respect to the Borrower and/or Postal Realty REIT only, marketable securities available for sale; (c) Investments in cash and Cash Equivalents; (d) Investments in another Loan Party, in an amount not to exceed $5,000,000 in the aggregate for all Loan Parties; (e) Permitted Acquisitions; (f) Investments in the form of Guaranties permitted hereunder; (g) Investments in the form of promissory notes held by, and owing to, a Loan Party on account of deferred purchase price obligations owing to such Loan Party on account of a Disposition of Real Property permitted hereunder; (h) Investments consisting of loans or and advances to (i) a Wholly Owned Subsidiary that is a Restricted Subsidiaryofficers, provided that such loans or advances are not subordinated to any directors and employees for business-related travel expenses, moving expenses, payroll expenses and other Indebtedness or other obligations of such Restricted Subsidiary and rank pari passu with all seniorsimilar expenses, unsecured Indebtedness of such Restricted Subsidiary, or (ii) employees of the Borrower or the Wholly Owned Subsidiaries that are Restricted Subsidiaries, provided that such loans or advances are made in each case incurred in the ordinary course of business and or consistent with past practices or to fund such Person’s purchase of Equity Interests in accordance with company policy, and provided further that the proceeds of such loan or advance are used to finance employee related expenses (including relocation expenses and travel and entertainment expenses); (d) additional equity Investments in any Wholly Owned Subsidiary of the Borrower that is also a Restricted Subsidiary, provided that, immediately after giving effect thereto, (i) the ratio of such Restricted Subsidiary's consolidated liabilities (less borrowings by such Restricted Subsidiary allowed and outstanding under this Agreement, deferred compensation, deferred income and allocation of income to minority interests in earnings of consolidated subsidiaries) to such Restricted Subsidiary's consolidated assets (determined in accordance with GAAP) shall be less than 1.00 to 4.00 and (ii) the ratio of Consolidated Liabilities (less borrowings allowed and outstanding under this Agreement, deferred compensation, deferred income and allocation of income to minority interests in earnings of consolidated subsidiaries) to Consolidated Assets shall be less than 1.00 to 4.00; (e) Investments consisting of non-cash consideration received in connection with a sale or disposition of assets permitted under Section 6.05 hereofPostal Realty REIT; and (fi) so long as there exists no Default or Event Investments in (1) unimproved land, (2) development properties, (3) Unconsolidated Affiliates, (4) mortgages and mezzanine loans, (5) REIT and similar investments, and (6) other additional Investments customarily held bypermitted for a REIT (including taxable REIT subsidiaries); provided that the aggregate of Default at the time any such Investment is made, Investments (other than all Investments described in clauses (a1) through (e6) above) to the extent the in an aggregate amount thereof made outstanding at any time not to exceed (i) fifteen percent (15%) multiplied by (ii) Total Asset Value; provided that no Investments held pursuant to this clause shall be included in any fiscal year does not exceed 10% the calculation of the Consolidated Assets as of the last day of the immediately preceding fiscal yearTotal Asset Value.

Investments, Acquisitions, Loans and Advances. The Borrower will notNo Loan Party shall directly or indirectly, and will not cause make, retain or permit have outstanding any Investments (whether through purchase of its Restricted Subsidiaries tostock or obligations or otherwise) in, purchase, hold or acquire any Capital Stock, evidences of indebtedness or other securities of, make or permit to exist any loans or advances toto (other than for travel advances and other similar cash advances made to employees in the ordinary course of business), any other Person, or make or permit to exist any investment acquire all or any other interest in, substantial part of the assets or make any acquisition of assets business of any other Person as a going concern (eachor division thereof; provided, an "Investment")however, exceptthat the foregoing shall not apply to nor operate to prevent: (a) Investments existing on the date hereof in the Capital Stock set forth on Schedule 6.04 heretoReal Properties (including fee interests and leases), Real Estate Assets, Equity Interests of owners of Real Properties and Real Estate Assets, and operating deposit accounts with banks in connection therewith; provided, that Investments with respect to unimproved land and construction in progress shall not be permitted under this clause (a); (b) Permitted Investmentswith respect to the Borrower and/or Postal Realty REIT only, marketable securities available for sale; (c) Investments in cash and Cash Equivalents; (d) Investments in another Loan Party, in an amount not to exceed $5,000,000 in the aggregate for all Loan Parties; (e) Permitted Acquisitions; (f) Investments in the form of Guaranties permitted hereunder; (g) Investments in the form of promissory notes held by, and owing to, a Loan Party on account of deferred purchase price obligations owing to such Loan Party on account of a Disposition of Real Property permitted hereunder; (h) Investments consisting of loans or and advances to (i) a Wholly Owned Subsidiary that is a Restricted Subsidiaryofficers, provided that such loans or advances are not subordinated to any directors and employees for business-related travel expenses, moving expenses, payroll expenses and other Indebtedness or other obligations of such Restricted Subsidiary and rank pari passu with all seniorsimilar expenses, unsecured Indebtedness of such Restricted Subsidiary, or (ii) employees of the Borrower or the Wholly Owned Subsidiaries that are Restricted Subsidiaries, provided that such loans or advances are made in each case incurred in the ordinary course of business and or consistent with past practices or to fund such Person’s purchase of Equity Interests in accordance with company policy, and provided further that the proceeds of such loan or advance are used to finance employee related expenses (including relocation expenses and travel and entertainment expenses); (d) additional equity Investments in any Wholly Owned Subsidiary of the Borrower that is also a Restricted Subsidiary, provided that, immediately after giving effect thereto, (i) the ratio of such Restricted Subsidiary's consolidated liabilities (less borrowings by such Restricted Subsidiary allowed and outstanding under this Agreement, deferred compensation, deferred income and allocation of income to minority interests in earnings of consolidated subsidiaries) to such Restricted Subsidiary's consolidated assets (determined in accordance with GAAP) shall be less than 1.00 to 4.00 and (ii) the ratio of Consolidated Liabilities (less borrowings allowed and outstanding under this Agreement, deferred compensation, deferred income and allocation of income to minority interests in earnings of consolidated subsidiaries) to Consolidated Assets shall be less than 1.00 to 4.00; (e) Investments consisting of non-cash consideration received in connection with a sale or disposition of assets permitted under Section 6.05 hereofPostal Realty REIT; and (fi) so long as there exists no Default or Event of Default at the time any such Investment is made, additional Investments (other than Investments described customarily held by a REIT in clauses (a) through (e) above) to the extent the an aggregate amount thereof made outstanding at any time not to exceed (i) fifteen percent (15%) multiplied by (ii) Total Asset Value; provided that no Investments held pursuant to this clause shall be included in any fiscal year does not exceed 10% the calculation of the Consolidated Assets as of the last day of the immediately preceding fiscal yearTotal Asset Value.

