Common use of Investments; Acquisitions Clause in Contracts

Investments; Acquisitions. Company and Borrowers shall not, and shall not permit any of its or their Restricted Subsidiaries to, directly or indirectly, make or own any Investment in any Person or acquire, by purchase or otherwise, all or substantially all the business, property or fixed assets of, or Capital Stock or other ownership interest of any Person, or any division or line of business of any Person (each such acquisition, an “Acquisition”) except: (i) Company and its Restricted Domestic Subsidiaries may make and own Investments in Cash Equivalents and the Restricted Foreign Subsidiaries may make and own Investments in Cash Equivalents and short term investments similar to Cash Equivalents customarily used in the countries in which they are located; (ii) Company and its Restricted Subsidiaries may continue to own the Investments owned by them as of the Closing Date in any Restricted Subsidiaries of Company, and Company and its Restricted Subsidiaries may make and own additional equity Investments in Loan Parties (other than OI Europe or O-I Canada), and Restricted Subsidiaries that are not Loan Parties may make and own additional equity investments in other non-Loan Parties; (iii) Company and its Restricted Subsidiaries may make intercompany loans to the extent permitted under Section 8.1(iv); (iv) Company and its Restricted Subsidiaries may continue to own the Investments owned by them and described in Schedule 8.3 annexed hereto; (v) Company and its Restricted Subsidiaries may make Acquisitions (and Company and its Restricted Domestic Subsidiaries may make Investments in Restricted Foreign Subsidiaries necessary to consummate any such Acquisition) so long as immediately after giving effect to such Acquisition, (i) the Borrowers are in compliance with the financial covenant set forth in Article IX as of the last day of the Fiscal Quarter most recently ended calculated on a Pro Forma Basis after giving effect to such Acquisition; provided, that the determination of compliance for this Section 8.3(v)(i) may be made as of either the signing of the acquisition or purchase agreement or the closing of such Acquisition at the Borrowers’ option; and (ii) with respect to any Acquisition for which the purchase consideration is in excess of $100,000,000, the Total Available Revolving Commitment is at least $150,000,000; (vi) Company and its Restricted Subsidiaries may make additional Investments in their respective Restricted Foreign Subsidiaries; (vii) Company and its Restricted Subsidiaries may make and own Investments arising in connection with Commodities Agreements entered into in accordance with current industry practice (at the time of making any such Investment) or the past practices of Company and its Restricted Subsidiaries; (viii) Company may acquire and hold obligations of one or more officers or other employees of Company or its Restricted Subsidiaries in connection with such officers’ or employees’ acquisition of shares of Holdings’ common stock, so long as no cash is actually advanced by Company or any of its Restricted Subsidiaries to such officers or employees in connection with the acquisition of any such obligations; (ix) Company and its Restricted Subsidiaries may receive and hold promissory notes and other non-cash consideration received in connection with any Asset Sale or other sales of assets permitted by Section 8.7; (x) Company and its Restricted Subsidiaries may acquire Securities in connection with the satisfaction or enforcement of Indebtedness or claims due or owing to Company or any of its Restricted Subsidiaries or as security for any such Indebtedness or claim; (xi) In addition to Investments permitted by the other clauses of this Section, Company and its Restricted Subsidiaries may make and own other Investments (including Investments in Unrestricted Subsidiaries) after the Closing Date so long as (a) no Event of Default or Unmatured Event of Default has occurred and is continuing or would result therefrom and (b) Company and its Restricted Subsidiaries are in compliance with the covenant set forth in Article IX (but without giving effect to any increase in the level set forth therein in any Trigger Quarter or any subsequent Fiscal Quarter in which such increase applies) as of the last day of the Fiscal Quarter most recently ended calculated on a Pro Forma Basis after giving effect to such Investment; provided that during a Trigger Quarter and any subsequent Fiscal Quarter in which an increase to the financial covenant level set forth in Article IX applies, Investments permitted by this clause (xi) shall increase by $250,000,000 less the aggregate amount of Restricted Payments made as of such date of determination pursuant to the proviso to Section 8.5(vi); (xii) other Investments made after the Closing Date not constituting Acquisitions not in excess of $250,000,000 at any time outstanding; and (xiii) Company and its Restricted Subsidiaries may enter into and consummate transactions described in Sections 8.7(i) and (ix).; and (xiv) Investments in Survivor Party pursuant to the Specified Modernization Transaction substantially concurrently with the consummation thereof.

