Common use of Investments and Acquisitions Clause in Contracts

Investments and Acquisitions. Neither the Company nor any of its Subsidiaries shall have outstanding, acquire, commit itself to acquire or hold any Investment (including any Investment consisting of the acquisition of any business) (or become contractually committed to do so) except for the following: (a) Investments of the Company and its Subsidiaries in Wholly Owned Subsidiaries (a) which are domestic Subsidiaries as of the date of this Agreement or (b) which become domestic Wholly Owned Subsidiaries after the Closing Date and become Guarantors to the extent required by Section 10.09; provided, however, that the aggregate book value of all assets (other than intercompany obligations) owned by Immaterial Subsidiaries shall not exceed $10,000,000. (b) Intercompany loans and advances from any Subsidiary to the Company or any Guarantor that, in the case of loans or advances from Foreign Subsidiaries, are subordinated to the Obligations in accordance with the Foreign Subsidiary Subordination Agreement. (c) Investments in Cash Equivalents. (d) Guarantees permitted by Section 6.06. (e) So long as immediately before and after giving effect thereto no Default exists, and so long as the Company (if the Company is party thereto) or a Guarantor (if the Company is not party thereto) is the surviving entity, the Company and its Subsidiaries may acquire another entity in the same line of business as the Company as described in Section 6.02(a) if: (i) at all times when the Consolidated Leverage Ratio is greater than 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the purchase price for all such acquisitions permitted pursuant to this clause (e)(i) does not exceed, except with the consent of the Required Lenders, $100,000,000 in cash (excluding consideration consisting of Capital Stock, the proceeds of the issuance of Capital Stock or Subordinated Indebtedness) in the aggregate over the term of the Agreement; (ii) at all times when the Consolidated Leverage Ratio is less than or equal to 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the Company and its Subsidiaries may make unlimited acquisitions; provided, however that in the event a transaction permitted pursuant to this clause (e)(ii) would, on a pro forma basis after giving effect thereto, cause the Consolidated Leverage Ratio to exceed 2.50, the portion of the cash purchase price with respect to such transaction attributed to causing the Consolidated Leverage Ratio to be greater than 2.50 shall only be permitted to be paid to the extent the Company has sufficient availability in the $100,000,000 basket set forth in clause (e)(i) to take into account such excess amount; provided, further, that with respect to any acquisition permitted pursuant to this Section 6.08(e)(ii), (i) the acquisition must be approved by the target entity’s board of directors, (ii) the Company must be in compliance with the Computation Covenants immediately after giving effect to such acquisition, (iii) the acquired entity must not have any environmental liabilities which, after giving effect to such acquisition, would reasonably be expected to result in a Material Adverse Effect and (iv) any Subsidiary acquired under this Section 6.08(e) (other than (a) a Foreign Subsidiary or (b) any Immaterial Subsidiary if the aggregate book value of the assets (other than intercompany obligations) of all Immaterial Subsidiaries acquired under this Section 6.08(e) since the Closing Date does not exceed $10,000,000) shall guarantee the Obligations, as contemplated by Section 10.09. (f) So long as immediately before and after giving effect thereto no Default exists, the Company and its Subsidiaries may make (i) Investments in Unrestricted Affiliates engaged in businesses contemplated by Section 6.02(a) and (ii) Investments consisting of contributions of Property to Unrestricted Affiliates, in an aggregate amount for all such Investments permitted pursuant to this clause (f) (calculated at net book value at the time of such Investment), when taken together with the aggregate amount of all Dispositions permitted pursuant to Section 6.10(e), not to exceed $100,000,000. (g) Loans or advances to employees of the Company in an amount not to exceed (i) $1,000,000 in the aggregate outstanding at any time for the purchase of capital stock of the Company and (ii) $5,000,000 in the aggregate outstanding at any time for all other purposes. (h) So long as immediately before and after giving effect thereto no Default exists, Investments of the Company and its Subsidiaries in foreign Wholly Owned Subsidiaries; provided, however, that other than with respect to Investments outstanding as of the Closing Date as described on Schedule 6.08(h), (i) such Investments shall not involve the transfer of substantial noncash assets from the Company and its domestic Subsidiaries to its Foreign Subsidiaries other than up to $35,000,000 in book value of foreign patents and foreign trademarks; and (ii) net cash Investments of the Company and its domestic Subsidiaries in Foreign Subsidiaries made pursuant to this Section 6.08(h) at any one time outstanding shall not exceed $125,000,000 in the aggregate. (i) So long as immediately before and after giving effect thereto no Default exists, and provided that the Company complies with Section 10.09, the Company may create a Wholly Owned Subsidiary that constitutes a holding company for the Company’s European Subsidiaries.

Investments and Acquisitions. Neither The Company will not, nor will it permit any Subsidiary to, make or suffer to exist any Investments (including without limitation, loans and advances to, or other Investments in, Subsidiaries), or commitments therefor, or create any Subsidiary or become or remain a partner in any partnership or joint venture, or make any Acquisition of any Person, except: 10.4.1 (i) Cash Equivalent Investments, (ii) any Permitted Indebtedness Hedge, and (iii) other Investments described in Schedule 10.4.1; 10.4.2 existing Investments in Subsidiaries and other Investments in existence on the date hereof and described in Schedule 10.4.2; 10.4.3 Acquisitions meeting the following requirements or otherwise approved by the Required Holders (each such Acquisition constituting a “Permitted Acquisition”): (i) as of the date of the consummation of such Permitted Acquisition, no Default or Event of Default shall have occurred and be continuing or would result from such Permitted Acquisition, and the representation and warranty contained in Section 5.11 shall be true both before and after giving effect to such Permitted Acquisition; (ii) such Permitted Acquisition is consummated pursuant to a negotiated acquisition agreement approved by the board of directors or other applicable governing body of the seller or entity to be acquired, and no material challenge to such Permitted Acquisition (excluding the exercise of appraisal rights) shall be pending or threatened by any shareholder or director of the seller or entity to be acquired; (iii) the business to be acquired in such Permitted Acquisition is similar or related to one or more of the lines of business in which the Company nor any of and its Subsidiaries are engaged on the Closing Date; (iv) as of the date of the consummation of such Permitted Acquisition, all material governmental and corporate approvals required in connection therewith shall have outstandingbeen obtained; (v) the aggregate Purchase Price for all such Permitted Acquisitions during the term of this Agreement shall not exceed $100,000,000, acquireprovided that the Purchase Price for any single Permitted Acquisition during the term of this Agreement shall not exceed $50,000,000; (vi) prior to the consummation of such Permitted Acquisition, commit itself the Company shall have delivered to acquire or hold any Investment (including any Investment consisting the holders of Notes a pro forma consolidated balance sheet, income statement and cash flow statement of the acquisition Company and its Subsidiaries (the “Acquisition Pro Forma”), based on the Company’s most recent financial statements delivered pursuant to Section 7.1.1 (using, to the extent available, historical financial statements for such entity provided by the seller(s)) which shall be complete and shall fairly present, in all material respects, the financial condition and results of any business) (or become contractually committed to do so) except for the following: (a) Investments operations and cash flows of the Company and its Subsidiaries in Wholly Owned Subsidiaries (a) which are domestic Subsidiaries as accordance with Agreement Accounting Principles, but taking into account such Permitted Acquisition and the funding of all extensions of credit in connection therewith, and such Acquisition Pro Forma shall reflect that, on a pro forma basis, the date Company would have been in compliance with the financial covenants set forth in Sections 10.12 and 10.13 for the period of this Agreement or (b) which become domestic Wholly Owned Subsidiaries after four fiscal quarters reflected in the Closing Date and become Guarantors compliance certificate most recently delivered to the extent required by holders of Notes pursuant to Section 10.097.1.3 prior to the consummation of such Permitted Acquisition (giving effect to such Permitted Acquisition and all extensions of credit funded in connection therewith as if made on the first day of such period); provided, however, that no such compliance with Section 10.12 is required to be demonstrated in such Acquisition Pro Forma for an Acquisition which is either (x) solely a purchase of assets or (y) an acquisition of an entity or a going business for which no financial statements are available; and (vii) prior to each such Permitted Acquisition, the aggregate book value Company shall deliver to the holders of Notes a documentation, information and certification package in form reasonably acceptable to the Required Holders and demonstrating conformity with the applicable Acquisition Pro Forma and sufficient to describe the assets and Persons being acquired, including, without limitation: (A) a near-final version (with no further material amendments to be made thereto) of the acquisition agreement for such Permitted Acquisition together with drafts of the material schedules thereto; (B) a near-final version (with no further material amendments to be made thereto) of all assets documents, instruments and agreements with respect to any Indebtedness to be incurred or assumed in connection with such Permitted Acquisition; and (C) such other than intercompany obligations) owned documents or information as shall be reasonably requested by Immaterial Subsidiaries the Required Holders in connection with such Permitted Acquisition; 10.4.4 a Permitted Restructuring; 10.4.5 creation of, or investment in, a Subsidiary and in respect of which the Company has otherwise complied with Sections 9.7 and 9.8, provided that the foregoing shall not exceed $10,000,000.permit investments the purpose of which is the acquisition of receivables owed by a Person subject to bankruptcy or similar proceedings; (b) Intercompany loans and advances from any Subsidiary to the Company or any Guarantor that, in the case of loans or advances from Foreign Subsidiaries, are subordinated to the Obligations in accordance with the Foreign Subsidiary Subordination Agreement. (c) 10.4.6 Investments in Cash Equivalents. (d) Guarantees constituting Indebtedness permitted by Section 6.06.10.5.5; (e) So long as immediately before and after giving effect thereto no Default exists10.4.7 Investments by a Credit Party in another Credit Party; 10.4.8 creation of, and or investment in, one or more JV Entities so long as the Company (if the Company is party thereto) or a Guarantor (if the Company is not party thereto) is the surviving entity, the Company and its Subsidiaries may acquire another entity aggregate amount invested in the same line of business as the Company as described in Section 6.02(a) if: (i) at all times when the Consolidated Leverage Ratio is greater than 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the purchase price for all such acquisitions permitted pursuant to this clause (e)(i) does not exceed, except with the consent of the Required Lenders, $100,000,000 in cash (excluding consideration consisting of Capital Stock, the proceeds of the issuance of Capital Stock or Subordinated Indebtedness) in the aggregate over the term of the Agreement; (ii) at all times when the Consolidated Leverage Ratio is less than or equal to 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the Company and its Subsidiaries may make unlimited acquisitions; provided, however that in the event a transaction permitted pursuant to this clause (e)(ii) would, on a pro forma basis after giving effect thereto, cause the Consolidated Leverage Ratio to exceed 2.50, the portion of the cash purchase price with respect to such transaction attributed to causing the Consolidated Leverage Ratio to be greater than 2.50 shall only be permitted to be paid to the extent the Company has sufficient availability in the $100,000,000 basket set forth in clause (e)(i) to take into account such excess amount; provided, further, that with respect to any acquisition permitted pursuant to this Section 6.08(e)(ii), (i) the acquisition must be approved by the target entity’s board of directors, (ii) the Company must be in compliance with the Computation Covenants immediately after giving effect to such acquisition, (iii) the acquired entity must not have any environmental liabilities which, after giving effect to such acquisition, would reasonably be expected to result in a Material Adverse Effect and (iv) any Subsidiary acquired under this Section 6.08(e) (other than (a) a Foreign Subsidiary or (b) any Immaterial Subsidiary if the aggregate book value of the assets (other than intercompany obligations) of all Immaterial Subsidiaries acquired under this Section 6.08(e) since the Closing Date JV Entities does not exceed $10,000,000) shall guarantee the Obligations, as contemplated by Section 10.09; and 10.4.9 Investments constituting Permitted Foreign Subsidiary Investments/Loans. (f) So long as immediately before and after giving effect thereto no Default exists, the Company and its Subsidiaries may make (i) Investments in Unrestricted Affiliates engaged in businesses contemplated by Section 6.02(a) and (ii) Investments consisting of contributions of Property to Unrestricted Affiliates, in an aggregate amount for all such Investments permitted pursuant to this clause (f) (calculated at net book value at the time of such Investment), when taken together with the aggregate amount of all Dispositions permitted pursuant to Section 6.10(e), not to exceed $100,000,000. (g) Loans or advances to employees of the Company in an amount not to exceed (i) $1,000,000 in the aggregate outstanding at any time for the purchase of capital stock of the Company and (ii) $5,000,000 in the aggregate outstanding at any time for all other purposes. (h) So long as immediately before and after giving effect thereto no Default exists, Investments of the Company and its Subsidiaries in foreign Wholly Owned Subsidiaries; provided, however, that other than with respect to Investments outstanding as of the Closing Date as described on Schedule 6.08(h), (i) such Investments shall not involve the transfer of substantial noncash assets from the Company and its domestic Subsidiaries to its Foreign Subsidiaries other than up to $35,000,000 in book value of foreign patents and foreign trademarks; and (ii) net cash Investments of the Company and its domestic Subsidiaries in Foreign Subsidiaries made pursuant to this Section 6.08(h) at any one time outstanding shall not exceed $125,000,000 in the aggregate. (i) So long as immediately before and after giving effect thereto no Default exists, and provided that the Company complies with Section 10.09, the Company may create a Wholly Owned Subsidiary that constitutes a holding company for the Company’s European Subsidiaries.

Investments and Acquisitions. Neither the Company The Borrower will not, nor will it permit any of its Subsidiaries shall have outstandingRestricted Subsidiary to, acquire, commit itself make or suffer to acquire or hold exist any Investment Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Investment consisting of the acquisition Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of any business) (or become contractually committed to do so) except for the followingPerson, except: (a) (i) Cash Equivalent Investments, (ii) any Permitted Indebtedness Hedge, and (iii) other Investments described in Schedule 7.4(a); (b) Existing Investments in Restricted Subsidiaries and other Investments in existence on the Closing Date and described in Schedule 7.4(b); (c) So long as (x) no Default or Event of the Company Default shall have occurred and its Subsidiaries in Wholly Owned Subsidiaries (a) which are domestic Subsidiaries be continuing as of the date of the Asset Acceptance Acquisition, or would result from the consummation of the Asset Acceptance Acquisition, and (y) each of the conditions precedent set forth in Section 3.2 have been satisfied (assuming, for such purpose, that a Credit Extension shall be used to finance a portion of the Purchase Price of the Asset Acceptance Acquisition and further assuming that the Asset Acceptance Acquisition shall have been consummated at the time of such Credit Extension) or waived in accordance with Section 10.2, the Asset Acceptance Acquisition may be consummated in accordance with the terms and conditions of the Asset Acceptance Merger Agreement; and (d) Acquisitions meeting the following requirements or otherwise approved by the Required Lenders (each such Acquisition constituting a “Permitted Acquisition”): (i) as of the date of the consummation of such Permitted Acquisition, no Default or Event of Default shall have occurred and be continuing or would result from such Permitted Acquisition, and the representation and warranty contained in Section 4.9 shall be true both before and after giving effect to such Permitted Acquisition; (ii) such Permitted Acquisition is consummated pursuant to a negotiated acquisition agreement approved by the board of directors or other applicable governing body of the seller or entity to be acquired, and no material challenge to such Permitted Acquisition (excluding the exercise of appraisal rights) shall be pending or threatened by any shareholder or director of the seller or entity to be acquired; (iii) the business to be acquired in such Permitted Acquisition is similar or related to one or more of the lines of business in which the Borrower and its Subsidiaries are engaged on the Closing Date; (iv) as of the date of the consummation of such Permitted Acquisition, all material governmental and corporate approvals required in connection therewith shall have been obtained; (v) the aggregate Purchase Price for all such Permitted Acquisitions during the term of this Agreement or shall not exceed $100,000,000; provided that the Purchase Price for any single Permitted Acquisition during the term of this Agreement shall not exceed $50,000,000; (bvi) which become domestic Wholly Owned prior to the consummation of such Permitted Acquisition, the Borrower shall have delivered to the Administrative Agent a pro forma consolidated balance sheet, income statement and cash flow statement of the Borrower and its Restricted Subsidiaries after (the Closing Date and become Guarantors “Acquisition Pro Forma”), based on the Borrower’s most recent financial statements delivered pursuant to Section 5.1(a) (using, to the extent required available, historical financial statements for such entity provided by the seller(s)) which shall be complete and shall fairly present, in all material respects, the financial condition and results of operations and cash flows of the Borrower and its Restricted Subsidiaries in accordance with Agreement Accounting Principles, but taking into account such Permitted Acquisition and the funding of all Credit Extensions in connection therewith, and such Acquisition Pro Forma shall reflect that, on a pro forma basis, the Borrower would have been in compliance with the financial covenants set forth in ARTICLE VI for the period of four fiscal quarters reflected in the compliance certificate most recently delivered to the Administrative Agent pursuant to Section 10.095.1(c) prior to the consummation of such Permitted Acquisition (giving effect to such Permitted Acquisition and all Credit Extensions funded in connection therewith as if made on the first day of such period); provided, however, that no such compliance with Section 6.1 or Section 6.2 is required to be demonstrated in such Acquisition Pro Forma for an Acquisition which is either (x) solely a purchase of assets or (y) an acquisition of an entity or a going business for which no financial statements are available; and (vii) prior to each such Permitted Acquisition, the aggregate book value Borrower shall deliver to the Administrative Agent a documentation, information and certification package in form reasonably acceptable to the Administrative Agent and demonstrating conformity with the applicable Acquisition Pro Forma and sufficient to describe the assets and Persons being acquired, including, without limitation: (A) a near-final version (with no further material amendments to be made thereto) of the acquisition agreement for such Permitted Acquisition together with drafts of the material schedules thereto; (B) a near-final version (with no further material amendments to be made thereto) of all assets documents, instruments and agreements with respect to any Indebtedness to be incurred or assumed in connection with such Permitted Acquisition; and (C) such other documents or information as shall be reasonably requested by the Administrative Agent in connection with such Permitted Acquisition; (e) A Permitted Restructuring; (f) Creation of, or Investment in, a Restricted Subsidiary (other than intercompany obligations(i) owned by Immaterial Subsidiaries shall a Blocked Propel Subsidiary and (ii) a Foreign Subsidiary that is not exceed $10,000,000. (ba Loan Party) Intercompany loans and advances from any Subsidiary to in respect of which the Company or any Guarantor that, Borrower has otherwise complied with Section 5.10 and Section 5.11; provided that in the case of loans or advances from Foreign Subsidiariesany investments in any Subsidiaries of Propel Acquisition LLC, are subordinated such investment shall be permitted only to the Obligations in accordance with the Foreign Subsidiary Subordination Agreement. (c) Investments in Cash Equivalents. (d) Guarantees permitted by Section 6.06. (e) So long as immediately before and extent that after giving effect thereto to such investment, no Default exists, shall exist and so long as continue and that the Company (if the Company is party thereto) or a Guarantor (if the Company is not party thereto) is the surviving entity, the Company Borrower shall be in compliance with Section 6.1 and its Subsidiaries may acquire another entity in the same line of business as the Company as described in Section 6.02(a) if: (i) at all times when the Consolidated Leverage Ratio is greater than 2.50 for the most recent period of four consecutive fiscal quarters (calculated 6.3 on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning Investment occurred on the first day of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the purchase price for all such acquisitions permitted applicable period being tested pursuant to such Sections; (g) Investments constituting Indebtedness permitted by Section 7.1(e) and Section 7.1(o); (h) Investments by a Loan Party in another Loan Party; (i) Minority Investments of the Borrower or its Restricted Subsidiaries, so long as (A) the aggregate Investment permitted under this clause (e)(i) does not exceed, except with the consent of the Required Lenders, $100,000,000 in cash (excluding consideration consisting of Capital Stock, the proceeds of the issuance of Capital Stock or Subordinated Indebtednessi) in any single Person shall not exceed $20,000,000 at any time outstanding and (B) the aggregate over for all Investments permitted by this clause (i) shall not at any time exceed the term lesser of (1) $60,000,000 and (2) $150,000,000 less the Agreementaggregate outstanding Investments made pursuant to clauses (j) and (k) of this Section 7.4; (iij) at Permitted Foreign Subsidiary Investments/Loans, provided that the aggregate for all times when the Consolidated Leverage Ratio is less than or equal to 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the Company and its Subsidiaries may make unlimited acquisitions; provided, however that in the event a transaction Investments permitted pursuant to by this clause (e)(iij) would, on a pro forma basis after giving effect thereto, cause shall not exceed at any time the greater of (A) ten percent (10%) of Consolidated Leverage Ratio to exceed 2.50, Tangible Net Worth and (B) $150,000,000 less the portion of the cash purchase price with respect to such transaction attributed to causing the Consolidated Leverage Ratio to be greater than 2.50 shall only be permitted to be paid to the extent the Company has sufficient availability in the $100,000,000 basket set forth in clause (e)(i) to take into account such excess amount; provided, further, that with respect to any acquisition permitted aggregate outstanding Investments made pursuant to this Section 6.08(e)(ii), clauses (i) the acquisition must be approved by the target entity’s board of directors, (ii) the Company must be in compliance with the Computation Covenants immediately after giving effect to such acquisition, (iii) the acquired entity must not have any environmental liabilities which, after giving effect to such acquisition, would reasonably be expected to result in a Material Adverse Effect and (ivk) any Subsidiary acquired under of this Section 6.08(e) (other than (a) a Foreign Subsidiary or (b) any Immaterial Subsidiary if the aggregate book value of the assets (other than intercompany obligations) of all Immaterial Subsidiaries acquired under this Section 6.08(e) since the Closing Date does not exceed $10,000,000) shall guarantee the Obligations, as contemplated by Section 10.09.7.4; and (f) So long as immediately before and after giving effect thereto no Default exists, the Company and its Subsidiaries may make (ik) Investments in Unrestricted Affiliates engaged Subsidiaries and Blocked Propel Subsidiaries not to exceed in businesses contemplated by Section 6.02(athe aggregate at any time $150,000,000 less the aggregate outstanding Investments made pursuant to clauses (i) and (iij) Investments consisting of contributions this Section 7.4. For purposes of Property determining the amount of any Investment outstanding for purposes of this Section 7.4, such amount shall be deemed to Unrestricted Affiliates, in an aggregate amount for all such Investments permitted pursuant to this clause (f) (calculated at net book value at be the time Fair Market Value of such Investment)Investment when made, when taken together with purchased or acquired less any amount realized by the aggregate amount Borrower or a Restricted Subsidiary in respect of all Dispositions permitted pursuant to Section 6.10(e)such Investment upon the sale, collection or return of capital, including by way of a Subsidiary Redesignation after the Investment therein (in any case, not to exceed $100,000,000the original amount invested). (g) Loans or advances to employees of the Company in an amount not to exceed (i) $1,000,000 in the aggregate outstanding at any time for the purchase of capital stock of the Company and (ii) $5,000,000 in the aggregate outstanding at any time for all other purposes. (h) So long as immediately before and after giving effect thereto no Default exists, Investments of the Company and its Subsidiaries in foreign Wholly Owned Subsidiaries; provided, however, that other than with respect to Investments outstanding as of the Closing Date as described on Schedule 6.08(h), (i) such Investments shall not involve the transfer of substantial noncash assets from the Company and its domestic Subsidiaries to its Foreign Subsidiaries other than up to $35,000,000 in book value of foreign patents and foreign trademarks; and (ii) net cash Investments of the Company and its domestic Subsidiaries in Foreign Subsidiaries made pursuant to this Section 6.08(h) at any one time outstanding shall not exceed $125,000,000 in the aggregate. (i) So long as immediately before and after giving effect thereto no Default exists, and provided that the Company complies with Section 10.09, the Company may create a Wholly Owned Subsidiary that constitutes a holding company for the Company’s European Subsidiaries.

Investments and Acquisitions. Neither (i) Create any new subsidiary, or (ii) make any advance or loan to, or any investment in, any firm, entity, person or corporation other than Permitted Intercompany Loans and Other Permitted Investments, or (iii) acquire any assets of (other than purchases of Inventory in the Company nor ordinary course of business), or any capital stock or any equity interests in, any firm, entity or corporation, other than current investments of its Subsidiaries such Company, any Guarantor and any subsidiary of such Company, as the case may be, in existing subsidiaries of such entities; provided, however that the Companies may consummate a “Permitted Acquisition,” which shall have outstanding, acquire, commit itself to acquire or hold mean any Investment (including any Investment consisting of the acquisition of assets, capital stock or other equity interests of any firm, entity, person or corporation engaged in any retail or wholesale consumer products business and/or related services business) (or become contractually committed , subject to do so) except for the followingfollowing conditions: (aI) Investments the aggregate consideration in respect of all acquisitions contemplated by this clause (g) shall not exceed, during the Company and its Subsidiaries in Wholly Owned Subsidiaries (a) which are domestic Subsidiaries as of the date term of this Agreement Agreement, (x) the sum of (A) $25,000,000 in cash (whether payable on or (b) which become domestic Wholly Owned Subsidiaries after the Closing Date and become Guarantors prior to the extent required by Section 10.09closing thereof or at any time thereafter through and including the Termination Date, but excluding any contingent “earn out” payments relating to such Permitted Acquisition; provided, however, that the aggregate book value no more than $5,000,000 of all assets (other than intercompany obligations) owned by Immaterial Subsidiaries such amount shall be available for acquisitions that are not exceed $10,000,000. (b) Intercompany loans and advances from any Subsidiary to the Company or any Guarantor that, in the case of loans or advances from Foreign Subsidiaries, are subordinated to the Obligations in accordance with the Foreign Subsidiary Subordination Agreement. (c) Investments in Cash Equivalents. (d) Guarantees permitted by Section 6.06. (e) So long as immediately before and after giving effect thereto no Default exists, and so long as the Company (if the Company is party thereto) or a Guarantor (if the Company is not party thereto) is the surviving entity, the Company and its Subsidiaries may acquire another entity in the same line of business as the Companies on the Closing Date or a complementary line of business) minus (B) the aggregate amount of any Permitted Distributions distributed during the term of this Agreement (reduced, but not below zero, by the net proceeds of any public offering received by the Companies subsequent to the Original Closing Date, plus (y) an amount equal to any consideration payable in the form of additional capital stock of Parent issued to the applicable seller in connection with such acquisition; (II) the relevant Company shall give the Agent and the Lenders not less than one (1) Business Day prior written notice of its intention to make a Permitted Acquisition, such notice (A) to include the proposed amounts, date and form of the proposed Permitted Acquisition, a reasonable description of the assets or stock to be acquired and the location of the relevant assets and (B) to be accompanied by a certificate executed by the chief executive officer, president, chief operating officer or chief financial officer of the relevant Company to the effect that: (1) as of the effective date of the Permitted Acquisition, no Default or Event of Default under this Agreement shall exist or would exist after giving effect to the action intended to be taken by the relevant Company as described in such certificate, including, without limitation, that the covenants set forth in Section 6.02(a) if: (i) at all times when the Consolidated Leverage Ratio is greater than 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis 7.3 would not be breached after giving effect to such action, together with a calculation in reasonable detail, and in form and substance satisfactory to the proposed acquisition as if such acquisition had been consummated at Agent and the beginning Lenders, of such periodcompliance, and (2) for which financial reports have been (or the representations and warranties contained in this Agreement are required to have been) furnished to true and correct with the Lenders in accordance with Sections 6.04(a) or 6.04(b), same effect as though such representations and warranties were made on the purchase price for all date of such acquisitions permitted pursuant to this clause (e)(i) does not exceedPermitted Acquisition, except with for changes in the consent ordinary course of business none of which, either singly or in the aggregate, have had a material adverse effect on the business, operations or financial conditions of the Required Lenders, $100,000,000 in cash (excluding consideration consisting of Capital Stock, the proceeds of the issuance of Capital Stock or Subordinated Indebtedness) in the aggregate over the term of the Agreementrelevant Company; (iiIII) at all times when concurrently with the Consolidated Leverage Ratio is less than or equal to 2.50 making of a Permitted Acquisition, the relevant Company shall, as additional collateral security for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect Obligations, grant to the proposed acquisition as if such acquisition had been consummated at Agent, for the beginning ratable benefit of the Agent and the Lenders, prior liens on and security interests in all of its right, title and interest in and to any of the acquired stock and assets, by the execution and delivery to the Agent of such period) for which financial reports have been (or are required to have been) furnished agreements, instruments and documents as shall be satisfactory in form and substance to the Lenders in accordance with Sections 6.04(aAgent; and (IV) or 6.04(b), the Company and its Subsidiaries may Companies shall not make unlimited acquisitions; provided, however that in the event a transaction permitted pursuant to this clause (e)(ii) would, on a pro forma basis after giving effect thereto, cause the Consolidated Leverage Ratio to exceed 2.50, the portion of the cash purchase price with respect to such transaction attributed to causing the Consolidated Leverage Ratio to be greater than 2.50 shall only be permitted to be paid to the extent the Company has sufficient availability in the $100,000,000 basket set forth in clause (e)(i) to take into account such excess amount; provided, further, that with respect to any acquisition permitted pursuant to this Section 6.08(e)(ii), (i) the acquisition must at any time during which an Event of Default shall exist and be approved by the target entity’s board of directors, (ii) the Company must be in compliance with the Computation Covenants immediately continuing or would exist after giving effect to such acquisition, (iii) . The parties hereto acknowledge and agree that the Agent may impose limitations upon the inclusion in the Borrowing Base of any assets acquired entity must not have any environmental liabilities which, after giving effect to such acquisition, would reasonably be expected to result in a Material Adverse Effect and (iv) any Subsidiary acquired under this Section 6.08(e) (other than (a) a Foreign Subsidiary or (b) any Immaterial Subsidiary if the aggregate book value of the assets (other than intercompany obligations) of all Immaterial Subsidiaries acquired under this Section 6.08(e) since the Closing Date does not exceed $10,000,000) shall guarantee the Obligations, as contemplated by Section 10.09Permitted Acquisition. (f) So long as immediately before and after giving effect thereto no Default exists, the Company and its Subsidiaries may make (i) Investments in Unrestricted Affiliates engaged in businesses contemplated by Section 6.02(a) and (ii) Investments consisting of contributions of Property to Unrestricted Affiliates, in an aggregate amount for all such Investments permitted pursuant to this clause (f) (calculated at net book value at the time of such Investment), when taken together with the aggregate amount of all Dispositions permitted pursuant to Section 6.10(e), not to exceed $100,000,000. (g) Loans or advances to employees of the Company in an amount not to exceed (i) $1,000,000 in the aggregate outstanding at any time for the purchase of capital stock of the Company and (ii) $5,000,000 in the aggregate outstanding at any time for all other purposes. (h) So long as immediately before and after giving effect thereto no Default exists, Investments of the Company and its Subsidiaries in foreign Wholly Owned Subsidiaries; provided, however, that other than with respect to Investments outstanding as of the Closing Date as described on Schedule 6.08(h), (i) such Investments shall not involve the transfer of substantial noncash assets from the Company and its domestic Subsidiaries to its Foreign Subsidiaries other than up to $35,000,000 in book value of foreign patents and foreign trademarks; and (ii) net cash Investments of the Company and its domestic Subsidiaries in Foreign Subsidiaries made pursuant to this Section 6.08(h) at any one time outstanding shall not exceed $125,000,000 in the aggregate. (i) So long as immediately before and after giving effect thereto no Default exists, and provided that the Company complies with Section 10.09, the Company may create a Wholly Owned Subsidiary that constitutes a holding company for the Company’s European Subsidiaries.

Investments and Acquisitions. Neither USI and the Company Borrower will not, nor will they permit any Subsidiary to, make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of its Subsidiaries shall have outstandingany Person, acquire, commit itself to acquire or hold except: 6.13.1 Cash and Cash Equivalent Investments (provided that any Investment (including which when made complies with the requirements of the definition of the term “Cash Equivalent Investment” may continue to be held notwithstanding that such Investment if made thereafter would not comply with such requirements). 6.13.2 Existing Investments in Subsidiaries and other Investments in existence on the Restatement Effective Date and described in Schedule 6.13 and any renewal or extension of any such Investments that does not increase the amount of the Investment being renewed or extended as determined as of such date of renewal or extension. 6.13.3 Investments in trade receivables or 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. 6.13.4 Investments consisting of intercompany loans permitted under Section 6.14.6. 6.13.5 Acquisitions meeting the acquisition of any business) following requirements or otherwise approved by the Required Lenders (or become contractually committed to do so) except for the following:each such Acquisition constituting a “Permitted Acquisition”): (ai) Investments of the Company and its Subsidiaries in Wholly Owned Subsidiaries (a) which are domestic Subsidiaries as of the date of this Agreement the consummation of such Acquisition, no Default or Unmatured Default shall have occurred and be continuing or would result from such Acquisition, and the representation and warranty contained in Section 5.11 shall be true both before and after giving effect to such Acquisition; (bii) such Acquisition is consummated on a non-hostile basis and consummated pursuant to a negotiated acquisition agreement approved by the board of directors or other applicable governing body of the seller or entity to be acquired; (iii) the business to be acquired in such Acquisition is similar or reasonably related to one or more of the lines of business in which become domestic Wholly Owned USI, the Borrower and the Subsidiaries after are engaged on the Closing Date Restatement Effective Date; (iv) as of the date of the consummation of such Acquisition, all material governmental and become Guarantors corporate approvals required in connection therewith shall have been obtained; (v) with respect to each Permitted Acquisition with respect to which the Purchase Price shall be greater than $100,000,000, not less than five (5) days prior to the extent required by consummation of such Permitted Acquisition, the Borrower shall have delivered to the Agent a pro forma consolidated balance sheet, income statement and cash flow statement of USI and the Subsidiaries (the “Acquisition Pro Forma”), based on USI’s most recent financial statements delivered pursuant to Section 10.09; provided6.1 and taking into account such Permitted Acquisition (including, howeverfor purposes of Consolidated EBITDA, that factually supportable and identifiable costs savings and expenses, in accordance with Regulation S-X under the aggregate book value Securities Act of 1933 and satisfactory to the Agent), the funding of all assets Credit Extensions in connection therewith (and the use of the proceeds thereof) and the repayment of any Indebtedness in connection with such Permitted Acquisition, and such Acquisition Pro Forma shall reflect that, on a pro forma basis, USI would have been in compliance with the financial covenants set forth in Sections 6.20 and 6.21 for the four fiscal quarter period reflected in the compliance certificate most recently delivered to the Agent pursuant to Section 6.1.3 prior to the consummation of such Permitted Acquisition (giving effect to each of the adjustments described above as if made on the first day of such period); and (vi) prior to, or with respect to clauses (A) and (B) below, concurrently with, the consummation of, each such Permitted Acquisition, the Borrower shall deliver to the Agent a documentation, information and certification package in form and substance reasonably acceptable to the Agent, including, without limitation; (A) in the case of an Acquisition by or of a Domestic Subsidiary, the Collateral Documents necessary for the perfection of a first priority security interest (subject to Liens permitted under Section 6.15, provided that nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Agent under the Loan Documents to any Liens otherwise permitted under Section 6.15 (other than intercompany obligationsPermitted Priority Liens)) owned by Immaterial Subsidiaries shall not exceed $10,000,000. (b) Intercompany loans in all of the assets to be acquired or the equity interests and advances from any Subsidiary assets of the entity to the Company or any Guarantor thatbe acquired, or, in the case of loans or advances from the Acquisition of a Material Foreign SubsidiariesSubsidiary, are subordinated all of the applicable Collateral Documents required by Section 6.23, together with opinions of counsel, if requested by the Agent, in each case in form and substance reasonably acceptable to the Obligations Agent; (B) a supplement to the Guaranty if the Permitted Acquisition is an Acquisition of equities and the target company would qualify as a Domestic Subsidiary after the Acquisition but will not be merged with the Borrower or any existing Domestic Subsidiary; (C) with respect to each Permitted Acquisition the Purchase Price of which shall be greater than $100,000,000, the financial statements of the target entity, if any, delivered by the seller(s) to the purchaser; (D) with respect to each Permitted Acquisition the Purchase Price of which shall be greater than $100,000,000, a copy of the acquisition agreement for such Acquisition, together with drafts of the material schedules thereto; (E) a copy of all documents, instruments and agreements with respect to any Indebtedness having an aggregate principal amount in excess of $20,000,000 (calculated by giving effect to any commitments as if fully funded) to be incurred or assumed in connection with such Acquisition; and (F) such other documents or information as shall be reasonably requested by the Agent or any Lender. 6.13.6 Investments constituting promissory notes and other non-cash consideration received in connection with any transfer of assets permitted under Section 6.12.10. 6.13.7 Investments constituting customer advances not to exceed $50,000,000 at any one time outstanding. 6.13.8 Investments arising as a result of any required payment under any Permitted Customer Financing Guaranty. 6.13.9 Extensions of trade credit in the ordinary course of business. 6.13.10 Investments constituting Rate Management Transactions permitted under Section 6.17. 6.13.11 Investments pursuant to Customer Contracts arising in the ordinary course of business. 6.13.12 Subject to Section 6.24, the creation or formation of new Subsidiaries (as opposed to the Acquisition of new Subsidiaries), so long as all applicable requirements under Section 6.23 shall have been, or concurrently therewith are, satisfied. 6.13.13 Investments constituting expenditures for any purchase or other acquisition of any asset which would be classified as a fixed or capital asset on a consolidated balance sheet of USI and its Subsidiaries prepared in accordance with GAAP to the Foreign Subsidiary Subordination extent otherwise permitted under this Agreement. 6.13.14 Investments by (ci) Investments in Cash Equivalents. (d) Guarantees permitted by Section 6.06. (e) So long as immediately before and after giving effect thereto no Default exists, and so long as the Company (if the Company is party thereto) or a Guarantor (if the Company is not party thereto) is the surviving entity, the Company USI and its Subsidiaries may acquire another entity in any Loan Party, (ii) any Subsidiary which is not a Guarantor and is not required to be a Guarantor in any other Subsidiary which is not a Guarantor and is not required to be a Guarantor and (iii) subject to Section 6.24, any Loan Party in any Foreign Subsidiary. 6.13.15 Deposits made in the same line ordinary course of business as the Company as described and referred to in Section 6.02(aSections 6.15.4, 6.15.6 and 6.15.7. 6.13.16 Investments in connection with any Receivables Purchase Facility permitted under this Agreement. 6.13.17 Investments (other than Hostile Acquisitions) if: (i) at all times made when the Consolidated Leverage Ratio is greater than 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis based on USI’s most recent financial statements delivered pursuant to Section 6.1 and giving effect to any Permitted Acquisition since the proposed acquisition as if such acquisition had been consummated at the beginning date of such period) for which financial reports have been (or are required to have been) furnished to the Lenders statements, such Investment and any Indebtedness incurred in connection therewith, all in accordance with Sections 6.04(athe terms of this Agreement) or 6.04(b)is less than 2.50 to 1.00; provided, the purchase price for all such acquisitions permitted that Investments made pursuant to this clause Section 6.13.17 by any Foreign Subsidiary in any Person that is not a Foreign Subsidiary shall not exceed $75,000,000. 6.13.18 Investments (e)(iother than Hostile Acquisitions) does not exceed, except with the consent of the Required Lenders, $100,000,000 in cash (excluding consideration consisting of Capital Stock, the proceeds of the issuance of Capital Stock or Subordinated Indebtedness) in the aggregate over the term of the Agreement; (ii) at all times made when the Consolidated Leverage Ratio is less than or equal to 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis based on USI’s most recent financial statements delivered pursuant to Section 6.1 and giving effect to any Permitted Acquisition since the proposed acquisition as if such acquisition had been consummated at the beginning date of such period) for which financial reports have been (or are required to have been) furnished to the Lenders statements, such Investment and any Indebtedness incurred in connection therewith, all in accordance with Sections 6.04(athe terms of this Agreement) or 6.04(b), the Company and its Subsidiaries may make unlimited acquisitions; provided, however that in the event a transaction permitted pursuant to this clause (e)(ii) would, on a pro forma basis after giving effect thereto, cause the Consolidated Leverage Ratio to exceed 2.50, the portion of the cash purchase price with respect to such transaction attributed to causing the Consolidated Leverage Ratio to be is greater than or equal to 2.50 shall only be permitted to be paid to the extent the Company has sufficient availability in the $100,000,000 basket set forth in clause (e)(i) to take into account such excess amount; provided, further, that with respect to any acquisition permitted pursuant to this Section 6.08(e)(ii), (i) the acquisition must be approved by the target entity’s board of directors, (ii) the Company must be in compliance with the Computation Covenants immediately after giving effect to such acquisition, (iii) the acquired entity must not have any environmental liabilities which, after giving effect to such acquisition, would reasonably be expected to result in a Material Adverse Effect and (iv) any Subsidiary acquired under this Section 6.08(e) (other than (a) a Foreign Subsidiary or (b) any Immaterial Subsidiary if the aggregate book value of the assets (other than intercompany obligations) of all Immaterial Subsidiaries acquired under this Section 6.08(e) since the Closing Date does not exceed $10,000,000) shall guarantee the Obligations, as contemplated by Section 10.09. (f) So long as immediately before and after giving effect thereto no Default exists, the Company and its Subsidiaries may make (i) Investments in Unrestricted Affiliates engaged in businesses contemplated by Section 6.02(a) and (ii) Investments consisting of contributions of Property to Unrestricted Affiliates1.00, in an aggregate amount for all such Investments permitted pursuant to this clause (f) (calculated at net book value at the time of such Investment), when taken together with the aggregate amount of all Dispositions permitted pursuant to Section 6.10(e), not to exceed $100,000,00075,000,000. (g) Loans or advances to employees of the Company in an amount not to exceed (i) $1,000,000 in the aggregate outstanding at any time for the purchase of capital stock of the Company and (ii) $5,000,000 in the aggregate outstanding at any time for all other purposes. (h) So long as immediately before and after giving effect thereto no Default exists, Investments of the Company and its Subsidiaries in foreign Wholly Owned Subsidiaries; provided, however, that other than with respect to Investments outstanding as of the Closing Date as described on Schedule 6.08(h), (i) such Investments shall not involve the transfer of substantial noncash assets from the Company and its domestic Subsidiaries to its Foreign Subsidiaries other than up to $35,000,000 in book value of foreign patents and foreign trademarks; and (ii) net cash Investments of the Company and its domestic Subsidiaries in Foreign Subsidiaries made pursuant to this Section 6.08(h) at any one time outstanding shall not exceed $125,000,000 in the aggregate. (i) So long as immediately before and after giving effect thereto no Default exists, and provided that the Company complies with Section 10.09, the Company may create a Wholly Owned Subsidiary that constitutes a holding company for the Company’s European Subsidiaries.

Investments and Acquisitions. Neither the Company nor The Borrower will not, and will not permit any of its Subsidiaries shall have outstandingto, acquire, commit itself make or suffer to acquire or hold exist any Investment in any Person or purchase or otherwise acquire (including in one transaction or a series of transactions) any Investment consisting of the acquisition assets of any business) (or become contractually committed to do so) except for the followingother Person constituting a business unit, except: (a) Investments of the Company and its Subsidiaries in Wholly Owned Subsidiaries (a) which are domestic Subsidiaries as of the date of this Agreement or (b) which become domestic Wholly Owned Subsidiaries after the Closing Date and become Guarantors to the extent required by Section 10.09; provided, however, that the aggregate book value of all assets (other than intercompany obligations) owned by Immaterial Subsidiaries shall not exceed $10,000,000.Permitted Investments; (b) Intercompany loans Guarantees expressly permitted by Section 7.01(b) and advances from any Subsidiary to the Company or any Guarantor that, payments made in the case respect of loans or advances from Foreign Subsidiaries, are subordinated to the Obligations in accordance with the Foreign Subsidiary Subordination Agreement.such Guarantees; (c) Investments in Cash Equivalents.(other than Investments expressly permitted under paragraph (a) and (b) of this Section) existing on the date hereof and set forth on Schedule 7.06; (d) Guarantees permitted Investments by Section 6.06.(i) the Borrower in any Subsidiary Guarantor or by any Subsidiary in any Subsidiary Guarantor or in the Borrower and (ii) any Subsidiary (that is not a Loan Party) in any Subsidiary (that is not a Loan Party); (e) So long as immediately before and after giving effect thereto no Default exists, and so long as the Company (if the Company is party thereto) or a Guarantor (if the Company is not party thereto) is the surviving entity, the Company and its Subsidiaries may acquire another entity in the same line of business as the Company as described in Section 6.02(a) if: (i) at all times when the Consolidated Leverage Ratio is greater than 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the purchase price for all such acquisitions permitted pursuant to this clause (e)(i) does not exceed, except with the consent of the Required Lenders, $100,000,000 in cash (excluding consideration consisting of Capital Stock, the proceeds of the issuance of Capital Stock or Subordinated Indebtedness) in the aggregate over the term of the Agreement[Reserved]; (iif) at all times when the Consolidated Leverage Ratio is less than or equal to 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the Company Borrower and its Subsidiaries may make unlimited acquisitions; provided, however that in the event a transaction permitted pursuant to this clause (e)(ii) would, on a pro forma basis after giving effect thereto, cause the Consolidated Leverage Ratio to exceed 2.50, the portion of the cash purchase price with respect to such transaction attributed to causing the Consolidated Leverage Ratio to be greater than 2.50 shall only be permitted to be paid to the extent the Company has sufficient availability in the $100,000,000 basket set forth in clause (e)(i) to take into account such excess amount; provided, further, that with respect to any acquisition permitted pursuant to this Section 6.08(e)(ii), (i) the acquisition must be approved by the target entity’s board of directors, (ii) the Company must be in compliance with the Computation Covenants immediately after giving effect to such acquisition, (iii) the acquired entity must not have any environmental liabilities which, after giving effect to such acquisition, would reasonably be expected to result in a Material Adverse Effect and (iv) any Subsidiary acquired under this Section 6.08(e) (other than (a) a Foreign Subsidiary or (b) any Immaterial Subsidiary if the aggregate book value of the assets (other than intercompany obligations) of all Immaterial Subsidiaries acquired under this Section 6.08(e) since the Closing Date does not exceed $10,000,000) shall guarantee the Obligations, as contemplated by Section 10.09. (f) So long as immediately before and after giving effect thereto no Default exists, the Company and its Subsidiaries may make (i) Investments in Unrestricted Affiliates engaged in businesses contemplated by Section 6.02(a) and (ii) Investments consisting of contributions of Property to Unrestricted Affiliates, in an aggregate amount for all such Investments permitted pursuant to this clause (f) (calculated at net book value at the time of such Investment), when taken together with the aggregate amount of all Dispositions permitted pursuant to Section 6.10(e), not to exceed $100,000,000.Permitted Acquisitions; (g) Loans purchases of inventory and other property to be sold or advances to employees of the Company in an amount not to exceed (i) $1,000,000 used in the aggregate outstanding at any time for the purchase ordinary course of capital stock of the Company and (ii) $5,000,000 in the aggregate outstanding at any time for all other purposes.business; (h) So long as immediately before and after giving effect thereto no Default exists, Investments of the Company and its Subsidiaries in foreign Wholly Owned Subsidiaries; provided, however, that other than with respect to Investments outstanding as of the Closing Date as described on Schedule 6.08(h), (i) such Investments shall not involve the transfer of substantial noncash assets from the Company and its domestic Subsidiaries to its Foreign Subsidiaries other than up to $35,000,000 in book value of foreign patents and foreign trademarks; and (ii) net cash Investments of the Company and its domestic Subsidiaries in Foreign Subsidiaries made pursuant to this Section 6.08(h) at any one time outstanding shall not exceed $125,000,000 in the aggregate.[Reserved]; (i) So long as immediately before any Restricted Payments expressly permitted by Section 7.07; (j) extensions of trade credit in the ordinary course of business; (k) Investments arising in connection with the incurrence of Indebtedness expressly permitted by Section 7.01(a); (l) Investments (including debt obligations) received in the ordinary course of business by the Borrower or any Subsidiary in connection with the bankruptcy or reorganization of suppliers and after giving effect thereto no Default existscustomers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising out of the ordinary course of business; (m) Investments of the Borrower or any Subsidiary under Swap Agreements permitted hereunder; (n) Investments of any Person in existence at the time such Person becomes a Subsidiary pursuant to a transaction expressly permitted by any other paragraph of this Section; provided that such Investment was not made in connection with or anticipation of such Person becoming a Subsidiary; (o) Investments resulting from pledges and deposits referred to in paragraphs (b) and (c) of the Company complies with definition of “Permitted Liens”; (p) the forgiveness or conversion to equity of any Indebtedness expressly permitted by Section 10.097.01(a)(ii); (q) negotiable instruments and deposits held in the ordinary course of business; and (r) in addition to Investments otherwise expressly permitted by this Section, Investments not exceeding in the Company may create a Wholly Owned Subsidiary that constitutes a holding company for the Company’s European Subsidiariesaggregate $75,000,000.

Investments and Acquisitions. Neither the Company The Borrower will not, nor will it permit any of its Subsidiaries shall have outstandingSubsidiary to, acquiremake or suffer to exist any Investments, commit itself or commitments therefor, or to acquire become or hold remain a partner in any Investment (including partnership or joint venture, or to make any Investment consisting of the acquisition Acquisition of any businessPerson, except: (i) (or become contractually committed to do so) except for the following:Cash Equivalent Investments; (a) Existing Investments in Subsidiaries and other Investments in existence on the date hereof and described in Schedule 1, (b) Investments (not including any permitted sale or other transfer of an interest in accounts or notes receivable) in a Securitization Entity in connection with Permitted Securitization Transactions and in an aggregate outstanding amount not to exceed 10% of the Company aggregate amount of all Permitted Securitization Transactions and (c) additional Investments in Subsidiaries which are not for the purpose of making or consummating an Acquisition; (iii) Other Investments and Acquisitions by the Borrower and its Subsidiaries in Wholly Owned Subsidiaries Subsidiaries, provided that (a) which are domestic Subsidiaries as of the date of this Agreement or (b) which become domestic Wholly Owned Subsidiaries after the Closing Date and become Guarantors to the extent required by Section 10.09; provided, however, that the aggregate book value of all assets (other than intercompany obligations) owned by Immaterial Subsidiaries shall not exceed $10,000,000. (b) Intercompany loans and advances from any Subsidiary to the Company or any Guarantor that, in the case of loans or advances from Foreign Subsidiaries, are subordinated to the Obligations in accordance with the Foreign Subsidiary Subordination Agreement. (c) Investments in Cash Equivalents. (d) Guarantees permitted by Section 6.06. (e) So long as immediately before and after giving effect thereto to such Investment or Acquisition, no Default existsor Unmatured Default shall exist or shall have occurred and be continuing and the representations and warranties contained in Article V and in the other Loan Documents shall be true and correct on and as of the date thereof (both before and after such Investment or Acquisition is consummated) as if made on the date such Investment or Acquisition is consummated, and so long as (b) the Company (if the Company target of such Investment or Acquisition is party thereto) or a Guarantor (if the Company is not party thereto) is the surviving entity, the Company and its Subsidiaries may acquire another entity in substantially the same line of business or a similar or related line of business as the Company as described in Section 6.02(aBorrower or the Guarantors, (c) if: (i) at all times when the Consolidated Leverage Ratio is greater than 2.50 for Board of Directors and the most recent period management of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as target of such Investment or Acquisition has approved such Investment or Acquisition if such acquisition had been consummated at board approval is otherwise necessary, (d) the beginning aggregate consideration paid or payable in cash or otherwise advanced in connection with any single or series of such period) for which financial reports have been (related Investments or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(bAcquisitions permitted by this Section 6.13(iii), including without limitation any Indebtedness assumed in connection therewith or contingent liabilities incurred in connection therewith, shall not exceed $150,000,000 (excluding any portion of any of the purchase price for all such acquisitions permitted pursuant to foregoing payable in common equity of any Loan Party), provided that the condition under this clause (e)(i) does not exceed, except with the consent of the Required Lenders, $100,000,000 in cash (excluding consideration consisting of Capital Stock, the proceeds of the issuance of Capital Stock or Subordinated Indebtedness) in the aggregate over the term of the Agreement; (ii) at all times when the Consolidated Leverage Ratio is less than or equal to 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the Company and its Subsidiaries may make unlimited acquisitions; provided, however that in the event a transaction permitted pursuant to this clause (e)(ii) would, on a pro forma basis after giving effect thereto, cause the Consolidated Leverage Ratio to exceed 2.50, the portion of the cash purchase price with respect to such transaction attributed to causing the Consolidated Leverage Ratio to be greater than 2.50 shall only be permitted to be paid to the extent the Company has sufficient availability in the $100,000,000 basket set forth in clause (e)(i) to take into account such excess amount; provided, further, that with respect to any acquisition permitted pursuant to this Section 6.08(e)(ii), (i) the acquisition must be approved by the target entity’s board of directors, (ii) the Company must be in compliance with the Computation Covenants immediately after giving effect to such acquisition, (iii) the acquired entity must not have any environmental liabilities which, after giving effect to such acquisition, would reasonably be expected to result in a Material Adverse Effect and (iv) any Subsidiary acquired under this Section 6.08(e) (other than (a) a Foreign Subsidiary or (b) any Immaterial Subsidiary if the aggregate book value of the assets (other than intercompany obligations) of all Immaterial Subsidiaries acquired under this Section 6.08(e) since the Closing Date does not exceed $10,000,000d) shall guarantee the Obligations, as contemplated by Section 10.09. (f) So long as not be required if immediately before and after giving effect thereto no Default existsto such Investment or Acquisition the Net Leverage Ratio is less than 3.25 to 1.0 on a pro forma basis reasonably acceptable to the Administrative Agent, and (e) at least two Business Days’ prior to the Company consummation of any single or series of related Investments or Acquisitions in respect of which the Borrower and its Subsidiaries may make (i) Investments in Unrestricted Affiliates engaged in businesses contemplated by Section 6.02(a) and (ii) Investments consisting of contributions of Property to Unrestricted Affiliates, will incur or otherwise become liable for Indebtedness in an aggregate amount for all in excess of $50,000,000, the Borrower shall have provided to the Lenders a pro forma compliance certificate signed by its chief financial officer containing pro forma computations (consistent with the requirements of Section 9.8(ii)) and related financial statements and information requested by, and acceptable to, the Administrative Agent and containing such other information and certifications as requested by the Administrative Agent; and (iv) Additional Investments permitted pursuant to this clause (fother than Acquisitions) (calculated provided that at net book value at the any time of such Investment), when taken together with the aggregate amount of all Dispositions permitted pursuant to Section 6.10(e), not to exceed $100,000,000. (g) Loans or advances to employees of the Company in an amount not to exceed (i) $1,000,000 in the aggregate such outstanding at any time for the purchase of capital stock of the Company and (ii) $5,000,000 in the aggregate outstanding at any time for all other purposes. (h) So long as immediately before and after giving effect thereto no Default exists, Investments of the Company and its Subsidiaries in foreign Wholly Owned Subsidiaries; provided, however, that other than with respect to Investments outstanding as of the Closing Date as described on Schedule 6.08(h), (i) such additional Investments shall not involve the transfer exceed 15% of substantial noncash assets from the Company and its domestic Subsidiaries to its Foreign Subsidiaries other than up to $35,000,000 in book value of foreign patents and foreign trademarks; and (ii) net cash Investments of the Company and its domestic Subsidiaries in Foreign Subsidiaries made pursuant to this Section 6.08(h) at any one time outstanding shall not exceed $125,000,000 in the aggregateConsolidated Tangible Net Worth. (i) So long as immediately before and after giving effect thereto no Default exists, and provided that the Company complies with Section 10.09, the Company may create a Wholly Owned Subsidiary that constitutes a holding company for the Company’s European Subsidiaries.

Investments and Acquisitions. Neither The Company will not, nor will it permit any Subsidiary to, make any Investments or to make any Acquisition of any Person, except: (i) Investments in cash and Cash Equivalents; (ii) Investments in the Company nor and the Subsidiaries; provided that at no one time shall the aggregate outstanding principal amount of all Investments made by a Loan Party in an External Subsidiary in reliance on this clause exceed $5,000,000; (iii) Investments existing on the Closing Date; (iv) other intercompany Investments made by a Loan Party in an External Subsidiary in connection with ordinary course cash management activities specified in the Approved Budget; (v) Investments pursuant to the Downstream Intercompany Loan Agreements made to effectuate, and not exceeding any amounts required to effectuate, the Closing Date Refinancings; (vi) Investments received as part of the settlement of litigation or in satisfaction of extensions of credit to any Person pursuant to the reorganization, bankruptcy or liquidation of such Person or a good faith settlement of debts with such Person; (vii) Investments received in settlement of amounts due to the Company or any Subsidiary effected in the ordinary course of business; (viii) so long as no Default or Unmatured Default has occurred and is continuing or would be caused thereby, other Investments made with cash, Cash Equivalents or with assets that do not (and are not required hereunder or under any other Loan Document to) constitute Collateral provided that the aggregate amount of such Investments made (net of any return in cash (including via book entry) of the principal amount thereof) does not exceed $2,500,000; (ix) [reserved]; (x) Investments by the Company or any of its Subsidiaries shall have outstandingin payroll, acquirecommission, commit itself travel and similar advances to acquire cover matters that are reasonably expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business; (xi) Investments by the Company or hold any Investment (including any Investment consisting of its Subsidiaries in the form of loans or advances to employees, officers or directors of the acquisition Company or any Subsidiary (i) in the ordinary course of any businessbusiness or (ii) (or become contractually committed in an aggregate amount not to do so) except for the following:exceed $5,000,000; (axii) Investments made by the Company or any of its Subsidiaries in connection with the funding of contributions under any non-qualified retirement plan or similar employee compensation plan in an amount not to exceed the amount of compensation expense recognized by the Company and its Subsidiaries in Wholly Owned Subsidiaries (a) which are domestic Subsidiaries as of the date of this Agreement or (b) which become domestic Wholly Owned Subsidiaries after the Closing Date and become Guarantors to the extent required by Section 10.09; provided, however, that the aggregate book value of all assets (other than intercompany obligations) owned by Immaterial Subsidiaries shall not exceed $10,000,000.connection with such plans; (bxiii) Intercompany loans and advances from any Subsidiary Receivables owing to the Company or any Guarantor that, other Domestic Loan Party and extensions of trade credit in the case ordinary course of loans or advances from Foreign Subsidiaries, are subordinated to the Obligations in accordance with the Foreign Subsidiary Subordination Agreement. (c) Investments in Cash Equivalents. (d) Guarantees permitted by Section 6.06. (e) So long as immediately before and after giving effect thereto no Default exists, and so long as the Company (if the Company is party thereto) or a Guarantor (if the Company is not party thereto) is the surviving entity, the Company and its Subsidiaries may acquire another entity in the same line of business as the Company as described in Section 6.02(a) if: (i) at all times when the Consolidated Leverage Ratio is greater than 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the purchase price for all such acquisitions permitted pursuant to this clause (e)(i) does not exceed, except with the consent of the Required Lenders, $100,000,000 in cash (excluding consideration consisting of Capital Stock, the proceeds of the issuance of Capital Stock or Subordinated Indebtedness) in the aggregate over the term of the Agreementbusiness; (iixiv) at all times when the Consolidated Leverage Ratio is less than or equal to 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the Company and its Subsidiaries may make unlimited acquisitions; provided, however that in the event a transaction permitted pursuant to this clause (e)(ii) would, on a pro forma basis after giving effect thereto, cause the Consolidated Leverage Ratio to exceed 2.50, the portion of the cash purchase price with respect to such transaction attributed to causing the Consolidated Leverage Ratio to be greater than 2.50 shall only be permitted to be paid to the extent the Company has sufficient availability in the $100,000,000 basket set forth in clause (e)(i) to take into account such excess amount; provided, further, that with respect to any acquisition permitted pursuant to this Section 6.08(e)(ii), (i) the acquisition must be approved by the target entity’s board of directors, (ii) the Company must be in compliance with the Computation Covenants immediately after giving effect to such acquisition, (iii) the acquired entity must not have any environmental liabilities which, after giving effect to such acquisition, would reasonably be expected to result in a Material Adverse Effect and (iv) any Subsidiary acquired under this Section 6.08(e) (other than (a) a Foreign Subsidiary or (b) any Immaterial Subsidiary if the aggregate book value of the assets (other than intercompany obligations) of all Immaterial Subsidiaries acquired under this Section 6.08(e) since the Closing Date does not exceed $10,000,000) shall guarantee the Obligations, as contemplated by Section 10.09.[reserved]; (f) So long as immediately before and after giving effect thereto no Default exists, the Company and its Subsidiaries may make (i) Investments in Unrestricted Affiliates engaged in businesses contemplated by Section 6.02(a) and (iixv) Investments consisting of contributions licensing, sublicensing or contribution of Property intellectual property pursuant to Unrestricted Affiliatesjoint marketing arrangements with other Persons, in an aggregate each case in the ordinary course of business; provided, that such licensing, sublicensing or contribution of intellectual property is either (i) on a non-exclusive basis or (ii) exclusive only within the granted territory; (xvi) [reserved]; and (xvii) prepaid expenses, negotiable instruments held for collection, lease, utility, workers’ compensation, performance and other similar deposits provided to third parties in the ordinary course of business. Any Investment in any Person other than a Loan Party that is otherwise permitted by this Section 6.15 may be made through substantially concurrent intermediate Investments in Subsidiaries that are not Loan Parties that are part of the same transaction or series of related transactions, and such intermediate Investments shall be disregarded for purposes of determining the outstanding amount for all such of Investments permitted pursuant to this any clause (f) (calculated at net book set forth above. The amount of any Investment made other than in the form of cash or Cash Equivalents shall be the fair market value thereof valued at the time of such Investment)the making thereof, when taken together with the aggregate amount of all Dispositions permitted pursuant to Section 6.10(e), not to exceed $100,000,000. (g) Loans or advances to employees of the Company in an amount not to exceed (i) $1,000,000 in the aggregate outstanding at any time for the purchase of capital stock of the Company and (ii) $5,000,000 in the aggregate outstanding at any time for all other purposes. (h) So long as immediately before and after without giving effect thereto to any subsequent write-downs or write-offs thereof. Notwithstanding the foregoing, no Default existsInvestment may be made by a Loan Party that results, Investments of the Company and its Subsidiaries directly or indirectly, in foreign Wholly Owned Subsidiaries; provided, however, any Person that other than with respect to Investments outstanding as of the Closing Date as described on Schedule 6.08(h), (i) such Investments shall is not involve the transfer of substantial noncash assets from the Company and its domestic Subsidiaries to its Foreign Subsidiaries other than up to $35,000,000 in book value of foreign patents and foreign trademarks; and (ii) net cash Investments of the Company and its domestic Subsidiaries in Foreign Subsidiaries made pursuant to this Section 6.08(h) at any one time outstanding shall not exceed $125,000,000 in the aggregatea Loan Party owning or holding Material Intellectual Property. (i) So long as immediately before and after giving effect thereto no Default exists, and provided that the Company complies with Section 10.09, the Company may create a Wholly Owned Subsidiary that constitutes a holding company for the Company’s European Subsidiaries.