Investments, Acquisitions, Loans and Advances. The Neither the Borrower will not, and will not cause or permit any of its Restricted Subsidiaries to, purchase, hold nor Superior shall purchase or acquire (or make any Capital Stockcommitment therefor) any capital stock, evidences of indebtedness equity interest, partnership interest or any obligations or other securities of, make or permit to exist any loans or advances tointerest in, any Person, or make or permit commit to exist make any investment Acquisitions, or make or commit to make any advance, loan, extension of credit or capital contribution to or any other interest investment in, or make any acquisition of assets of any other Person as a going concern (eachcollectively, an "InvestmentInvestments"), exceptexcept the following: (ai) Investments existing on the date hereof in the Capital Stock set forth Closing Date and described on Schedule 6.04 hereto;7.04; 24 (b) Permitted Investments; (c) Investments consisting of loans or advances to (i) a Wholly Owned Subsidiary that is a Restricted Subsidiary, provided that such loans or advances are not subordinated to any other Indebtedness or other obligations of such Restricted Subsidiary and rank pari passu with all senior, unsecured Indebtedness of such Restricted Subsidiary, or (ii) employees extensions of credit in the Borrower nature of accounts receivable or notes receivable arising from the Wholly Owned Subsidiaries that are Restricted Subsidiaries, provided that such loans sale or advances are made lease of goods or services in the ordinary course of business and in accordance with company policy, and provided further that the proceeds of such loan or advance are used to finance employee related expenses (including relocation expenses and travel and entertainment expenses)business; (diii) additional equity Investments loans and advances to an employee in an amount not to exceed $10,000 outstanding at any Wholly Owned Subsidiary of the Borrower that is also a Restricted Subsidiary, provided that, immediately after giving effect thereto, (i) the ratio of such Restricted Subsidiary's consolidated liabilities (less borrowings by such Restricted Subsidiary allowed and outstanding under this Agreement, deferred compensation, deferred income and allocation of income to minority interests in earnings of consolidated subsidiaries) to such Restricted Subsidiary's consolidated assets (determined in accordance with GAAP) shall be less than 1.00 to 4.00 and (ii) the ratio of Consolidated Liabilities (less borrowings allowed and outstanding under this Agreement, deferred compensation, deferred income and allocation of income to minority interests in earnings of consolidated subsidiaries) to Consolidated Assets shall be less than 1.00 to 4.00time; (eiv) Investments consisting of non-cash consideration received in connection with a sale Hedging Contracts or disposition of assets permitted under Section 6.05 hereofother agreements between the Lender and the Borrower which give rise to Hedging Obligations; and (fv) so long as there exists no Default the Borrower and Superior may acquire all or Event substantially all of Default at the time assets or stock of any such Investment is madePerson (the "Target") in any Fiscal Year (in each case, Investments (other than Investments described in clauses (aa "Permitted Acquisition") through (e) above) subject to the extent satisfaction of each of the aggregate amount thereof made following conditions: (A) the Lender shall receive at least fifteen (15) Business Days' prior written notice of such proposed Permitted Acquisition, which notice shall include a reasonably detailed description of such proposed Permitted Acquisition; (B) such Permitted Acquisition shall be consensual and shall have been approved by the target's board of directors; (C) the sum of all amounts payable (whether contingent or otherwise) and other consideration in connection with any fiscal year does Permitted Acquisitions (including all transaction costs and all Indebtedness, liabilities and contingent obligations incurred or assumed in connection therewith or otherwise reflected on a consolidated balance sheet of Borrower and Target) shall not exceed 10% $1,500,000 during any Fiscal Year; (D) the business and assets acquired in such Permitted Acquisition shall be free and clear of all Liens, and (E) at or prior to the closing of any Permitted Acquisition, the Lender will be granted a first priority perfected Lien (subject to Permitted Liens) in all assets acquired pursuant thereto or in the assets of the Consolidated Assets as of the last day of the immediately preceding fiscal yearTarget.

Investments, Acquisitions, Loans and Advances. The Borrower will not, and will not cause or permit any of its Restricted Subsidiaries to, purchase, hold or acquire any Capital Stock, evidences of indebtedness or other securities of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, or make any acquisition of assets of any other Person as a going concern (each, an "InvestmentINVESTMENT"), except: (a) Investments existing on the date hereof in the Capital Stock set forth on Schedule SCHEDULE 6.04 hereto; (b) Permitted Investments; (c) Investments consisting of loans or advances to (i) a Wholly Owned Subsidiary that is a Restricted Subsidiary, provided that such loans or advances are not subordinated to any other Indebtedness or other obligations of such Restricted Subsidiary and rank pari passu with all senior, unsecured Indebtedness of such Restricted Subsidiary, or (ii) employees of the Borrower or the Wholly Owned Subsidiaries that are Restricted Subsidiaries, provided that such loans or advances are made in the ordinary course of business and in accordance with company policy, and provided further that the proceeds of such loan or advance are used to finance employee related expenses (including relocation expenses and travel and entertainment expenses); (d) additional equity Investments in any Wholly Owned Subsidiary of the Borrower that is also a Restricted Subsidiary, provided that, immediately after giving effect thereto, (i) the ratio of such Restricted Subsidiary's consolidated liabilities (less borrowings by such Restricted Subsidiary allowed and outstanding under this Agreement, deferred compensation, deferred income and allocation of income to minority interests in earnings of consolidated subsidiaries) to such Restricted Subsidiary's consolidated assets (determined in accordance with GAAP) shall be less than 1.00 to 4.00 and (ii) the ratio of Consolidated Liabilities (less borrowings allowed and outstanding under this Agreement, deferred compensation, deferred income and allocation of income to minority interests in earnings of consolidated subsidiaries) to Consolidated Assets shall be less than 1.00 to 4.00; (e) Investments consisting of non-cash consideration received in connection with a sale or disposition of assets permitted under Section 6.05 hereof; and (f) so long as there exists no Default or Event of Default at the time any such Investment is made, Investments (other than Investments described in clauses (a) through (e) above) to the extent the aggregate amount thereof made in any fiscal year does not exceed 10% of the Consolidated Assets as of the last day of the immediately preceding fiscal year.