Investments; Acquisitions. Company and Borrowers shall not, and shall not permit any of its or their Restricted Subsidiaries to, directly or indirectly, make or own any Investment in any Person or acquire, by purchase or otherwise, all or substantially all the business, property or fixed assets of, or Capital Stock or other ownership interest of any Person, or any division or line of business of any Person (each such acquisition, an “Acquisition”) except: (i) Company and its Restricted Domestic Subsidiaries may make and own Investments in Cash Equivalents and the Restricted Foreign Subsidiaries may make and own Investments in Cash Equivalents and short term investments similar to Cash Equivalents customarily used in the countries in which they are located; (ii) Company and its Restricted Subsidiaries may continue to own the Investments owned by them as of the Closing Date in any Restricted Subsidiaries of Company, and Company and its Restricted Subsidiaries may make and own additional equity Investments in Loan Parties (other than OI Europe or O-I Canada), Europe) and Restricted Foreign Subsidiaries that are not Loan Parties may make and own additional equity investments in other non-Loan Parties; (iii) Company and its Restricted Subsidiaries may make intercompany loans to the extent permitted under Section 8.1(ivsubsection 6.1(iv); (iv) Company and its Restricted Subsidiaries may continue to own the Investments owned by them and described in Schedule 8.3 6.3 annexed hereto; (v) Company and its Restricted Subsidiaries may make Acquisitions (and Company and its Restricted Domestic Subsidiaries may make Investments in Restricted Foreign Subsidiaries necessary to consummate any such Acquisition) so long as immediately after giving effect to such Acquisition, (i) the Borrowers are in compliance with the financial covenant set forth in Article IX subsection 6.6 as of the last day of the Fiscal Quarter most recently ended calculated on a Pro Forma Basis after giving effect to such Acquisition; providedAcquisition and, that the determination of compliance for this Section 8.3(v)(i) may be made as of either the signing of the acquisition or purchase agreement or the closing of any such Acquisition at the Borrowers’ option; and (ii) with respect to any Acquisition for which the purchase consideration is in excess of $100,000,000, the aggregate Multicurrency Revolving Loan Commitments plus US Revolving Loan Commitments then in effect exceed the aggregate respective Total Available Utilization of Multicurrency Revolving Commitment is Loan Commitments and Total Utilization of US Revolving Loan Commitments by at least $150,000,000; (vi) Company and its Restricted Subsidiaries may make additional Investments in their respective Restricted Foreign Subsidiaries; (vii) Company and its Restricted Subsidiaries may make and own Investments arising in connection with Commodities Agreements entered into in accordance with current industry practice (at the time of making any such Investment) or the past practices of Company and its Restricted Subsidiaries; (viii) Company may acquire and hold obligations of one or more officers or other employees of Company or its Restricted Subsidiaries in connection with such officers’ or employees’ acquisition of shares of Holdings’ common stock, so long as no cash is actually advanced by Company or any of its Restricted Subsidiaries to such officers or employees in connection with the acquisition of any such obligations; (ix) Company and its Restricted Subsidiaries may receive and hold promissory notes and other non-cash consideration received in connection with any Asset Sale or other sales of assets permitted by Section 8.7subsection 6.7; (x) Company and its Restricted Subsidiaries may acquire Securities in connection with the satisfaction or enforcement of Indebtedness or claims due or owing to Company or any of its Restricted Subsidiaries or as security for any such Indebtedness or claim; (xi) In addition to Investments permitted by the other clauses of this Sectionsubsection, Company and its Restricted Subsidiaries may make and own other Investments (including Investments in Unrestricted Subsidiaries) after the Closing Date so long as in an aggregate amount not to exceed an amount equal to (a) no Event 15% of Default or Unmatured Event of Default has occurred and is continuing or would result therefrom and (b) Company and its Restricted Subsidiaries are in compliance with the covenant set forth in Article IX (but without giving effect to any increase in the level set forth therein in any Trigger Quarter or any subsequent Fiscal Quarter in which such increase applies) as of the last day of the Fiscal Quarter most recently ended Company’s Consolidated Tangible Net Assets calculated on a Pro Forma Basis after giving effect to such Investment; provided that during a Trigger Quarter and any subsequent Fiscal Quarter in which an increase to plus (b) the financial covenant level set forth in Article IX applies, Investments permitted by this clause (xi) shall increase by $250,000,000 less the aggregate amount of Restricted Payments made as of such date of determination Consolidated Excess Cash Flow not required to be applied to prepay Loans pursuant to subsection 2.4B(ii)(b) plus (c) the proviso amount of net Cash proceeds contributed to Section 8.5(vi); (xii) other Investments made after the Closing Date not constituting Acquisitions not in excess Company by Holdings from issuances of $250,000,000 at any time outstandingHoldings Common Stock or Permitted Preferred Stock; and (xiiixii) Company and its Restricted Subsidiaries may enter into and consummate transactions described in Sections 8.7(isubsection 6.7(i) and (ix6.7(ix).; and (xiv) Investments in Survivor Party pursuant to the Specified Modernization Transaction substantially concurrently with the consummation thereof.

