Common use of Investments and Acquisitions Clause in Contracts

Investments and Acquisitions. No Loan Party will (i) make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, (ii) create any Subsidiary, (iii) become or remain a partner in any partnership or joint venture, or (iv) make any Acquisition, except: (a) Cash Equivalent Investments, subject to control agreements in favor of the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the Lenders; (b) Investments in Subsidiaries existing as of the Effective Date; (c) other Investments in existence on the Effective Date and described in Schedule 6.20; (d) Investments consisting of loans or advances made to employees of such Loan Party on an arms-length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $250,000 to any employee and up to a maximum of $1,000,000 in the aggregate at any one time outstanding; (e) subject to Sections 4.2(a) and 4.4 of the Security Agreement, Investments comprised of notes payable, or stock or other securities issued by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business, consistent with past practices, or acquired as a result of the bankruptcy or reorganization of such Account Debtor; (f) additional Investments in Wholly-Owned Subsidiaries which are Loan Parties; (g) Permitted Acquisitions and the formation of Wholly-Owned Subsidiaries of the Borrower or PHI in connection with a Permitted Acquisition; (h) other Investments not to exceed $10,000,000 in the aggregate at any time outstanding; (i) Investments in any existing or future, direct or indirect, Subsidiary which exists for the sole purpose of obtaining and holding a license which the Borrower deems necessary or advisable for its business; provided that (i) the total Investment in such Subsidiary does not exceed $100,000 in the aggregate for any one such Subsidiary or $200,000 in the aggregate for all such Subsidiaries and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be a Guarantor; (j) Investments in Unrestricted Subsidiaries not to exceed $20,000,000 in the aggregate at any time outstanding; and (k) the creation and capitalization of CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries and Investments in CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries including (i) the initial capitalization of CaptiveCo related to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) shall include the aggregate value of applicable insurance claims projected by Parent, the Borrower and their advisors to be filed in a future period), in each case, to be made in accordance with customary practice in the insurance industry and applicable laws, rules and regulations.

Investments and Acquisitions. No Loan Party will (i) make Neither the Company nor any of its Subsidiaries shall have outstanding, acquire, commit itself to acquire or suffer to exist hold any Investments Investment (including without limitation, loans and advances to, and other Investments in, Subsidiaries), any Investment consisting of the acquisition of any business) (or commitments therefor, (iibecome contractually committed to do so) create any Subsidiary, (iii) become or remain a partner in any partnership or joint venture, or (iv) make any Acquisition, exceptexcept for the following: (a) Cash Equivalent Investments, subject to control agreements in favor Investments of the Agent 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 10.08; provided, however, that the aggregate book value of all assets (other than intercompany obligations) owned by Immaterial Subsidiaries shall not exceed $5,000,000. (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): (i) at all times when the Consolidated Leverage Ratio is greater than 4.25 for the benefit 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), only with the consent of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the Required Lenders; (ii) at all other times, for a purchase price not exceeding, 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 cumulative aggregate purchase price for all acquisitions permitted by this Section 6.08(e) during the period from the Closing Date through the Maturity Date; provided, however, that (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 that does not constitute a Material 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 $5,000,000) shall guarantee the Obligations, as contemplated by Section 10.09. (f) Investments in Subsidiaries existing as of Unrestricted Affiliates engaged in businesses contemplated by Section 6.02(a) in an aggregate outstanding amount not to exceed, at the Effective Date;time any such Investment is made, (a) $25,000,000 at all times when the Consolidated Leverage Ratio exceeds 4.00 and (b) $45,000,000 at all other times. (cg) other Investments in existence on the Effective Date and described in Schedule 6.20; (d) Investments consisting of loans Loans or advances made to employees of such Loan Party on the Company in an arms-length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up amount not to a maximum of $250,000 to any employee and up to a maximum of exceed (a) $1,000,000 in the aggregate outstanding at any time for the purchase of capital stock of the Company and (b) $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 (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; outstanding shall not exceed the sum of (ex) subject to Sections 4.2(a$50,000,000, plus (y) and 4.4 the amount of the Security AgreementCapital Expenditures incurred by such Foreign Subsidiaries, Investments comprised of notes payable, or stock or other securities issued by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business, consistent with past practices, or acquired as a result of the bankruptcy or reorganization of such Account Debtor; (f) additional Investments in Wholly-Owned Subsidiaries which are Loan Parties; (g) Permitted Acquisitions and the formation of Wholly-Owned Subsidiaries of the Borrower or PHI in connection with a Permitted Acquisition; (h) other Investments amount shall not to exceed $10,000,000 in any fiscal year (provided that the aggregate at amount of permitted capital expenditures set forth in this clause (y) in respect of any time outstanding;fiscal year commencing with the fiscal year ending on June 30, 2008, shall be increased by any portion of the $10,000,000 yearly basket not used during the prior fiscal year), plus (z) Investments outstanding on the date hereof as described in Schedule 6.08(h). (i) So long as immediately before and after giving effect thereto no Default exists, and provided that the Company complies with Section 10.08, the Company may create a Wholly Owned Subsidiary that constitutes a holding company for the Company’s European Subsidiaries. (j) Investments in any existing or future, direct or indirect, Subsidiary which exists for the sole purpose newly-created Subsidiaries consisting of obtaining and holding a license which the Borrower deems necessary or advisable for its business; provided that (i) the total Investment in such Subsidiary does not exceed $100,000 in the aggregate for any one such Subsidiary or $200,000 in the aggregate for all such Subsidiaries and (ii) if the failure assets transferred pursuant to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be a Guarantor; (j) Investments in Unrestricted Subsidiaries not to exceed $20,000,000 in the aggregate at any time outstanding; and (k) the creation and capitalization of CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries and Investments in CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries including (i) the initial capitalization of CaptiveCo related to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) shall include the aggregate value of applicable insurance claims projected by Parent, the Borrower and their advisors to be filed in a future periodSection 6.10(h), in each case, to be made in accordance with customary practice in the insurance industry and applicable laws, rules and regulations.

Investments and Acquisitions. No Loan Party The Borrower will (i) not, nor will it permit any Subsidiary to, make or suffer to exist any Investments Investment (including including, without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, (ii) or to create any Subsidiary, (iii) Subsidiary or to become or remain a partner in any partnership or joint venture, or (iv) to make any AcquisitionAcquisitions, except: (a) Cash Equivalent Investments, subject to control agreements in favor of the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the Lenders; (b) Investments in Subsidiaries existing as of debt securities rated A- or better by S&P, A3 or better by Xxxxx’x or NAIC-1 or better by the Effective DateNAIC; (c) existing Investments in Subsidiaries and other Investments in existence on the Effective Date and described in Schedule 6.20Closing Date; (d) Investments consisting of loans in debt securities rated less than A- by S&P, A3 by Xxxxx’x or advances made to employees of NAIC-1 by the NAIC but BBB- or better by S&P, Baa3 or better by Xxxxx’x or NAIC-2 or better by the NAIC; provided, that all such Loan Party on an arms-length basis in the ordinary course of business consistent with past practices for travel and entertainment expensesInvestments under this clause (d) do not exceed, relocation costs and similar purposes up to a maximum of $250,000 to any employee and up to a maximum of $1,000,000 in the aggregate at any one time outstanding, ten percent (10%) of the combined Investments of the Borrower and its Subsidiaries; provided, further, that if any such Investment ceases to meet such ratings requirements, then such Investment shall be permitted hereby for a period of one hundred and eighty (180) days after the date on which such ratings requirement is no longer satisfied; (e) subject to Sections 4.2(a) and 4.4 Investments in debt securities not satisfying any of the Security Agreementstandards, Investments comprised including the percentage limitations, set forth in clauses (b) or (d) above in an aggregate amount not exceeding 5% of notes payable, or stock or other securities issued by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business, consistent with past practices, or acquired as a result Consolidated Net Worth of the bankruptcy or reorganization of such Account DebtorBorrower and its Consolidated Subsidiaries; (f) additional Investments by the Borrower (not including Investments in Subsidiaries) in equity securities in an aggregate amount not to exceed 20% of the Consolidated Net Worth of the Borrower and its Consolidated Subsidiaries; provided that no single Investment in equity securities shall be in an amount in excess of 5% of the Consolidated Net Worth of the Borrower and its Consolidated Subsidiaries; (g) other Investments after the Closing Date in an aggregate amount not to exceed 5% of Consolidated Net Worth of the Borrower and its Consolidated Subsidiaries; (h) Acquisitions in an aggregate amount not to exceed 5% of Consolidated Net Worth of the Borrower and its Consolidated Subsidiaries in any Fiscal Year; and (i) Investments by Navigators in Wholly-Owned Subsidiaries which are Loan Parties; of Navigators (g) Permitted Acquisitions and the formation of including new Wholly-Owned Subsidiaries of the Borrower or PHI in connection with a Permitted Acquisition; (h) other Investments not to exceed $10,000,000 in the aggregate at any time outstanding; (i) Investments in any existing or future, direct or indirect, Subsidiary which exists for the sole purpose of obtaining and holding a license which the Borrower deems necessary or advisable for its businessNavigators); provided that (i) the total Investment in such Subsidiary does not exceed $100,000 in the aggregate for any one such Subsidiary or $200,000 in the aggregate for all such Subsidiaries and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be a Guarantor; (j) Investments in Unrestricted Subsidiaries not to exceed $20,000,000 in the aggregate at any time outstanding; and (k) the creation and capitalization of CaptiveCo by Parent, the Borrower or will not, and will not permit any of their respective Subsidiaries and Subsidiary to, make any Investments not in CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries including (i) the initial capitalization of CaptiveCo related to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may be required to satisfy conformity with its then applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) shall include the aggregate value of applicable insurance claims projected by Parent, the Borrower and their advisors to be filed in a future period), in each case, to be made in accordance with customary practice in the insurance industry and applicable laws, rules and regulationsinvestment guidelines.