Investments and Acquisitions. Neither the Company nor Make any of its Subsidiaries shall have outstanding, acquire, commit itself to acquire Investments or hold any Investment (including any Investment consisting of the acquisition of any business) (or become contractually committed to do so) except for the followingAcquisitions except: (a) Investments in the form of Cash Equivalents; (b) Investments of the Company Borrower and its Subsidiaries in Wholly Owned Subsidiaries (a) which are domestic Subsidiaries as of the date of this Agreement or (b) which become domestic Wholly Owned Subsidiaries after in existence on the Closing Date and become Guarantors other Investments in existence on the Closing Date and set forth on Schedule 6.05; (c) advances to officers, directors and employees of the Borrower and its Subsidiaries in an aggregate amount not to exceed $1,000,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (d) Investments by the Borrower or any Subsidiary in or to the extent required by Section 10.09Borrower or any other Subsidiary; provided, however, provided that the aggregate book value principal amount of all assets Investments made under this clause (other than intercompany obligationsd) owned by Immaterial the Loan Parties in or to Subsidiaries that are not Loan Parties shall not exceed $10,000,000.35,000,000 at any time outstanding; (be) Intercompany loans Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and advances from Investments received in satisfaction or partial satisfaction of accounts receivable or notes receivable that are due by financially troubled account debtors or that are subject to a dispute with the applicable account debtors, in each case to the extent reasonably necessary in order to prevent or limit loss; (f) Guarantees permitted by Section 6.02 and Guarantees of the Borrower or any Subsidiary to in respect of obligations (other than obligations constituting Debt) of the Company Borrower or any Guarantor thatof its Subsidiaries; (g) Investments under Hedging Arrangements permitted under Section 6.11; (h) Acquisitions so long as: (i) both before and after giving effect to each such Acquisition, no Default or Event of Default exists or would result therefrom; (ii) the cash consideration (other than Permitted Consideration Payments) paid in connection with all such Acquisitions does not exceed $10,000,000 in the aggregate since the Closing Date; (iii) each such Acquisition shall have been approved by the board of directors, or other equivalent governing body, of the Person acquired or the assets of which have been acquired pursuant thereto (or, in the case of loans an Acquisition of assets, such approval is not required by the Organizational Documents of such Person and the board of directors, or advances from Foreign Subsidiariesother equivalent governing body, are subordinated of such Person does not oppose the sale of such assets); and (iv) with respect to each Acquisition involving the payment of consideration in excess of $10,000,000, the Borrower shall have delivered to the Obligations in accordance with Administrative Agent a certificate of a Financial Officer of the Foreign Subsidiary Subordination Agreement. (c) Investments in Cash Equivalents. (d) Guarantees permitted by Section 6.06. (e) So long as immediately before and Borrower to the effect that, after giving effect thereto no Default exists, and so long as the Company (if the Company is party thereto) or a Guarantor (if the Company is not party thereto) is the surviving entityto such Acquisition, the Company Borrower would be in compliance with Sections 6.15 and its Subsidiaries may acquire another entity in the same line of business as the Company as described in Section 6.02(a) if: (i) at all times when the Consolidated Leverage Ratio is greater than 2.50 for the most recent period of four consecutive fiscal quarters (calculated 6.16 on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders attaching a reasonably detailed calculation in accordance with Sections 6.04(a) or 6.04(bsupport thereof), the purchase price for all such acquisitions permitted pursuant to this clause (e)(i) does not exceed, except with the consent of the Required Lenders, $100,000,000 in cash (excluding consideration consisting of Capital Stock, the proceeds of the issuance of Capital Stock or Subordinated Indebtedness) in the aggregate over the term of the Agreement; (i) Investments by the Borrower or any Subsidiary that result solely from the receipt by the Borrower or such Subsidiary from any of its Subsidiaries of a dividend or other Restricted Payment in the form of Equity Interests, evidences of Debt or other securities; (j) Investments by the Borrower or any Subsidiary made, directly or indirectly through any Subsidiary, in connection with any Project Specific Co-Development Arrangement; provided that (i) any such Investment is made solely to obtain the project that is the subject of such Project Specific Co-Development Arrangement or for working capital purposes of such Project Specific Co-Development Arrangement or otherwise to provide equipment or other assets required for the performance of obligations in respect of such Project Specific Co-Development Arrangement (and, in the case of any Investment in the form of a loan, such loan is not made as part of a revolving working capital credit facility) and (ii) at all times when any such Investment is made solely during the Consolidated Leverage Ratio is less than or equal to 2.50 for the most recent effectiveness of such Project Specific Co-Development Arrangement (including any warranty period of four consecutive fiscal quarters in respect thereof); (calculated on a pro forma basis giving effect k) to the proposed acquisition as if such acquisition had been consummated at extent constituting an Investment, any indemnities, undertakings, representations or other obligations (including contingent obligations) of the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the Company Borrower and its Subsidiaries may make unlimited acquisitionsunder the Existing Governmental Fueling Facility Arrangements; (l) other Investments and other Acquisitions; provided, however provided that in the event a transaction permitted pursuant to this clause (e)(ii) would, on a pro forma basis after giving effect thereto, cause the Consolidated Leverage Ratio to exceed 2.50, the portion of the cash purchase price with respect to such transaction attributed to causing the Consolidated Leverage Ratio to be greater than 2.50 shall only be permitted to be paid to the extent the Company has sufficient availability in the $100,000,000 basket set forth in clause (e)(i) to take into account such excess amount; provided, further, that with respect to any acquisition permitted pursuant to this Section 6.08(e)(ii), (i) the acquisition must be approved by aggregate outstanding amount of Investments made in reliance on this clause (l), together with, without duplication, the target entity’s board aggregate amount of directorsconsideration paid in connection with all other Acquisitions made in reliance on this clause (l), in each case in any fiscal year shall not exceed $10,000,000 and (ii) the aggregate amount of Investments made in reliance on this clause (l) outstanding at any time, together with, without duplication, the aggregate amount of consideration paid in connection with all other Acquisitions made in reliance on this clause (l), shall not exceed $10,000,000 at any time outstanding; and (m) Investments received in respect of, or consisting of, the transfer or contribution of Equity Interests in or Indebtedness of any CFC or CFC Holding Company must to any other CFC or CFC Holding Company. Notwithstanding the foregoing, any Investment or Acquisition permitted under Section 6.05(h) or 6.05(l) (other than Investments by the Borrower or any Subsidiary in or to the Borrower or any other Subsidiary and other than any Investment or Acquisition the consideration for which consists only of Equity Interests of the Borrower and the Permitted Consideration Payments) may only be in compliance with the Computation Covenants made if (x) Liquidity is equal to or greater than $50,000,000 immediately before and immediately after giving effect to such acquisition, Investment or Acquisition and (iiiy) the acquired entity must not have any environmental liabilities whichTotal Leverage Ratio, after giving pro forma effect to such acquisitionInvestment or Acquisition, would reasonably be expected to result in a Material Adverse Effect and (iv) any Subsidiary acquired under this Section 6.08(e) (other is less than (aA) a Foreign Subsidiary or (b) any Immaterial Subsidiary if the aggregate book value of the assets (other than intercompany obligations) of all Immaterial Subsidiaries acquired under this Section 6.08(e) since the Closing Date does not exceed $10,000,000) shall guarantee the Obligations, as contemplated maximum Total Leverage Ratio then permitted by Section 10.096.16 minus (B) 0.50. (f) So long as immediately before and after giving effect thereto no Default exists, the Company and its Subsidiaries may make (i) Investments in Unrestricted Affiliates engaged in businesses contemplated by Section 6.02(a) and (ii) Investments consisting of contributions of Property to Unrestricted Affiliates, in an aggregate amount for all such Investments permitted pursuant to this clause (f) (calculated at net book value at the time of such Investment), when taken together with the aggregate amount of all Dispositions permitted pursuant to Section 6.10(e), not to exceed $100,000,000. (g) Loans or advances to employees of the Company in an amount not to exceed (i) $1,000,000 in the aggregate outstanding at any time for the purchase of capital stock of the Company and (ii) $5,000,000 in the aggregate outstanding at any time for all other purposes. (h) So long as immediately before and after giving effect thereto no Default exists, Investments of the Company and its Subsidiaries in foreign Wholly Owned Subsidiaries; provided, however, that other than with respect to Investments outstanding as of the Closing Date as described on Schedule 6.08(h), (i) such Investments shall not involve the transfer of substantial noncash assets from the Company and its domestic Subsidiaries to its Foreign Subsidiaries other than up to $35,000,000 in book value of foreign patents and foreign trademarks; and (ii) net cash Investments of the Company and its domestic Subsidiaries in Foreign Subsidiaries made pursuant to this Section 6.08(h) at any one time outstanding shall not exceed $125,000,000 in the aggregate. (i) So long as immediately before and after giving effect thereto no Default exists, and provided that the Company complies with Section 10.09, the Company may create a Wholly Owned Subsidiary that constitutes a holding company for the Company’s European Subsidiaries.

Investments and Acquisitions. Neither the Company nor any of The Borrower and its Subsidiaries shall have outstandingmay make Investments (including, acquirewithout limitation, commit itself loans and advances to, and other Investments in, its Subsidiaries) and commitments therefor, create Subsidiaries, become a partner in any partnership or joint venture and make Acquisitions, subject to acquire or hold any Investment (including any Investment consisting of the acquisition of any business) (or become contractually committed to do so) except for the following: (a) Investments of the Company The Borrower and its Subsidiaries may make Acquisitions so long as (i) such transactions (A) consist exclusively of Acquisitions of businesses or entities engaged in Wholly Owned Subsidiaries the specialty property and casualty business, (aB) which are domestic Subsidiaries as do not constitute hostile takeovers and (C) do not require the payment of an aggregate consideration in excess of $50,000,000 after the date of this Agreement or Agreement, (bii) which become domestic Wholly Owned Subsidiaries after the Closing Date Borrower provides the Agent and become Guarantors each Lender with written notice of such transactions at least 20 days prior to the extent required by Section 10.09; providedeffective date thereof, however, that the aggregate book value of all assets and (other than intercompany obligationsiii) owned by Immaterial Subsidiaries shall not exceed $10,000,000no Default or Unmatured Default has occurred and is continuing or would occur after giving effect thereto. (b) Intercompany loans The Borrower and advances from any Subsidiary to its Subsidiaries may make Investments in debt securities so long as at least 90% of the Company or any Guarantor that, principal amount outstanding of all such Investments constitutes an Investment in the case of loans or advances from Foreign Subsidiaries, are subordinated to the Obligations in accordance with the Foreign Subsidiary Subordination AgreementInvestment Grade Obligations. (c) Any Investments made by any Insurance Subsidiary must be of a quality acceptable to the insurance commissioner in Cash Equivalentsthe respective domiciliary state of such Insurance Subsidiary. (d) Guarantees permitted by Section 6.06The Borrower and its Subsidiaries may make loans to and extend guarantees of loans made to employees of the Borrower and its Subsidiaries to purchase stock of the Borrower pursuant to an employee stock purchase plan, so long as the aggregate principal amount outstanding of all such loans and guaranteed loans shall not exceed $20,000,000 in the aggregate. (e) So long as immediately before and after giving effect thereto no Default exists, and so long as the Company (if the Company is party thereto) or a Guarantor (if the Company is not party thereto) is the surviving entity, the Company The Borrower and its Subsidiaries may acquire another entity purchase equity securities issued by other Persons which are not Affiliates thereof and become a partner in the same line of business as the Company as described a partnership or joint venture or similar Person, in Section 6.02(a) if: (i) at all times when the Consolidated Leverage Ratio is greater than 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis each case in transactions which do not constitute Acquisitions; provided, that after giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b)transactions, the purchase price for aggregate fair market value of all such acquisitions permitted pursuant to this clause (e)(i) does equity securities so purchased and the partnership, joint venture and other interests so obtained shall not exceed, except with the consent exceed at any time 20% of the Required Lenders, $100,000,000 in cash (excluding consideration consisting of Capital Stock, the proceeds aggregate statutory surplus of the issuance of Capital Stock or Subordinated Indebtedness) in the aggregate over the term of the Agreement; (ii) Insurance Subsidiaries at all times when the Consolidated Leverage Ratio is less than or equal to 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the Company and its Subsidiaries may make unlimited acquisitions; provided, however that in the event a transaction permitted pursuant to this clause (e)(ii) would, on a pro forma basis after giving effect thereto, cause the Consolidated Leverage Ratio to exceed 2.50, the portion of the cash purchase price with respect to such transaction attributed to causing the Consolidated Leverage Ratio to be greater than 2.50 shall only be permitted to be paid to the extent the Company has sufficient availability in the $100,000,000 basket set forth in clause (e)(i) to take into account such excess amounttime; provided, further, that with respect to any acquisition permitted pursuant to this Section 6.08(e)(ii), neither (i) interests in joint ventures which are limited liability companies engaging in the acquisition must be approved by same lines of business as the target entity’s board of directors, Insurance Subsidiaries nor (ii) the Company must be in compliance with the Computation Covenants immediately after giving effect to such acquisition, (iii) the acquired entity must not have any environmental liabilities which, after giving effect to such acquisition, would reasonably be expected to result in a Material Adverse Effect and (iv) any Subsidiary acquired under this Section 6.08(e) (other purchases of publicly traded equity securities which aggregate less than (a) a Foreign Subsidiary or (b) any Immaterial Subsidiary if the aggregate book value 5% of the assets (other than intercompany obligations) outstanding equity securities of all Immaterial Subsidiaries acquired under this Section 6.08(e) since the Closing Date does not exceed $10,000,000) a Person shall guarantee the Obligations, as contemplated by Section 10.09count toward such limitation. (f) So long as immediately before and after giving effect thereto no Default exists, the Company and its Subsidiaries may make (i) Investments in Unrestricted Affiliates engaged in businesses contemplated by Section 6.02(a) and (ii) Investments consisting of contributions of Property to Unrestricted Affiliates, in an aggregate amount for all such Investments permitted pursuant to this clause (f) (calculated at net book value at the time of such Investment), when taken together with the aggregate amount of all Dispositions permitted pursuant to Section 6.10(e), not to exceed $100,000,000. (g) Loans or advances to employees of the Company in an amount not to exceed (i) $1,000,000 in the aggregate outstanding at any time for the purchase of capital stock of the Company and (ii) $5,000,000 in the aggregate outstanding at any time for all other purposes. (h) So long as immediately before and after giving effect thereto no Default exists, Investments of the Company and its Subsidiaries in foreign Wholly Owned Subsidiaries; provided, however, that other than with respect to Investments outstanding as of the Closing Date as described on Schedule 6.08(h), (i) such Investments shall not involve the transfer of substantial noncash assets from the Company and its domestic Subsidiaries to its Foreign Subsidiaries other than up to $35,000,000 in book value of foreign patents and foreign trademarks; and (ii) net cash Investments of the Company and its domestic Subsidiaries in Foreign Subsidiaries made pursuant to this Section 6.08(h) at any one time outstanding shall not exceed $125,000,000 in the aggregate. (i) So long as immediately before and after giving effect thereto no Default exists, and provided that the Company complies with Section 10.09, the Company may create a Wholly Owned Subsidiary that constitutes a holding company for the Company’s European Subsidiaries.

Investments and Acquisitions. Neither the Company nor The Borrower shall not, and shall not suffer or permit any of its Subsidiaries shall have outstandingto, acquiredirectly or indirectly, commit itself to acquire make any Acquisition or hold or make any other Investment (including in any Investment consisting of the acquisition of any business) (or become contractually committed to do so) except for the followingother Person, except: (a) Investments of the Company and its Subsidiaries in Wholly Owned Subsidiaries (a) which are domestic Subsidiaries as of the date of this Agreement or (b) which become domestic Wholly Owned Subsidiaries after existence on the Closing Date and become Guarantors commitments to make Investments existing on the extent required by Section 10.09; provided, however, that the aggregate book value of all assets (other than intercompany obligations) owned by Immaterial Subsidiaries shall not exceed $10,000,000.Closing Date and listed on Schedule 7.09; (b) Intercompany loans and advances from any Subsidiary to Investments consisting of non-cash consideration received in connection with a Disposition not prohibited by the Company or any Guarantor that, in the case of loans or advances from Foreign Subsidiaries, are subordinated to the Obligations in accordance with the Foreign Subsidiary Subordination Agreement.Loan Documents; (c) Investments received in Cash Equivalents.connection with the bankruptcy or reorganization of customers and suppliers in the ordinary course of business; (d) Guarantees Investments consisting of Contingent Obligations the incurrence of which is permitted by pursuant to Section 6.06.7.14; (e) So long as immediately before and after giving effect thereto no Default exists, and so long as Investments in Cash Equivalents; (f) Insurance Investments by the Company Borrower or any Insurance Subsidiary (if the Company is party thereto) or a Guarantor (if the Company including by any Subsidiary of such Insurance Subsidiary that is not party theretoitself an Insurance Subsidiary); (g) is Investments by the surviving entity, the Company and Borrower or any of its Subsidiaries may acquire another entity in the same line Borrower or any of its Subsidiaries; provided that any such transaction with or among Subsidiaries that are not Credit Parties shall be in the ordinary course of business as and consistent with historic practices of the Company as described respective parties; (h) security deposits or pledges held or made in Section 6.02(a) if:the ordinary course of business; (i) at all times when the Consolidated Leverage Ratio is greater than 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the purchase price for all such acquisitions permitted pursuant to this clause (e)(i) does not exceed, except with the consent of the Required Lenders, $100,000,000 in cash (excluding consideration consisting of Capital Stock, the proceeds of the issuance of Capital Stock or Subordinated Indebtedness) loans and advances in the aggregate over the term ordinary course of the Agreement; (ii) at all times when the Consolidated Leverage Ratio is less than business to employees for moving, relocation, travel or equal business purposes, in each case subject to 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the Company and its Subsidiaries may make unlimited acquisitions; provided, however that in the event a transaction permitted pursuant to this clause (e)(ii) would, on a pro forma basis after giving effect thereto, cause the Consolidated Leverage Ratio to exceed 2.50, the portion of the cash purchase price with respect to such transaction attributed to causing the Consolidated Leverage Ratio to be greater than 2.50 shall only be permitted to be paid to the extent the Company has sufficient availability in the $100,000,000 basket set forth in clause (e)(i) to take into account such excess amount; provided, further, that with respect to any acquisition permitted pursuant to this Section 6.08(e)(ii), (i) the acquisition must be approved by the target entity’s board of directors, (ii) the Company must be in compliance with the Computation Covenants immediately after giving effect to such acquisition, (iii) the acquired entity must not have any environmental liabilities which, after giving effect to such acquisition, would reasonably be expected to result in a Material Adverse Effect and (iv) any Subsidiary acquired under this Section 6.08(e) (other than (a) a Foreign Subsidiary or (b) any Immaterial Subsidiary if the aggregate book value Requirements of the assets (other than intercompany obligations) of all Immaterial Subsidiaries acquired under this Section 6.08(e) since the Closing Date does not exceed $10,000,000) shall guarantee the Obligations, as contemplated by Section 10.09. (f) So long as immediately before and after giving effect thereto no Default exists, the Company and its Subsidiaries may make (i) Investments in Unrestricted Affiliates engaged in businesses contemplated by Section 6.02(a) and (ii) Investments consisting of contributions of Property to Unrestricted Affiliates, in an aggregate amount for all such Investments permitted pursuant to this clause (f) (calculated at net book value at the time of such Investment), when taken together with the aggregate amount of all Dispositions permitted pursuant to Section 6.10(e), Law not to exceed $100,000,000.10,000,000 in the aggregate outstanding at any time; (gj) Loans Permitted Swap Obligations; (k) Acquisitions (other than Acquisitions that constitute Investments permitted by Section 7.09(f) above or advances to employees of the Company Section 7.09(l) below) for aggregate consideration in an amount not to exceed $10,000,000 in any Fiscal Year; provided that at the time of such Acquisition no Default or Event of Default shall be continuing or shall result therefrom (iincluding any failure to be in compliance with the financial covenants calculated on a Pro Forma Basis); and (l) Investments not otherwise permitted hereby in an aggregate amount expended not to exceed $1,000,000 in 3,000,000 over the aggregate outstanding at term of this Agreement. Notwithstanding the foregoing if (A) no Default or Event of Default under any time for other Section of this Agreement has occurred and is continuing or would result from the purchase of capital stock making of the Company relevant Acquisition or Investment and (iiB) $5,000,000 in the aggregate outstanding at any time for all other purposes. (h) So long as immediately before and after giving effect thereto no Default exists, Investments Guarantee from Parent of the Company Obligations is in full force and its Subsidiaries in foreign Wholly Owned Subsidiaries; providedeffect, however, that other than with respect to Investments outstanding as then the restrictions of the Closing Date as described on Schedule 6.08(h), (i) such Investments shall not involve the transfer of substantial noncash assets from the Company and its domestic Subsidiaries to its Foreign Subsidiaries other than up to $35,000,000 in book value of foreign patents and foreign trademarks; and (ii) net cash Investments of the Company and its domestic Subsidiaries in Foreign Subsidiaries made pursuant to this Section 6.08(h) at any one time outstanding shall 7.09 will not exceed $125,000,000 in the aggregateapply. (i) So long as immediately before and after giving effect thereto no Default exists, and provided that the Company complies with Section 10.09, the Company may create a Wholly Owned Subsidiary that constitutes a holding company for the Company’s European Subsidiaries.

Investments and Acquisitions. Neither the Company The Borrower will not, nor will it permit any of its Subsidiaries shall have outstandingSubsidiary to, acquire, commit itself make or suffer to acquire or hold exist any Investment Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Investment consisting of the acquisition Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of any business) (or become contractually committed to do so) except for the followingPerson, except: (a) 6.13.1 Cash Equivalent Investments of and other Investments in existence on the Company date hereof and its described in Schedule 6.13(A). 6.13.2 Investments in Subsidiaries in Wholly Owned Subsidiaries (a) which are domestic Subsidiaries Guarantors. 6.13.3 Acquisitions meeting the following requirements or otherwise approved by the Required Lenders (each such Acquisition constituting a "Permitted Acquisition"): (i) as of the date of this Agreement the consummation of such Acquisition, no Default or (b) which become domestic Wholly Owned Subsidiaries after Unmatured Default shall have occurred and be continuing or would result from such Acquisition, and the Closing Date representation and become Guarantors to the extent required by warranty contained in Section 10.09; provided, however, that the aggregate book value of all assets (other than intercompany obligations) owned by Immaterial Subsidiaries 5.11 shall not exceed $10,000,000. (b) Intercompany loans and advances from any Subsidiary to the Company or any Guarantor that, in the case of loans or advances from Foreign Subsidiaries, are subordinated to the Obligations in accordance with the Foreign Subsidiary Subordination Agreement. (c) Investments in Cash Equivalents. (d) Guarantees permitted by Section 6.06. (e) So long as immediately be true both before and after giving effect thereto no Default exists, and so long as the Company (if the Company is party thereto) or a Guarantor (if the Company is not party thereto) is the surviving entity, the Company and its Subsidiaries may acquire another entity in the same line of business as the Company as described in Section 6.02(a) if: (i) at all times when the Consolidated Leverage Ratio is greater than 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the purchase price for all such acquisitions permitted pursuant to this clause (e)(i) does not exceed, except with the consent of the Required Lenders, $100,000,000 in cash (excluding consideration consisting of Capital Stock, the proceeds of the issuance of Capital Stock or Subordinated Indebtedness) in the aggregate over the term of the AgreementAcquisition; (ii) at all times when the Consolidated Leverage Ratio such Acquisition is less than or equal to 2.50 for the most recent period of four consecutive fiscal quarters (calculated consummated on a pro forma non-hostile basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the Company and its Subsidiaries may make unlimited acquisitions; provided, however that in the event a transaction permitted pursuant to this clause (e)(ii) would, on a pro forma basis after giving effect thereto, cause the Consolidated Leverage Ratio to exceed 2.50, the portion of the cash purchase price with respect to such transaction attributed to causing the Consolidated Leverage Ratio to be greater than 2.50 shall only be permitted to be paid to the extent the Company has sufficient availability in the $100,000,000 basket set forth in clause (e)(i) to take into account such excess amount; provided, further, that with respect to any negotiated acquisition permitted pursuant to this Section 6.08(e)(ii), (i) the acquisition must be agreement approved by the target entity’s board of directorsdirectors or other applicable governing body of the seller or entity to be acquired, (ii) the Company must be in compliance with the Computation Covenants immediately after giving effect and no material challenge to such acquisition, Acquisition (excluding the exercise of appraisal rights) shall be pending or threatened by any shareholder or director of the seller or entity to be acquired; (iii) the business to be acquired entity must not have any environmental liabilities which, after giving effect to in such acquisition, would reasonably be expected to result in a Material Adverse Effect and (iv) any Subsidiary acquired under this Section 6.08(e) Acquisition (other than (a) a Foreign Subsidiary Specified Acquisition, (b) an Initial Acquisition and (c) a Permitted Alternative Fuel Acquisition that demonstrates, based on the Acquisition Pro Forma defined below, Consolidated Net Income attributable to the business acquired in such Acquisition in excess of $0 after giving effect to such Acquisition) is similar or related to one or more of the lines of business in which the Borrower and its Subsidiaries are engaged on the Closing Date; (iv) as of the date of the consummation of such Acquisition, all material governmental and corporate approvals required in connection therewith shall have been obtained; (v) (a) such Acquisition is a Specified Acquisition or a Permitted Alternative Fuel Acquisition or (b) during any Immaterial Subsidiary if the aggregate book value fiscal year of the assets Borrower, (1) the Purchase Price for each such Acquisition (other than intercompany obligationsa Specified Acquisition or a Permitted Fuel Acquisition) of all Immaterial Subsidiaries acquired under this Section 6.08(e) since the Closing Date does payable in cash shall not exceed $10,000,00030,000,000 and, together with the Purchase Price payable in cash for all other Permitted Acquisitions (other than Specified Acquisitions), shall not exceed an amount equal to $50,000,000 and (2) the Purchase Price for each such Acquisition (other than a Specified Acquisition or a Permitted Alternative Fuel Acquisition) not payable in cash, together with the Purchase Price not payable in cash for all other Permitted Acquisitions, shall guarantee not exceed an amount equal to $20,000,000 (as determined by reference to the Obligationsunderlying documents for such transaction, as contemplated by Section 10.09.long as such documents shall be the product of an arm's length basis and entered into in good faith); and (fvi) So long as immediately before and after giving effect thereto no Default existsexcept in the case of a Specified Acquisition or an Initial Acquisition, prior to the consummation of such Permitted Acquisition, the Company Borrower shall have delivered to the Administrative Agent a pro forma consolidated and consolidating balance sheet, income statement and cash flow statement of the Borrower and its Subsidiaries may make (ithe "Acquisition Pro Forma"), based on the Borrower's most recent financial statements delivered pursuant to Section 6.1.1 and using historical financial statements for the acquired entity provided by the seller(s) or which shall be complete and shall fairly present, in all material respects, the financial condition and results of operations and cash flows of the Borrower and its Subsidiaries in accordance with Agreement Accounting Principles, but taking into account such Permitted Acquisition and the funding of all Credit Extensions in connection therewith, and such Acquisition Pro Forma shall reflect that, on a pro forma basis, the Borrower would have been in compliance with the financial covenants set forth in Sections 6.21, 6.22 and 6.23 for the four fiscal quarter period reflected in the compliance certificate most recently delivered to the Administrative Agent pursuant to Section 6.1.3 prior to the consummation of such Permitted Acquisition (giving effect to such Permitted Acquisition and all Credit Extensions funded in connection therewith as if made on the first day of such period). 6.13.4 Investments in Unrestricted Affiliates engaged entities in businesses contemplated by Section 6.02(a) which the Borrower or any Subsidiary owns 50% or less of the issued and (ii) outstanding equity interests thereof, including the Investments consisting of contributions of Property to Unrestricted Affiliates, described in an aggregate amount for all such Investments permitted pursuant to this clause (f) (calculated at net book value at the time of such InvestmentSchedule 6.13(B), when taken together with provided that Investments made after the date of this Agreement do not exceed $5,000,000 (the "Minority Investment Base Amount") in any fiscal year of the Borrower; provided further that if the aggregate amount of all Dispositions permitted pursuant to Section 6.10(esuch Investments actually made in any one fiscal year of the Borrower are actually less than the Minority Investment Base Amount (the difference being the "Shortfall Amount"), not then, so long as no Default or Unmatured Default has occurred and is continuing, the permitted amount of such Investments during the immediately succeeding fiscal year only shall be an amount equal to exceed $100,000,000the Minority Investment Base Amount plus the Shortfall Amount. (g) Loans 6.13.5 Creation of or advances to employees of the Company Investment in an amount not to exceed (i) $1,000,000 in the aggregate outstanding at any time for the purchase of capital stock of the Company and (ii) $5,000,000 in the aggregate outstanding at any time for all other purposes. (h) So long as immediately before and after giving effect thereto no Default exists, Investments of the Company and its Subsidiaries in foreign Wholly Owned Subsidiaries; provided, however, that other than with respect to Investments outstanding as of the Closing Date as described on Schedule 6.08(h), (i) such Investments shall not involve the transfer of substantial noncash assets from the Company and its domestic Subsidiaries to its Foreign Subsidiaries other than up to $35,000,000 in book value of foreign patents and foreign trademarks; and (ii) net cash Investments of the Company and its domestic Subsidiaries in Foreign Subsidiaries made pursuant to this Section 6.08(h) at any one time outstanding shall not exceed $125,000,000 in the aggregate. (i) So long as immediately before and after giving effect thereto no Default exists, and provided that the Company complies with Section 10.09, the Company may create a Wholly Owned Subsidiary that constitutes is a holding company for the Company’s European SubsidiariesGuarantor.

Investments and Acquisitions. Neither the Company nor Make, incur or assume, or permit to exist, or make any of its Subsidiaries shall have outstandingoffer or commitment to make, acquireor enter into any agreement to make, commit itself to acquire any Investments in any other Person or hold any Investment (including any Investment consisting of the acquisition of any business) (or become contractually committed to do so) except for the followingAcquisitions; EXCEPT: (a) Investments of the Company and its Subsidiaries in Wholly Owned Subsidiaries (a) which are domestic Subsidiaries as of the date of this Agreement or Permitted Investments; (b) which become domestic Wholly Owned Subsidiaries after Investments by any Subsidiary Guarantor in the Closing Date and become Guarantors Borrower or in any other Subsidiary Guarantor; (c) subject always to the extent required restrictions and limitations contained in Section 8.2(f), Investments (including capital contributions) by Section 10.09the Parent Company in the Borrower or any Subsidiary Guarantor, and Investments by the Borrower in any Subsidiary Guarantor; (d) Permitted Acquisitions; (e) Acquisitions (including Acquisitions of Equity Interests) by the Borrower or any of the Subsidiary Guarantors, in a single transaction or in a series of related transactions, for an Amount (exclusive of consideration paid in the form of Permitted Equity Interests of the Parent Company) not exceeding $5,000,000 in the aggregate for any such single transaction or series of related transactions; provided, however, that: (i) the aggregate Amount paid (exclusive of consideration paid in the form of Permitted Equity Interests of the Parent Company, and exclusive of the consideration paid in the Pending Acquisitions) by the Parent Company or the Borrower or by any of their Subsidiaries for all of such Acquisitions pursuant to this clause (e) (determined on a consolidated basis) during any Fiscal Year shall not exceed $5,000,000; and (ii) both immediately before and immediately after giving effect to any such Acquisition, no Defaults shall then be continuing or shall result therefrom; and (f) any Acquisition by the Borrower or by any of its Subsidiaries, if not less than eighty-five percent (85%) of the aggregate Fair Market Value of the Amount payable for any such Acquisition is in the form of Permitted Equity Interests of the Parent Company; provided, however, that the aggregate book value of all assets (other than intercompany obligations) owned by Immaterial Subsidiaries shall not exceed $10,000,000. (b) Intercompany loans and advances from any Subsidiary to the Company or any Guarantor that, in the case of loans or advances from Foreign Subsidiaries, are subordinated to the Obligations in accordance with the Foreign Subsidiary Subordination Agreement. (c) Investments in Cash Equivalents. (d) Guarantees permitted by Section 6.06. (e) So long as immediately before and after giving effect thereto no Default exists, and so long as the Company (if the Company is party thereto) or a Guarantor (if the Company is not party thereto) is the surviving entity, the Company and its Subsidiaries may acquire another entity in the same line of business as the Company as described in Section 6.02(a) if: (i) at all times when least five (5) Business Days prior to completion of any such Acquisition, the Consolidated Leverage Ratio is greater than 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect Principal Companies shall have delivered to the proposed acquisition as if Administrative Agent (A) true and complete copies of all Acquisition Documentation relating to such acquisition had been consummated at the beginning Acquisition, and (B) a Compliance Certificate duly executed by an Authorized Officer of such periodeach Principal Company, which certificate shall contain (1) for which financial reports have been (or are required to have been) furnished information, reasonably satisfactory to the Lenders in accordance with Sections 6.04(a) or 6.04(b)Administrative Agent, the purchase price for all such acquisitions permitted pursuant to this clause (e)(i) does not exceedshowing that, except with the consent of the Required Lenders, $100,000,000 in cash (excluding consideration consisting of Capital Stock, the proceeds of the issuance of Capital Stock or Subordinated Indebtedness) in the aggregate over the term of the Agreement; (ii) at all times when the Consolidated Leverage Ratio is less than or equal to 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the Company and its Subsidiaries may make unlimited acquisitions; provided, however that in the event a transaction permitted pursuant to this clause (e)(ii) would, on a pro forma basis after giving effect thereto, cause the Consolidated Leverage Ratio on a Pro Forma Basis to exceed 2.50such Acquisition, the portion Principal Companies shall not be in violation of any of the cash purchase price with respect to such transaction attributed to causing financial covenants contained in Section 8.4 as of the Consolidated Leverage Ratio to then most recent Covenant Determination Date, and (2) a statement that no Default is then continuing or will be greater than 2.50 shall only be permitted to be paid to the extent the Company has sufficient availability in the $100,000,000 basket set forth in clause (e)(i) to take into account such excess amount; provided, further, that with respect to any acquisition permitted pursuant to this Section 6.08(e)(ii), (i) the acquisition must be approved by the target entity’s board of directors, (ii) the Company must be in compliance with the Computation Covenants continuing immediately after giving effect to such acquisitionAcquisition, and (iiiii) the acquired entity must not have any environmental liabilities which, both immediately before and immediately after giving effect to any such acquisitionAcquisition, would reasonably no Defaults shall then be expected to continuing or shall result in a Material Adverse Effect and (iv) any Subsidiary acquired under this Section 6.08(e) (other than (a) a Foreign Subsidiary or (b) any Immaterial Subsidiary if the aggregate book value of the assets (other than intercompany obligations) of all Immaterial Subsidiaries acquired under this Section 6.08(e) since the Closing Date does not exceed $10,000,000) shall guarantee the Obligations, as contemplated by Section 10.09therefrom. (f) So long as immediately before and after giving effect thereto no Default exists, the Company and its Subsidiaries may make (i) Investments in Unrestricted Affiliates engaged in businesses contemplated by Section 6.02(a) and (ii) Investments consisting of contributions of Property to Unrestricted Affiliates, in an aggregate amount for all such Investments permitted pursuant to this clause (f) (calculated at net book value at the time of such Investment), when taken together with the aggregate amount of all Dispositions permitted pursuant to Section 6.10(e), not to exceed $100,000,000. (g) Loans or advances to employees of the Company in an amount not to exceed (i) $1,000,000 in the aggregate outstanding at any time for the purchase of capital stock of the Company and (ii) $5,000,000 in the aggregate outstanding at any time for all other purposes. (h) So long as immediately before and after giving effect thereto no Default exists, Investments of the Company and its Subsidiaries in foreign Wholly Owned Subsidiaries; provided, however, that other than with respect to Investments outstanding as of the Closing Date as described on Schedule 6.08(h), (i) such Investments shall not involve the transfer of substantial noncash assets from the Company and its domestic Subsidiaries to its Foreign Subsidiaries other than up to $35,000,000 in book value of foreign patents and foreign trademarks; and (ii) net cash Investments of the Company and its domestic Subsidiaries in Foreign Subsidiaries made pursuant to this Section 6.08(h) at any one time outstanding shall not exceed $125,000,000 in the aggregate. (i) So long as immediately before and after giving effect thereto no Default exists, and provided that the Company complies with Section 10.09, the Company may create a Wholly Owned Subsidiary that constitutes a holding company for the Company’s European Subsidiaries.

Investments and Acquisitions. Neither the Company The Borrower will not, nor will it permit any of its Subsidiaries shall have outstandingSubsidiary to, acquire, commit itself make or suffer to acquire or hold exist any Investment Investments (including any Investment consisting of the acquisition of any business) (or become contractually committed to do so) except for the following: (a) Investments of the Company and its Subsidiaries in Wholly Owned Subsidiaries (a) which are domestic Subsidiaries as of the date of this Agreement or (b) which become domestic Wholly Owned Subsidiaries after the Closing Date and become Guarantors to the extent required by Section 10.09; providedwithout limitation, however, that the aggregate book value of all assets (other than intercompany obligations) owned by Immaterial Subsidiaries shall not exceed $10,000,000. (b) Intercompany loans and advances from to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to the Company become or remain a partner in any Guarantor thatpartnership or joint venture, in the case or to make any Acquisition of loans or advances from Foreign Subsidiariesany Person, are subordinated to the Obligations in accordance with the Foreign Subsidiary Subordination Agreement. (c) Investments in Cash Equivalents. (d) Guarantees permitted by Section 6.06. (e) So long as immediately before and after giving effect thereto no Default exists, and so long as the Company (if the Company is party thereto) or a Guarantor (if the Company is not party thereto) is the surviving entity, the Company and its Subsidiaries may acquire another entity in the same line of business as the Company as described in Section 6.02(a) ifexcept: (i) at all times when the Consolidated Leverage Ratio is greater than 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the purchase price for all such acquisitions permitted pursuant to this clause (e)(i) does not exceed, except with the consent of the Required Lenders, $100,000,000 in cash (excluding consideration consisting of Capital Stock, the proceeds of the issuance of Capital Stock or Subordinated Indebtedness) in the aggregate over the term of the Agreement;Cash Equivalent Investments. (ii) at all times Existing Investments in Subsidiaries and other Investments in existence on the date hereof and described in Schedule 1. (iii) Permitted Domestic Acquisitions made when the Consolidated Leverage Ratio no Default or Unmatured Default has occurred and is less than continuing or equal to 2.50 for the most recent period of four consecutive fiscal quarters will result therefrom. (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such periodiv) for which financial reports have been (or are required to have beena) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the Company and its Subsidiaries may make unlimited acquisitions; provided, however that Investments in the event Borrower’s Subsidiaries which are organized in jurisdictions located outside the United States of America, (b) Permitted Foreign Acquisitions, and (c) creation of new Subsidiaries organized under the laws of a transaction permitted pursuant to this clause (e)(ii) wouldjurisdiction located outside the United States of America, on a pro forma basis after giving effect theretoall in an aggregate amount, cause together with all Foreign Transfers of Assets and the Consolidated Leverage Ratio to exceed 2.50, the portion of the cash purchase price with respect to such transaction attributed to causing the Consolidated Leverage Ratio to be greater than 2.50 shall only be Indebtedness permitted to be paid to incurred by Subsidiaries organized under the extent laws of a jurisdiction located outside the Company has sufficient availability in the $100,000,000 basket set forth in clause (e)(i) to take into account such excess amount; provided, further, that with respect to any acquisition permitted pursuant to this Section 6.08(e)(ii), (i) the acquisition must be approved by the target entity’s board United States of directors, (ii) the Company must be in compliance with the Computation Covenants immediately after giving effect to such acquisition, (iii) the acquired entity must not have any environmental liabilities which, after giving effect to such acquisition, would reasonably be expected to result in a Material Adverse Effect and (iv) any Subsidiary acquired under this Section 6.08(e) (other than (a) a Foreign Subsidiary or (b) any Immaterial Subsidiary if the aggregate book value of the assets (other than intercompany obligations) of all Immaterial Subsidiaries acquired under this Section 6.08(e) since the Closing Date does not exceed $10,000,000) shall guarantee the Obligations, as contemplated by Section 10.09. (f) So long as immediately before and after giving effect thereto no Default exists, the Company and its Subsidiaries may make (i) Investments in Unrestricted Affiliates engaged in businesses contemplated by Section 6.02(a) and (ii) Investments consisting of contributions of Property to Unrestricted Affiliates, in an aggregate amount for all such Investments permitted pursuant to this clause (f) (calculated at net book value at the time of such Investment), when taken together with the aggregate amount of all Dispositions permitted America pursuant to Section 6.10(e6.11(vi)(b), not to exceed $100,000,00010,000,000 during the term of this Agreement so long as no Default or Unmatured Default has occurred and is continuing or will result therefrom. (gv) Loans Investments in the Borrower and/or the Guarantors so long as no Default or advances to employees Unmatured Default has occurred and is continuing or will result therefrom. (vi) The foreign equivalent of Cash Equivalent Investments invested in by Subsidiaries organized under the Company laws of a jurisdiction located outside the United States of America. (vii) Additional Investments in an aggregate outstanding principal amount not to exceed (i) $1,000,000 in the aggregate outstanding 10,000,000 at any time for the purchase of capital stock of the Company so long as no Default or Unmatured Default exists and (ii) $5,000,000 in the aggregate outstanding at any time for all other purposesis continuing or will result therefrom. (hviii) So Creation of new Subsidiaries organized under the laws of the United States of America so long as immediately before and after giving effect thereto no Default exists, Investments of the Company and its Subsidiaries in foreign Wholly Owned Subsidiaries; provided, however, that other than with respect to Investments outstanding as of the Closing Date as described on Schedule 6.08(h), (i) such Investments Subsidiary shall not involve the transfer of substantial noncash assets from the Company and its domestic Subsidiaries to its Foreign Subsidiaries other than up to $35,000,000 in book value of foreign patents and foreign trademarks; and (ii) net cash Investments of the Company and its domestic Subsidiaries in Foreign Subsidiaries made pursuant to this Section 6.08(h) at any one time outstanding shall not exceed $125,000,000 in the aggregate. (i) So long as immediately before and after giving effect thereto no Default exists, and provided that the Company complies comply with Section 10.09, the Company may create a Wholly Owned Subsidiary that constitutes a holding company for the Company’s European Subsidiaries6.21.

Investments and Acquisitions. Neither the Company The Borrower will not, nor will it permit any of its Subsidiaries shall have outstandingSubsidiary to, acquire, commit itself make or suffer to acquire or hold exist any Investment Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Investment consisting of the acquisition Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of any business) (or become contractually committed to do so) except for the followingPerson, except: 6.13.1 (ai) Cash Equivalent Investments of and (ii) other Investments described in Schedule 6.13.1. 6.13.2 Existing Investments in Subsidiaries and other Investments in existence on the Company date hereof and its Subsidiaries described in Wholly Owned Subsidiaries Schedule 6.13.2. 6.13.3 Acquisitions meeting the following requirements or otherwise approved by the Required Lenders (aeach such Acquisition constituting a “Permitted Acquisition”): (i) which are domestic Subsidiaries as of the date of the consummation of such Permitted Acquisition, no Default or Unmatured Default shall have occurred and be continuing or would result from such Permitted Acquisition, and the representation and warranty contained in Section 5.11 shall be true both before and after giving effect to such Permitted Acquisition; (ii) such Permitted Acquisition is consummated pursuant to a negotiated acquisition agreement approved by the board of directors or other applicable governing body of the seller or entity to be acquired, and no material challenge to such Permitted Acquisition (excluding the exercise of appraisal rights) shall be pending or threatened by any shareholder or director of the seller or entity to be acquired; (iii) the business to be acquired in such Permitted Acquisition is similar or related to one or more of the lines of business in which the Borrower and its Subsidiaries are engaged on the Closing Date; (iv) as of the date of the consummation of such Permitted Acquisition, all material governmental and corporate approvals required in connection therewith shall have been obtained; (v) the aggregate Purchase Price for all such Permitted Acquisitions during the term of this Agreement or shall not exceed $60,000,000, provided that the Purchase Price for any single Permitted Acquisition during the term of this Agreement shall not exceed $30,000,000; (bvi) which become domestic Wholly Owned prior to the consummation of such Permitted Acquisition, the Borrower shall have delivered to the Administrative Agent a pro forma consolidated balance sheet, income statement and cash flow statement of the Borrower and its Subsidiaries after (the Closing Date and become Guarantors “Acquisition Pro Forma”), based on the Borrower’s most recent financial statements delivered pursuant to Section 6.1.1 (using, to the extent required available, historical financial statements for such entity provided by the seller(s)) which shall be complete and shall fairly present, in all material respects, the financial condition and results of operations and cash flows of the Borrower and its Subsidiaries in accordance with Agreement Accounting Principles, but taking into account such Permitted Acquisition and the funding of all Credit Extensions in connection therewith, and such Acquisition Pro Forma shall reflect that, on a pro forma basis, the Borrower would have been in compliance with the financial covenants set forth in Sections 6.21 and 6.22 for the period of four fiscal quarters reflected in the compliance certificate most recently delivered to the Administrative Agent pursuant to Section 10.096.1.3 prior to the consummation of such Permitted Acquisition (giving effect to such Permitted Acquisition and all Credit Extensions funded in connection therewith as if made on the first day of such period); provided, however, that no such compliance with Section 6.21 is required to be demonstrated in such Acquisition Pro Forma for an Acquisition which is either (x) solely a purchase of assets or (y) an acquisition of an entity or a going business for which no financial statements are available; and (vii) prior to each such Permitted Acquisition, the aggregate book value Borrower shall deliver to the Administrative Agent a documentation, information and certification package in form reasonably acceptable to the Administrative Agent and demonstrating conformity with the applicable Acquisition Pro Forma and sufficient to describe the assets and Persons being acquired, including, without limitation: (A) a near-final version (with no further material amendments to be made thereto) of the acquisition agreement for such Permitted Acquisition together with drafts of the material schedules thereto; (B) a near-final version (with no further material amendments to be made thereto) of all assets documents, instruments and agreements with respect to any Indebtedness to be incurred or assumed in connection with such Permitted Acquisition; and (C) such other than intercompany obligations) owned documents or information as shall be reasonably requested by Immaterial Subsidiaries shall not exceed $10,000,000the Administrative Agent in connection with such Permitted Acquisition. (b) Intercompany loans and advances from any Subsidiary to the Company or any Guarantor that, in the case of loans or advances from Foreign Subsidiaries, are subordinated to the Obligations in accordance with the Foreign Subsidiary Subordination Agreement6.13.4 The Permitted Restructuring. (c) Investments 6.13.5 Creation of, or investment in, a Subsidiary and in Cash Equivalentsrespect of which the Borrower has otherwise complied with Sections 6.25 and 6.26. (d) Guarantees 6.13.6 Investments constituting Indebtedness permitted by Section 6.066.14.5. (e) So long as immediately before and after giving effect thereto no Default exists6.13.7 Investments by a Credit Party in another Credit Party. 6.13.8 Creation of, and or investment in, one or more JV Entities so long as the Company (if the Company is party thereto) or a Guarantor (if the Company is not party thereto) is the surviving entity, the Company and its Subsidiaries may acquire another entity aggregate amount invested in the same line of business as the Company as described in Section 6.02(a) if: (i) at all times when the Consolidated Leverage Ratio is greater than 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the purchase price for all such acquisitions permitted pursuant to this clause (e)(i) does not exceed, except with the consent of the Required Lenders, $100,000,000 in cash (excluding consideration consisting of Capital Stock, the proceeds of the issuance of Capital Stock or Subordinated Indebtedness) in the aggregate over the term of the Agreement; (ii) at all times when the Consolidated Leverage Ratio is less than or equal to 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the Company and its Subsidiaries may make unlimited acquisitions; provided, however that in the event a transaction permitted pursuant to this clause (e)(ii) would, on a pro forma basis after giving effect thereto, cause the Consolidated Leverage Ratio to exceed 2.50, the portion of the cash purchase price with respect to such transaction attributed to causing the Consolidated Leverage Ratio to be greater than 2.50 shall only be permitted to be paid to the extent the Company has sufficient availability in the $100,000,000 basket set forth in clause (e)(i) to take into account such excess amount; provided, further, that with respect to any acquisition permitted pursuant to this Section 6.08(e)(ii), (i) the acquisition must be approved by the target entity’s board of directors, (ii) the Company must be in compliance with the Computation Covenants immediately after giving effect to such acquisition, (iii) the acquired entity must not have any environmental liabilities which, after giving effect to such acquisition, would reasonably be expected to result in a Material Adverse Effect and (iv) any Subsidiary acquired under this Section 6.08(e) (other than (a) a Foreign Subsidiary or (b) any Immaterial Subsidiary if the aggregate book value of the assets (other than intercompany obligations) of all Immaterial Subsidiaries acquired under this Section 6.08(e) since the Closing Date JV Entities does not exceed $10,000,000) shall guarantee the Obligations, as contemplated by Section 10.095,000,000. (f) So long as immediately before and after giving effect thereto no Default exists, the Company and its Subsidiaries may make (i) Investments in Unrestricted Affiliates engaged in businesses contemplated by Section 6.02(a) and (ii) Investments consisting of contributions of Property to Unrestricted Affiliates, in an aggregate amount for all such Investments permitted pursuant to this clause (f) (calculated at net book value at the time of such Investment), when taken together with the aggregate amount of all Dispositions permitted pursuant to Section 6.10(e), not to exceed $100,000,000. (g) Loans or advances to employees of the Company in an amount not to exceed (i) $1,000,000 in the aggregate outstanding at any time for the purchase of capital stock of the Company and (ii) $5,000,000 in the aggregate outstanding at any time for all other purposes. (h) So long as immediately before and after giving effect thereto no Default exists, Investments of the Company and its Subsidiaries in foreign Wholly Owned Subsidiaries; provided, however, that other than with respect to Investments outstanding as of the Closing Date as described on Schedule 6.08(h), (i) such Investments shall not involve the transfer of substantial noncash assets from the Company and its domestic Subsidiaries to its Foreign Subsidiaries other than up to $35,000,000 in book value of foreign patents and foreign trademarks; and (ii) net cash Investments of the Company and its domestic Subsidiaries in Foreign Subsidiaries made pursuant to this Section 6.08(h) at any one time outstanding shall not exceed $125,000,000 in the aggregate. (i) So long as immediately before and after giving effect thereto no Default exists, and provided that the Company complies with Section 10.09, the Company may create a Wholly Owned Subsidiary that constitutes a holding company for the Company’s European Subsidiaries.

Investments and Acquisitions. Neither The Company will not, nor will it permit any Restricted Subsidiary to, make or suffer to exist any Investments (including loans and advances to, or other Investments in, Subsidiaries), or commitments therefor, or create any Subsidiary or become or remain a partner in any partnership or joint venture, or make any Acquisition of any Person, except: 10.4.1 (i) Cash Equivalent Investments, (ii) any Permitted Indebtedness Hedge, and (iii) other Investments described in Schedule 10.4.1; 10.4.2 existing Investments in Restricted Subsidiaries and other Investments in existence on the Closing Date and described in Schedule 10.4.2; 10.4.3 investments in Rate Management Transactions to the extent permitted under Section 10.5.3; 10.4.4 Acquisitions meeting the following requirements or otherwise approved by the Required Holders (each such Acquisition constituting a “Permitted Acquisition”): (i) as of the date of the consummation of such Permitted Acquisition, no Default or Event of Default shall have occurred and be continuing or would result from such Permitted Acquisition, and the representation and warranty contained in Section 5.11 shall be true both before and after giving effect to such Permitted Acquisition; (ii) such Permitted Acquisition is consummated pursuant to a negotiated acquisition agreement approved by the board of directors or other applicable governing body of the seller or entity to be acquired, and no material challenge to such Permitted Acquisition (excluding the exercise of appraisal rights) shall be pending or threatened by any shareholder or director of the seller or entity to be acquired; (iii) the business to be acquired in such Permitted Acquisition is similar or related to one or more of the lines of business in which the Company nor any of and its Subsidiaries are engaged on the Closing Date; (iv) as of the date of the consummation of such Permitted Acquisition, all material governmental and corporate approvals required in connection therewith shall have outstanding, acquire, commit itself to acquire or hold been obtained; (v) the aggregate Purchase Price for all such Permitted Acquisitions in any Investment fiscal year shall not exceed $225,000,000; (including any Investment consisting vi) the Company shall have notified the holders of the acquisition Notes at least 5 Business Days (or such shorter period as may be agreed by the Required Holders) prior to the anticipated closing date of any business) (or become contractually committed to do so) except for the following:such Permitted Acquisition; (avii) Investments if requested by the Required Holders, prior to the consummation of such Permitted Acquisition, the Company shall have delivered to the holders of Notes a pro forma consolidated balance sheet, income statement and cash flow statement of the Company and its Subsidiaries in Wholly Owned Restricted Subsidiaries (a) which are domestic Subsidiaries as of the date of this Agreement or “Acquisition Pro Forma”), based on the Company’s most recent financial statements delivered pursuant to Section 7.1.1 (b) which become domestic Wholly Owned Subsidiaries after the Closing Date and become Guarantors using, to the extent required available, historical financial statements for such entity provided by the seller(s)) which shall be complete and shall fairly present, in all material respects, the financial condition and results of operations and cash flows of the Company and its Restricted Subsidiaries in accordance with Agreement Accounting Principles, but taking into account such Permitted Acquisition and the funding of all extensions of credit in connection therewith, and such Acquisition Pro Forma shall reflect that, on a pro forma basis, the Company would have been in compliance with the financial covenants set forth in Sections 10.12 and 10.13 for the period of four fiscal quarters reflected in the Compliance Certificate most recently delivered to the holders of Notes pursuant to Section 10.097.1.4 prior to the consummation of such Permitted Acquisition (giving effect to such Permitted Acquisition and all extensions of credit funded in connection therewith as if made on the first day of such period); provided, however, that the aggregate book value no such compliance with Section 10.12 is required to be demonstrated in such Acquisition Pro Forma for an Acquisition which is either (x) solely a purchase of all assets or (other than intercompany obligationsy) owned by Immaterial Subsidiaries shall not exceed $10,000,000.an acquisition of an entity or a going business for which no financial statements are available; and (bviii) Intercompany loans and advances from any Subsidiary if requested by the Required Holders, prior to the Company or any Guarantor that, in the case of loans or advances from Foreign Subsidiaries, are subordinated to the Obligations in accordance with the Foreign Subsidiary Subordination Agreement. (c) Investments in Cash Equivalents. (d) Guarantees permitted by Section 6.06. (e) So long as immediately before and after giving effect thereto no Default exists, and so long as the Company (if the Company is party thereto) or a Guarantor (if the Company is not party thereto) is the surviving entityeach such Permitted Acquisition, the Company shall deliver to the holders of Notes a documentation, information and its Subsidiaries may acquire another entity certification package in form reasonably acceptable to the same line of business as Required Holders and demonstrating conformity with the Company as described in Section 6.02(a) ifapplicable Acquisition Pro Forma and sufficient to describe the assets and Persons being acquired, including: (iA) at all times when the Consolidated Leverage Ratio is greater than 2.50 for the most recent period of four consecutive fiscal quarters a near-final version (calculated on a pro forma basis giving effect with no further material amendments to the proposed acquisition as if such acquisition had been consummated at the beginning of such periodbe made thereto) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the purchase price for all such acquisitions permitted pursuant to this clause (e)(i) does not exceed, except with the consent of the Required Lenders, $100,000,000 in cash (excluding consideration consisting of Capital Stock, the proceeds acquisition agreement for such Permitted Acquisition together with drafts of the issuance of Capital Stock or Subordinated Indebtedness) in the aggregate over the term of the Agreementmaterial schedules thereto; (iiB) at all times when the Consolidated Leverage Ratio is less than or equal to 2.50 for the most recent period of four consecutive fiscal quarters a near-final version (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the Company and its Subsidiaries may make unlimited acquisitions; provided, however that in the event a transaction permitted pursuant to this clause (e)(ii) would, on a pro forma basis after giving effect thereto, cause the Consolidated Leverage Ratio to exceed 2.50, the portion of the cash purchase price with respect to such transaction attributed to causing the Consolidated Leverage Ratio no further material amendments to be greater than 2.50 shall only be permitted to be paid to the extent the Company has sufficient availability in the $100,000,000 basket set forth in clause (e)(imade thereto) to take into account such excess amount; providedof all documents, further, that instruments and agreements with respect to any acquisition permitted pursuant Indebtedness to this Section 6.08(e)(ii), be incurred or assumed in connection with such Permitted Acquisition; and (iC) the acquisition must such other documents or information as shall be approved reasonably requested by the target entity’s board Required Holders in connection with such Permitted Acquisition; 10.4.5 a Permitted Restructuring; 10.4.6 creation of, or Investment in, a Restricted Subsidiary (other than a Foreign Subsidiary that is not a Credit Party) and in respect of directors, (ii) which the Company must has otherwise complied with Sections 9.7 and 9.8, provided that such investment shall be in compliance with permitted only to the Computation Covenants immediately after giving effect to such acquisition, (iii) the acquired entity must not have any environmental liabilities whichextent that, after giving effect to such acquisitioninvestment, would reasonably (i) no Default shall exist and be expected to result in a Material Adverse Effect continuing and (ivii) any Subsidiary acquired under this Section 6.08(e) (other than (a) the Company shall be in compliance with Sections 10.12 and 10.13 on a Foreign Subsidiary or (b) any Immaterial Subsidiary pro-forma basis as if the aggregate book value Investment occurred on the first day of the assets applicable period being tested pursuant to such Sections; 10.4.7 Investments constituting Indebtedness permitted by Section 10.5.5, Section 10.5.6 or Section 10.5.7; 10.4.8 Investments by a Credit Party in another Credit Party; 10.4.9 Investments of the Company or any of its Restricted Subsidiaries; provided that the sum of (other than intercompany obligationsx) $180,127,845 plus (y) the aggregate amount (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) of all Immaterial Subsidiaries acquired under Investments made on or after July 9, 2015 pursuant to this clause 10.4.9 shall not, at the time of the making of the proposed Investment, exceed the greater of (1) an amount equal to 200% of the Consolidated Net Worth (determined as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.08(e) since the Closing Date does not exceed $10,000,000) shall guarantee the Obligations7.1.1 or 7.1.2, as contemplated by Section 10.09. (fapplicable) So long as immediately before and after giving effect thereto no Default exists, of the Company and its Restricted Subsidiaries may make (i) Investments in Unrestricted Affiliates engaged in businesses contemplated by Section 6.02(a) and (ii2) Investments consisting of contributions of Property an amount such that, after giving effect on a pro forma basis to Unrestricted Affiliates, in an aggregate amount for all such Investments permitted pursuant to this clause (f) (calculated at net book value at the time making of such Investment)Investment and the incurrence of any Indebtedness in connection therewith, when taken together with the aggregate amount Cash Flow Leverage Ratio (determined as of all Dispositions permitted the last day of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.10(e)7.1.1 or 7.1.2, as applicable) is less than 1.25:1.00; 10.4.10 Investments made by any Foreign Subsidiary that is not a Credit Party in any other Foreign Subsidiary that is not a Credit Party; 10.4.11 Investments made by any Domestic Subsidiary that is not a Credit Party in any other Domestic Subsidiary that is not a Credit Party; and 10.4.12 Subject to exceed $100,000,000. (g) Loans or advances to employees of the Company in an amount not to exceed (i) $1,000,000 in the aggregate outstanding at any time for the purchase of capital stock of the Company and (ii) $5,000,000 in the aggregate outstanding at any time for all other purposes. (h) So long as immediately before and after giving effect thereto no Default existsSection 10.19, Investments of the Company and its Restricted Subsidiaries in foreign Wholly Owned Subsidiaries; provided, however, that other than with respect Persons organized under the laws of Canada in an amount not to Investments outstanding as of the Closing Date as described on Schedule 6.08(h), (i) such Investments shall not involve the transfer of substantial noncash assets from the Company and its domestic Subsidiaries to its Foreign Subsidiaries other than up to $35,000,000 in book value of foreign patents and foreign trademarks; and (ii) net cash Investments of the Company and its domestic Subsidiaries in Foreign Subsidiaries made pursuant to this Section 6.08(h) at any one time outstanding shall not exceed $125,000,000 50,000,000 in the aggregate. (i) So long as immediately before and after giving effect thereto no Default exists. For purposes of determining the amount of any Investment outstanding for purposes of this Section 10.4, and provided that such amount shall be deemed to be the Fair Market Value of such Investment when made, purchased or acquired less any amount realized by the Company complies with or a Restricted Subsidiary in respect of such Investment upon the sale, collection or return of capital, including by way of a Subsidiary Redesignation after the Investment therein (in any case, not to exceed the original amount invested). To the extent that any proposed Investment would be permitted pursuant to more than one of the foregoing clauses of this Section 10.0910.4, the Company may create a Wholly Owned Subsidiary that constitutes a holding company in its discretion designate which clause (or clauses to the extent such Investment is to be split or divided into more than one clause) shall be utilized for the Company’s European Subsidiariessuch Investment.