Investments; Acquisitions. Company and Borrowers shall notPurchase, and shall not permit any of its own, invest in or their Restricted Subsidiaries tootherwise ------------------------- Acquire, directly or indirectly, make any stock or own any Investment in any Person other securities or acquire, by purchase or otherwise, all or substantially all of the business, property or fixed assets ofassets, or Capital Stock make or permit to exist any interest whatsoever in any other ownership interest of Person or permit to exist any loans or advances to any Person; provided, however, the Borrower and its Subsidiaries may maintain -------- ------- investments or any division invest in or line of business of any Person (each such acquisition, an “Acquisition”) except:Acquire (i) Company and its Restricted Domestic Subsidiaries may make and own Investments in Cash Equivalents and the Restricted Foreign Subsidiaries may make and own Investments in Cash Equivalents and short term investments similar to Cash Equivalents customarily used in the countries in which they are locatedEligible Securities; (ii) Company and its Restricted Subsidiaries may continue to own the Investments owned by them investments existing as of the Closing Date date hereof and as set forth in any Restricted Subsidiaries of Company, and Company and its Restricted Subsidiaries may make and own additional equity Investments in Loan Parties (other than OI Europe or O-I Canada), and Restricted Subsidiaries that are not Loan Parties may make and own additional equity investments in other non-Loan Parties;Schedule 7.01(d) attached hereto; ---------------- (iii) Company accounts receivable arising and its Restricted Subsidiaries may make intercompany loans trade credit granted in the ordinary course of business and any securities received in satisfaction or partial satisfaction thereof in connection with accounts of financially troubled Persons to the extent permitted under Section 8.1(iv)reasonably necessary in order to prevent or limit loss; (iv) Company and its Restricted Subsidiaries may continue to own the Investments owned by them and described in Schedule 8.3 annexed hereto; (v) Company and its Restricted Subsidiaries may make Acquisitions (and Company and its Restricted Domestic Subsidiaries may make Investments in Restricted Foreign Subsidiaries necessary to consummate any such Acquisition) so long as (A) the Person to be (or whose assets are to be) Acquired does not oppose such Acquisition and the line or lines of business of the Person to be Acquired are substantially the same as one or more line or lines of business conducted by the Borrower and its Subsidiaries or compliments the existing business of the Borrower and its Subsidiaries, (B) no Default or Event of Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition, Acquisition and the Borrower shall have furnished to the Agent (ix) the Borrowers are in compliance with the proforma historical financial covenant set forth in Article IX statements as of the last day end of the Fiscal Quarter most recently ended calculated on a Pro Forma Basis after Fiscal Year of the Borrower and the most recently ended fiscal quarter, if applicable, giving effect to such Acquisition; providedAcquisition and containing adjustments to Consolidated EBITDA as set forth in the definition of Adjusted Consolidated EBITDA, that the determination of compliance for this Section 8.3(v)(i) may be made as of either the signing of the acquisition or purchase agreement or the closing of such Acquisition at the Borrowers’ option; and (iiy) with respect to any Acquisition for which the purchase consideration is Cost of Acquisition equals or exceeds $10,000,000, audited, if available, and otherwise unaudited, balance sheet and statements of income, cash flows and shareholders equity of the Person to be acquired for its most recently ended fiscal year and unaudited such statements for each fiscal quarter thereafter; provided that the Agent in excess its sole discretion -------- may require an audit if unaudited statements are unavailable, and (z) a Compliance Certificate in the form of $100,000,000Exhibit J prepared on an historical --------- proforma basis giving effect to such Acquisition, which Compliance Certificate shall demonstrate that no Default or Event of Default would exist immediately after giving effect thereto based on the use of Adjusted Consolidated EBITDA for purposes of compliance with Section 9.01, (C) the ------------ Person Acquired shall be a wholly-owned Subsidiary, or be merged into the Borrower or a wholly-owned Subsidiary (or if assets are being Acquired, the Total Available Revolving Commitment acquiror shall be the Borrower or a wholly-owned Subsidiary), (D) the consent of the Required Lenders shall be required if (1) the Person to be (or whose assets are to be ) Acquired is at least domiciled outside the United States of America, (2) if the Cost of Acquisition shall (x) exceed $150,000,00010,000,000 for any single Acquisition or (y) exceed $20,000,000 during any twelve-month period after the Closing Date or (3) the Consolidated Leverage Ratio would exceed 3.00 to 1.00 on a pro forma basis giving effect to such Acquisition and (E) copies of all legal and financial information and documentation, which, in the Agent's reasonable judgment is required to evaluate any proposed Acquisition, shall be delivered to the Agent ten (10) Business Days prior to any Acquisition; (v) loans and advances to and investments in Subsidiaries so long as such Subsidiary shall be a Guarantor or shall become a Guarantor pursuant to Section 8.19 within not less than thirty (30) days after the receipt of ------------ the proceeds of the first such loan, advance or investment; (vi) Company and its Restricted Subsidiaries may make additional Investments investments in their respective Restricted Foreign Subsidiaries;the form of ownership of the capital stock of any Subsidiary; and (vii) Company and its Restricted Subsidiaries may make and own Investments arising in connection with Commodities Agreements entered into in accordance with current industry practice (at the time of making any such Investment) or the past practices of Company and its Restricted Subsidiaries; (viii) Company may acquire and hold obligations of one or more officers or other employees of Company or its Restricted Subsidiaries in connection with such officers’ or employees’ acquisition of shares of Holdings’ common stock, so long as no cash is actually advanced by Company or any of its Restricted Subsidiaries to such officers or employees in connection with the acquisition guarantees of any such obligations; (ix) Company and its Restricted Subsidiaries may receive and hold promissory notes and other non-cash consideration received in connection with any Asset Sale or other sales Indebtedness of assets a Subsidiary permitted by under Section 8.7; (x) Company and its Restricted Subsidiaries