Investments, Acquisitions, Loans and Advances. The Borrower will notNo Loan Party shall, and will not cause or nor shall it permit any of its Restricted Subsidiaries to, purchasedirectly or indirectly, hold make, retain or acquire have outstanding any Capital Stock, evidences of indebtedness or other securities of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, or make any acquisition of assets of any other Person as a going concern (each, an "Investment")Investments, except: (a) Investments existing on the date hereof Cash Equivalents, bank deposits and receivables and trade credit created in the Capital Stock set forth on Schedule 6.04 heretoordinary course of business and payable or dischargeable in accordance with customary trade terms; (b) Permitted Investmentsthe Loan Parties’ existing Investments in their respective Subsidiaries outstanding on the Closing Date; (c) Guarantees of Indebtedness permitted under Section 8.7; (d) Investments consisting from time to time between the Loan Parties; (e) Investments by any Loan Party and its Subsidiaries in connection with interest rate, foreign currency, and commodity Hedging Agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of loans business and not for speculative purposes; (f) promissory notes and other non-cash consideration received in connection with dispositions permitted by Section 8.10; (g) Investments (including debt obligations and equity interests) received in connection with the bankruptcy or advances reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business and upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (h) Permitted Acquisitions; provided, that no new Acquisitions may be made pursuant to this Section 8.9(h) following the First Amendment Effective Date until the Financial Covenant Recovery Date has occurred; (i) a Wholly Owned Subsidiary that is a Restricted Subsidiaryother Investments existing on the Closing Date not otherwise permitted by this Section 8.9 and listed and identified on Schedule 8.9; (j) other Investments in addition to those otherwise permitted by this Section 8.9 in an amount not to exceed $2,000,000 in the aggregate at any one time outstanding; (k) deposits, provided that such loans or advances are not subordinated prepayments and other credits to any other Indebtedness or other obligations of such Restricted Subsidiary suppliers and rank pari passu deposits in connection with all seniorlease obligations, unsecured Indebtedness of such Restricted Subsidiarytaxes, or (ii) employees of the Borrower or the Wholly Owned Subsidiaries that are Restricted Subsidiariesinsurance and similar items, provided that such loans or advances are in each case made in the ordinary course of business and securing contractual obligations of a Loan Party, in accordance each case to the extent constituting a Lien permitted under Section 8.8; (l) Investments in prepaid expenses, utility and workers' compensation, performance and other similar deposits, each as entered into in the ordinary course of business; (m) Investments made with company policy, and provided further that the proceeds of such loan the issuance of common equity securities (i) to members of the management, employees or advance are used directors of a Loan Party who have a right, option, warrant, conversion right or other similar agreement or understanding for the purchase or acquisition of any equity interest of the Borrower or any Subsidiary, or (b) to finance employee related expenses any Person, the proceeds of which will be used, promptly following the issuance thereof, solely to fund the purchase price of Permitted Acquisitions (including relocation expenses earnouts, working capital adjustments and travel and entertainment expensespurchase price adjustments), Investments permitted under this Section 8.9 or capital expenditures or in which constitutes “rollover equity” with respect to Permitted Acquisitions, in each case, in an amount equal to the net cash proceeds of such issuance; (dn) additional equity Investments in any Wholly Owned Subsidiary of the Borrower that is also a Restricted Subsidiary, provided that, immediately after giving effect thereto, (i) the ratio of such Restricted Subsidiary's consolidated liabilities (less borrowings by such Restricted Subsidiary allowed and outstanding under this Agreement, deferred compensation, deferred income and allocation of income to minority interests in earnings of consolidated subsidiaries) to such Restricted Subsidiary's consolidated assets (determined in accordance with GAAP) shall be less than 1.00 to 4.00 and (ii) the ratio of Consolidated Liabilities (less borrowings allowed and outstanding under this Agreement, deferred compensation, deferred income and allocation of income to minority interests in earnings of consolidated subsidiaries) to Consolidated Assets shall be less than 1.00 to 4.00; (e) Investments consisting of non-cash consideration received Indiana Subsidiaries in connection with a sale or disposition of assets permitted under Section 6.05 hereof8.27; and (fo) Investments in any distributor, customer, vendor, supplier or other non-subsidiary joint ventures, strategic alliances, minority investments and similar arrangements that are customary in the ordinary course of the Loan Parties’ corporate development strategy, so long as there exists no Default or Event of Default at the time any such Investment is made, Investments (other than Investments described in clauses (aA) through (e) above) to the extent the aggregate amount thereof of such Investments made in any fiscal year does not exceed 10% $15,000,000, (B) the aggregate amount of such Investments at any one time outstanding does not exceed $30,000,000 and (C) after giving effect to such Investment, the Consolidated Assets as Loan Parties shall have not less than $2,000,000 of Liquidity; provided, that no new Investments may be made pursuant to this Section 8.9(o) following the last day of First Amendment Effective Date until the immediately preceding fiscal yearFinancial Covenant Recovery Date has occurred.