Investments and Acquisitions. Neither The Company will not, nor will it permit any Restricted Subsidiary to, make or suffer to exist any Investments (including without limitation, loans and advances to, or other Investments in, Subsidiaries), or commitments therefor, or create any Subsidiary or become or remain a partner in any partnership or joint venture, or make any Acquisition of any Person, except: 10.4.1 (i) Cash Equivalent Investments, (ii) any Permitted Indebtedness Hedge, and (iii) other Investments described in Schedule 10.4.1; 10.4.2 existing Investments in Restricted Subsidiaries and other Investments in existence on the date hereof and described in Schedule 10.4.2; 10.4.3 so long as no Default or Event of Default shall have occurred and be continuing as of the date of the Asset Acceptance Acquisition, or would result from the consummation of the Asset Acceptance Acquisition, the Asset Acceptance Acquisition may be consummated in accordance with the terms and conditions of the Asset Acceptance Merger Agreement; 10.4.4 Acquisitions meeting the following requirements or otherwise approved by the Required Holders (each such Acquisition constituting a “Permitted Acquisition”): (i) as of the date of the consummation of such Permitted Acquisition, no Default or Event of Default shall have occurred and be continuing or would result from such Permitted Acquisition, and the representation and warranty contained in Section 5.11 shall be true both before and after giving effect to such Permitted Acquisition; (ii) such Permitted Acquisition is consummated pursuant to a negotiated acquisition agreement approved by the board of directors or other applicable governing body of the seller or entity to be acquired, and no material challenge to such Permitted Acquisition (excluding the exercise of appraisal rights) shall be pending or threatened by any shareholder or director of the seller or entity to be acquired; (iii) the business to be acquired in such Permitted Acquisition is similar or related to one or more of the lines of business in which the Company nor any of and its Subsidiaries are engaged on the Closing Date; (iv) as of the date of the consummation of such Permitted Acquisition, all material governmental and corporate approvals required in connection therewith shall have outstanding, acquire, commit itself to acquire or hold any Investment (including any Investment consisting of the acquisition of any business) (or become contractually committed to do so) except for the following:been obtained; (av) Investments the aggregate Purchase Price for all such Permitted Acquisitions during the term of this Agreement shall not exceed $100,000,000, provided that the Purchase Price for any single Permitted Acquisition during the term of this Agreement shall not exceed $50,000,000; (vi) prior to the consummation of such Permitted Acquisition, the Company shall have delivered to the holders of Notes a pro forma consolidated balance sheet, income statement and cash flow statement of the Company and its Subsidiaries in Wholly Owned Restricted Subsidiaries (a) which are domestic Subsidiaries as of the date of this Agreement or “Acquisition Pro Forma”), based on the Company’s most recent financial statements delivered pursuant to Section 7.1.1 (b) which become domestic Wholly Owned Subsidiaries after the Closing Date and become Guarantors using, to the extent required available, historical financial statements for such entity provided by the seller(s)) which shall be complete and shall fairly present, in all material respects, the financial condition and results of operations and cash flows of the Company and its Restricted Subsidiaries in accordance with Agreement Accounting Principles, but taking into account such Permitted Acquisition and the funding of all extensions of credit in connection therewith, and such Acquisition Pro Forma shall reflect that, on a pro forma basis, the Company would have been in compliance with the financial covenants set forth in Sections 10.12 and 10.13 for the period of four fiscal quarters reflected in the compliance certificate most recently delivered to the holders of Notes pursuant to Section 10.097.1.4 prior to the consummation of such Permitted Acquisition (giving effect to such Permitted Acquisition and all extensions of credit funded in connection therewith as if made on the first day of such period); provided, however, that no such compliance with Section 10.12 is required to be demonstrated in such Acquisition Pro Forma for an Acquisition which is either (x) solely a purchase of assets or (y) an acquisition of an entity or a going business for which no financial statements are available; and (vii) prior to each such Permitted Acquisition, the aggregate book value Company shall deliver to the holders of Notes a documentation, information and certification package in form reasonably acceptable to the Required Holders and demonstrating conformity with the applicable Acquisition Pro Forma and sufficient to describe the assets and Persons being acquired, including, without limitation: (A) a near-final version (with no further material amendments to be made thereto) of the acquisition agreement for such Permitted Acquisition together with drafts of the material schedules thereto; (B) a near-final version (with no further material amendments to be made thereto) of all assets documents, instruments and agreements with respect to any Indebtedness to be incurred or assumed in connection with such Permitted Acquisition; and (C) such other documents or information as shall be reasonably requested by the Required Holders in connection with such Permitted Acquisition; 10.4.5 a Permitted Restructuring; 10.4.6 creation of, or Investment in, a Restricted Subsidiary (other than intercompany obligations(i) owned by Immaterial Subsidiaries shall a Blocked Propel Subsidiary and (ii) a Foreign Subsidiary that is not exceed $10,000,000. (ba Credit Party) Intercompany loans and advances from any Subsidiary to in respect of which the Company or any Guarantor thathas otherwise complied with Sections 9.7 and 9.8, provided that in the case of loans or advances from Foreign Subsidiariesany investments in any Subsidiaries of Propel Acquisition LLC, are subordinated to the Obligations in accordance with the Foreign Subsidiary Subordination Agreement. (c) Investments in Cash Equivalents. (d) Guarantees permitted by Section 6.06. (e) So long as immediately before and after giving effect thereto no Default exists, and so long as the Company (if the Company is party thereto) or a Guarantor (if the Company is not party thereto) is the surviving entity, the Company and its Subsidiaries may acquire another entity in the same line of business as the Company as described in Section 6.02(a) if: (i) at all times when the Consolidated Leverage Ratio is greater than 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the purchase price for all such acquisitions permitted pursuant to this clause (e)(i) does not exceed, except with the consent of the Required Lenders, $100,000,000 in cash (excluding consideration consisting of Capital Stock, the proceeds of the issuance of Capital Stock or Subordinated Indebtedness) in the aggregate over the term of the Agreement; (ii) at all times when the Consolidated Leverage Ratio is less than or equal to 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the Company and its Subsidiaries may make unlimited acquisitions; provided, however that in the event a transaction permitted pursuant to this clause (e)(ii) would, on a pro forma basis after giving effect thereto, cause the Consolidated Leverage Ratio to exceed 2.50, the portion of the cash purchase price with respect to such transaction attributed to causing the Consolidated Leverage Ratio to be greater than 2.50 investment shall only be permitted to be paid only to the extent the Company has sufficient availability in the $100,000,000 basket set forth in clause (e)(i) to take into account such excess amount; provided, further, that with respect to any acquisition permitted pursuant to this Section 6.08(e)(ii), (i) the acquisition must be approved by the target entity’s board of directors, (ii) the Company must be in compliance with the Computation Covenants immediately after giving effect to such acquisition, (iii) the acquired entity must not have any environmental liabilities whichthat, after giving effect to such acquisitioninvestment, would reasonably be expected to result in a Material Adverse Effect and (iv) any Subsidiary acquired under this Section 6.08(e) (other than (a) a Foreign Subsidiary or (b) any Immaterial Subsidiary if the aggregate book value of the assets (other than intercompany obligations) of all Immaterial Subsidiaries acquired under this Section 6.08(e) since the Closing Date does not exceed $10,000,000) shall guarantee the Obligations, as contemplated by Section 10.09. (f) So long as immediately before and after giving effect thereto no Default exists, the Company and its Subsidiaries may make (i) Investments in Unrestricted Affiliates engaged in businesses contemplated by Section 6.02(a) no Default shall exist and be continuing and (ii) Investments consisting the Company shall be in compliance with Sections 10.12 and 10.13 on a pro-forma basis as if the Investment occurred on the first day of contributions of Property to Unrestricted Affiliates, in an aggregate amount for all such Investments permitted the applicable period being tested pursuant to this clause (f) (calculated at net book value at the time of such Investment), when taken together with the aggregate amount of all Dispositions Sections and 10.5.16; 10.4.7 Investments constituting Indebtedness permitted pursuant to by Section 6.10(e), not to exceed $100,000,000.10.5.5 or Section 10.5.16; (g) Loans or advances to employees of the Company 10.4.8 Investments by a Credit Party in an amount not to exceed (i) $1,000,000 in the aggregate outstanding at any time for the purchase of capital stock of the Company and (ii) $5,000,000 in the aggregate outstanding at any time for all other purposes.another Credit Party; (h) So long as immediately before and after giving effect thereto no Default exists, 10.4.9 Minority Investments of the Company and or its Subsidiaries in foreign Wholly Owned Restricted Subsidiaries; provided, however, that other than with respect to Investments outstanding so long as of (A) the Closing Date as described on Schedule 6.08(h), (i) such Investments shall not involve the transfer of substantial noncash assets from the Company and its domestic Subsidiaries to its Foreign Subsidiaries other than up to $35,000,000 in book value of foreign patents and foreign trademarks; and (ii) net cash Investments of the Company and its domestic Subsidiaries in Foreign Subsidiaries made pursuant to aggregate Investment permitted under this Section 6.08(h) at 10.4.9 in any one time outstanding single Person shall not exceed $125,000,000 in 20,000,000 at any time outstanding and (B) the aggregate.aggregate for all Investments permitted by this Section 10.4.9 shall not at any time exceed the lesser of (1) $60,000,000 and (2) $150,000,000 less the aggregate outstanding Investments made pursuant to Sections 10.4.10 and 10.4.11; (i) So long as immediately before and after giving effect thereto no Default exists10.4.10 Permitted Foreign Subsidiary Investment/Loans, and provided that the Company complies with aggregate for all Investments permitted by this Section 10.09, 10.4.10 shall not exceed at any time the Company may create a Wholly Owned Subsidiary that constitutes a holding company for greater of (A) ten percent (10%) of Consolidated Tangible Net Worth and (B) $150,000,000 less the Company’s European Subsidiaries.aggregate outstanding Investments made pursuant to Sections 10.4.9 and 10.4.11; and

Investments and Acquisitions. Neither The Company will not, nor will it permit any Subsidiary to, make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition, except: (i) Cash Equivalent Investments. (ii) Existing Investments in Subsidiaries and other Investments in existence on the date hereof and described in Schedule 6.15. (iii) Investments (a) by any Subsidiary in the Company nor or any Guarantor and (b) constituting Indebtedness permitted under Section 6.12(iii). (iv) Investments resulting from Financial Contracts entered into in the ordinary course of its Subsidiaries shall have outstanding, acquire, commit itself to acquire business and which do not violate the terms of Section 6.18. (v) Acquisitions meeting the following requirements or hold any Investment otherwise approved by the Required Lenders (including any Investment consisting of the acquisition of any business) (or become contractually committed to do so) except for the following:each such Acquisition constituting a "Permitted Acquisition"): (a) Investments as of the date of the consummation of such Acquisition, no Default or Unmatured Default shall have occurred and be continuing or would result from such Acquisition, and the representation and warranty contained in Section 5.10 shall be true both before and after giving effect to such Acquisition; (b) such Acquisition is consummated on a non-hostile basis pursuant to a negotiated acquisition agreement approved by the board of directors or other applicable governing body of the seller or entity to be acquired, and no material challenge to such Acquisition (excluding the exercise of appraisal rights) shall be pending or threatened by any shareholder or director of the seller or entity to be acquired; (c) the business to be acquired in such Acquisition is similar or related to one or more of the lines of business in which the Company and its Subsidiaries are engaged on the Closing Date; (d) as of the date of the consummation of such Acquisition, (x) all material approvals required in connection therewith shall have been obtained and (y) the Company shall be in compliance with Section 6.10; (e) the Purchase Price for the Acquisition shall (1) at any time the Leverage Ratio shall be greater than or equal to 3.00 to 1.00, not exceed an amount equal to (A) $10,000,000 per transaction or (B) together with all other Permitted Acquisitions permitted under this Section 6.15(v), $15,000,000 per year, (2) at any time the Leverage Ratio shall be greater than or equal to 2.50 to 1.00 but less than 3.00 to 1.00, not exceed an amount equal to (A) $15,000,000 per transaction or (B) together with all other Permitted Acquisitions permitted under this Section 6.15(v), $30,000,000 per year, in each case, including the incurrence or assumption of any Indebtedness in connection therewith, and, for purposes of this clause (e), Leverage Ratio shall be determined as of the last day of the most recent fiscal quarter for which a compliance certificate shall have been delivered in accordance with Section 6.1, and (3) at any other time, not be subject to any limitation under this clause (e); and (f) with respect to each Permitted Acquisition with respect to which the Purchase Price shall be greater than $2,000,000, not less than ten (10) days prior to the consummation of such Permitted Acquisition, the Company shall have delivered to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, a pro forma consolidated balance sheet, income statement and cash flow statement of the Company and its Subsidiaries (the "Acquisition Pro Forma"), based on the Company's most recent financial statements delivered pursuant to Section 6.1(i) and using historical financial statements for the acquired entity provided by the seller(s) or which shall be complete and shall fairly present, in all material respects, the financial condition and results of operations and cash flows of the Company and its Subsidiaries in Wholly Owned Subsidiaries (a) which are domestic Subsidiaries as accordance with Agreement Accounting Principles, but taking into account such Permitted Acquisition and the funding of all Credit Extensions in connection therewith, and such Acquisition Pro Forma shall reflect that, on a pro forma basis, the date of this Agreement or (b) which become domestic Wholly Owned Subsidiaries after Company would have been in compliance with the Closing Date and become Guarantors financial covenants set forth in Section 6.21 for the four fiscal quarter period reflected in the compliance certificate most recently delivered to the extent required by Administrative Agent pursuant to Section 10.09; provided, however, that 6.1(iii) prior to the aggregate book value consummation of such Permitted Acquisition (giving effect to such Permitted Acquisition and all assets (other than intercompany obligations) owned by Immaterial Subsidiaries shall not exceed $10,000,000Credit Extensions funded in connection therewith as if made on the first day of such period). (bvi) Intercompany Investments consisting of loans and or advances from any Subsidiary to made by the Company or any Guarantor thatof its Subsidiaries to employees and officers of the Company or any of the Company's Subsidiaries for travel, entertainment and relocation expenses in the case ordinary course of loans or advances from Foreign Subsidiaries, are subordinated business in an aggregate principal amount outstanding at any one time not to the Obligations in accordance with the Foreign Subsidiary Subordination Agreementexceed $2,000,000. (cvii) Investments consisting of receivables arising from the sale of goods and services in Cash Equivalents. (d) Guarantees permitted by Section 6.06. (e) So long as immediately before and after giving effect thereto no Default exists, and so long as the Company (if the Company is party thereto) or a Guarantor (if the Company is not party thereto) is the surviving entity, ordinary course of business of the Company and its Subsidiaries may acquire another entity in the same line of business as the Company as described in Section 6.02(aSubsidiaries. (viii) if: Investments not otherwise permitted by clauses (i) at all times when the Consolidated Leverage Ratio is greater than 2.50 for the most recent period of four consecutive fiscal quarters through (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated vii) above, provided that at the beginning time such Investment is made, (a) the Purchase Price of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the purchase price for all such acquisitions permitted Investments made pursuant to this clause (e)(iviii) does not exceed, except with the consent of the Required Lenders, $100,000,000 in cash (excluding consideration consisting of Capital Stock, the proceeds of the issuance of Capital Stock or Subordinated Indebtednessincluding such Investment) in the aggregate over the term shall not exceed twenty-five percent (25%) of Consolidated Tangible Net Worth as of the Agreement; (ii) at all times when end of the Consolidated Leverage Ratio is less than or equal to 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect quarter ending immediately prior to the proposed acquisition as if fiscal quarter in which such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the Company Investment is made and its Subsidiaries may make unlimited acquisitions; provided, however that in the event a transaction permitted pursuant to this clause (e)(ii) would, on a pro forma basis after giving effect thereto, cause the Consolidated Leverage Ratio to exceed 2.50, the portion of the cash purchase price with respect to such transaction attributed to causing the Consolidated Leverage Ratio to be greater than 2.50 shall only be permitted to be paid to the extent the Company has sufficient availability in the $100,000,000 basket set forth in clause (e)(i) to take into account such excess amount; provided, further, that with respect to any acquisition permitted pursuant to this Section 6.08(e)(ii), (i) the acquisition must be approved by the target entity’s board of directors, (ii) the Company must be in compliance with the Computation Covenants immediately after giving effect to such acquisition, (iii) the acquired entity must not have any environmental liabilities which, after giving effect to such acquisition, would reasonably be expected to result in a Material Adverse Effect and (iv) any Subsidiary acquired under this Section 6.08(e) (other than (a) a Foreign Subsidiary or (b) any Immaterial Subsidiary if the aggregate book value of the assets (other than intercompany obligations) of all Immaterial Subsidiaries acquired under this Section 6.08(e) since the Closing Date does not exceed $10,000,000) shall guarantee the Obligations, as contemplated by Section 10.09. (f) So long as immediately before and after giving effect thereto no Default exists, the Company and its Subsidiaries may make (i) Investments in Unrestricted Affiliates engaged in businesses contemplated by Section 6.02(a) and (ii) Investments consisting of contributions of Property to Unrestricted Affiliates, in an aggregate amount for all such Investments permitted pursuant to this clause (f) (calculated at net book value at the time of such Investment), when taken together with the aggregate amount of all Dispositions permitted pursuant to Section 6.10(e), not to exceed $100,000,000or Unmatured Default is continuing or would result therefrom. (g) Loans or advances to employees of the Company in an amount not to exceed (i) $1,000,000 in the aggregate outstanding at any time for the purchase of capital stock of the Company and (ii) $5,000,000 in the aggregate outstanding at any time for all other purposes. (h) So long as immediately before and after giving effect thereto no Default exists, Investments of the Company and its Subsidiaries in foreign Wholly Owned Subsidiaries; provided, however, that other than with respect to Investments outstanding as of the Closing Date as described on Schedule 6.08(h), (i) such Investments shall not involve the transfer of substantial noncash assets from the Company and its domestic Subsidiaries to its Foreign Subsidiaries other than up to $35,000,000 in book value of foreign patents and foreign trademarks; and (ii) net cash Investments of the Company and its domestic Subsidiaries in Foreign Subsidiaries made pursuant to this Section 6.08(h) at any one time outstanding shall not exceed $125,000,000 in the aggregate. (i) So long as immediately before and after giving effect thereto no Default exists, and provided that the Company complies with Section 10.09, the Company may create a Wholly Owned Subsidiary that constitutes a holding company for the Company’s European Subsidiaries.

Investments and Acquisitions. Neither The Borrower will not, nor will it permit any Subsidiary other than the Company nor Internet Ventures to, make or suffer to exist any of its Subsidiaries shall have outstanding, acquire, commit itself to acquire or hold any Investment Investments (including any Investment consisting of the acquisition of any business) (or become contractually committed to do so) except for the following: (a) Investments of the Company and its Subsidiaries in Wholly Owned Subsidiaries (a) which are domestic Subsidiaries as of the date of this Agreement or (b) which become domestic Wholly Owned Subsidiaries after the Closing Date and become Guarantors to the extent required by Section 10.09; providedwithout limitation, however, that the aggregate book value of all assets (other than intercompany obligations) owned by Immaterial Subsidiaries shall not exceed $10,000,000. (b) Intercompany loans and advances from to, and other Investments in, Subsidiaries), or commitments therefor, or create any Subsidiary to the Company or become or remain a partner in any Guarantor thatpartnership or joint venture, in the case or make any Acquisition of loans or advances from Foreign Subsidiariesany Person, are subordinated to the Obligations in accordance with the Foreign Subsidiary Subordination Agreement. (c) Investments in Cash Equivalents. (d) Guarantees permitted by Section 6.06. (e) So long as immediately before and after giving effect thereto no Default exists, and so long as the Company (if the Company is party thereto) or a Guarantor (if the Company is not party thereto) is the surviving entity, the Company and its Subsidiaries may acquire another entity in the same line of business as the Company as described in Section 6.02(a) ifexcept: (i) at all times when the Consolidated Leverage Ratio is greater than 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the purchase price for all such acquisitions permitted pursuant to this clause (e)(i) does not exceed, except with the consent of the Required Lenders, $100,000,000 in cash (excluding consideration consisting of Capital Stock, the proceeds of the issuance of Capital Stock or Subordinated Indebtedness) in the aggregate over the term of the AgreementCash and Cash Equivalents; (ii) at all times when the Consolidated Leverage Ratio is less than or equal to 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the Company and its Subsidiaries may make unlimited acquisitions; provided, however that Demand deposit accounts maintained in the event a transaction permitted pursuant to this clause (e)(ii) would, on a pro forma basis after giving effect thereto, cause the Consolidated Leverage Ratio to exceed 2.50, the portion ordinary course of the cash purchase price with respect to such transaction attributed to causing the Consolidated Leverage Ratio to be greater than 2.50 shall only be permitted to be paid to the extent the Company has sufficient availability in the $100,000,000 basket set forth in clause (e)(i) to take into account such excess amount; provided, further, that with respect to any acquisition permitted pursuant to this Section 6.08(e)(ii), (i) the acquisition must be approved by the target entity’s board of directors, (ii) the Company must be in compliance with the Computation Covenants immediately after giving effect to such acquisition, business; (iii) the acquired entity must Certificates of deposit issued by and time deposits with Shanghai Commercial Bank in an aggregate amount not have any environmental liabilities which, after giving effect to such acquisition, would reasonably be expected to result in a Material Adverse Effect and exceeding $10,000,000; (iv) any Subsidiary acquired under this Section 6.08(eInvestments in Credit Parties (including the creation of Subsidiaries) (other than (a) a Foreign Subsidiary or (b) any Immaterial Subsidiary if the aggregate book value of the assets (other than intercompany obligations) of all Immaterial Subsidiaries acquired under this Section 6.08(e) since the Closing Date does not exceed $10,000,000) shall guarantee the Obligations, as contemplated by Section 10.09.Internet Ventures; (f) So long as immediately before and after giving effect thereto no Default exists, the Company and its Subsidiaries may make (iv) Investments in Unrestricted Affiliates engaged existence on the date hereof and described in businesses contemplated by Section 6.02(a) and Schedule 6.14 hereto; (iivi) Investments consisting in the Internet Ventures (including in connection with any Acquisition thereof) in an initial amount of contributions of Property to Unrestricted Affiliates, not greater than $5,000,000 and follow-on Investments in an aggregate amount for all such Investments permitted not to exceed an additional $5,000,000; (vii) Acquisitions of entities engaged in, or supporting, substantially the same lines of business as the Borrower and its Subsidiaries; provided (a) if such Acquisition is of the Capital Stock of a Person, such Person shall (after giving effect to such acquisition of Capital Stock) be a Subsidiary of the Borrower, (b) the purchase is consummated pursuant to a negotiated acquisition agreement on a non-hostile basis and approved by the target company's board of directors (and shareholders, if necessary) prior to the consummation of the Acquisition, (c) as of the date of consummation of such Acquisition (before and after taking into account such Acquisition), all representations and warranties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects as though made on such date (unless such representation and warranty is made as of a specific date, in which case, such representation and warranty shall be true and correct as of such date) and no event shall have occurred and then be continuing which constitutes a Default or Unmatured Default under this Agreement; (d) prior to the consummation of any such Acquisition, the Borrower shall provide written notification to the Administrative Agent of all pro forma adjustments to Consolidated EBITDA to be made in connection with such Acquisition (and the Borrower shall have obtained the approval of the Administrative Agent to all adjustments to the historical financials of the target entity, if any such adjustments are to be made, as required pursuant to the provisions of Section 1.3); (e) after giving effect to such Acquisition and the incurrence of any Indebtedness in connection therewith, calculated with respect to the Consolidated Leverage Ratio on a Pro Forma Basis using historical audited or reviewed unaudited financial statements obtained from the seller(s) in respect of each such Acquisition as if the Acquisition and such incurrence of Indebtedness had occurred on the first day of the twelve-month period ending on the last day of the Borrower's most recently completed fiscal quarter (with such adjustments thereto, if any are proposed to be made, as satisfy the requirements of Section 1.3), the Borrower would have been in compliance with the financial covenants in Sections 6.17, 6.19, 6.20 and 6.21 and not otherwise in Default and prior to such Acquisition, the Borrower shall deliver to the Administrative Agent and the Lenders a certificate from one of the Authorized Officers, demonstrating such compliance to the satisfaction of the Administrative Agent; (f) the aggregate cash purchase price (including, without limitation or duplication, cash and Cash Equivalents (net of any cash or Cash Equivalents acquired) and Indebtedness assumed or guarantied) for all such Acquisitions (other than Acquisitions of the Internet Ventures) made after the Closing Date shall not exceed $35,000,000; provided, if such Acquisition is made at a time when the Consolidated Leverage Ratio both before and after taking into account such Acquisition on a Pro Forma Basis is less than or equal to 2.35 to 1.00, the provisions of this clause (f) shall not be applicable to such Acquisition and (calculated g) if such Acquisition involves an Internet Venture, the Investment is permitted pursuant to clause (vi) above; (viii) Loans, advances or accounts receivable on non-customary terms to independent retailers of the products of the Borrower or any Subsidiary not in excess of $15,000,000 in principal amount at net book value any one time outstanding with no more than an aggregate amount of $5,000,000 in principal amount at any one time outstanding with any one retailer; (ix) promissory notes or deferred payment obligations received in connection with permitted asset sales; (x) securities received in connection with the reorganization of a debtor, and/or any of its subsidiaries; (xi) Investments by Foreign Subsidiaries in Foreign Subsidiaries or Domestic Subsidiaries (including the creation of Subsidiaries); and (xii) Investments in Persons (including the creation of Subsidiaries) which are not otherwise permitted by the terms of this Section 6.14 provided (a) the aggregate outstanding amount of all such Investments shall not at any time exceed an amount equal to $30,000,000 minus the aggregate amount of such Investment)the then outstanding Investments in unconsolidated Subsidiaries or joint ventures, when taken together with and (b) the aggregate amount of all Dispositions permitted pursuant to Section 6.10(e)such Investments made under this clause (xii) which are in businesses not engaged in, not to exceed $100,000,000. (g) Loans or advances to employees supporting, substantially the same lines of business as the Company in an amount not to exceed (i) $1,000,000 in the aggregate outstanding at any time for the purchase of capital stock of the Company and (ii) $5,000,000 in the aggregate outstanding at any time for all other purposes. (h) So long as immediately before and after giving effect thereto no Default exists, Investments of the Company Borrower and its Subsidiaries in foreign Wholly Owned Subsidiaries; provided, however, that other than with respect to Investments outstanding as of the Closing Date as described on Schedule 6.08(h), (i) such Investments shall not involve the transfer of substantial noncash assets from the Company and its domestic Subsidiaries to its Foreign Subsidiaries other than up to $35,000,000 in book value of foreign patents and foreign trademarks; and (ii) net cash Investments of the Company and its domestic Subsidiaries in Foreign Subsidiaries made pursuant to this Section 6.08(h) at any one time outstanding shall not exceed $125,000,000 in the aggregate10,000,000. (i) So long as immediately before and after giving effect thereto no Default exists, and provided that the Company complies with Section 10.09, the Company may create a Wholly Owned Subsidiary that constitutes a holding company for the Company’s European Subsidiaries.

Investments and Acquisitions. Neither the Company nor any of The Borrower and its Subsidiaries shall have outstandingmay make Investments (including, acquirewithout limitation, commit itself loans and advances to, and other Investments in, its Subsidiaries) and commitments therefor, create Subsidiaries, become a partner in any partnership or joint venture and make Acquisitions, subject to acquire or hold any Investment (including any Investment consisting of the acquisition of any business) (or become contractually committed to do so) except for the following: (a) Investments of the Company The Borrower and its Subsidiaries may make Acquisitions so long as (i) such transactions (A) consist exclusively of Acquisitions of businesses or entities engaged in Wholly Owned Subsidiaries the property and casualty business, (aB) which are domestic Subsidiaries as do not constitute hostile takeovers and (C) do not require the payment of an aggregate consideration in excess of $100,000,000 after the date of this Agreement or Agreement, (bii) which become domestic Wholly Owned Subsidiaries after the Closing Date Borrower provides the Administrative Agent and become Guarantors each Lender with written notice of such transactions at least 20 days prior to the extent required by Section 10.09; providedeffective date thereof, however, that the aggregate book value of all assets and (other than intercompany obligationsiii) owned by Immaterial Subsidiaries shall not exceed $10,000,000no Default has occurred and is continuing or would occur after giving effect thereto. (b) Intercompany loans The Borrower and advances from any Subsidiary to its Subsidiaries may make Investments in debt securities so long as at least 85% of the Company or any Guarantor that, principal amount outstanding of all such Investments constitutes an Investment in the case of loans or advances from Foreign Subsidiaries, are subordinated to the Obligations in accordance with the Foreign Subsidiary Subordination AgreementInvestment Grade Obligations. (c) Any Investments made by any Insurance Subsidiary must be of a quality acceptable to the insurance commissioner in Cash Equivalentsthe respective domiciliary state of such Insurance Subsidiary. (d) Guarantees permitted by Section 6.06The Borrower and its Subsidiaries may make loans to and extend guarantees of loans made to employees of the Borrower and its Subsidiaries to purchase stock of the Borrower pursuant to an employee stock purchase plan, so long as the aggregate principal amount outstanding of all such loans and guaranteed loans shall not exceed $20,000,000 in the aggregate. (e) So long as immediately before and after giving effect thereto no Default exists, and so long as the Company (if the Company is party thereto) or a Guarantor (if the Company is not party thereto) is the surviving entity, the Company The Borrower and its Subsidiaries may acquire another entity become a partner in the same line of business as the Company as described a partnership or joint venture or similar Person in Section 6.02(a) if: (i) at all times when the Consolidated Leverage Ratio is greater than 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis transaction which does not constitute an Acquisition; provided, that after giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b)transaction, the purchase price for all such acquisitions permitted pursuant to this clause (e)(i) does not exceed, except with the consent aggregate fair market value of the Required Lenderspartnership, $100,000,000 in cash (excluding consideration consisting of Capital Stock, the proceeds joint venture and other interests so obtained shall not exceed at any time 20% of the issuance of Capital Stock or Subordinated Indebtedness) in the aggregate over the term statutory surplus of the Agreement; (ii) Insurance Subsidiaries at all times when the Consolidated Leverage Ratio is less than or equal to 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the Company and its Subsidiaries may make unlimited acquisitions; provided, however that in the event a transaction permitted pursuant to this clause (e)(ii) would, on a pro forma basis after giving effect thereto, cause the Consolidated Leverage Ratio to exceed 2.50, the portion of the cash purchase price with respect to such transaction attributed to causing the Consolidated Leverage Ratio to be greater than 2.50 shall only be permitted to be paid to the extent the Company has sufficient availability in the $100,000,000 basket set forth in clause (e)(i) to take into account such excess amounttime; provided, further, that with respect to any acquisition permitted pursuant to this Section 6.08(e)(ii), (ix) interests in joint ventures which are limited liability companies engaging in the acquisition must be approved by same lines of business as the target entity’s board of directors, (ii) the Company must be in compliance with the Computation Covenants immediately after giving effect to such acquisition, (iii) the acquired entity must not have any environmental liabilities which, after giving effect to such acquisition, would reasonably be expected to result in a Material Adverse Effect Insurance Subsidiaries and (ivy) any interests in partnerships, to the extent that such investments are insurance company portfolio investments made by an Insurance Subsidiary acquired under this Section 6.08(e) (other than (a) a Foreign Subsidiary or (b) any Immaterial Subsidiary if the aggregate book value of the assets (other than intercompany obligations) of all Immaterial Subsidiaries acquired under this Section 6.08(e) since the Closing Date does not exceed $10,000,000) shall guarantee the Obligations, as contemplated by Section 10.09. (f) So long as immediately before and after giving effect thereto no Default exists, the Company and its Subsidiaries may make (i) Investments in Unrestricted Affiliates engaged in businesses contemplated by Section 6.02(a) and (ii) Investments consisting of contributions of Property to Unrestricted Affiliates, in an aggregate amount for all such Investments permitted pursuant to this clause (f) (calculated at net book value at the time of such Investment), when taken together with the aggregate amount of all Dispositions permitted pursuant to Section 6.10(e), not to exceed $100,000,000. (g) Loans or advances to employees of the Company in an amount not to exceed (i) $1,000,000 in the aggregate outstanding at any time for the purchase ordinary course of capital stock of the Company and (ii) $5,000,000 in the aggregate outstanding at any time for all other purposes. (h) So long as immediately before and after giving effect thereto no Default existsbusiness, Investments of the Company and its Subsidiaries in foreign Wholly Owned Subsidiaries; provided, however, that other than with respect to Investments outstanding as of the Closing Date as described on Schedule 6.08(h), (i) such Investments shall not involve the transfer of substantial noncash assets from the Company and its domestic Subsidiaries to its Foreign Subsidiaries other than up to $35,000,000 in book value of foreign patents and foreign trademarks; and (ii) net cash Investments of the Company and its domestic Subsidiaries in Foreign Subsidiaries made pursuant to this Section 6.08(h) at any one time outstanding shall not exceed $125,000,000 in the aggregatecount toward such limitation. (i) So long as immediately before and after giving effect thereto no Default exists, and provided that the Company complies with Section 10.09, the Company may create a Wholly Owned Subsidiary that constitutes a holding company for the Company’s European Subsidiaries.

Investments and Acquisitions. Neither the Company The Borrower will not, nor will it permit any of its Subsidiaries shall have outstandingSubsidiary to, acquire, commit itself make or suffer to acquire or hold exist any Investment Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Investment consisting of the acquisition Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of any business) (or become contractually committed to do so) except for the followingPerson, except: 6.13.1 Cash Equivalent Investments. 6.13.2 Existing Investments in Subsidiaries and other Investments in existence on the date hereof and described in Schedule 6.13. 6.13.3 Acquisitions meeting the following requirements or otherwise approved by the Required Lenders (aeach such Acquisition constituting a “Permitted Acquisition”): (i) Investments of the Company and its Subsidiaries in Wholly Owned Subsidiaries (a) which are domestic Subsidiaries as of the date of the consummation of such Acquisition, no Default or Unmatured Default shall have occurred and be continuing or would result from such Acquisition, and the representation and warranty contained in Section 5.11 shall be true both before and after giving effect to such Acquisition; (ii) such Acquisition is consummated pursuant to a negotiated acquisition agreement approved by the board of directors or other applicable governing body of the seller or entity to be acquired, and no material challenge to such Acquisition (excluding the exercise of appraisal rights) shall be pending or threatened by any shareholder or director of the seller or entity to be acquired; (iii) the business to be acquired in such Acquisition is similar or related to one or more of the lines of business in which the Borrower and its Subsidiaries are engaged on the Closing Date; (iv) as of the date of the consummation of such Acquisition, all material governmental and corporate approvals required in connection therewith shall have been obtained; (v) the aggregate Purchase Price for all such Acquisitions during the term of this Agreement or shall not exceed $25,000,000; (bvi) which become domestic Wholly Owned prior to the consummation of such Permitted Acquisition, the Borrower shall have delivered to the Administrative Agent a pro forma consolidated balance sheet, income statement and cash flow statement of the Borrower and its Subsidiaries after (the Closing Date and become Guarantors “Acquisition Pro Forma”), based on the Borrower’s most recent financial statements delivered pursuant to Section 6.1.1 (using, to the extent required available, historical financial statements for such entity provided by the seller(s)) which shall be complete and shall fairly present, in all material respects, the financial condition and results of operations and cash flows of the Borrower and its Subsidiaries in accordance with Agreement Accounting Principles, but taking into account such Permitted Acquisition and the funding of all Credit Extensions in connection therewith, and such Acquisition Pro Forma shall reflect that, on a pro forma basis, the Borrower would have been in compliance with the financial covenants set forth in Sections 6.21 and 6.22 for the period of four fiscal quarters reflected in the compliance certificate most recently delivered to the Administrative Agent pursuant to Section 10.096.1.3 prior to the consummation of such Permitted Acquisition (giving effect to such Permitted Acquisition and all Credit Extensions funded in connection therewith as if made on the first day of such period); provided, however, that the aggregate book value no such compliance with Section 6.21 is required to be demonstrated in such Acquisition Pro Forma for an Acquisition which is either (x) solely a purchase of all assets or (other than intercompany obligationsy) owned by Immaterial Subsidiaries shall not exceed $10,000,000.an acquisition of an entity or a going business for which no financial statements are available; and (bvii) Intercompany loans and advances from any Subsidiary prior to each such Permitted Acquisition, the Borrower shall deliver to the Company or any Guarantor thatAdministrative Agent a documentation, information and certification package in the case of loans or advances from Foreign Subsidiaries, are subordinated form reasonably acceptable to the Obligations in accordance Administrative Agent and demonstrating conformity with the Foreign Subsidiary Subordination Agreement. (c) Investments in Cash Equivalents. (d) Guarantees permitted by Section 6.06. (e) So long as immediately before applicable Acquisition Pro Forma and after giving effect thereto no Default existssufficient to describe the assets and Persons being acquired, and so long as the Company (if the Company is party thereto) or a Guarantor (if the Company is not party thereto) is the surviving entityincluding, the Company and its Subsidiaries may acquire another entity in the same line of business as the Company as described in Section 6.02(a) ifwithout limitation: (iA) at all times when the Consolidated Leverage Ratio is greater than 2.50 for the most recent period of four consecutive fiscal quarters a near-final version (calculated on a pro forma basis giving effect with no further material amendments to the proposed acquisition as if such acquisition had been consummated at the beginning of such periodbe made thereto) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the purchase price for all such acquisitions permitted pursuant to this clause (e)(i) does not exceed, except with the consent of the Required Lenders, $100,000,000 in cash (excluding consideration consisting of Capital Stock, the proceeds acquisition agreement for such Acquisition together with drafts of the issuance of Capital Stock or Subordinated Indebtedness) in the aggregate over the term of the Agreementmaterial schedules thereto; (iiB) at all times when the Consolidated Leverage Ratio is less than or equal to 2.50 for the most recent period of four consecutive fiscal quarters a near-final version (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the Company and its Subsidiaries may make unlimited acquisitions; provided, however that in the event a transaction permitted pursuant to this clause (e)(ii) would, on a pro forma basis after giving effect thereto, cause the Consolidated Leverage Ratio to exceed 2.50, the portion of the cash purchase price with respect to such transaction attributed to causing the Consolidated Leverage Ratio no further material amendments to be greater than 2.50 shall only be permitted to be paid to the extent the Company has sufficient availability in the $100,000,000 basket set forth in clause (e)(imade thereto) to take into account such excess amount; providedof all documents, further, that instruments and agreements with respect to any acquisition permitted pursuant Indebtedness to this Section 6.08(e)(ii), be incurred or assumed in connection with such Acquisition; and (iC) the acquisition must such other documents or information as shall be approved reasonably requested by the target entity’s board Administrative Agent in connection with such Acquisition. 6.13.4 The Permitted Restructuring. 6.13.5 Creation of, or investment in, a Subsidiary and in respect of directors, (ii) which the Company must be in compliance Borrower has otherwise complied with the Computation Covenants immediately after giving effect to such acquisition, (iii) the acquired entity must not have any environmental liabilities which, after giving effect to such acquisition, would reasonably be expected to result in a Material Adverse Effect Sections 6.25 and (iv) any Subsidiary acquired under this Section 6.08(e) (other than (a) a Foreign Subsidiary or (b) any Immaterial Subsidiary if the aggregate book value of the assets (other than intercompany obligations) of all Immaterial Subsidiaries acquired under this Section 6.08(e) since the Closing Date does not exceed $10,000,000) shall guarantee the Obligations, as contemplated 6.26. 6.13.6 Investments constituting Indebtedness permitted by Section 10.096.14.5. (f) So long as immediately before and after giving effect thereto no Default exists, the Company and its Subsidiaries may make (i) 6.13.7 Investments by a Credit Party in Unrestricted Affiliates engaged in businesses contemplated by Section 6.02(a) and (ii) Investments consisting of contributions of Property to Unrestricted Affiliates, in an aggregate amount for all such Investments permitted pursuant to this clause (f) (calculated at net book value at the time of such Investment), when taken together with the aggregate amount of all Dispositions permitted pursuant to Section 6.10(e), not to exceed $100,000,000another Credit Party. (g) Loans or advances to employees of the Company in an amount not to exceed (i) $1,000,000 in the aggregate outstanding at any time for the purchase of capital stock of the Company and (ii) $5,000,000 in the aggregate outstanding at any time for all other purposes. (h) So long as immediately before and after giving effect thereto no Default exists, Investments of the Company and its Subsidiaries in foreign Wholly Owned Subsidiaries; provided, however, that other than with respect to Investments outstanding as of the Closing Date as described on Schedule 6.08(h), (i) such Investments shall not involve the transfer of substantial noncash assets from the Company and its domestic Subsidiaries to its Foreign Subsidiaries other than up to $35,000,000 in book value of foreign patents and foreign trademarks; and (ii) net cash Investments of the Company and its domestic Subsidiaries in Foreign Subsidiaries made pursuant to this Section 6.08(h) at any one time outstanding shall not exceed $125,000,000 in the aggregate. (i) So long as immediately before and after giving effect thereto no Default exists, and provided that the Company complies with Section 10.09, the Company may create a Wholly Owned Subsidiary that constitutes a holding company for the Company’s European Subsidiaries.

Investments and Acquisitions. Neither the The Company nor will not, and will not permit any of its Subsidiaries shall have outstandingto, acquire, commit itself make or suffer to acquire or hold exist any Investment in any Person or purchase or otherwise acquire (including in one transaction or a series of transactions) any Investment consisting of the acquisition assets of any business) (or become contractually committed to do so) except for the followingother Person constituting a business unit, except: (a) Permitted Investments; (b) Investments (other than Investments permitted under clauses (a) and (c) of this Section) existing on the Original Effective Date and set forth on Schedule 7.06; (c) Investments by (i) the Company in any Subsidiary or (ii) any Subsidiary in the Company or any other Subsidiary (including any Guarantee of Indebtedness of the Company and its Subsidiaries in Wholly Owned Subsidiaries (a) which are domestic Subsidiaries or any Subsidiary, as of the date of this Agreement or (b) which become domestic Wholly Owned Subsidiaries after the Closing Date and become Guarantors to the extent required by Section 10.09applicable); provided, however, provided that the aggregate book value amount of all assets (other than intercompany obligations) owned such Investments by Immaterial the Loan Parties in Subsidiaries that are not consolidated under GAAP on the Company’s consolidated balance sheet, shall not exceed $10,000,000.; (bd) Intercompany loans Indebtedness permitted by Section 7.01; (e) purchases of inventory and advances from any Subsidiary other property to be sold or used in the ordinary course of business; (f) Acquisitions after the Original Effective Date by the Company or any Guarantor that, in the case of loans or advances from Foreign Subsidiaries, are subordinated to the Obligations in accordance with the Foreign Subsidiary Subordination Agreement. (c) Investments in Cash Equivalents. (d) Guarantees permitted by Section 6.06. (e) So long as immediately before and after giving effect thereto no Default exists, and so long as the Company (if the Company is party thereto) or a Guarantor (if the Company is not party thereto) is the surviving entity, the Company and its Subsidiaries may acquire another entity in the same line of business as the Company as described in Section 6.02(a) if: Subsidiary; provided that (i) at all times when if any such Acquisition is an acquisition of Capital Stock of a Person, such Acquisition shall not be opposed by the board of directors (or similar governing body) of such Person, (ii) no Default shall have then occurred and be continuing or would result therefrom, (iii) with respect to any Acquisition the aggregate consideration of which shall exceed $50,000,000, the Consolidated Leverage Ratio is on the last day of such period would not have been greater than 2.50 for 2.00 to 1.0 (determined on a pro forma basis after giving effect to such Acquisition as if such Acquisition had occurred on the first day of the most recent period of four consecutive fiscal quarters quarters), (calculated on a pro forma basis giving effect iv) the requirements of Section 6.11 applicable to such Person (if any) shall be satisfied and (v) at least ten days prior to the proposed acquisition as if consummation of any such acquisition had been consummated at Acquisition, the beginning Administrative Agent shall have received a certificate of such period) for which financial reports have been (or are a Responsible Officer setting forth the calculations required to have been) furnished to the Lenders in accordance determine compliance with Sections 6.04(a) or 6.04(b), the purchase price for all such acquisitions permitted pursuant to this clause (e)(iiii) does not exceedabove, except with if applicable, and certifying that the consent of the Required Lenders, $100,000,000 in cash (excluding consideration consisting of Capital Stock, the proceeds of the issuance of Capital Stock or Subordinated Indebtedness) in the aggregate over the term of the Agreement; (ii) at all times when the Consolidated Leverage Ratio is less than or equal to 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the Company and its Subsidiaries may make unlimited acquisitions; provided, however that in the event a transaction permitted pursuant to this clause (e)(ii) would, on a pro forma basis after giving effect thereto, cause the Consolidated Leverage Ratio to exceed 2.50, the portion of the cash purchase price with respect to such transaction attributed to causing the Consolidated Leverage Ratio to be greater than 2.50 shall only be permitted to be paid to the extent the Company has sufficient availability in the $100,000,000 basket conditions set forth in clause (e)(i) to take into account such excess amount; provided, further, that with respect to any acquisition permitted pursuant to this Section 6.08(e)(ii), (i) the acquisition must be approved by the target entity’s board of directors, (ii) the Company must be in compliance with the Computation Covenants immediately after giving effect to such acquisition, (iii) the acquired entity must not have any environmental liabilities which, after giving effect to such acquisition, would reasonably be expected to result in a Material Adverse Effect and (iv) any Subsidiary acquired under this Section 6.08(e) (other than (a) a Foreign Subsidiary or (b) any Immaterial Subsidiary if the aggregate book value of the assets (other than intercompany obligations) of all Immaterial Subsidiaries acquired under this Section 6.08(e) since the Closing Date does not exceed $10,000,000) shall guarantee the Obligations, as contemplated by Section 10.09. (f) So long as immediately before and after giving effect thereto no Default exists, the Company and its Subsidiaries may make (i) Investments in Unrestricted Affiliates engaged in businesses contemplated by Section 6.02(a) and (ii) Investments consisting of contributions of Property to Unrestricted Affiliates, in an aggregate amount for all such Investments permitted pursuant to this clause (f) (calculated at net book value at the time of with respect to such Investment), when taken together with the aggregate amount of all Dispositions permitted pursuant to Section 6.10(e), not to exceed $100,000,000Acquisition have been satisfied. (g) Loans or advances to employees of the Company in an amount not to exceed (i) $1,000,000 in the aggregate outstanding at any time for the purchase of capital stock of the Company and (ii) $5,000,000 in the aggregate outstanding at any time for all other purposes.Investments under Swap Agreements permitted by Section 7.10; (h) So long as immediately before bona fide advances to employees and after giving effect thereto no Default exists, Investments officers of the Company and its Subsidiaries in foreign Wholly Owned Subsidiaries; providedfor the purpose of paying payroll, howevertravel, that other than with respect to Investments outstanding as relocation and related expenses incurred for proper business purposes of the Closing Date as described on Schedule 6.08(h), Company or such Subsidiary; (i) Investments received by the Company and its Subsidiaries in connection with any Disposition permitted by Section 7.04; (j) Investments held by any Person that becomes a Subsidiary after the date hereof; provided that (i) such Investments shall exist at the time such Person becomes a Subsidiary and are not involve the transfer created in contemplation of substantial noncash assets from the Company and its domestic Subsidiaries to its Foreign Subsidiaries other than up to $35,000,000 or in book value of foreign patents and foreign trademarks; connection with such Person becoming a Subsidiary and (ii) net cash such Investments shall not be increased after such time unless such increase is permitted by another clause of this Section; (k) Investments (including debt obligations) received by the Company Borrower and its domestic Subsidiaries in Foreign Subsidiaries made pursuant to this Section 6.08(hconnection with the bankruptcy or reorganization of suppliers and/or customers and in good faith settlement of delinquent obligations of, and other disputes with, customers and/or suppliers arising in the ordinary course of business; (l) Investments in any joint venture that is not a Subsidiary; provided that (i) the aggregate amount (valued at any one time outstanding cost) of all such Investments shall not exceed $125,000,000 in the aggregate.15,000,000 and (ii) no Default shall have then occurred and be continuing or would result therefrom; and (im) So long as immediately before and after giving effect thereto no Default exists, and provided that the Company complies with other Investments (other than Investments of a type referred to in Section 10.09, the Company may create a Wholly Owned Subsidiary that constitutes a holding company for the Company’s European Subsidiaries7.06(l)) in an aggregate amount (valued at cost) not exceeding $5,000,000.

Investments and Acquisitions. Neither the Company nor any of its Subsidiaries nor any of the Restricted Affiliates (other than the Internet Entity and Internet Holdings) shall have outstanding, acquire, commit itself to acquire or hold any Investment (including any Investment consisting of the acquisition of any business) (or become contractually committed to do so) ), except for the following: (a) 6.8.1 Investments of the Company and its Subsidiaries in (a) Wholly Owned Subsidiaries (a) which are domestic Subsidiaries Guarantors as of the date of this Agreement hereof or (b) which Persons that have become domestic Wholly Owned Subsidiaries and Guarantors after the Closing Date and become Guarantors to the extent required by date hereof in accordance with Section 10.096.8.7; provided, however, that no such Investment shall involve the aggregate book value transfer by the Company of all any material assets (other than intercompany obligations) owned by Immaterial Subsidiaries shall not exceed $10,000,000cash. (b) 6.8.2 Intercompany loans and advances from any Wholly Owned Subsidiary or Company Holdings to the Company; provided, however, that loans and advances from a Foreign Subsidiary to the Company or any Guarantor that, in the case of loans or advances from Foreign Subsidiaries, are a Domestic Subsidiary must be subordinated to the Credit Obligations pursuant to an intercompany subordination agreement in accordance with substantially the Foreign Subsidiary Subordination Agreementform of Exhibit 6.8.2. (c) 6.8.3 Investments in Cash EquivalentsEquivalents and Hedge Agreements permitted by Section 6.13. (d) 6.8.4 Guarantees permitted by Section 6.066.6. (e) So long as immediately before and after giving effect thereto no Default exists, and so long as 6.8.5 The Acquisition on the Company (if the Company is party thereto) or a Guarantor (if the Company is not party thereto) is the surviving entity, the Company and its Subsidiaries may acquire another entity in the same line of business as the Company as described in Section 6.02(a) if: (i) at all times when the Consolidated Leverage Ratio is greater than 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the purchase price for all such acquisitions permitted pursuant to this clause (e)(i) does not exceed, except with the consent of the Required Lenders, $100,000,000 in cash (excluding consideration consisting of Capital Stock, the proceeds of the issuance of Capital Stock or Subordinated Indebtedness) in the aggregate over the term of the Agreement; (ii) at all times when the Consolidated Leverage Ratio is less than or equal to 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the Company and its Subsidiaries may make unlimited acquisitions; provided, however that in the event a transaction permitted pursuant to this clause (e)(ii) would, on a pro forma basis after giving effect thereto, cause the Consolidated Leverage Ratio to exceed 2.50, the portion of the cash purchase price with respect to such transaction attributed to causing the Consolidated Leverage Ratio to be greater than 2.50 shall only be permitted to be paid to the extent the Company has sufficient availability in the $100,000,000 basket set forth in clause (e)(i) to take into account such excess amount; provided, further, that with respect to any acquisition permitted pursuant to this Section 6.08(e)(ii), (i) the acquisition must be approved by the target entity’s board of directors, (ii) the Company must be in compliance with the Computation Covenants immediately after giving effect to such acquisition, (iii) the acquired entity must not have any environmental liabilities which, after giving effect to such acquisition, would reasonably be expected to result in a Material Adverse Effect and (iv) any Subsidiary acquired under this Section 6.08(e) (other than (a) a Foreign Subsidiary or (b) any Immaterial Subsidiary if the aggregate book value of the assets (other than intercompany obligations) of all Immaterial Subsidiaries acquired under this Section 6.08(e) since the Initial Closing Date does not exceed $10,000,000) shall guarantee the Obligations, as contemplated by Section 10.09the Acquisition Agreement. (f) So long as immediately before and after giving effect thereto no Default exists, the Company and its Subsidiaries may make (i) Investments in Unrestricted Affiliates engaged in businesses contemplated by Section 6.02(a) and (ii) Investments consisting of contributions of Property to Unrestricted Affiliates, in an aggregate amount for all such Investments permitted pursuant to this clause (f) (calculated at net book value at the time of such Investment), when taken together with the aggregate amount of all Dispositions permitted pursuant to Section 6.10(e), not to exceed $100,000,000. (g) Loans or advances to employees of the Company in an amount not to exceed (i) $1,000,000 in the aggregate outstanding at any time for the purchase of capital stock of the Company and (ii) $5,000,000 in the aggregate outstanding at any time for all other purposes. (h) 6.8.6 So long as immediately before and after giving effect thereto no Default exists, Investments of the Company and its Wholly Owned Subsidiaries in foreign Foreign Wholly Owned SubsidiariesSubsidiaries as of the date hereof or that have become Foreign Subsidiaries after the date hereof in accordance with Section 6.8.7; provided, however, that other than with respect to Investments outstanding as of the Closing Date as described on Schedule 6.08(h), (ia) such Investments shall not involve the transfer of substantial noncash material assets from the Company and its domestic Domestic Subsidiaries to its Foreign Subsidiaries Subsidiaries, other than up to $35,000,000 in book value of foreign patents cash and foreign trademarks; surplus equipment, and (iib) net cash Investments of the Company and its domestic Domestic Subsidiaries in Foreign Subsidiaries made pursuant to this Section 6.08(hshall not exceed $1,000,000 at any one time outstanding. 6.8.7 The Company and its Subsidiaries may make acquisitions ("Permitted Acquisitions") of businesses in the same or a substantially similar line of business so long as: (a) The Company has provided the Agent at least 15 days prior written notice of the Closing of such acquisition and copies of all letters of intent and agreements relating thereto. (b) At least 15 days prior to such acquisition the Company has provided written computations, historical financial statements and projections reasonably satisfactory to the Agent demonstrating pro forma compliance with Section 6 and the absence of any Default immediately after giving effect to such acquisition. (c) Either (i) the aggregate purchase price consisting of cash, assumed debt, earnout payments, seller debt and noncompetition payments for such acquisition (including any related acquisitions) is less than the sum of $10,000,000 plus Available Excess Cash Flow to the extent not applied to Capital Expenditures or Distributions permitted by Section 6.9.2 or (ii) the aggregate purchase price consisting of equity in Company Holdings (or the direct proceeds from the sale of equity in Company Holdings) for such acquisition (including any related acquisition) is less than $15,000,000 in equivalent value or (iii) the written consent of the Required Lenders shall have been obtained. (d) If the Reference Leverage Ratio is greater than 3.0x after giving effect to such acquisition, the written consent of the Required Lenders shall have been obtained. (e) The Company or one of its Wholly Owned Subsidiaries is the surviving entity of such acquisition or, in the event of a stock acquisition, the Company or one of its Wholly Owned Subsidiaries will own at least 80% of the capital stock, as well as at least 80% of the capital stock entitled to vote generally for the election of directors, of the acquired entity. (f) The acquired business, if an acquired or newly created domestic entity, will become a Guarantor and pledge its assets to secure the credit facility. The Company and the other Subsidiaries that are Guarantors will pledge the stock (up to 66% of the voting stock of a Foreign Subsidiary) of the acquired or newly-created entity. All steps reasonably requested by the Agent shall be taken to pledge the acquired assets as part of the Credit Security. (g) The Lenders will have received a customary legal opinion from special counsel to the Company with respect to the new Guarantor. 6.8.8 Investments by the Company and its Subsidiaries not exceeding $1,000,000 at any one time outstanding shall not exceed $125,000,000 in the aggregatejoint ventures engaged in a business described in Section 6.2.1. (i) So long as immediately before and after giving effect thereto no Default exists, and provided that the Company complies with Section 10.09, the Company may create a Wholly Owned Subsidiary that constitutes a holding company for the Company’s European Subsidiaries.

Investments and Acquisitions. Neither the Company nor any of its Subsidiaries shall have outstanding, acquire, commit itself to acquire or hold any Investment (including any Investment consisting Section 6.05 of the acquisition of any business) (or become contractually committed to do so) except for the followingCredit Agreement shall be amended as follows: (a) Investments The word “and” at the end of clause (h) thereof shall be deleted and existing clause (i) thereof shall be re-lettered as clause “(l)” (and any references in the Credit Agreement to Section 6.05(i) shall be deemed amended to refer to Section 6.05(l) of the Company and its Subsidiaries in Wholly Owned Subsidiaries (a) which are domestic Subsidiaries as of the date of this Agreement or (b) which become domestic Wholly Owned Subsidiaries after the Closing Date and become Guarantors to the extent required by Section 10.09Credit Agreement); provided, however, that the aggregate book value of all assets (other than intercompany obligations) owned by Immaterial Subsidiaries shall not exceed $10,000,000.and (b) Intercompany loans The following new clauses (i), (j) and advances from any Subsidiary (k) shall be inserted, immediately after clause (h) thereof, to the Company or any Guarantor that, in the case of loans or advances from Foreign Subsidiaries, are subordinated to the Obligations in accordance with the Foreign Subsidiary Subordination Agreement. (c) Investments in Cash Equivalents. (d) Guarantees permitted by Section 6.06. (e) So long read as immediately before and after giving effect thereto no Default exists, and so long as the Company (if the Company is party thereto) or a Guarantor (if the Company is not party thereto) is the surviving entity, the Company and its Subsidiaries may acquire another entity in the same line of business as the Company as described in Section 6.02(a) iffollows: (i) any bonds, promissory notes or other securities (which may be either debt or equity securities) or other deferred purchase price to be received by the Borrower or any of its Subsidiaries as consideration in connection with any Disposition of property permitted under Section 6.04 to any other Person, provided that, at all times when time of each such Disposition, the Consolidated Leverage Ratio is greater than 2.50 for (calculated as of the most recent recently ended fiscal quarter of the Borrower and giving pro forma effect to such Disposition as it had occurred on the first day of the period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such periodthen ended) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the purchase price for all such acquisitions permitted pursuant to this clause (e)(i) does not exceed, except with the consent of the Required Lenders, $100,000,000 in cash (excluding consideration consisting of Capital Stock, the proceeds of the issuance of Capital Stock or Subordinated Indebtedness) in the aggregate over the term of the Agreement; (ii) at all times when the Consolidated Leverage Ratio is less than or equal to 2.50 for 3.75 to 1.00); (j) any bonds, promissory notes or other securities (which may be either debt or equity securities) received by the most recent period Borrower or any of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the Company and its Subsidiaries issued as payment or settlement for accounts receivables owing from an entity that is subject to a proceeding under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law; (k) any bonds, promissory notes or other securities (which may make unlimited acquisitions; provided, however that be either debt or equity securities) received by the Borrower or any of its Subsidiaries issued by non-U.S. Governmental Authorities in payment of accounts receivables related to products sold by the Borrower or any of its Subsidiaries in the event a transaction permitted pursuant to this clause (e)(ii) wouldordinary course of business, on a pro forma basis after giving effect thereto, cause the Consolidated Leverage Ratio to exceed 2.50, the portion of the cash purchase price with respect to such transaction attributed to causing the Consolidated Leverage Ratio to be greater than 2.50 shall only be permitted to be paid to the extent the Company has sufficient availability in the $100,000,000 basket set forth in clause (e)(i) to take into account such excess amount; provided, further, provided that with respect to any acquisition permitted pursuant to this Section 6.08(e)(ii), (i) the acquisition must be approved by the target entity’s board of directors, (ii) the Company must be in compliance with the Computation Covenants immediately after giving effect to such acquisition, (iii) the acquired entity must not have any environmental liabilities which, after giving effect to such acquisition, would reasonably be expected to result in a Material Adverse Effect and (iv) any Subsidiary acquired under this Section 6.08(e) (other than (a) a Foreign Subsidiary or (b) any Immaterial Subsidiary if the aggregate book value of the assets (other than intercompany obligations) of all Immaterial Subsidiaries acquired under this Section 6.08(e) since the Closing Date does not exceed $10,000,000) shall guarantee the Obligations, as contemplated by Section 10.09. (f) So long as immediately before and after giving effect thereto no Default exists, the Company and its Subsidiaries may make (i) Investments in Unrestricted Affiliates engaged in businesses contemplated by Section 6.02(a) and (ii) Investments consisting of contributions of Property to Unrestricted Affiliates, in an aggregate amount for all such Investments permitted pursuant to this clause (f) (calculated at net book value at the time of such Investment), when taken together with the aggregate amount of all Dispositions permitted pursuant to Section 6.10(e), not to exceed $100,000,000. Investments made under this clause (gk) Loans or advances to employees of the Company in an amount not to exceed (i) $1,000,000 in the aggregate outstanding at any time for the purchase of capital stock of the Company and (ii) $5,000,000 in the aggregate outstanding at any time for all other purposes. (h) So long as immediately before and after giving effect thereto no Default exists, Investments of the Company and its Subsidiaries in foreign Wholly Owned Subsidiaries; provided, however, that other than with respect to Investments outstanding as of the Closing Date as described on Schedule 6.08(h), (i) such Investments shall not involve the transfer of substantial noncash assets from the Company and its domestic Subsidiaries to its Foreign Subsidiaries other than up to $35,000,000 in book value of foreign patents and foreign trademarks; and (ii) net cash Investments of the Company and its domestic Subsidiaries in Foreign Subsidiaries made pursuant to this Section 6.08(h) at any one time outstanding shall not exceed $125,000,000 50,000,000 (or the equivalent thereof in the aggregateforeign currencies) at any time; and”. (i) So long as immediately before and after giving effect thereto no Default exists, and provided that the Company complies with Section 10.09, the Company may create a Wholly Owned Subsidiary that constitutes a holding company for the Company’s European Subsidiaries.

Investments and Acquisitions. Neither the Company nor The Borrower will not, and will not permit any of its Subsidiaries shall have outstandingSubsidiary to, acquire, commit itself make or suffer to acquire or hold exist any Investment Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of any Person, except: 6.13.1 Cash and Cash Equivalent Investments and other Investments that comply with the Borrower’s investment policy as in effect on the Closing Date, a copy of which the Borrower has provided to the Administrative Agent. 6.13.2 Investments in existence on the Closing Date and described in Schedule 6.13 and any renewal or extension of any such Investments that does not increase the amount of the Investment being renewed or extended as determined as of such date of renewal or extension. 6.13.3 Investments in trade receivables or other investments 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. 6.13.4 Investments consisting of intercompany loans permitted under Section 6.14.6. 6.13.5 All Acquisitions meeting the acquisition of any business) following requirements or otherwise approved by the Required Lenders (or become contractually committed to do so) except for the following:each such Acquisition constituting a “Permitted Acquisition”): (a) Investments of the Company and its Subsidiaries in Wholly Owned Subsidiaries (a) which are domestic Subsidiaries as of the date of this Agreement the consummation of such Acquisition, no Default or (b) which become domestic Wholly Owned Subsidiaries after Unmatured Default shall have occurred and be continuing or would result from such Acquisition, and the Closing Date representation and become Guarantors to the extent required by warranty contained in Section 10.09; provided, however, that the aggregate book value of all assets (other than intercompany obligations) owned by Immaterial Subsidiaries 5.11 shall not exceed $10,000,000. (b) Intercompany loans and advances from any Subsidiary to the Company or any Guarantor that, in the case of loans or advances from Foreign Subsidiaries, are subordinated to the Obligations in accordance with the Foreign Subsidiary Subordination Agreement. (c) Investments in Cash Equivalents. (d) Guarantees permitted by Section 6.06. (e) So long as immediately be true both before and after giving effect thereto no Default exists(including giving effect on a pro forma basis) to such Acquisition; (b) such Acquisition is consummated on a non-hostile basis pursuant to a negotiated acquisition agreement approved by the board of directors or other applicable governing body of the seller or entity to be acquired, and so long no material challenge to such Acquisition (excluding the exercise of appraisal rights) shall be pending or threatened in writing by any shareholder or director of the seller or entity to be acquired; (c) the business to be acquired in such Acquisition is similar or related to one or more of the lines of business in which the Borrower and the Subsidiaries are engaged on the Closing Date; (d) as of the Company date of the consummation of such Acquisition, all material governmental and corporate approvals required in connection therewith shall have been obtained; (e) the Borrower shall be in compliance with the financial covenants set forth in Sections 6.20 and 6.21 for the four fiscal quarter period reflected in the compliance certificate most recently delivered to the Administrative Agent pursuant to Section 6.1.3 prior to the consummation of such Acquisition (after giving effect (including giving effect on a pro forma basis) to such Acquisition and the issuance or assumption of any Indebtedness in connection therewith, in each case as if consummated on the Company is party theretofirst day of such period); (f) with respect to each Permitted Acquisition with respect to which the Purchase Price shall be greater than $200,000,000, not less than fifteen (15) days prior to the consummation of such Permitted Acquisition, the Borrower shall have delivered to the Administrative Agent a pro forma consolidated balance sheet, income statement and cash flow statement of the Borrower and the Subsidiaries (the “Acquisition Pro Forma”), based on the Borrower’s most recent financial statements delivered pursuant to Section 6.1.1 and using historical financial statements for the acquired entity provided by the seller(s) or a Guarantor (if the Company is not party thereto) is the surviving entitywhich shall be complete and shall fairly present, in all material respects, the Company financial condition and results of operations and cash flows of the Borrower and its Subsidiaries may acquire another entity in accordance with Agreement Accounting Principles, but taking into account such Permitted Acquisition and the repayment of any Indebtedness in connection with such Permitted Acquisition, and such Acquisition Pro Forma shall reflect that, on a pro forma basis, the Borrower would have been in compliance with the financial covenants set forth in Sections 6.20 and 6.21 for the four fiscal quarter period reflected in the same line compliance certificate most recently delivered to the Administrative Agent pursuant to Section 6.1.3 prior to the consummation of business such Permitted Acquisition (giving effect (including giving effect on a pro forma basis) to such Permitted Acquisition as if made on the Company as described first day of such period); and (g) the Borrower shall deliver to the Administrative Agent, in Section 6.02(a) ifform and substance acceptable to the Administrative Agent: (i) at all times when concurrently with the Consolidated Leverage Ratio is greater than 2.50 for the most recent period consummation of four consecutive fiscal quarters (calculated on a pro forma basis giving effect each such Permitted Acquisition, to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are extent required to have been) furnished under 6.23, a supplement to the Lenders in accordance with Sections 6.04(a) or 6.04(b), Guaranty if the purchase price for all such acquisitions permitted pursuant to this clause (e)(i) does not exceed, except with the consent of the Required Lenders, $100,000,000 in cash (excluding consideration consisting of Capital Stock, the proceeds of the issuance Permitted Acquisition is an Acquisition of Capital Stock or Subordinated Indebtedness) in and the aggregate over target company will not be merged with the term of the Agreement;Borrower; and (ii) at all times when the Consolidated Leverage Ratio is less than on or equal to 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect prior to the proposed acquisition as if consummation of each such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the Company and its Subsidiaries may make unlimited acquisitions; provided, however that in the event a transaction permitted pursuant to this clause (e)(ii) would, on a pro forma basis after giving effect thereto, cause the Consolidated Leverage Ratio to exceed 2.50, the portion of the cash purchase price Permitted Acquisition with respect to such transaction attributed to causing which the Consolidated Leverage Ratio to Purchase Price shall be greater than 2.50 shall only be permitted to be paid to $200,000,000: (A) the extent financial statements of the Company has sufficient availability target entity together with any pro forma financial statements, projections, forecasts and budgets prepared by the Borrower in connection therewith; (B) a copy of the $100,000,000 basket set forth in clause acquisition agreement for such Acquisition, together with drafts of the material schedules thereto; (e)(iC) to take into account such excess amount; provideda copy of all documents, further, that instruments and agreements with respect to any acquisition Indebtedness to be incurred or assumed in connection with such Acquisition; and (D) such other documents or information as shall be reasonably requested by the Administrative Agent or any Lender 6.13.6 Investments constituting promissory notes and other non-cash consideration received in connection with any transfer of assets permitted pursuant under Section 6.12.7. 6.13.7 Customer advances in the ordinary course of business. 6.13.8 Extensions of customer or trade credit in the ordinary course of business consistent with the Borrower’s and the Subsidiaries’ past practices. 6.13.9 Investments constituting Rate Management Transactions permitted under Section 6.17. 6.13.10 Subject to this Section 6.08(e)(ii6.24, the creation or formation of new Subsidiaries (as opposed to the Acquisition of new Subsidiaries), (i) the so long as all applicable requirements under Section 6.23 shall have been, or concurrently therewith are, satisfied. 6.13.11 Investments constituting expenditures for any purchase or other acquisition must of any asset which would be approved by the target entity’s board of directors, (ii) the Company must be in compliance with the Computation Covenants immediately after giving effect to such acquisition, (iii) the acquired entity must not have any environmental liabilities which, after giving effect to such acquisition, would reasonably be expected to result in classified as a Material Adverse Effect and (iv) any Subsidiary acquired under this Section 6.08(e) (other than (a) fixed or capital asset on a Foreign Subsidiary or (b) any Immaterial Subsidiary if the aggregate book value consolidated balance sheet of the assets (other than intercompany obligations) of all Immaterial Subsidiaries acquired under this Section 6.08(e) since the Closing Date does not exceed $10,000,000) shall guarantee the Obligations, as contemplated by Section 10.09. (f) So long as immediately before and after giving effect thereto no Default exists, the Company Borrower and its Subsidiaries may make (i) Investments prepared in Unrestricted Affiliates engaged in businesses contemplated by Section 6.02(a) and (ii) Investments consisting of contributions of Property accordance with Agreement Accounting Principles to Unrestricted Affiliates, in an aggregate amount for all such Investments the extent otherwise permitted pursuant to under this clause (f) (calculated at net book value at the time of such Investment), when taken together with the aggregate amount of all Dispositions permitted pursuant to Section 6.10(e), not to exceed $100,000,000Agreement. (g) Loans or advances to employees of the Company in an amount not to exceed (i) $1,000,000 in the aggregate outstanding at any time for the purchase of capital stock of the Company and (ii) $5,000,000 in the aggregate outstanding at any time for all other purposes. (h) So long as immediately before and after giving effect thereto no Default exists, Investments of the Company and its Subsidiaries in foreign Wholly Owned Subsidiaries; provided, however, that other than with respect to Investments outstanding as of the Closing Date as described on Schedule 6.08(h), (i) such Investments shall not involve the transfer of substantial noncash assets from the Company and its domestic Subsidiaries to its Foreign Subsidiaries other than up to $35,000,000 in book value of foreign patents and foreign trademarks; and (ii) net cash Investments of the Company and its domestic Subsidiaries in Foreign Subsidiaries made pursuant to this Section 6.08(h) at any one time outstanding shall not exceed $125,000,000 in the aggregate. (i) So long as immediately before and after giving effect thereto no Default exists, and provided that the Company complies with Section 10.09, the Company may create a Wholly Owned Subsidiary that constitutes a holding company for the Company’s European Subsidiaries.