may acquire Securities in connection with the satisfaction or enforcement of Indebtedness or claims due or owing to Company or any of its Restricted Subsidiaries or as security for any such Indebtedness or claim; (xi) In addition to Investments permitted by the other clauses of this Section, Company and its Restricted Subsidiaries may make and own other Investments (including Investments in Unrestricted Subsidiaries) after the Closing Date so long as (a) no Event of Default or Unmatured Event of Default has occurred and is continuing or would result therefrom and (b) Company and its Restricted Subsidiaries are in compliance with the covenant set forth in Article IX (but without giving effect to any increase in the level set forth therein in any Trigger Quarter or any subsequent Fiscal Quarter in which such increase applies) as of the last day of the Fiscal Quarter most recently ended calculated on a Pro Forma Basis after giving effect to such Investment; provided that during a Trigger Quarter and any subsequent Fiscal Quarter in which an increase to the financial covenant level set forth in Article IX applies, Investments permitted by this clause (xi) shall increase by $250,000,000 less the aggregate amount of Restricted Payments made as of such date of determination pursuant to the proviso to Section 8.5(vi); (xii) other Investments made after the Closing Date not constituting Acquisitions not in excess of $250,000,000 at any time outstanding; and (xiii) Company and its Restricted Subsidiaries may enter into and consummate transactions described in Sections 8.7(i) and (ix).; and (xiv) Investments in Survivor Party pursuant to the Specified Modernization Transaction substantially concurrently with the consummation thereof.9.06 hereof. ------------

Investments; Acquisitions. Company and Borrowers shall not, and shall not permit any of its or their Restricted Subsidiaries to, directly or indirectly, make or own any Investment in any Person or acquire, by purchase or otherwise, all or substantially all the business, property or fixed assets of, or Capital Stock or other ownership interest of any Person, or any division or line of business of any Person (each such acquisition, an “Acquisition”) except: (i) Company and its Restricted Domestic Subsidiaries may make and own Investments in Cash Equivalents and the Restricted Foreign Subsidiaries may make and own Investments in Cash Equivalents and short term investments similar to Cash Equivalents customarily used in the countries in which they are located; (ii) Company and its Restricted Subsidiaries may continue to own the Investments owned by them as of the Closing Date in any Restricted Subsidiaries of Company, and Company and its Restricted Subsidiaries may make and own additional equity Investments in Loan Parties (other than OI Europe or O-I Canada), and Restricted Subsidiaries that are not Loan Parties may make and own additional equity investments in other non-Loan Parties; (iii) Company and its Restricted Subsidiaries may make intercompany loans to the extent permitted under Section 8.1(iv); (iv) Company and its Restricted Subsidiaries may continue to own the Investments owned by them and described in Schedule 8.3 annexed hereto; (v) Company and its Restricted Subsidiaries may make Acquisitions (and Company and its Restricted Domestic Subsidiaries may make Investments in Restricted Foreign Subsidiaries necessary to consummate any such Acquisition) so long as immediately after giving effect to such Acquisition, (i) the Borrowers are in compliance with the financial covenant set forth in Article IX as of the last day of the Fiscal Quarter most recently ended calculated on a Pro Forma Basis after giving effect to such Acquisition; , provided, that the determination of compliance for this Section 8.3(v)(i) may be made as of either the signing of the acquisition or purchase agreement or the closing of such Acquisition at the Borrowers’ option; and (ii) with respect to any Acquisition for which the purchase consideration is in excess of $100,000,000, the Total Available Revolving Commitment is at least $150,000,000; (vi) Company and its Restricted Subsidiaries may make additional Investments in their respective Restricted Foreign Subsidiaries; (vii) Company and its Restricted Subsidiaries may make and own Investments arising in connection with Commodities Agreements entered into in accordance with current industry practice (at the time of making any such Investment) or the past practices of Company and its Restricted Subsidiaries; (viii) Company may acquire and hold obligations of one or more officers or other employees of Company or its Restricted Subsidiaries in connection with such officers’ or employees’ acquisition of shares of Holdings’ common stock, so long as no cash is actually advanced by Company or any of its Restricted Subsidiaries to such officers or employees in connection with the acquisition of any such obligations; (ix) Company and its Restricted Subsidiaries may receive and hold promissory notes and other non-cash consideration received in connection with any Asset Sale or other sales of assets permitted by Section 8.7; (x) Company and its Restricted Subsidiaries may acquire Securities in connection with the satisfaction or enforcement of Indebtedness or claims due or owing to Company or any of its Restricted Subsidiaries or as security for any such Indebtedness or claim; (xi) In addition to Investments permitted by the other clauses of this Section, Company and its Restricted Subsidiaries may make and own other Investments (including Investments in Unrestricted Subsidiaries) after the Closing Date so long as (a) no Event of Default or Unmatured Event of Default has occurred and is continuing or would result therefrom and (b) Company and its Restricted Subsidiaries are in compliance with the covenant set forth in Article IX (but without giving effect to any increase in the level set forth therein in any Trigger Quarter or any subsequent Fiscal Quarter in which such increase applies) as of the last day of the Fiscal Quarter most recently ended calculated on a Pro Forma Basis after giving effect to such Investment; provided that during a Trigger Quarter and any subsequent Fiscal Quarter in which an increase to the financial covenant level set forth in Article IX applies, Investments permitted by this clause (xi) shall increase by $250,000,000 less the aggregate amount of Restricted Payments made as of such date of determination pursuant to the proviso to Section 8.5(vi); (xii) other Investments made after the Closing Date not constituting Acquisitions not in excess of $250,000,000 at any time outstanding; and (xiii) Company and its Restricted Subsidiaries may enter into and consummate transactions described in Sections 8.7(i) and (ix).; and (xiv) Investments in Survivor Party pursuant to the Specified Modernization Transaction substantially concurrently with the consummation thereof.