Investments, Acquisitions, Loans and Advances. The Borrower will notNo Loan Party shall, and will not cause or nor shall it permit any of its Restricted Subsidiaries to, purchasedirectly or indirectly, hold make, retain or acquire have outstanding any Capital Stockinvestments (whether through purchase of stock or obligations or otherwise) in, evidences of indebtedness or other securities of, make or permit to exist any loans or advances toto (other than for travel advances and other similar cash advances made to employees in the ordinary course of business), any other Person, or make or permit to exist any investment acquire all or any other interest in, substantial part of the assets or make any acquisition of assets business of any other Person as a going concern (eachor division thereof; provided, an "Investment")however, exceptthat the foregoing shall not apply to nor operate to prevent: (a) Investments existing on the date hereof in the Capital Stock set forth on Schedule 6.04 heretoCash Equivalents; (b) Permitted Investmentsthe Loan Parties’ existing investments in their respective Subsidiaries outstanding on the Closing Date; (c) Investments consisting intercompany advances made from time to time between the Loan Parties in the ordinary course of loans or business to finance their working capital needs; (d) intercompany advances from time to (i) time owing between a Wholly Owned Loan Party and any Subsidiary that is not a Restricted SubsidiaryGuarantor hereunder in the ordinary course of business to finance their working capital needs, provided that such loans or advances are not subordinated to any other Indebtedness or other obligations the aggregate amount of such Restricted Subsidiary and rank pari passu with all senior, unsecured Indebtedness of such Restricted Subsidiary, or (ii) employees of the Borrower or the Wholly Owned advances to Subsidiaries that are Restricted Subsidiaries, not Guarantors hereunder together with any investments in such Subsidiaries do not exceed $300,000 at any one time outstanding; (e) Permitted Acquisitions; provided that such loans no Permitted Acquisitions shall be entered into or advances consummated during the Covenant Relief Period; (f) the Ocelot Acquisition to the extent the Ocelot Acquisition Conditions are substantially concurrently satisfied in connection therewith as of the date of the consummation of the Ocelot Acquisition; (g) other investments existing on the Closing Date not otherwise permitted by this Section 8.9 and listed and identified on Schedule 8.9; (h) investments in Construction Joint Ventures which are made in the ordinary course of business and in accordance with company policybusiness; provided, and provided further however, that the proceeds aggregate investments in Construction Joint Ventures shall not at any time exceed 15% of such loan or advance are used to finance employee related expenses (including relocation expenses the combined consolidated Net Worth of the Borrower and travel and entertainment expenses)its Subsidiaries; (di) additional equity Investments in any Wholly Owned Subsidiary loans and advances to employees of the Borrower that is also a Restricted Subsidiary, provided that, immediately after giving effect thereto, (i) Loan Parties in an amount not to exceed $1,250,000 in the ratio of such Restricted Subsidiary's consolidated liabilities (less borrowings by such Restricted Subsidiary allowed and outstanding under this Agreement, deferred compensation, deferred income and allocation of income to minority interests in earnings of consolidated subsidiaries) to such Restricted Subsidiary's consolidated assets (determined in accordance with GAAP) shall be less than 1.00 to 4.00 and (ii) the ratio of Consolidated Liabilities (less borrowings allowed and outstanding under this Agreement, deferred compensation, deferred income and allocation of income to minority interests in earnings of consolidated subsidiaries) to Consolidated Assets shall be less than 1.00 to 4.00; (e) Investments consisting of non-cash consideration received in connection with a sale or disposition of assets permitted under Section 6.05 hereofaggregate at any one time outstanding; and (fj) so long as there exists no Default or Event other investments, loans, and advances in addition to those otherwise permitted by this Section 8.9 in an amount not to exceed $500,000 in the aggregate at any one time outstanding. In determining the amount of Default investments, acquisitions, loans, and advances permitted under this Section 8.9, investments and acquisitions shall always be taken at the time original cost thereof (regardless of any such Investment is madesubsequent appreciation or depreciation therein), Investments (other than Investments described in clauses (a) through (e) above) to and loans and advances shall be taken at the extent the aggregate principal amount thereof made in any fiscal year does not exceed 10% of the Consolidated Assets as of the last day of the immediately preceding fiscal yearthen remaining unpaid.

Investments, Acquisitions, Loans and Advances. The Borrower will notNo Loan Party shall, and will not cause or nor shall it permit any of its Restricted Subsidiaries to, purchasedirectly or indirectly, hold make, retain or acquire have outstanding any Capital Stock, evidences investments (whether through purchase of indebtedness stock or other securities of, make obligations or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest otherwise) in, or make any acquisition of assets of any other Person as a going concern (each, an "Investment"), except: (a) Investments existing on the date hereof in the Capital Stock set forth on Schedule 6.04 hereto; (b) Permitted Investments; (c) Investments consisting of loans or advances to (i) a Wholly Owned Subsidiary that is a Restricted Subsidiary, provided that such loans or other than for travel advances are not subordinated and other similar cash advances made to any other Indebtedness or other obligations of such Restricted Subsidiary and rank pari passu with all senior, unsecured Indebtedness of such Restricted Subsidiary, or (ii) employees of the Borrower or the Wholly Owned Subsidiaries that are Restricted Subsidiaries, provided that such loans or advances are made in the ordinary course of business and other than accounts receivable arising in accordance with company policythe ordinary course of business), any other Person, or make any Acquisition, including any of the foregoing by way of division; provided, however, that the foregoing shall not apply to nor operate to prevent: (a) investments in Cash Equivalents; (b) existing investments in their respective Subsidiaries outstanding on the Closing Date; (c) (i) intercompany loans and advances made by one Loan Party to another Loan Party, and provided further that the proceeds of such loan or advance are used (ii) intercompany loans and advances made by one Excluded Subsidiary to finance employee related expenses (including relocation expenses and travel and entertainment expenses)another Excluded Subsidiary; (d) additional equity Investments in any Wholly Owned Subsidiary of the Borrower that is also a Restricted Subsidiary, provided that, immediately after giving effect thereto, (i) the ratio of such Restricted Subsidiary's consolidated liabilities (less borrowings by such Restricted Subsidiary allowed and outstanding under this Agreement, deferred compensation, deferred income and allocation of income to minority interests in earnings of consolidated subsidiaries) to such Restricted Subsidiary's consolidated assets (determined in accordance with GAAP) shall be less than 1.00 to 4.00 and (ii) the ratio of Consolidated Liabilities (less borrowings allowed and outstanding under this Agreement, deferred compensation, deferred income and allocation of income to minority interests in earnings of consolidated subsidiaries) to Consolidated Assets shall be less than 1.00 to 4.00investments constituting Permitted Intercompany Transfers; (e) Investments consisting so long as PBS is registered with the SEC as a registered broker dealer, (x) investments in PBS, provided that any such investment shall not be permitted hereunder if such investment exceeds the PBS Limit and is outstanding for more than seven (7) Business Days (or, if the requirements of PBS change after the Closing Date pursuant to law, rule, regulation or order or pursuant to the requirements of any clearing corporation or broker, such longer period as the Administrative Agent may approve from time to time) and (y) investments made by PBS in the ordinary course of business; (f) investments by any Loan Party and its Restricted Subsidiaries