Investments and Acquisitions. Neither No Borrower will, nor will the Company nor permit any other Subsidiary to, make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of its any Person, except: 6.13.1 Subject to Section 6.24, cash and Cash Equivalent Investments and other Investments that comply with the Company’s investment policy as in effect on the Closing Date, a copy of which the Company has provided to the Agent. 6.13.2 The 2006 ESOP Note, the Xxxxxxxx Note and other existing Investments in Subsidiaries and other Investments in existence on the Closing Date and described in Schedule 6.13 and any renewal or extension of any such Investments that does not increase the amount of the Investment being renewed or extended as determined as of such date of renewal or extension. 6.13.3 Investments in trade receivables or 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. 6.13.4 Investments consisting of intercompany loans permitted under Section 6.14.6. 6.13.5 All Acquisitions meeting the following requirements or otherwise approved by the Required Lenders (each such Acquisition constituting a “Permitted Acquisition”): (i) as of the date of the consummation of such Acquisition, no Default or Unmatured Default shall have outstandingoccurred and be continuing or would result from such Acquisition, acquire, commit itself and the representation and warranty contained in Section 5.11 shall be true both before and after giving effect to acquire such Acquisition; (ii) such Acquisition is consummated on a non-hostile basis pursuant to a negotiated acquisition agreement approved by the board of directors or hold any Investment (including any Investment consisting other applicable governing body of the acquisition seller or entity to be acquired, and no material challenge to such Acquisition (excluding the exercise of appraisal rights) shall be pending or threatened in writing by any businessshareholder or director of the seller or entity to be acquired; (iii) the business to be acquired in such Acquisition is similar or related to one or more of the lines of business in which the Company and the Subsidiaries are engaged on the Closing Date; (iv) as of the date of the consummation of such Acquisition, all material governmental and corporate approvals required in connection therewith shall have been obtained; (v) the Purchase Price for each such Acquisition together with the Purchase Price of all other Permitted Acquisitions shall (A) not be subject to limitation so long as the Leverage Ratio as of the last day of the fiscal quarter of the Company referred to in the most recent Financials calculated on a pro forma basis (giving effect to such Permitted Acquisition as if made on the first day of such period) shall be 3.25 to 1.00 or become contractually committed lower after giving effect to do sosuch Acquisition and (B) except not exceed $100,000,000 if the Leverage Ratio as of the last day of the fiscal quarter of the Company referred to in the most recent Financials calculated on a pro forma basis (giving effect to such Permitted Acquisition as if made on the first day of such period) shall be greater than 3.25 to 1.00 after giving effect to such Acquisition; (vi) with respect to each Permitted Acquisition with respect to which the Purchase Price shall be greater than $50,000,000, not less than fifteen (15) days prior to the consummation of such Permitted Acquisition, the Company shall have delivered to the Agent a pro forma consolidated balance sheet, income statement and cash flow statement of the Company and the Subsidiaries (the “Acquisition Pro Forma”), based on the Company’s most recent financial statements delivered pursuant to Section 6.1.1 and using historical financial statements for the following: (aacquired entity provided by the seller(s) Investments or which shall be complete and shall fairly present, in all material respects, the financial condition and results of operations and cash flows of the Company and its Subsidiaries in Wholly Owned Subsidiaries (a) which are domestic Subsidiaries as of the date of this Agreement or (b) which become domestic Wholly Owned Subsidiaries after the Closing Date and become Guarantors to the extent required by Section 10.09; provided, however, that the aggregate book value of all assets (other than intercompany obligations) owned by Immaterial Subsidiaries shall not exceed $10,000,000. (b) Intercompany loans and advances from any Subsidiary to the Company or any Guarantor that, in the case of loans or advances from Foreign Subsidiaries, are subordinated to the Obligations in accordance with Agreement Accounting Principles, but taking into account such Permitted Acquisition and the Foreign Subsidiary Subordination Agreement. (c) Investments repayment of any Indebtedness in Cash Equivalents. (d) Guarantees permitted by Section 6.06. (e) So long as immediately before and after giving effect thereto no Default existsconnection with such Permitted Acquisition, and so long as the Company (if the Company is party thereto) or a Guarantor (if the Company is not party thereto) is the surviving entity, the Company and its Subsidiaries may acquire another entity in the same line of business as the Company as described in Section 6.02(a) if: (i) at all times when the Consolidated Leverage Ratio is greater than 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the purchase price for all such acquisitions permitted pursuant to this clause (e)(i) does not exceed, except with the consent of the Required Lenders, $100,000,000 in cash (excluding consideration consisting of Capital Stock, the proceeds of the issuance of Capital Stock or Subordinated Indebtedness) in the aggregate over the term of the Agreement; (ii) at all times when the Consolidated Leverage Ratio is less than or equal to 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the Company and its Subsidiaries may make unlimited acquisitions; provided, however that in the event a transaction permitted pursuant to this clause (e)(ii) wouldAcquisition Pro Forma shall reflect that, on a pro forma basis after basis, the Company would have been in compliance with the financial covenants set forth in Sections 6.20, 6.21 and 6.22 for the four fiscal quarter period reflected in the compliance certificate most recently delivered to the Agent pursuant to Section 6.1.3 prior to the consummation of such Permitted Acquisition (giving effect theretoto such Permitted Acquisition as if made on the first day of such period); and (vii) prior to (or, cause the Consolidated Leverage Ratio to exceed 2.50, the portion of the cash purchase price with respect to clause (A) below, concurrently with) the consummation of each such transaction attributed Permitted Acquisition, the Company shall deliver to causing the Consolidated Leverage Ratio Agent a documentation, information and certification package in form and substance acceptable to be greater than 2.50 shall only be permitted to be paid the Agent, including, without limitation; (A) to the extent required under Section 6.23, a supplement to the Guaranty if the Permitted Acquisition is an Acquisition of equities and the target company will not be merged with the Company has sufficient availability or any other Borrower; (B) the financial statements of the target entity together with any pro forma financial statements, projections, forecasts and budgets prepared by the Company in connection therewith; (C) a copy of the $100,000,000 basket set forth in clause acquisition agreement for such Acquisition, together with drafts of the material schedules thereto; (e)(iD) to take into account such excess amount; provideda copy of all documents, further, that instruments and agreements with respect to any acquisition Indebtedness to be incurred or assumed in connection with such Acquisition; and (E) such other documents or information as shall be reasonably requested by the Agent or any Lender. 6.13.6 Investments constituting promissory notes and other non-cash consideration received in connection with any transfer of assets permitted pursuant under Section 6.12.7. 6.13.7 Customer advances in the ordinary course of business. 6.13.8 Extensions of customer or trade credit in the ordinary course of business consistent with the Company’s and the Subsidiaries’ past practices. 6.13.9 Investments constituting Rate Management Transactions permitted under Section 6.17. 6.13.10 Subject to this Section 6.08(e)(ii6.24, the creation or formation of new Subsidiaries (as opposed to the Acquisition of new Subsidiaries), (i) the acquisition must be approved by the target entity’s board of directorsso long as all applicable requirements under Section 6.23 shall have been, (ii) the Company must be in compliance with the Computation Covenants immediately after giving effect to such acquisitionor concurrently therewith are, (iii) the acquired entity must not have any environmental liabilities which, after giving effect to such acquisition, would reasonably be expected to result in a Material Adverse Effect and (iv) any Subsidiary acquired under this Section 6.08(e) (other than (a) a Foreign Subsidiary or (b) any Immaterial Subsidiary if the aggregate book value of the assets (other than intercompany obligations) of all Immaterial Subsidiaries acquired under this Section 6.08(e) since the Closing Date does not exceed $10,000,000) shall guarantee the Obligations, as contemplated by Section 10.09satisfied. (f) So long 6.13.11 Investments constituting expenditures for any purchase or other acquisition of any asset which would be classified as immediately before and after giving effect thereto no Default exists, the Company and its Subsidiaries may make (i) Investments in Unrestricted Affiliates engaged in businesses contemplated by Section 6.02(a) and (ii) Investments consisting of contributions of Property to Unrestricted Affiliates, in an aggregate amount for all such Investments permitted pursuant to this clause (f) (calculated at net book value at the time of such Investment), when taken together with the aggregate amount of all Dispositions permitted pursuant to Section 6.10(e), not to exceed $100,000,000. (g) Loans a fixed or advances to employees of the Company in an amount not to exceed (i) $1,000,000 in the aggregate outstanding at any time for the purchase of capital stock of the Company and (ii) $5,000,000 in the aggregate outstanding at any time for all other purposes. (h) So long as immediately before and after giving effect thereto no Default exists, Investments asset on a consolidated balance sheet of the Company and its Subsidiaries prepared in foreign Wholly Owned Subsidiaries; provided, however, that other than accordance with respect Agreement Accounting Principles to the extent otherwise permitted under this Agreement. 6.13.12 Investments outstanding as of the Closing Date as described on Schedule 6.08(h), by (i) such Investments shall not involve the transfer of substantial noncash assets from the Company and its domestic Subsidiaries to its Foreign Subsidiaries other than up to $35,000,000 in book value of foreign patents and foreign trademarks; and any Credit Party, (ii) net cash Investments of the Company any Subsidiary which is not a Credit Party and its domestic Subsidiaries is not required to be a Guarantor in any other Subsidiary which is not a Credit Party and is not required to be a Guarantor and (iii) subject to Section 6.24, any Credit Party in any Foreign Subsidiaries Subsidiary. 6.13.13 Deposits made pursuant to this Section 6.08(h) at any one time outstanding shall not exceed $125,000,000 in the aggregateordinary course of business and referred to in Sections 6.15.4, 6.15.6 and 6.15.7. (ia) So long as immediately before and after giving effect thereto no Default existscash Investments constituting the initial capitalization of an SPV in connection with the consummation of any Receivables Purchase Facility permitted under this Agreement in an aggregate amount (calculated based on aggregate of the initial cash capitalization amount of each such SPV) not to exceed $10,000,000, and provided that the Company complies (b) other Investments in connection with any Receivables Purchase Facility permitted under this Agreement (including intercompany Indebtedness permitted under Section 10.09, the Company may create a Wholly Owned Subsidiary that constitutes a holding company for the Company’s European Subsidiaries6.14.4(b)).

Investments and Acquisitions. Neither the Company The Borrower will not, nor will it permit any of its Subsidiaries shall have outstandingSubsidiary to, acquire, commit itself make or suffer to acquire or hold exist any Investment Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Investment consisting of the acquisition Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of any business) (or become contractually committed to do so) except for the followingPerson, except: (a) 6.13.1 Cash Equivalent Investments of and other Investments in existence on the Company date hereof and its described in Schedule 6.13(A). 6.13.2 Investments in Subsidiaries in Wholly Owned Subsidiaries (a) which are domestic Subsidiaries Guarantors. 6.13.3 Acquisitions meeting the following requirements or otherwise approved by the Required Lenders (each such Acquisition constituting a "Permitted Acquisition"): (i) as of the date of this Agreement the consummation of such Acquisition, no Default or (b) which become domestic Wholly Owned Subsidiaries after Unmatured Default shall have occurred and be continuing or would result from such Acquisition, and the Closing Date representation and become Guarantors to the extent required by warranty contained in Section 10.09; provided, however, that the aggregate book value of all assets (other than intercompany obligations) owned by Immaterial Subsidiaries 5.11 shall not exceed $10,000,000. (b) Intercompany loans and advances from any Subsidiary to the Company or any Guarantor that, in the case of loans or advances from Foreign Subsidiaries, are subordinated to the Obligations in accordance with the Foreign Subsidiary Subordination Agreement. (c) Investments in Cash Equivalents. (d) Guarantees permitted by Section 6.06. (e) So long as immediately be true both before and after giving effect thereto no Default exists, and so long as the Company (if the Company is party thereto) or a Guarantor (if the Company is not party thereto) is the surviving entity, the Company and its Subsidiaries may acquire another entity in the same line of business as the Company as described in Section 6.02(a) if: (i) at all times when the Consolidated Leverage Ratio is greater than 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the purchase price for all such acquisitions permitted pursuant to this clause (e)(i) does not exceed, except with the consent of the Required Lenders, $100,000,000 in cash (excluding consideration consisting of Capital Stock, the proceeds of the issuance of Capital Stock or Subordinated Indebtedness) in the aggregate over the term of the AgreementAcquisition; (ii) at such Acquisition is consummated on a non-hostile basis pursuant to a negotiated acquisition agreement approved by the board of directors or other applicable governing body of the seller or entity to be acquired, and no material challenge to such Acquisition (excluding the exercise of appraisal rights) shall be pending or threatened by any shareholder or director of the seller or entity to be acquired; (iii) the business to be acquired in such Acquisition is similar or related to one or more of the lines of business in which the Borrower and its Subsidiaries are engaged on the Closing Date; (iv) as of the date of the consummation of such Acquisition, all times when material governmental and corporate approvals required in connection therewith shall have been obtained; (a) such Acquisition is the Consolidated Permitted Alternative Fuel Acquisition or (b) (1) the Purchase Price for each such Acquisition (other than a Permitted Fuel Acquisition) payable in cash shall not exceed $30,000,000 and, together with the Purchase Price payable in cash for all other Permitted Acquisitions, shall not exceed an amount equal to $50,000,000 and (2) the Purchase Price for each such Acquisition (other than the Permitted Alternative Fuel Acquisition) not payable in cash (other than equity issuances by the Borrower), together with the Purchase Price not payable in cash (other than equity issuances by the Borrower) for all other Permitted Acquisitions, shall not exceed an amount equal to $20,000,000 (as determined by reference to the underlying documents for such transaction, as long as such documents shall be the product of an arm's length basis and entered into in good faith), provided that (x) the limitations on Acquisitions set forth in this subclause (b) shall not apply to any Acquisition if the Total Leverage Ratio after giving pro forma effect to such Acquisition is less than or equal to 2.50 3.50:1.00 and (y) any Acquisition consummated during a period when the Total Leverage Ratio, after giving pro forma effect to such Acquisition, was less than or equal to 3.50:1.00 shall be disregarded for purposes of determining compliance with this subclause (b); and (vi) prior to the most recent period consummation of four consecutive fiscal quarters (calculated on such Permitted Acquisition, the Borrower shall have delivered to the Administrative Agent a pro forma basis giving effect consolidated balance sheet, income statement and cash flow statement of the Borrower and its Subsidiaries (the "Acquisition Pro Forma"), based on the Borrower's most recent financial statements delivered pursuant to Section 6.1.1 and using historical financial statements for the proposed acquisition as if such acquisition had been consummated at acquired entity provided by the beginning seller(s) or which shall be complete and shall fairly present, in all material respects, the financial condition and results of such period) for which financial reports have been (or are required to have been) furnished to operations and cash flows of the Lenders Borrower and its Subsidiaries in accordance with Sections 6.04(a) or 6.04(b)Agreement Accounting Principles, but taking into account such Permitted Acquisition and the Company funding of all Indebtedness in connection therewith, and its Subsidiaries may make unlimited acquisitions; provided, however that in the event a transaction permitted pursuant to this clause (e)(ii) wouldsuch Acquisition Pro Forma shall reflect that, on a pro forma basis after giving effect thereto, cause the Consolidated Leverage Ratio to exceed 2.50basis, the portion of the cash purchase price with respect to such transaction attributed to causing the Consolidated Leverage Ratio to be greater than 2.50 shall only be permitted to be paid to the extent the Company has sufficient availability in the $100,000,000 basket set forth in clause (e)(i) to take into account such excess amount; provided, further, that with respect to any acquisition permitted pursuant to this Section 6.08(e)(ii), (i) the acquisition must be approved by the target entity’s board of directors, (ii) the Company must be Borrower would have been in compliance with the Computation Covenants immediately after financial covenants set forth in Sections 6.21, 6.22 and 6.23 for the four fiscal quarter period reflected in the compliance certificate most recently delivered to the Administrative Agent pursuant to Section 6.1.3 prior to the consummation of such Permitted Acquisition (giving effect to such acquisition, (iii) Permitted Acquisition and all Indebtedness funded in connection therewith as if made on the acquired entity must not have any environmental liabilities which, after giving effect to first day of such acquisition, would reasonably be expected to result period). 6.13.4 Investments in a Material Adverse Effect and (iv) entities in which the Borrower or any Subsidiary acquired under this Section 6.08(e) (other owns less than (a) a Foreign Subsidiary or (b) any Immaterial Subsidiary if the aggregate book value 100% of the assets (other than intercompany obligations) issued and outstanding equity interests thereof, including the Investments described in Schedule 6.13(B), provided that Investments made after the date of all Immaterial Subsidiaries acquired under this Section 6.08(e) since Agreement do not exceed, over the term of this Agreement, an amount equal to $10 million plus an aggregate amount equal to 2% of Consolidated EBITDA for each twelve month period following the Closing Date does not exceed $10,000,000) shall guarantee (the Obligations, as contemplated by Section 10.09. (f) So long as immediately before and after giving effect thereto no Default exists, the Company and its Subsidiaries may make (i) Investments in Unrestricted Affiliates engaged in businesses contemplated by Section 6.02(a) and (ii) Investments consisting of contributions of Property to Unrestricted Affiliates, in an aggregate amount for all such Investments permitted pursuant to this clause (f) (calculated at net book value at the time of such Investment"Minority Investment Base Amount"), when taken together with ; provided further that if the aggregate amount of all Dispositions permitted pursuant to Section 6.10(esuch Investments actually made in any one fiscal year of the Borrower are actually less than the Minority Investment Base Amount (the difference being the "Shortfall Amount"), not then, so long as no Default or Unmatured Default has occurred and is continuing, the permitted amount of such Investments during the immediately succeeding fiscal year only shall be an amount equal to exceed $100,000,000the Minority Investment Base Amount plus the Shortfall Amount. (g) Loans 6.13.5 Creation of or advances to employees of the Company Investment in an amount not to exceed (i) $1,000,000 in the aggregate outstanding at any time for the purchase of capital stock of the Company and (ii) $5,000,000 in the aggregate outstanding at any time for all other purposes. (h) So long as immediately before and after giving effect thereto no Default exists, Investments of the Company and its Subsidiaries in foreign Wholly Owned Subsidiaries; provided, however, that other than with respect to Investments outstanding as of the Closing Date as described on Schedule 6.08(h), (i) such Investments shall not involve the transfer of substantial noncash assets from the Company and its domestic Subsidiaries to its Foreign Subsidiaries other than up to $35,000,000 in book value of foreign patents and foreign trademarks; and (ii) net cash Investments of the Company and its domestic Subsidiaries in Foreign Subsidiaries made pursuant to this Section 6.08(h) at any one time outstanding shall not exceed $125,000,000 in the aggregate. (i) So long as immediately before and after giving effect thereto no Default exists, and provided that the Company complies with Section 10.09, the Company may create a Wholly Owned Subsidiary that constitutes is or becomes immediately following such creation or Investment a holding company for the Company’s European SubsidiariesGuarantor.

Investments and Acquisitions. Neither the Company nor The Borrower will not, and will not permit any of its Subsidiaries shall have outstandingto, acquire, commit itself make or suffer to acquire or hold exist any Investment Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of any Person, except: 6.13.1 Subject to Section 6.24, cash and Cash Equivalent Investments and other Investments that comply with the Borrower’s investment policy as in effect on the Closing Date, a copy of which the Borrower has provided to the Agent. 6.13.2 Existing Investments in Subsidiaries and other Investments in existence on the Closing Date and described in Schedule 6.13 and any renewal or extension of any such Investments that does not increase the amount of the Investment being renewed or extended as determined as of such date of renewal or extension. 6.13.3 Investments in trade receivables or 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. 6.13.4 Investments consisting of intercompany loans permitted under Section 6.14.6. 6.13.5 All Acquisitions meeting the acquisition of any business) following requirements or otherwise approved by the Required Lenders (or become contractually committed to do so) except for the following:each such Acquisition constituting a “Permitted Acquisition”): (ai) Investments of the Company and its Subsidiaries in Wholly Owned Subsidiaries (a) which are domestic Subsidiaries as of the date of this Agreement the consummation of such Acquisition, no Default or (b) which become domestic Wholly Owned Subsidiaries after Unmatured Default shall have occurred and be continuing or would result from such Acquisition, and the Closing Date representation and become Guarantors to the extent required by warranty contained in Section 10.09; provided, however, that the aggregate book value of all assets (other than intercompany obligations) owned by Immaterial Subsidiaries 5.11 shall not exceed $10,000,000. (b) Intercompany loans and advances from any Subsidiary to the Company or any Guarantor that, in the case of loans or advances from Foreign Subsidiaries, are subordinated to the Obligations in accordance with the Foreign Subsidiary Subordination Agreement. (c) Investments in Cash Equivalents. (d) Guarantees permitted by Section 6.06. (e) So long as immediately be true both before and after giving effect thereto no Default exists, and so long as the Company (if the Company is party thereto) or a Guarantor (if the Company is not party thereto) is the surviving entity, the Company and its Subsidiaries may acquire another entity in the same line of business as the Company as described in Section 6.02(a) if: (i) at all times when the Consolidated Leverage Ratio is greater than 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the purchase price for all such acquisitions permitted pursuant to this clause (e)(i) does not exceed, except with the consent of the Required Lenders, $100,000,000 in cash (excluding consideration consisting of Capital Stock, the proceeds of the issuance of Capital Stock or Subordinated Indebtedness) in the aggregate over the term of the AgreementAcquisition; (ii) at such Acquisition is consummated on a non-hostile basis pursuant to a negotiated acquisition agreement approved by the board of directors or other applicable governing body of the seller or entity to be acquired, and no material challenge to such Acquisition (excluding the exercise of appraisal rights) shall be pending or threatened in writing by any shareholder or director of the seller or entity to be acquired; (iii) the business to be acquired in such Acquisition is similar or related to one or more of the lines of business in which the Borrower and the Subsidiaries are engaged on the Closing Date; (iv) as of the date of the consummation of such Acquisition, all times when material governmental and corporate approvals required in connection therewith shall have been obtained; (v) the Consolidated Leverage Ratio is Purchase Price for each such Acquisition together with the Purchase Price of all other Permitted Acquisitions shall not exceed an amount equal to $100,000,000 in any twelve-month period; (vi) with respect to each Permitted Acquisition with respect to which the Purchase Price shall be greater than $30,000,000, not less than or equal fifteen (15) days prior to 2.50 for the most recent period consummation of four consecutive fiscal quarters (calculated on such Permitted Acquisition, the Borrower shall have delivered to the Agent a pro forma basis giving effect consolidated balance sheet, income statement and cash flow statement of the Borrower and the Subsidiaries (the “Acquisition Pro Forma”), based on the Borrower’s most recent financial statements delivered pursuant to Section 6.1.1 and using historical financial statements for the proposed acquisition as if such acquisition had been consummated at acquired entity provided by the beginning seller(s) or which shall be complete and shall fairly present, in all material respects, the financial condition and results of such period) for which financial reports have been (or are required to have been) furnished to operations and cash flows of the Lenders Borrower and its Subsidiaries in accordance with Sections 6.04(a) or 6.04(b)Agreement Accounting Principles, but taking into account such Permitted Acquisition and the Company repayment of any Indebtedness in connection with such Permitted Acquisition, and its Subsidiaries may make unlimited acquisitions; provided, however that in the event a transaction permitted pursuant to this clause (e)(ii) wouldsuch Acquisition Pro Forma shall reflect that, on a pro forma basis after basis, the Borrower would have been in compliance with the financial covenants set forth in Sections 6.20, 6.21 and 6.22 for the four fiscal quarter period reflected in the compliance certificate most recently delivered to the Agent pursuant to Section 6.1.3 prior to the consummation of such Permitted Acquisition (giving effect theretoto such Permitted Acquisition as if made on the first day of such period); and (vii) prior to (or, cause the Consolidated Leverage Ratio to exceed 2.50, the portion of the cash purchase price with respect to clause (A) below, concurrently with) the consummation of each such transaction attributed Permitted Acquisition, the Borrower shall deliver to causing the Consolidated Leverage Ratio Agent a documentation, information and certification package in form and substance acceptable to be greater than 2.50 shall only be permitted to be paid the Agent, including, without limitation; (A) to the extent required under Section 6.23, a supplement to the Company has sufficient availability Guaranty if the Permitted Acquisition is an Acquisition of equities and the target company will not be merged with the Borrower; (B) the financial statements of the target entity together with any pro forma financial statements, projections, forecasts and budgets prepared by the Borrower in connection therewith; (C) a copy of the $100,000,000 basket set forth in clause acquisition agreement for such Acquisition, together with drafts of the material schedules thereto; (e)(iD) to take into account such excess amount; provideda copy of all documents, further, that instruments and agreements with respect to any acquisition Indebtedness to be incurred or assumed in connection with such Acquisition; and (E) such other documents or information as shall be reasonably requested by the Agent or any Lender. 6.13.6 Investments constituting promissory notes and other non-cash consideration received in connection with any transfer of assets permitted pursuant under Section 6.12.7. 6.13.7 Customer advances in the ordinary course of business. 6.13.8 Extensions of customer or trade credit in the ordinary course of business consistent with the Borrower’s and the Subsidiaries’ past practices. 6.13.9 Investments constituting Rate Management Transactions permitted under Section 6.17. 6.13.10 Subject to this Section 6.08(e)(ii6.24, the creation or formation of new Subsidiaries (as opposed to the Acquisition of new Subsidiaries), (i) the so long as all applicable requirements under Section 6.23 shall have been, or concurrently therewith are, satisfied. 6.13.11 Investments constituting expenditures for any purchase or other acquisition must of any asset which would be approved by the target entity’s board of directors, (ii) the Company must be in compliance with the Computation Covenants immediately after giving effect to such acquisition, (iii) the acquired entity must not have any environmental liabilities which, after giving effect to such acquisition, would reasonably be expected to result in classified as a Material Adverse Effect and (iv) any Subsidiary acquired under this Section 6.08(e) (other than (a) fixed or capital asset on a Foreign Subsidiary or (b) any Immaterial Subsidiary if the aggregate book value consolidated balance sheet of the assets (other than intercompany obligations) of all Immaterial Subsidiaries acquired under this Section 6.08(e) since the Closing Date does not exceed $10,000,000) shall guarantee the Obligations, as contemplated by Section 10.09. (f) So long as immediately before and after giving effect thereto no Default exists, the Company Borrower and its Subsidiaries may make (i) Investments prepared in Unrestricted Affiliates engaged in businesses contemplated by Section 6.02(a) and (ii) Investments consisting of contributions of Property accordance with Agreement Accounting Principles to Unrestricted Affiliates, in an aggregate amount for all such Investments the extent otherwise permitted pursuant to under this clause (f) (calculated at net book value at the time of such Investment), when taken together with the aggregate amount of all Dispositions permitted pursuant to Section 6.10(e), not to exceed $100,000,000Agreement. (g) Loans or advances to employees of the Company in an amount not to exceed (i) $1,000,000 in the aggregate outstanding at any time for the purchase of capital stock of the Company and (ii) $5,000,000 in the aggregate outstanding at any time for all other purposes. (h) So long as immediately before and after giving effect thereto no Default exists, Investments of the Company and its Subsidiaries in foreign Wholly Owned Subsidiaries; provided, however, that other than with respect to Investments outstanding as of the Closing Date as described on Schedule 6.08(h), (i) such Investments shall not involve the transfer of substantial noncash assets from the Company and its domestic Subsidiaries to its Foreign Subsidiaries other than up to $35,000,000 in book value of foreign patents and foreign trademarks; and (ii) net cash Investments of the Company and its domestic Subsidiaries in Foreign Subsidiaries made pursuant to this Section 6.08(h) at any one time outstanding shall not exceed $125,000,000 in the aggregate. (i) So long as immediately before and after giving effect thereto no Default exists, and provided that the Company complies with Section 10.09, the Company may create a Wholly Owned Subsidiary that constitutes a holding company for the Company’s European Subsidiaries.

Investments and Acquisitions. Neither the Company The Borrower will not, nor will it permit any of its Subsidiaries shall have outstandingSubsidiary to, acquire, commit itself make or suffer to acquire or hold exist any Investment Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Investment consisting of the acquisition Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of any business) (or become contractually committed to do so) except for the followingPerson, except: (a) (i) Cash Equivalent Investments, (ii) any Permitted Indebtedness Hedge, and (iii) other Investments of described in Schedule 7.4(a); (b) Existing Investments in Subsidiaries and other Investments in existence on the Company Closing Date and its Subsidiaries described in Wholly Owned Subsidiaries Schedule 7.4(b); (ac) which are domestic Subsidiaries Acquisitions meeting the following requirements or otherwise approved by the Required Lenders (each such Acquisition constituting a “Permitted Acquisition”): (i) as of the date of the consummation of such Permitted Acquisition, no Default or Event of Default shall have occurred and be continuing or would result from such Permitted Acquisition, and the representation and warranty contained in Section 4.9 shall be true both before and after giving effect to such Permitted Acquisition; (ii) such Permitted Acquisition is consummated pursuant to a negotiated acquisition agreement approved by the board of directors or other applicable governing body of the seller or entity to be acquired, and no material challenge to such Permitted Acquisition (excluding the exercise of appraisal rights) shall be pending or threatened by any shareholder or director of the seller or entity to be acquired; (iii) the business to be acquired in such Permitted Acquisition is similar or related to one or more of the lines of business in which the Borrower and its Subsidiaries are engaged on the Closing Date; (iv) as of the date of the consummation of such Permitted Acquisition, all material governmental and corporate approvals required in connection therewith shall have been obtained; (v) the aggregate Purchase Price for all such Permitted Acquisitions during the term of this Agreement or shall not exceed $100,000,000; provided that the Purchase Price for any single Permitted Acquisition during the term of this Agreement shall not exceed $50,000,000; (bvi) which become domestic Wholly Owned prior to the consummation of such Permitted Acquisition, the Borrower shall have delivered to the Administrative Agent a pro forma consolidated balance sheet, income statement and cash flow statement of the Borrower and its Subsidiaries after (the Closing Date and become Guarantors “Acquisition Pro Forma”), based on the Borrower’s most recent financial statements delivered pursuant to Section 5.1(a) (using, to the extent required available, historical financial statements for such entity provided by the seller(s)) which shall be complete and shall fairly present, in all material respects, the financial condition and results of operations and cash flows of the Borrower and its Subsidiaries in accordance with Agreement Accounting Principles, but taking into account such Permitted Acquisition and the funding of all Credit Extensions in connection therewith, and such Acquisition Pro Forma shall reflect that, on a pro forma basis, the Borrower would have been in compliance with the financial covenants set forth in ARTICLE VI for the period of four fiscal quarters reflected in the compliance certificate most recently delivered to the Administrative Agent pursuant to Section 10.095.1(c) prior to the consummation of such Permitted Acquisition (giving effect to such Permitted Acquisition and all Credit Extensions funded in connection therewith as if made on the first day of such period); provided, however, that no such compliance with Section 6.1 or Section 6.2 is required to be demonstrated in such Acquisition Pro Forma for an Acquisition which is either (x) solely a purchase of assets or (y) an acquisition of an entity or a going business for which no financial statements are available; and (vii) prior to each such Permitted Acquisition, the aggregate book value Borrower shall deliver to the Administrative Agent a documentation, information and certification package in form reasonably acceptable to the Administrative Agent and demonstrating conformity with the applicable Acquisition Pro Forma and sufficient to describe the assets and Persons being acquired, including, without limitation: (A) a near-final version (with no further material amendments to be made thereto) of the acquisition agreement for such Permitted Acquisition together with drafts of the material schedules thereto; (B) a near-final version (with no further material amendments to be made thereto) of all assets (other than intercompany obligations) owned by Immaterial Subsidiaries shall not exceed $10,000,000.documents, instruments and agreements with respect to any Indebtedness to be incurred or assumed in connection with such Permitted Acquisition; and (bC) Intercompany loans such other documents or information as shall be reasonably requested by the Administrative Agent in connection with such Permitted Acquisition; (d) A Permitted Restructuring; (e) Creation of, or investment in, a Subsidiary and advances from any Subsidiary to in respect of which the Company or any Guarantor that, Borrower has otherwise complied with Section 5.10 and Section 5.11; provided that in the case of loans or advances from Foreign Subsidiariesany investments in any member of the Propel Group, are subordinated such investment shall be permitted only to the Obligations in accordance with the Foreign Subsidiary Subordination Agreement. (c) Investments in Cash Equivalents. (d) Guarantees permitted by Section 6.06. (e) So long as immediately before and extent that after giving effect thereto to such investment, no Default exists, shall exist and so long as continue and that the Company (if the Company is party thereto) or a Guarantor (if the Company is not party thereto) is the surviving entity, the Company Borrower shall be in compliance with Section 6.1 and its Subsidiaries may acquire another entity in the same line of business as the Company as described in Section 6.02(a) if: (i) at all times when the Consolidated Leverage Ratio is greater than 2.50 for the most recent period of four consecutive fiscal quarters (calculated 6.3 on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning investment occurred on the first day of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the purchase price for all such acquisitions permitted applicable period being tested pursuant to this clause (e)(i) does not exceed, except with the consent of the Required Lenders, $100,000,000 in cash (excluding consideration consisting of Capital Stock, the proceeds of the issuance of Capital Stock or Subordinated Indebtedness) in the aggregate over the term of the Agreementsuch Sections; (iif) at all times when the Consolidated Leverage Ratio is less than Investments constituting Indebtedness permitted by Section 7.1(e); (g) Investments by a Loan Party in another Loan Party; (h) Creation of, or equal to 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition investment in, one or more JV Entities so long as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the Company and its Subsidiaries may make unlimited acquisitions; provided, however that in the event a transaction permitted pursuant to this clause (e)(ii) would, on a pro forma basis after giving effect thereto, cause the Consolidated Leverage Ratio to exceed 2.50, the portion of the cash purchase price with respect to such transaction attributed to causing the Consolidated Leverage Ratio to be greater than 2.50 shall only be permitted to be paid to the extent the Company has sufficient availability in the $100,000,000 basket set forth in clause (e)(i) to take into account such excess amount; provided, further, that with respect to any acquisition permitted pursuant to this Section 6.08(e)(ii), (i) the acquisition must be approved by the target entity’s board of directors, (ii) the Company must be in compliance with the Computation Covenants immediately after giving effect to such acquisition, (iii) the acquired entity must not have any environmental liabilities which, after giving effect to such acquisition, would reasonably be expected to result in a Material Adverse Effect and (iv) any Subsidiary acquired under this Section 6.08(e) (other than (a) a Foreign Subsidiary or (b) any Immaterial Subsidiary if the aggregate book value of the assets (other than intercompany obligations) of all Immaterial Subsidiaries acquired under this Section 6.08(e) since the Closing Date amount invested in such JV Entities does not exceed $10,000,000) shall guarantee the Obligations, as contemplated by Section 10.09. (f) So long as immediately before and after giving effect thereto no Default exists, the Company and its Subsidiaries may make (i) Investments in Unrestricted Affiliates engaged in businesses contemplated by Section 6.02(a) and (ii) Investments consisting of contributions of Property to Unrestricted Affiliates, in an aggregate amount for all such Investments permitted pursuant to this clause (f) (calculated at net book value at the time of such Investment), when taken together with the aggregate amount of all Dispositions permitted pursuant to Section 6.10(e), not to exceed $100,000,000. (g) Loans or advances to employees of the Company in an amount not to exceed (i) $1,000,000 in the aggregate outstanding at any time for the purchase of capital stock of the Company and (ii) $5,000,000 in the aggregate outstanding at any time for all other purposes. (h) So long as immediately before and after giving effect thereto no Default exists, Investments of the Company and its Subsidiaries in foreign Wholly Owned Subsidiaries20,000,000; provided, however, that other than with respect to Investments outstanding as of the Closing Date as described on Schedule 6.08(h), (i) such Investments shall not involve the transfer of substantial noncash assets from the Company and its domestic Subsidiaries to its Foreign Subsidiaries other than up to $35,000,000 in book value of foreign patents and foreign trademarks; and (ii) net cash Investments of the Company and its domestic Subsidiaries in Foreign Subsidiaries made pursuant to this Section 6.08(h) at any one time outstanding shall not exceed $125,000,000 in the aggregate. (i) So long as immediately before and after giving effect thereto no Default exists, and provided that the Company complies with Section 10.09, the Company may create a Wholly Owned Subsidiary that constitutes a holding company for the Company’s European Subsidiaries.and

Investments and Acquisitions. Neither USI and the Company Borrower will not, nor will they permit any Subsidiary to, make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of its Subsidiaries shall have outstandingany Person, acquire, commit itself to acquire or hold except: 6.13.1 Cash and Cash Equivalent Investments (provided that any Investment (including which when made complies with the requirements of the definition of the term “Cash Equivalent Investment” may continue to be held notwithstanding that such Investment if made thereafter would not comply with such requirements). 6.13.2 Existing Investments in Subsidiaries and other Investments in existence on the Restatement Effective Date and described in Schedule 6.13 and any renewal or extension of any such Investments that does not increase the amount of the Investment being renewed or extended as determined as of such date of renewal or extension. 6.13.3 Investments in trade receivables or 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. 6.13.4 Investments consisting of intercompany loans permitted under Section 6.14.6. 6.13.5 Acquisitions meeting the acquisition of any business) following requirements or otherwise approved by the Required Lenders (or become contractually committed to do so) except for the following:each such Acquisition constituting a “Permitted Acquisition”): (ai) Investments of the Company and its Subsidiaries in Wholly Owned Subsidiaries (a) which are domestic Subsidiaries as of the date of this Agreement the consummation of such Acquisition, no Default or Unmatured Default shall have occurred and be continuing or would result from such Acquisition (bincluding after giving effect thereto), and the representation and warranty contained in Section 5.11 shall be true both before and after giving effect to such Acquisition; (ii) such Acquisition is consummated on a non-hostile basis and consummated pursuant to a negotiated acquisition agreement approved by the board of directors or other applicable governing body of the seller or entity to be acquired; (iii) the business to be acquired in such Acquisition is similar or reasonably related to one or more of the lines of business in which become domestic Wholly Owned USI, the Borrower and the Subsidiaries after are engaged on the Closing Date Restatement Effective Date; (iv) as of the date of the consummation of such Acquisition, all material governmental and become Guarantors corporate approvals required in connection therewith shall have been obtained; (v) with respect to each Permitted Acquisition with respect to which the Purchase Price shall be greater than $100,000,000, not less than five (5) days prior to the extent required consummation of such Permitted Acquisition, the Borrower shall have delivered to the Agent consolidated balance sheet, income statement and cash flow statement of USI and the Subsidiaries, on a pro forma basis based on USI’s most recent financial statements delivered pursuant to Section 6.1 (or, prior to the delivery of the first such financial statements delivered hereunder, as of March 31, 2013) and giving effect to such Permitted Acquisition (including any incurrence of Indebtedness in connection therewith) and any other Permitted Acquisition (including any incurrence of Indebtedness in connection therewith) and Material Disposition (including any reduction of Indebtedness in connection therewith) since the date of such financial statements, as if such Permitted Acquisition and any such other Permitted Acquisition and Material Disposition (and any incurrence or reduction of Indebtedness in connection with any of the foregoing) had occurred as of the first day of the four quarter period set forth in such financial statements (the “Acquisition Pro Forma”), which shall demonstrate that USI would have been in compliance with the financial covenants set forth in Sections 6.20 and 6.21 for the four fiscal quarter period reflected in the compliance certificate most recently delivered to the Agent pursuant to Section 6.1.3 (or, prior to the delivery of the first such compliance certificate delivered hereunder, as of March 31, 2013) prior to the consummation of such Permitted Acquisition; and (vi) prior to, or with respect to clauses (A) and (B) below, within forty five (45) days after, the consummation of, each such Permitted Acquisition, the Borrower shall deliver to the Agent a documentation, information and certification package in form and substance reasonably acceptable to the Agent, including, without limitation; (A) in the case of an Acquisition by or of a Domestic Subsidiary, the Collateral Documents necessary for the perfection of a first priority security interest (subject to Liens permitted under Section 10.09; provided6.15, however, provided that nothing herein shall be deemed to constitute an agreement to subordinate any of the aggregate book value Liens of all assets the Agent under the Loan Documents to any Liens otherwise permitted under Section 6.15 (other than intercompany obligationsPermitted Priority Liens)) owned by Immaterial Subsidiaries shall not exceed $10,000,000. (b) Intercompany loans in all of the assets to be acquired or the equity interests and advances from any Subsidiary assets of the entity to the Company or any Guarantor thatbe acquired, or, in the case of loans or advances from the Acquisition of a Material Foreign SubsidiariesSubsidiary, are subordinated all of the applicable Collateral Documents required by Section 6.23, together with opinions of counsel, if requested by the Agent, in each case in form and substance reasonably acceptable to the Obligations Agent; (B) a supplement to the Guaranty if the Permitted Acquisition is an Acquisition of equities and the target company would qualify as a Domestic Subsidiary after the Acquisition but will not be merged with the Borrower or any existing Domestic Subsidiary; (C) with respect to each Permitted Acquisition the Purchase Price of which shall be greater than $100,000,000, the financial statements of the target entity, if any, delivered by the seller(s) to the purchaser; (D) with respect to each Permitted Acquisition the Purchase Price of which shall be greater than $100,000,000, a copy of the acquisition agreement for such Acquisition, together with drafts of the material schedules thereto; (E) a copy of all documents, instruments and agreements with respect to any Indebtedness having an aggregate principal amount in excess of $20,000,000 (calculated by giving effect to any commitments as if fully funded) to be incurred or assumed in connection with such Acquisition; and (F) such other documents or information as shall be reasonably requested by the Agent or any Lender. 6.13.6 Investments constituting promissory notes and other non-cash consideration received in connection with any transfer of assets permitted under Section 6.12.10. 6.13.7 Investments (x) constituting customer advances or (y) arising as a result of any required payment under any Permitted Customer Financing Guaranty, in an aggregate amount of clauses (x) and (y) not to exceed $120,000,000 at any time outstanding. 6.13.8 [Reserved]. 6.13.9 Extensions of trade credit in the ordinary course of business. 6.13.10 Investments constituting Rate Management Transactions permitted under Section 6.17. 6.13.11 Investments pursuant to Customer Contracts arising in the ordinary course of business. 6.13.12 Subject to Section 6.24, the creation or formation of new Subsidiaries (as opposed to the Acquisition of new Subsidiaries), so long as all applicable requirements under Section 6.23 shall have been, or concurrently therewith are, satisfied. 6.13.13 Investments constituting expenditures for any purchase or other acquisition of any asset which would be classified as a fixed or capital asset on a consolidated balance sheet of USI and its Subsidiaries prepared in accordance with GAAP to the Foreign Subsidiary Subordination extent otherwise permitted under this Agreement. 6.13.14 Investments by (ci) Investments in Cash Equivalents. (d) Guarantees permitted by Section 6.06. (e) So long as immediately before and after giving effect thereto no Default exists, and so long as the Company (if the Company is party thereto) or a Guarantor (if the Company is not party thereto) is the surviving entity, the Company USI and its Subsidiaries may acquire another entity in any Loan Party, (ii) any Subsidiary which is not a Guarantor and is not required to be a Guarantor in any other Subsidiary which is not a Guarantor and is not required to be a Guarantor and (iii) subject to Section 6.24, any Loan Party in any Foreign Subsidiary. 6.13.15 Deposits made in the same line ordinary course of business as the Company as described and referred to in Sections 6.15.4, 6.15.6 and 6.15.7. 6.13.16 Investments in connection with any Receivables Purchase Facility permitted under this Agreement. 6.13.17 Investments not otherwise permitted under this Section 6.02(a6.13 (other than Hostile Acquisitions) if: (i) at all times made when the Consolidated Leverage Ratio is greater than 2.50 for the most recent period of four consecutive fiscal quarters (Ratio, calculated on a pro forma basis based on USI’s most recent financial statements delivered pursuant to Section 6.1 (or, prior to the delivery of the first such financial statements, as of March 31, 2013) and after giving effect to such Investment and any Indebtedness incurred in connection therewith and any Permitted Acquisition (including any incurrence of Indebtedness in connection therewith) and Material Disposition (including any reduction of Indebtedness in connection therewith) since the proposed acquisition date of such financial statements, as if such acquisition Investment and any such Permitted Acquisition and Material Disposition (and any incurrence or reduction of Indebtedness in connection with any of the foregoing) had been consummated at occurred as of the beginning first day of the four quarter period set forth in such period) for which financial reports have been (or are required statements, is less than 2.50 to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b)1.00; provided, the purchase price for all such acquisitions permitted that Investments made pursuant to this clause Section 6.13.17 by any Foreign Subsidiary in any Person that is not a Foreign Subsidiary shall not exceed $75,000,000. 6.13.18 Investments not otherwise permitted under this Section 6.13 (e)(iother than Hostile Acquisitions) does not exceed, except with the consent of the Required Lenders, $100,000,000 in cash (excluding consideration consisting of Capital Stock, the proceeds of the issuance of Capital Stock or Subordinated Indebtedness) in the aggregate over the term of the Agreement; (ii) at all times made when the Consolidated Leverage Ratio is less than or equal to 2.50 for the most recent period of four consecutive fiscal quarters (Ratio, calculated on a pro forma basis based on USI’s most recent financial statements delivered pursuant to Section 6.1 (or, prior to the delivery of the first such financial statements, as of March 31, 2013) and after giving effect to such Investment and any Indebtedness incurred in connection therewith and any Permitted Acquisition (including any incurrence of Indebtedness in connection therewith) and Material Disposition (including any reduction of Indebtedness in connection therewith) since the proposed acquisition date of such financial statements, as if such acquisition Investment and any such Permitted Acquisition and Material Disposition (and any incurrence or reduction of Indebtedness in connection with any of the foregoing) had been consummated at occurred as of the beginning first day of the four quarter period set forth in such period) for which financial reports have been statements, is greater than or equal to 2.50 to 1.00, in an aggregate amount not to exceed $75,000,000 (or are required to have been) furnished to disregarding any Investment made when the Lenders in accordance with Sections 6.04(a) or 6.04(b)Leverage Ratio, the Company and its Subsidiaries may make unlimited acquisitions; provided, however that in the event a transaction permitted pursuant to this clause (e)(ii) would, calculated on a pro forma basis after giving effect theretobased on USI’s most recent financial statements delivered pursuant to Section 6.1 (or, cause prior to the Consolidated Leverage Ratio to exceed 2.50, the portion delivery of the cash purchase price with respect to first such transaction attributed to causing the Consolidated Leverage Ratio to be greater than 2.50 shall only be permitted to be paid to the extent the Company has sufficient availability in the $100,000,000 basket set forth in clause (e)(ifinancial statements, as of March 31, 2013) to take into account such excess amount; provided, further, that with respect to any acquisition permitted pursuant to this Section 6.08(e)(ii), (i) the acquisition must be approved by the target entity’s board of directors, (ii) the Company must be in compliance with the Computation Covenants immediately and after giving effect to such acquisition, Investment and the incurrence of any Indebtedness in connection therewith and any Permitted Acquisition (iiiincluding any incurrence of Indebtedness in connection therewith) the acquired entity must not have and Material Disposition (including any environmental liabilities which, after giving effect to such acquisition, would reasonably be expected to result reduction of Indebtedness in a Material Adverse Effect and (iv) any Subsidiary acquired under this Section 6.08(e) (other than (a) a Foreign Subsidiary or (b) any Immaterial Subsidiary if the aggregate book value of the assets (other than intercompany obligations) of all Immaterial Subsidiaries acquired under this Section 6.08(econnection therewith) since the Closing Date does not exceed $10,000,000) shall guarantee the Obligationsdate of such financial statements, as contemplated by Section 10.09. if such Investment and any such Permitted Acquisition and Material Disposition (f) So long as immediately before and after giving effect thereto no Default exists, the Company and its Subsidiaries may make (i) Investments any incurrence or reduction of Indebtedness in Unrestricted Affiliates engaged in businesses contemplated by Section 6.02(a) and (ii) Investments consisting of contributions of Property to Unrestricted Affiliates, in an aggregate amount for all such Investments permitted pursuant to this clause (f) (calculated at net book value at the time of such Investment), when taken together connection with the aggregate amount of all Dispositions permitted pursuant to Section 6.10(e), not to exceed $100,000,000. (g) Loans or advances to employees any of the Company in an amount not to exceed (iforegoing) $1,000,000 in the aggregate outstanding at any time for the purchase of capital stock of the Company and (ii) $5,000,000 in the aggregate outstanding at any time for all other purposes. (h) So long as immediately before and after giving effect thereto no Default exists, Investments of the Company and its Subsidiaries in foreign Wholly Owned Subsidiaries; provided, however, that other than with respect to Investments outstanding had occurred as of the Closing Date as described on Schedule 6.08(h), (i) such Investments shall not involve the transfer of substantial noncash assets from the Company and its domestic Subsidiaries to its Foreign Subsidiaries other than up to $35,000,000 in book value of foreign patents and foreign trademarks; and (ii) net cash Investments first day of the Company and its domestic Subsidiaries four quarter period set forth in Foreign Subsidiaries made pursuant such financial statements, was less than 2.50 to this Section 6.08(h) at any one time outstanding shall not exceed $125,000,000 in the aggregate1.00). (i) So long as immediately before and after giving effect thereto no Default exists, and provided that the Company complies with Section 10.09, the Company may create a Wholly Owned Subsidiary that constitutes a holding company for the Company’s European Subsidiaries.

Investments and Acquisitions. Neither the Company The Borrower will not, nor will it permit any of its Subsidiaries shall have outstandingSubsidiary to, acquire, commit itself make or suffer to acquire or hold exist any Investment Investments (including loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Investment consisting of the acquisition Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of any business) (or become contractually committed to do so) except for the followingPerson, except: (a) Investments of the Company and its Subsidiaries in Wholly Owned Subsidiaries (a) which are domestic Subsidiaries as of the date of this Agreement or (b) which become domestic Wholly Owned Subsidiaries after the Closing Date and become Guarantors to the extent required by Section 10.09; provided, however, that the aggregate book value of all assets (other than intercompany obligations) owned by Immaterial Subsidiaries shall not exceed $10,000,000.Cash Equivalent Investments; (b) Intercompany loans existing Investments in Subsidiaries and advances from any Subsidiary to other Investments in existence on the Company or any Guarantor that, date hereof and described in the case of loans or advances from Foreign Subsidiaries, are subordinated to the Obligations in accordance with the Foreign Subsidiary Subordination Agreement.Schedule 7.05; (c) Investments ownership of stock, obligations or securities received in Cash Equivalents.settlement of debts (created in the ordinary course of business) owing to the Borrower or any Subsidiary; (d) Guarantees permitted by Section 6.06.endorsement of negotiable instruments for collection in the ordinary course of business; (e) So loans and advances to (i) non-executive employees in the ordinary course of business for travel, relocation and similar purposes and (ii) executive employees in the ordinary course of business for travel; (f) Investments in Domestic Joint Ventures and Acquisitions so long as immediately before as, in either case, such Domestic Joint Venture or the target of such Acquisition is in a business reasonably related or complimentary to that of the Borrower and its Subsidiaries; provided that (i) no Default exists or would exist after giving effect thereto no Default exists, and so long as the Company (if the Company is party thereto) or a Guarantor (if the Company is not party thereto) is the surviving entity, the Company and its Subsidiaries may acquire another entity in the same line of business as the Company as described in Section 6.02(a) if: (i) at all times when the Consolidated Leverage Ratio is greater than 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the purchase price for all such acquisitions permitted pursuant to this clause (e)(i) does not exceed, except with the consent of the Required Lenders, $100,000,000 in cash (excluding consideration consisting of Capital Stock, the proceeds of the issuance of Capital Stock or Subordinated Indebtedness) in the aggregate over the term of the Agreement; (ii) at all times when the Consolidated Leverage Ratio is less than or equal to 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the Company and its Subsidiaries may make unlimited acquisitions; provided, however that in the event a transaction permitted pursuant to this clause (e)(ii) would, on a pro forma basis after giving effect thereto, cause the Consolidated Leverage Ratio to exceed 2.50, the portion of the cash purchase price with respect to such transaction attributed to causing the Consolidated Leverage Ratio to be greater than 2.50 shall only be permitted to be paid to the extent the Company has sufficient availability in the $100,000,000 basket set forth in clause (e)(i) to take into account such excess amount; provided, further, that with respect to any acquisition permitted pursuant to this Section 6.08(e)(ii), (i) the acquisition must be approved by the target entity’s board of directors, Investment or Acquisition and (ii) the Company must Board of Directors or other governing body of such Domestic Joint Venture or such target whose Property, or voting Equity Interests or other Equity Interests in which, are being so acquired has approved the terms of such acquisition; and provided further that, notwithstanding the foregoing, no Acquisition of any Person that is organized under the laws of a jurisdiction other than the United States, a State thereof or the District of Columbia shall be permitted under this clause (f) unless such Person will be a Borrower-Controlled Foreign Subsidiary following such Acquisition; (g) Investments in Domestic Subsidiaries provided that following the making of such Investment the Borrower would continue to be in compliance with the Computation Covenants immediately after giving effect to Guarantor Requirement set forth in Section 6.10 as if measured on the date of such acquisition, (iii) the acquired entity must not have any environmental liabilities which, after giving effect to such acquisition, would reasonably be expected to result in a Material Adverse Effect and (iv) any Subsidiary acquired under this Section 6.08(e) (other than (a) a Foreign Subsidiary or (b) any Immaterial Subsidiary if the aggregate book value of the assets (other than intercompany obligations) of all Immaterial Subsidiaries acquired under this Section 6.08(e) since the Closing Date does not exceed $10,000,000) shall guarantee the Obligations, as contemplated by Section 10.09. (f) So long as immediately before Investment and after giving effect thereto no Default exists, the Company and its Subsidiaries may make (i) Investments in Unrestricted Affiliates engaged in businesses contemplated by Section 6.02(a) and (ii) Investments consisting of contributions of Property to Unrestricted Affiliates, in an aggregate amount for all such Investments permitted pursuant to this clause (f) (calculated at net book value at the time of such Investment), when taken together with the aggregate amount of all Dispositions permitted pursuant to Section 6.10(e), not to exceed $100,000,000. (g) Loans or advances to employees of the Company in an amount not to exceed (i) $1,000,000 in the aggregate outstanding at any time for the purchase of capital stock of the Company and (ii) $5,000,000 in the aggregate outstanding at any time for all other purposes. (h) So long as immediately before and after giving effect thereto no Default exists, Investments of the Company and its Subsidiaries in foreign Wholly Owned Subsidiaries; provided, however, that other than with respect to Investments outstanding as of the Closing Date as described on Schedule 6.08(h), (i) such Investments shall not involve the transfer of substantial noncash assets from the Company and its domestic Subsidiaries to its Foreign Subsidiaries other than up to $35,000,000 in book value of foreign patents and foreign trademarks; and (ii) net cash Investments of the Company and its domestic Subsidiaries in Foreign Subsidiaries made pursuant to this Section 6.08(h) at any one time outstanding shall not exceed $125,000,000 in the aggregate. (i) So long as immediately before and after giving effect thereto no Default exists, and provided that the Company complies with Section 10.09, the Company may create a Wholly Owned Subsidiary that constitutes a holding company for the Company’s European Subsidiaries.thereto;

Investments and Acquisitions. Neither the Company The Borrower will not, nor will it permit any of its Subsidiaries shall have outstandingSubsidiary to, acquiremake or suffer to exist any Investments, commit itself or commitments therefor or to acquire become a partner or hold member in any Investment (including partnership, limited liability company or joint venture, or to make any Investment consisting of the acquisition of any business) (or become contractually committed to do so) except for the followingAcquisition, except: (a) Short-term obligations of, or fully guaranteed by, the United States of America. (b) Commercial paper rated A-1 or better by Standard and Poor's Ratings Group, a division of McGraw Hill, Inc. or P-1 or better by Xxxxx'x Investors Service, Inc. (c) Demand deposit accounts maintained in the ordinary course of business. (d) Certificates of deposit issued by and time deposits with commercial banks (whether domestic or foreign) having capital and surplus in excess of $100,000,000. (e) Existing Investments in existence on the date hereof and described in Schedule "1" hereto and additional investments in Kosmos Cement Company. (f) Investments in Subsidiaries or Persons that concurrently with such Investment become a Subsidiary, provided that (i) the aggregate transfer of value to a Subsidiary or a Person that concurrently becomes a Subsidiary in connection with any such Investments under this clause (f) shall in no event exceed 10% of Consolidated Assets, and (ii) if such Investment results in such Subsidiary or Person becoming a Significant Subsidiary, then the Company Borrower shall cause such Subsidiary or Person to become a guarantor of Borrower's Obligations under this Agreement by the execution and delivery of a guaranty in substantially the form of Guaranty, as acceptable to the Agent. (g) Any Acquisition to the extent that such Acquisition involves only one or more businesses in which the Borrower and its Subsidiaries in Wholly Owned Subsidiaries (a) which are domestic Subsidiaries as of engaged on the date of this Agreement as described in the reports and proxy statements filed by Borrower with the Securities and Exchange Commission since December 31, 1995, or (b) which substantially similar businesses, provided that if as a result of such Acquisition, the acquired Person or acquisition entity becomes a Significant Subsidiary, then such Person or entity shall become domestic Wholly Owned Subsidiaries after a guarantor of Borrower's Obligations under this Agreement by the Closing Date execution and become Guarantors delivery of a guaranty in substantially the form of Guaranty, as acceptable to the extent required by Section 10.09; provided, however, that the aggregate book value of all assets (other than intercompany obligations) owned by Immaterial Subsidiaries shall not exceed $10,000,000Agent. (b) Intercompany loans and advances from any Subsidiary to the Company or any Guarantor that, in the case of loans or advances from Foreign Subsidiaries, are subordinated to the Obligations in accordance with the Foreign Subsidiary Subordination Agreement. (ch) Investments in Cash Equivalents. repurchase agreements not exceeding ninety (90) days in duration collateralized by obligations of the United States of America or any agency or instrumentality thereof, entered into with a commercial bank meeting the requirements of clause (d) Guarantees permitted above, provided that such repurchase agreements are secured by Section 6.06a perfected transfer of and security interest in such obligations. (e) So long as immediately before and after giving effect thereto no Default exists, and so long as the Company (if the Company is party thereto) or a Guarantor (if the Company is not party thereto) is the surviving entity, the Company and its Subsidiaries may acquire another entity in the same line of business as the Company as described in Section 6.02(a) if: (i) at all times when the Consolidated Leverage Ratio is greater than 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the purchase price for all such acquisitions permitted pursuant to this clause (e)(i) does not exceed, except with the consent of the Required Lenders, $100,000,000 in cash (excluding consideration consisting of Capital Stock, the proceeds of the issuance of Capital Stock or Subordinated Indebtedness) in the aggregate over the term of the Agreement; (ii) at all times when the Consolidated Leverage Ratio is less than or equal to 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the Company and its Subsidiaries may make unlimited acquisitions; provided, however that in the event a transaction permitted pursuant to this clause (e)(ii) would, on a pro forma basis after giving effect thereto, cause the Consolidated Leverage Ratio to exceed 2.50, the portion of the cash purchase price with respect to such transaction attributed to causing the Consolidated Leverage Ratio to be greater than 2.50 shall only be permitted to be paid to the extent the Company has sufficient availability in the $100,000,000 basket set forth in clause (e)(i) to take into account such excess amount; provided, further, that with respect to any acquisition permitted pursuant to this Section 6.08(e)(ii), (i) the acquisition must be approved by the target entity’s board of directors, (ii) the Company must be in compliance with the Computation Covenants immediately after giving effect to such acquisition, (iii) the acquired entity must not have any environmental liabilities which, after giving effect to such acquisition, would reasonably be expected to result in a Material Adverse Effect and (iv) any Subsidiary acquired under this Section 6.08(e) (other than (a) a Foreign Subsidiary or (b) any Immaterial Subsidiary if the aggregate book value of the assets (other than intercompany obligations) of all Immaterial Subsidiaries acquired under this Section 6.08(e) since the Closing Date does not exceed $10,000,000) shall guarantee the Obligations, as contemplated by Section 10.09. (f) So long as immediately before and after giving effect thereto no Default exists, the Company and its Subsidiaries may make (i) Investments in Unrestricted Affiliates engaged in businesses contemplated by Section 6.02(a) and (ii) Investments consisting tax-exempt obligations of contributions any state of Property to Unrestricted Affiliatesthe United States, or any municipality of any such state, in each case rated "AA" or better by Standard & Poors Ratings Service, a division of The McGraw Hill Companies, Inc., "Aa2" or better by Xxxxx'x Investors Service, Inc. or an aggregate amount for all equivalent rating by any other credit rating agency of recognized national standing, provided that such Investments permitted pursuant to this clause obligations mature within three hundred and sixty five (f365) (calculated at net book value at the time of such Investment), when taken together with the aggregate amount of all Dispositions permitted pursuant to Section 6.10(e), not to exceed $100,000,000. (g) Loans or advances to employees of the Company in an amount not to exceed (i) $1,000,000 in the aggregate outstanding at any time for the purchase of capital stock of the Company and (ii) $5,000,000 in the aggregate outstanding at any time for all other purposes. (h) So long as immediately before and after giving effect thereto no Default exists, Investments of the Company and its Subsidiaries in foreign Wholly Owned Subsidiaries; provided, however, that other than with respect to Investments outstanding as of the Closing Date as described on Schedule 6.08(h), (i) such Investments shall not involve the transfer of substantial noncash assets days from the Company and its domestic Subsidiaries to its Foreign Subsidiaries other than up to $35,000,000 in book value date of foreign patents and foreign trademarks; and (ii) net cash Investments of the Company and its domestic Subsidiaries in Foreign Subsidiaries made pursuant to this Section 6.08(h) at any one time outstanding shall not exceed $125,000,000 in the aggregateacquisition thereof. (i) So long as immediately before and after giving effect thereto no Default exists, and provided that the Company complies with Section 10.09, the Company may create a Wholly Owned Subsidiary that constitutes a holding company for the Company’s European Subsidiaries.