Investments and Acquisitions. No Loan Party will (i) make or suffer to exist The Borrower shall not, and shall not permit any Investments (including without limitation, loans and advances of its Restricted Subsidiaries to, and other Investments inmake any loan, Subsidiaries)advance, or commitments thereforotherwise acquire evidences of indebtedness, (ii) create Capital Stock or other securities of any SubsidiaryPerson, (iii) become or remain a partner in any partnership or joint venture, or (iv) make any Acquisition, exceptexcept that the Borrower and its Restricted Subsidiaries may: (a) Cash Equivalent Investments, subject to control agreements in favor of complete (i) the Agent for TV Guide Transaction and (ii) the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the LendersLiberty Transaction; (b) Investments in make loans or advances to Non-Guarantor Subsidiaries existing as of the Effective Datefor working capital and cash management purposes; (c) other Investments in existence if the Leverage Ratio (after giving effect to such Acquisition or Investment) on the Effective Date date of such Acquisition or Investment is equal to or less than 3.5 to 1.0 and described in Schedule 6.20;so long as no Default then exists or would be caused thereby, make any other Acquisition or Investment; and (d) Investments consisting of loans if the Leverage Ratio (after giving effect to such Acquisition or advances made to employees Investment) on the date of such Loan Party on an arms-length basis in the ordinary course of business consistent with past practices for travel Acquisition or Investment is greater than 3.5 to 1.0 and entertainment expensesso long as no Default then exists or would be caused thereby, relocation costs and similar purposes up to a maximum of $250,000 to make any employee and up to a maximum of $1,000,000 in the aggregate at any one time outstanding; (e) subject to Sections 4.2(a) and 4.4 of the Security Agreement, Investments comprised of notes payable, other Acquisition or stock or other securities issued by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business, consistent with past practices, or acquired as a result of the bankruptcy or reorganization of such Account Debtor; (f) additional Investments in Wholly-Owned Subsidiaries which are Loan Parties; (g) Permitted Acquisitions and the formation of Wholly-Owned Subsidiaries of the Borrower or PHI in connection with a Permitted Acquisition; (h) other Investments Investment that does not to exceed $10,000,000 in the aggregate at any time outstanding; (i) Investments in any existing or future, direct or indirect, Subsidiary which exists for the sole purpose of obtaining and holding a license which the Borrower deems necessary or advisable for its business; provided that (i) the total Investment in such Subsidiary does not exceed $100,000 in the aggregate 150,000,000 for any one such Subsidiary single Investment or Acquisition and (ii) $200,000 400,000,000 in the aggregate for all such Subsidiaries Investments and (ii) if Acquisitions after the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be a Guarantor; (j) Investments in Unrestricted Subsidiaries not to exceed $20,000,000 in the aggregate at any time outstandingAgreement Date; and (ke) the creation purchase or otherwise acquire and capitalization of CaptiveCo by Parent, the Borrower or own any of their respective Subsidiaries and Investments in CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries including following: (i) direct obligations of the initial capitalization United States of CaptiveCo related to America (including any agency or instrumentality thereof) for the establishment thereof as a captive insurance company and/or payment of which the full faith and credit of the United States of America is pledged maturing within three hundred sixty-five (365) days of the date of acquisition thereof; (ii) ongoing capital contributions time deposit accounts, certificates of deposit and money market deposits maturing within ninety (90) days of the date of acquisition thereof issued by Parenta bank or trust company organized under the laws of the United States of America or any state thereof having capital, the Borrower surplus and undivided profits aggregating in excess of $500,000,000 and whose long-term debt is rated "A-3" or "A-" (or higher) according to Moody's Investors Service, Inc. or Sxxxxxxx and Poor's Ratings Group, a division of McGraw-Hill, Inc. (or such Subsidiary similar xxxivalent rating by at least one "nationally recognized statistical rating organization" (as may be required to satisfy applicable capital requirements defined in Rule 436 under the Securities and Exchange Act of 1993, as amended)); (iii) repurchase obligations with respect to CaptiveCo a term of not more than thirty (which amounts 30) days for underlying securities of the types described in this clause (i) entered into with: (A) a bank meeting the qualifications described in clause (ii) shall include above, or (B) any primary government securities dealer reporting to the aggregate value Market Reports Division of applicable insurance claims projected the Federal Reserve Bank of New York; (iv) commercial paper, maturing not more than ninety (90) days after the date of acquisition, issued by Parenta corporation (other than an Affiliate of the Borrower) organized and in existence under the laws of the United States of America with a rating at the time as of which any Investment therein is made of "P-1" (or higher) according to Moody's Investors Service, Inc. or "X-0" (xr higher) according to Standard and Poor's Ratings Group, a division of McGraw-Hill, Inc. (or such xxxxxxx xxxivalent rating by at least one "nationally recognized statistical rating organization" (as defined in Rule 436 under the Securities and Exchange Act of 1993, as amended)); and (v) direct obligations (or certificates representing an ownership interest in such obligations) of any state of, or municipality within, the Borrower United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and their advisors credit of such state or municipality is pledged and which are not callable or redeemable at the issuer's option, provided that: (A) the long-term debt of such state or municipality is rated "A-3" or "A-" (or higher) according to be filed Moody's Investor Service, Inc. or Stxxxxxx and Poor's Ratings Group, a division of McGraw-Hill, Inc. (or such similar equivalent rating by at least one "nationally recognized statistical rating organization" (as defined in a future periodRule 436 under the Securities and Exchange Act of 1993, as amended)), in each case, to be made in accordance with customary practice in and (B) such obligations mature within one hundred eighty (180) days of the insurance industry and applicable laws, rules and regulationsdate of acquisition thereof.