Investments; Acquisitions. Company and Borrowers shall notPurchase, and shall not permit any of its own, invest in or their Restricted Subsidiaries tootherwise Acquire, directly or indirectly, make any stock or own any Investment in any Person other securities or acquire, by purchase or otherwise, all or substantially all of the business, property or fixed assets ofassets, or Capital Stock make or permit to exist any interest whatsoever in any other ownership interest of Person or permit to exist any loans or advances to any Person; provided, Borrower and its Subsidiaries may maintain investments or any division invest in or line of business of any Person (each such acquisition, an “Acquisition”) except:Acquire (i) Company and its Restricted Domestic Subsidiaries may make and own Investments in Cash Equivalents and the Restricted Foreign Subsidiaries may make and own Investments in Cash Equivalents and short term investments similar to Cash Equivalents customarily used in the countries in which they are locatedEligible Securities; (ii) Company investments existing as of the date hereof and as set forth in Schedule 6.01(d) attached hereto; (iii) accounts receivable arising and trade credit granted in the ordinary course of business and any securities received in satisfaction or partial satisfaction thereof in connection with accounts of financially troubled Persons to the extent reasonably necessary in order to prevent or limit loss; (iv) Acquisitions so long as (A) the Acquisition is not opposed by the Person who is being acquired or whose assets are being acquired, (B) the Cost of Acquisition of any Person does not exceed ten percent (10%) of Consolidated Shareholders' Equity and (C) if the Person or assets so acquired on a pro forma historical basis as at the date of the Acquisition or for the Four-Quarter Period most recently ended preceding the date of Acquisition owned assets or generated income, which when consolidated with the assets and pre-tax income of the Borrower and its Restricted Subsidiaries, constitute ten percent (10%) or more of the Consolidated Total Assets or Consolidated Pre-Tax Income, then the Borrower shall furnish to the Agent prior to completing such Acquisition a certificate in the form of Exhibit H, which certificate demonstrates that on a pro forma historical basis no Default or Event of Default exists under this Agreement; (v) loans and advances to and investments in Subsidiaries may continue so long as loans and advances to own and investments in all Subsidiaries which are not Guarantors do not exceed at any time an aggregate of $50,000,000; provided, however, that nothing contained in this Section shall limit the right of Borrower and its Subsidiaries to make payments in the ordinary course of business on behalf of customers of Borrower or its Subsidiaries rendering temporary staffing services (the "private label business") where payments by recipients of such staffing services from such customers of Borrower or its Subsidiaries are remitted directly to the Borrower or its Subsidiaries; (vi) loans and advances to and investments in Persons who are not Subsidiaries so long as (i) such Person derives the majority of its revenues from providing staffing, consulting and outsourcing services, and (ii) such loans and advances to and investments in such Persons do not exceed at any time an aggregate of $25,000,000; (vii) Investments owned by them as of the Closing Date in any Restricted Subsidiaries the form of Company, and Company and its Restricted Subsidiaries may make and own additional equity Investments in Loan Parties (other than OI Europe or O-I Canada), and Restricted Subsidiaries that are not Loan Parties may make and own additional equity investments in other non-Loan Parties; (iii) Company and its Restricted Subsidiaries may make intercompany loans to the extent permitted under Section 8.1(iv); (iv) Company and its Restricted Subsidiaries may continue to own the Investments owned by them and described in Schedule 8.3 annexed hereto; (v) Company and its Restricted Subsidiaries may make Acquisitions (and Company and its Restricted Domestic Subsidiaries may make Investments in Restricted Foreign Subsidiaries necessary to consummate any such Acquisition) so long as immediately after giving effect to such Acquisition, (i) the Borrowers are in compliance with the financial covenant set forth in Article IX as ownership of the last day of the Fiscal Quarter most recently ended calculated on capital stock in a Pro Forma Basis after giving effect to such Acquisition; provided, that the determination of compliance for this Section 8.3(v)(i) may be made as of either the signing of the acquisition or purchase agreement or the closing of such Acquisition at the Borrowers’ option; and (ii) with respect to any Acquisition for which the purchase consideration is in excess of $100,000,000, the Total Available Revolving Commitment is at least $150,000,000; (vi) Company and its Restricted Subsidiaries may make additional Investments in their respective Restricted Foreign Subsidiaries; (vii) Company and its Restricted Subsidiaries may make and own Investments arising in connection with Commodities Agreements entered into in accordance with current industry practice (at the time of making any such Investment) or the past practices of Company and its Restricted SubsidiariesSubsidiary; (viii) Company may acquire and hold obligations of one or more officers or other employees of Company or its Restricted Subsidiaries in connection with such officers’ or employees’ acquisition of shares of Holdings’ common stock, so long as no cash is actually advanced by Company or any of its Restricted Subsidiaries to such officers or employees in connection with the acquisition guarantees of any such obligations;Indebtedness (that is permitted by Section 8.04 