Investments and Acquisitions. Neither the Company nor any of its Subsidiaries shall have outstanding, acquire, commit itself to acquire or hold Each Borrower may make any Investment (including and may become or remain a partner in any Investment consisting of the acquisition partnership or joint venture, and may make any Acquisition of any business) (or become contractually committed to do so) except for the followingPerson, provided that: (a) Investments of the Company and its Subsidiaries in Wholly Owned Subsidiaries (a) which are domestic Subsidiaries as of the date of this Agreement or (b) which become domestic Wholly Owned Subsidiaries after the Closing Date and become Guarantors to the extent required by Section 10.09; provided, however, that the aggregate book value of all assets (other than intercompany obligations) owned by Immaterial Subsidiaries shall not exceed $10,000,000. (b) Intercompany loans and advances from any Subsidiary to the Company or any Guarantor that, in the case of loans or advances from Foreign Subsidiaries, are subordinated to the Obligations in accordance with the Foreign Subsidiary Subordination Agreement. (c) Investments in Cash Equivalents. (d) Guarantees permitted by Section 6.06. (e) So long as immediately before and after giving effect thereto no Default exists, and so long as the Company (if the Company is party thereto) or a Guarantor (if the Company is not party thereto) is the surviving entity, the Company and its Subsidiaries may acquire another entity in the same line of business as the Company as described in Section 6.02(a) if: (i) at all times when the Consolidated Leverage Ratio is greater than 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the purchase price for all such acquisitions permitted pursuant to this clause (e)(i) does not exceed, except with the consent of the Required Lenders, $100,000,000 in cash (excluding consideration consisting of Capital Stock, the proceeds of the issuance of Capital Stock or Subordinated Indebtedness) in the aggregate over the term of the Agreement; (ii) at all times when the Consolidated Leverage Ratio is less than or equal to 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the Company and its Subsidiaries may make unlimited acquisitions; provided, however that in the event a transaction permitted pursuant to this clause (e)(ii) would, on a pro forma basis after giving effect thereto, cause the Consolidated Leverage Ratio to exceed 2.50, the portion of the cash purchase price with respect to such transaction attributed to causing the Consolidated Leverage Ratio to be greater than 2.50 shall only be permitted to be paid to the extent the Company has sufficient availability in the $100,000,000 basket set forth in clause (e)(i) to take into account such excess amount; provided, further, that with respect to any acquisition permitted pursuant to this Section 6.08(e)(ii), (i) the acquisition must be approved by the target entity’s board of directors, (ii) the Company must be in compliance with the Computation Covenants immediately after giving effect to such acquisition, (iii) the acquired entity must not have any environmental liabilities which, after giving effect to such acquisition, would reasonably be expected to result in a Material Adverse Effect and (iv) any Subsidiary acquired under this Section 6.08(e) (other than (a) a Foreign Subsidiary or (b) any Immaterial Subsidiary if the aggregate book value of the assets (other than intercompany obligations) of all Immaterial Subsidiaries acquired under this Section 6.08(e) since the Closing Date does not exceed $10,000,000) shall guarantee the Obligations, as contemplated by Section 10.09. (f) So long as immediately before and after giving effect thereto no Default exists, the Company and its Subsidiaries may make (i) Investments in Unrestricted Affiliates engaged Advertising Entities and in businesses contemplated by Section 6.02(a) any Consolidated VIEs made during the period from the Closing Date to the Maturity Date shall not exceed Cdn.$75,000,000 in the aggregate, and (ii) Investments consisting of contributions partnership or other equity interests may be made in any partnership, joint venture or other Person so long as such partnership, joint venture or Person is in a line of Property to Unrestricted Affiliates, in an aggregate amount for all such Investments permitted pursuant to this clause (f) (calculated at net book value at business that does not violate the time terms or provisions of such Investment), when taken together with the aggregate amount of all Dispositions permitted pursuant to Section 6.10(e), not to exceed $100,000,000.6.4; and (gb) Loans Any such Acquisitions shall meet the following requirements or advances to employees of otherwise be approved by the Company in an amount not to exceed Required Lenders (i) $1,000,000 in the aggregate outstanding at any time for the purchase of capital stock of the Company and (ii) $5,000,000 in the aggregate outstanding at any time for all other purposes.each such Acquisition constituting a “Permitted Acquisition”): (hA) So long as immediately no Default or Event of Default shall have occurred and be continuing or would result from such Acquisition or the incurrence of any Indebtedness in connection therewith and, both before and immediately after giving effect thereto no Default existsto such Acquisition, Investments all of the Company representations and its Subsidiaries warranties contained herein shall be true and correct in foreign Wholly Owned Subsidiaries; providedall material respects, however, that other than with respect to Investments outstanding unless such representation and warranty is made as of a specific date, in which case, such representation or warranty shall be true and correct in all material respects as of such date; and (B) the Closing Date as described Acquisition is consummated pursuant to a negotiated acquisition agreement on Schedule 6.08(h)a non-hostile basis and approved by the target company’s board of directors (and shareholders, (iif necessary) such Investments shall not involve prior to the transfer of substantial noncash assets from the Company and its domestic Subsidiaries to its Foreign Subsidiaries other than up to $35,000,000 in book value of foreign patents and foreign trademarks; and (ii) net cash Investments consummation of the Company and its domestic Subsidiaries in Foreign Subsidiaries made pursuant to this Section 6.08(h) at any one time outstanding shall not exceed $125,000,000 in the aggregate.Acquisition; and (iC) So long as immediately before and after giving effect thereto no Default exists, and provided that the Company complies with business being acquired shall be in a line of business permitted under Section 10.09, the Company may create a Wholly Owned Subsidiary that constitutes a holding company for the Company’s European Subsidiaries6.4.

Investments and Acquisitions. Neither the The Company nor will not, and will not permit any of its Subsidiaries shall have outstandingto, acquire, commit itself make or suffer to acquire or hold exist any Investment in any Person or purchase or otherwise acquire (including in one transaction or a series of transactions) any Investment consisting of the acquisition assets of any business) (or become contractually committed to do so) except for the followingother Person constituting a business unit, except: (a) Cash Equivalents; (b) Investments of the Company and its Subsidiaries in Wholly Owned Subsidiaries (other than Investments permitted under clauses (a) which are domestic Subsidiaries as of the date and (c) of this Agreement or (bSection) which become domestic Wholly Owned Subsidiaries after existing on the Closing Third Restatement Effective Date and become Guarantors to set forth on Schedule 7.06; (c) (i) Investments by any Loan Party in any other Loan Party; and (ii) Investments by the extent required by Section 10.09Company or any Subsidiary in any Subsidiary that is not a Loan Party; provided, however, provided that the aggregate book value amount of all assets (other than intercompany obligationsInvestments by the Loan Parties in any Subsidiary that is not a Loan Party after the Third Restatement Effective Date, together with the aggregate principal amount of Indebtedness owing by any Loan Party to such Subsidiaries incurred under Section 7.01(c)(iii) owned by Immaterial Subsidiaries after the Third Restatement Effective Date, shall not exceed $10,000,000.20,000,000; (bd) Intercompany loans To the extent constituting an Investment, Indebtedness permitted by Section 7.01; (e) purchases of inventory and advances from any Subsidiary other property to be sold or used in the ordinary course of business; (f) Acquisitions after the Third Restatement Effective Date by the Company or any Guarantor thatother Loan Party; provided that (i) if such Acquisition is an acquisition of Capital Stock of a Person, in such Acquisition shall not be opposed by the case board of loans directors (or advances from Foreign Subsidiariessimilar governing body) of such Person, are subordinated to the Obligations in accordance with the Foreign Subsidiary Subordination Agreement. (cii) Investments in Cash Equivalents. no Default shall have then occurred and be continuing or would result therefrom, (diii) Guarantees permitted by Section 6.06. (e) So long as immediately before and after giving effect thereto no Default exists, and so long as the Company (if the Company is party thereto) or a Guarantor (if the Company is not party thereto) is the surviving entity, the Company and its Subsidiaries may acquire another entity in the same line of business as the Company as described in Section 6.02(a) if: (i) at all times when the Consolidated Leverage Ratio is greater than 2.50 for the most recent period of four consecutive fiscal quarters (calculated to such Acquisition on a pro forma basis giving effect to the proposed acquisition as if such acquisition Acquisition had been consummated at occurred on the beginning first day of such period) the most recent Reference Period for which financial reports have been (or statements are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b)available, the purchase price for all such acquisitions permitted pursuant to this clause (e)(i) does not exceed, except with the consent of the Required Lenders, $100,000,000 in cash (excluding consideration consisting of Capital Stock, the proceeds of the issuance of Capital Stock or Subordinated Indebtedness) in the aggregate over the term of the Agreement; (ii) at all times when the Consolidated Leverage Ratio is less than or equal to 2.50 for the most recent period of four consecutive fiscal quarters (calculated Required Ratio on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning last day of such period; and (iv) for which financial reports prior to the consummation of any such Acquisition, the Administrative Agent shall have received a certificate of a Responsible Officer setting forth the calculations required to determine compliance with clause (iii) above and certifying that the conditions set forth in this clause (f) with respect to such Acquisition have been satisfied; (or are required to have beeng) furnished to the Lenders in accordance with Sections 6.04(aInvestments (including debt obligations) or 6.04(b), received by the Company and its Subsidiaries may make unlimited acquisitions; providedin connection with the bankruptcy or reorganization of suppliers and/or customers and in good faith settlement of delinquent obligations of, however that and other disputes with, customers and/or suppliers arising in the event a transaction permitted pursuant to this clause (e)(ii) would, on a pro forma basis after giving effect thereto, cause the Consolidated Leverage Ratio to exceed 2.50, the portion ordinary course of the cash purchase price with respect to such transaction attributed to causing the Consolidated Leverage Ratio to be greater than 2.50 shall only be permitted to be paid to the extent the Company has sufficient availability in the $100,000,000 basket set forth in clause (e)(i) to take into account such excess amount; provided, further, that with respect to any acquisition permitted pursuant to this Section 6.08(e)(ii), (i) the acquisition must be approved by the target entity’s board of directors, (ii) the Company must be in compliance with the Computation Covenants immediately after giving effect to such acquisition, (iii) the acquired entity must not have any environmental liabilities which, after giving effect to such acquisition, would reasonably be expected to result in a Material Adverse Effect and (iv) any Subsidiary acquired under this Section 6.08(e) (other than (a) a Foreign Subsidiary or (b) any Immaterial Subsidiary if the aggregate book value of the assets (other than intercompany obligations) of all Immaterial Subsidiaries acquired under this Section 6.08(e) since the Closing Date does not exceed $10,000,000) shall guarantee the Obligations, as contemplated by Section 10.09. (f) So long as immediately before and after giving effect thereto no Default exists, the Company and its Subsidiaries may make (i) Investments in Unrestricted Affiliates engaged in businesses contemplated by Section 6.02(a) and (ii) Investments consisting of contributions of Property to Unrestricted Affiliates, in an aggregate amount for all such Investments permitted pursuant to this clause (f) (calculated at net book value at the time of such Investment), when taken together with the aggregate amount of all Dispositions permitted pursuant to Section 6.10(e), not to exceed $100,000,000. (g) Loans or advances to employees of the Company in an amount not to exceed (i) $1,000,000 in the aggregate outstanding at any time for the purchase of capital stock of the Company and (ii) $5,000,000 in the aggregate outstanding at any time for all other purposes.business; (h) So long as immediately before Investments under Swap Agreements permitted by Section 7.10; (i) bona fide advances to employees and after giving effect thereto no Default exists, Investments officers of the Company and its Subsidiaries in foreign Wholly Owned Subsidiaries; providedfor the purpose of paying payroll, however, that other than with respect to Investments outstanding as travel and related expenses incurred for proper business purposes of the Closing Date as described on Schedule 6.08(h), Company or such Subsidiary; (j) Investments received by the Company and its Subsidiaries in connection with any Disposition permitted by Section 7.04; (k) Investments held by any Person that becomes a Subsidiary after the Third Restatement Effective Date; provided that (i) such Investments shall exist at the time such Person becomes a Subsidiary and are not involve the transfer created in contemplation of substantial noncash assets from the Company and its domestic Subsidiaries to its Foreign Subsidiaries other than up to $35,000,000 or in book value of foreign patents and foreign trademarks; connection with such Person becoming a Subsidiary and (ii) net cash such Investments of the Company and its domestic Subsidiaries in Foreign Subsidiaries made pursuant to this Section 6.08(h) at any one time outstanding shall not exceed $125,000,000 in be increased after such time unless such increase is permitted by another clause of this Section; (l) other Investments after the aggregate. Third Restatement Effective Date; provided that (i) So long as no Event of Default has occurred and is continuing or will immediately before result from such Investment and (ii) after giving effect thereto no Default existsto such Investment on a pro forma basis as if such Investment had occurred on the first day of the most recent Reference Period for which financial statements are available, and provided that the Consolidated Leverage Ratio is less than or equal to the Required Ratio minus 0.50x on the last day of such Reference Period (without giving effect to any temporary increase in the Required Ratio as set forth in the proviso to Section 7.11(a)); (m) Investments by the Company complies with or any Subsidiary in the Capital Stock of any other Person (other than any Acquisition) in an aggregate amount (valued at cost on the date such Investment was made) not exceeding $10,000,000; and (n) in addition to Investments otherwise expressly permitted by this Section 10.097.06, Investments by the Company may create a Wholly Owned Subsidiary that constitutes a holding company for or any of its Subsidiaries in an aggregate amount (valued at cost on the Company’s European Subsidiariesdate such Investment was made) not to exceed $35,000,000 during the term of this Agreement.

Investments and Acquisitions. Neither the Company The Borrower will not, nor will it permit any of its Subsidiaries shall have outstandingSubsidiary to, acquiremake or suffer to exist any Investments, commit itself or commitments therefor, or to acquire become or hold remain a partner in any Investment (including partnership or joint venture, or to make any Investment consisting of the acquisition Acquisition of any businessPerson, except: (i) (or become contractually committed to do so) except for the following:Cash Equivalent Investments; (a) Existing Investments in Subsidiaries and other Investments in existence on the date hereof and described in Schedule 1, (b) Investments (not including any permitted sale or other transfer of an interest in accounts or notes receivable) in a Securitization Entity in connection with Permitted Securitization Transactions and in an aggregate outstanding amount not to exceed 10% of the Company aggregate amount of all Permitted Securitization Transactions and (c) additional Investments in Subsidiaries which are not for the purpose of making or consummating an Acquisition; (iii) Other Investments and Acquisitions by the Borrower and its Subsidiaries in Wholly Owned Subsidiaries Subsidiaries, provided that (a) which are domestic Subsidiaries as of the date of this Agreement or (b) which become domestic Wholly Owned Subsidiaries after the Closing Date and become Guarantors to the extent required by Section 10.09; provided, however, that the aggregate book value of all assets (other than intercompany obligations) owned by Immaterial Subsidiaries shall not exceed $10,000,000. (b) Intercompany loans and advances from any Subsidiary to the Company or any Guarantor that, in the case of loans or advances from Foreign Subsidiaries, are subordinated to the Obligations in accordance with the Foreign Subsidiary Subordination Agreement. (c) Investments in Cash Equivalents. (d) Guarantees permitted by Section 6.06. (e) So long as immediately before and after giving effect thereto to such Investment or Acquisition, no Default existsor Unmatured Default shall exist or shall have occurred and be continuing and the representations and warranties contained in Article V and in the other Loan Documents shall be true and correct on and as of the date thereof (both before and after such Investment or Acquisition is consummated) as if made on the date such Investment or Acquisition is consummated, and so long as (b) the Company (if the Company target of such Investment or Acquisition is party thereto) or a Guarantor (if the Company is not party thereto) is the surviving entity, the Company and its Subsidiaries may acquire another entity in substantially the same line of business or a similar or related line of business as the Company as described in Section 6.02(aBorrower or the Guarantors, (c) if: (i) at all times when the Consolidated Leverage Ratio is greater than 2.50 for Board of Directors and the most recent period management of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as target of such Investment or Acquisition has approved such Investment or Acquisition if such acquisition had been consummated at board approval is otherwise necessary, (d) the beginning aggregate consideration paid or payable in cash or otherwise advanced in connection with any single or series of such period) for which financial reports have been (related Investments or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(bAcquisitions permitted by this Section 6.13(iii), including without limitation any Indebtedness assumed in connection therewith or Contingent Liabilities incurred in connection therewith, shall not exceed $150,000,000 (excluding any portion of any of the purchase price for all such acquisitions permitted pursuant to foregoing payable in common equity of any Loan Party), provided that the condition under this clause (e)(i) does not exceed, except with the consent of the Required Lenders, $100,000,000 in cash (excluding consideration consisting of Capital Stock, the proceeds of the issuance of Capital Stock or Subordinated Indebtedness) in the aggregate over the term of the Agreement; (ii) at all times when the Consolidated Leverage Ratio is less than or equal to 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the Company and its Subsidiaries may make unlimited acquisitions; provided, however that in the event a transaction permitted pursuant to this clause (e)(ii) would, on a pro forma basis after giving effect thereto, cause the Consolidated Leverage Ratio to exceed 2.50, the portion of the cash purchase price with respect to such transaction attributed to causing the Consolidated Leverage Ratio to be greater than 2.50 shall only be permitted to be paid to the extent the Company has sufficient availability in the $100,000,000 basket set forth in clause (e)(i) to take into account such excess amount; provided, further, that with respect to any acquisition permitted pursuant to this Section 6.08(e)(ii), (i) the acquisition must be approved by the target entity’s board of directors, (ii) the Company must be in compliance with the Computation Covenants immediately after giving effect to such acquisition, (iii) the acquired entity must not have any environmental liabilities which, after giving effect to such acquisition, would reasonably be expected to result in a Material Adverse Effect and (iv) any Subsidiary acquired under this Section 6.08(e) (other than (a) a Foreign Subsidiary or (b) any Immaterial Subsidiary if the aggregate book value of the assets (other than intercompany obligations) of all Immaterial Subsidiaries acquired under this Section 6.08(e) since the Closing Date does not exceed $10,000,000d) shall guarantee the Obligations, as contemplated by Section 10.09. (f) So long as not be required if immediately before and after giving effect thereto no Default existsto such Investment or Acquisition the Leverage Ratio is less than 2.0 to 1.0 on a pro forma basis reasonably acceptable to the Administrative Agent, and (e) at least two Business Days' prior to the Company consummation of any single or series of related Investments or Acquisitions in respect of which the Borrower and its Subsidiaries may make (i) Investments in Unrestricted Affiliates engaged in businesses contemplated by Section 6.02(a) and (ii) Investments consisting of contributions of Property to Unrestricted Affiliates, will incur or otherwise become liable for Indebtedness in an aggregate amount for all in excess of $50,000,000, the Borrower shall have provided to the Lenders a pro forma compliance certificate signed by its chief financial officer containing pro forma computations (consistent with the requirements of Section 9.8(ii)) and related financial statements and information requested by, and acceptable to, the Administrative Agent and containing such other information and certifications as requested by the Administrative Agent; and (iv) Additional Investments permitted pursuant to this clause (fother than Acquisitions) (calculated provided that at net book value at the any time of such Investment), when taken together with the aggregate amount of all Dispositions permitted pursuant to Section 6.10(e), not to exceed $100,000,000. (g) Loans or advances to employees of the Company in an amount not to exceed (i) $1,000,000 in the aggregate such outstanding at any time for the purchase of capital stock of the Company and (ii) $5,000,000 in the aggregate outstanding at any time for all other purposes. (h) So long as immediately before and after giving effect thereto no Default exists, Investments of the Company and its Subsidiaries in foreign Wholly Owned Subsidiaries; provided, however, that other than with respect to Investments outstanding as of the Closing Date as described on Schedule 6.08(h), (i) such additional Investments shall not involve the transfer exceed 15% of substantial noncash assets from the Company and its domestic Subsidiaries to its Foreign Subsidiaries other than up to $35,000,000 in book value of foreign patents and foreign trademarks; and (ii) net cash Investments of the Company and its domestic Subsidiaries in Foreign Subsidiaries made pursuant to this Section 6.08(h) at any one time outstanding shall not exceed $125,000,000 in the aggregateConsolidated Tangible Net Worth. (i) So long as immediately before and after giving effect thereto no Default exists, and provided that the Company complies with Section 10.09, the Company may create a Wholly Owned Subsidiary that constitutes a holding company for the Company’s European Subsidiaries.

Investments and Acquisitions. Neither The Borrower will not, nor will it permit any Subsidiary to, make or suffer to exist any Investments (including, without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition, except: (i) Cash Equivalent Investments. (ii) Existing Investments in Subsidiaries and other Investments in existence on the Company nor date hereof and described in Schedule 6.15. (iii) Investments by any Subsidiary in the Borrower or any Guarantor, and Investments by any Subsidiary that is not a Guarantor in any other Subsidiary that is not a Guarantor. (iv) Investments of its Subsidiaries shall have outstandinginsurance premium revenues by Neighborhood Insurance, acquire, commit itself to acquire Inc. (v) Investments resulting from the transfers permitted by Section 6.14(iii). (vi) Investments resulting from Financial Contracts entered into in the ordinary course of business and which do not violate the terms of Section 6.18. (vii) Acquisitions meeting the following requirements or hold any Investment otherwise approved by the Required Lenders (including any Investment consisting of the acquisition of any business) (or become contractually committed to do so) except for the following:each such Acquisition constituting a "Permitted Acquisition"): (a) Investments of the Company and its Subsidiaries in Wholly Owned Subsidiaries (a) which are domestic Subsidiaries as of the date of this Agreement the consummation of such Acquisition, no Default or (b) which become domestic Wholly Owned Subsidiaries after Unmatured Default shall have occurred and be continuing or would result from such Acquisition, and the Closing Date representation and become Guarantors to the extent required by warranty contained in Section 10.09; provided, however, that the aggregate book value of all assets (other than intercompany obligations) owned by Immaterial Subsidiaries 5.10 shall not exceed $10,000,000. (b) Intercompany loans and advances from any Subsidiary to the Company or any Guarantor that, in the case of loans or advances from Foreign Subsidiaries, are subordinated to the Obligations in accordance with the Foreign Subsidiary Subordination Agreement. (c) Investments in Cash Equivalents. (d) Guarantees permitted by Section 6.06. (e) So long as immediately be true both before and after giving effect thereto no Default existsto such Acquisition; (b) such Acquisition is consummated on a non-hostile basis pursuant to a negotiated acquisition agreement approved by the board of directors or other applicable governing body of the seller or entity to be acquired, and so long as no material challenge to such Acquisition (excluding the Company exercise of appraisal rights) shall be pending or threatened by any shareholder or director of the seller or entity to be acquired; (if c) the Company business to be acquired in such Acquisition is party thereto) similar or a Guarantor (if related to one or more of the Company is not party thereto) is lines of business in which the surviving entity, the Company Borrower and its Subsidiaries may acquire another entity are engaged on the Closing Date; (d) as of the date of the consummation of such Acquisition, all material approvals required in connection therewith shall have been obtained; (e) during any fiscal year, the aggregate Purchase Price paid in connection with Acquisitions shall not exceed $200,000,000; and (f) in the same line case of business as any Permitted Acquisition having a Purchase Price (including the Company as described in Section 6.02(avalue of treasury stock of the Borrower repurchased prior to the Closing Date) if: (i) at all times when the Consolidated Leverage Ratio is greater than 2.50 for $50,000,000, not less than ten (10) days prior to the most recent period consummation of four consecutive fiscal quarters (calculated on such Permitted Acquisition, the Borrower shall have delivered to the Administrative Agent, a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the purchase price for all such acquisitions permitted pursuant to this clause (e)(i) does not exceed, except with the consent of the Required Lenders, $100,000,000 in cash (excluding consideration consisting of Capital Stock, the proceeds of the issuance of Capital Stock or Subordinated Indebtedness) compliance certificate in the aggregate over the term form of the Agreement; (ii) at all times when the Consolidated Leverage Ratio is less than or equal to 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for Exhibit B hereto, which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the Company and its Subsidiaries may make unlimited acquisitions; provided, however that in the event a transaction permitted pursuant to this clause (e)(ii) wouldshall reflect that, on a pro forma basis after giving effect thereto, cause the Consolidated Leverage Ratio to exceed 2.50basis, the portion of the cash purchase price with respect to such transaction attributed to causing the Consolidated Leverage Ratio to be greater than 2.50 shall only be permitted to be paid to the extent the Company has sufficient availability in the $100,000,000 basket set forth in clause (e)(i) to take into account such excess amount; provided, further, that with respect to any acquisition permitted pursuant to this Section 6.08(e)(ii), (i) the acquisition must be approved by the target entity’s board of directors, (ii) the Company must be Borrower would have been in compliance with the Computation Covenants immediately after financial covenants set forth in Section 6.21 for the four fiscal quarter period reflected in the compliance certificate most recently delivered to the Administrative Agent pursuant to Section 6.1(iii) prior to the consummation of such Permitted Acquisition (giving effect to such acquisitionPermitted Acquisition and all Credit Extensions funded in connection therewith as if made on the first day of such period). (viii) Investments, (iii) either in the acquired entity must not have any environmental liabilities whichform of loans to franchisees or reimbursement obligations from franchisees, after giving effect to such acquisition, would reasonably be expected to result in a Material Adverse Effect and (iv) any Subsidiary acquired arising from obligations under this Section 6.08(e) (other than (a) a Foreign Subsidiary the Master Agreement and Limited Guaranty dated as of June 1, 2004, executed by the Borrower in favor of Citicorp Leasing, Inc. or (b) any Immaterial Subsidiary if other similar programs, to the aggregate book value of the assets (other than intercompany obligations) of all Immaterial Subsidiaries acquired under this Section 6.08(e) since the Closing Date does not exceed $10,000,000) shall guarantee the Obligations, as contemplated by Section 10.09. (f) So long as immediately before and after giving effect thereto no Default exists, the Company and its Subsidiaries may make (i) Investments in Unrestricted Affiliates engaged in businesses contemplated by Section 6.02(a) and (ii) Investments consisting of contributions of Property to Unrestricted Affiliates, in an aggregate amount for all such Investments permitted pursuant to this clause (f) (calculated at net book value at the time of such Investment), when taken together with extent the aggregate amount of all Dispositions permitted pursuant to Section 6.10(e), such investments does not to exceed $100,000,00025,000,000 at any time outstanding. (gix) Loans Investments by the Borrower or any Guarantor in any Subsidiary that is not a Guarantor, Investments in joint ventures, Investments in franchisees of the Borrower or any Subsidiary and other Investments in any other Persons, loans or advances made by the Borrower or any of its Subsidiaries to employees and officers of the Company in an Borrower or of any of the Borrower's Subsidiaries or to any other Persons, provided that all of the foregoing shall not exceed the amount not to exceed (i) of $1,000,000 25,000,000 in the aggregate outstanding at any time for the purchase of capital stock of the Company and (ii) $5,000,000 in the aggregate outstanding at any time for all other purposes. (h) So long as immediately before and after giving effect thereto no Default exists, Investments of the Company and its Subsidiaries in foreign Wholly Owned Subsidiaries; provided, however, that other than with respect to Investments outstanding as of the Closing Date as described on Schedule 6.08(h), (i) such Investments shall not involve the transfer of substantial noncash assets from the Company and its domestic Subsidiaries to its Foreign Subsidiaries other than up to $35,000,000 in book value of foreign patents and foreign trademarks; and (ii) net cash Investments of the Company and its domestic Subsidiaries in Foreign Subsidiaries made pursuant to this Section 6.08(h) at any one time outstanding shall not exceed $125,000,000 in the aggregateoutstanding. (i) So long as immediately before and after giving effect thereto no Default exists, and provided that the Company complies with Section 10.09, the Company may create a Wholly Owned Subsidiary that constitutes a holding company for the Company’s European Subsidiaries.

Investments and Acquisitions. Neither The Company will not, nor will it permit any Restricted Subsidiary to, make or suffer to exist any Investments (including without limitation, loans and advances to, or other Investments in, Subsidiaries), or commitments therefor, or create any Subsidiary or become or remain a partner in any partnership or joint venture, or make any Acquisition of any Person, except: 10.4.1 (i) Cash Equivalent Investments, (ii) any Permitted Indebtedness Hedge, and (iii) other Investments described in Schedule 10.4.1; 10.4.2 existing Investments in Restricted Subsidiaries and other Investments in existence on the date hereof and described in Schedule 10.4.2; 10.4.3 investments in Rate Management Transactions to the extent permitted under Section 10.5.3; 10.4.4 Acquisitions meeting the following requirements or otherwise approved by the Required Holders (each such Acquisition constituting a “Permitted Acquisition”): (i) as of the date of the consummation of such Permitted Acquisition, no Default or Event of Default shall have occurred and be continuing or would result from such Permitted Acquisition, and the representation and warranty contained in Section 5.11 shall be true both before and after giving effect to such Permitted Acquisition; (ii) such Permitted Acquisition is consummated pursuant to a negotiated acquisition agreement approved by the board of directors or other applicable governing body of the seller or entity to be acquired, and no material challenge to such Permitted Acquisition (excluding the exercise of appraisal rights) shall be pending or threatened by any shareholder or director of the seller or entity to be acquired; (iii) the business to be acquired in such Permitted Acquisition is similar or related to one or more of the lines of business in which the Company nor any of and its Subsidiaries are engaged on the Closing Date; (iv) as of the date of the consummation of such Permitted Acquisition, all material governmental and corporate approvals required in connection therewith shall have outstandingbeen obtained; (v) the aggregate Purchase Price for all such Permitted Acquisitions after the Amendment No. 2 Effective Date shall not exceed $225,000,000, acquire, commit itself to acquire or hold provided that the Purchase Price for any Investment single Permitted Acquisition shall not exceed $75,000,000; (including any Investment consisting vi) the Company shall have notified the holders of the acquisition Notes at least 5 Business Days (or such shorter period as may be agreed by the Required Holders) prior to the anticipated closing date of any business) (or become contractually committed to do so) except for the following:such Permitted Acquisition; (avii) Investments if requested by the Required Holders, prior to the consummation of such Permitted Acquisition, the Company shall have delivered to the holders of Notes a pro forma consolidated balance sheet, income statement and cash flow statement of the Company and its Subsidiaries in Wholly Owned Restricted Subsidiaries (a) which are domestic Subsidiaries as of the date of this Agreement or “Acquisition Pro Forma”), based on the Company’s most recent financial statements delivered pursuant to Section 7.1.1 (b) which become domestic Wholly Owned Subsidiaries after the Closing Date and become Guarantors using, to the extent required available, historical financial statements for such entity provided by the seller(s)) which shall be complete and shall fairly present, in all material respects, the financial condition and results of operations and cash flows of the Company and its Restricted Subsidiaries in accordance with Agreement Accounting Principles, but taking into account such Permitted Acquisition and the funding of all extensions of credit in connection therewith, and such Acquisition Pro Forma shall reflect that, on a pro forma basis, the Company would have been in compliance with the financial covenants set forth in Sections 10.12 and 10.13 for the period of four fiscal quarters reflected in the compliance certificate most recently delivered to the holders of Notes pursuant to Section 10.097.1.4 prior to the consummation of such Permitted Acquisition (giving effect to such Permitted Acquisition and all extensions of credit funded in connection therewith as if made on the first day of such period); provided, however, that no such compliance with Section 10.12 is required to be demonstrated in such Acquisition Pro Forma for an Acquisition which is either (x) solely a purchase of assets or (y) an acquisition of an entity or a going business for which no financial statements are available; and (viii) if requested by the aggregate book value Required Holders, prior to each such Permitted Acquisition, the Company shall deliver to the holders of Notes a documentation, information and certification package in form reasonably acceptable to the Required Holders and demonstrating conformity with the applicable Acquisition Pro Forma and sufficient to describe the assets and Persons being acquired, including, without limitation: (A) a near-final version (with no further material amendments to be made thereto) of the acquisition agreement for such Permitted Acquisition together with drafts of the material schedules thereto; (B) a near-final version (with no further material amendments to be made thereto) of all assets documents, instruments and agreements with respect to any Indebtedness to be incurred or assumed in connection with such Permitted Acquisition; and (C) such other documents or information as shall be reasonably requested by the Required Holders in connection with such Permitted Acquisition; 10.4.5 a Permitted Restructuring; 10.4.6 creation of, or Investment in, a Restricted Subsidiary (other than intercompany obligations(i) owned by Immaterial Subsidiaries shall a Blocked Propel Subsidiary and (ii) a Foreign Subsidiary that is not exceed $10,000,000. (ba Credit Party) Intercompany loans and advances from any Subsidiary to in respect of which the Company or any Guarantor thathas otherwise complied with Sections 9.7 and 9.8, provided that in the case of loans or advances from Foreign Subsidiariesany investments in any Subsidiaries of Propel Acquisition LLC, are subordinated to the Obligations in accordance with the Foreign Subsidiary Subordination Agreement. (c) Investments in Cash Equivalents. (d) Guarantees permitted by Section 6.06. (e) So long as immediately before and after giving effect thereto no Default exists, and so long as the Company (if the Company is party thereto) or a Guarantor (if the Company is not party thereto) is the surviving entity, the Company and its Subsidiaries may acquire another entity in the same line of business as the Company as described in Section 6.02(a) if: (i) at all times when the Consolidated Leverage Ratio is greater than 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the purchase price for all such acquisitions permitted pursuant to this clause (e)(i) does not exceed, except with the consent of the Required Lenders, $100,000,000 in cash (excluding consideration consisting of Capital Stock, the proceeds of the issuance of Capital Stock or Subordinated Indebtedness) in the aggregate over the term of the Agreement; (ii) at all times when the Consolidated Leverage Ratio is less than or equal to 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the Company and its Subsidiaries may make unlimited acquisitions; provided, however that in the event a transaction permitted pursuant to this clause (e)(ii) would, on a pro forma basis after giving effect thereto, cause the Consolidated Leverage Ratio to exceed 2.50, the portion of the cash purchase price with respect to such transaction attributed to causing the Consolidated Leverage Ratio to be greater than 2.50 investment shall only be permitted to be paid only to the extent the Company has sufficient availability in the $100,000,000 basket set forth in clause (e)(i) to take into account such excess amount; provided, further, that with respect to any acquisition permitted pursuant to this Section 6.08(e)(ii), (i) the acquisition must be approved by the target entity’s board of directors, (ii) the Company must be in compliance with the Computation Covenants immediately after giving effect to such acquisition, (iii) the acquired entity must not have any environmental liabilities whichthat, after giving effect to such acquisitioninvestment, would reasonably be expected to result in a Material Adverse Effect and (iv) any Subsidiary acquired under this Section 6.08(e) (other than (a) a Foreign Subsidiary or (b) any Immaterial Subsidiary if the aggregate book value of the assets (other than intercompany obligations) of all Immaterial Subsidiaries acquired under this Section 6.08(e) since the Closing Date does not exceed $10,000,000) shall guarantee the Obligations, as contemplated by Section 10.09. (f) So long as immediately before and after giving effect thereto no Default exists, the Company and its Subsidiaries may make (i) Investments in Unrestricted Affiliates engaged in businesses contemplated by Section 6.02(a) no Default shall exist and be continuing and (ii) Investments consisting the Company shall be in compliance with Sections 10.12 and 10.13 on a pro-forma basis as if the Investment occurred on the first day of contributions of Property to Unrestricted Affiliates, in an aggregate amount for all such Investments permitted the applicable period being tested pursuant to this clause (f) (calculated at net book value at the time of such Investment), when taken together with the aggregate amount of all Dispositions Sections and 10.5.16; 10.4.7 Investments constituting Indebtedness permitted pursuant to by Section 6.10(e), not to exceed $100,000,000.10.5.5 or Section 10.5.16; (g) Loans or advances to employees of the Company 10.4.8 Investments by a Credit Party in an amount not to exceed (i) $1,000,000 in the aggregate outstanding at any time for the purchase of capital stock of the Company and (ii) $5,000,000 in the aggregate outstanding at any time for all other purposes.another Credit Party; (h) So long as immediately before and after giving effect thereto no Default exists, 10.4.9 Minority Investments of the Company and or its Subsidiaries in foreign Wholly Owned Restricted Subsidiaries; provided, however, that other than with respect to Investments outstanding so long as of (A) the Closing Date as described on Schedule 6.08(h), (i) such Investments shall not involve the transfer of substantial noncash assets from the Company and its domestic Subsidiaries to its Foreign Subsidiaries other than up to $35,000,000 in book value of foreign patents and foreign trademarks; and (ii) net cash Investments of the Company and its domestic Subsidiaries in Foreign Subsidiaries made pursuant to aggregate Investment permitted under this Section 6.08(h) at 10.4.9 in any one time outstanding single Person shall not exceed $125,000,000 in 20,000,000 at any time outstanding and (B) the aggregate. (i) So long as immediately before and after giving effect thereto no Default exists, and provided that the Company complies with aggregate for all Investments permitted by this Section 10.09, the Company may create a Wholly Owned Subsidiary that constitutes a holding company for the Company’s European Subsidiaries.10.4.9 shall not at any time exceed $60,000,000;

Investments and Acquisitions. Neither the Company The Borrower will not, nor will it permit any of its Subsidiaries shall have outstandingSubsidiary to, acquire, commit itself make or suffer to acquire or hold exist any Investment Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to become a partner in any Investment consisting of the acquisition partnership or joint venture, or to make any Acquisition of any business) (or become contractually committed to do so) except for the followingPerson, except: (ai) Cash Equivalent Investments. (ii) Investments constituting non-cash consideration for dispositions of assets permitted hereunder. (iii) Existing Investments in Subsidiaries and other Investments in existence on the Company Effective Date and its described in Schedule 6.14. (iv) Investments made after the Effective Date in Persons which are Subsidiaries, provided that immediately after giving effect to each Investment made pursuant to this section InvestmentsSection 6.14 in Foreign Subsidiaries in Wholly and non-Wholly-Owned Subsidiaries (aother than Investments disclosed on Schedule 6.14) which are domestic Subsidiaries shall not exceed in the aggregate 10% of Consolidated Total Assets (determined as of the date of this Agreement most recent fiscal quarter end for which financial statements have been provided pursuant to Section 6.1(i) or (bii)). AmericasActive14740621.114740621.6 (v) which become domestic Wholly Owned Subsidiaries Acquisitions of (or of all or substantially all of the assets of) entities engaged in substantially the same or related lines of business as the Borrower, so long as immediately after giving effect to each such Acquisition and the Closing Date incurrence/repayment of any related Indebtedness, (1) the Borrower shall be in compliance with its covenants hereunder and become Guarantors to (2) on a pro forma basis the extent required by Borrower would be in compliance with Section 10.096.23.1 and 6.23.2 for the previous fiscal quarter; provided, however, that (A) for any Acquisition with aggregate consideration (including cash, other property, stock and debt assumption, with such property and stock valued at fair market value at the aggregate book value time of all assets (other than intercompany obligationssuch Acquisition) owned by Immaterial Subsidiaries in excess of $50,000,000, the Borrower shall not exceed $10,000,000. (b) Intercompany loans and advances from any Subsidiary have delivered to the Company or any Guarantor that, in Administrative Agent a certificate executed by an Authorized Officer setting forth the case of loans or advances from Foreign Subsidiaries, are subordinated to the Obligations in accordance with the Foreign Subsidiary Subordination Agreement. calculations demonstrating such compliance and (cB) Investments in Cash Equivalents. (d) Guarantees permitted by Section 6.06. (e) So long as immediately both before and after giving effect thereto to such Acquisition no Default existsexists (each such entity, an “Acquired Company”); provided, that, notwithstanding the foregoing, no Acquisitions shall be permitted pursuant to this clause (v) during the Covenant Waiver Period. (vi) Investments in Rate Management Transactions related to the Loans or entered into in the ordinary course of business. (vii) Investments received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and so long as the Company (if the Company is party thereto) or a Guarantor (if the Company is not party thereto) is the surviving entity, the Company other disputes with customers and its Subsidiaries may acquire another entity suppliers arising in the same line ordinary course of business as the Company as described in Section 6.02(a) if:or other securities of a de minimis value. (iviii) at all times when Loans permitted by Section 6.11(vii). (ix) Other Investments in other Persons; provided that the Consolidated Leverage Ratio is greater than 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect basis) shall be less than or equal to 3.50 to 1.00; provided, further, that, notwithstanding the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b)foregoing, the purchase price for all such acquisitions no Investments shall be permitted pursuant to this clause (e)(iix) does not exceed, except with during the consent of the Required Lenders, $100,000,000 in cash (excluding consideration consisting of Capital Stock, the proceeds of the issuance of Capital Stock or Subordinated Indebtedness) in the aggregate over the term of the Agreement; (ii) at all times when the Consolidated Leverage Ratio is less than or equal to 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the Company and its Subsidiaries may make unlimited acquisitions; provided, however that in the event a transaction permitted pursuant to this clause (e)(ii) would, on a pro forma basis after giving effect thereto, cause the Consolidated Leverage Ratio to exceed 2.50, the portion of the cash purchase price with respect to such transaction attributed to causing the Consolidated Leverage Ratio to be greater than 2.50 shall only be permitted to be paid to the extent the Company has sufficient availability in the $100,000,000 basket set forth in clause (e)(i) to take into account such excess amount; provided, further, that with respect to any acquisition permitted pursuant to this Section 6.08(e)(ii), (i) the acquisition must be approved by the target entity’s board of directors, (ii) the Company must be in compliance with the Computation Covenants immediately after giving effect to such acquisition, (iii) the acquired entity must not have any environmental liabilities which, after giving effect to such acquisition, would reasonably be expected to result in a Material Adverse Effect and (iv) any Subsidiary acquired under this Section 6.08(e) (other than (a) a Foreign Subsidiary or (b) any Immaterial Subsidiary if the aggregate book value of the assets (other than intercompany obligations) of all Immaterial Subsidiaries acquired under this Section 6.08(e) since the Closing Date does not exceed $10,000,000) shall guarantee the Obligations, as contemplated by Section 10.09Covenant Waiver Period. (f) So long as immediately before and after giving effect thereto no Default exists, the Company and its Subsidiaries may make (i) Investments in Unrestricted Affiliates engaged in businesses contemplated by Section 6.02(a) and (ii) Investments consisting of contributions of Property to Unrestricted Affiliates, in an aggregate amount for all such Investments permitted pursuant to this clause (f) (calculated at net book value at the time of such Investment), when taken together with the aggregate amount of all Dispositions permitted pursuant to Section 6.10(e), not to exceed $100,000,000. (g) Loans or advances to employees of the Company in an amount not to exceed (i) $1,000,000 in the aggregate outstanding at any time for the purchase of capital stock of the Company and (ii) $5,000,000 in the aggregate outstanding at any time for all other purposes. (h) So long as immediately before and after giving effect thereto no Default exists, Investments of the Company and its Subsidiaries in foreign Wholly Owned Subsidiaries; provided, however, that other than with respect to Investments outstanding as of the Closing Date as described on Schedule 6.08(h), (i) such Investments shall not involve the transfer of substantial noncash assets from the Company and its domestic Subsidiaries to its Foreign Subsidiaries other than up to $35,000,000 in book value of foreign patents and foreign trademarks; and (ii) net cash Investments of the Company and its domestic Subsidiaries in Foreign Subsidiaries made pursuant to this Section 6.08(h) at any one time outstanding shall not exceed $125,000,000 in the aggregate. (i) So long as immediately before and after giving effect thereto no Default exists, and provided that the Company complies with Section 10.09, the Company may create a Wholly Owned Subsidiary that constitutes a holding company for the Company’s European Subsidiaries.

Investments and Acquisitions. Neither the Company nor Make any of its Subsidiaries shall have outstandingAcquisition or enter into any agreement to make any Acquisition, acquireor suffer to exist any Investment, commit itself to acquire or hold any Investment (including any Investment consisting of the acquisition of any business) (or become contractually committed to do so) except for the followingOTHER THAN: (a) Investments of the Company and its Subsidiaries in Wholly Owned Subsidiaries (a) which are domestic Subsidiaries as of the date of this Agreement or (b) which become domestic Wholly Owned Subsidiaries after existence on the Closing Date and become Guarantors to the extent required by Section 10.09; provided, however, that the aggregate book value of all assets (other than intercompany obligations) owned by Immaterial Subsidiaries shall not exceed $10,000,000.disclosed on Schedule 6.14; (b) Intercompany loans and advances from any Subsidiary to the Company or any Guarantor that, in the case Investments consisting of loans or advances from Foreign Subsidiaries, are subordinated to the Obligations in accordance with the Foreign Subsidiary Subordination Agreement.Cash Equivalents; (c) Investments in Cash Equivalents.consisting of advances to officers, managers, directors and employees of Borrower and the Subsidiaries for travel, entertainment, relocation and analogous ordinary business purposes; (d) Guarantees permitted Investments in Subsidiaries of Borrower; PROVIDED, HOWEVER, that Investments by Section 6.06.Borrower and its Subsidiaries made after the Closing Date in Colorado Grande Enterprises, Inc. shall not exceed $5,000,000 in aggregate per Fiscal Year; (e) So long as immediately before and after giving effect thereto no Default exists, and so long as Investments consisting of or evidencing the Company (if the Company is party thereto) extension of credit to customers or a Guarantor (if the Company is not party thereto) is the surviving entity, the Company suppliers of Borrower and its Subsidiaries may acquire another entity in the same line ordinary course of business as and any Investments received in satisfaction or partial satisfaction thereof; (f) Investments received in connection with the Company as described settlement of a bona fide dispute with another Person; (g) Investments representing all or a portion of the sales price of Property sold or services provided to another Person in the ordinary course of business; (h) Investments consisting of Contingent Obligations permitted by Section 6.02(a) if:6.9, and to the extent that no Default or Event of Default has occurred and remains continuing, payments thereunder; (i) at all times when Investments made following the Consolidated Leverage Ratio is greater than 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the purchase price for all such acquisitions permitted pursuant to this clause (e)(i) does not exceed, except with the consent of the Required Lenders, $100,000,000 in cash (excluding consideration consisting of Capital Stock, the proceeds of the issuance of Capital Stock or Subordinated Indebtedness) Closing Date in the IGT Joint Venture in an aggregate over the term of the Agreementamount not to exceed $25,000,000; (iij) at all times when the Consolidated Leverage Ratio is less than or equal to 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders Investments in accordance with Sections 6.04(a) or 6.04(b), the Company and its Subsidiaries may make unlimited acquisitions; provided, however that in the event a transaction permitted pursuant to this clause (e)(ii) would, on a pro forma basis after giving effect thereto, cause the Consolidated Leverage Ratio to exceed 2.50, the portion of the cash purchase price Swap Agreements with respect to such transaction attributed to causing the Consolidated Leverage Ratio to be greater than 2.50 shall only be permitted to be paid to the extent the Company has sufficient availability Obligations and other floating rate Indebtedness of Borrower and its Subsidiaries; and (k) Acquisitions made when no Default or Event or Default exists of Persons engaged primarily in the $100,000,000 basket set forth same or similar lines of business as Borrower and its existing Subsidiaries (and existing Investments of such Persons whether or not primarily related to such business) or of assets used in clause (e)(i) to take into account such excess amount; providedbusinesses, further, PROVIDED that with respect to any acquisition permitted pursuant to this Section 6.08(e)(ii), (i) the acquisition must be approved consideration paid (net of Cash and Cash Equivalents acquired) by the target entity’s board of directors, (ii) the Company must be in compliance with the Computation Covenants immediately after giving effect to such acquisition, (iii) the acquired entity must not have any environmental liabilities which, after giving effect to such acquisition, would reasonably be expected to result in a Material Adverse Effect and (iv) any Subsidiary acquired under this Section 6.08(e) (other than (a) a Foreign Subsidiary or (b) any Immaterial Subsidiary if the aggregate book value of the assets (other than intercompany obligations) of all Immaterial Subsidiaries acquired under this Section 6.08(e) since the Closing Date does not exceed $10,000,000) shall guarantee the Obligations, as contemplated by Section 10.09. (f) So long as immediately before and after giving effect thereto no Default exists, the Company Borrower and its Subsidiaries may make (i) Investments in Unrestricted Affiliates engaged in businesses contemplated by Section 6.02(a) and (ii) Investments consisting of contributions of Property to Unrestricted Affiliates, in an aggregate amount for all such Investments permitted pursuant to this clause (f) (calculated at net book value at the time of such Investment), when taken together with the aggregate amount of all Dispositions permitted pursuant to Section 6.10(e), not to exceed $100,000,000. (g) Loans or advances to employees Acquisitions consists solely of the Company in an amount not to exceed (i) $1,000,000 in the aggregate outstanding at any time for the purchase of capital stock of the Company Borrower or Cash and (ii) other Property having an aggregate value not in excess of $5,000,000 in the aggregate outstanding at 150,000,000 during any time for all other purposes. (h) So long as immediately before and after giving effect thereto no Default exists, Investments of the Company and its Subsidiaries in foreign Wholly Owned Subsidiaries; provided, however, that other than with respect to Investments outstanding as of the Closing Date as described on Schedule 6.08(h), (i) such Investments shall not involve the transfer of substantial noncash assets from the Company and its domestic Subsidiaries to its Foreign Subsidiaries other than up to $35,000,000 in book value of foreign patents and foreign trademarksFiscal Year; and (ii) net cash Investments giving pro forma effect to the making of such Acquisition as of the Company last day of the then most recently ended Fiscal Quarter, Borrower is in pro forma compliance with Sections 6.11 and its domestic Subsidiaries in Foreign Subsidiaries made pursuant to this Section 6.08(h) at any one time outstanding shall not exceed $125,000,000 in the aggregate6.12. (i) So long as immediately before and after giving effect thereto no Default exists, and provided that the Company complies with Section 10.09, the Company may create a Wholly Owned Subsidiary that constitutes a holding company for the Company’s European Subsidiaries.

Investments and Acquisitions. Neither The Borrower will not, nor will it permit any Subsidiary to, make or suffer to exist any Investments (including, without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to become or remain a partner in any partnership or joint venture, or to make any Acquisition, except: (i) Cash Equivalent Investments. (ii) Existing Investments in Subsidiaries, and other Investments in existence on the Company nor date hereof and described in Schedule 6.15. (iii) Investments in the Borrower or any Guarantor, and Investments by any Subsidiary that is not a Guarantor in any other Subsidiary that is not a Guarantor. (iv) Investments of its Subsidiaries shall have outstandinginsurance premium revenues by Neighborhood Insurance, acquire, commit itself to acquire Inc. (v) Investments resulting from the transfers permitted by Section 6.14(iv). (vi) Investments resulting from Financial Contracts entered into in the ordinary course of business and which do not violate the terms of Section 6.18. (vii) Acquisitions meeting the following requirements or hold any Investment otherwise approved by the Required Lenders (including any Investment consisting of the acquisition of any business) (or become contractually committed to do so) except for the following:each such Acquisition constituting a "Permitted Acquisition"): (a) Investments of the Company and its Subsidiaries in Wholly Owned Subsidiaries (a) which are domestic Subsidiaries as of the date of this Agreement the consummation of such Acquisition, no Default or (b) which become domestic Wholly Owned Subsidiaries after Unmatured Default shall have occurred and be continuing or would result from such Acquisition, and the Closing Date representation and become Guarantors to the extent required by warranty contained in Section 10.09; provided, however, that the aggregate book value of all assets (other than intercompany obligations) owned by Immaterial Subsidiaries 5.10 shall not exceed $10,000,000. (b) Intercompany loans and advances from any Subsidiary to the Company or any Guarantor that, in the case of loans or advances from Foreign Subsidiaries, are subordinated to the Obligations in accordance with the Foreign Subsidiary Subordination Agreement. (c) Investments in Cash Equivalents. (d) Guarantees permitted by Section 6.06. (e) So long as immediately be true both before and after giving effect thereto no Default existsto such Acquisition; (b) such Acquisition is consummated on a non-hostile basis pursuant to a negotiated acquisition agreement approved by the board of directors or other applicable governing body of the seller or entity to be acquired, and so long as no material challenge to such Acquisition (excluding the Company exercise of appraisal rights) shall be pending or threatened by any shareholder or director of the seller or entity to be acquired; (if c) the Company business to be acquired in such Acquisition is party thereto) similar or a Guarantor (if related to one or more of the Company is not party thereto) is lines of business in which the surviving entity, the Company Borrower and its Subsidiaries may acquire another entity are engaged on the Closing Date; (d) as of the date of the consummation of such Acquisition, all material approvals required in connection therewith shall have been obtained; and (e) in the same line case of business as any Permitted Acquisition having a Purchase Price (including the Company as described in Section 6.02(avalue of treasury stock of the Borrower repurchased prior to the Closing Date) if: (i) at all times when the Consolidated Leverage Ratio is greater than 2.50 for $75,000,000, not less than five (5) days prior to the most recent period consummation of four consecutive fiscal quarters (calculated on such Permitted Acquisition, the Borrower shall have delivered to the Administrative Agent, a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the purchase price for all such acquisitions permitted pursuant to this clause (e)(i) does not exceed, except with the consent of the Required Lenders, $100,000,000 in cash (excluding consideration consisting of Capital Stock, the proceeds of the issuance of Capital Stock or Subordinated Indebtedness) compliance certificate in the aggregate over the term form of the Agreement; (ii) at all times when the Consolidated Leverage Ratio is less than or equal to 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for Exhibit B hereto, which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the Company and its Subsidiaries may make unlimited acquisitions; provided, however that in the event a transaction permitted pursuant to this clause (e)(ii) wouldshall reflect that, on a pro forma basis after giving effect thereto, cause the Consolidated Leverage Ratio to exceed 2.50basis, the portion of the cash purchase price with respect to such transaction attributed to causing the Consolidated Leverage Ratio to be greater than 2.50 shall only be permitted to be paid to the extent the Company has sufficient availability in the $100,000,000 basket set forth in clause (e)(i) to take into account such excess amount; provided, further, that with respect to any acquisition permitted pursuant to this Section 6.08(e)(ii), (i) the acquisition must be approved by the target entity’s board of directors, (ii) the Company must be Borrower would have been in compliance with the Computation Covenants immediately after financial covenants set forth in Section 6.21 for the four fiscal quarter period reflected in the compliance certificate most recently delivered to the Administrative Agent pursuant to Section 6.1(iii) prior to the consummation of such Permitted Acquisition (giving effect to such acquisitionPermitted Acquisition and all Credit Extensions funded in connection therewith as if made on the first day of such period). (viii) Investments, (iii) either in the acquired entity must not have any environmental liabilities whichform of loans to franchisees or reimbursement obligations from franchisees, after giving effect to such acquisition, would reasonably be expected to result in a Material Adverse Effect and (iv) any Subsidiary acquired arising from obligations under this Section 6.08(e) (other than (a) a Foreign Subsidiary the Master Agreement and Limited Guaranty dated as of June 1, 2004, executed by the Borrower in favor of Citicorp Leasing, Inc. or (b) any Immaterial Subsidiary if other similar programs, to the aggregate book value of the assets (other than intercompany obligations) of all Immaterial Subsidiaries acquired under this Section 6.08(e) since the Closing Date does not exceed $10,000,000) shall guarantee the Obligations, as contemplated by Section 10.09. (f) So long as immediately before and after giving effect thereto no Default exists, the Company and its Subsidiaries may make (i) Investments in Unrestricted Affiliates engaged in businesses contemplated by Section 6.02(a) and (ii) Investments consisting of contributions of Property to Unrestricted Affiliates, in an aggregate amount for all such Investments permitted pursuant to this clause (f) (calculated at net book value at the time of such Investment), when taken together with extent the aggregate amount of all Dispositions permitted pursuant to Section 6.10(e), such investments does not to exceed $100,000,00050,000,000 at any time outstanding. (gix) Loans Investments by the Borrower or any Guarantor in any Subsidiary that is not a Guarantor, Investments in joint ventures, Investments in franchisees of the Borrower or any Subsidiary and other Investments in any other Persons, loans or advances made by the Borrower or any of its Subsidiaries to employees and officers of the Company in an Borrower or of any of the Borrower's Subsidiaries or to any other Persons, provided that all of the foregoing shall not exceed the amount not to exceed (i) of $1,000,000 40,000,000 in the aggregate outstanding at any time for the purchase of capital stock of the Company and (ii) $5,000,000 in the aggregate outstanding at any time for all other purposes. (h) So long as immediately before and after giving effect thereto no Default exists, Investments of the Company and its Subsidiaries in foreign Wholly Owned Subsidiaries; provided, however, that other than with respect to Investments outstanding as of the Closing Date as described on Schedule 6.08(h), (i) such Investments shall not involve the transfer of substantial noncash assets from the Company and its domestic Subsidiaries to its Foreign Subsidiaries other than up to $35,000,000 in book value of foreign patents and foreign trademarks; and (ii) net cash Investments of the Company and its domestic Subsidiaries in Foreign Subsidiaries made pursuant to this Section 6.08(h) at any one time outstanding shall not exceed $125,000,000 in the aggregateoutstanding. (ix) So long as immediately before and after giving effect thereto no Default existsThe Borrower's Investment in Industrial Revenue Bonds issued by the City of Lenexa, Kansas, in connection with the Borrower's proposed sale to the city, and provided that leaseback from the Company complies with Section 10.09city, of the Company may create a Wholly Owned Subsidiary that constitutes a holding company for the Company’s European Subsidiariesproperty located at 00000 Xxxxxx Xxxx, Lenexa, Kansas.

Investments and Acquisitions. Neither the Company nor The Borrower will not, and will not permit any of its Subsidiaries shall have outstandingSubsidiary to, acquire, commit itself make or suffer to acquire or hold exist any Investment Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of any Person, except: 6.13.1 Cash and Cash Equivalent Investments and other Investments that comply with the Borrower’s investment policy as in effect on the Closing Date, a copy of which the Borrower has provided to the Administrative Agent. 6.13.2 Investments in existence on the Closing Date and described in Schedule 6.13 and any renewal or extension of any such Investments that does not increase the amount of the Investment being renewed or extended as determined as of such date of renewal or extension. 6.13.3 Investments in trade receivables or other investments 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. 6.13.4 Investments consisting of intercompany loans permitted under Section 6.14.6. 6.13.5 All Acquisitions meeting the acquisition of any business) following requirements or otherwise approved by the Required Lenders (or become contractually committed to do so) except for the following:each such Acquisition constituting a “Permitted Acquisition”): (a) Investments of the Company and its Subsidiaries in Wholly Owned Subsidiaries (a) which are domestic Subsidiaries as of the date of this Agreement the consummation of such Acquisition, no Default or (b) which become domestic Wholly Owned Subsidiaries after Unmatured Default shall have occurred and be continuing or would result from such Acquisition, and the Closing Date representation and become Guarantors to the extent required by warranty contained in Section 10.09; provided, however, that the aggregate book value of all assets (other than intercompany obligations) owned by Immaterial Subsidiaries 5.11 shall not exceed $10,000,000. (b) Intercompany loans and advances from any Subsidiary to the Company or any Guarantor that, in the case of loans or advances from Foreign Subsidiaries, are subordinated to the Obligations in accordance with the Foreign Subsidiary Subordination Agreement. (c) Investments in Cash Equivalents. (d) Guarantees permitted by Section 6.06. (e) So long as immediately be true both before and after giving effect thereto no Default existsto such Acquisition; (b) such Acquisition is consummated on a non-hostile basis pursuant to a negotiated acquisition agreement approved by the board of directors or other applicable governing body of the seller or entity to be acquired, and so long no material challenge to such Acquisition (excluding the exercise of appraisal rights) shall be pending or threatened in writing by any shareholder or director of the seller or entity to be acquired; (c) the business to be acquired in such Acquisition is similar or related to one or more of the lines of business in which the Borrower and the Subsidiaries are engaged on the Closing Date; (d) as of the Company date of the consummation of such Acquisition, all material governmental and corporate approvals required in connection therewith shall have been obtained; (e) the Borrower shall be in compliance with the financial covenants set forth in Sections 6.20 and 6.21 for the four fiscal quarter period reflected in the compliance certificate most recently delivered to the Administrative Agent pursuant to Section 6.1.3 prior to the consummation of such Acquisition (after giving effect to such Acquisition and the issuance or assumption of any Indebtedness in connection therewith, in each case as if consummated on the Company is party theretofirst day of such period); (f) with respect to each Permitted Acquisition with respect to which the Purchase Price shall be greater than $200,000,000, not less than fifteen (15) days prior to the consummation of such Permitted Acquisition, the Borrower shall have delivered to the Administrative Agent a pro forma consolidated balance sheet, income statement and cash flow statement of the Borrower and the Subsidiaries (the “Acquisition Pro Forma”), based on the Borrower’s most recent financial statements delivered pursuant to Section 6.1.1 and using historical financial statements for the acquired entity provided by the seller(s) or a Guarantor (if the Company is not party thereto) is the surviving entitywhich shall be complete and shall fairly present, in all material respects, the Company financial condition and results of operations and cash flows of the Borrower and its Subsidiaries may acquire another entity in accordance with Agreement Accounting Principles, but taking into account such Permitted Acquisition and the repayment of any Indebtedness in connection with such Permitted Acquisition, and such Acquisition Pro Forma shall reflect that, on a pro forma basis, the Borrower would have been in compliance with the financial covenants set forth in Sections 6.20 and 6.21 for the four fiscal quarter period reflected in the same line compliance certificate most recently delivered to the Administrative Agent pursuant to Section 6.1.3 prior to the consummation of business such Permitted Acquisition (giving effect to such Permitted Acquisition as if made on the Company as described first day of such period); and (g) the Borrower shall deliver to the Administrative Agent, in Section 6.02(a) ifform and substance acceptable to the Administrative Agent: (i) at all times when concurrently with the Consolidated Leverage Ratio is greater than 2.50 for the most recent period consummation of four consecutive fiscal quarters (calculated on a pro forma basis giving effect each such Permitted Acquisition, to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are extent required to have been) furnished under 6.23, a supplement to the Lenders in accordance with Sections 6.04(a) or 6.04(b), Guaranty if the purchase price for all such acquisitions permitted pursuant to this clause (e)(i) does not exceed, except with the consent of the Required Lenders, $100,000,000 in cash (excluding consideration consisting of Capital Stock, the proceeds of the issuance Permitted Acquisition is an Acquisition of Capital Stock or Subordinated Indebtedness) in and the aggregate over target company will not be merged with the term of the Agreement;Borrower; and (ii) at all times when the Consolidated Leverage Ratio is less than on or equal to 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect prior to the proposed acquisition as if consummation of each such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the Company and its Subsidiaries may make unlimited acquisitions; provided, however that in the event a transaction permitted pursuant to this clause (e)(ii) would, on a pro forma basis after giving effect thereto, cause the Consolidated Leverage Ratio to exceed 2.50, the portion of the cash purchase price Permitted Acquisition with respect to such transaction attributed to causing which the Consolidated Leverage Ratio to Purchase Price shall be greater than 2.50 shall only be permitted to be paid to $200,000,000: (A) the extent financial statements of the Company has sufficient availability target entity together with any pro forma financial statements, projections, forecasts and budgets prepared by the Borrower in connection therewith; (B) a copy of the $100,000,000 basket set forth in clause acquisition agreement for such Acquisition, together with drafts of the material schedules thereto; (e)(iC) to take into account such excess amount; provideda copy of all documents, further, that instruments and agreements with respect to any acquisition Indebtedness to be incurred or assumed in connection with such Acquisition; and (D) such other documents or information as shall be reasonably requested by the Administrative Agent or any Lender 6.13.6 Investments constituting promissory notes and other non-cash consideration received in connection with any transfer of assets permitted pursuant under Section 6.12.7. 6.13.7 Customer advances in the ordinary course of business. 6.13.8 Extensions of customer or trade credit in the ordinary course of business consistent with the Borrower’s and the Subsidiaries’ past practices. 6.13.9 Investments constituting Rate Management Transactions permitted under Section 6.17. 6.13.10 Subject to this Section 6.08(e)(ii6.24, the creation or formation of new Subsidiaries (as opposed to the Acquisition of new Subsidiaries), (i) the so long as all applicable requirements under Section 6.23 shall have been, or concurrently therewith are, satisfied. 6.13.11 Investments constituting expenditures for any purchase or other acquisition must of any asset which would be approved by the target entity’s board of directors, (ii) the Company must be in compliance with the Computation Covenants immediately after giving effect to such acquisition, (iii) the acquired entity must not have any environmental liabilities which, after giving effect to such acquisition, would reasonably be expected to result in classified as a Material Adverse Effect and (iv) any Subsidiary acquired under this Section 6.08(e) (other than (a) fixed or capital asset on a Foreign Subsidiary or (b) any Immaterial Subsidiary if the aggregate book value consolidated balance sheet of the assets (other than intercompany obligations) of all Immaterial Subsidiaries acquired under this Section 6.08(e) since the Closing Date does not exceed $10,000,000) shall guarantee the Obligations, as contemplated by Section 10.09. (f) So long as immediately before and after giving effect thereto no Default exists, the Company Borrower and its Subsidiaries may make (i) Investments prepared in Unrestricted Affiliates engaged in businesses contemplated by Section 6.02(a) and (ii) Investments consisting of contributions of Property accordance with Agreement Accounting Principles to Unrestricted Affiliates, in an aggregate amount for all such Investments the extent otherwise permitted pursuant to under this clause (f) (calculated at net book value at the time of such Investment), when taken together with the aggregate amount of all Dispositions permitted pursuant to Section 6.10(e), not to exceed $100,000,000Agreement. (g) Loans or advances to employees of the Company in an amount not to exceed (i) $1,000,000 in the aggregate outstanding at any time for the purchase of capital stock of the Company and (ii) $5,000,000 in the aggregate outstanding at any time for all other purposes. (h) So long as immediately before and after giving effect thereto no Default exists, Investments of the Company and its Subsidiaries in foreign Wholly Owned Subsidiaries; provided, however, that other than with respect to Investments outstanding as of the Closing Date as described on Schedule 6.08(h), (i) such Investments shall not involve the transfer of substantial noncash assets from the Company and its domestic Subsidiaries to its Foreign Subsidiaries other than up to $35,000,000 in book value of foreign patents and foreign trademarks; and (ii) net cash Investments of the Company and its domestic Subsidiaries in Foreign Subsidiaries made pursuant to this Section 6.08(h) at any one time outstanding shall not exceed $125,000,000 in the aggregate. (i) So long as immediately before and after giving effect thereto no Default exists, and provided that the Company complies with Section 10.09, the Company may create a Wholly Owned Subsidiary that constitutes a holding company for the Company’s European Subsidiaries.