in connection with interest rate, foreign currency, and commodity Hedging Agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (g) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 8.10; (h) investments (including debt obligations and equity interests) received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business and upon foreclosure with respect to any secured investment or other transfer of title with respect to any secured investment; (i) Permitted Acquisitions; (j) Guarantees constituting Indebtedness permitted by Section 8.7; (k) bank deposits and securities accounts in the ordinary course of business; (l) non-cash consideration received, to the extent permitted by the Loan Documents, in connection with the Disposition of Property permitted by this Agreement; (m) investments existing on the date hereof listed on Schedule 8.9; (n) other investments, acquisitions, loans, and advances in addition to those otherwise permitted by this Section 8.9 in an amount not to exceed the greater of (x) $50,000,000 and (y) 25% of Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the most recently ended Test Period, in the aggregate at any one time outstanding; (o) investments the payment for which consists of equity interests in the Borrower (exclusive of disqualified stock), or with the proceeds received from the substantially concurrent issue of new equity interests in the Borrower (other than disqualified stock), so long as a sale or disposition Change of assets Control is not triggered; (p) to the extent constituting an investment, transactions otherwise permitted under Section 6.05 hereofby Sections 8.7, 8.8 and 8.12; and (fq) other investments, in an unlimited amount, so long as there exists (i) no Default or Event of Default has occurred and is continuing at the time of, or would result from, such investments, and (ii) after giving pro forma effect thereto, the Total Leverage Ratio is less than or equal to 2.00 to 1.00 at the time of making such investments. provided that (i) any investment that when made complies with the requirements of the definition of the term “Cash Equivalent” may continue to be held notwithstanding that such Investment investment if made thereafter would not comply with such requirements and (ii) any investment that is made, Investments (denominated in a currency other than Investments described U.S. Dollars and that was permitted at the time of investment by this covenant shall not violate this covenant thereafter due to any fluctuation in clauses currency values. In determining the amount of investments, acquisitions, loans, and advances permitted under this Section, investments and acquisitions shall always be taken at the original cost thereof (a) through (e) above) to regardless of any subsequent appreciation or depreciation therein), and loans and advances shall be taken at the extent the aggregate principal amount thereof made in any fiscal year does not exceed 10% of the Consolidated Assets as of the last day of the immediately preceding fiscal yearthen remaining unpaid.

Investments, Acquisitions, Loans and Advances. The Borrower will notNo Loan Party shall, and will not cause or nor shall it permit any of its Restricted Subsidiaries to, purchasedirectly or indirectly, hold make, retain or acquire have outstanding any Capital Stockinvestments (whether through purchase of stock or obligations or otherwise) in, evidences of indebtedness or other securities of, make or permit to exist any loans or advances toto (other than for travel advances and other similar cash advances made to employees in the ordinary course of business), any other Person, or make or permit to exist any investment acquire all or any other interest in, substantial part of the assets or make any acquisition of assets business of any other Person as a going concern (each, an "Investment"), exceptor division thereof; that the foregoing shall not apply to nor operate to prevent: (a) Investments existing on the date hereof in the Capital Stock set forth on Schedule 6.04 heretoCash Equivalents and Marketable Securities; (b) Permitted Investmentsthe Loan Parties’ existing investments in their respective Subsidiaries outstanding on the Closing Date; (c) Investments consisting intercompany advances made from time to time between any Loan Party or Subsidiary of loans any Loan Party and any other Loan Party or advances to (i) a Wholly Owned Subsidiary that is a Restricted Subsidiaryof any Loan Party in the ordinary course of business, provided that the aggregate amount of all such loans or intercompany advances made to Subsidiaries of a Loan Party that are not subordinated to Loan Parties or Subsidiaries of a Loan Party that are not Wholly-owned Subsidiaries shall not exceed an aggregate amount of $20,000,000 during any other Indebtedness or other obligations of such Restricted Subsidiary and rank pari passu with all senior, unsecured Indebtedness of such Restricted Subsidiary, or (ii) employees fiscal year of the Borrower or the Wholly Owned Borrower; (d) investments by any Loan Party and its Subsidiaries that are Restricted Subsidiariesin connection with interest rate, provided that such loans or advances are made foreign currency, and commodity Hedging Agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and in accordance with company policy, and provided further that the proceeds of such loan or advance are used to finance employee related expenses (including relocation expenses and travel and entertainment expenses); (d) additional equity Investments in any Wholly Owned Subsidiary of the Borrower that is also a Restricted Subsidiary, provided that, immediately after giving effect thereto, (i) the ratio of such Restricted Subsidiary's consolidated liabilities (less borrowings by such Restricted Subsidiary allowed and outstanding under this Agreement, deferred compensation, deferred income and allocation of income to minority interests in earnings of consolidated subsidiaries) to such Restricted Subsidiary's consolidated assets (determined in accordance with GAAP) shall be less than 1.00 to 4.00 and (ii) the ratio of Consolidated Liabilities (less borrowings allowed and outstanding under this Agreement, deferred compensation, deferred income and allocation of income to minority interests in earnings of consolidated subsidiaries) to Consolidated Assets shall be less than 1.00 to 4.00not for speculative purposes; (e) Investments consisting of promissory notes and other non-cash consideration received in connection with a sale dispositions permitted by Section 8.10; (f) investments (including debt obligations and equity interests) received in connection with the bankruptcy or disposition reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business and upon the foreclosure with respect to any secured investment or other transfer of title with respect to any secured investment; (g) Permitted Acquisitions; (h) purchases of assets in the ordinary course of business; (i) deposits made in the ordinary course of business to secure performance of leases or other obligations as permitted by Section 8.8; (j) other investments existing on the Closing Date not otherwise permitted above and listed and identified on Schedule 8.9; (k) investments in joint ventures in an amount not to exceed $30,000,000 at any time outstanding, provided that (i) no Default exists both immediately before and after giving effect to such investment, (ii) after giving pro forma effect to such investment, the Borrower and its Subsidiaries are in compliance with Section 8.22, and (iii) cash and Cash Equivalents of the Borrower and its Subsidiaries plus availability under Section 6.05 hereofthe Revolving Facility shall equal at least $50,000,000; and (fl) so long as there exists no Default or Event other investments, loans, and advances in addition to those otherwise permitted by this Section in an amount not to exceed $25,000,000 in the aggregate at any one time outstanding. In determining the amount of Default investments, acquisitions, loans, and advances permitted under this Section, investments and acquisitions shall always be taken at the time original cost thereof (regardless of any subsequent appreciation or depreciation therein), less any amount in respect of such Investment is madeinvestment upon sale, Investments collection or return (other than Investments described in clauses (anot to exceed the original cost thereof) through (e) above) to and loans and advances shall be taken at the extent the aggregate principal amount thereof made in any fiscal year does not exceed 10% of the Consolidated Assets as of the last day of the immediately preceding fiscal yearthen remaining unpaid.