hereof) of a Guarantor; and (ix) Company loans and advances to employees of the Borrower and its Restricted Subsidiaries may receive and hold promissory notes and other non-cash consideration received in connection with any Asset Sale or other sales of assets permitted by Section 8.7; (x) Company and its Restricted Subsidiaries may acquire Securities in connection with the satisfaction or enforcement of Indebtedness or claims due or owing to Company or any of its Restricted Subsidiaries or as security for any such Indebtedness or claim; (xi) In addition to Investments permitted by the other clauses of this Section, Company and its Restricted Subsidiaries may make and own other Investments (including Investments in Unrestricted Subsidiariesbridge and relocation loans) after the Closing Date so long as (a) no Event of Default or Unmatured Event of Default has occurred and is continuing or would result therefrom and (b) Company and its Restricted Subsidiaries are in compliance with the covenant set forth in Article IX (but without giving effect to any increase made in the level set forth therein ordinary course of business in any Trigger Quarter or any subsequent Fiscal Quarter an amount not to exceed $2,000,000 in which such increase applies) as of the last day of the Fiscal Quarter most recently ended calculated on a Pro Forma Basis after giving effect to such Investment; provided that during a Trigger Quarter and any subsequent Fiscal Quarter in which an increase to the financial covenant level set forth in Article IX applies, Investments permitted by this clause (xi) shall increase by $250,000,000 less the aggregate amount of Restricted Payments made as of such date of determination pursuant to the proviso to Section 8.5(vi); (xii) other Investments made after the Closing Date not constituting Acquisitions not in excess of $250,000,000 outstanding at any time outstanding; and (xiii) Company and its Restricted Subsidiaries may enter into and consummate transactions described in Sections 8.7(i) and (ix)one time.; and (xiv) Investments in Survivor Party pursuant to the Specified Modernization Transaction substantially concurrently with the consummation thereof.

Investments; Acquisitions. Company and Borrowers shall notPurchase, and shall not permit any of its own, invest in or their Restricted Subsidiaries tootherwise ------------------------- Acquire, directly or indirectly, make any stock or own any Investment in any Person other securities or acquire, by purchase or otherwise, all or substantially all of the business, property or fixed assets ofassets, or Capital Stock make or permit to exist any interest whatsoever in any other ownership interest of Person or permit to exist any loans or advances to any Person; provided, Borrower and its Subsidiaries may maintain investments or any division -------- invest in or line of business of any Person (each such acquisition, an “Acquisition”) except:Acquire (i) Company and its Restricted Domestic Subsidiaries may make and own Investments in Cash Equivalents and the Restricted Foreign Subsidiaries may make and own Investments in Cash Equivalents and short term investments similar to Cash Equivalents customarily used in the countries in which they are locatedEligible Securities; (ii) Company and its Restricted Subsidiaries may continue to own the Investments owned by them investments existing as of the Closing Date date hereof and as set forth in any Restricted Subsidiaries of Company, and Company and its Restricted Subsidiaries may make and own additional equity Investments in Loan Parties (other than OI Europe or O-I Canada), and Restricted Subsidiaries that are not Loan Parties may make and own additional equity investments in other non-Loan Parties;Schedule 7.01(d) attached hereto; ---------------- (iii) Company accounts receivable arising and its Restricted Subsidiaries may make intercompany loans trade credit granted in the ordinary course of business and any securities received in satisfaction or partial satisfaction thereof in connection with accounts of financially troubled Persons to the extent permitted under Section 8.1(iv)reasonably necessary in order to prevent or limit loss; (iv) Company Acquisitions so long as (A) the Acquisition is not opposed by the Person who is being acquired or whose assets are being acquired, (B) the Cost of Acquisition of any Person does not exceed ten percent (10%) of Consolidated Shareholders' Equity and (C) if the Person or assets so acquired on a pro forma historical basis as at the date of the Acquisition or for the Four-Quarter Period most recently ended preceding the date of Acquisition owned assets or generated income, which when consolidated with the assets and pre-tax income of the Borrower and its Restricted Subsidiaries may continue Subsidiaries, constitute ten percent (10%) or more of the Consolidated Total Assets or Consolidated Pre-Tax Income, then the Borrower shall furnish to own the Investments owned by them and described Agent prior to completing such Acquisition a certificate in Schedule 8.3 annexed heretothe form of Exhibit ------- J, which certificate demonstrates that on a pro forma historical basis no Default or Event of Default exists under this Agreement; (v) Company loans and its Restricted advances to and investments in Subsidiaries may make Acquisitions (and Company and its Restricted Domestic Subsidiaries may make Investments in Restricted Foreign Subsidiaries necessary to consummate any such Acquisition) so long as immediately after giving effect loans and advances to such Acquisition, (i) the Borrowers and investments in all Subsidiaries which are in compliance with the financial covenant set forth in Article IX as of the last day of the Fiscal Quarter most recently ended calculated on a Pro Forma Basis after giving effect to such