Investments and Acquisitions. Neither the The Company nor will not, and will not permit any of its Subsidiaries shall have outstandingto, acquire, commit itself make or suffer to acquire or hold exist any Investment in any Person or purchase or otherwise acquire (including in one transaction or a series of transactions) any Investment consisting of the acquisition assets of any business) (or become contractually committed to do so) except for the followingother Person constituting a business unit, except: (a) Permitted Investments; (b) Investments (other than Investments permitted under clauses (a) and (c) of this Section) existing on the Effective Date and set forth on Schedule 7.06; (c) Investments by (i) the Company in any Subsidiary or (ii) any Subsidiary in the Company or any other Subsidiary (including any Guarantee of Indebtedness of the Company and its Subsidiaries in Wholly Owned Subsidiaries (a) which are domestic Subsidiaries or any Subsidiary, as of the date of this Agreement or (b) which become domestic Wholly Owned Subsidiaries after the Closing Date and become Guarantors to the extent required by Section 10.09applicable); provided, however, provided that the aggregate book value amount of all assets (other than intercompany obligations) owned such Investments by Immaterial the Loan Parties in Subsidiaries that are not consolidated under GAAP on the Company’s consolidated balance sheet, shall not exceed $10,000,000.; (bd) Intercompany loans Indebtedness permitted by Section 7.01; (e) Purchases of inventory and advances from any Subsidiary other property to be sold or used in the ordinary course of business; (f) Acquisitions after the Effective Date by the Company or any Guarantor that, in the case of loans or advances from Foreign Subsidiaries, are subordinated to the Obligations in accordance with the Foreign Subsidiary Subordination Agreement. (c) Investments in Cash Equivalents. (d) Guarantees permitted by Section 6.06. (e) So long as immediately before and after giving effect thereto no Default exists, and so long as the Company (if the Company is party thereto) or a Guarantor (if the Company is not party thereto) is the surviving entity, the Company and its Subsidiaries may acquire another entity in the same line of business as the Company as described in Section 6.02(a) if: Subsidiary; provided that (i) at all times when if any such Acquisition is an acquisition of Capital Stock of a Person, such Acquisition shall not be opposed by the board of directors (or similar governing body) of such Person, (ii) no Default shall have then occurred and be continuing or would result therefrom, (iii) the aggregate amount of such Acquisitions after the Effective Date shall not exceed $10,000,000, (iv) with respect to any Acquisition, the Consolidated Leverage Ratio is on the last day of such period would not have been greater than 2.50 for 2.00 to 1.0 and the Consolidated Fixed Charge Coverage Ratio on the last day of such period would have been greater than 1.30 to 1.0 (each as determined on a pro forma basis after giving effect to such Acquisition as if such Acquisition had occurred on the first day of the most recent period of four consecutive fiscal quarters quarters), (calculated on a pro forma basis giving effect v) the requirements of Section 6.11 applicable to such Person (if any) shall be satisfied and (vi) at least ten days prior to the proposed acquisition as if consummation of any such acquisition had been consummated at Acquisition, the beginning Administrative Agent shall have received a certificate of such period) for which financial reports have been (or are a Responsible Officer setting forth the calculations required to have been) furnished to the Lenders in accordance determine compliance with Sections 6.04(a) or 6.04(b), the purchase price for all such acquisitions permitted pursuant to this clause (e)(iiv) does not exceedabove, except with if applicable, and certifying that the consent of the Required Lenders, $100,000,000 in cash (excluding consideration consisting of Capital Stock, the proceeds of the issuance of Capital Stock or Subordinated Indebtedness) in the aggregate over the term of the Agreement; (ii) at all times when the Consolidated Leverage Ratio is less than or equal to 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the Company and its Subsidiaries may make unlimited acquisitions; provided, however that in the event a transaction permitted pursuant to this clause (e)(ii) would, on a pro forma basis after giving effect thereto, cause the Consolidated Leverage Ratio to exceed 2.50, the portion of the cash purchase price with respect to such transaction attributed to causing the Consolidated Leverage Ratio to be greater than 2.50 shall only be permitted to be paid to the extent the Company has sufficient availability in the $100,000,000 basket conditions set forth in clause (e)(i) to take into account such excess amount; provided, further, that with respect to any acquisition permitted pursuant to this Section 6.08(e)(ii), (i) the acquisition must be approved by the target entity’s board of directors, (ii) the Company must be in compliance with the Computation Covenants immediately after giving effect to such acquisition, (iii) the acquired entity must not have any environmental liabilities which, after giving effect to such acquisition, would reasonably be expected to result in a Material Adverse Effect and (iv) any Subsidiary acquired under this Section 6.08(e) (other than (a) a Foreign Subsidiary or (b) any Immaterial Subsidiary if the aggregate book value of the assets (other than intercompany obligations) of all Immaterial Subsidiaries acquired under this Section 6.08(e) since the Closing Date does not exceed $10,000,000) shall guarantee the Obligations, as contemplated by Section 10.09. (f) So long as immediately before and after giving effect thereto no Default exists, the Company and its Subsidiaries may make (i) Investments in Unrestricted Affiliates engaged in businesses contemplated by Section 6.02(a) and (ii) Investments consisting of contributions of Property to Unrestricted Affiliates, in an aggregate amount for all such Investments permitted pursuant to this clause (f) (calculated at net book value at the time of with respect to such Investment), when taken together with the aggregate amount of all Dispositions permitted pursuant to Section 6.10(e), not to exceed $100,000,000Acquisition have been satisfied. (g) Loans or advances to employees of the Company in an amount not to exceed (i) $1,000,000 in the aggregate outstanding at any time for the purchase of capital stock of the Company and (ii) $5,000,000 in the aggregate outstanding at any time for all other purposes.Investments under Swap Agreements permitted by Section 7.10; (h) So long as immediately before bona fide advances to employees and after giving effect thereto no Default exists, Investments officers of the Company and its Subsidiaries in foreign Wholly Owned Subsidiaries; providedfor the purpose of paying payroll, howevertravel, that other than with respect to Investments outstanding as relocation and related expenses incurred for proper business purposes of the Closing Date as described on Schedule 6.08(h), Company or such Subsidiary; (i) Investments received by the Company and its Subsidiaries in connection with any Disposition permitted by Section 7.04; (j) Investments held by any Person that becomes a Subsidiary after the date hereof; provided that (i) such Investments shall exist at the time such Person becomes a Subsidiary and are not involve the transfer created in contemplation of substantial noncash assets from the Company and its domestic Subsidiaries to its Foreign Subsidiaries other than up to $35,000,000 or in book value of foreign patents and foreign trademarks; connection with such Person becoming a Subsidiary and (ii) net cash such Investments shall not be increased after such time unless such increase is permitted by another clause of this Section; (k) Investments (including debt obligations) received by the Company Borrower and its domestic Subsidiaries in Foreign Subsidiaries made pursuant to this Section 6.08(hconnection with the bankruptcy or reorganization of suppliers and/or customers and in good faith settlement of delinquent obligations of, and other disputes with, customers and/or suppliers arising in the ordinary course of business; (l) Investments in any joint venture that is not a Subsidiary; provided that (i) the aggregate amount (valued at any one time outstanding cost) of all such Investments shall not exceed $125,000,000 in the aggregate.15,000,000 and (ii) no Default shall have then occurred and be continuing or would result therefrom; and (im) So long as immediately before and after giving effect thereto no Default exists, and provided that the Company complies with other Investments (other than Investments of a type referred to in Section 10.09, the Company may create a Wholly Owned Subsidiary that constitutes a holding company for the Company’s European Subsidiaries7.06(l)) in an aggregate amount (valued at cost) not exceeding $5,000,000.

Investments and Acquisitions. Neither (a) The Borrower shall not, and shall cause its Subsidiaries not to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Investments in Cash and Cash Equivalents; (ii) Investments described in Schedule 6.06; (iii) Investments consisting of Hedge Agreements; provided, that the Company nor any of Borrower and its Subsidiaries shall have outstanding, acquire, commit itself to acquire or hold any Investment (including any Investment consisting not enter into Hedge Agreements that result in more than 75% of the acquisition of any business) (aggregate outstanding Loans under this Agreement being effectively subject to a fixed or become contractually committed to do so) except for the following:capped interest rate; and (aiv) other Investments of during the Company and its Subsidiaries in Wholly Owned Subsidiaries (a) which are domestic Subsidiaries as of the date term of this Agreement or (b) which become domestic Wholly Owned Subsidiaries after in an aggregate amount not to exceed budgeted Investments set forth in the Closing Date and become Guarantors to the extent required by Section 10.09; provided, however, that the aggregate book value of all assets (other than intercompany obligations) owned by Immaterial Subsidiaries shall not exceed $10,000,000Projections. (b) Intercompany loans Parent Guarantor and advances from any Subsidiary to the Company or any Guarantor that, in the case of loans or advances from Foreign Subsidiaries, are subordinated to the Obligations in accordance with the Foreign Subsidiary Subordination Agreement. (c) Investments in Cash Equivalents. (d) Guarantees permitted by Section 6.06. (e) So long as immediately before and after giving effect thereto no Default existsHoldings shall not, and so long as shall cause their respective Subsidiaries (excluding the Company (if the Company is party thereto) or a Guarantor (if the Company is not party thereto) is the surviving entity, the Company Borrower and its Subsidiaries may acquire another entity Subsidiaries) not to, directly or indirectly, make or own any Investment in the same line of business as the Company as described in Section 6.02(a) ifany Person, including any Joint Venture, except: (i) at all times when the Consolidated Leverage Ratio is greater than 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders Investments in accordance with Sections 6.04(a) or 6.04(b), the purchase price for all such acquisitions permitted pursuant to this clause (e)(i) does not exceed, except with the consent of the Required Lenders, $100,000,000 in cash (excluding consideration consisting of Capital Stock, the proceeds of the issuance of Capital Stock or Subordinated Indebtedness) in the aggregate over the term of the AgreementCash and Cash Equivalents; (ii) at all times when the Consolidated Leverage Ratio is less than or equal loans and advances to 2.50 for the most recent period employees of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the Company Parent Guarantor and its Subsidiaries may make unlimited acquisitions; provided, however that made in the event a transaction permitted pursuant to this clause (e)(ii) wouldordinary course of business consistent with past practices, on a pro forma basis after giving effect theretoin each case for travel and entertainment expenses, cause the Consolidated Leverage Ratio relocation costs and similar purposes in an individual amount for any employee not to exceed 2.50, the portion of the cash purchase price with respect $50,000 and in an aggregate principal amount not to such transaction attributed to causing the Consolidated Leverage Ratio to be greater than 2.50 shall only be permitted to be paid to the extent the Company has sufficient availability in the exceed $100,000,000 basket set forth in clause (e)(i) to take into account such excess amount; provided, further, that with respect to 150,000 at any acquisition permitted pursuant to this Section 6.08(e)(ii), (i) the acquisition must be approved by the target entity’s board of directors, (ii) the Company must be in compliance with the Computation Covenants immediately after giving effect to such acquisition, one time outstanding; (iii) the acquired entity must not have any environmental liabilities which, after giving effect to such acquisition, would reasonably be expected to result in a Material Adverse Effect and Parent Guarantor Permitted Acquisitions; (iv) any Subsidiary acquired under this Section 6.08(e) (the Equity Contribution and other than (a) a Foreign Subsidiary or (b) any Immaterial Subsidiary if cash equity contributions to the aggregate book value of the assets (other than intercompany obligations) of all Immaterial Subsidiaries acquired under this Section 6.08(e) since the Closing Date does not exceed $10,000,000) shall guarantee the Obligations, as contemplated by Section 10.09. (f) So long as immediately before and after giving effect thereto no Default exists, the Company Borrower and its Subsidiaries may make pursuant to the Projections; (iv) Investments described in Unrestricted Affiliates engaged in businesses contemplated by Section 6.02(a) and Schedule 6.06; (iivi) Investments consisting of contributions of Property to Unrestricted AffiliatesInterest Rate Agreements, in an aggregate amount for all such Investments permitted pursuant to this clause (f) (calculated at net book value at the time of such Investment), when taken together with the aggregate amount of all Dispositions permitted pursuant to Section 6.10(e), not to exceed $100,000,000. (g) Loans or advances to employees of the Company in an amount not to exceed (i) $1,000,000 in the aggregate outstanding at any time for the purchase of capital stock of the Company Currency Agreements and (ii) $5,000,000 in the aggregate outstanding at any time for all other purposes. (h) So long as immediately before and after giving effect thereto no Default exists, Investments of the Company and its Subsidiaries in foreign Wholly Owned SubsidiariesPower Hedging Agreements; provided, howeverthat such Interest Rate Agreements, that other than Currency Agreements and Power Hedging Agreements are entered into with respect to an Acceptable Hedging Counterparty; and (vii) Investments outstanding as of made by Parent Guarantor, either directly or indirectly through its Subsidiaries (excluding the Closing Date as described on Schedule 6.08(hBorrower, Alden or Xxxxxxx), (i) such Investments shall not involve the transfer in any of substantial noncash assets from the Company and its domestic Subsidiaries to its Foreign Subsidiaries other than up to $35,000,000 in book value of foreign patents and foreign trademarks; and (ii) net cash Investments of the Company and its domestic Subsidiaries in Foreign Subsidiaries made pursuant to this Section 6.08(h) at any one time outstanding shall not exceed $125,000,000 in the aggregate. (i) So long as immediately before and after giving effect thereto no Default exists, and provided that the Company complies with Section 10.09, the Company may create a Wholly Owned Subsidiary that constitutes a holding company for the Company’s European Subsidiaries.

Investments and Acquisitions. Neither the Company nor The Borrower will not, and will not permit any of its Subsidiaries shall have outstandingto, acquire, commit itself make or suffer to acquire or hold exist any Investment in any Person or purchase or otherwise acquire (including in one transaction or a series of transactions) any Investment consisting of the acquisition assets of any other Person constituting a business) (or become contractually committed to do so) except for the following, except: (a) Investments of the Company and its Subsidiaries in Wholly Owned Subsidiaries (a) which are domestic Subsidiaries as of the date of this Agreement or (b) which become domestic Wholly Owned Subsidiaries after the Closing Date and become Guarantors to the extent required by Section 10.09; provided, however, that the aggregate book value of all assets (other than intercompany obligations) owned by Immaterial Subsidiaries shall not exceed $10,000,000.Cash Equivalents; (b) Intercompany loans Investments (other than Investments permitted under clauses (a) and advances from any Subsidiary to the Company or any Guarantor that, in the case of loans or advances from Foreign Subsidiaries, are subordinated to the Obligations in accordance with the Foreign Subsidiary Subordination Agreement. (c) Investments in Cash Equivalents. (d) Guarantees permitted by Section 6.06. (eof this Section) So long as immediately before existing on the date hereof and after giving effect thereto no Default exists, and so long as the Company (if the Company is party thereto) or a Guarantor (if the Company is not party thereto) is the surviving entity, the Company and its Subsidiaries may acquire another entity in the same line of business as the Company as described in Section 6.02(a) if:set forth on Schedule 7.06; (i) at all times when the Consolidated Leverage Ratio is greater than 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders Investments by any Loan Party in accordance with Sections 6.04(a) or 6.04(b), the purchase price for all such acquisitions permitted pursuant to this clause (e)(i) does not exceed, except with the consent of the Required Lenders, $100,000,000 in cash (excluding consideration consisting of Capital Stock, the proceeds of the issuance of Capital Stock or Subordinated Indebtedness) in the aggregate over the term of the Agreement; any other Loan Party; and (ii) at all times when the Consolidated Leverage Ratio is less than or equal to 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the Company and its Subsidiaries may make unlimited acquisitions; provided, however that in the event a transaction permitted pursuant to this clause (e)(ii) would, on a pro forma basis after giving effect thereto, cause the Consolidated Leverage Ratio to exceed 2.50, the portion of the cash purchase price with respect to such transaction attributed to causing the Consolidated Leverage Ratio to be greater than 2.50 shall only be permitted to be paid to the extent the Company has sufficient availability in the $100,000,000 basket set forth in clause (e)(i) to take into account such excess amount; provided, further, that with respect to any acquisition permitted pursuant to this Section 6.08(e)(ii), (i) the acquisition must be approved Investments by the target entity’s board Borrower or any Subsidiary in any Subsidiary that is not a Loan Party; provided that that the aggregate amount of directors, Investments by the Loan Parties in Subsidiaries that are not Loan Parties under clause (ii) the Company must be in compliance above, together with the Computation Covenants immediately after giving effect to such acquisition, (iiix) the acquired entity must aggregate principal amount of Indebtedness owing to the Loan Parties incurred under Section 7.01(c)(ii) and (y) the aggregate principal amount of Permitted Acquisition Consideration paid for Permitted Acquisitions of or in any Subsidiary that shall not have any environmental liabilities whichbe or, after giving effect to such acquisitionPermitted Acquisition, would reasonably be expected to result in shall not become a Material Adverse Effect and Guarantor under Section 7.06(g), shall not exceed $25,000,000 at any time outstanding; (ivd) any Subsidiary acquired under this Indebtedness permitted by Section 6.08(e) 7.01 (other than (a) a Foreign Subsidiary or (b) any Immaterial Subsidiary if the aggregate book value of the assets (other than intercompany obligations) of all Immaterial Subsidiaries acquired under this Section 6.08(e) since the Closing Date does not exceed $10,000,000) shall guarantee the Obligations, as contemplated Indebtedness permitted by Section 10.09.7.01(c)(ii)); (e) purchases of inventory and other property to be sold or used in the ordinary course of business; (f) So long as immediately before and after giving effect thereto no Default exists, the Company and its Subsidiaries may make (i) Investments in Unrestricted Affiliates engaged in businesses contemplated by Section 6.02(a) and (ii) Investments consisting of contributions of Property to Unrestricted Affiliates, in an aggregate amount for all such Investments permitted pursuant to this clause (f) (calculated at net book value at the time of such Investment), when taken together with the aggregate amount of all Dispositions permitted pursuant to Section 6.10(e), not to exceed $100,000,000[Reserved]. (g) Loans or advances to employees of the Company in an amount not to exceed (i) $1,000,000 in Permitted Acquisitions; provided that the aggregate outstanding at amount of Permitted Acquisition Consideration of such Permitted Acquisitions made or provided by the Borrowers or any time for Subsidiary to any Subsidiary that shall not be or, after giving effect to such Permitted Acquisition, shall not become a Guarantor, together with (x) the purchase aggregate principal amount of capital stock of Indebtedness owing to the Company Loan Parties incurred under Section 7.01(c)(ii) and (iiy) $5,000,000 in the aggregate outstanding at any time for all other purposes.amount of Investments by the Loan Parties in Subsidiaries that are not Loan Parties under Section 7.06(c)(ii), shall not exceed $25,000,000; and (h) So other Investments in an aggregate amount (valued at cost) since the Restatement Date not exceeding $15,000,000 plus, so long as immediately before and after giving effect thereto to any such Investment, no Default exists, Investments or Event of the Company Default shall have occurred and its Subsidiaries in foreign Wholly Owned Subsidiaries; provided, however, that other than with respect to Investments outstanding as of the Closing Date as described on Schedule 6.08(h), (i) such Investments shall not involve the transfer of substantial noncash assets from the Company and its domestic Subsidiaries to its Foreign Subsidiaries other than up to $35,000,000 in book value of foreign patents and foreign trademarks; and (ii) net cash Investments of the Company and its domestic Subsidiaries in Foreign Subsidiaries made pursuant to this Section 6.08(h) at any one time outstanding shall not exceed $125,000,000 in the aggregate. (i) So long as immediately before and after giving effect thereto no Default exists, and provided that the Company complies with Section 10.09be continuing, the Company may create a Wholly Owned Subsidiary that constitutes a holding company for the Company’s European SubsidiariesAvailable Amount.

Investments and Acquisitions. Neither the Company nor Make, or permit any of its Significant Subsidiaries shall have outstandingto make, acquire, commit itself to acquire any Investments or hold any Investment (including any Investment consisting of the acquisition of any business) (or become contractually committed to do so) Acquisitions except for the following(i) Permitted Investments, (ii) as required by any Governmental Authority, and (iii) Acquisitions, provided that: (ai) Investments of the Company and its Subsidiaries in Wholly Owned Subsidiaries (a) which are domestic Subsidiaries as of the date of this Agreement or (b) which become domestic Wholly Owned Subsidiaries after the Closing Date and become Guarantors to the extent required by Section 10.09; provided, however, that the aggregate book value of all assets (other than intercompany obligations) owned by Immaterial Subsidiaries shall not exceed $10,000,000. (b) Intercompany loans and advances from any Subsidiary to the Company or any Guarantor that, in the case of loans or advances from Foreign Subsidiaries, are subordinated to the Obligations in accordance with the Foreign Subsidiary Subordination Agreement. (c) Investments in Cash Equivalents. (d) Guarantees permitted by Section 6.06. (e) So long as immediately before and or after giving effect thereto to each Acquisition, no Default existsshall or would exist, and so long immediately after giving effect thereto, all of the representations and warranties contained in this Agreement shall be true and correct with the same effect as though then made, (ii) the Company (if the Company Person or business acquired is party thereto) or a Guarantor (if the Company is not party thereto) is the surviving entity, the Company and its Subsidiaries may acquire another entity engaged in the same line of business as the Company as described in Section 6.02(a) if:Borrower or any Significant Subsidiary, (iiii) at all times when the Consolidated Leverage Ratio is greater than 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect Borrower shall have delivered to the proposed acquisition as if such acquisition had been consummated at Administrative Agent notice thereof not less than ten days prior to the beginning consummation of such periodAcquisition, (iv) for which financial reports the Borrower shall have been (or are required to have been) furnished delivered to the Lenders Administrative Agent a certificate of a financial officer thereof, in accordance with Sections 6.04(a) or 6.04(b), all respects reasonably satisfactory to the purchase price for all Administrative Agent and dated the date of such acquisitions permitted pursuant to this clause (e)(i) does not exceed, except with the consent of the Required Lenders, $100,000,000 in cash (excluding consideration consisting of Capital Stock, the proceeds of the issuance of Capital Stock or Subordinated Indebtedness) in the aggregate over the term of the Agreement;consummation, (ii1) at all times when the Consolidated Leverage Ratio is less than or equal certifying that prior to 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the Company and its Subsidiaries may make unlimited acquisitions; provided, however that in the event a transaction permitted pursuant to this clause (e)(ii) would, on a pro forma basis after giving effect thereto, cause the Consolidated Leverage Ratio to exceed 2.50, the portion of the cash purchase price with respect to such transaction attributed to causing the Consolidated Leverage Ratio to be greater than 2.50 shall only be permitted to be paid to the extent the Company has sufficient availability in the $100,000,000 basket set forth in clause (e)(i) to take into account such excess amount; provided, further, that with respect to any acquisition permitted pursuant to this Section 6.08(e)(ii), (i) the acquisition must be approved by the target entity’s board of directors, (ii) the Company must be in compliance with the Computation Covenants immediately after giving effect to such acquisitionAcquisition and based on the most recent financial statements delivered pursuant to Section 7.01(a), the Borrower is and will be in compliance with Section 7.03, (iii2) demonstrating that the sum (the "Acquisition Consideration") of (A) the acquired entity must not have any environmental cash consideration paid or agreed to be paid, plus (B) the fair market value of all non-cash consideration paid or agreed to be paid and (C) an amount equal to the principal or stated amount of all liabilities which, assumed or incurred in connection with such Acquisition and paid for all Acquisitions consummated after giving effect the Effective Date and prior to such acquisition, Acquisition would reasonably be expected to result in a Material Adverse Effect and (iv) any Subsidiary acquired under this Section 6.08(e) (other than (a) a Foreign Subsidiary or (b) any Immaterial Subsidiary if the aggregate book value of the assets (other than intercompany obligations) of all Immaterial Subsidiaries acquired under this Section 6.08(e) since the Closing Date does not exceed $10,000,000) shall guarantee the Obligations, as contemplated by Section 10.09. (f) So long as immediately before and after giving effect thereto no Default exists, the Company and its Subsidiaries may make (i) Investments in Unrestricted Affiliates engaged in businesses contemplated by Section 6.02(a) and (ii) Investments consisting of contributions of Property to Unrestricted Affiliates, in an aggregate amount for all such Investments permitted pursuant to this clause (f) (calculated at net book value at the time of such Investment), when taken together with the aggregate amount of all Dispositions permitted pursuant to Section 6.10(e), not to exceed $100,000,000. (g) Loans or advances to employees of the Company in an amount not to exceed (i) $1,000,000 in the aggregate outstanding at any time for the purchase of capital stock of the Company and (ii) $5,000,000 in the aggregate outstanding at any time for all other purposes. (h) So long as immediately before and after giving effect thereto no Default exists, Investments of the Company and its Subsidiaries in foreign Wholly Owned Subsidiaries; provided, however, that other than with respect to Investments outstanding as of the Closing Date as described on Schedule 6.08(h), (i) such Investments shall not involve the transfer of substantial noncash assets from the Company and its domestic Subsidiaries to its Foreign Subsidiaries other than up to $35,000,000 in book value of foreign patents and foreign trademarks; and (ii) net cash Investments of the Company and its domestic Subsidiaries in Foreign Subsidiaries made pursuant to this Section 6.08(h) at any one time outstanding shall not exceed $125,000,000 200,000,000 in the aggregate., and (i3) So long providing or attaching such other information, documents and other items as immediately before and after giving effect thereto no Default exists, and provided that the Company complies with Section 10.09, the Company may create a Wholly Owned Subsidiary that constitutes a holding company for the Company’s European SubsidiariesAdministrative Agent shall have reasonably requested.

Investments and Acquisitions. Neither the Company The Borrower will not, nor will it permit any of its Subsidiaries shall have outstandingRestricted Subsidiary to, acquire, commit itself make or suffer to acquire or hold exist any Investment Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Investment consisting of the acquisition Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of any business) (or become contractually committed to do so) except for the followingPerson, except: (a) (i) Cash Equivalent Investments, (ii) any Permitted Indebtedness Hedge, and (iii) other Investments of described in Schedule 7.4(a); (b) Existing Investments in Restricted Subsidiaries and other Investments in existence on the Company Closing Date and its Subsidiaries described in Wholly Owned Subsidiaries Schedule 7.4(b); (ac) which are domestic Subsidiaries Investments in Rate Management Transactions to the extent permitted under Section 7.1(c); and (d) Acquisitions meeting the following requirements or otherwise approved by the Required Lenders (each such Acquisition constituting a “Permitted Acquisition”): (i) as of the date of this Agreement the consummation of such Permitted Acquisition, no Default or Event of Default shall have occurred and be continuing or would result from such Permitted Acquisition, and the representation and warranty contained in Section 4.9 shall be true both before and after giving effect to such Permitted Acquisition; (bii) such Permitted Acquisition is consummated pursuant to a negotiated acquisition agreement approved by the board of directors or other applicable governing body of the seller or entity to be acquired, and no material challenge to such Permitted Acquisition (excluding the exercise of appraisal rights) shall be pending or threatened by any shareholder or director of the seller or entity to be acquired; (iii) the business to be acquired in such Permitted Acquisition is similar or related to one or more of the lines of business in which become domestic Wholly Owned the Borrower and its Subsidiaries after are engaged on the Closing Date Date; (iv) as of the date of the consummation of such Permitted Acquisition, all material governmental and become Guarantors corporate approvals required in connection therewith shall have been obtained; (v) the aggregate Purchase Price for all such Permitted Acquisitions in any fiscal year shall not exceed $225,000,000; (vi) The Borrower shall have notified the Administrative Agent at least 5 Business Days (or such shorter period as may be agreed by the Administrative Agent) prior to the anticipated closing date of any such Permitted Acquisition; (vii) if requested by the Administrative Agent, prior to the consummation of such Permitted Acquisition, the Borrower shall have delivered to the Administrative Agent a pro forma consolidated balance sheet, income statement and cash flow statement of the Borrower and its Restricted Subsidiaries (the “Acquisition Pro Forma”), based on the Borrower’s most recent financial statements delivered pursuant to Section 5.1(a) (using, to the extent required available, historical financial statements for such entity provided by the seller(s)) which shall be complete and shall fairly present, in all material respects, the financial condition and results of operations and cash flows of the Borrower and its Restricted Subsidiaries in accordance with Agreement Accounting Principles, but taking into account such Permitted Acquisition and the funding of all Credit Extensions in connection therewith, and such Acquisition Pro Forma shall reflect that, on a pro forma basis, the Borrower would have been in compliance with the financial covenants set forth in ARTICLE VI for the period of four fiscal quarters reflected in the compliance certificate most recently delivered to the Administrative Agent pursuant to Section 10.095.1(c) prior to the consummation of such Permitted Acquisition (giving effect to such Permitted Acquisition and all Credit Extensions funded in connection therewith as if made on the first day of such period); provided, however, that no such compliance with Sections 6.1, 6.2 or 6.3 is required to be demonstrated in such Acquisition Pro Forma for an Acquisition which is either (x) solely a purchase of assets or (y) an acquisition of an entity or a going business for which no financial statements are available; and (viii) if requested by the aggregate book value Administrative Agent, prior to each such Permitted Acquisition, the Borrower shall deliver to the Administrative Agent a documentation, information and certification package in form reasonably acceptable to the Administrative Agent and demonstrating conformity with the applicable Acquisition Pro Forma and sufficient to describe the assets and Persons being acquired, including, without limitation: (A) a near-final version (with no further material amendments to be made thereto) of the acquisition agreement for such Permitted Acquisition together with drafts of the material schedules thereto; (B) a near-final version (with no further material amendments to be made thereto) of all assets (other than intercompany obligations) owned by Immaterial Subsidiaries shall not exceed $10,000,000.documents, instruments and agreements with respect to any Indebtedness to be incurred or assumed in connection with such Permitted Acquisition; and (bC) Intercompany loans and advances from any Subsidiary to such other documents or information as shall be reasonably requested by the Company or any Guarantor that, Administrative Agent in the case of loans or advances from Foreign Subsidiaries, are subordinated to the Obligations in accordance connection with the Foreign Subsidiary Subordination Agreement. (c) Investments in Cash Equivalents. (d) Guarantees permitted by Section 6.06.such Permitted Acquisition; (e) So long as immediately before A Permitted Restructuring; (f) Creation of, or Investment in, a Restricted Subsidiary (other than a Foreign Subsidiary that is not a Loan Party) and in respect of which the Borrower has otherwise complied with Section 5.10 and Section 5.11; provided that such Investment shall be permitted only to the extent that after giving effect thereto to such Investment, no Default existsshall exist and continue and that the Borrower shall be in compliance with Section 6.1, Section 6.2 and so long as the Company (if the Company is party thereto) or a Guarantor (if the Company is not party thereto) is the surviving entity, the Company and its Subsidiaries may acquire another entity in the same line of business as the Company as described in Section 6.02(a) if: (i) at all times when the Consolidated Leverage Ratio is greater than 2.50 for the most recent period of four consecutive fiscal quarters (calculated 6.4 on a pro forma basis as if the Investment occurred on the first day of the applicable period being tested pursuant to such Sections; (g) Investments constituting Indebtedness permitted by Section 7.1(e), Section 7.1(f) and Section 7.1(g); (h) Investments by a Loan Party in another Loan Party; (i) Investments of the Borrower or any of its Restricted Subsidiaries; provided that the sum of (x) $180,127,845 plus (y) the aggregate amount (valued at the time of the making thereof, and without giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning any write-downs or write-offs thereof) of such period) for which financial reports have been (all Investments made on or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b)after July 9, the purchase price for all such acquisitions permitted 2015 pursuant to this clause (e)(ii) does not exceedshall not, except with at the consent time of the Required Lenders, $100,000,000 in cash (excluding consideration consisting of Capital Stock, the proceeds making of the issuance proposed Investment, exceed the greater of Capital Stock or Subordinated Indebtedness(1) in the aggregate over the term an amount equal to 200% of the Agreement; Consolidated Net Worth (ii) at all times when determined as of the Consolidated Leverage Ratio is less than or equal to 2.50 for last day of the most recent period recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 5.1(a) or (b), as applicable) of four consecutive fiscal quarters the Borrower and its Restricted Subsidiaries and (calculated 2) an amount such that, after giving effect on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning making of such period) Investment and the incurrence of any Indebtedness in connection therewith, the Cash Flow Leverage Ratio (determined as of the last day of the most recently ended fiscal quarter for which financial reports statements have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the Company and its Subsidiaries may make unlimited acquisitions; provided, however that in the event a transaction permitted delivered pursuant to this clause (e)(iiSection 5.1(a) would, on a pro forma basis after giving effect thereto, cause the Consolidated Leverage Ratio to exceed 2.50, the portion of the cash purchase price with respect to such transaction attributed to causing the Consolidated Leverage Ratio to be greater than 2.50 shall only be permitted to be paid to the extent the Company has sufficient availability in the $100,000,000 basket set forth in clause (e)(i) to take into account such excess amount; provided, further, that with respect to any acquisition permitted pursuant to this Section 6.08(e)(ii), (i) the acquisition must be approved by the target entity’s board of directors, (ii) the Company must be in compliance with the Computation Covenants immediately after giving effect to such acquisition, (iii) the acquired entity must not have any environmental liabilities which, after giving effect to such acquisition, would reasonably be expected to result in a Material Adverse Effect and (iv) any Subsidiary acquired under this Section 6.08(e) (other than (a) a Foreign Subsidiary or (b), as applicable) is less than 1.25:1.00; (j) Investments made by any Immaterial Foreign Subsidiary if the aggregate book value that is not a Loan Party in any other Foreign Subsidiary that is not a Loan Party; (k) Investments made by any Domestic Subsidiary that is not a Loan Party in any other Domestic Subsidiary that is not a Loan Party; and (l) Subject to Section 7.11, Investments of the assets (other than intercompany obligations) of all Immaterial Subsidiaries acquired under this Section 6.08(e) since the Closing Date does not exceed $10,000,000) shall guarantee the Obligations, as contemplated by Section 10.09. (f) So long as immediately before and after giving effect thereto no Default exists, the Company Borrower and its Restricted Subsidiaries may make (i) Investments in Unrestricted Affiliates engaged in businesses contemplated by Section 6.02(a) and (ii) Investments consisting Persons organized under the laws of contributions of Property to Unrestricted Affiliates, in an aggregate amount for all such Investments permitted pursuant to this clause (f) (calculated at net book value at the time of such Investment), when taken together with the aggregate amount of all Dispositions permitted pursuant to Section 6.10(e), not to exceed $100,000,000. (g) Loans or advances to employees of the Company Canada in an amount not to exceed (i) $1,000,000 in the aggregate outstanding at any time for the purchase of capital stock of the Company and (ii) $5,000,000 in the aggregate outstanding at any time for all other purposes. (h) So long as immediately before and after giving effect thereto no Default exists, Investments of the Company and its Subsidiaries in foreign Wholly Owned Subsidiaries; provided, however, that other than with respect to Investments outstanding as of the Closing Date as described on Schedule 6.08(h), (i) such Investments shall not involve the transfer of substantial noncash assets from the Company and its domestic Subsidiaries to its Foreign Subsidiaries other than up to $35,000,000 in book value of foreign patents and foreign trademarks; and (ii) net cash Investments of the Company and its domestic Subsidiaries in Foreign Subsidiaries made pursuant to this Section 6.08(h) at any one time outstanding shall not exceed $125,000,000 50,000,000 in the aggregate. . For purposes of determining the amount of any Investment outstanding for purposes of this Section 7.4, such amount shall be deemed to be the Fair Market Value of such Investment when made, purchased or acquired less any amount realized by the Borrower or a Restricted Subsidiary in respect of such Investment upon the sale, collection or return of capital, including by way of a Subsidiary Redesignation after the Investment therein (i) So long as immediately before and after giving effect thereto no Default existsin any case, and provided not to exceed the original amount invested). To the extent that any proposed Investment would be permitted pursuant to more than one of the Company complies with foregoing clauses of this Section 10.097.4, the Company Borrower may create a Wholly Owned Subsidiary that constitutes a holding company in its discretion designate which clause (or clauses to the extent such Investment is to be split or divided into more than one clause) shall be utilized for the Company’s European Subsidiariessuch Investment.

Investments and Acquisitions. Neither the Company nor The Borrower will not, and will not permit or cause any of its Subsidiaries shall have outstandingto, acquiredirectly or indirectly, commit itself purchase, own, invest in or otherwise acquire any Capital Stock, evidence of indebtedness or other obligation or security or any interest whatsoever in any other Person, or make or permit to exist any loans, advances or extensions of credit to, or any investment in cash or by delivery of property in, any other Person, or purchase or otherwise acquire (whether in one or hold a series of related transactions) any Investment portion of the assets, business or properties of another Person (including pursuant to an Acquisition), or create or acquire any Investment consisting Subsidiary, or become a partner or joint venturer in any partnership or joint venture (collectively, "Investments"), or make a commitment or otherwise agree to do any of the acquisition of any business) (or become contractually committed to do so) except for the following: (a) Investments of the Company and its Subsidiaries in Wholly Owned Subsidiaries (a) which are domestic Subsidiaries as of the date of this Agreement or (b) which become domestic Wholly Owned Subsidiaries after the Closing Date and become Guarantors to the extent required by Section 10.09; providedforegoing, however, that the aggregate book value of all assets (other than intercompany obligations) owned by Immaterial Subsidiaries shall not exceed $10,000,000. (b) Intercompany loans and advances from any Subsidiary to the Company or any Guarantor that, in the case of loans or advances from Foreign Subsidiaries, are subordinated to the Obligations in accordance with the Foreign Subsidiary Subordination Agreement. (c) Investments in Cash Equivalents. (d) Guarantees permitted by Section 6.06. (e) So long as immediately before and after giving effect thereto no Default exists, and so long as the Company (if the Company is party thereto) or a Guarantor (if the Company is not party thereto) is the surviving entity, the Company and its Subsidiaries may acquire another entity in the same line of business as the Company as described in Section 6.02(a) ifthan: (i) Investments by the Borrower and its Subsidiaries to the extent permitted under applicable Requirements of Law and in compliance at all times when with the: (A) the Consolidated Leverage Ratio is greater than 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the purchase price for all such acquisitions permitted pursuant to this clause (e)(i) does not exceed, except with the consent requirements of the Required LendersLloyd's insurance market, $100,000,000 in cash if applicable, (excluding consideration consisting B) all applicable insurance laws and regulations of Capital Stock, any other relevant jurisdictions relating to investments by an Insurance Subsidiary and (C) the proceeds of the issuance of Capital Stock or Subordinated Indebtedness) limitations set forth in the aggregate over the term of the AgreementInvestment Policy; (ii) at all times when the Consolidated Leverage Ratio is less than or equal to 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance Investments constituting operating deposit accounts with Sections 6.04(a) or 6.04(b), the Company banks and its Subsidiaries may make unlimited acquisitions; provided, however that accounts receivable arising in the event a transaction permitted pursuant to this clause (e)(ii) would, ordinary course of business on a pro forma basis after giving effect thereto, cause the Consolidated Leverage Ratio to exceed 2.50, the portion of the cash purchase price with respect to such transaction attributed to causing the Consolidated Leverage Ratio to be greater than 2.50 shall only be permitted to be paid to the extent the Company has sufficient availability in the $100,000,000 basket set forth in clause (e)(i) to take into account such excess amount; provided, further, that with respect to any acquisition permitted pursuant to this Section 6.08(e)(ii), (i) the acquisition must be approved by the target entity’s board of directors, (ii) the Company must be in compliance with the Computation Covenants immediately after giving effect to such acquisition, ordinary business terms; (iii) the acquired entity must not have any environmental liabilities which, after giving effect to such acquisition, would reasonably be expected to result in a Material Adverse Effect and Permitted Acquisitions; (iv) any Subsidiary acquired under this Section 6.08(e) (other than (a) a Foreign Subsidiary or (b) any Immaterial Subsidiary if the aggregate book value of the assets (other than intercompany obligations) of all Immaterial Subsidiaries acquired under this Section 6.08(e) since Investments existing on the Closing Date does not exceed $10,000,000and either (y) shall guarantee disclosed on the Obligations, as contemplated by Section 10.09.financial statements required under SECTION 4.11 and delivered pursuant to SECTION 3.1(j) or (z) described in SCHEDULE 7.5. and (fv) So long as immediately before Travel and after giving effect thereto no Default exists, similar advances by the Company and its Subsidiaries may make (i) Investments in Unrestricted Affiliates engaged in businesses contemplated by Section 6.02(a) and (ii) Investments consisting of contributions of Property to Unrestricted Affiliates, in an aggregate amount for all such Investments permitted pursuant to this clause (f) (calculated at net book value at the time of such Investment), when taken together with the aggregate amount of all Dispositions permitted pursuant to Section 6.10(e), not to exceed $100,000,000. (g) Loans or advances to employees of the Company in an amount not to exceed (i) $1,000,000 in the aggregate outstanding at any time for the purchase of capital stock of the Company and (ii) $5,000,000 in the aggregate outstanding at any time for all other purposes. (h) So long as immediately before and after giving effect thereto no Default exists, Investments of the Company Borrower and its Subsidiaries in foreign Wholly Owned Subsidiaries; providedthe ordinary course of business and loans to employees, however, that other than with respect to Investments outstanding as officers and directors of the Closing Date as described on Schedule 6.08(h), (i) such Investments shall not involve the transfer of substantial noncash assets from the Company Borrower and its domestic Subsidiaries Subsidiaries, provided that such travel or similar advances and loans to its Foreign Subsidiaries other than up to $35,000,000 in book value of foreign patents employees, officers and foreign trademarks; and (ii) net cash Investments of the Company and its domestic Subsidiaries in Foreign Subsidiaries made pursuant to this Section 6.08(h) directors at any one time outstanding shall do not exceed $125,000,000 exceed, in the aggregate. (i) So long as immediately before and after giving effect thereto no Default exists, and provided that the Company complies with Section 10.09, the Company may create a Wholly Owned Subsidiary that constitutes a holding company $3,000,000 for the Company’s European Borrower and its Subsidiaries.

Investments and Acquisitions. Neither the Company nor The Borrowers will not, and will not permit any of its Subsidiaries shall have outstandingSubsidiary to, acquirepurchase, commit itself hold or acquire (including pursuant to acquire any merger with any Person that was not a Wholly-Owned Subsidiary prior to such merger) any capital stock or hold any Investment other equity securities (including any Investment consisting option, warrant or other right to acquire any of the acquisition foregoing) of any businessother Person, or purchase or otherwise acquire (in one transaction or a series of transactions) (or become contractually committed to do so) except for the followingany assets of any other Person constituting a business unit, except: (a) Investments investments complying with the terms of the Company Argo Investment Policy; (b) subject to the provisions of this Section 6.04 and, as applicable, the requirements contained in the definition of Permitted Acquisition, the Parent and its Subsidiaries in Wholly Wholly-Owned Subsidiaries may from time to time (ai) which are domestic Subsidiaries as effect Permitted Acquisitions for aggregate consideration (including Equity Interests and the assumption of Indebtedness) such that the Borrowers remain in compliance with the financial covenants set forth in Sections 6.09 and 6.10 and (ii) make investments in joint ventures; provided that (A) no Default is existing either at the time of the date consummation of such proposed investment and immediately after giving effect thereto; provided that with respect to a Permitted Acquisition whose consummation is not conditioned on the availability of, or on obtaining, third party financing (including the assumption or incurrence of Indebtedness in connection therewith), the determination of whether this Agreement condition has been satisfied may be made, at the election of the Borrowers, at the time of the execution of the definitive agreement with respect to such Permitted Acquisition; provided further that no Default under Article VII(a) or (b) which become domestic Wholly Owned Subsidiaries shall exist on the date of consummation of such Permitted Acquisition; (B) with respect to any such proposed investment for aggregate consideration (including Equity Interests and the assumption of Indebtedness) exceeding $60,000,000, (1) the Rating shall be at least BBB- both immediately before the consummation of such proposed investment and immediately after giving effect thereto (and after giving effect to any adjustment of the Closing Date Rating associated with the consummation of such proposed investment) and become Guarantors (2) the Administrative Agent shall have received written notice of any such proposed investment and information materials related thereto in form and substance reasonably satisfactory to it from the Borrower Representative not less than 7 days prior to the extent required by Section 10.09; provided, however, that consummation of such investment and (C) the aggregate book value of all assets amount invested in joint ventures pursuant to this Section 6.04(b) (other than intercompany obligationsvalued at initial cost less dividends and capital distributions) owned by Immaterial Subsidiaries shall not exceed $10,000,000. (b) Intercompany loans and advances from any Subsidiary to the Company or any Guarantor that, in the case of loans or advances from Foreign Subsidiaries, are subordinated to the Obligations in accordance with the Foreign Subsidiary Subordination Agreement.60,000,000; (c) Investments investments of any Person in Cash Equivalents.existence at the time such Person becomes a Subsidiary pursuant to a Permitted Acquisition; provided that such investment was not made in connection with or in anticipation of such Person becoming a Subsidiary; and (d) Guarantees permitted by Section 6.06. (e) So long as immediately before and after giving effect thereto no Default exists, and so long as the Company (if the Company is party thereto) or a Guarantor (if the Company is not party thereto) is the surviving entity, the Company and its Subsidiaries may acquire another entity in the same line of business as the Company as described in Section 6.02(a) if: (i) at all times when the Consolidated Leverage Ratio is greater than 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the purchase price for all such acquisitions permitted pursuant to this clause (e)(i) does not exceed, except with the consent of the Required Lenders, $100,000,000 in cash (excluding consideration consisting of Capital Stock, the proceeds of the issuance of Capital Stock or Subordinated Indebtedness) in the aggregate over the term of the Agreement; (ii) at all times when the Consolidated Leverage Ratio is less than or equal to 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the Company and its Subsidiaries may make unlimited acquisitions; provided, however that in the event a transaction permitted pursuant to this clause (e)(ii) would, on a pro forma basis after giving effect thereto, cause the Consolidated Leverage Ratio to exceed 2.50, the portion of the cash purchase price with respect to such transaction attributed to causing the Consolidated Leverage Ratio to be greater than 2.50 shall only be permitted to be paid to the extent the Company has sufficient availability in the $100,000,000 basket set forth in clause (e)(i) to take into account such excess amount; provided, further, that with respect to any acquisition permitted pursuant to this Section 6.08(e)(ii), (i) the acquisition must be approved investments by the target entity’s board of directors, (ii) the Company must be in compliance with the Computation Covenants immediately after giving effect to such acquisition, (iii) the acquired entity must not have any environmental liabilities which, after giving effect to such acquisition, would reasonably be expected to result in a Material Adverse Effect and (iv) Parent or any Subsidiary acquired under this Section 6.08(e) (other than (a) a Foreign Subsidiary or (b) in any Immaterial Subsidiary if the aggregate book value of the assets (other than intercompany obligations) of all Immaterial Subsidiaries acquired under this Section 6.08(e) since the Closing Date does not exceed $10,000,000) shall guarantee the Obligations, as contemplated by Section 10.09Subsidiary. (f) So long as immediately before and after giving effect thereto no Default exists, the Company and its Subsidiaries may make (i) Investments in Unrestricted Affiliates engaged in businesses contemplated by Section 6.02(a) and (ii) Investments consisting of contributions of Property to Unrestricted Affiliates, in an aggregate amount for all such Investments permitted pursuant to this clause (f) (calculated at net book value at the time of such Investment), when taken together with the aggregate amount of all Dispositions permitted pursuant to Section 6.10(e), not to exceed $100,000,000. (g) Loans or advances to employees of the Company in an amount not to exceed (i) $1,000,000 in the aggregate outstanding at any time for the purchase of capital stock of the Company and (ii) $5,000,000 in the aggregate outstanding at any time for all other purposes. (h) So long as immediately before and after giving effect thereto no Default exists, Investments of the Company and its Subsidiaries in foreign Wholly Owned Subsidiaries; provided, however, that other than with respect to Investments outstanding as of the Closing Date as described on Schedule 6.08(h), (i) such Investments shall not involve the transfer of substantial noncash assets from the Company and its domestic Subsidiaries to its Foreign Subsidiaries other than up to $35,000,000 in book value of foreign patents and foreign trademarks; and (ii) net cash Investments of the Company and its domestic Subsidiaries in Foreign Subsidiaries made pursuant to this Section 6.08(h) at any one time outstanding shall not exceed $125,000,000 in the aggregate. (i) So long as immediately before and after giving effect thereto no Default exists, and provided that the Company complies with Section 10.09, the Company may create a Wholly Owned Subsidiary that constitutes a holding company for the Company’s European Subsidiaries.

Investments and Acquisitions. Neither the Company The Borrower will not, nor will it permit any of its Subsidiaries shall have outstandingSubsidiary to, acquire, commit itself make or suffer to acquire or hold exist any Investment Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Investment consisting of the acquisition Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of any business) (or become contractually committed to do so) except for the followingPerson, except: 6.13.1 Cash Equivalent Investments. 6.13.2 Existing Investments in Subsidiary Guarantors and other Investments in existence on the date hereof and described in Schedule 6.13. 6.13.3 Acquisitions meeting the following requirements, or otherwise approved by the Required Lenders (aeach such Acquisition constituting a "Permitted Acquisition"): (i) Investments of the Company and its Subsidiaries in Wholly Owned Subsidiaries (a) which are domestic Subsidiaries as of the date of this Agreement the consummation of such Acquisition, no Default or Unmatured Default shall have occurred and be continuing or would result from such Acquisition, and the representation and warranty contained in Section 5.11 shall be true both before and after giving effect to such Acquisition; (ii) such Acquisition is consummated on a non-hostile basis pursuant to a negotiated acquisition agreement approved by the board of directors or other applicable governing body of the seller or entity to be acquired, and no material challenge to such Acquisition (excluding the exercise of appraisal rights) shall be pending or threatened by any shareholder or director of the seller or entity to be acquired; (iii) the business to be acquired in such Acquisition is similar or related to one or more of the lines of business in which the Borrower and its Subsidiaries are engaged on the Closing Date; (iv) as of the date of the consummation of such Acquisition, all material governmental and corporate approvals required in connection therewith shall have been obtained; (v) the Purchase Price for each such Acquisition together with the Purchase Price of all other Permitted Acquisitions shall not exceed an amount equal to (a) $50,000,000 during any period of twelve consecutive months; and (b) which become domestic Wholly Owned Subsidiaries after $100,000,000 during the period beginning on the Closing Date and become Guarantors to ending on the extent required by Section 10.09Revolving Facility Termination Date; provided, however, that the aggregate book value of Purchase Price for all assets (other than intercompany obligations) owned by Immaterial Subsidiaries shall not such Acquisitions may exceed the aforementioned $10,000,00050,000,000 and $100,000,000 limitations if any such excess amount was paid solely with Other Senior Secured Debt Collateral Proceeds. (bvi) Intercompany loans and advances from any Subsidiary with respect to each Permitted Acquisition, not less than thirty (30) days prior to the Company consummation of such Permitted Acquisition, the Borrower shall have delivered to the Agent a pro forma consolidated balance sheet, income statement and cash flow statement of the Borrower and its Subsidiaries (the "Acquisition Pro Forma"), based on the Borrower's most recent financial statements delivered pursuant to Section 6.1.1 and using historical financial statements for the acquired entity provided by the seller(s) or any Guarantor thatwhich shall be complete and shall fairly present, in all material respects, the case financial condition and results of loans or advances from Foreign Subsidiaries, are subordinated to operations and cash flows of the Obligations Borrower and its Subsidiaries in accordance with Agreement Accounting Principles, but taking into account such Permitted Acquisition and the Foreign Subsidiary Subordination Agreement. (c) Investments funding of all Credit Extensions in Cash Equivalents. (d) Guarantees permitted by Section 6.06. (e) So long as immediately before and after giving effect thereto no Default existsconnection therewith, and so long as the Company (if the Company is party thereto) or a Guarantor (if the Company is not party thereto) is the surviving entity, the Company and its Subsidiaries may acquire another entity in the same line of business as the Company as described in Section 6.02(a) if: (i) at all times when the Consolidated Leverage Ratio is greater than 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the purchase price for all such acquisitions permitted pursuant to this clause (e)(i) does not exceed, except with the consent of the Required Lenders, $100,000,000 in cash (excluding consideration consisting of Capital Stock, the proceeds of the issuance of Capital Stock or Subordinated Indebtedness) in the aggregate over the term of the Agreement; (ii) at all times when the Consolidated Leverage Ratio is less than or equal to 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the Company and its Subsidiaries may make unlimited acquisitions; provided, however that in the event a transaction permitted pursuant to this clause (e)(ii) wouldAcquisition Pro Forma shall reflect that, on a pro forma basis after giving effect theretobasis, cause for the Consolidated Leverage Ratio to exceed 2.50, four fiscal quarter period reflected in the portion of the cash purchase price with respect to such transaction attributed to causing the Consolidated Leverage Ratio to be greater than 2.50 shall only be permitted to be paid compliance certificate most recently delivered to the extent the Company has sufficient availability in the $100,000,000 basket set forth in clause (e)(i) to take into account such excess amount; provided, further, that with respect to any acquisition permitted pursuant to this Section 6.08(e)(ii), (i) the acquisition must be approved by the target entity’s board of directors, (ii) the Company must be in compliance with the Computation Covenants immediately after giving effect to such acquisition, (iii) the acquired entity must not have any environmental liabilities which, after giving effect to such acquisition, would reasonably be expected to result in a Material Adverse Effect and (iv) any Subsidiary acquired under this Section 6.08(e) (other than (a) a Foreign Subsidiary or (b) any Immaterial Subsidiary if the aggregate book value of the assets (other than intercompany obligations) of all Immaterial Subsidiaries acquired under this Section 6.08(e) since the Closing Date does not exceed $10,000,000) shall guarantee the Obligations, as contemplated by Section 10.09. (f) So long as immediately before and after giving effect thereto no Default exists, the Company and its Subsidiaries may make (i) Investments in Unrestricted Affiliates engaged in businesses contemplated by Section 6.02(a) and (ii) Investments consisting of contributions of Property to Unrestricted Affiliates, in an aggregate amount for all such Investments permitted pursuant to this clause (f) (calculated at net book value at the time of such Investment), when taken together with the aggregate amount of all Dispositions permitted pursuant to Section 6.10(e), not to exceed $100,000,000. (g) Loans or advances to employees of the Company in an amount not to exceed (i) $1,000,000 in the aggregate outstanding at any time for the purchase of capital stock of the Company and (ii) $5,000,000 in the aggregate outstanding at any time for all other purposes. (h) So long as immediately before and after giving effect thereto no Default exists, Investments of the Company and its Subsidiaries in foreign Wholly Owned Subsidiaries; provided, however, that other than with respect to Investments outstanding as of the Closing Date as described on Schedule 6.08(h), (i) such Investments shall not involve the transfer of substantial noncash assets from the Company and its domestic Subsidiaries to its Foreign Subsidiaries other than up to $35,000,000 in book value of foreign patents and foreign trademarks; and (ii) net cash Investments of the Company and its domestic Subsidiaries in Foreign Subsidiaries made pursuant to this Section 6.08(h) at any one time outstanding shall not exceed $125,000,000 in the aggregate. (i) So long as immediately before and after giving effect thereto no Default exists, and provided that the Company complies with Section 10.09, the Company may create a Wholly Owned Subsidiary that constitutes a holding company for the Company’s European Subsidiaries.Agent

Investments and Acquisitions. Neither the The Company nor will not, and will not permit any of its Subsidiaries shall have outstandingto, acquire, commit itself make or suffer to acquire or hold exist any Investment in any Person or purchase or otherwise acquire (including in one transaction or a series of transactions) any Investment consisting of the acquisition assets of any business) (or become contractually committed to do so) except for the followingother Person constituting a business unit, except: (a) Cash Equivalents; (b) Investments of the Company and its Subsidiaries in Wholly Owned Subsidiaries (other than Investments permitted under clauses (a) which are domestic Subsidiaries as of the date and (c) of this Agreement or (bSection) which become domestic Wholly Owned Subsidiaries after existing on the Closing First Restatement Effective Date and become Guarantors to set forth on Schedule 7.06; (c) (i) Investments by any Loan Party in any other Loan Party; and (ii) Investments by the extent required by Section 10.09Company or any Subsidiary in any Subsidiary that is not a Loan Party (other than any Excluded Subsidiary); provided, however, provided that the aggregate book value amount of all assets Investments by the Loan Parties in any Subsidiary that is not a Loan Party (other than intercompany obligationsany Excluded Subsidiary) owned after the First Restatement Effective Date, together with the aggregate principal amount of Indebtedness owing by Immaterial any Loan Party to such Subsidiaries incurred under Section 7.01(c)(iii) after the First Restatement Effective Date, shall not exceed $10,000,000.20,000,000; (bd) Intercompany loans Indebtedness permitted by Section 7.01; (e) purchases of inventory and advances from any Subsidiary other property to be sold or used in the ordinary course of business; (f) Acquisitions after the First Restatement Effective Date by the Company or any Guarantor thatother Loan Party; provided that (i) if such Acquisition is an acquisition of Capital Stock of a Person, in such Acquisition shall not be opposed by the case board of loans directors (or advances from Foreign Subsidiariessimilar governing body) of such Person, are subordinated to the Obligations in accordance with the Foreign Subsidiary Subordination Agreement. (cii) Investments in Cash Equivalents. no Default shall have then occurred and be continuing or would result therefrom, (diii) Guarantees permitted by Section 6.06. (e) So long as immediately before and after giving effect thereto no Default exists, and so long as the Company (if the Company is party thereto) or a Guarantor (if the Company is not party thereto) is the surviving entity, the Company and its Subsidiaries may acquire another entity in the same line of business as the Company as described in Section 6.02(a) if: (i) at all times when the Consolidated Leverage Ratio is greater than 2.50 for the most recent period of four consecutive fiscal quarters (calculated to such Acquisition on a pro forma basis giving effect to the proposed acquisition as if such acquisition Acquisition had been consummated at occurred on the beginning first day of such period) the most recent Reference Period for which financial reports have been (or statements are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b)available, the purchase price for all such acquisitions permitted pursuant to this clause (e)(i) does not exceed, except with the consent of the Required Lenders, $100,000,000 in cash (excluding consideration consisting of Capital Stock, the proceeds of the issuance of Capital Stock or Subordinated Indebtedness) in the aggregate over the term of the Agreement; (ii) at all times when the Consolidated Leverage Ratio is less than or equal to 2.50 for the most recent period of four consecutive fiscal quarters (calculated Required Ratio on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning last day of such period; and (iv) for which financial reports prior to the consummation of any such Acquisition, the Administrative Agent shall have received a certificate of a Responsible Officer setting forth the calculations required to determine compliance with clause (iii) above and certifying that the conditions set forth in this clause (f) with respect to such Acquisition have been satisfied; (or are required to have beeng) furnished to the Lenders in accordance with Sections 6.04(aInvestments (including debt obligations) or 6.04(b), received by the Company and its Subsidiaries may make unlimited acquisitions; providedin connection with the bankruptcy or reorganization of suppliers and/or customers and in good faith settlement of delinquent obligations of, however that and other disputes with, customers and/or suppliers arising in the event a transaction permitted pursuant to this clause (e)(ii) would, on a pro forma basis after giving effect thereto, cause the Consolidated Leverage Ratio to exceed 2.50, the portion ordinary course of the cash purchase price with respect to such transaction attributed to causing the Consolidated Leverage Ratio to be greater than 2.50 shall only be permitted to be paid to the extent the Company has sufficient availability in the $100,000,000 basket set forth in clause (e)(i) to take into account such excess amount; provided, further, that with respect to any acquisition permitted pursuant to this Section 6.08(e)(ii), (i) the acquisition must be approved by the target entity’s board of directors, (ii) the Company must be in compliance with the Computation Covenants immediately after giving effect to such acquisition, (iii) the acquired entity must not have any environmental liabilities which, after giving effect to such acquisition, would reasonably be expected to result in a Material Adverse Effect and (iv) any Subsidiary acquired under this Section 6.08(e) (other than (a) a Foreign Subsidiary or (b) any Immaterial Subsidiary if the aggregate book value of the assets (other than intercompany obligations) of all Immaterial Subsidiaries acquired under this Section 6.08(e) since the Closing Date does not exceed $10,000,000) shall guarantee the Obligations, as contemplated by Section 10.09. (f) So long as immediately before and after giving effect thereto no Default exists, the Company and its Subsidiaries may make (i) Investments in Unrestricted Affiliates engaged in businesses contemplated by Section 6.02(a) and (ii) Investments consisting of contributions of Property to Unrestricted Affiliates, in an aggregate amount for all such Investments permitted pursuant to this clause (f) (calculated at net book value at the time of such Investment), when taken together with the aggregate amount of all Dispositions permitted pursuant to Section 6.10(e), not to exceed $100,000,000. (g) Loans or advances to employees of the Company in an amount not to exceed (i) $1,000,000 in the aggregate outstanding at any time for the purchase of capital stock of the Company and (ii) $5,000,000 in the aggregate outstanding at any time for all other purposes.business; (h) So long as immediately before Investments under Swap Agreements permitted by Section 7.10; (i) bona fide advances to employees and after giving effect thereto no Default exists, Investments officers of the Company and its Subsidiaries in foreign Wholly Owned Subsidiaries; providedfor the purpose of paying payroll, however, that other than with respect to Investments outstanding as travel and related expenses incurred for proper business purposes of the Closing Date as described on Schedule 6.08(h), Company or such Subsidiary; (j) Investments received by the Company and its Subsidiaries in connection with any Disposition permitted by Section 7.04; (k) Investments held by any Person that becomes a Subsidiary after the First Restatement Effective Date; provided that (i) such Investments shall exist at the time such Person becomes a Subsidiary and are not involve the transfer created in contemplation of substantial noncash assets from the Company and its domestic Subsidiaries to its Foreign Subsidiaries other than up to $35,000,000 or in book value of foreign patents and foreign trademarks; connection with such Person becoming a Subsidiary and (ii) net cash such Investments of the Company and its domestic Subsidiaries in Foreign Subsidiaries made pursuant to this Section 6.08(h) at any one time outstanding shall not exceed $125,000,000 in be increased after such time unless such increase is permitted by another clause of this Section; (l) other Investments after the aggregate. First Restatement Effective Date; provided that (i) So long as no Event of Default has occurred and is continuing or will immediately before result from such Investment and (ii) after giving effect thereto no Default existsto such Investment on a pro forma basis as if such Investment had occurred on the first day of the most recent Reference Period for which financial statements are available, and provided that the Consolidated Leverage Ratio is less than or equal to the Required Ratio minus 0.50x on the last day of such period (without giving effect to any temporary increase in the Required Ratio as set forth in the proviso to Section 7.11(a)); (m) Investments by the Company complies with or any Subsidiary in the Capital Stock of any other Person (other than any Acquisition) in an aggregate amount (valued at cost on the date such Investment was made) not exceeding $10,000,000; and (n) in addition to Investments otherwise expressly permitted by this Section 10.097.06, Investments by the Company may create a Wholly Owned Subsidiary that constitutes a holding company for or any of its Subsidiaries in an aggregate amount (valued at cost on the Company’s European Subsidiariesdate such Investment was made) not to exceed $35,000,000 during the term of this Agreement.