Investments and Acquisitions. No Loan Party will (i) Make any Acquisition using Authority Property, or enter into any agreement to make any Acquisition using Authority Property, or make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, (ii) create any Subsidiary, (iii) become or remain a partner in any partnership or joint venture, or (iv) make any AcquisitionInvestment made using Authority Property, except: (a) Investments in Cash Equivalent Investments, subject to control agreements in favor of the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the LendersEquivalents; (b) Investments in Subsidiaries existing as of to the Effective Dateextent in compliance with Section 9.6; (c) other Investments consisting of Property received in existence on the Effective Date and described in Schedule 6.20connection with any Permitted Disposition; (d) Investments consisting of loans or payroll advances made to employees of such Loan Party on an arms-length basis Borrower and its Subsidiaries for travel, entertainment and relocation expenses in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up in an aggregate amount not to a maximum of $250,000 to any employee and up to a maximum of exceed $1,000,000 in the aggregate at any one time outstanding; (e) subject to Sections 4.2(a) Investments in accounts and 4.4 of the Security Agreement, Investments comprised of notes payable, receivable if created or stock or other securities issued by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts acquired in the ordinary course of business, consistent business and which are payable or dischargeable in accordance with past practices, or acquired as a result of the bankruptcy or reorganization of such Account Debtorcustomary trade terms; (f) Other Investments (including without limitation, Investments in one or more Persons formed or acquired by Borrower for the purpose of conducting non-gaming activities on or in the general area of the Tribe’s reservation in the vicinity of Uncasville, Connecticut) in an aggregate amount not to exceed $75,000,000, provided that if, as of the date of the making of any Investment, the Pro Forma Total Leverage Ratio is less than 4.00:1.00, then Borrower may make additional Investments in Whollyan aggregate additional amount not to exceed $75,000,000 (for a total of $150,000,000), however not more than $75,000,000 shall be invested in any one Person or group of related Persons pursuant to this clause (f) and provided further that Investments by Borrower in the WNBA Subsidiary permitted under clause (h) below shall not be subject to this clause (f), and provided further that the Investments, referred to above, in one or more Persons conducting non-Owned Subsidiaries which are Loan Partiesgaming activities shall not exceed $25,000,000 in the aggregate; (g) Permitted Acquisitions Investments in Approved Swap Agreements and in other Swap Agreements in respect of (i) the formation of Wholly-Owned Subsidiaries of Indebtedness hereunder and (ii) other Indebtedness having an aggregate notional amount not to exceed $400,000,000, in each case which are entered into either with one or more Lenders (which shall be deemed secured hereunder) or with Approved Swap Counterparties (which shall not be entitled to the Borrower or PHI in connection with a Permitted Acquisition;security provided for hereunder); and (h) other The Acquisition by Borrower of the WNBA Subsidiary and related Investments by Borrower in the WNBA Subsidiary, including Investments by way of Contingent Obligations of Borrower pursuant to its guaranty of the obligations of the WNBA Subsidiary under the WNBA Agreements, provided the aggregate amount of such Investments, plus the aggregate amount of the obligations which are supported by Contingent Obligations permitted by Section 7.9(i), plus the Capital Expenditures permitted by Section 7.15(c) shall not to exceed $10,000,000 35,000,000. Without limitation on the foregoing provisions of this Section, the Tribe or the Borrower may form or acquire one or more Persons for the purpose of conducting gaming, including, without limitation, Class II and Class III gaming activities (as defined in IGRA) at locations which are not a part of the Tribe’s reservation in the aggregate at vicinity of Uncasville, Connecticut, (and which shall not be obligated to issue any time outstanding; (iguaranty of the Obligations or any Collateral Documents) Investments in any existing or future, direct or indirect, Subsidiary which exists for the sole purpose of obtaining and holding a license which the Borrower deems necessary or advisable for its business; provided that that: (i) the total Investment in assets and results of operations of such Subsidiary does Persons shall not exceed $100,000 be reflected in the aggregate for any one such Subsidiary or $200,000 in financial statements of Borrower which are delivered to the aggregate for all such Subsidiaries and Lenders from time to time, (ii) if the failure holders of Indebtedness and Contingent Obligations of such Persons shall not have or obtain recourse, contractual or otherwise, to have the assets and revenues of the Borrower, (iii) the assets of such license could reasonably Persons shall not be expected deemed to have a Material Adverse Effectconstitute Authority Property, (iv) to the Subsidiary holding extent formed or acquired by Borrower, rather than by the Tribe, any Investments of the Borrower in such license Persons shall be a Guarantor; in compliance with the provisions of this Section, and (jv) Investments in Unrestricted Subsidiaries not to exceed $20,000,000 in no portion of the aggregate at any time outstanding; and (k) the creation and capitalization of CaptiveCo by Parent, Capital Expenditures which the Borrower or any of their respective Subsidiaries and Investments in CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries including (i) the initial capitalization of CaptiveCo related is permitted to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may be required make pursuant to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) Section 7.15 shall include the aggregate value of applicable insurance claims projected by Parent, the Borrower and their advisors to be filed in a future period), in each case, to be made in accordance with customary practice in respect of the insurance industry and applicable lawsProperty of any such Persons, rules and regulationsprovided that any such Person shall be free to make its own Capital Expenditures using funds which are the subject of permitted Investments by Borrower pursuant to this Section).

Investments and Acquisitions. No Loan Party The Company will (i) not, nor will it permit any Restricted Subsidiary to, make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, (ii) create any Subsidiary, (iii) become or remain a partner in any partnership or joint venture, or (iv) to make any AcquisitionFuture Acquisition of any Person, except: (ai) Investments in cash and Cash Equivalent Investments, subject to control agreements in favor of the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the LendersEquivalents; (bii) Investments in Subsidiaries existing as of the Effective DateCompany and the Guarantors; (ciii) other (a) Investments in existence on the Effective Date and described (b) so long as no Default or Unmatured Default has occurred and is continuing or would be caused thereby, Investments in Schedule 6.20an SPC in connection with a Permitted Securitization and in an aggregate outstanding amount for this clause (b) not to exceed (x) 10% of the aggregate principal amount of Indebtedness permitted to be incurred in respect of Permitted Securitizations plus (y) the aggregate amount of accounts and notes receivables and related rights and property transferred to an SPC in connection with Permitted Securitizations plus (z) the aggregate amount of capital contributions and loans made or deemed made by the transferor to the SPC in respect of a portion of the purchase price for such transferred assets not paid in cash; (div) Investments consisting of loans or advances made to employees of such Loan Party on an arms-length basis by Foreign Subsidiaries that are not Senior Secured Foreign Subsidiary Borrowers in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $250,000 to any employee and up to a maximum of $1,000,000 in the aggregate at any one time outstandingother Foreign Subsidiaries; (ev) subject the Company and its Restricted Subsidiaries may make intercompany loans between and among one another (including through cash pooling arrangements) (collectively, “Intercompany Loans”); provided that at no one time shall the aggregate outstanding principal amount of all net Intercompany Loans made in reliance on this clause (v) by Senior Secured Loan Parties to Sections 4.2(aSenior Secured External Subsidiaries or by Senior Secured Domestic Loan Parties to Senior Secured Foreign Loan Parties, exceed the Dollar Equivalent Amount of $75,000,000 (determined without regard to any write-downs or write-offs of such Intercompany Loans) and 4.4 no Intercompany Loan shall be permitted under this clause (v) if a Default or Unmatured Default has occurred and is continuing or would be caused thereby; (vi) Investments received as part of the Security Agreement, Investments comprised settlement of notes payable, litigation or stock or other securities issued by Account Debtors in satisfaction of extensions of credit to such Loan Party any Person pursuant to negotiated agreements with respect to the reorganization, bankruptcy or liquidation of such Person or a good faith settlement of debts with such Account Debtor’s Accounts Person; (vii) Investments received in settlement of amounts due to the Company or any Restricted Subsidiary effected in the ordinary course of business, consistent with past practices, or acquired as a result of the bankruptcy or reorganization of such Account Debtor; (fviii) additional so long as no Default or Unmatured Default has occurred and is continuing or would be caused thereby, other Investments provided that the aggregate amount of such Investments made (net of any return in Wholly-Owned Subsidiaries which are Loan Partiescash (including via book entry) of the principal amount thereof) in any consecutive four fiscal quarter period does not exceed 10% of Total Tangible Assets as of the beginning of such period, as set forth on the consolidated balance sheet of the Company included in the financial statements of the Company delivered pursuant to Section 6.1(i) or (ii) for the most recently ended fiscal quarter (or fiscal year if such fiscal quarter is the fourth fiscal quarter of the Company’s fiscal year) prior to such period; (gix) Permitted Acquisitions so long as no Default or Unmatured Default has occurred and is continuing or would be caused thereby, any Future Acquisition so long as (A) in the case of the acquisition of Persons that do not become Guarantors or acquired property or assets