Investments, Acquisitions, Loans and Advances. The Borrower Borrowers will not, and will not cause or permit any of its Restricted Subsidiaries other Loan Party to, purchase, hold purchase or acquire any Capital Stockcapital stock, evidences of indebtedness equity interest, or obligations or other securities of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any Person, including, without limitation, becoming a partner in any partnership or joint venture, or make any acquisition of assets Acquisition of any other Person as a going concern (eachor any advance, an "Investment")loan, extension of credit or capital contribution to any Person, or create, incur, assume or suffer to exist any Guarantee, or make any commitment for any of the foregoing, except: (ai) Investments those existing on the date hereof Closing Date and described on Schedule 7.05 provided that the Loan Parties may not increase the amount thereof (as reduced from time to time by any sale thereof), other than increases due solely to any change in the Capital Stock set forth on Schedule 6.04 heretovaluation thereof.; (bii) Permitted Investmentsinvestments in cash and Cash Equivalents; (ciii) Investments consisting extensions of credit in the nature of accounts receivable or notes receivable arising from the sale or lease of goods or services in the ordinary course of business; (iv) loans and advances for travel and entertainment expenses, relocation costs and similar purposes to officers and employees of the Loan Parties, all of which are incurred in the ordinary course of business, up to a maximum of $100,000 to any officer or employee and up to a maximum of $300,000 in the aggregate at any one time outstanding; and (v) Loans and advances by a Loan Party to any other Loan Party permitted under Section 7.04(iv); (ivi) a Wholly Owned Subsidiary that is a Restricted SubsidiaryAcquisitions, provided that (A) immediately before and after giving effect to such loans Acquisition, no Default or advances are not subordinated Potential Default shall exist or shall have occurred and be continuing and the representations and warranties contained in Article V shall be true and correct on and as of the date thereof (both before and after such Acquisition is consummated) as if made on the date such Acquisition is consummated, (B) at least five (5) Business Days’ prior to the consummation of such Acquisition, the Borrowers shall have provided to the Lender an opinion of counsel as to appropriate matters, and (C) at least five (5) Business Days’ prior to the consummation of such Acquisition, the Borrowers shall have provided to the Lender a certificate of a Responsible Officer of the Borrowers attaching pro forma computations acceptable to the Lender to demonstrate compliance with all financial covenants hereunder giving effect to the Acquisition and for the four fiscal quarters following such Acquisition, each stating that such Acquisition complies with this Section 7.05(vi), all laws and regulations and that any other conditions under this Agreement relating to such transaction have been satisfied, and such certificate shall contain such other information and certifications as requested by the Lender and be in form and substance satisfactory to the Lender, and (d) the board of directors (or similar governing body) and the management of the target of such Acquisition has approved such Acquisition; (vii) Guarantees existing or contemplated as of the Closing Date and listed in Schedule 7.05 attached hereto; and (viii) Guarantees constituting Indebtedness permitted by Section 7.04; (ix) investments consisting of non-cash consideration with respect to any sale of assets by the Loan Party; (x) investments by any Loan Party in any other Indebtedness or other obligations Loan Party; (xi) Investments not otherwise permitted by this Section 7.05 in an amount not to exceed $7,500,000 at anytime outstanding; and (xii) investments consisting of such Restricted Subsidiary and rank pari passu non-cash consideration with all senior, unsecured Indebtedness respect to any sale of such Restricted Subsidiary, or (ii) employees of the assets by any Borrower or any Loan Party; and (xiii) investments consisting of extensions of credit, including without limitation, in the Wholly Owned Subsidiaries that are Restricted Subsidiaries, provided that such loans nature of accounts receivable arising from the grant of trade credit or advances are made prepayments or similar transactions entered into in the ordinary course of business and investments by any Loan Party in accordance with company policy, and provided further that the proceeds of such loan satisfaction or advance are used partial satisfaction thereof from financially troubled account debtors to finance employee related expenses (including relocation expenses and travel and entertainment expenses); (d) additional equity Investments in any Wholly Owned Subsidiary of the Borrower that is also a Restricted Subsidiary, provided that, immediately after giving effect thereto, (i) the ratio of such Restricted Subsidiary's consolidated liabilities (less borrowings by such Restricted Subsidiary allowed and outstanding under this Agreement, deferred compensation, deferred income and allocation of income to minority interests in earnings of consolidated subsidiaries) to such Restricted Subsidiary's consolidated assets (determined in accordance with GAAP) shall be less than 1.00 to 4.00 and (ii) the ratio of Consolidated Liabilities (less borrowings allowed and outstanding under this Agreement, deferred compensation, deferred income and allocation of income to minority interests in earnings of consolidated subsidiaries) to Consolidated Assets shall be less than 1.00 to 4.00; (e) Investments consisting of non-cash consideration received in connection with a sale prevent or disposition of assets permitted under Section 6.05 hereof; and (f) so long as there exists no Default or Event of Default at the time any such Investment is made, Investments (other than Investments described in clauses (a) through (e) above) to the extent the aggregate amount thereof made in any fiscal year does not exceed 10% of the Consolidated Assets as of the last day of the immediately preceding fiscal yearlimit financial loss.