Investments and Acquisitions. Neither the Company nor The Borrowers will not, and will not permit any of its Subsidiaries shall have outstandingSubsidiary to, acquirepurchase, commit itself hold or acquire (including pursuant to acquire any merger with any Person that was not a Wholly-Owned Subsidiary prior to such merger) any capital stock or hold any Investment other equity securities (including any Investment consisting option, warrant or other right to acquire any of the acquisition foregoing) of any businessother Person, or purchase or otherwise acquire (in one transaction or a series of transactions) (or become contractually committed to do so) except for the followingany assets of any other Person constituting a business unit, except: (a) Investments investments complying with the terms of the Company and its Subsidiaries in Wholly Owned Subsidiaries (a) which are domestic Subsidiaries as of the date of this Agreement or Argo Investment Policy; (b) which become domestic Wholly subject to the provisions of this Section 6.04 and, as applicable, the requirements contained in the definition of Permitted Acquisition, the Parent and its Wholly-Owned Subsidiaries may from time to time (i) effect Permitted Acquisitions for aggregate consideration (including Equity Interests and the assumption of Indebtedness) such that the Borrowers remain in compliance with the financial covenants set forth in Sections 6.09 and 6.10 and (ii) make investments in joint ventures; provided that (A) no Default is existing either at the time of the consummation of such proposed investment and immediately after giving effect thereto; (B) with respect to any such proposed investment for aggregate consideration (including Equity Interests and the Closing Date assumption of Indebtedness) exceeding $50,000,000, (1) the Rating shall be at least BBB - both immediately before the consummation of such proposed investment and become Guarantors immediately after giving effect thereto (and after giving effect to any adjustment of the Rating associated with the consummation of such proposed investment) and (2) the Administrative Agent shall have received written notice of any such proposed investment and information materials related thereto in form and substance reasonably satisfactory to it from the Borrower Representative not less than 7 days prior to the extent required by Section 10.09; provided, however, that consummation of such investment and (C) the aggregate book value of all assets amount invested in joint ventures pursuant to this Section 6.04(b) (other than intercompany obligationsvalued at initial cost less capital distributions) owned by Immaterial Subsidiaries shall not exceed $10,000,000. (b) Intercompany loans and advances from any Subsidiary to the Company or any Guarantor that, in the case of loans or advances from Foreign Subsidiaries, are subordinated to the Obligations in accordance with the Foreign Subsidiary Subordination Agreement.50,000,000; (c) Investments investments of any Person in Cash Equivalents.existence at the time such Person becomes a Subsidiary pursuant to a Permitted Acquisition; provided that such investment was not made in connection with or in anticipation of such Person becoming a Subsidiary; and (d) Guarantees permitted investments by Section 6.06. (e) So long as immediately before and after giving effect thereto no Default exists, and so long as the Company (if the Company is party thereto) Parent or a Guarantor (if the Company is not party thereto) is the surviving entity, the Company and its Subsidiaries may acquire another entity any Subsidiary in the same line of business as the Company as described in Section 6.02(a) if: (i) at all times when the Consolidated Leverage Ratio is greater than 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the purchase price for all such acquisitions permitted pursuant to this clause (e)(i) does not exceed, except with the consent of the Required Lenders, $100,000,000 in cash (excluding consideration consisting of Capital Stock, the proceeds of the issuance of Capital Stock or Subordinated Indebtedness) in the aggregate over the term of the Agreement; (ii) at all times when the Consolidated Leverage Ratio is less than or equal to 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the Company and its Subsidiaries may make unlimited acquisitions; provided, however that in the event a transaction permitted pursuant to this clause (e)(ii) would, on a pro forma basis after giving effect thereto, cause the Consolidated Leverage Ratio to exceed 2.50, the portion of the cash purchase price with respect to such transaction attributed to causing the Consolidated Leverage Ratio to be greater than 2.50 shall only be permitted to be paid to the extent the Company has sufficient availability in the $100,000,000 basket set forth in clause (e)(i) to take into account such excess amount; provided, further, that with respect to any acquisition permitted pursuant to this Section 6.08(e)(ii), (i) the acquisition must be approved by the target entity’s board of directors, (ii) the Company must be in compliance with the Computation Covenants immediately after giving effect to such acquisition, (iii) the acquired entity must not have any environmental liabilities which, after giving effect to such acquisition, would reasonably be expected to result in a Material Adverse Effect and (iv) any Subsidiary acquired under this Section 6.08(e) (other than (a) a Foreign Subsidiary or (b) any Immaterial Subsidiary if the aggregate book value of the assets (other than intercompany obligations) of all Immaterial Subsidiaries acquired under this Section 6.08(e) since the Closing Date does not exceed $10,000,000) shall guarantee the Obligations, as contemplated by Section 10.09. (f) So long as immediately before and after giving effect thereto no Default exists, the Company and its Subsidiaries may make (i) Investments in Unrestricted Affiliates engaged in businesses contemplated by Section 6.02(a) and (ii) Investments consisting of contributions of Property to Unrestricted Affiliates, in an aggregate amount for all such Investments permitted pursuant to this clause (f) (calculated at net book value at the time of such Investment), when taken together with the aggregate amount of all Dispositions permitted pursuant to Section 6.10(e), not to exceed $100,000,000. (g) Loans or advances to employees of the Company in an amount not to exceed (i) $1,000,000 in the aggregate outstanding at any time for the purchase of capital stock of the Company and (ii) $5,000,000 in the aggregate outstanding at any time for all other purposesa Subsidiary. (h) So long as immediately before and after giving effect thereto no Default exists, Investments of the Company and its Subsidiaries in foreign Wholly Owned Subsidiaries; provided, however, that other than with respect to Investments outstanding as of the Closing Date as described on Schedule 6.08(h), (i) such Investments shall not involve the transfer of substantial noncash assets from the Company and its domestic Subsidiaries to its Foreign Subsidiaries other than up to $35,000,000 in book value of foreign patents and foreign trademarks; and (ii) net cash Investments of the Company and its domestic Subsidiaries in Foreign Subsidiaries made pursuant to this Section 6.08(h) at any one time outstanding shall not exceed $125,000,000 in the aggregate. (i) So long as immediately before and after giving effect thereto no Default exists, and provided that the Company complies with Section 10.09, the Company may create a Wholly Owned Subsidiary that constitutes a holding company for the Company’s European Subsidiaries.

Investments and Acquisitions. Neither the Company nor Make any of its Subsidiaries shall have outstandingAcquisition, acquireor enter into an agreement to make any Acquisition, commit itself or make or suffer to acquire or hold exist any Investment (including any Investment consisting of the acquisition of any business) (or become contractually committed to do so) except for the followingInvestment, other than: (a) Investments consisting of the Company and its Subsidiaries in Wholly Owned Subsidiaries (a) which are domestic Subsidiaries as of the date of this Agreement Cash or (b) which become domestic Wholly Owned Subsidiaries after the Closing Date and become Guarantors to the extent required by Section 10.09; provided, however, that the aggregate book value of all assets (other than intercompany obligations) owned by Immaterial Subsidiaries shall not exceed $10,000,000.Cash Equivalents; (b) Intercompany loans and advances from any Subsidiary to employees of Borrower or its Subsidiaries for travel, housing expenses, stock option plans, or otherwise in connection with their employment or the Company business of Borrower or any Guarantor that, in the case of loans or advances from Foreign its Subsidiaries, are subordinated to the Obligations in accordance with the Foreign Subsidiary Subordination Agreement.; (c) Investments of Borrower in Cash Equivalents.any of its wholly- owned Subsidiaries and Investments of any Subsidiary of Borrower in Borrower or any of Borrower's wholly-owned Subsidiaries; (d) Guarantees permitted by Section 6.06.the Rayco Acquisition; (e) So long as immediately before Acquisitions of or Investments in Persons engaged in the residential housing construction business and/or the residential land development business in the United States of America, Canada, Mexico and Europe, provided that (i) to the extent that any such Acquisition or Investment is made by a Foreign Subsidiary, after giving effect thereto Borrower shall be in compliance with Section 6.19, (ii) after giving effect to such Acquisition - 75 - 81 or Investment on a proforma basis, no Default exists, or Event of Default then exists or would result therefrom and so long as the Company (if the Company is party theretoiii) nothing in this clause (e) shall limit Investments permitted by clause (c) above; (f) Acquisitions or a Guarantor (if the Company is not party thereto) is the surviving entity, the Company and its Subsidiaries may acquire another entity Investments in Persons engaged in the same line commercial construction business in the United States of business as the Company as described in Section 6.02(a) if: America or Europe; provided that (i) at all times when the Consolidated Leverage Ratio is greater than 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if extent that any such acquisition had been consummated at the beginning of such period) for which financial reports have been (Acquisition or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b)Investment is made by a Foreign Subsidiary, the purchase price for all such acquisitions permitted pursuant to this clause (e)(i) does not exceed, except with the consent of the Required Lenders, $100,000,000 in cash (excluding consideration consisting of Capital Stock, the proceeds of the issuance of Capital Stock or Subordinated Indebtedness) in the aggregate over the term of the Agreement; (ii) at all times when the Consolidated Leverage Ratio is less than or equal to 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the Company and its Subsidiaries may make unlimited acquisitions; provided, however that in the event a transaction permitted pursuant to this clause (e)(ii) would, on a pro forma basis after giving effect thereto, cause the Consolidated Leverage Ratio to exceed 2.50, the portion of the cash purchase price thereto Borrower shall be in compliance with respect to such transaction attributed to causing the Consolidated Leverage Ratio to be greater than 2.50 shall only be permitted to be paid to the extent the Company has sufficient availability in the $100,000,000 basket set forth in clause (e)(i) to take into account such excess amount; provided, further, that with respect to any acquisition permitted pursuant to this Section 6.08(e)(ii), (i) the acquisition must be approved by the target entity’s board of directors6.19, (ii) the Company must be aggregate cost of such Acquisitions of or Investments in compliance with such Persons engaged in the Computation Covenants immediately commercial construction business in countries in Europe (other than France) made after giving effect to such acquisitionthe Amendment Effective Date, shall not exceed at any time $25,000,000, (iii) the acquired entity must aggregate cost of such Acquisitions of and Investments in such Persons engaged in the commercial construction business within the United States of America, when added to the aggregate cost of investments in such inventory within the United States of America made after the Amendment Effective Date, shall not have any environmental liabilities which, after giving effect to such acquisition, would reasonably be expected to result exceed $15,000,000 in a Material Adverse Effect the aggregate and (iv) any Subsidiary acquired under nothing in this Section 6.08(e) (other than (a) a Foreign Subsidiary or (b) any Immaterial Subsidiary if the aggregate book value of the assets (other than intercompany obligations) of all Immaterial Subsidiaries acquired under this Section 6.08(e) since the Closing Date does not exceed $10,000,000) shall guarantee the Obligations, as contemplated by Section 10.09. clause (f) So long shall limit Investments permitted by clause (c) above; (g) Investments by KBMHG in a Person owning one or more multi-unit affordable housing projects, provided that such Investment is made as immediately before and after giving effect thereto no Default existsa limited partner, the Company and or otherwise on a basis that will not result in liability or contingent liability to Borrower or any of its Subsidiaries may make for the obligations of such Person; (h) Investments by the Mortgage Company that are permitted under the Mortgage Warehousing Agreement; (i) Investments in Unrestricted Affiliates existence on the Amendment Effective Date disclosed on Schedule 6.4; (j) Acquisitions of or Investments in Persons engaged primarily in businesses contemplated in addition to those permitted by Section 6.02(aSections 6.4(e) and through (ii) Investments consisting g), provided that the aggregate cost of contributions of Property to Unrestricted Affiliates, in an aggregate amount for all such Acquisitions and Investments permitted pursuant to this clause (f) (calculated made after the Amendment Effective Date does not exceed at net book value at the time of such Investment), when taken together with the aggregate amount of all Dispositions permitted pursuant to Section 6.10(e), not to exceed $100,000,000. (g) Loans or advances to employees of the Company in an amount not to exceed (i) $1,000,000 in the aggregate outstanding at any time for the purchase of capital stock of the Company and (ii) $5,000,000 in the aggregate outstanding at any time for all other purposes. (h) So long as immediately before and after giving effect thereto no Default exists, Investments of the Company and its Subsidiaries in foreign Wholly Owned Subsidiaries; provided, however, that other than with respect to Investments outstanding as of the Closing Date as described on Schedule 6.08(h), (i) such Investments shall not involve the transfer of substantial noncash assets from the Company and its domestic Subsidiaries to its Foreign Subsidiaries other than up to $35,000,000 in book value of foreign patents and foreign trademarks; and (ii) net cash Investments of the Company and its domestic Subsidiaries in Foreign Subsidiaries made pursuant to this Section 6.08(h) at any one time outstanding shall not exceed $125,000,000 in the aggregate. (i) So long as immediately before and after giving effect thereto no Default exists, and provided that the Company complies with Section 10.09, the Company may create a Wholly Owned Subsidiary that constitutes a holding company for the Company’s European Subsidiaries.

Investments and Acquisitions. Neither the Company nor any of The Borrower and its Subsidiaries shall have outstandingmay make Investments (including, acquirewithout limitation, commit itself loans and advances to, and other Investments in, its Subsidiaries) and commitments therefor, create Subsidiaries, become a partner in any partnership or joint venture and make Acquisitions, subject to acquire or hold any Investment (including any Investment consisting of the acquisition of any business) (or become contractually committed to do so) except for the following: (a) Investments of the Company The Borrower and its Subsidiaries may make Acquisitions so long as (i) such transactions (A) consist exclusively of Acquisitions of businesses or entities engaged in Wholly Owned Subsidiaries the property and casualty business, (aB) which are domestic Subsidiaries as do not constitute hostile takeovers and (C) do not require the payment of an aggregate consideration in excess of $100,000,000 after the date of this Agreement or Agreement, (bii) which become domestic Wholly Owned Subsidiaries after the Closing Date Borrower provides the Agent and become Guarantors each Lender with written notice of such transactions at least 20 days prior to the extent required by Section 10.09; providedeffective date thereof, however, that the aggregate book value of all assets and (other than intercompany obligationsiii) owned by Immaterial Subsidiaries shall not exceed $10,000,000no Default or Unmatured Default has occurred and is continuing or would occur after giving effect thereto. (b) Intercompany loans The Borrower and advances from any Subsidiary to its Subsidiaries may make Investments in debt securities so long as at least 85% of the Company or any Guarantor that, principal amount outstanding of all such Investments constitutes an Investment in the case of loans or advances from Foreign Subsidiaries, are subordinated to the Obligations in accordance with the Foreign Subsidiary Subordination AgreementInvestment Grade Obligations. (c) Any Investments made by any Insurance Subsidiary must be of a quality acceptable to the insurance commissioner in Cash Equivalentsthe respective domiciliary state of such Insurance Subsidiary. (d) Guarantees permitted by Section 6.06The Borrower and its Subsidiaries may make loans to and extend guarantees of loans made to employees of the Borrower and its Subsidiaries to purchase stock of the Borrower pursuant to an employee stock purchase plan, so long as the aggregate principal amount outstanding of all such loans and guaranteed loans shall not exceed $20,000,000 in the aggregate. (e) So long as immediately before and after giving effect thereto no Default exists, and so long as the Company (if the Company is party thereto) or a Guarantor (if the Company is not party thereto) is the surviving entity, the Company The Borrower and its Subsidiaries may acquire another entity become a partner in the same line of business as the Company as described a partnership or joint venture or similar Person in Section 6.02(a) if: (i) at all times when the Consolidated Leverage Ratio is greater than 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis transaction which does not constitute an Acquisition; provided, that after giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b)transaction, the purchase price for all such acquisitions permitted pursuant to this clause (e)(i) does not exceed, except with the consent aggregate fair market value of the Required Lenderspartnership, $100,000,000 in cash (excluding consideration consisting of Capital Stock, the proceeds joint venture and other interests so obtained shall not exceed at any time 20% of the issuance of Capital Stock or Subordinated Indebtedness) in the aggregate over the term statutory surplus of the Agreement; (ii) Insurance Subsidiaries at all times when the Consolidated Leverage Ratio is less than or equal to 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the Company and its Subsidiaries may make unlimited acquisitions; provided, however that in the event a transaction permitted pursuant to this clause (e)(ii) would, on a pro forma basis after giving effect thereto, cause the Consolidated Leverage Ratio to exceed 2.50, the portion of the cash purchase price with respect to such transaction attributed to causing the Consolidated Leverage Ratio to be greater than 2.50 shall only be permitted to be paid to the extent the Company has sufficient availability in the $100,000,000 basket set forth in clause (e)(i) to take into account such excess amounttime; provided, further, that with respect to any acquisition permitted pursuant to this Section 6.08(e)(ii), (ix) interests in joint ventures which are limited liability companies engaging in the acquisition must be approved by same lines of business as the target entity’s board of directors, (ii) the Company must be in compliance with the Computation Covenants immediately after giving effect to such acquisition, (iii) the acquired entity must not have any environmental liabilities which, after giving effect to such acquisition, would reasonably be expected to result in a Material Adverse Effect Insurance Subsidiaries and (ivy) any interests in partnerships, to the extent that such investments are insurance company portfolio investments made by an Insurance Subsidiary acquired under this Section 6.08(e) (other than (a) a Foreign Subsidiary or (b) any Immaterial Subsidiary if the aggregate book value of the assets (other than intercompany obligations) of all Immaterial Subsidiaries acquired under this Section 6.08(e) since the Closing Date does not exceed $10,000,000) shall guarantee the Obligations, as contemplated by Section 10.09. (f) So long as immediately before and after giving effect thereto no Default exists, the Company and its Subsidiaries may make (i) Investments in Unrestricted Affiliates engaged in businesses contemplated by Section 6.02(a) and (ii) Investments consisting of contributions of Property to Unrestricted Affiliates, in an aggregate amount for all such Investments permitted pursuant to this clause (f) (calculated at net book value at the time of such Investment), when taken together with the aggregate amount of all Dispositions permitted pursuant to Section 6.10(e), not to exceed $100,000,000. (g) Loans or advances to employees of the Company in an amount not to exceed (i) $1,000,000 in the aggregate outstanding at any time for the purchase ordinary course of capital stock of the Company and (ii) $5,000,000 in the aggregate outstanding at any time for all other purposes. (h) So long as immediately before and after giving effect thereto no Default existsbusiness, Investments of the Company and its Subsidiaries in foreign Wholly Owned Subsidiaries; provided, however, that other than with respect to Investments outstanding as of the Closing Date as described on Schedule 6.08(h), (i) such Investments shall not involve the transfer of substantial noncash assets from the Company and its domestic Subsidiaries to its Foreign Subsidiaries other than up to $35,000,000 in book value of foreign patents and foreign trademarks; and (ii) net cash Investments of the Company and its domestic Subsidiaries in Foreign Subsidiaries made pursuant to this Section 6.08(h) at any one time outstanding shall not exceed $125,000,000 in the aggregatecount toward such limitation. (i) So long as immediately before and after giving effect thereto no Default exists, and provided that the Company complies with Section 10.09, the Company may create a Wholly Owned Subsidiary that constitutes a holding company for the Company’s European Subsidiaries.

Investments and Acquisitions. Neither No Borrower will, nor will the Company nor permit any of its Subsidiaries shall have outstandingother Subsidiary to, acquire, commit itself make or suffer to acquire or hold exist any Investment Investments (including loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or create any Investment consisting of the acquisition Subsidiary or to become or remain a partner in any partnership or joint venture, or make any Acquisition of any business) (or become contractually committed to do so) except for the followingPerson, except: (a) Cash Equivalent Investments; (b) existing Investments in Subsidiaries, and other Investments in existence on the date hereof and described in Schedule 7.05; (c) ownership of stock, obligations or securities received in settlement of debts (created in the ordinary course of business) owing to any Borrower or any Subsidiary; (d) endorsement of negotiable instruments for collection in the ordinary course of business; (e) loans and advances to (i) non-executive employees in the ordinary course of business for travel, relocation and similar purposes and (ii) executive employees in the ordinary course of business for travel; (f) Investments in Domestic Joint Ventures and Acquisitions so long as, in either case, such Domestic Joint Venture or the target of such Acquisition is in a business reasonably related or complimentary to that of the Company and its Subsidiaries in Wholly Owned Subsidiaries Subsidiaries; provided that (ai) which are domestic Subsidiaries as of the date of this Agreement no Default exists or (b) which become domestic Wholly Owned Subsidiaries after the Closing Date and become Guarantors to the extent required by Section 10.09; provided, however, that the aggregate book value of all assets (other than intercompany obligations) owned by Immaterial Subsidiaries shall not exceed $10,000,000. (b) Intercompany loans and advances from any Subsidiary to the Company or any Guarantor that, in the case of loans or advances from Foreign Subsidiaries, are subordinated to the Obligations in accordance with the Foreign Subsidiary Subordination Agreement. (c) Investments in Cash Equivalents. (d) Guarantees permitted by Section 6.06. (e) So long as immediately before and would exist after giving effect thereto no Default exists, and so long as the Company (if the Company is party thereto) or a Guarantor (if the Company is not party thereto) is the surviving entity, the Company and its Subsidiaries may acquire another entity in the same line of business as the Company as described in Section 6.02(a) if: (i) at all times when the Consolidated Leverage Ratio is greater than 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the purchase price for all such acquisitions permitted pursuant to this clause (e)(i) does not exceed, except with the consent of the Required Lenders, $100,000,000 in cash (excluding consideration consisting of Capital Stock, the proceeds of the issuance of Capital Stock or Subordinated Indebtedness) in the aggregate over the term of the Agreement; (ii) at all times when the Consolidated Leverage Ratio is less than or equal to 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the Company and its Subsidiaries may make unlimited acquisitions; provided, however that in the event a transaction permitted pursuant to this clause (e)(ii) would, on a pro forma basis after giving effect thereto, cause the Consolidated Leverage Ratio to exceed 2.50, the portion of the cash purchase price with respect to such transaction attributed to causing the Consolidated Leverage Ratio to be greater than 2.50 shall only be permitted to be paid to the extent the Company has sufficient availability in the $100,000,000 basket set forth in clause (e)(i) to take into account such excess amount; provided, further, that with respect to any acquisition permitted pursuant to this Section 6.08(e)(ii), (i) the acquisition must be approved by the target entity’s board of directors, Investment or Acquisition and (ii) the Board of Directors or other governing body of such Domestic Joint Venture or such target whose Property, or voting Equity Interests or other Equity Interests in which, are being so acquired has approved the terms of such acquisition; and provided further that, notwithstanding the foregoing, no Acquisition of any Person that is organized under the laws of a jurisdiction other than the United States, a State thereof or the District of Columbia shall be permitted under this clause (f) unless such Person will be a Company-Controlled Foreign Subsidiary following such Acquisition; (g) Investments in Domestic Subsidiaries provided that following the making of such Investment the Company must would continue to be in compliance with the Computation Covenants immediately after giving effect to Guarantor Requirement set forth in Section 6.10 as if measured on the date of such acquisition, (iii) the acquired entity must not have any environmental liabilities which, after giving effect to such acquisition, would reasonably be expected to result in a Material Adverse Effect and (iv) any Subsidiary acquired under this Section 6.08(e) (other than (a) a Foreign Subsidiary or (b) any Immaterial Subsidiary if the aggregate book value of the assets (other than intercompany obligations) of all Immaterial Subsidiaries acquired under this Section 6.08(e) since the Closing Date does not exceed $10,000,000) shall guarantee the Obligations, as contemplated by Section 10.09. (f) So long as immediately before Investment and after giving effect thereto no Default exists, the Company and its Subsidiaries may make (i) Investments in Unrestricted Affiliates engaged in businesses contemplated by Section 6.02(a) and (ii) Investments consisting of contributions of Property to Unrestricted Affiliates, in an aggregate amount for all such Investments permitted pursuant to this clause (f) (calculated at net book value at the time of such Investment), when taken together with the aggregate amount of all Dispositions permitted pursuant to Section 6.10(e), not to exceed $100,000,000. (g) Loans or advances to employees of the Company in an amount not to exceed (i) $1,000,000 in the aggregate outstanding at any time for the purchase of capital stock of the Company and (ii) $5,000,000 in the aggregate outstanding at any time for all other purposes. (h) So long as immediately before and after giving effect thereto no Default exists, Investments of the Company and its Subsidiaries in foreign Wholly Owned Subsidiaries; provided, however, that other than with respect to Investments outstanding as of the Closing Date as described on Schedule 6.08(h), (i) such Investments shall not involve the transfer of substantial noncash assets from the Company and its domestic Subsidiaries to its Foreign Subsidiaries other than up to $35,000,000 in book value of foreign patents and foreign trademarks; and (ii) net cash Investments of the Company and its domestic Subsidiaries in Foreign Subsidiaries made pursuant to this Section 6.08(h) at any one time outstanding shall not exceed $125,000,000 in the aggregate. (i) So long as immediately before and after giving effect thereto no Default exists, and provided that the Company complies with Section 10.09, the Company may create a Wholly Owned Subsidiary that constitutes a holding company for the Company’s European Subsidiaries.thereto;

Investments and Acquisitions. Neither the Company nor The Borrower will not, and will not cause or permit any of its Subsidiaries shall have outstandingto, acquire, commit itself make or suffer to acquire or hold exist any Investment Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to become or remain a partner in any Investment consisting of the acquisition partnership or joint venture, or to make any Acquisition of any business) (or become contractually committed to do so) Person, except for the followingfor: (a) Investments Cash Equivalent Investments, subject to Deposit Account Control Agreements in favor of the Company and its Subsidiaries in Wholly Owned Subsidiaries (a) which are domestic Subsidiaries as Collateral Agent on behalf of the date Purchasers or otherwise subject to a perfected security interest in favor of this Agreement or (b) which become domestic Wholly Owned Subsidiaries after the Closing Date Collateral Agent on behalf of the Purchasers, and become Guarantors to purchases of assets in the extent required by Section 10.09; provided, however, that the aggregate book value ordinary course of all assets (other than intercompany obligations) owned by Immaterial Subsidiaries shall not exceed $10,000,000.business; (b) Intercompany loans Investments (including intercompany Indebtedness permitted by, and advances from made in compliance with, Section 9.2(k)) by (x) any Loan Party in any other Loan Party and (y) any Subsidiary to the Company or that is not a Loan Party in any Guarantor that, other Subsidiary that is not a Loan Party; provided that in the case of loans or advances from Foreign Subsidiaries, are subordinated to the Obligations in accordance with the Foreign no event shall any Investments by and between a Loan Party and a Subsidiary Subordination Agreement.that is not a Loan Party be permitted; (c) Investments comprised of (i) accounts receivables or notes payable owing to the Borrower or Subsidiary if created or acquired in Cash Equivalents.the ordinary course of business, (ii) endorsements of negotiable instruments held for collection in the ordinary course of business or (iii) lease, utility and other similar deposits made in the ordinary course of business; (d) Guarantees permitted by Section 6.06.Investments in securities of trade creditors, customers, suppliers or account debtors received in satisfaction or partial satisfaction of obligations owing to it or upon foreclosure or pursuant to any plan of reorganization or liquidation or similar arrangement upon the bankruptcy or insolvency of such trade creditors, customers, suppliers or account debtors; (e) So long as immediately before deposits of cash made in the ordinary course of business to secure performance of operating leases permitted hereunder; (f) Investments existing on the Closing Date and after giving effect thereto no Default existsset forth on Schedule 9.5; (g) extensions of payment terms made to customers in the ordinary course of business; (h) guarantees permitted by Section 9.2(l)(i), and so long as the Company (if the Company is party theretoiii) or a Guarantor (if the Company is not party theretoiv) is the surviving entity, the Company and its Subsidiaries may acquire another entity in the same line of business as the Company as described in Indebtedness permitted by Section 6.02(a) if:9.2(m); (i) at all times when the Consolidated Leverage Ratio is greater than 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect loans and advances to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the purchase price for all such acquisitions permitted pursuant to this clause (e)(i) does not exceed, except with the consent employees of the Required Lenders, $100,000,000 in cash (excluding consideration consisting Borrower or any of Capital Stock, the proceeds of the issuance of Capital Stock or Subordinated Indebtedness) its Subsidiaries in the aggregate over the term ordinary course of the Agreement; business (iiincluding for travel, entertainment and relocation expenses) at all times when the Consolidated Leverage Ratio is less than or equal to 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the Company and its Subsidiaries may make unlimited acquisitions; provided, however that in the event a transaction permitted pursuant to this clause (e)(ii) would, on a pro forma basis after giving effect thereto, cause the Consolidated Leverage Ratio to exceed 2.50, the portion of the cash purchase price with respect to such transaction attributed to causing the Consolidated Leverage Ratio to be greater than 2.50 shall only be permitted to be paid to the extent the Company has sufficient availability in the $100,000,000 basket set forth in clause (e)(i) to take into account such excess amount; provided, further, that with respect to any acquisition permitted pursuant to this Section 6.08(e)(ii), (i) the acquisition must be approved by the target entity’s board of directors, (ii) the Company must be in compliance with the Computation Covenants immediately after giving effect to such acquisition, (iii) the acquired entity must not have any environmental liabilities which, after giving effect to such acquisition, would reasonably be expected to result in a Material Adverse Effect and (iv) any Subsidiary acquired under this Section 6.08(e) (other than (a) a Foreign Subsidiary or (b) any Immaterial Subsidiary if the aggregate book value of the assets (other than intercompany obligations) of all Immaterial Subsidiaries acquired under this Section 6.08(e) since the Closing Date does not exceed $10,000,000) shall guarantee the Obligations, as contemplated by Section 10.09. (f) So long as immediately before and after giving effect thereto no Default exists, the Company and its Subsidiaries may make (i) Investments in Unrestricted Affiliates engaged in businesses contemplated by Section 6.02(a) and (ii) Investments consisting of contributions of Property to Unrestricted Affiliates, in an aggregate amount for all such the Borrower and its Subsidiaries not to exceed $400,000 at any one time outstanding; (j) Investments permitted to fund or pay obligations with respect to workers’ compensation, unemployment insurance, health, disability, pension, severance or other employee benefits or other social security legislation, in each case, made pursuant to applicable law; and (k) in addition to Investments otherwise expressly permitted by this clause Section 9.5, Investments (fincluding in joint ventures, strategic alliances and corporate collaborations) (calculated at net book value at by the time Borrower or any of such Investment), when taken together with its Subsidiaries the aggregate amount of all Dispositions permitted pursuant to Section 6.10(e), not to of which Investments (valued at cost) does exceed $100,000,000250,000. (g) Loans or advances to employees of the Company in an amount not to exceed (i) $1,000,000 in the aggregate outstanding at any time for the purchase of capital stock of the Company and (ii) $5,000,000 in the aggregate outstanding at any time for all other purposes. (h) So long as immediately before and after giving effect thereto no Default exists, Investments of the Company and its Subsidiaries in foreign Wholly Owned Subsidiaries; provided, however, that other than with respect to Investments outstanding as of the Closing Date as described on Schedule 6.08(h), (i) such Investments shall not involve the transfer of substantial noncash assets from the Company and its domestic Subsidiaries to its Foreign Subsidiaries other than up to $35,000,000 in book value of foreign patents and foreign trademarks; and (ii) net cash Investments of the Company and its domestic Subsidiaries in Foreign Subsidiaries made pursuant to this Section 6.08(h) at any one time outstanding shall not exceed $125,000,000 in the aggregate. (i) So long as immediately before and after giving effect thereto no Default exists, and provided that the Company complies with Section 10.09, the Company may create a Wholly Owned Subsidiary that constitutes a holding company for the Company’s European Subsidiaries.

Investments and Acquisitions. Neither the The Company will not, nor will it permit any of its Subsidiaries shall have outstandingSubsidiary to, acquire, commit itself make or suffer to acquire or hold exist any Investment Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries which are not Wholly-Owned Subsidiaries), or commitments therefor, or make any Investment consisting of the acquisition Acquisition of any businessPerson, if (i) after giving effect to such Investment or Acquisition, on a pro forma basis (or become contractually committed after giving effect to do so) except for the following:LucasVarity Acquisition, the Volvo Acquisition and the Euclid Acquisition) (a) Investments any Default or Unmatured Default shall have occurred and be continuing or (b) more than 30% of the projected consolidated net income of the Company and its Subsidiaries (determined in Wholly Owned Subsidiaries (aaccordance with Agreement Accounting Principles) for the twelve-month period following such Investment or Acquisition will be derived from fields of enterprise which are domestic not substantially the same as those conducted by the Company and its Subsidiaries as of the date of this Agreement Closing Date, or (bii) which become domestic Wholly Owned the value of any consideration (other than equity securities of the Company) to be paid by the Company and its Subsidiaries in connection with any such Investment (other than Investments of the types described in clauses (ii) through (iv) of the definition thereof) or Acquisition (other than the LucasVarity Acquisition, the Volvo Acquisition and the Euclid Acquisition), together with the aggregate value of the consideration (other than equity securities of the Company) paid or to be paid by the Company and its Subsidiaries in connection with all Acquisitions and all such Investments after the Closing Date (other than the LucasVarity Acquisition, the Volvo Acquisition and become Guarantors the Euclid Acquisition), would exceed $200,000,000, or (iii) after giving effect to such Investment or Acquisition, on a pro forma basis the extent required by Section 10.09Company and its Subsidiaries would not be in compliance with the covenants contained in Sections 6.17 and 6.18; provided, however, that nothing in this Section 6.13 shall be construed to prohibit the aggregate book value of all assets (other than intercompany obligations) owned by Immaterial Subsidiaries shall not exceed $10,000,000. (b) Intercompany loans and advances from any Subsidiary to the Company or any Guarantor that, in the case of loans or advances from Foreign Subsidiaries, are subordinated to the Obligations in accordance with the Foreign Subsidiary Subordination Agreement. (c) Investments in Cash Equivalents. (d) Guarantees permitted by Section 6.06. (e) So long as immediately before and after giving effect thereto no Default exists, and so long as the Company (if the Company is party thereto) or a Guarantor (if the Company is not party thereto) is the surviving entityLucasVarity Acquisition, the Company and its Subsidiaries may acquire another entity in Volvo Acquisition or the same line of business as the Company as described in Section 6.02(a) if: (i) at all times when the Consolidated Leverage Ratio is greater than 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the purchase price for all such acquisitions permitted pursuant to this clause (e)(i) does not exceed, except with the consent of the Required Lenders, $100,000,000 in cash (excluding consideration consisting of Capital Stock, the proceeds of the issuance of Capital Stock or Subordinated Indebtedness) in the aggregate over the term of the Agreement; (ii) at all times when the Consolidated Leverage Ratio is less than or equal to 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the Company and its Subsidiaries may make unlimited acquisitions; provided, however that in the event a transaction permitted pursuant to this clause (e)(ii) would, on a pro forma basis after giving effect thereto, cause the Consolidated Leverage Ratio to exceed 2.50, the portion of the cash purchase price with respect to such transaction attributed to causing the Consolidated Leverage Ratio to be greater than 2.50 shall only be permitted to be paid to the extent the Company has sufficient availability in the $100,000,000 basket set forth in clause (e)(i) to take into account such excess amount; provided, further, that with respect to any acquisition permitted pursuant to this Section 6.08(e)(ii), (i) the acquisition must be approved by the target entity’s board of directors, (ii) the Company must be in compliance with the Computation Covenants immediately after giving effect to such acquisition, (iii) the acquired entity must not have any environmental liabilities which, after giving effect to such acquisition, would reasonably be expected to result in a Material Adverse Effect and (iv) any Subsidiary acquired under this Section 6.08(e) (other than (a) a Foreign Subsidiary or (b) any Immaterial Subsidiary if the aggregate book value of the assets (other than intercompany obligations) of all Immaterial Subsidiaries acquired under this Section 6.08(e) since the Closing Date does not exceed $10,000,000) shall guarantee the Obligations, as contemplated by Section 10.09Euclid Acquisition. (f) So long as immediately before and after giving effect thereto no Default exists, the Company and its Subsidiaries may make (i) Investments in Unrestricted Affiliates engaged in businesses contemplated by Section 6.02(a) and (ii) Investments consisting of contributions of Property to Unrestricted Affiliates, in an aggregate amount for all such Investments permitted pursuant to this clause (f) (calculated at net book value at the time of such Investment), when taken together with the aggregate amount of all Dispositions permitted pursuant to Section 6.10(e), not to exceed $100,000,000. (g) Loans or advances to employees of the Company in an amount not to exceed (i) $1,000,000 in the aggregate outstanding at any time for the purchase of capital stock of the Company and (ii) $5,000,000 in the aggregate outstanding at any time for all other purposes. (h) So long as immediately before and after giving effect thereto no Default exists, Investments of the Company and its Subsidiaries in foreign Wholly Owned Subsidiaries; provided, however, that other than with respect to Investments outstanding as of the Closing Date as described on Schedule 6.08(h), (i) such Investments shall not involve the transfer of substantial noncash assets from the Company and its domestic Subsidiaries to its Foreign Subsidiaries other than up to $35,000,000 in book value of foreign patents and foreign trademarks; and (ii) net cash Investments of the Company and its domestic Subsidiaries in Foreign Subsidiaries made pursuant to this Section 6.08(h) at any one time outstanding shall not exceed $125,000,000 in the aggregate. (i) So long as immediately before and after giving effect thereto no Default exists, and provided that the Company complies with Section 10.09, the Company may create a Wholly Owned Subsidiary that constitutes a holding company for the Company’s European Subsidiaries.

Investments and Acquisitions. Neither The Parent and the Company Borrower will not, nor will they permit any of its Subsidiaries shall have outstandingSubsidiary to, acquire, commit itself make or suffer to acquire or hold exist any Investment Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of any Person, except: 6.13.1 Cash and Cash Equivalent Investments. 6.13.2 Existing Investments in Subsidiaries and other Investments in existence on the Restatement Effective Date and described in Schedule 6.13 and any renewal or extension of any such Investments that does not increase the amount of the Investment being renewed or extended as determined as of such date of renewal or extension. 6.13.3 Investments in trade receivables or 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. 6.13.4 Investments consisting of intercompany loans permitted under Section 6.14.6. 6.13.5 Acquisitions meeting the acquisition of any business) following requirements or otherwise approved by the Required Lenders (or become contractually committed to do so) except for the following:each such Acquisition constituting a “Permitted Acquisition”): (ai) Investments of the Company and its Subsidiaries in Wholly Owned Subsidiaries (a) which are domestic Subsidiaries as of the date of this Agreement the consummation of such Acquisition, no Default or Unmatured Default shall have occurred and be continuing or would result from such Acquisition, and the representation and warranty contained in Section 5.11 shall be true both before and after giving effect to such Acquisition; (bii) such Acquisition is initiated by Borrower and consummated on a non-hostile basis and consummated pursuant to a negotiated acquisition agreement approved by the board of directors or other applicable governing body of the seller or entity to be acquired; (iii) the business to be acquired in such Acquisition is similar or reasonably related to one or more of the lines of business in which become domestic Wholly Owned the Parent, the Borrower and the Subsidiaries after are engaged on the Closing Date Restatement Effective Date; (iv) as of the date of the consummation of such Acquisition, all material governmental and become Guarantors corporate approvals required in connection therewith shall have been obtained; (v) with respect to each Permitted Acquisition with respect to which the Purchase Price shall be greater than $75,000,000, not less than ten (10) days prior to the extent required by consummation of such Permitted Acquisition, the Borrower shall have delivered to the Agent a pro forma consolidated balance sheet, income statement and cash flow statement of the Parent and the Subsidiaries (the “Acquisition Pro Forma”), based on the Parent’s most recent financial statements delivered pursuant to Section 10.09; provided6.1 and taking into account such Permitted Acquisition (including, howeverfor purposes of Consolidated EBITDA, that factually supportable and identifiable costs savings and expenses, in accordance with Regulation S-X under the aggregate book value Securities Act of 1933 and satisfactory to the Agent), the funding of all assets Credit Extensions in connection therewith (and the use of the proceeds thereof) and the repayment of any Indebtedness in connection with such Permitted Acquisition, and such Acquisition Pro Forma shall reflect that, on a pro forma basis, the Parent would have been in compliance with the financial covenants set forth in Sections 6.20 and 6.21 for the four fiscal quarter period reflected in the compliance certificate most recently delivered to the Agent pursuant to Section 6.1.3 prior to the consummation of such Permitted Acquisition (giving effect to each of the adjustments described above as if made on the first day of such period); and (vi) prior to, or with respect to clauses (A) and (B) below, concurrently with, the consummation of, each such Permitted Acquisition, the Borrower shall deliver to the Agent a documentation, information and certification package in form and substance reasonably acceptable to the Agent, including, without limitation; (A) in the case of an Acquisition by or of a Domestic Subsidiary, the Collateral Documents necessary for the perfection of a first priority security interest (subject to Liens permitted under Section 6.15, provided that nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Agent under the Loan Documents to any Liens otherwise permitted under Section 6.15 (other than intercompany obligationsPermitted Priority Liens)) owned by Immaterial Subsidiaries shall not exceed $10,000,000. (b) Intercompany loans in all of the assets to be acquired or the equity interests and advances from any Subsidiary assets of the entity to the Company or any Guarantor thatbe acquired, or, in the case of loans or advances from the Acquisition of a Material Foreign SubsidiariesSubsidiary, are subordinated all of the applicable Collateral Documents required by Section 6.23, together with opinions of counsel, if requested by the Agent, in each case in form and substance reasonably acceptable to the Obligations in accordance with the Foreign Subsidiary Subordination Agreement. (c) Investments in Cash Equivalents. (d) Guarantees permitted by Section 6.06. (e) So long as immediately before and after giving effect thereto no Default exists, and so long as the Company (if the Company is party thereto) or a Guarantor (if the Company is not party thereto) is the surviving entity, the Company and its Subsidiaries may acquire another entity in the same line of business as the Company as described in Section 6.02(a) if: (i) at all times when the Consolidated Leverage Ratio is greater than 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the purchase price for all such acquisitions permitted pursuant to this clause (e)(i) does not exceed, except with the consent of the Required Lenders, $100,000,000 in cash (excluding consideration consisting of Capital Stock, the proceeds of the issuance of Capital Stock or Subordinated Indebtedness) in the aggregate over the term of the AgreementAgent; (iiB) at all times when the Consolidated Leverage Ratio is less than or equal to 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect supplement to the proposed acquisition Guaranty if the Permitted Acquisition is an Acquisition of equities and the target company would qualify as if such acquisition had been consummated at a Domestic Subsidiary after the beginning of such periodAcquisition but will not be merged with the Borrower or any existing Domestic Subsidiary; (C) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the Company and its Subsidiaries may make unlimited acquisitions; provided, however that in the event a transaction permitted pursuant to this clause (e)(ii) would, on a pro forma basis after giving effect thereto, cause the Consolidated Leverage Ratio to exceed 2.50, the portion of the cash purchase price with respect to such transaction attributed to causing each Permitted Acquisition the Consolidated Leverage Ratio to Purchase Price of which shall be greater than 2.50 shall only be permitted to be paid $75,000,000, the financial statements of the target entity, if any, delivered by the seller(s) to the extent purchaser; (D) a copy of the Company has sufficient availability in acquisition agreement for such Acquisition, together with drafts of the $100,000,000 basket set forth in clause material schedules thereto; (e)(iE) to take into account such excess amount; provideda copy of all documents, further, that instruments and agreements with respect to any acquisition Indebtedness to be incurred or assumed in connection with such Acquisition; and (F) such other documents or information as shall be reasonably requested by the Agent or any Lender. 6.13.6 Investments constituting promissory notes and other non-cash consideration received in connection with any transfer of assets permitted pursuant under Section 6.12.10. 6.13.7 Investments (x) constituting customer advances not to this exceed $20,000,000 at any one time outstanding and (y) arising as a result of any required payment under any Permitted Customer Financing Guaranty. 6.13.8 Extensions of trade credit in the ordinary course of business consistent with the Parent’s, the Borrower’s and the Subsidiaries’ past practices. 6.13.9 Investments constituting Rate Management Transactions permitted under Section 6.08(e)(ii6.17. 6.13.10 [Reserved]. 6.13.11 Subject to Section 6.24, the creation or formation of new Subsidiaries (as opposed to the Acquisition of new Subsidiaries), so long as all applicable requirements under Section 6.23 shall have been, or concurrently therewith are, satisfied. 6.13.12 Investments constituting expenditures for any purchase or other acquisition of any asset which would be classified as a fixed or capital asset on a consolidated balance sheet of the Parent and its Subsidiaries prepared in accordance with Agreement Accounting Principles to the extent otherwise permitted under this Agreement. 6.13.13 Investments by (i) the acquisition must be approved by the target entity’s board of directorsParent and its Subsidiaries in any Credit Party, (ii) the Company must any Subsidiary which is not a Guarantor and is not required to be a Guarantor in compliance with the Computation Covenants immediately after giving effect any other Subsidiary which is not a Guarantor and is not required to such acquisition, be a Guarantor and (iii) subject to Section 6.24, any Credit Party in any Foreign Subsidiary. 6.13.14 Deposits made in the acquired entity must not have ordinary course of business and referred to in Sections 6.15.4, 6.15.6 and 6.15.7. 6.13.15 Investments in connection with any environmental liabilities which, after giving effect to such acquisition, would reasonably be expected to result in a Material Adverse Effect and (iv) any Subsidiary acquired Receivables Purchase Facility permitted under this Section 6.08(e) (other than (a) a Foreign Subsidiary or (b) any Immaterial Subsidiary if the aggregate book value of the assets (other than intercompany obligations) of all Immaterial Subsidiaries acquired under this Section 6.08(e) since the Closing Date does not exceed $10,000,000) shall guarantee the Obligations, as contemplated by Section 10.09Agreement. (f) So long as immediately before and after giving effect thereto no Default exists, the Company and its Subsidiaries may make (i) 6.13.16 Additional Investments in Unrestricted Affiliates engaged in businesses contemplated by Section 6.02(a) and (ii) Investments consisting of contributions of Property to Unrestricted Affiliates, in an aggregate amount for all such Investments permitted pursuant to this clause (f) (calculated at net book value at the time of such Investment), when taken together with the aggregate amount of all Dispositions permitted pursuant to Section 6.10(e), not to exceed $100,000,000. (g) Loans or advances to employees of the Company in an amount not to exceed (i) $1,000,000 in the aggregate outstanding at any time for the purchase of capital stock of the Company and (ii) $5,000,000 in the aggregate outstanding at any time for all other purposes. (h) So long as immediately before and after giving effect thereto no Default exists, Investments of the Company and its Subsidiaries in foreign Wholly Owned Subsidiaries; provided, however, that other than with respect to Investments outstanding as of the Closing Date as described on Schedule 6.08(h), (i) such Investments shall not involve the transfer of substantial noncash assets from the Company and its domestic Subsidiaries to its Foreign Subsidiaries other than up to $35,000,000 in book value of foreign patents and foreign trademarks; and (ii) net cash Investments of the Company and its domestic Subsidiaries in Foreign Subsidiaries made pursuant to this Section 6.08(h) 40,000,000 at any one time outstanding shall not exceed $125,000,000 in the aggregateoutstanding. (i) So long as immediately before and after giving effect thereto no Default exists, and provided that the Company complies with Section 10.09, the Company may create a Wholly Owned Subsidiary that constitutes a holding company for the Company’s European Subsidiaries.

Investments and Acquisitions. Neither the Company The Borrower will not, nor will it permit any of its Subsidiaries shall have outstandingSubsidiary to, acquiremake or suffer to exist any Investments, commit itself or commitments therefor, or to acquire become or hold remain a partner in any Investment (including partnership or joint venture, or to make any Investment consisting of the acquisition Acquisition of any businessPerson, except: (i) (or become contractually committed to do so) except for the following:Cash Equivalent Investments; (a) Existing Investments in Subsidiaries and other Investments in existence on the date hereof and described in Schedule 1, (b) Investments (not including any permitted sale or other transfer of an interest in accounts or notes receivable) in a Securitization Entity in connection with Permitted Securitization Transactions and in an aggregate outstanding amount not to exceed 10% of the Company aggregate amount of all Permitted Securitization Transactions and (c) additional Investments in Subsidiaries which are not for the purpose of making or consummating an Acquisition; (iii) Other Investments and Acquisitions by the Borrower and its Subsidiaries in Wholly Owned Subsidiaries Subsidiaries, provided that (a) which are domestic Subsidiaries as of the date of this Agreement or (b) which become domestic Wholly Owned Subsidiaries after the Closing Date and become Guarantors to the extent required by Section 10.09; provided, however, that the aggregate book value of all assets (other than intercompany obligations) owned by Immaterial Subsidiaries shall not exceed $10,000,000. (b) Intercompany loans and advances from any Subsidiary to the Company or any Guarantor that, in the case of loans or advances from Foreign Subsidiaries, are subordinated to the Obligations in accordance with the Foreign Subsidiary Subordination Agreement. (c) Investments in Cash Equivalents. (d) Guarantees permitted by Section 6.06. (e) So long as immediately before and after giving effect thereto to such Investment or Acquisition, no Default existsor Unmatured Default shall exist or shall have occurred and be continuing and the representations and warranties contained in Article V and in the other Loan Documents shall be true and correct on and as of the date thereof (both before and after such Investment or Acquisition is consummated) as if made on the date such Investment or Acquisition is consummated, and so long as (b) the Company (if the Company target of such Investment or Acquisition is party thereto) or a Guarantor (if the Company is not party thereto) is the surviving entity, the Company and its Subsidiaries may acquire another entity in substantially the same line of business or a similar or related line of business as the Company as described in Section 6.02(aBorrower or the Guarantors, (c) if: (i) at all times when the Consolidated Leverage Ratio is greater than 2.50 for Board of Directors and the most recent period management of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as target of such Investment or Acquisition has approved such Investment or Acquisition if such acquisition had been consummated at board approval is otherwise necessary, and (d) the beginning of such period) for which financial reports have been (consideration paid or are required to have been) furnished to the Lenders payable or otherwise advanced in accordance connection with Sections 6.04(a) or 6.04(ball Investments and Acquisitions permitted by this Section 6.13(iii), the purchase price for all such acquisitions permitted pursuant to this clause (e)(i) does including without limitation any Indebtedness assumed in connection therewith or Contingent Liabilities incurred in connection therewith, shall not exceed, except with the consent exceed $75,000,000 in any single or series of the Required Lenders, related Investments or Acquisitions or $100,000,000 in cash (excluding consideration consisting of Capital Stock, the proceeds of the issuance of Capital Stock or Subordinated Indebtedness) 200,000,000 in the aggregate over for all Investments and Acquisitions made in any consecutive rolling three year period, provided that the term first day of the first such rolling three year period shall be the date of this Agreement;; and (ii) at all times when the Consolidated Leverage Ratio is less than or equal to 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the Company and its Subsidiaries may make unlimited acquisitions; provided, however that in the event a transaction permitted pursuant to this clause (e)(ii) would, on a pro forma basis after giving effect thereto, cause the Consolidated Leverage Ratio to exceed 2.50, the portion of the cash purchase price with respect to such transaction attributed to causing the Consolidated Leverage Ratio to be greater than 2.50 shall only be permitted to be paid to the extent the Company has sufficient availability in the $100,000,000 basket set forth in clause (e)(i) to take into account such excess amount; provided, further, that with respect to any acquisition permitted pursuant to this Section 6.08(e)(ii), (i) the acquisition must be approved by the target entity’s board of directors, (ii) the Company must be in compliance with the Computation Covenants immediately after giving effect to such acquisition, (iii) the acquired entity must not have any environmental liabilities which, after giving effect to such acquisition, would reasonably be expected to result in a Material Adverse Effect and (iv) any Subsidiary acquired under this Section 6.08(e) Additional Investments (other than (aAcquisitions) a Foreign Subsidiary or (b) provided that at any Immaterial Subsidiary if the aggregate book value of the assets (other than intercompany obligations) of all Immaterial Subsidiaries acquired under this Section 6.08(e) since the Closing Date does not exceed $10,000,000) shall guarantee the Obligations, as contemplated by Section 10.09. (f) So long as immediately before and after giving effect thereto no Default exists, the Company and its Subsidiaries may make (i) Investments in Unrestricted Affiliates engaged in businesses contemplated by Section 6.02(a) and (ii) Investments consisting of contributions of Property to Unrestricted Affiliates, in an aggregate amount for all such Investments permitted pursuant to this clause (f) (calculated at net book value at the time of such Investment), when taken together with the aggregate amount of all Dispositions permitted pursuant to Section 6.10(e), not to exceed $100,000,000. (g) Loans or advances to employees of the Company in an amount not to exceed (i) $1,000,000 in the aggregate such outstanding at any time for the purchase of capital stock of the Company and (ii) $5,000,000 in the aggregate outstanding at any time for all other purposes. (h) So long as immediately before and after giving effect thereto no Default exists, Investments of the Company and its Subsidiaries in foreign Wholly Owned Subsidiaries; provided, however, that other than with respect to Investments outstanding as of the Closing Date as described on Schedule 6.08(h), (i) such additional Investments shall not involve the transfer exceed 15% of substantial noncash assets from the Company and its domestic Subsidiaries to its Foreign Subsidiaries other than up to $35,000,000 in book value of foreign patents and foreign trademarks; and (ii) net cash Investments of the Company and its domestic Subsidiaries in Foreign Subsidiaries made pursuant to this Section 6.08(h) at any one time outstanding shall not exceed $125,000,000 in the aggregateConsolidated Tangible Net Worth. (i) So long as immediately before and after giving effect thereto no Default exists, and provided that the Company complies with Section 10.09, the Company may create a Wholly Owned Subsidiary that constitutes a holding company for the Company’s European Subsidiaries.

Investments and Acquisitions. Neither the The Company nor will not, and will not permit any of its Subsidiaries shall have outstandingto, acquire, commit itself make or suffer to acquire or hold exist any Investment in any Person or purchase or otherwise acquire (including in one transaction or a series of transactions) any Investment consisting of the acquisition assets of any business) (or become contractually committed to do so) except for the followingother Person constituting a business unit, except: (a) Cash Equivalents; (b) Investments (other than Investments permitted under clauses (a) and (c) of this Section) existing on the date hereof and set forth on Schedule 7.06; (c) Investments by (i) the Company in any Subsidiary or (ii) any Subsidiary in the Company or any other Subsidiary (including any Guarantee of Indebtedness of the Company and its Subsidiaries in Wholly Owned Subsidiaries (a) which are domestic Subsidiaries or any Subsidiary, as of the date of this Agreement or (b) which become domestic Wholly Owned Subsidiaries after the Closing Date and become Guarantors to the extent required by Section 10.09applicable); provided, however, provided that the aggregate book value amount of all assets (other than intercompany obligations) owned such Investments by Immaterial the Loan Parties in Subsidiaries that are not consolidated under GAAP on the Company’s consolidated balance sheet, shall not exceed $10,000,000.; (bd) Intercompany loans Indebtedness permitted by Section 7.01; (e) purchases of inventory and advances from any Subsidiary other property to be sold or used in the ordinary course of business; (f) Acquisitions after the date hereof by the Company or any Guarantor that, in the case of loans or advances from Foreign Subsidiaries, are subordinated to the Obligations in accordance with the Foreign Subsidiary Subordination Agreement. (c) Investments in Cash Equivalents. (d) Guarantees permitted by Section 6.06. (e) So long as immediately before and after giving effect thereto no Default exists, and so long as the Company (if the Company is party thereto) or a Guarantor (if the Company is not party thereto) is the surviving entity, the Company and its Subsidiaries may acquire another entity in the same line of business as the Company as described in Section 6.02(a) if: Subsidiary; provided that (i) at all times when if any such Acquisition is an acquisition of Capital Stock of a Person, such Acquisition shall not be opposed by the board of directors (or similar governing body) of such Person, (ii) no Default shall have then occurred and be continuing or would result therefrom, (iii) with respect to any Acquisition the aggregate consideration of which shall exceed $10,000,000, the Consolidated Leverage Ratio is on the last day of such period would not have been greater than 2.50 for 2.00 to 1.0 (determined on a pro forma basis after giving effect to such Acquisition as if such Acquisition had occurred on the first day of the most recent period of four consecutive fiscal quarters quarters), (calculated on a pro forma basis giving effect iv) the requirements of Section 6.11 applicable to such Person (if any) shall be satisfied and (v) at least ten days prior to the proposed acquisition as if consummation of any such acquisition had been consummated at Acquisition, the beginning Administrative Agent shall have received a certificate of such period) for which financial reports have been (or are a Responsible Officer setting forth the calculations required to have been) furnished to the Lenders in accordance determine compliance with Sections 6.04(a) or 6.04(b), the purchase price for all such acquisitions permitted pursuant to this clause (e)(iiii) does not exceedabove, except with if applicable, and certifying that the consent of the Required Lenders, $100,000,000 in cash (excluding consideration consisting of Capital Stock, the proceeds of the issuance of Capital Stock or Subordinated Indebtedness) in the aggregate over the term of the Agreement; (ii) at all times when the Consolidated Leverage Ratio is less than or equal to 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the Company and its Subsidiaries may make unlimited acquisitions; provided, however that in the event a transaction permitted pursuant to this clause (e)(ii) would, on a pro forma basis after giving effect thereto, cause the Consolidated Leverage Ratio to exceed 2.50, the portion of the cash purchase price with respect to such transaction attributed to causing the Consolidated Leverage Ratio to be greater than 2.50 shall only be permitted to be paid to the extent the Company has sufficient availability in the $100,000,000 basket conditions set forth in clause (e)(i) to take into account such excess amount; provided, further, that with respect to any acquisition permitted pursuant to this Section 6.08(e)(ii), (i) the acquisition must be approved by the target entity’s board of directors, (ii) the Company must be in compliance with the Computation Covenants immediately after giving effect to such acquisition, (iii) the acquired entity must not have any environmental liabilities which, after giving effect to such acquisition, would reasonably be expected to result in a Material Adverse Effect and (iv) any Subsidiary acquired under this Section 6.08(e) (other than (a) a Foreign Subsidiary or (b) any Immaterial Subsidiary if the aggregate book value of the assets (other than intercompany obligations) of all Immaterial Subsidiaries acquired under this Section 6.08(e) since the Closing Date does not exceed $10,000,000) shall guarantee the Obligations, as contemplated by Section 10.09. (f) So long as immediately before and after giving effect thereto no Default exists, the Company and its Subsidiaries may make (i) Investments in Unrestricted Affiliates engaged in businesses contemplated by Section 6.02(a) and (ii) Investments consisting of contributions of Property to Unrestricted Affiliates, in an aggregate amount for all such Investments permitted pursuant to this clause (f) (calculated at net book value at the time of with respect to such Investment), when taken together with the aggregate amount of all Dispositions permitted pursuant to Section 6.10(e), not to exceed $100,000,000Acquisition have been satisfied. (g) Loans or advances to employees of the Company in an amount not to exceed (i) $1,000,000 in the aggregate outstanding at any time for the purchase of capital stock of the Company and (ii) $5,000,000 in the aggregate outstanding at any time for all other purposes.Investments under Swap Agreements permitted by Section 7.10; (h) So long as immediately before bona fide advances to employees and after giving effect thereto no Default exists, Investments officers of the Company and its Subsidiaries in foreign Wholly Owned Subsidiaries; providedfor the purpose of paying payroll, howevertravel, that other than with respect to Investments outstanding as relocation and related expenses incurred for proper business purposes of the Closing Date as described on Schedule 6.08(h), Company or such Subsidiary; (i) Investments received by the Company and its Subsidiaries in connection with any Disposition permitted by Section 7.04; (j) Investments held by any Person that becomes a Subsidiary after the date hereof; provided that (i) such Investments shall exist at the time such Person becomes a Subsidiary and are not involve the transfer created in contemplation of substantial noncash assets from the Company and its domestic Subsidiaries to its Foreign Subsidiaries other than up to $35,000,000 or in book value of foreign patents and foreign trademarks; connection with such Person becoming a Subsidiary and (ii) net cash such Investments shall not be increased after such time unless such increase is permitted by another clause of this Section; (k) Investments (including debt obligations) received by the Company Borrower and its domestic Subsidiaries in Foreign Subsidiaries made pursuant to this Section 6.08(h) at any one time outstanding shall not exceed $125,000,000 connection with the bankruptcy or reorganization of suppliers and/or customers and in good faith settlement of delinquent obligations of, and other disputes with, customers and/or suppliers arising in the aggregate.ordinary course of business; (il) So long as immediately before and after giving effect thereto no Default exists, and provided that the Company complies with Section 10.09, the Company may create a Wholly Owned Subsidiary that constitutes a holding company for the Company’s European Subsidiariesother Investments in an aggregate amount (valued at cost) not exceeding $5,000,000.

Investments and Acquisitions. Neither the Company nor The Borrower will not, and will not permit any of its Subsidiaries shall have outstandingto, acquire, commit itself make or suffer to acquire or hold exist any Investment in any Person or purchase or otherwise acquire (including in one transaction or a series of transactions) any Investment consisting of the acquisition assets of any business) (or become contractually committed to do so) except for the followingother Person constituting a business unit, except: (a) Investments of the Company and its Subsidiaries in Wholly Owned Subsidiaries (a) which are domestic Subsidiaries as of the date of this Agreement or (b) which become domestic Wholly Owned Subsidiaries after the Closing Date and become Guarantors to the extent required by Section 10.09; provided, however, that the aggregate book value of all assets (other than intercompany obligations) owned by Immaterial Subsidiaries shall not exceed $10,000,000.Permitted Investments; (b) Intercompany loans Guarantees expressly permitted by Section 7.01(b) and advances from any Subsidiary to the Company or any Guarantor that, payments made in the case respect of loans or advances from Foreign Subsidiaries, are subordinated to the Obligations in accordance with the Foreign Subsidiary Subordination Agreement.such Guarantees; (c) Investments in Cash Equivalents.(other than Investments expressly permitted under paragraph (a) and (b) of this Section) existing on the Fourth Restatement Effective Date and set forth on Schedule 7.06; (d) Guarantees permitted Investments by Section 6.06.(i) the Borrower in any Subsidiary Guarantor or by any Subsidiary in any Subsidiary Guarantor or in the Borrower and (ii) any Subsidiary (that is not a Loan Party) in any Subsidiary (that is not a Loan Party); (e) So long as immediately before and after giving effect thereto no Default exists, and so long as the Company (if the Company is party thereto) or a Guarantor (if the Company is not party thereto) is the surviving entity, the Company and its Subsidiaries may acquire another entity in the same line of business as the Company as described in Section 6.02(a) if: (i) at all times when the Consolidated Leverage Ratio is greater than 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the purchase price for all such acquisitions permitted pursuant to this clause (e)(i) does not exceed, except with the consent of the Required Lenders, $100,000,000 in cash (excluding consideration consisting of Capital Stock, the proceeds of the issuance of Capital Stock or Subordinated Indebtedness) in the aggregate over the term of the Agreement[Reserved]; (iif) at all times when the Consolidated Leverage Ratio is less than or equal to 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the Company Borrower and its Subsidiaries may make unlimited acquisitions; provided, however that in the event a transaction permitted pursuant to this clause (e)(ii) would, on a pro forma basis after giving effect thereto, cause the Consolidated Leverage Ratio to exceed 2.50, the portion of the cash purchase price with respect to such transaction attributed to causing the Consolidated Leverage Ratio to be greater than 2.50 shall only be permitted to be paid to the extent the Company has sufficient availability in the $100,000,000 basket set forth in clause (e)(i) to take into account such excess amount; provided, further, that with respect to any acquisition permitted pursuant to this Section 6.08(e)(ii), (i) the acquisition must be approved by the target entity’s board of directors, (ii) the Company must be in compliance with the Computation Covenants immediately after giving effect to such acquisition, (iii) the acquired entity must not have any environmental liabilities which, after giving effect to such acquisition, would reasonably be expected to result in a Material Adverse Effect and (iv) any Subsidiary acquired under this Section 6.08(e) (other than (a) a Foreign Subsidiary or (b) any Immaterial Subsidiary if the aggregate book value of the assets (other than intercompany obligations) of all Immaterial Subsidiaries acquired under this Section 6.08(e) since the Closing Date does not exceed $10,000,000) shall guarantee the Obligations, as contemplated by Section 10.09. (f) So long as immediately before and after giving effect thereto no Default exists, the Company and its Subsidiaries may make (i) Investments in Unrestricted Affiliates engaged in businesses contemplated by Section 6.02(a) and (ii) Investments consisting of contributions of Property to Unrestricted Affiliates, in an aggregate amount for all such Investments permitted pursuant to this clause (f) (calculated at net book value at the time of such Investment), when taken together with the aggregate amount of all Dispositions permitted pursuant to Section 6.10(e), not to exceed $100,000,000.Permitted Acquisitions; (g) Loans purchases of inventory and other property to be sold or advances to employees of the Company in an amount not to exceed (i) $1,000,000 used in the aggregate outstanding at any time for the purchase ordinary course of capital stock of the Company and (ii) $5,000,000 in the aggregate outstanding at any time for all other purposes.business; (h) So long as immediately before and after giving effect thereto no Default exists, Investments of the Company and its Subsidiaries in foreign Wholly Owned Subsidiaries; provided, however, that other than with respect to Investments outstanding as of the Closing Date as described on Schedule 6.08(h), (i) such Investments shall not involve the transfer of substantial noncash assets from the Company and its domestic Subsidiaries to its Foreign Subsidiaries other than up to $35,000,000 in book value of foreign patents and foreign trademarks; and (ii) net cash Investments of the Company and its domestic Subsidiaries in Foreign Subsidiaries made pursuant to this Section 6.08(h) at any one time outstanding shall not exceed $125,000,000 in the aggregate.[Reserved]; (i) So long as immediately before any Restricted Payments expressly permitted by Section 7.07; (j) extensions of trade credit in the ordinary course of business; (k) Investments arising in connection with the incurrence of Indebtedness expressly permitted by Section 7.01(a); (l) Investments (including debt obligations) received in the ordinary course of business by the Borrower or any Subsidiary in connection with the bankruptcy or reorganization of suppliers and after giving effect thereto no Default existscustomers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising out of the ordinary course of business; (m) Investments of the Borrower or any Subsidiary under Swap Agreements permitted hereunder; (n) Investments of any Person in existence at the time such Person becomes a Subsidiary pursuant to a transaction expressly permitted by any other paragraph of this Section; provided that such Investment was not made in connection with or anticipation of such Person becoming a Subsidiary; (o) Investments resulting from pledges and deposits referred to in paragraphs (b) and (c) of the Company complies with definition of “Permitted Liens”; (p) the forgiveness or conversion to equity of any Indebtedness expressly permitted by Section 10.097.01(a)(ii); (q) negotiable instruments and deposits held in the ordinary course of business; and (r) in addition to Investments otherwise expressly permitted by this Section, Investments not exceeding in the Company may create a Wholly Owned Subsidiary that constitutes a holding company for the Company’s European Subsidiariesaggregate $125,000,000.