that is not acquired by the Company or a Guarantor the aggregate amount of consideration in respect of such Persons that do not become Guarantors or acquired property or assets that is not acquired by the Company or a Guarantor (including without limitation any payments in cash, Capital Stock or other consideration, any direct or deferred payments (to the extent such deferred payments should be shown as a liability on a balance sheet of the Company and its Restricted Subsidiaries in accordance with GAAP) and the formation amount of Wholly-Owned Subsidiaries any Indebtedness (other than Letters of Credit incurred in the ordinary course of business) assumed pursuant to such Future Acquisition) paid or payable by the Company or any Restricted Subsidiary in connection with any such Future Acquisition to the extent pursuant to this clause (ix) does not exceed the greater of $100,000,000 and 2.5% of Total Tangible Assets as shown on or determined in accordance with the most recent financial statements of the Borrower Company delivered pursuant to Section 6.1(i) or PHI (ii), (B) such Future Acquisition is not a Hostile Acquisition and (C) on a Pro Forma Basis after giving effect to such Investment, the Company is in compliance with the financial covenants set forth in Sections 6.22 and 6.23 of the Senior Secured Credit Agreement (as in effect on the date hereof), recomputed as of the last day of the most recently ended fiscal quarter of the Company for which financial statements are available under 6.1(i) or (ii). Any Investments acquired in connection with such permitted Future Acquisition shall be permitted, provided that such Investments were not made in connection with the anticipation of such Future Acquisition; (x) so long as no Default or Unmatured Default has occurred and is continuing or would be caused thereby, Investments to the extent that on a Pro Forma Basis immediately after giving effect to such Investment, the Company’s Total Net Leverage Ratio is less than or equal to the Total Net Leverage Ratio applicable as of such date as set forth in Section 6.22 of the Senior Secured Credit Agreement less 0.25 to 1.00 (provided that if such ratio under Section 6.22 of the Senior Secured Credit Agreement is 4.00 to 1.00 or less no such reduction of 0.25 to 1.00 shall be made), recomputed as of the last day of the most recently ended fiscal quarter of the Company for which financial statements are available under 6.1(i) and (ii); (xi) so long as no Default or Unmatured Default has occurred and is continuing or would be caused thereby, on and after the Acquisition Closing Date, Investments consisting of loans on arms-length terms, or terms more favorable to the Company and its Restricted Subsidiaries other than the Target (in each case as determined in good faith judgment of the Company) to the Target and/or its Subsidiaries (and Investments in the form of intermediate intercompany loans to Wholly Owned Restricted Subsidiaries (other than the Target and its Subsidiaries) to finance the same), provided that such outstanding Investments to the Target and its Subsidiaries shall not in the aggregate (without duplication) exceed €500,000,000 at any one time; (xii) the Acquisition pursuant to the Acquisition Documentation and any subsequent acquisitions of Target Shares (including any Investments in connection therewith to permit the Company or its Restricted Subsidiaries to consummate the Transactions as contemplated by the Acquisition Documentation or subsequently cause the Target to become a Wholly Owned Subsidiary of the Company, including investments in the form of the contribution of Target Shares to Wholly Owned Restricted Subsidiaries (other than the Target and its Subsidiaries)); (xiii) Receivables owing to the Company and extensions of trade credit in the ordinary course of business; (xiv) Investments held by Target in the case of the Acquisition or a Person acquired in a Future Acquisition in each case to the extent that such Investments were not made in contemplation of or in connection with such acquisition and were in existence on the date of such acquisition; (xv) Investments consisting of the licensing, sublicensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons; (xvi) any Investment consisting of cash deposits (including escrowed deposits) pursuant to binding commitments of the Company or its Restricted Subsidiaries in effect with respect to (i) issuances or refinancings of Indebtedness otherwise permitted hereunder and (ii) Future Acquisitions permitted hereunder and not yet consummated; (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; (xviii) So long as no Default or Unmatured Default has occurred and is continuing, Investments in an aggregate amount not to exceed the unused Available Amount; and (xix) to the extent constituting Investments, transactions to facilitate that certain contemplated joint venture transaction disclosed to the Arrangers prior to the Execution Date. Notwithstanding the foregoing, at the option of the Company by written notice to the Administrative Agent, any Investment that is or is in connection with a Permitted Limited Condition Acquisition shall be deemed to have been incurred on the date the definitive acquisition agreement relating to such Limited Condition Acquisition was entered into (and not at the time such Limited Condition Acquisition is consummated) and any applicable financial ratio tests and no Default or Unmatured Default tests shall be tested in connection with such incurrence, as of the date the definitive acquisition agreement relating to such Limited Condition Acquisition was entered into, giving pro forma effect to such Limited Condition Acquisition; (h) other Investments not , to exceed $10,000,000 any Investment, and to all transactions in connection therewith. In the aggregate at event such election is made, any time outstanding; further transactions undertaken in reliance on complying with a particular financial ratio after the date the definitive acquisition agreement relating to such Limited Condition Acquisition was entered into and prior to the earlier of the consummation of such Limited Condition Acquisition or the termination of such definitive agreement prior to the incurrence, such financial ratio test must be satisfied both (i) Investments in any existing or futureassuming such Limited Condition Acquisition has occurred, direct or indirect, Subsidiary which exists for the sole purpose of obtaining and holding on a license which the Borrower deems necessary or advisable for its business; provided that (i) the total Investment in such Subsidiary does not exceed $100,000 in the aggregate for any one such Subsidiary or $200,000 in the aggregate for all such Subsidiaries Pro Forma Basis and (ii) without giving effect to such Limited Condition Acquisition or any Investment, incurrence of Indebtedness or the other transactions in connection therewith. Any Investment in any Person other than a Loan Party that is otherwise permitted by this Section 6.15 may be made through intermediate Investments in Restricted Subsidiaries that are not Loan Parties and such intermediate Investments shall be disregarded for purposes of determining the outstanding amount of Investments pursuant to any clause 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 the making thereof, and without giving effect to any subsequent write-downs or write-offs thereof. For purposes of determining compliance with this Section 6.15, if the failure to have such license could reasonably be expected to have a Material Adverse Effectan Investment meets, in whole or in part, the Subsidiary holding such license shall be a Guarantor; criteria of one or more of the categories of Investments (jor any portion thereof) Investments permitted in Unrestricted Subsidiaries not to exceed $20,000,000 in the aggregate at any time outstanding; and (k) the creation and capitalization of CaptiveCo by Parentthis Section 6.15, the Borrower Company may, in its sole discretion, classify or divide (and reclassify and redivide) such Investment (or any portion thereof) in any manner that complies with this Section 6.15 and will be entitled to only include the amount and type of their respective Subsidiaries and Investments in CaptiveCo by Parent, the Borrower such Investment (or any portion thereof) in one of their respective Subsidiaries including the above clauses and such Investment will be treated as being incurred or existing pursuant to only such clause or clauses (i) the initial capitalization of CaptiveCo related to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) shall include the aggregate value of applicable insurance claims projected by Parent, the Borrower and their advisors to be filed in a future periodany portion thereof), in each case, to be made in accordance with customary practice in the insurance industry and applicable laws, rules and regulations.

Investments and Acquisitions. No Loan Party The Company will (i) not, nor will it permit any Restricted Subsidiary to, make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, (ii) create any Subsidiary, (iii) become or remain a partner in any partnership or joint venture, or (iv) to make any AcquisitionFuture Acquisition of any Person, except: (ai) Investments in cash and Cash Equivalent Investments, subject to control agreements in favor of the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the LendersEquivalents; (bii) Investments in Subsidiaries existing as of the Effective DateCompany and the Guarantors; (ciii) other (a) Investments in existence on the Effective Date and described (b) so long as no Default or Unmatured Default has occurred and is continuing or would be caused thereby, Investments in Schedule 6.20an SPC in connection with a Permitted Securitization and in an aggregate outstanding amount for this clause (b) not to exceed (x) 10% of the aggregate principal amount of Indebtedness permitted to be incurred in respect of Permitted Securitizations plus (y) the aggregate amount of accounts and notes receivables and related rights and property transferred to an SPC in connection with Permitted Securitizations plus (z) the aggregate amount of capital contributions and loans made or deemed made by the transferor to the SPC in respect of a portion of the purchase price for such transferred assets not paid in cash; (div) Investments consisting of loans or advances made to employees of such Loan Party on an arms-length basis by Foreign Subsidiaries that are not Foreign Subsidiary Borrowers in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $250,000 to any employee and up to a maximum of $1,000,000 in the aggregate at any one time outstandingother Foreign Subsidiaries; (ev) subject the Company and its Restricted Subsidiaries may make intercompany loans between and among one another (including through cash pooling arrangements) (collectively, “Intercompany Loans”); provided that at no one time shall the aggregate outstanding