Investments, Acquisitions, Loans and Advances. The Borrower will notNo Loan Party shall, and will not cause or nor shall it permit any of its Restricted Subsidiaries to, purchasedirectly or indirectly, hold make, retain or acquire have outstanding any Capital Stockinvestments (whether through purchase of stock or obligations or otherwise) in, evidences of indebtedness or other securities of, make or permit to exist any loans or advances toto (other than for travel advances and other similar cash advances made to employees in the ordinary course of business), any other Person, or make or permit to exist any investment acquire all or any other interest in, substantial part of the assets or make any acquisition of assets business of any other Person as a going concern (eachor division thereof; provided, an "Investment")however, exceptthat the foregoing shall not apply to nor operate to prevent: (a) Investments existing on the date hereof in the Capital Stock set forth on Schedule 6.04 heretoCash Equivalents; (b) Permitted Investmentsthe Loan Parties’ existing investments in their respective Subsidiaries outstanding on the Closing Date; (c) Investments consisting intercompany advances made from time to time between the Loan Parties in the ordinary course of loans or business to finance their working capital needs; (d) intercompany advances from time to (i) time owing between a Wholly Owned Loan Party and any Subsidiary that is not a Restricted SubsidiaryGuarantor hereunder in the ordinary course of business to finance their working capital needs, provided that such loans or advances are not subordinated to any other Indebtedness or other obligations the aggregate amount of such Restricted Subsidiary and rank pari passu with all senior, unsecured Indebtedness of such Restricted Subsidiary, or (ii) employees of the Borrower or the Wholly Owned advances to Subsidiaries that are Restricted Subsidiaries, provided that not Guarantors hereunder together with any investments in such loans or advances Subsidiaries do not exceed $300,000 at any one time outstanding; (e) Permitted Acquisitions; (f) the Ocelot Acquisition to the extent the Ocelot Acquisition Conditions are substantially concurrently satisfied in connection therewith as of the date of the consummation of the Ocelot Acquisition; (g) other investments existing on the Closing Date not otherwise permitted by this Section 8.9 and listed and identified on Schedule 8.9; (h) investments in Construction Joint Ventures which are made in the ordinary course of business and in accordance with company policybusiness; provided, and provided further however, that the proceeds aggregate investments in Construction Joint Ventures shall not at any time exceed 15% of such loan or advance are used to finance employee related expenses (including relocation expenses the combined consolidated Net Worth of the Borrower and travel and entertainment expenses)its Subsidiaries; (di) additional equity Investments in any Wholly Owned Subsidiary loans and advances to employees of the Borrower that is also a Restricted Subsidiary, provided that, immediately after giving effect thereto, (i) Loan Parties in an amount not to exceed $1,250,000 in the ratio of such Restricted Subsidiary's consolidated liabilities (less borrowings by such Restricted Subsidiary allowed and outstanding under this Agreement, deferred compensation, deferred income and allocation of income to minority interests in earnings of consolidated subsidiaries) to such Restricted Subsidiary's consolidated assets (determined in accordance with GAAP) shall be less than 1.00 to 4.00 and (ii) the ratio of Consolidated Liabilities (less borrowings allowed and outstanding under this Agreement, deferred compensation, deferred income and allocation of income to minority interests in earnings of consolidated subsidiaries) to Consolidated Assets shall be less than 1.00 to 4.00; (e) Investments consisting of non-cash consideration received in connection with a sale or disposition of assets permitted under Section 6.05 hereofaggregate at any one time outstanding; and (fj) so long as there exists no Default or Event other investments, loans, and advances in addition to those otherwise permitted by this Section 8.9 in an amount not to exceed $500,000 in the aggregate at any one time outstanding. In determining the amount of Default investments, acquisitions, loans, and advances permitted under this Section 8.9, investments and acquisitions shall always be taken at the time original cost thereof (regardless of any such Investment is madesubsequent appreciation or depreciation therein), Investments (other than Investments described in clauses (a) through (e) above) to and loans and advances shall be taken at the extent the aggregate principal amount thereof made in any fiscal year does not exceed 10% of the Consolidated Assets as of the last day of the immediately preceding fiscal yearthen remaining unpaid.

Investments, Acquisitions, Loans and Advances. The Borrower will not, and will not cause or permit any of its Restricted Subsidiaries to, purchase, hold or acquire any Capital Stock, evidences of indebtedness or other securities of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, or make any acquisition of assets of any other Person as a going concern (each, an "InvestmentINVESTMENT"), except: (a) Investments existing on the date hereof in the Capital Stock set forth on Schedule SCHEDULE 6.04 hereto; (b) Permitted Investments; (c) Investments consisting of loans or advances to (i) a Wholly Owned Subsidiary that is a Restricted Subsidiary, provided that such loans or advances are not subordinated to any other Indebtedness or other obligations of such Restricted Subsidiary and rank pari passu with all senior, unsecured Indebtedness of such Restricted Subsidiary, or (ii) employees of the Borrower or the Wholly Owned Subsidiaries that are Restricted Subsidiaries, provided that such loans or advances are made in the ordinary course of business and in accordance with company policy, and provided further that the proceeds of such loan or advance are used to finance employee related expenses (including relocation expenses and travel and entertainment expenses); (d) additional equity Investments in any Wholly Owned Subsidiary of the Borrower that which is also a Restricted Subsidiary, in existence on the date hereof provided that, immediately after giving effect thereto, (i) the ratio of such Restricted Subsidiary's consolidated liabilities (less borrowings by such Restricted Subsidiary allowed and outstanding under this Agreement, deferred compensation, deferred income and allocation of income to minority interests in earnings of consolidated subsidiaries) to such Restricted Subsidiary's consolidated assets (determined in accordance with GAAP) shall be less than 1.00 to 4.00 and (ii) the ratio of Consolidated Liabilities (less borrowings allowed and outstanding under this Agreement, deferred compensation, deferred income and allocation of income to minority interests in earnings of consolidated subsidiaries) to Consolidated Assets shall be less than 1.00 to 4.00; (e) Investments consisting of non-cash consideration received in connection with a sale or disposition of assets permitted under Section 6.05 hereof; and (f) so long as there exists no Default or Event of Default at the time any such Investment is made, Investments (other than Investments described in clauses (a) through (e) above) to the extent the aggregate amount thereof made in any fiscal year does not exceed 10% of the Consolidated Assets as of the last day of the immediately preceding fiscal year.