Acquisition; provided, that the determination of compliance for this Section 8.3(v)(i) may be made as of either the signing of the acquisition or purchase agreement or the closing of such Acquisition not Guarantors do not exceed at the Borrowers’ option; and (ii) with respect to any Acquisition for which the purchase consideration is in excess time an aggregate of $100,000,000, the Total Available Revolving Commitment is at least $150,000,00010,000,000; (vi) Company loans and advances to and investments in Persons who are not Subsidiaries so long as (i) such Person derives the majority of its Restricted Subsidiaries may make additional Investments revenues from providing staffing, consulting and outsourcing services, and (ii) such loans and advances to and investments in their respective Restricted Foreign Subsidiariessuch Persons do not exceed at any time an aggregate of five percent (5%) of Consolidated Shareholders' Equity; (vii) Company and its Restricted Subsidiaries may make and own Investments arising in connection with Commodities Agreements entered into the form of ownership of the capital stock in accordance with current industry practice (at the time of making any such Investment) or the past practices of Company and its Restricted Subsidiaries; a Subsidiary; (viii) Company may acquire and hold obligations of one or more officers or other employees of Company or its Restricted Subsidiaries in connection with such officers’ or employees’ acquisition of shares of Holdings’ common stock, so long as no cash is actually advanced by Company or any of its Restricted Subsidiaries to such officers or employees in connection with the acquisition guarantees of any such obligations; Indebtedness (ix) Company and its Restricted Subsidiaries may receive and hold promissory notes and other non-cash consideration received in connection with any Asset Sale or other sales of assets that is permitted by Section 8.7; (x9.04 hereof) Company and its Restricted Subsidiaries may acquire Securities in connection with the satisfaction or enforcement of Indebtedness or claims due or owing to Company or any of its Restricted Subsidiaries or as security for any such Indebtedness or claim; (xi) In addition to Investments permitted by the other clauses of this Section, Company and its Restricted Subsidiaries may make and own other Investments (including Investments in Unrestricted Subsidiaries) after the Closing Date so long as (a) no Event of Default or Unmatured Event of Default has occurred and is continuing or would result therefrom and (b) Company and its Restricted Subsidiaries are in compliance with the covenant set forth in Article IX (but without giving effect to any increase in the level set forth therein in any Trigger Quarter or any subsequent Fiscal Quarter in which such increase applies) as of the last day of the Fiscal Quarter most recently ended calculated on a Pro Forma Basis after giving effect to such Investment; provided that during a Trigger Quarter and any subsequent Fiscal Quarter in which an increase to the financial covenant level set forth in Article IX applies, Investments permitted by this clause (xi) shall increase by $250,000,000 less the aggregate amount of Restricted Payments made as of such date of determination pursuant to the proviso to Section 8.5(vi); (xii) other Investments made after the Closing Date not constituting Acquisitions not in excess of $250,000,000 at any time outstandingSubsidiary; and (xiii) Company and its Restricted Subsidiaries may enter into and consummate transactions described in Sections 8.7(i) and (ix).; and (xiv) Investments in Survivor Party pursuant to the Specified Modernization Transaction substantially concurrently with the consummation thereof.

Investments; Acquisitions. Company and Borrowers shall notPurchase, and shall not permit any of its own, invest in or their Restricted Subsidiaries tootherwise Acquire, directly or indirectly, make any stock or own any Investment in any Person other securities or acquire, by purchase or otherwise, all or substantially all of the business, property or fixed assets ofassets, or Capital Stock make or permit to exist any interest whatsoever in any other ownership interest of Person or permit to exist any loans or advances to any Person; provided, however, the Borrower and its Subsidiaries may maintain investments or any division invest in or line of business of any Person (each such acquisition, an “Acquisition”) except:Acquire (i) Company and its Restricted Domestic Subsidiaries may make and own Investments in Cash Equivalents and the Restricted Foreign Subsidiaries may make and own Investments in Cash Equivalents and short term investments similar to Cash Equivalents customarily used in the countries in which they are locatedEligible Securities; (ii) Company and its Restricted Subsidiaries may continue to own the Investments owned by them investments existing as of the Closing Date date hereof and as set forth in any Restricted Subsidiaries of Company, and Company and its Restricted Subsidiaries may make and own additional equity Investments in Loan Parties (other than OI Europe or O-I Canada), and Restricted Subsidiaries that are not Loan Parties may make and own additional equity investments in other non-Loan PartiesSchedule 6.01(d) attached hereto; (iii) Company accounts receivable arising and its Restricted Subsidiaries may make intercompany loans trade credit granted in the ordinary course of business and any securities received in satisfaction or partial satisfaction thereof in connection with accounts of financially troubled Persons to the extent permitted under Section 8.1(iv)reasonably necessary in order to prevent or limit loss; (iv) Company and its Restricted Subsidiaries may continue to own the Investments owned by them and described in Schedule 8.3 annexed hereto; (v) Company