principal amount of all net Intercompany Loans made in reliance on this clause (v) by Loan Parties to Sections 4.2(aExternal Subsidiaries or by Domestic Loan Parties to Foreign Loan Parties, exceed the Dollar Equivalent Amount of $75,000,000 (determined without regard to any write-downs or write-offs of such Intercompany Loans) and 4.4 no Intercompany Loan shall be permitted under this clause (v) if a Default or Unmatured Default has occurred and is continuing or would be caused thereby; (vi) Investments received as part of the Security Agreement, Investments comprised settlement of notes payable, litigation or stock or other securities issued by Account Debtors in satisfaction of extensions of credit to such Loan Party any Person pursuant to negotiated agreements with respect to the reorganization, bankruptcy or liquidation of such Person or a good faith settlement of debts with such Account Debtor’s Accounts Person; (vii) Investments received in settlement of amounts due to the Company or any Restricted Subsidiary effected in the ordinary course of business, consistent with past practices, or acquired as a result of the bankruptcy or reorganization of such Account Debtor.; (fviii) additional so long as no Default or Unmatured Default has occurred and is continuing or would be caused thereby, other Investments provided that the aggregate amount of such Investments made (net of any return in Wholly-Owned Subsidiaries which are Loan Partiescash (including via book entry) of the principal amount thereof) in any consecutive four fiscal quarter period does not exceed 10% of Total Tangible Assets as of the beginning of such period, as set forth on the consolidated balance sheet of the Company included in the financial statements of the Company delivered pursuant to Section 6.1(i) or (ii) for the most recently ended fiscal quarter (or fiscal year if such fiscal quarter is the fourth fiscal quarter of the Company’s fiscal year) prior to such period; (gix) Permitted Acquisitions so long as no Default or Unmatured Default has occurred and is continuing or would be caused thereby, any Future Acquisition so long as (A) in the case of the acquisition of Persons that do not become Guarantors or acquired property or assets that is not acquired by the Company or a Guarantor the aggregate amount of consideration in respect of such Persons that do not become Guarantors or acquired property or assets that is not acquired by the Company or a Guarantor (including without limitation any payments in cash, Capital Stock or other consideration, any direct or deferred payments (to the extent such deferred payments should be shown as a liability on a balance sheet of the Company and its Restricted Subsidiaries in accordance with GAAP) and the formation amount of Wholly-Owned Subsidiaries any Indebtedness (other than Letters of Credit incurred in the Borrower ordinary course of business) assumed pursuant to such Future Acquisition) paid or PHI payable by the Company or any Restricted Subsidiary in connection with any such Future Acquisition to the extent pursuant to this clause (ix) does not exceed the greater of $100,000,000 and 2.5% of Total Tangible Assets as shown on or determined in accordance with the most recent financial statements of the Company delivered pursuant to Section 6.1(i) or (ii), (B) such Future Acquisition is not a Permitted Hostile Acquisition and (C) on a Pro Forma Basis after giving effect to such Investment, the Company is in compliance with the financial covenants set forth in Sections 6.22 and 6.23, recomputed as of the last day of the most recently ended fiscal quarter of the Company for which financial statements are available under 6.1(i) or (ii). Any Investments acquired in connection with such permitted Future Acquisition shall be permitted, provided that such Investments were not made in connection with the anticipation of such Future Acquisition; (hx) so long as no Default or Unmatured Default has occurred and is continuing or would be caused thereby, Investments to the extent that on a Pro Forma Basis immediately after giving effect to such Investment, the Company’s Total Net Leverage Ratio is less than or equal to the Total Net Leverage Ratio applicable as of such date as set forth in Section 6.22 less 0.25 to 1.00 (provided that if such ratio under Section 6.22 is 4.00 to 1.00 or less no such reduction of 0.25 to 1.00 shall be made), recomputed as of the last day of the most recently ended fiscal quarter of the Company for which financial statements are available under 6.1(i) and (ii); (xi) so long as no Default or Unmatured Default has occurred and is continuing or would be caused thereby, on and after the Acquisition Closing Date, Investments consisting of loans on arms-length terms, or terms more favorable to the Company and its Restricted Subsidiaries other than the Target (in each case as determined in good faith judgment of the Company) to the Target and/or its Subsidiaries (and Investments in the form of intermediate intercompany loans to Wholly Owned Restricted Subsidiaries (other than the Target and its Subsidiaries) to finance the same), provided that such outstanding Investments to the Target and its Subsidiaries shall not to exceed $10,000,000 in the aggregate (without duplication) exceed €500,000,000 at any time outstandingone time; (ixii) the Acquisition pursuant to the Acquisition Documentation and any subsequent acquisitions of Target Shares (including any Investments in connection therewith to permit the Company or its Restricted Subsidiaries to consummate the Transactions as contemplated by the Acquisition Documentation or subsequently cause the Target to become a Wholly Owned Subsidiary of the Company, including investments in the form of the contribution of Target Shares to Wholly Owned Restricted Subsidiaries (other than the Target and its Subsidiaries)); (xiii) Receivables owing to the Company and extensions of trade credit in the ordinary course of business; (xiv) Investments held by Target in the case of the Acquisition or a Person acquired in a Future Acquisition in each case to the extent that such Investments were not made in contemplation of or in connection with such acquisition and were in existence on the date of such acquisition; (xv) Investments consisting of the licensing, sublicensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons; (xvi) any existing Investment consisting of cash deposits (including escrowed deposits) pursuant to binding commitments of the Company or future, direct or indirect, Subsidiary which exists for the sole purpose of obtaining and holding a license which the Borrower deems necessary or advisable for its business; provided that Restricted Subsidiaries in effect with respect to (i) the total Investment in such Subsidiary does not exceed $100,000 in the aggregate for any one such Subsidiary issuances or $200,000 in the aggregate for all such Subsidiaries refinancings of Indebtedness otherwise permitted hereunder and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be a GuarantorFuture Acquisitions permitted hereunder and not yet consummated; (jxvii) 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; (xviii) So long as no Default or Unmatured Default has occurred and is continuing, Investments in Unrestricted Subsidiaries an aggregate amount not to exceed $20,000,000 in the aggregate at any time outstandingunused Available Amount; and (k) the creation and capitalization of CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries and Investments in CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries including (i) the initial capitalization of CaptiveCo related to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) shall include the aggregate value of applicable insurance claims projected by Parent, the Borrower and their advisors to be filed in a future period), in each case, to be made in accordance with customary practice in the insurance industry and applicable laws, rules and regulations.

Investments and Acquisitions. No Loan Party will (i) make or suffer to exist The Borrower shall not, and shall not permit any Investments (including without limitation, loans and advances of its Subsidiaries to, and other Investments indirectly or indirectly, Subsidiaries)make any loan or advance, or commitments thereforotherwise acquire for consideration evidences of Indebtedness, (ii) create any Subsidiary, (iii) become or remain a partner in any partnership or joint venture, or (iv) make any Acquisition, except: (a) Cash Equivalent Investments, subject to control agreements in favor of the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the Lenders; (b) Investments in Subsidiaries existing as of the Effective Date; (c) other Investments in existence on the Effective Date and described in Schedule 6.20; (d) Investments consisting of loans or advances made to employees of such Loan Party on an arms-length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $250,000 to any employee and up to a maximum of $1,000,000 in the aggregate at any one time outstanding; (e) subject to Sections 4.2(a) and 4.4 of the Security Agreement, Investments comprised of notes payable, or capital stock or other securities issued by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts any Person or other assets or property (other than assets or property in the ordinary course of business, consistent with past practices), or acquired as make any Acquisition or Investment; PROVIDED, HOWEVER, that: (a) The Borrower or any of its Subsidiaries may, directly or through a result brokerage account, (i) purchase marketable, direct obligations of the bankruptcy United States of America, its agencies and instrumentalities maturing within three hundred sixty-five (365) days of the date of purchase, (ii) purchase commercial paper, money-market funds and business savings accounts issued by corporations, each of which shall have a combined net worth of at least $100,000,000 and each of which conducts a substantial part of its business in the United States of America, maturing within two hundred seventy (270) days from the date of the original issue thereof, and rated "P-2" or reorganization better by Xxxxx'x Investors Service, Inc. or "A-2" or better by Standard and Poor's Ratings Group, a division of such Account DebtorXxXxxx-Xxxx, Inc., and (iii) purchase repurchase agreements, bankers' acceptances, and certificates of deposit maturing within three hundred sixty-five (365) days of the date of purchase which are issued by, or time deposits maintained with, a United States national or state bank the deposits of which are insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation and having capital, surplus and undivided profits totaling more than $100,000,000 and rated "A" or better by Xxxxx'x Investors Service, Inc. or Standard and Poor's Ratings Group, a division of XxXxxx-Xxxx, Inc.; (fb) additional Investments in Wholly-Owned Subsidiaries which are Loan Parties; (g) Permitted