Investments, Acquisitions, Loans and Advances. The Borrower will shall not, and will not cause or nor shall it permit any of its Restricted Material Subsidiaries (other than the Insurance Subsidiaries and the Financing Subsidiaries) to, purchasedirectly or indirectly, hold make, retain or acquire have outstanding any Capital Stock, evidences of indebtedness or other securities of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, Investments or make any acquisition of assets of any other Person as a going concern (eachAcquisitions; provided, an "Investment")however, exceptthat the foregoing shall not apply to nor operate to prevent: (ai) Investments existing on investments in direct obligations of the United States of America or of any agency or instrumentality thereof whose obligations constitute full faith and credit obligations of the United States of America, provided that any such obligations shall mature within one year of the date hereof in the Capital Stock set forth on Schedule 6.04 heretoof issuance thereof; (bii) Permitted Investmentsinvestments in commercial paper rated at least P-1 by Xxxxx’x and at least A-1 by S&P maturing within one year of the date of issuance thereof; (iii) investments in certificates of deposit issued by any Lender or by any United States commercial bank having capital and surplus of not less than $100,000,000 which have a maturity of one year or less; (iv) investments in repurchase obligations with a term of not more than 7 days for underlying Securities of the types described in subsection (a) above entered into with any bank meeting the qualifications specified in subsection (c) Investments consisting above, provided all such agreements require physical delivery of loans or advances the Securities securing such repurchase agreement, except those delivered through the Federal Reserve Book Entry System; (v) investments in money market funds that invest solely, and which are restricted by their respective charters to invest solely, in investments of the type described in the immediately preceding subsections (i), (ii), (iii), and (iv) above; (vi) the Borrower’s investments from time to time in the Subsidiary Guarantors, and investments made from time to time by a Wholly Owned Subsidiary Guarantors in or more of its Subsidiaries that is also a Restricted Subsidiary, provided that such loans or Subsidiary Guarantor; (vii) intercompany advances are not subordinated made from time to any other Indebtedness or other obligations of such Restricted Subsidiary and rank pari passu with all senior, unsecured Indebtedness of such Restricted Subsidiary, or (ii) employees of time by the Borrower or the Wholly Owned Subsidiaries that are Restricted Subsidiaries, provided that such loans any Material Subsidiary thereof to Borrower or advances are made any Subsidiary Guarantor in the ordinary course of business and in accordance with company policy, and provided further that the proceeds of such loan or advance are used to finance employee related expenses (including relocation expenses working capital needs, payroll and travel and entertainment expenses)income taxes; (dviii) additional equity Investments Permitted Acquisitions; (ix) investments in the Borrower’s Subsidiaries and other investments in each case existing on the Closing Date disclosed on Schedule 7.3 and refinancings, replacements, amendments and extensions thereof that do not increase the principal amount thereof; (x) investments made after the Closing Date in any Wholly Owned Insurance Subsidiary of the Borrower that is also a Restricted and Financing Subsidiary, provided that, immediately after giving effect thereto, so long as the aggregate initial value (i) the ratio of such Restricted Subsidiary's consolidated liabilities (less borrowings by such Restricted Subsidiary allowed and outstanding under this Agreement, deferred compensation, deferred income and allocation of income to minority interests in earnings of consolidated subsidiaries) to such Restricted Subsidiary's consolidated assets (as determined in accordance with GAAPGAAP but without regard to any write-up or write-down of the initial value) shall be less than 1.00 to 4.00 and (ii) the ratio of Consolidated Liabilities (less borrowings allowed and outstanding under this Agreement, deferred compensation, deferred income and allocation of income to minority interests in earnings of consolidated subsidiaries) to Consolidated Assets shall be less than 1.00 to 4.00; (e) Investments consisting of non-cash consideration received in connection with a sale or disposition of assets permitted under Section 6.05 hereof; and (f) so long as there exists no Default or Event of Default at the time any all such Investment is made, Investments (other than Investments described in clauses (a) through (e) above) to the extent the aggregate amount thereof made in any fiscal year investments does not exceed 10% of the Consolidated Assets Borrower’s total assets (as shown on the most recent audited financial statements of the last day Borrower) at the time of investment; (xi) the issuance by the Issuing Lender of Letters of Credit in an aggregate amount not to exceed at any time $5,000,000 for the account or for the benefit of the immediately preceding fiscal yearBorrower’s Insurance Subsidiaries; (xii) additional investments made pursuant to the GCC Operating Agreement and GCC Investment Agreement in an aggregate amount, together with all obligations permitted under subsection 7.1(xiii), not to exceed $15,000,000; (xiii) investments held from time to time in the Rabbi Trust; and (xiv) other investments, loans and advances in addition to those otherwise permitted by this subsection 7.3 in an amount not to exceed 10% of the Borrower’s total assets at the time of investment. For purposes of compliance with this subsection: (x) if any Investment or Acquisition meets the criteria set forth in more than one of clauses (i) through (xiv) of this subsection then Borrower may classify or reclassify such Investment or Acquisition in any manner that complies with this subsection and such Investment or Acquisition shall be treated as having been permitted pursuant to only one of the clauses of this subsection; and (y) any Investment or Acquisition meeting the criteria set forth in more than one of clauses (i) through (xiv) of this subsection may be divided and classified among more than one of the clauses of this subsection. In determining the amount of investments, acquisitions, loans, and advances permitted under this Section, investments and acquisitions shall always be taken at the original cost thereof (regardless of any subsequent appreciation or depreciation therein), and loans and advances shall be taken at the principal amount thereof then remaining unpaid.