and its Restricted Subsidiaries may make Acquisitions (and Company and its Restricted Domestic Subsidiaries may make Investments in Restricted Foreign Subsidiaries necessary to consummate any such Acquisition) so long as (A) the Person to be (or whose assets are to be) Acquired does not oppose such Acquisition and the line or lines of business of the Person to be Acquired are substantially the same as one or more line or lines of business conducted by the Borrower and its Subsidiaries or compliments the existing business of the Borrower and its Subsidiaries, (B) no Default or Event of Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such AcquisitionAcquisition and the Borrower shall have furnished to the Agent (x) proforma historical financial statements as of the end of the most recently ended Fiscal Year of the Borrower and the most recently ended fiscal quarter, (i) the Borrowers are in compliance with the financial covenant if applicable, giving effect to such Acquisition and containing adjustments to Consolidated EBITDA as set forth in Article IX as the definition of Adjusted Consolidated EBITDA and (y) a Compliance Certificate in the last day form of the Fiscal Quarter most recently ended calculated Exhibit J prepared on a Pro Forma Basis after an historical proforma basis giving effect to such Acquisition; provided, which Compliance Certificate shall demonstrate that no Default or Event of Default would exist immediately after giving effect thereto based on the determination use of Adjusted Consolidated EBITDA for purposes of compliance with Sections 8.01 and 8.02, (C) the Person Acquired shall be a wholly-owned Subsidiary, or be merged into the Borrower or a wholly-owned Subsidiary (or if assets are being Acquired, the acquiror shall be the Borrower or a wholly-owned Subsidiary), (D) if the Person to be (or whose assets are to be ) Acquired is domiciled outside the United States of America or if the Cost of Acquisition shall (x) exceed $2,000,000 for this Section 8.3(v)(iany single Acquisition or (y) may be made as cause the aggregate Cost of either Acquisitions over the signing life of the acquisition or purchase agreement or Revolving Credit Facility to exceed $4,000,000, the closing consent of such Acquisition at the Borrowers’ option; Required Lenders shall be required, and (iiE) with respect copies of all legal and financial information and documentation, which, in the Agent's reasonable judgment is required to evaluate any proposed Acquisition, shall be delivered to the Agent ten (10) Business Days prior to any Acquisition for which the purchase consideration is Acquisition; (v) loans and advances to and investments in excess of $100,000,000, the Total Available Revolving Commitment is at least $150,000,000Subsidiaries so long as such Subsidiary shall be a Guarantor or shall become a Guarantor pursuant to Section 7.19; (vi) Company and its Restricted Subsidiaries may make additional Investments investments in their respective Restricted Foreign Subsidiaries;the form of ownership of the capital stock of any Subsidiary; and (vii) Company and its Restricted Subsidiaries may make and own Investments arising in connection with Commodities Agreements entered into in accordance with current industry practice (at the time of making any such Investment) or the past practices of Company and its Restricted Subsidiaries; (viii) Company may acquire and hold obligations of one or more officers or other employees of Company or its Restricted Subsidiaries in connection with such officers’ or employees’ acquisition of shares of Holdings’ common stock, so long as no cash is actually advanced by Company or any of its Restricted Subsidiaries to such officers or employees in connection with the acquisition guarantees of any such obligations; (ix) Company and its Restricted Subsidiaries may receive and hold promissory notes and other non-cash consideration received in connection with any Asset Sale or other sales Indebtedness of assets a Subsidiary permitted by under Section 8.7; (x) Company and its Restricted Subsidiaries may acquire Securities in connection with the satisfaction or enforcement of Indebtedness or claims due or owing to Company or any of its Restricted Subsidiaries or as security for any such Indebtedness or claim; (xi) In addition to Investments permitted by the other clauses of this Section, Company and its Restricted Subsidiaries may make and own other Investments (including Investments in Unrestricted Subsidiaries) after the Closing Date so long as (a) no Event of Default or Unmatured Event of Default has occurred and is continuing or would result therefrom and (b) Company and its Restricted Subsidiaries are in compliance with the covenant set forth in Article IX (but without giving effect to any increase in the level set forth therein in any Trigger Quarter or any subsequent Fiscal Quarter in which such increase applies) as of the last day of the Fiscal Quarter most recently ended calculated on a Pro Forma Basis after giving effect to such Investment; provided that during a Trigger Quarter and any subsequent Fiscal Quarter in which an increase to the financial covenant level set forth in Article IX applies, Investments permitted by this clause (xi) shall increase by $250,000,000 less the aggregate amount of Restricted Payments made as of such date of determination pursuant to the proviso to Section 8.5(vi); (xii) other Investments made after the Closing Date not constituting Acquisitions not in excess of $250,000,000 at any time outstanding; and (xiii) Company and its Restricted Subsidiaries may enter into and consummate transactions described in Sections 8.7(i) and (ix)8.05 hereof.; and (xiv) Investments in Survivor Party pursuant to the Specified Modernization Transaction substantially concurrently with the consummation thereof.