Acquisitions So long as no Default then exists or would be caused thereby, and the formation of Wholly-Owned Subsidiaries of the Borrower or PHI in connection subject to compliance with a Permitted Acquisition; (h) other Investments not to exceed $10,000,000 in the aggregate at any time outstanding; (i) Investments in any existing or future, direct or indirect, Subsidiary which exists for the sole purpose of obtaining and holding a license which the Borrower deems necessary or advisable for its business; provided that (i) the total Investment in such Subsidiary does not exceed $100,000 in the aggregate for any one such Subsidiary or $200,000 in the aggregate for all such Subsidiaries and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be a Guarantor; (j) Investments in Unrestricted Subsidiaries not to exceed $20,000,000 in the aggregate at any time outstanding; and (k) the creation and capitalization of CaptiveCo by ParentSection 5.14 hereof, the Borrower or any of their respective its Subsidiaries may complete the following Acquisitions: (i) the Triton Acquisition; and Investments (ii) Acquisitions in CaptiveCo the aggregate not to exceed $100,000,000 (including reasonable and customary costs and expenses related to such Acquisitions) of not less than fifty and one one-hundredth percent (50.01%) of the ownership interest (after giving effect to any ownership interest acquired on or prior to the date of such Acquisition as permitted hereunder) in Cellular Systems, or the right to construct a Cellular System (including, without limitation, associated construction costs), in an RSA or an MSA or a BTA (in the case of a PCS System) which is primarily within the same geographic area as or contiguous to a Cellular System then owned by Parentthe Borrower or any of its Subsidiaries; (c) So long as no Default then exists or would be caused thereby, the Borrower or any of their respective its Subsidiaries may make Investments in an aggregate amount not to exceed $50,000,000, in Cellular Systems, or the right to construct a Cellular System (including without limitation, associated construction costs), in an RSA or an MSA or a BTA (in the case of a PCS System) which is primarily within the same geographic area as or contiguous to a Cellular System then owned by the Borrower or any of its Subsidiaries, Capital Expenditures and general working capital purposes without the consent of the Lenders; PROVIDED, HOWEVER, that (i) prior to making such Investment, the initial capitalization of CaptiveCo related Borrower shall deliver to the establishment thereof Administrative Agent and the Lenders a certificate reflecting pro forma projections and compliance with the terms and conditions of this Agreement from the date of such Acquisition through the Revolving Loan Maturity Date, Term Loan A Maturity Date, Term Loan B Maturity Date, Term Loan C Maturity Date and Incremental Facility Maturity Date, as a captive insurance company and/or applicable after giving effect to such Investment and using reasonable assumptions in the opinion of the Required Lenders; (ii) ongoing capital contributions in the case of any equity investment, any equity interests received in connection with such Investment are pledged as Collateral for the Obligations; and (iii) in the case of any loan or extension of Indebtedness, such loan is evidenced by Parenta promissory note which is assigned as Collateral for the Obligations; (d) So long as no Default then exists or would be caused thereby, the Borrower or such Subsidiary as any of its Subsidiaries may be required make Investments in Wireless Alliance in an aggregate amount not to satisfy applicable capital requirements with respect to CaptiveCo exceed $50,000,000 (which amounts described amount shall include, without limitation, any Investment in this clause Wireless Alliance made prior to the Agreement Date, but exclude Acquisitions made pursuant to Section 7.6(b) hereof and Investments made pursuant to Section 7.6(e) hereof); PROVIDED, HOWEVER, that (i) in the case of any equity investment, any equity interests received in connection with such Investment are pledged as Collateral for the Obligations and (ii) shall include in the aggregate value case of applicable insurance claims projected any loan or extension of Indebtedness, such loan is evidenced by Parenta promissory note which is assigned as Collateral for the Obligations; (e) except so long as no Default then exists or would be caused thereby, subject to compliance with Section 5.14 hereof, the Borrower and their advisors may issue equity interests in the Borrower in exchange for ownership interests in any Person operating a Cellular System; PROVIDED HOWEVER to the extent that the Borrower has acquired less than or equal to fifty percent (50%) of the total ownership interests in such Person, no such acquired ownership interest subjects the Borrower to any obligation to fund additional capital or otherwise make any Investment (in cash or otherwise) in such Person; and (f) During such time as any Cooperative Lender shall be filed a Lender, the Borrower may purchase such non-voting equity interests in a future period), in each case, such Cooperative Lender represented by participation certificates of such Cooperative Lender as such Cooperative Lender may from time to be made time require in accordance with customary practice such Cooperative Lender's bylaws and "Loan-Based Capital Plan." Each Cooperative Lender shall have a statutory first Lien on the equity in such Cooperative Lender to secure all obligations of the insurance industry Borrower to such Cooperative Lender, and applicable laws, rules and regulationssuch Lien shall be deemed to constitute a Permitted Lien hereunder. No Cooperative Lender shall be obligated to set off or otherwise apply such equities to the Borrower's obligations to the Cooperative Lender.

Investments and Acquisitions. No Loan Party will (i) make or suffer to exist Make any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, (ii) create any Subsidiary, (iii) become or remain a partner in any partnership or joint venture, or (iv) make any Acquisition, Acquisitions except: (a) Investments held by any Loan Party in the form of Cash Equivalent Investments, subject to control agreements in favor of the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the LendersEquivalents; (b) Existing Investments in Subsidiaries existing as of the Effective Date; (c) and other Investments in existence on the Effective Closing Date and described in Schedule 6.206.05; (c) Investments of a Loan Party in another Loan Party; (d) Investments consisting of loans extensions of credit in the nature of accounts receivable or advances made notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to employees the extent reasonably necessary in order to prevent or limit loss; (e) Investments in newly-formed Subsidiaries that become Guarantors if so required pursuant to Section 5.12; (f) Investments under Swap Contracts permitted under Section 6.02(f); (g) Investments consisting of such Loan Party on an armsnon-length basis cash consideration received by the Borrower or any Subsidiary in connection with any Asset Disposition permitted under Section 6.04; (h) Investments in the ordinary course of business consistent consisting of (i) endorsements for collection or deposit, (ii) customary trade arrangements with past practices for travel customers, (iii) prepaid expenses and entertainment expensesdeposits and (iv) loans to employees; (i) Acquisitions so long as: (i) both before and after giving effect to such Acquisition, relocation costs no Default or Event of Default exists or will exist or would result therefrom; (ii) as soon as available, but not less than five (5) Business Days prior to such Acquisition, the Borrower has provided to the Administrative Agent a copy of the information provided to the board of directors of the Borrower or other Loan Party making such Acquisition; (iii) if such Acquisition is an Acquisition of the Equity Interests of a Person, the Acquisition is structured so that the acquired Person shall become a direct or indirect Subsidiary of the Borrower and similar purposes up comply with the provisions of Section 5.12, if applicable; provided, however, that no Acquisition of a Person may be hostile; and if such Acquisition is an Acquisition of assets, the Acquisition is structured so that the Borrower or one of its direct or indirect Subsidiaries shall acquire such assets; (iv) no Loan Party shall, as a result of or in connection with any such Acquisition, assume or incur any direct or contingent liabilities (whether relating to environmental, tax, litigation, or other matters) that would reasonably be expected, as of the date of such Acquisition, to result in the existence or occurrence of a maximum Material Adverse Effect; and (v) such Acquisition is of assets to be used in the Borrower’s and its Subsidiaries’ business or is of Equity Interests of a Person engaged in business permitted pursuant to Section 5.11; and (j) other Investments not exceeding $250,000 to any employee and up to a maximum of $1,000,000 1,000,000.00 in the aggregate at any one time outstanding; (e) subject to Sections 4.2(a) and 4.4 of the Security Agreement, Investments comprised of notes payable, or stock or other securities issued by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business, consistent with past practices, or acquired as a result of the bankruptcy or reorganization of such Account Debtor; (f) additional Investments in Wholly-Owned Subsidiaries which are Loan Parties; (g) Permitted Acquisitions and the formation of Wholly-Owned Subsidiaries of the Borrower or PHI in connection with a Permitted Acquisition; (h) other Investments not to exceed $10,000,000 in the aggregate at any time outstanding; (i) Investments in any existing or future, direct or indirect, Subsidiary which exists for the sole purpose of obtaining and holding a license which the Borrower deems necessary or advisable for its business; provided that (i) the total Investment in such Subsidiary does not exceed $100,000 in the aggregate for any one such Subsidiary or $200,000 in the aggregate for all such Subsidiaries and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be a Guarantor; (j) Investments in Unrestricted Subsidiaries not to exceed $20,000,000 in the aggregate at any time outstanding; and (k) the creation and capitalization of CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries and Investments in CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries including (i) the initial capitalization of CaptiveCo related to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) shall include the aggregate value of applicable insurance claims projected by Parent, the Borrower and their advisors to be filed in a future period), in each case, to be made in accordance with customary practice in the insurance industry and applicable laws, rules and regulations.