Investments and Acquisitions. Neither the Company nor The Borrower shall not, and shall not suffer or permit any of its Subsidiaries shall have outstandingto, acquiredirectly or indirectly, commit itself to acquire make any Acquisition or hold or make any other Investment (including in any Investment consisting of the acquisition of any business) (or become contractually committed to do so) except for the followingother Person, except: (a) Investments of the Company and its Subsidiaries in Wholly Owned Subsidiaries (a) which are domestic Subsidiaries as of the date of this Agreement or (b) which become domestic Wholly Owned Subsidiaries after existence on the Closing Date and become Guarantors commitments to make Investments existing on the extent required by Section 10.09; provided, however, that the aggregate book value of all assets (other than intercompany obligations) owned by Immaterial Subsidiaries shall not exceed $10,000,000.Closing Date and listed on Schedule 7.09; (b) Intercompany loans and advances from any Subsidiary to Investments consisting of non-cash consideration received in connection with a Disposition not prohibited by the Company or any Guarantor that, in the case of loans or advances from Foreign Subsidiaries, are subordinated to the Obligations in accordance with the Foreign Subsidiary Subordination Agreement.Loan Documents; (c) Investments received in Cash Equivalents.connection with the bankruptcy or reorganization of customers and suppliers in the ordinary course of business; (d) Guarantees Investments consisting of Contingent Obligations the incurrence of which is permitted by pursuant to Section 6.06.7.14; (e) So long as immediately before and after giving effect thereto no Default exists, and so long as Investments in Cash Equivalents; (f) Insurance Investments by the Company Borrower or any Insurance Subsidiary (if the Company is party thereto) or a Guarantor (if the Company including by any Subsidiary of such Insurance Subsidiary that is not party theretoitself an Insurance Subsidiary); (g) is Investments by the surviving entity, the Company and Borrower or any of its Subsidiaries may acquire another entity in the same line Borrower or any of its Subsidiaries; provided that any such transaction with or among Subsidiaries that are not Credit Parties shall be in the ordinary course of business as and consistent with historic practices of the Company as described respective parties; (h) security deposits or pledges held or made in Section 6.02(a) if:the ordinary course of business; (i) at all times when the Consolidated Leverage Ratio is greater than 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the purchase price for all such acquisitions permitted pursuant to this clause (e)(i) does not exceed, except with the consent of the Required Lenders, $100,000,000 in cash (excluding consideration consisting of Capital Stock, the proceeds of the issuance of Capital Stock or Subordinated Indebtedness) loans and advances in the aggregate over the term ordinary course of the Agreement; (ii) at all times when the Consolidated Leverage Ratio is less than business to employees for moving, relocation, travel or equal business purposes, in each case subject to 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the Company and its Subsidiaries may make unlimited acquisitions; provided, however that in the event a transaction permitted pursuant to this clause (e)(ii) would, on a pro forma basis after giving effect thereto, cause the Consolidated Leverage Ratio to exceed 2.50, the portion of the cash purchase price with respect to such transaction attributed to causing the Consolidated Leverage Ratio to be greater than 2.50 shall only be permitted to be paid to the extent the Company has sufficient availability in the $100,000,000 basket set forth in clause (e)(i) to take into account such excess amount; provided, further, that with respect to any acquisition permitted pursuant to this Section 6.08(e)(ii), (i) the acquisition must be approved by the target entity’s board of directors, (ii) the Company must be in compliance with the Computation Covenants immediately after giving effect to such acquisition, (iii) the acquired entity must not have any environmental liabilities which, after giving effect to such acquisition, would reasonably be expected to result in a Material Adverse Effect and (iv) any Subsidiary acquired under this Section 6.08(e) (other than (a) a Foreign Subsidiary or (b) any Immaterial Subsidiary if the aggregate book value Requirements of the assets (other than intercompany obligations) of all Immaterial Subsidiaries acquired under this Section 6.08(e) since the Closing Date does not exceed $10,000,000) shall guarantee the Obligations, as contemplated by Section 10.09. (f) So long as immediately before and after giving effect thereto no Default exists, the Company and its Subsidiaries may make (i) Investments in Unrestricted Affiliates engaged in businesses contemplated by Section 6.02(a) and (ii) Investments consisting of contributions of Property to Unrestricted Affiliates, in an aggregate amount for all such Investments permitted pursuant to this clause (f) (calculated at net book value at the time of such Investment), when taken together with the aggregate amount of all Dispositions permitted pursuant to Section 6.10(e), Law not to exceed $100,000,000.10,000,000 in the aggregate outstanding at any time; (gj) Loans Permitted Swap Obligations; (k) Acquisitions (other than Acquisitions that constitute Investments permitted by Section 7.09(f) above or advances to employees of the Company Section 7.09(l) below) for aggregate consideration in an amount not to exceed $10,000,000 in any Fiscal Year; provided that at the time of such Acquisition no Default or Event of Default shall be continuing or shall result therefrom (iincluding any failure to be in compliance with the financial covenants calculated on a Pro Forma Basis); and (l) Investments not otherwise permitted hereby in an aggregate amount expended not to exceed $1,000,000 in 3,000,000 over the aggregate outstanding at term of this Agreement. Notwithstanding the foregoing if (A) no Default or Event of Default under any time for other Section of this Agreement has occurred and is continuing or would result from the purchase of capital stock making of the Company relevant Acquisition or Investment and (iiB) $5,000,000 in the aggregate outstanding at any time for all other purposes. (h) So long as immediately before and after giving effect thereto no Default exists, Investments Guarantee from Holdings of the Company Obligations is in full force and its Subsidiaries in foreign Wholly Owned Subsidiaries; providedeffect, however, that other than with respect to Investments outstanding as then the restrictions of the Closing Date as described on Schedule 6.08(h), (i) such Investments shall not involve the transfer of substantial noncash assets from the Company and its domestic Subsidiaries to its Foreign Subsidiaries other than up to $35,000,000 in book value of foreign patents and foreign trademarks; and (ii) net cash Investments of the Company and its domestic Subsidiaries in Foreign Subsidiaries made pursuant to this Section 6.08(h) at any one time outstanding shall 7.09 will not exceed $125,000,000 in the aggregateapply. (i) So long as immediately before and after giving effect thereto no Default exists, and provided that the Company complies with Section 10.09, the Company may create a Wholly Owned Subsidiary that constitutes a holding company for the Company’s European Subsidiaries.

Investments and Acquisitions. Neither the Company nor Each Borrower shall not, and shall not permit any Foreign Subsidiary to, directly or indirectly, make or permit to exist any Investment or make any Acquisition, except that so long as no Default or Event of Default then exists or would be caused thereby, any Borrower and any of its Foreign Subsidiaries shall have outstanding, acquire, commit itself to acquire or hold any Investment (including any Investment consisting of the acquisition of any business) (or become contractually committed to do so) except for the followingmay: (a) maintain existing Investments of the Company and its Subsidiaries in Wholly Owned Subsidiaries (a) which are domestic Subsidiaries as of the date of this Agreement direct or (b) which become domestic Wholly Owned Subsidiaries after the Closing Date and become Guarantors to the extent required by Section 10.09; provided, however, that the aggregate book value of all assets (other than intercompany obligations) indirect wholly-owned by Immaterial Subsidiaries shall not exceed $10,000,000.Subsidiaries; (b) Intercompany loans and advances from any Subsidiary create new direct or indirect wholly-owned Subsidiaries, subject to the Company or any Guarantor that, in the case provisions of loans or advances from Foreign Subsidiaries, are subordinated to the Obligations in accordance with the Foreign Subsidiary Subordination Agreement.Section 9.27; (c) make Investments in Cash Equivalents.; (d) Guarantees permitted by Section 6.06.make Investments in securities of trade creditors, customers or any debtor of any Borrower or any of its Subsidiaries received in compromise of obligations incurred in the ordinary course of business, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors, customers or debtors and any Investments received in satisfaction of judgments; (e) So long make loans or advances to employees, directors, officers or consultants of any Borrower or any of its Subsidiaries of the types consistent with past practice in an aggregate amount at any time outstanding not to exceed Five Hundred Thousand Dollars ($500,000); (f) make payroll, travel and similar advances to cover matters that are expected at the time of the advances ultimately to be treated as immediately before expenses for accounting purposes and after giving effect thereto no Default existsthat are made in the ordinary course of business and consistent with past practice; (g) make Investments in any Person to the extent such Investments consist of prepaid expenses, negotiable instruments held for collection and lease, utility and workers compensation, performance and other similar deposits made in the ordinary course of business and consistent with past practice; (h) make Permitted Acquisitions and Investments in Foreign Subsidiaries, so long as the Company aggregate consideration (including the assumption of any Indebtedness in connection therewith if the Company is party theretoincurrence of such Indebtedness has been approved by the Required Lenders) or a Guarantor (if the Company is not party theretoto be paid for any such Permitted Acquisitions, together with any such Investments in Foreign Subsidiaries and any Restricted Payments made in accordance with Section 9.4(a) is the surviving entity, the Company and its Subsidiaries may acquire another entity in the same line of business as the Company as described in Section 6.02(a) if: below (i) at all times when the Consolidated Leverage Ratio is greater than 2.50 shall not exceed Twenty Million Dollars ($20,000,000) for the most recent period of four consecutive fiscal quarters (calculated ending on a pro forma basis giving effect or immediately prior to the proposed acquisition as if date of any such acquisition had been consummated at the beginning of such period) for which financial reports have been (Acquisition, Investment or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) Restricted Payment, or 6.04(b), the purchase price for all such acquisitions permitted pursuant to this clause (e)(i) does not exceed, except with the consent of the Required Lenders, $100,000,000 in cash (excluding consideration consisting of Capital Stock, the proceeds of the issuance of Capital Stock or Subordinated Indebtedness) in the aggregate over the term of the Agreement; (ii) at all times when the Consolidated Leverage Ratio is less than or equal to 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the Company and its Subsidiaries may make unlimited acquisitions; provided, however that in the event a transaction permitted pursuant to this clause (e)(ii) would, on a pro forma basis after giving effect thereto, cause the Consolidated Leverage Ratio to exceed 2.50, the portion of the cash purchase price with respect to such transaction attributed to causing the Consolidated Leverage Ratio to be greater than 2.50 shall only be permitted to be paid to the extent the Company has sufficient availability in the $100,000,000 basket set forth in clause (e)(i) to take into account such excess amount; provided, further, that with respect to any acquisition permitted pursuant to this Section 6.08(e)(ii), (i) the acquisition must be approved by the target entity’s board of directors, (ii) the Company must be in compliance with the Computation Covenants immediately after giving effect to such acquisition, (iii) the acquired entity must not have any environmental liabilities which, after giving effect to such acquisition, would reasonably be expected to result in a Material Adverse Effect and (iv) any Subsidiary acquired under this Section 6.08(e) (other than (a) a Foreign Subsidiary or (b) any Immaterial Subsidiary if the aggregate book value of the assets (other than intercompany obligations) of all Immaterial Subsidiaries acquired under this Section 6.08(e) since the Closing Date does not exceed $10,000,000) shall guarantee the Obligations, as contemplated by Section 10.09. (f) So long as immediately before and after giving effect thereto no Default exists, the Company and its Subsidiaries may make (i) Investments in Unrestricted Affiliates engaged in businesses contemplated by Section 6.02(a) and (ii) Investments consisting of contributions of Property to Unrestricted Affiliates, in an aggregate amount for all such Investments permitted pursuant to this clause (f) (calculated at net book value at the time of such Investment), when taken together with the aggregate amount total consideration paid for all other of all Dispositions permitted pursuant to Section 6.10(e)such Acquisitions, not to exceed $100,000,000. (g) Loans or advances to employees of the Company in an amount not to exceed (i) $1,000,000 in the aggregate outstanding Investments and Restricted Payments effected at any time for after the purchase of capital stock of the Company and (ii) $5,000,000 in the aggregate outstanding at any time for all other purposes. (h) So long as immediately before and after giving effect thereto no Default existsdate hereof, Investments of the Company and its Subsidiaries in foreign Wholly Owned Subsidiaries; provided, however, that other than with respect to Investments outstanding as of the Closing Date as described on Schedule 6.08(h), (i) such Investments shall not involve the transfer of substantial noncash assets from the Company and its domestic Subsidiaries to its Foreign Subsidiaries other than up to $35,000,000 in book value of foreign patents and foreign trademarks; and (ii) net cash Investments of the Company and its domestic Subsidiaries in Foreign Subsidiaries made pursuant to this Section 6.08(h) at any one time outstanding shall does not exceed Forty-Five Million Dollars ($125,000,000 in the aggregate.45,000,000); and (i) So long as immediately before and after giving effect thereto no Default exists, and provided that Investments by the Company complies with Borrowers in Swap Contracts permitted under Section 10.09, the Company may create a Wholly Owned Subsidiary that constitutes a holding company for the Company’s European Subsidiaries9.1(a)(iv).

Investments and Acquisitions. Neither the Company The Borrower will not, nor will it permit any of its Subsidiaries shall have outstandingSubsidiary to, acquire, commit itself make or suffer to acquire or hold exist any Investment Investments (including loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Investment consisting of the acquisition Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of any business) (or become contractually committed to do so) except for the followingPerson, except: (a) Investments of the Company and its Subsidiaries in Wholly Owned Subsidiaries (a) which are domestic Subsidiaries as of the date of this Agreement or (b) which become domestic Wholly Owned Subsidiaries after the Closing Date and become Guarantors to the extent required by Section 10.09; provided, however, that the aggregate book value of all assets (other than intercompany obligations) owned by Immaterial Subsidiaries shall not exceed $10,000,000.Cash Equivalent Investments; (b) Intercompany loans and advances from any Subsidiary to the Company or any Guarantor that, existing Investments in the case of loans or advances from Foreign Subsidiaries, are subordinated to and other Investments in existence on the Obligations date hereof and described in accordance with the Foreign Subsidiary Subordination Agreement.Schedule 7.05; (c) Investments ownership of stock, obligations or securities received in Cash Equivalents.settlement of debts (created in the ordinary course of business) owing to the Borrower or any Subsidiary; (d) Guarantees permitted by Section 6.06.endorsement of negotiable instruments for collection in the ordinary course of business; (e) So loans and advances to (i) non-executive employees in the ordinary course of business for travel, relocation and similar purposes and (ii) executive employees in the ordinary course of business for travel; (f) Investments in Domestic Joint Ventures and Acquisitions so long as immediately before as, in either case, such Domestic Joint Venture or the target of such Acquisition is in a business reasonably related or complimentary to that of the Borrower and its Subsidiaries; provided that (i) no Default exists or would exist after giving effect thereto no Default exists, and so long as the Company (if the Company is party thereto) or a Guarantor (if the Company is not party thereto) is the surviving entity, the Company and its Subsidiaries may acquire another entity in the same line of business as the Company as described in Section 6.02(a) if: (i) at all times when the Consolidated Leverage Ratio is greater than 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the purchase price for all such acquisitions permitted pursuant to this clause (e)(i) does not exceed, except with the consent of the Required Lenders, $100,000,000 in cash (excluding consideration consisting of Capital Stock, the proceeds of the issuance of Capital Stock or Subordinated Indebtedness) in the aggregate over the term of the Agreement; (ii) at all times when the Consolidated Leverage Ratio is less than or equal to 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the Company and its Subsidiaries may make unlimited acquisitions; provided, however that in the event a transaction permitted pursuant to this clause (e)(ii) would, on a pro forma basis after giving effect thereto, cause the Consolidated Leverage Ratio to exceed 2.50, the portion of the cash purchase price with respect to such transaction attributed to causing the Consolidated Leverage Ratio to be greater than 2.50 shall only be permitted to be paid to the extent the Company has sufficient availability in the $100,000,000 basket set forth in clause (e)(i) to take into account such excess amount; provided, further, that with respect to any acquisition permitted pursuant to this Section 6.08(e)(ii), (i) the acquisition must be approved by the target entity’s board of directors, Investment or Acquisition and (ii) the Company must Board of Directors or other governing body of such Domestic Joint Venture or such target whose Property, or voting Equity Interests or other Equity Interests in which, are being so acquired has approved the terms of such acquisition; and provided further that, notwithstanding the foregoing, no Acquisition of any Person that is organized under the laws of a jurisdiction other than the United States, a State thereof or the District of Columbia shall be permitted under this clause (f) unless such Person will be a Borrower-Controlled Foreign Subsidiary following such Acquisition; (g) Investments in Domestic Subsidiaries provided that following the making of such Investment the Borrower would continue to be in compliance with the Computation Covenants immediately after giving effect to Guarantor Requirement set forth in Section 6.10 as if measured on the date of such acquisition, (iii) the acquired entity must not have any environmental liabilities which, after giving effect to such acquisition, would reasonably be expected to result in a Material Adverse Effect and (iv) any Subsidiary acquired under this Section 6.08(e) (other than (a) a Foreign Subsidiary or (b) any Immaterial Subsidiary if the aggregate book value of the assets (other than intercompany obligations) of all Immaterial Subsidiaries acquired under this Section 6.08(e) since the Closing Date does not exceed $10,000,000) shall guarantee the Obligations, as contemplated by Section 10.09. (f) So long as immediately before Investment and after giving effect thereto no Default exists, the Company and its Subsidiaries may make (i) Investments in Unrestricted Affiliates engaged in businesses contemplated by Section 6.02(a) and (ii) Investments consisting of contributions of Property to Unrestricted Affiliates, in an aggregate amount for all such Investments permitted pursuant to this clause (f) (calculated at net book value at the time of such Investment), when taken together with the aggregate amount of all Dispositions permitted pursuant to Section 6.10(e), not to exceed $100,000,000. (g) Loans or advances to employees of the Company in an amount not to exceed (i) $1,000,000 in the aggregate outstanding at any time for the purchase of capital stock of the Company and (ii) $5,000,000 in the aggregate outstanding at any time for all other purposes. (h) So long as immediately before and after giving effect thereto no Default exists, Investments of the Company and its Subsidiaries in foreign Wholly Owned Subsidiaries; provided, however, that other than with respect to Investments outstanding as of the Closing Date as described on Schedule 6.08(h), (i) such Investments shall not involve the transfer of substantial noncash assets from the Company and its domestic Subsidiaries to its Foreign Subsidiaries other than up to $35,000,000 in book value of foreign patents and foreign trademarks; and (ii) net cash Investments of the Company and its domestic Subsidiaries in Foreign Subsidiaries made pursuant to this Section 6.08(h) at any one time outstanding shall not exceed $125,000,000 in the aggregate. (i) So long as immediately before and after giving effect thereto no Default exists, and provided that the Company complies with Section 10.09, the Company may create a Wholly Owned Subsidiary that constitutes a holding company for the Company’s European Subsidiaries.thereto;

Investments and Acquisitions. Neither the Company nor The Borrower shall not, and shall not permit any of its Subsidiaries shall have outstandingto, acquire, commit itself to acquire directly or hold indirectly make any Investment (including any Investment consisting of the acquisition of any business) (Acquisition or become contractually committed to do so) except for the following: (a) Investments of the Company and its Subsidiaries in Wholly Owned Subsidiaries (a) which are domestic Subsidiaries as of the date of this Agreement or (b) which become domestic Wholly Owned Subsidiaries after the Closing Date and become Guarantors to the extent required by Section 10.09Investment; provided, however, that so long as no Default or Event of Default exists or would be caused thereby the aggregate book value of all assets Borrower and its Subsidiaries may: (other than intercompany obligationsa) owned by Immaterial Subsidiaries shall not exceed $10,000,000.make Investments in Cash Equivalents; (b) Intercompany loans and advances from any Subsidiary to the Company or any Guarantor that, make Investments in the case of loans or advances from Foreign Subsidiaries, are subordinated to the Obligations in accordance with the Foreign Subsidiary Subordination Agreement.; (c) Investments provided that the Borrower complies with Sections 5.13 and 5.16 hereof in Cash Equivalents. connection therewith, and provides to the Administrative Agent and the Lenders within ten (d10) Guarantees permitted days prior to the consummation of the proposed Acquisition an acquisition report signed by Section 6.06. an executive officer of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, which shall include, without limitation, (eX) So long as immediately before financial calculations specifically demonstrating the Borrower's pro forma compliance with Sections 7.8, 7.9, 7.10, and 7.11 hereof after giving effect thereto no Default existsto such Acquisition and (Y) financial projections for the 77 Borrower for a five (5) year period after the closing of such Acquisition after giving effect to such Acquisition, including, without limitation, a statement of sources and uses of funds for such Acquisition showing, among other things, the sources of financing for such Acquisition, and so long as demonstrating Borrower's ability to meet its repayment obligations hereunder through the Company (if the Company is party thereto) or a Guarantor (if the Company is not party thereto) is the surviving entityMaturity Date, the Company Borrower and its Subsidiaries may acquire another entity in make Acquisitions of Stations or Newspapers subject to satisfaction of the same line of business as the Company as described in Section 6.02(a) iffollowing conditions: (i) at all times when the Consolidated Leverage Ratio is greater than 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect Borrower shall have given to the proposed acquisition as if such acquisition had been consummated at the beginning Administrative Agent written notice of such periodAcquisition at least fifteen (15) for days prior to executing any binding commitment with respect thereto, which financial reports have been notice shall state the additional amounts, if any, by which the Borrower proposes to increase the dollar limitations set forth in Sections 7.1(g), (or are required to have beenh) furnished and (i) hereof, and the structure of the transaction shall be in form and substance acceptable to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the purchase price for all such acquisitions permitted pursuant to this clause (e)(i) does not exceed, except with the consent of the Required Lenders, $100,000,000 in cash (excluding consideration consisting of Capital Stock, the proceeds of the issuance of Capital Stock or Subordinated Indebtedness) in the aggregate over the term of the AgreementAdministrative Agent; (ii) at the agreement governing such Acquisition and all times when related documents and instruments shall be in form and substance satisfactory to the Consolidated Leverage Ratio is less than or equal Administrative Agent; (d) provided that the Borrower complies with Sections 5.13 and 5.16 hereof in connection therewith, and provides to 2.50 for the most recent period Administrative Agent and the Lenders within ten (10) days prior to the consummation of four consecutive fiscal quarters the proposed Acquisition an acquisition report signed by an executive officer of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, which shall include, without limitation, (calculated on a X) financial calculations specifically demonstrating the Borrower's pro forma basis compliance with Sections 7.8, 7.9, 7.10 and 7.11 hereof after giving effect to such Acquisition and (Y) financial projections for the proposed acquisition as if such acquisition had been consummated at Borrower for a five (5) year period after the beginning closing of such period) Acquisition after giving effect to such Acquisition, including, without limitation, a statement of sources and uses of funds for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b)such Acquisition showing, among other things, the Company sources of financing for such Acquisition, and demonstrating Borrower's ability to meet its repayment obligations hereunder through the Maturity Date, the Borrower and its Subsidiaries may make unlimited acquisitionsAcquisitions of or Investments in Stations or Newspapers in an aggregate amount not to exceed $2,000,000.00 per transaction or series of related transactions per fiscal year; (e) the Borrower may make such other Acquisitions as may be approved from time to time by the Required Lenders in their sole discretion; (f) Investments in the form of Interest Rate Hedge Agreements permitted pursuant to Section 7.1; (g) the Borrower may consummate the Reno Acquisition; provided that (i) the Borrower complies with Sections 5.13 and 5.16 hereof in connection therewith, (ii) prior to the closing of the Reno Acquisition the Borrower shall have received incremental gross cash proceeds, as necessary, from the issuance of equity or similar securities in an amount that together with the amount of the gross cash proceeds from the Planned Equity Offering equals or exceeds the Target Equity Amount and (iii) such Acquisition is consummated pursuant to the terms of the Reno Acquisition Agreement; (h) other Investments in joint ventures or similar business arrangements, on terms and conditions satisfactory to the Co-Lead Arrangers; provided, however that in on or prior to the event a transaction permitted pursuant to this clause (e)(ii) would, on a pro forma basis after giving effect thereto, cause the Consolidated Leverage Ratio to exceed 2.50consummation of such Investment, the portion of the cash purchase price with respect to such transaction attributed to causing the Consolidated Leverage Ratio to be greater than 2.50 Borrower shall only be permitted to be paid provide to the extent Administrative Agent, in form and substance satisfactory to the Company has sufficient availability in the $100,000,000 basket set forth in clause (e)(i) to take into account such excess amount; provided, further, that with respect to any acquisition permitted pursuant to this Section 6.08(e)(ii)Administrative Agent, (i) financial calculations specifically demonstrating the acquisition must be approved by the target entity’s board of directors, (ii) the Company must be in Borrower's pro forma compliance with the Computation Covenants immediately Sections 7.8, 7.9, 7.10, and 7.11 hereof after giving effect to such acquisitionInvestment, (iiiii) financial projections for the acquired entity must not have any environmental liabilities which, Borrower for a five (5) year period after the closing of such Investment after giving effect to such acquisitionInvestment, would reasonably be expected including, without limitation, a statement of sources and uses of funds for such Investment showing, among other things, the sources of financing for such Investment, and demonstrating Borrower's ability to result in a Material Adverse Effect meet its repayment obligations hereunder through the Maturity Date and (iviii) any Subsidiary acquired under this Section 6.08(e) (other than (a) a Foreign Subsidiary or (b) any Immaterial Subsidiary if the aggregate book value of the assets (other than intercompany obligations) of all Immaterial Subsidiaries acquired under this Section 6.08(e) since the Closing Date does not exceed $10,000,000) shall guarantee the Obligations, as contemplated by Section 10.09. (f) So long as immediately before and after giving effect thereto certification that no Default exists, the Company and its Subsidiaries may make (i) Investments in Unrestricted Affiliates engaged in businesses contemplated or Event of Default exists or will be caused by Section 6.02(a) and (ii) Investments consisting of contributions of Property to Unrestricted Affiliates, in an aggregate amount for all such Investments permitted pursuant to this clause (f) (calculated at net book value at the time of such Investment), when taken together with the aggregate amount of all Dispositions permitted pursuant to Section 6.10(e), not to exceed $100,000,000. (g) Loans or advances to employees of the Company in an amount not to exceed (i) $1,000,000 in the aggregate outstanding at any time for the purchase of capital stock of the Company and (ii) $5,000,000 in the aggregate outstanding at any time for all other purposes. (h) So long as immediately before and after giving effect thereto no Default exists, Investments of the Company and its Subsidiaries in foreign Wholly Owned Subsidiaries; provided, however, that other than with respect to Investments outstanding as of the Closing Date as described on Schedule 6.08(h), (i) such Investments shall not involve the transfer of substantial noncash assets from the Company and its domestic Subsidiaries to its Foreign Subsidiaries other than up to $35,000,000 in book value of foreign patents and foreign trademarks; and (ii) net cash Investments of the Company and its domestic Subsidiaries in Foreign Subsidiaries made pursuant to this Section 6.08(h) at any one time outstanding shall not exceed $125,000,000 in the aggregate.and (i) So long as immediately before and after giving effect thereto no Default exists, and provided that the Company complies with Section 10.09, Borrower may consummate the Company may create a Wholly Owned Subsidiary that constitutes a holding company for the Company’s European SubsidiariesMerger.

Investments and Acquisitions. Neither No Borrower will, nor will the Company nor permit any other Subsidiary to, make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of its any Person, except: 6.13.1 Subject to Section 6.24, cash and Cash Equivalent Investments and other Investments that comply with the Company’s investment policy as in effect on the Closing Date, a copy of which the Company has provided to the Agent. 6.13.2 Existing Investments in Subsidiaries and other Investments in existence on the Closing Date and described in Schedule 6.13 and any renewal or extension of any such Investments that does not increase the amount of the Investment being renewed or extended as determined as of such date of renewal or extension. 6.13.3 Investments in trade receivables or 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. 6.13.4 Investments consisting of intercompany loans permitted under Section 6.14.6. 6.13.5 All Acquisitions meeting the following requirements or otherwise approved by the Required Lenders (each such Acquisition constituting a “Permitted Acquisition”): (i) as of the date of the consummation of such Acquisition, no Default or Unmatured Default shall have outstandingoccurred and be continuing or would result from such Acquisition, acquire, commit itself and the representation and warranty contained in Section 5.11 shall be true both before and after giving effect to acquire such Acquisition; (ii) such Acquisition is consummated on a non-hostile basis pursuant to a negotiated acquisition agreement approved by the board of directors or hold any Investment (including any Investment consisting other applicable governing body of the acquisition seller or entity to be acquired, and no material challenge to such Acquisition (excluding the exercise of appraisal rights) shall be pending or threatened in writing by any businessshareholder or director of the seller or entity to be acquired; (iii) the business to be acquired in such Acquisition is similar or related to one or more of the lines of business in which the Company and the Subsidiaries are engaged on the Closing Date; (or become contractually committed iv) as of the date of the consummation of such Acquisition, all material governmental and corporate approvals required in connection therewith shall have been obtained; (v) the Purchase Price for each such Acquisition together with the Purchase Price of all other Permitted Acquisitions shall not exceed an amount equal to do so$100,000,000 in any twelve-month period; (vi) except with respect to each Permitted Acquisition with respect to which the Purchase Price shall be greater than $30,000,000, not less than fifteen (15) days prior to the consummation of such Permitted Acquisition, the Company shall have delivered to the Agent a pro forma consolidated balance sheet, income statement and cash flow statement of the Company and the Subsidiaries (the “Acquisition Pro Forma”), based on the Company’s most recent financial statements delivered pursuant to Section 6.1.1 and using historical financial statements for the following: (aacquired entity provided by the seller(s) Investments or which shall be complete and shall fairly present, in all material respects, the financial condition and results of operations and cash flows of the Company and its Subsidiaries in Wholly Owned Subsidiaries (a) which are domestic Subsidiaries as of the date of this Agreement or (b) which become domestic Wholly Owned Subsidiaries after the Closing Date and become Guarantors to the extent required by Section 10.09; provided, however, that the aggregate book value of all assets (other than intercompany obligations) owned by Immaterial Subsidiaries shall not exceed $10,000,000. (b) Intercompany loans and advances from any Subsidiary to the Company or any Guarantor that, in the case of loans or advances from Foreign Subsidiaries, are subordinated to the Obligations in accordance with Agreement Accounting Principles, but taking into account such Permitted Acquisition and the Foreign Subsidiary Subordination Agreement. (c) Investments repayment of any Indebtedness in Cash Equivalents. (d) Guarantees permitted by Section 6.06. (e) So long as immediately before and after giving effect thereto no Default existsconnection with such Permitted Acquisition, and so long as the Company (if the Company is party thereto) or a Guarantor (if the Company is not party thereto) is the surviving entity, the Company and its Subsidiaries may acquire another entity in the same line of business as the Company as described in Section 6.02(a) if: (i) at all times when the Consolidated Leverage Ratio is greater than 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the purchase price for all such acquisitions permitted pursuant to this clause (e)(i) does not exceed, except with the consent of the Required Lenders, $100,000,000 in cash (excluding consideration consisting of Capital Stock, the proceeds of the issuance of Capital Stock or Subordinated Indebtedness) in the aggregate over the term of the Agreement; (ii) at all times when the Consolidated Leverage Ratio is less than or equal to 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the Company and its Subsidiaries may make unlimited acquisitions; provided, however that in the event a transaction permitted pursuant to this clause (e)(ii) wouldAcquisition Pro Forma shall reflect that, on a pro forma basis after basis, the Company would have been in compliance with the financial covenants set forth in Sections 6.20, 6.21 and 6.22 for the four fiscal quarter period reflected in the compliance certificate most recently delivered to the Agent pursuant to Section 6.1.3 prior to the consummation of such Permitted Acquisition (giving effect theretoto such Permitted Acquisition as if made on the first day of such period); and (vii) prior to (or, cause the Consolidated Leverage Ratio to exceed 2.50, the portion of the cash purchase price with respect to clause (A) below, concurrently with) the consummation of each such transaction attributed Permitted Acquisition, the Company shall deliver to causing the Consolidated Leverage Ratio Agent a documentation, information and certification package in form and substance acceptable to be greater than 2.50 shall only be permitted to be paid the Agent, including, without limitation; (A) to the extent required under Section 6.23, a supplement to the Guaranty if the Permitted Acquisition is an Acquisition of equities and the target company will not be merged with the Company has sufficient availability or any other Borrower; (B) the financial statements of the target entity together with any pro forma financial statements, projections, forecasts and budgets prepared by the Company in connection therewith; (C) a copy of the $100,000,000 basket set forth in clause acquisition agreement for such Acquisition, together with drafts of the material schedules thereto; (e)(iD) to take into account such excess amount; provideda copy of all documents, further, that instruments and agreements with respect to any acquisition Indebtedness to be incurred or assumed in connection with such Acquisition; and (E) such other documents or information as shall be reasonably requested by the Agent or any Lender. 6.13.6 Investments constituting promissory notes and other non-cash consideration received in connection with any transfer of assets permitted pursuant under Section 6.12.7. 6.13.7 Customer advances in the ordinary course of business. 6.13.8 Extensions of customer or trade credit in the ordinary course of business consistent with the Company’s and the Subsidiaries’ past practices. 6.13.9 Investments constituting Rate Management Transactions permitted under Section 6.17. 6.13.10 Subject to this Section 6.08(e)(ii6.24, the creation or formation of new Subsidiaries (as opposed to the Acquisition of new Subsidiaries), (i) the acquisition must be approved by the target entity’s board of directorsso long as all applicable requirements under Section 6.23 shall have been, (ii) the Company must be in compliance with the Computation Covenants immediately after giving effect to such acquisitionor concurrently therewith are, (iii) the acquired entity must not have any environmental liabilities which, after giving effect to such acquisition, would reasonably be expected to result in a Material Adverse Effect and (iv) any Subsidiary acquired under this Section 6.08(e) (other than (a) a Foreign Subsidiary or (b) any Immaterial Subsidiary if the aggregate book value of the assets (other than intercompany obligations) of all Immaterial Subsidiaries acquired under this Section 6.08(e) since the Closing Date does not exceed $10,000,000) shall guarantee the Obligations, as contemplated by Section 10.09satisfied. (f) So long 6.13.11 Investments constituting expenditures for any purchase or other acquisition of any asset which would be classified as immediately before and after giving effect thereto no Default exists, the Company and its Subsidiaries may make (i) Investments in Unrestricted Affiliates engaged in businesses contemplated by Section 6.02(a) and (ii) Investments consisting of contributions of Property to Unrestricted Affiliates, in an aggregate amount for all such Investments permitted pursuant to this clause (f) (calculated at net book value at the time of such Investment), when taken together with the aggregate amount of all Dispositions permitted pursuant to Section 6.10(e), not to exceed $100,000,000. (g) Loans a fixed or advances to employees of the Company in an amount not to exceed (i) $1,000,000 in the aggregate outstanding at any time for the purchase of capital stock of the Company and (ii) $5,000,000 in the aggregate outstanding at any time for all other purposes. (h) So long as immediately before and after giving effect thereto no Default exists, Investments asset on a consolidated balance sheet of the Company and its Subsidiaries prepared in foreign Wholly Owned Subsidiaries; provided, however, that other than accordance with respect Agreement Accounting Principles to the extent otherwise permitted under this Agreement. 6.13.12 Investments outstanding as of the Closing Date as described on Schedule 6.08(h), by (i) such Investments shall not involve the transfer of substantial noncash assets from the Company and its domestic Subsidiaries to its Foreign Subsidiaries other than up to $35,000,000 in book value of foreign patents and foreign trademarks; and any Credit Party, (ii) net cash Investments of the Company any Subsidiary which is not a Credit Party and its domestic Subsidiaries is not required to be a Guarantor in any other Subsidiary which is not a Credit Party and is not required to be a Guarantor and (iii) subject to Section 6.24, any Credit Party in any Foreign Subsidiaries Subsidiary. 6.13.13 Deposits made pursuant to this Section 6.08(h) at any one time outstanding shall not exceed $125,000,000 in the aggregateordinary course of business and referred to in Sections 6.15.4, 6.15.6 and 6.15.7. (ia) So long as immediately before and after giving effect thereto no Default existscash Investments constituting the initial capitalization of an SPV in connection with the consummation of any Receivables Purchase Facility permitted under this Agreement in an aggregate amount (calculated based on aggregate of the initial cash capitalization amount of each such SPV) not to exceed $10,000,000, and provided that the Company complies (b) other Investments in connection with any Receivables Purchase Facility permitted under this Agreement (including intercompany Indebtedness permitted under Section 10.09, the Company may create a Wholly Owned Subsidiary that constitutes a holding company for the Company’s European Subsidiaries6.14.4(b)).

Investments and Acquisitions. Neither the Company The Borrower will not, nor will it permit any of its Subsidiaries shall have outstandingSubsidiary to, acquiremake or suffer to exist any Investments, commit itself or commitments therefor, or to acquire become or hold remain a partner in any Investment (including partnership or joint venture, or to make any Investment consisting of the acquisition Acquisition of any businessPerson, except: (i) (or become contractually committed to do so) except for the following:Cash Equivalent Investments; (a) Existing Investments in Subsidiaries and other Investments in existence on the date hereof and described in Schedule 1, (b) Investments (not including any permitted sale or other transfer of an interest in accounts or notes receivable) in a Securitization Entity in connection with Permitted Securitization Transactions and in an aggregate outstanding amount not to exceed 10% of the Company aggregate amount of all Permitted Securitization Transactions and (c) additional Investments in Subsidiaries which are not for the purpose of making or consummating an Acquisition; (iii) Other Investments and Acquisitions by the Borrower and its Subsidiaries in Wholly Owned Subsidiaries Subsidiaries, provided that (a) which are domestic Subsidiaries as of the date of this Agreement or (b) which become domestic Wholly Owned Subsidiaries after the Closing Date and become Guarantors to the extent required by Section 10.09; provided, however, that the aggregate book value of all assets (other than intercompany obligations) owned by Immaterial Subsidiaries shall not exceed $10,000,000. (b) Intercompany loans and advances from any Subsidiary to the Company or any Guarantor that, in the case of loans or advances from Foreign Subsidiaries, are subordinated to the Obligations in accordance with the Foreign Subsidiary Subordination Agreement. (c) Investments in Cash Equivalents. (d) Guarantees permitted by Section 6.06. (e) So long as immediately before and after giving effect thereto to such Investment or Acquisition, no Default existsor Unmatured Default shall exist or shall have occurred and be continuing and the representations and warranties contained in Article V and in the other Loan Documents shall be true and correct on and as of the date thereof (both before and after such Investment or Acquisition is consummated) as if made on the date such Investment or Acquisition is consummated, and so long as (b) the Company (if the Company target of such Investment or Acquisition is party thereto) or a Guarantor (if the Company is not party thereto) is the surviving entity, the Company and its Subsidiaries may acquire another entity in substantially the same line of business or a similar or related line of business as the Company as described in Section 6.02(aBorrower or the Guarantors, (c) if: (i) at all times when the Consolidated Leverage Ratio is greater than 2.50 for Board of Directors and the most recent period management of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as target of such Investment or Acquisition has approved such Investment or Acquisition if such acquisition had been consummated at board approval is otherwise necessary, (d) the beginning aggregate consideration paid or payable or otherwise advanced in connection with any single or series of such period) for which financial reports have been (related Investments or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(bAcquisitions permitted by this Section 6.13(iii), including without limitation any Indebtedness assumed in connection therewith or Contingent Liabilities incurred in connection therewith, shall not exceed $75,000,000, provided that the purchase price for all such acquisitions permitted pursuant to condition under this clause (e)(i) does not exceed, except with the consent of the Required Lenders, $100,000,000 in cash (excluding consideration consisting of Capital Stock, the proceeds of the issuance of Capital Stock or Subordinated Indebtedness) in the aggregate over the term of the Agreement; (ii) at all times when the Consolidated Leverage Ratio is less than or equal to 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the Company and its Subsidiaries may make unlimited acquisitions; provided, however that in the event a transaction permitted pursuant to this clause (e)(ii) would, on a pro forma basis after giving effect thereto, cause the Consolidated Leverage Ratio to exceed 2.50, the portion of the cash purchase price with respect to such transaction attributed to causing the Consolidated Leverage Ratio to be greater than 2.50 shall only be permitted to be paid to the extent the Company has sufficient availability in the $100,000,000 basket set forth in clause (e)(i) to take into account such excess amount; provided, further, that with respect to any acquisition permitted pursuant to this Section 6.08(e)(ii), (i) the acquisition must be approved by the target entity’s board of directors, (ii) the Company must be in compliance with the Computation Covenants immediately after giving effect to such acquisition, (iii) the acquired entity must not have any environmental liabilities which, after giving effect to such acquisition, would reasonably be expected to result in a Material Adverse Effect and (iv) any Subsidiary acquired under this Section 6.08(e) (other than (a) a Foreign Subsidiary or (b) any Immaterial Subsidiary if the aggregate book value of the assets (other than intercompany obligations) of all Immaterial Subsidiaries acquired under this Section 6.08(e) since the Closing Date does not exceed $10,000,000d) shall guarantee the Obligations, as contemplated by Section 10.09. (f) So long as not be required if immediately before and after giving effect thereto no Default existsto such Investment or Acquisition the Leverage Ratio is less than 2.0 to 1.0 on a pro forma basis acceptable to the Agent, and (e) at least two Business Days’ prior to the consummation of any single or series of related Investments or Acquisitions for which aggregate consideration paid or payable exceeds $25,000,000, the Company Borrower shall have provided to the Lenders a pro forma compliance certificate signed by its chief financial officer containing pro forma computations and its Subsidiaries may make related financial statements and information requested by, and acceptable to, the Agent and containing such other information and certifications as requested by the Agent; and (iiv) Additional Investments in Unrestricted Affiliates engaged in businesses contemplated by Section 6.02(a(other than Acquisitions) and (ii) Investments consisting of contributions of Property to Unrestricted Affiliates, in an aggregate amount for all such Investments permitted pursuant to this clause (f) (calculated provided that at net book value at the any time of such Investment), when taken together with the aggregate amount of all Dispositions permitted pursuant to Section 6.10(e), not to exceed $100,000,000. (g) Loans or advances to employees of the Company in an amount not to exceed (i) $1,000,000 in the aggregate such outstanding at any time for the purchase of capital stock of the Company and (ii) $5,000,000 in the aggregate outstanding at any time for all other purposes. (h) So long as immediately before and after giving effect thereto no Default exists, Investments of the Company and its Subsidiaries in foreign Wholly Owned Subsidiaries; provided, however, that other than with respect to Investments outstanding as of the Closing Date as described on Schedule 6.08(h), (i) such additional Investments shall not involve the transfer exceed 15% of substantial noncash assets from the Company and its domestic Subsidiaries to its Foreign Subsidiaries other than up to $35,000,000 in book value of foreign patents and foreign trademarks; and (ii) net cash Investments of the Company and its domestic Subsidiaries in Foreign Subsidiaries made pursuant to this Section 6.08(h) at any one time outstanding shall not exceed $125,000,000 in the aggregateConsolidated Tangible Net Worth. (i) So long as immediately before and after giving effect thereto no Default exists, and provided that the Company complies with Section 10.09, the Company may create a Wholly Owned Subsidiary that constitutes a holding company for the Company’s European Subsidiaries.

Investments and Acquisitions. Neither the Company nor any of its Subsidiaries shall have outstanding, acquire, commit itself to acquire or hold any Investment (including any Investment consisting of the acquisition of any business) (or become contractually committed to do so) except for the following: (a) Investments The Borrower will not, nor will it permit any Subsidiary to, make any Acquisition of any Person except Acquisitions of (or all or substantially all of the Company and its Subsidiaries assets of) entities engaged in Wholly Owned Subsidiaries substantially the same or related lines of business as the Borrower, so long as (ai) which are domestic Subsidiaries as of the date of this Agreement or (b) which become domestic Wholly Owned Subsidiaries after the Closing Date and become Guarantors to the extent required by Section 10.09; provided, however, that the aggregate book value consideration for any single Acquisition (or series of all assets (other than intercompany obligationsrelated Acquisitions) owned by Immaterial Subsidiaries shall not exceed $10,000,000. (b) Intercompany loans and advances from any Subsidiary to the Company or any Guarantor that, in the case of loans or advances from Foreign Subsidiaries, are subordinated to the Obligations in accordance with the Foreign Subsidiary Subordination Agreement. (c) Investments in Cash Equivalents. (d) Guarantees permitted by Section 6.06. (e) So long as immediately before and after giving effect thereto no Default exists, and so long as the Company (if the Company is party thereto) or a Guarantor (if the Company is not party thereto) is the surviving entity, the Company and its Subsidiaries may acquire another entity in the same line of business as the Company as described in Section 6.02(a) if: (i) at all times when the Consolidated Leverage Ratio is greater than 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the purchase price for all such acquisitions permitted pursuant to this clause (e)(i) does not exceed, except with the consent of the Required Lenders, $100,000,000 in cash (excluding consideration consisting of Capital Stock, the proceeds of the issuance of Capital Stock or Subordinated Indebtedness) in the aggregate over the term of the Agreement; 250,000,000; (ii) at all times when the Consolidated Leverage Ratio is less than or equal to 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the Company and its Subsidiaries may make unlimited acquisitions; provided, however that in the event a transaction permitted pursuant to this clause (e)(ii) would, on a pro forma basis after giving effect thereto, cause the Consolidated Leverage Ratio to exceed 2.50, the portion of the cash purchase price with respect to such transaction attributed to causing the Consolidated Leverage Ratio to be greater than 2.50 shall only be permitted to be paid to the extent the Company has sufficient availability in the $100,000,000 basket set forth in clause (e)(i) to take into account such excess amount; provided, further, that with respect to any acquisition permitted pursuant to this Section 6.08(e)(ii), (i) the acquisition must be approved by the target entity’s board of directors, (ii) the Company must be in compliance with the Computation Covenants immediately after giving effect to such acquisition, the Borrower shall be in compliance with its covenants in Section 6.20, and, on a pro forma basis, the Borrower would be in compliance therewith for the previous four fiscal quarters; (iii) for any Acquisition with aggregate consideration in excess of $50,000,000, the acquired entity must not Borrower shall have any environmental liabilities which, delivered to the Administrative Agent a certificate executed by an Authorized Officer setting forth the calculations demonstrating such compliance and (iv) both before and after giving effect to such acquisitionacquisition no Default exists (each such acquired entity, would reasonably be expected to result in a Material Adverse Effect and (iv) any Subsidiary acquired under this Section 6.08(e) (other than (a) a Foreign Subsidiary or an “Acquired Company”). (b) any Immaterial Subsidiary if At no time will the Borrower permit aggregate book value Investments in Foreign Subsidiaries, joint ventures or Domestic Subsidiaries that are not Guarantors (excluding Special Purpose Subsidiaries and Subsidiaries created in connection with Receivables Transactions otherwise permitted hereunder) to exceed 10% of Consolidated Net Worth determined as of the assets (other than intercompany obligations) of all Immaterial Subsidiaries acquired under this Section 6.08(e) since the Closing Date does not exceed $10,000,000) shall guarantee the Obligations, as contemplated by Section 10.09. (f) So long as immediately before and after giving effect thereto no Default exists, the Company and its Subsidiaries may make (i) Investments in Unrestricted Affiliates engaged in businesses contemplated by Section 6.02(a) and (ii) Investments consisting of contributions of Property to Unrestricted Affiliates, in an aggregate amount most recent fiscal quarter end for all such Investments permitted pursuant to this clause (f) (calculated at net book value at the time of such Investment), when taken together with the aggregate amount of all Dispositions permitted which financial statements have been delivered pursuant to Section 6.10(e), not to exceed $100,000,000. (g) Loans 6.1 or advances to employees of the Company in an amount not to exceed (i) $1,000,000 in the aggregate outstanding at any time for the purchase of capital stock of the Company and (ii) $5,000,000 in the aggregate outstanding at any time for all other purposes. (h) So long as immediately before and after giving effect thereto no Default exists, Investments of the Company and its Subsidiaries in foreign Wholly Owned Subsidiaries6.2; provided, however, that other than with respect to Investments outstanding as of the Closing Date as described on Schedule 6.08(h), (i) such Investments shall not involve the transfer of substantial noncash assets from the Company and its domestic Subsidiaries to its Foreign Subsidiaries other than up to $35,000,000 in book value of foreign patents and foreign trademarks; and (ii) net cash Investments of the Company and its domestic Subsidiaries in Foreign Subsidiaries made pursuant to this Section 6.08(h) at any one time outstanding shall not exceed $125,000,000 in the aggregate. (i) So long as immediately before and after giving effect thereto no Default exists, and provided that the Company complies with loan from MoneyGram Payment Systems, Inc. to MoneyGram International Holdings Limited in the amount of 92,500,000 Euros pursuant to the Loan Agreement dated January 17, 2003 and any Investment arising out of the forgiveness of such Indebtedness shall be excluded from the provisions of, and calculation under, this Section 10.09, the Company may create a Wholly Owned Subsidiary that constitutes a holding company for the Company’s European Subsidiaries6.14(b).

Investments and Acquisitions. Neither Except as provided below, the Company Borrower will not, nor will it permit any of its Subsidiaries shall have outstandingSubsidiary to, acquire, commit itself make or suffer to acquire or hold exist any Investment Investments (including any Investment consisting of the acquisition of any business) (or become contractually committed to do so) except for the following: (a) Investments of the Company and its Subsidiaries in Wholly Owned Subsidiaries (a) which are domestic Subsidiaries as of the date of this Agreement or (b) which become domestic Wholly Owned Subsidiaries after the Closing Date and become Guarantors to the extent required by Section 10.09; providedwithout limitation, however, that the aggregate book value of all assets (other than intercompany obligations) owned by Immaterial Subsidiaries shall not exceed $10,000,000. (b) Intercompany loans and advances from to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to the Company become or remain a partner in any Guarantor thatpartnership or joint venture, in the case or to make any Acquisition of loans or advances from Foreign Subsidiariesany Person, are subordinated to the Obligations in accordance with the Foreign Subsidiary Subordination Agreement. (c) Investments in Cash Equivalents. (d) Guarantees permitted by Section 6.06. (e) So long as immediately before and after giving effect thereto no Default exists, and so long as the Company (if the Company is party thereto) or a Guarantor (if the Company is not party thereto) is the surviving entity, the Company and its Subsidiaries may acquire another entity in the same line of business as the Company as described in Section 6.02(a) ifexcept: (i) at all times when the Consolidated Leverage Ratio is greater than 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the purchase price for all such acquisitions permitted pursuant to this clause (e)(i) does not exceed, except with the consent of the Required Lenders, $100,000,000 in cash (excluding consideration consisting of Capital Stock, the proceeds of the issuance of Capital Stock or Subordinated Indebtedness) in the aggregate over the term of the Agreement;Cash Equivalent Investments. (ii) at Existing Investments in Subsidiaries and other Investments in existence on the date hereof and described in Schedule 2. The Borrower may create, acquire in a Permitted Acquisition or capitalize any Subsidiary (a "NEW SUBSIDIARY") after the date hereof if (i) no Default or Unmatured Default shall have occurred and be continuing or would result therefrom; and (ii) after such creation, acquisition or capitalization, all times when of the Consolidated Leverage Ratio representations and warranties contained herein shall be true and correct. Without in any way limiting the foregoing, the Borrower shall not and shall not permit any of its Subsidiaries to make any Acquisitions, other than Acquisitions meeting the following requirements or otherwise approved by the Required Lenders (each such Acquisition constituting a "PERMITTED ACQUISITION"): (a) no Default or Unmatured Default shall have occurred and be continuing or would result from such Acquisition or the incurrence of any Indebtedness in connection therewith, and all of the representations and warranties contained herein shall be true and correct on and as of the date such Acquisition with the same effect as though made on and as of such date; (b) the purchase is less than or equal consummated pursuant to 2.50 for the most recent period of four consecutive fiscal quarters (calculated a negotiated acquisition agreement on a pro forma non-hostile basis pursuant to an acquisition agreement approved by the board of directors or other applicable governing body of the seller prior to the commencement thereof; (c) after consummation of the proposed Acquisition, the Borrower and its Subsidiaries shall be in compliance with Section 6.4; and (d) prior to each such Acquisition, the Borrower shall determine that after giving effect to such Acquisition and the proposed acquisition as if such acquisition had been consummated at the beginning incurrence of such period) for which financial reports have been (or are required to have been) furnished to the Lenders any Indebtedness permitted by Section 6.10 in accordance with Sections 6.04(a) or 6.04(b), the Company and its Subsidiaries may make unlimited acquisitions; provided, however that in the event a transaction permitted pursuant to this clause (e)(ii) wouldconnection therewith, on a pro forma basis after giving effect theretousing historical audited and reviewed unaudited financial statements obtained from the seller, cause broken down by fiscal quarter in the Consolidated Leverage Ratio to exceed 2.50Borrower's reasonable judgment, as if the Acquisition and such incurrence of Indebtedness had occurred on the first day of the twelve-month period ending on the last day of the Borrower's most recently completed fiscal quarter, the portion of the cash purchase price with respect to such transaction attributed to causing the Consolidated Leverage Ratio to be greater than 2.50 shall only be permitted to be paid to the extent the Company has sufficient availability in the $100,000,000 basket set forth in clause (e)(i) to take into account such excess amount; provided, further, that with respect to any acquisition permitted pursuant to this Section 6.08(e)(ii), (i) the acquisition must be approved by the target entity’s board of directors, (ii) the Company must be Borrower would have been in compliance with the Computation Covenants immediately after giving effect to such acquisition, (iii) the acquired entity must financial covenants in Section 6.19 and not have any environmental liabilities which, after giving effect to such acquisition, would reasonably be expected to result otherwise in a Material Adverse Effect and (iv) any Subsidiary acquired under this Section 6.08(e) (other than (a) a Foreign Subsidiary or (b) any Immaterial Subsidiary if the aggregate book value of the assets (other than intercompany obligations) of all Immaterial Subsidiaries acquired under this Section 6.08(e) since the Closing Date does not exceed $10,000,000) shall guarantee the Obligations, as contemplated by Section 10.09Default. (f) So long as immediately before and after giving effect thereto no Default exists, the Company and its Subsidiaries may make (i) Investments in Unrestricted Affiliates engaged in businesses contemplated by Section 6.02(a) and (ii) Investments consisting of contributions of Property to Unrestricted Affiliates, in an aggregate amount for all such Investments permitted pursuant to this clause (f) (calculated at net book value at the time of such Investment), when taken together with the aggregate amount of all Dispositions permitted pursuant to Section 6.10(e), not to exceed $100,000,000. (g) Loans or advances to employees of the Company in an amount not to exceed (i) $1,000,000 in the aggregate outstanding at any time for the purchase of capital stock of the Company and (ii) $5,000,000 in the aggregate outstanding at any time for all other purposes. (h) So long as immediately before and after giving effect thereto no Default exists, Investments of the Company and its Subsidiaries in foreign Wholly Owned Subsidiaries; provided, however, that other than with respect to Investments outstanding as of the Closing Date as described on Schedule 6.08(h), (i) such Investments shall not involve the transfer of substantial noncash assets from the Company and its domestic Subsidiaries to its Foreign Subsidiaries other than up to $35,000,000 in book value of foreign patents and foreign trademarks; and (ii) net cash Investments of the Company and its domestic Subsidiaries in Foreign Subsidiaries made pursuant to this Section 6.08(h) at any one time outstanding shall not exceed $125,000,000 in the aggregate. (i) So long as immediately before and after giving effect thereto no Default exists, and provided that the Company complies with Section 10.09, the Company may create a Wholly Owned Subsidiary that constitutes a holding company for the Company’s European Subsidiaries.

Investments and Acquisitions. Neither the The Company nor will not, and will not permit any of its Subsidiaries shall have outstandingto, acquire, commit itself make or suffer to acquire or hold exist any Investment (including in any Investment consisting of the acquisition of Person or make any business) (or become contractually committed to do so) except for the followingAcquisition, except: (a) Cash Equivalents; (b) Investments of the Company and its Subsidiaries in Wholly Owned Subsidiaries (other than Investments permitted under clause (a) which are domestic of this Section) existing on the First Amendment Effective Date and set forth on Schedule 5.4 to the First Amendment and Investments in Immaterial Subsidiaries existing as of the date First Amendment Effective Date; (i) Investments by any Obligor in any other Obligor; and (ii) Investments by the Company or any Subsidiary in any Subsidiary that is not an Obligor; provided that, if the Consolidated Leverage Ratio (calculated as of this Agreement or the most recently ended fiscal quarter of the Company) shall be greater than 3.50 to 1.00, the aggregate amount of Investments by the Obligors in Subsidiaries that are not Obligors under clause (bii) which become domestic Wholly Owned Subsidiaries after above, together with the Closing Date and become Guarantors aggregate principal amount of Indebtedness owing to the extent required by Obligors incurred under Section 10.09; provided10.1(b)(ii), however, that the aggregate book value of all assets (other than intercompany obligations) owned by Immaterial Subsidiaries shall not exceed $10,000,000.75,000,000 at any time outstanding; (bd) Intercompany loans Indebtedness permitted by Section 10.1; (e) purchases of inventory and advances from other property to be sold or used in the ordinary course of business; (f) the Arrow Acquisition; (g) Swap Agreements permitted by Section 10.11; (h) any Subsidiary to Acquisition after the First Amendment Effective Date by the Company or any Guarantor that, Subsidiary; provided that (i) in the case of loans any such Acquisition, (x) if the Acquired Entity is a publicly held corporation, such Acquisition shall have been approved by the board of directors of such Acquired Entity; (y) after giving effect to any such Acquisition of Capital Stock, the Acquired Entity becomes a direct or advances from Foreign Subsidiaries, are subordinated to indirect Subsidiary of the Obligations Company; and (z) the Acquired Entity is engaged in a line of business in accordance with the Foreign Subsidiary Subordination Agreement. requirements of Section 10.10; (cii) Investments in Cash Equivalents. (d) Guarantees permitted by Section 6.06. (e) So long as both immediately before prior to such Acquisition and after giving effect thereto thereto, no Default exists, shall have occurred and so long as the Company be continuing; and (if the Company is party thereto) or a Guarantor (if the Company is not party thereto) is the surviving entity, the Company and its Subsidiaries may acquire another entity in the same line of business as the Company as described in Section 6.02(aiii) if: (i) at all times when , after giving effect to such Acquisition on a pro forma basis as if such Acquisition had occurred on the Consolidated Leverage Ratio is greater than 2.50 for first day of the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the purchase price for all such acquisitions permitted pursuant to this clause (e)(i) does not exceed, except with the consent of the Required LendersCompany, $100,000,000 in cash (excluding consideration consisting of Capital Stock, the proceeds of the issuance of Capital Stock or Subordinated Indebtedness) in the aggregate over the term of the Agreement; (ii) at all times when the Consolidated Leverage Ratio is less than or equal to 2.50 for the most recent period of four consecutive fiscal quarters (calculated on a pro forma basis giving effect to the proposed acquisition as if such acquisition had been consummated at the beginning of such period) for which financial reports have been (or are required to have been) furnished to the Lenders in accordance with Sections 6.04(a) or 6.04(b), the Company and its Subsidiaries may make unlimited acquisitions; provided, however that in the event a transaction permitted pursuant to this clause (e)(ii) would, on a pro forma basis after giving effect thereto, cause the Consolidated Leverage Ratio to exceed 2.50, the portion of the cash purchase price with respect to such transaction attributed to causing the Consolidated Leverage Ratio to shall be greater than 2.50 shall only be permitted 3.50 to be paid to 1.00, the extent the Company has sufficient availability aggregate consideration (including assumed Indebtedness, but excluding consideration in the form of the Capital Stock of the Company) for all such Acquisitions shall not exceed $100,000,000 basket set forth 150,000,000 in clause (e)(i) to take into account such excess amountany fiscal year; provided, further, that with respect to any acquisition permitted pursuant to this Section 6.08(e)(ii), and (i) the acquisition must be approved by the target entity’s board of directors, (ii) the Company must be in compliance with the Computation Covenants immediately after giving effect to such acquisition, (iii) the acquired entity must not have any environmental liabilities which, after giving effect to such acquisition, would reasonably be expected to result in a Material Adverse Effect and (iv) any Subsidiary acquired under this Section 6.08(e) (other than (a) a Foreign Subsidiary or (b) any Immaterial Subsidiary if the aggregate book value of the assets (other than intercompany obligations) of all Immaterial Subsidiaries acquired under this Section 6.08(e) since the Closing Date does not exceed $10,000,000) shall guarantee the Obligations, as contemplated by Section 10.09. (f) So long as immediately before and after giving effect thereto no Default exists, the Company and its Subsidiaries may make (i) Investments in Unrestricted Affiliates engaged in businesses contemplated by Section 6.02(a) and (ii) Investments consisting of contributions of Property to Unrestricted Affiliates, in an aggregate amount for all such Investments permitted pursuant to this clause (fvalued at cost) (calculated at net book value at the time of such Investment), when taken together with the aggregate amount of all Dispositions permitted pursuant to Section 6.10(e), not to exceed exceeding $100,000,00025,000,000. (g) Loans or advances to employees of the Company in an amount not to exceed (i) $1,000,000 in the aggregate outstanding at any time for the purchase of capital stock of the Company and (ii) $5,000,000 in the aggregate outstanding at any time for all other purposes. (h) So long as immediately before and after giving effect thereto no Default exists, Investments of the Company and its Subsidiaries in foreign Wholly Owned Subsidiaries; provided, however, that other than with respect to Investments outstanding as of the Closing Date as described on Schedule 6.08(h), (i) such Investments shall not involve the transfer of substantial noncash assets from the Company and its domestic Subsidiaries to its Foreign Subsidiaries other than up to $35,000,000 in book value of foreign patents and foreign trademarks; and (ii) net cash Investments of the Company and its domestic Subsidiaries in Foreign Subsidiaries made pursuant to this Section 6.08(h) at any one time outstanding shall not exceed $125,000,000 in the aggregate. (i) So long as immediately before and after giving effect thereto no Default exists, and provided that the Company complies with Section 10.09, the Company may create a Wholly Owned Subsidiary that constitutes a holding company for the Company’s European Subsidiaries.