Investments and Acquisitions. No Loan Party will (ia) make Make or suffer to exist hold any Investments (including without limitation, loans and advances to, and other than Investments in, Subsidiariespursuant to the Closing Date Acquisition), or commitments therefor, (ii) create any Subsidiary, (iii) become or remain a partner in any partnership or joint venture, or (iv) make any Acquisition, except: (ai) Cash Equivalent Investments, subject to control agreements any endorsement of a check or other medium of payment for deposit or collection through normal banking channels or similar transaction in favor the normal course of the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the Lendersbusiness; (bii) Investments any investment in Subsidiaries existing as (A) direct obligations of the Effective DateUnited States or in certificates of deposit issued by a member bank (having capital resources in excess of $100,000,000) of the Federal Reserve System or (B) commercial paper or securities that at the time of such investment is assigned the highest quality rating in accordance with the rating systems employed by either Xxxxx’x or S&P; (ciii) other Investments the holding of each of the Subsidiaries listed on Schedule 5.01 hereto, and the creation, acquisition and holding of, and any investment in, any new Subsidiary after the Closing Date so long as such new Subsidiary shall have been created, acquired or held, and investments made, in existence on accordance with the Effective Date terms and described in Schedule 6.20conditions of this Agreement and pursuant to transactions otherwise permitted under this Section 7.03; (div) Investments consisting of any Permitted Foreign Subsidiary and other Loans and Investments, so long as (A) no Default shall exist prior to or after giving effect thereto and (B) after giving pro forma effect to such investments or loans or advances made to employees of such Loan Party on an arms-length basis in the ordinary course of business consistent with past practices for travel (and entertainment expenses, relocation costs and similar purposes up to a maximum of $250,000 to any employee Indebtedness incurred in connection therewith), the Borrower and up to a maximum of $1,000,000 its Subsidiaries shall be in compliance with the aggregate at any one time outstandingPro Forma Leverage Test; (ev) subject loans to, investments in, and Guarantees of Indebtedness of, the Borrower or any other Loan Party from or by another Loan Party; (vi) loans to, investments in, and Guarantees of Indebtedness of, a Foreign Subsidiary from or by a another Foreign Subsidiary; (vii) any advance or loan to Sections 4.2(a) and 4.4 an officer or employee of the Security AgreementBorrower or any Subsidiary as an advance on commissions, Investments comprised of notes payabletravel, or stock or relocation and other securities issued by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts similar items in the ordinary course of business, consistent with past practices, or acquired so long as a result of the bankruptcy or reorganization of all such Account Debtor; (f) additional Investments in Wholly-Owned Subsidiaries which are Loan Parties; (g) Permitted Acquisitions advances and the formation of Wholly-Owned Subsidiaries of loans from the Borrower or PHI in connection with a Permitted Acquisition; (h) other Investments and all Subsidiaries aggregate not to exceed more than the maximum principal sum of $10,000,000 in the aggregate 1,000,000 at any time outstanding; (iviii) the holding of any Equity Interests that has been acquired pursuant to an Acquisition permitted by subsection (b) hereof; (ix) the creation of a Subsidiary for the purpose of making an Acquisition permitted by subsection (b) hereof or the holding of any Subsidiary as a result of an Acquisition made pursuant subsection (b) hereof, so long as, in each case, if required pursuant to Section 6.12 hereof, such Subsidiary becomes a Guarantor promptly following such Acquisition; (x) the Investments existing on the Closing Date, in addition to the other Investments permitted to be incurred pursuant to this Section 7.03, as set forth in Schedule 7.03; (xi) 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 Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (xii) Guarantees permitted pursuant to Section 7.02; (xiii) Investments in any existing Wuxi Weitu Autocam Precision Machinery Components Co., Ltd., so long as (A) no Default has occurred and is continuing or future, direct or indirect, Subsidiary which exists for the sole purpose of obtaining would result therefrom and holding a license which the Borrower deems necessary or advisable for its business; provided that (iB) the total Investment in aggregate amount of such Subsidiary does Investments outstanding at any time shall not exceed $100,000 in the aggregate for any one such Subsidiary or $200,000 in the aggregate for all such Subsidiaries and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be a Guarantor10,000,000; (jxiv) the Borrower and its Subsidiaries may make Investments in Unrestricted Subsidiaries not to exceed $20,000,000 in otherwise permitted by this Section 7.03(a), so long as (A) no Default has occurred and is continuing or would result therefrom, (B) after giving effect thereto the aggregate at amount of all Investments made pursuant to this clause (a)(xiv) and Restricted Payments made pursuant to Section 7.06(d), shall not exceed sum of (1) $25,000,000 plus (2) the Cumulative Retained Excess Cash Flow Amount, (C) the Administrative Agent shall have received the certificate required by Section 6.02(n) and (D) after giving pro forma effect to such Investment (and to any time outstandingIndebtedness incurred in connection therewith), the Borrower and its Subsidiaries shall be in compliance with the Pro Forma Leverage Test; and (kxv) the creation and capitalization non-cash Investments made by Borrower or any Loan Party in any Foreign Subsidiary consisting of CaptiveCo by Parent, obligations of such Foreign Subsidiary to pay Capital Distributions to the Borrower or any other Loan Party that have been declared but the payment of their respective Subsidiaries which has been deferred (whether or not such obligation to pay such Capital Distributions is represented by a promissory note that has been pledged to the Administrative Agent in accordance with the Collateral Documents). For purposes of this Section 7.03(a), the amount of any Investment in Equity Interests shall be based upon the initial amount invested and Investments shall not include any appreciation in CaptiveCo by Parentvalue or return on such investment. (b) Effect an Acquisition (other than the Closing Date Acquisition or any Acquisition permitted under Sections 7.04(a), (b), (c) or (d)); provided that, so long as no Default shall exist prior to or after giving pro forma effect thereto (and any Indebtedness incurred in connection therewith), the Borrower or any of their respective and its Subsidiaries including may make an Acquisition so long as: (i) in the initial capitalization case of CaptiveCo related to a merger, amalgamation or other combination including the establishment thereof as a captive insurance company and/or Borrower, the Borrower shall be the surviving entity; (ii) ongoing capital contributions by Parentin the case of a merger, amalgamation or other combination including a Loan Party (other than the Borrower), a Loan Party shall be the surviving entity; (iii) the business to be acquired shall be similar to the lines of business of the Borrower and its Subsidiaries or reasonably related and/or complementary or ancillary to such Subsidiary as may lines of business and reasonable extensions and expansions thereof; (iv) the Borrower and its Subsidiaries shall be required in full compliance with the Loan Documents both prior to satisfy applicable capital requirements with respect and subsequent to CaptiveCo the transaction; (which amounts v) such Acquisition shall not be actively opposed by the board of directors (or similar governing body) of the selling Persons or the Persons whose equity interests are to be acquired; (vi) the aggregate Consideration for all Acquisitions by Foreign Subsidiaries, Acquisitions of Persons or Equity Interests of Persons that do not become Loan Parties (including by way of merger into a Loan Party) and Acquisitions of assets that are not included in the Collateral, shall not exceed $100,000,000 during the term of this Agreement and Borrower shall have delivered evidence demonstrating that after giving pro forma effect to each such Acquisition described in this clause (iivi) shall include the aggregate value of applicable insurance claims projected by Parent(and to any Indebtedness incurred, assumed or acquired in connection therewith), the Borrower and their advisors its Subsidiaries shall be in compliance with the Pro Forma Leverage Test; and (vii) the Borrower and its Subsidiaries shall be in compliance with the Pro Forma Leverage Test, and if the aggregate Consideration for any Acquisition permitted under this clause (b) is greater than or equal to be filed $15,000,000, the Borrower shall have provided to the Administrative Agent and the Lenders, at least five (5) days prior to such Acquisition, a certificate of a Financial Officer of the Borrower showing that, both before and after giving pro forma effect to such Acquisition (and to any Indebtedness incurred, assumed or acquired in a future periodconnection therewith), the Borrower and its Subsidiaries shall be in each case, to be made in accordance compliance with customary practice in the insurance industry and applicable laws, rules and regulationsPro Forma Leverage Test.

Investments and Acquisitions. No Loan Party will (i) make or suffer to exist The Borrower shall not, and shall not permit any Investments (including without limitation, loans and advances of the Restricted Subsidiaries to, and other Investments indirectly or indirectly, Subsidiaries)make any loan or advance, or commitments thereforotherwise acquire for consideration evidences of Indebtedness, (ii) create any Subsidiary, (iii) become or remain a partner in any partnership or joint venture, or (iv) make any Acquisition, except: (a) Cash Equivalent Investments, subject to control agreements in favor of the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the Lenders; (b) Investments in Subsidiaries existing as of the Effective Date; (c) other Investments in existence on the Effective Date and described in Schedule 6.20; (d) Investments consisting of loans or advances made to employees of such Loan Party on an arms-length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $250,000 to any employee and up to a maximum of $1,000,000 in the aggregate at any one time outstanding; (e) subject to Sections 4.2(a) and 4.4 of the Security Agreement, Investments comprised of notes payable, or stock Capital Stock or other securities issued by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts any Person or other assets or property (other than assets or property in the ordinary course of business, consistent with past practices), or acquired make any Acquisition, except that so long as no Default then exists or would be caused thereby: (a) The Borrower and the Restricted Subsidiaries may, directly or through a result brokerage account (i) purchase marketable, direct obligations of the bankruptcy United States of America, its agencies and instrumentalities maturing within three hundred sixty-five (365) days of the date of purchase, (ii) purchase commercial paper issued by corporations, each of which shall have a combined net worth of at least $100 million and each of which conducts a substantial part of its business in the United States of America, maturing within two hundred seventy (270) days from the date of the original issue thereof, and rated "P-2" or reorganization better by Moodx'x Xxxestors Service, Inc., or any successor, or "A-2" or better by Standard and Poor's Ratings Group, a division of such Account DebtorMcGraw Hill, Inc., or any successor, and (iii) purchase repurchase agreements, bankers' acceptances, and certificates of deposit maturing within three hundred sixty-five (365) days of the date of purchase which are issued by, or time deposits maintained with, a United States national or state bank the deposits of which are insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation and having capital, surplus and undivided profits totaling more than $100 million and rated "A" or better by Moodx'x Xxxestors Service, Inc., or any successor, or Standard and Poor's Ratings Group, a division of McGraw Hill, Inc., or any successor; (fb) additional Investments in Wholly-Owned Subsidiaries which are Loan PartiesSubject to compliance with Section 5.13 hereof, the Borrower may own Capital Stock of any License Sub as permitted by Section 5.16 hereof; (gc) Permitted Acquisitions Provided that the Borrower complies with Section 5.13 hereof in connection therewith, and provides to the Administrative Agent and the formation of Wholly-Owned Subsidiaries of Banks financial projections and calculations, in form and substance satisfactory to the Managing Agents, specifically demonstrating the Borrower's compliance with Sections 7.8, 7.9, 7.10, 7.11 and 7.12 hereto and its ability to meet its repayment obligations hereunder through the Maturity Date, after giving effect thereto, the Borrower or PHI in connection with a Permitted Acquisitionmay make the following Acquisitions: (i) the ProNet Merger; (hii) other Investments Acquisitions of paging companies for an aggregate Net Purchase Price not to exceed $10,000,000 in 50,000,000 during the aggregate at any time outstandingterm of this Agreement; (iii) additional Acquisitions of paging companies so long as the Total Leverage Ratio, after giving effect to the proposed Acquisition, is less than 5.00 to 1; and (iv) other Acquisitions with the prior written consent of the Majority Banks. (d) The Borrower may make investments in wireless communications ventures in an aggregate amount not to exceed, during the term of this Agreement, the sum of (i) Investments in any existing or future, direct or indirect, Subsidiary which exists for $25,000,000 plus (ii) sixty percent (60%) of the sole purpose amount of obtaining all proceeds (net of reasonable and holding a license which customary transaction costs) from the issuance by the Borrower deems necessary of additional equity on or advisable for its businessafter the Agreement Date in excess of $25,000,000; provided that (ia) the total Investment in such Subsidiary does not exceed $100,000 in the aggregate for any one such Subsidiary or $200,000 in the aggregate for all such Subsidiaries and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be a Guarantor; (j) Investments in Unrestricted Subsidiaries not to exceed $20,000,000 in the aggregate at any time outstanding; and (k) the creation and capitalization ownership interests of CaptiveCo by Parent, the Borrower or any of their respective its Subsidiaries in such ventures, of whatever nature, are pledged to the Administrative Agent as Collateral for the Obligations pursuant to documentation satisfactory to the Majority Banks, and Investments in CaptiveCo by Parent, (b) all recourse to the Borrower or any of their respective its Subsidiaries including (i) the initial capitalization of CaptiveCo related to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) any such venture shall include be limited to the aggregate value amount of applicable insurance claims projected the investment made therein by Parent, the Borrower and their advisors to be filed in a future period), in each case, to be made in accordance with customary practice in the insurance industry and applicable laws, rules and regulationsherewith.

Investments and Acquisitions. No Loan Party will (i) make or suffer to exist The Borrower shall not, and shall not permit any Investments (including without limitation, loans and advances of the Restricted Subsidiaries to, and other Investments indirectly or indirectly, Subsidiaries)make any loan or advance, or commitments thereforotherwise acquire for consideration evidences of Indebtedness, (ii) create any Subsidiary, (iii) become or remain a partner in any partnership or joint venture, or (iv) make any Acquisition, except: (a) Cash Equivalent Investments, subject to control agreements in favor of the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the Lenders; (b) Investments in Subsidiaries existing as of the Effective Date; (c) other Investments in existence on the Effective Date and described in Schedule 6.20; (d) Investments consisting of loans or advances made to employees of such Loan Party on an arms-length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $250,000 to any employee and up to a maximum of $1,000,000 in the aggregate at any one time outstanding; (e) subject to Sections 4.2(a) and 4.4 of the Security Agreement, Investments comprised of notes payable, or stock Capital Stock or other securities issued by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts any Person or other assets or property (other than assets or property in the ordinary course of business, consistent with past practices), or acquired make any Acquisition, except that so long as no Default then exists or would be caused thereby: (a) The Borrower and the Restricted Subsidiaries may, directly or through a result brokerage account (i) purchase marketable, direct obligations of the bankruptcy United States of America, its agencies and instrumentalities maturing within three hundred sixty-five (365) days of the date of purchase, (ii) purchase commercial paper issued by corporations, each of which shall have a combined net worth of at least $100 million and each of which conducts a substantial part of its business in the United States of America, maturing within two hundred seventy (270) days from the date of the original issue thereof, and rated "P-2" or reorganization better by Moodx'x Xxxestors Service, Inc., or any successor, or "A-2" or better by Standard and Poor's Ratings Group, a division of such Account DebtorMcGraw Hill, Inc., or any successor, and (iii) purchase repurchase agreements, bankers' acceptances, and certificates of deposit maturing within three hundred sixty-five (365) days of the date of purchase which are issued by, or time deposits maintained with, a United States national or state bank the deposits of which are insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation and having capital, surplus and undivided profits totaling more than $100 million and rated "A" or better by Moodx'x Xxxestors Service, Inc., or any successor, or Standard and Poor's Ratings Group, a division of McGraw Hill, Inc., or any successor; (fb) additional Investments in Wholly-Owned Subsidiaries which are Loan PartiesSubject to compliance with Section 5.13 hereof, the Borrower may own Capital Stock of any License Sub as permitted by Section 5.16 hereof; (gc) Permitted Acquisitions Provided that the Borrower complies with Section 5.13 hereof in connection therewith, and provides to the Administrative Agent and the formation of Wholly-Owned Subsidiaries of Banks financial projections and calculations, in form and substance satisfactory to the Managing Agents, specifically demonstrating the Borrower's compliance with Sections 7.8, 7.9, 7.10, 7.11 and 7.12 hereto and its ability to meet its repayment obligations hereunder through the Maturity Date, after giving effect thereto, the Borrower or PHI in connection with a Permitted may make the following Acquisitions: (i) the AT&T Acquisition; (hii) other Investments Acquisitions of paging companies for an aggregate Net Purchase Price not to exceed $10,000,000 in 50,000,000 during the aggregate at any time outstandingterm of this Agreement; (iii) additional Acquisitions of paging companies so long as the Total Leverage Ratio, after giving effect to the proposed Acquisition, is less than 5.00 to 1; and (iv) other Acquisitions with the prior written consent of the Majority Banks. (d) The Borrower may make investments in wireless communications ventures in an aggregate amount not to exceed, during the term of this Agreement, the sum of (i) Investments in any existing or future, direct or indirect, Subsidiary which exists for $25,000,000 plus (ii) sixty percent (60%) of the sole purpose amount of obtaining all proceeds (net of reasonable and holding a license which customary transaction costs) from the issuance by the Borrower deems necessary of additional equity on or advisable for its businessafter the Agreement Date in excess of $25,000,000; provided that (ia) the total Investment in such Subsidiary does not exceed $100,000 in the aggregate for any one such Subsidiary or $200,000 in the aggregate for all such Subsidiaries and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be a Guarantor; (j) Investments in Unrestricted Subsidiaries not to exceed $20,000,000 in the aggregate at any time outstanding; and (k) the creation and capitalization ownership interests of CaptiveCo by Parent, the Borrower or any of their respective its Subsidiaries in such ventures, of whatever nature, are pledged to the Administrative Agent as Collateral for the Obligations pursuant to documentation satisfactory to the Majority Banks, and Investments in CaptiveCo by Parent, (b) all recourse to the Borrower or any of their respective its Subsidiaries including (i) the initial capitalization of CaptiveCo related to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) any such venture shall include be limited to the aggregate value amount of applicable insurance claims projected the investment made therein by Parent, the Borrower and their advisors to be filed in a future period), in each case, to be made in accordance with customary practice in the insurance industry and applicable laws, rules and regulationsherewith.

Investments and Acquisitions. No Loan Party will (i) make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, (ii) create any Subsidiary, (iii) become or remain a partner in any partnership or joint venture, or (iv) make any Acquisition, except: (a) Cash Equivalent Investments, subject to control agreements in favor of the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the Lenders; (b) Investments in Subsidiaries existing as of the Effective Closing Date; (c) other Investments in existence on the Effective Closing Date and described in Schedule 6.20; (d) Investments consisting of loans or advances made to employees of such Loan Party on an arms-length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $250,000 to any employee and up to a maximum of $1,000,000 in the aggregate at any one time outstanding; (e) subject to Sections 4.2(a) and 4.4 of the Security Agreement, Investments comprised of notes payable, or stock or other securities issued by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business, consistent with past practices, or acquired as a result of the bankruptcy or reorganization of such Account Debtor; (f) additional Investments in Wholly-Owned Subsidiaries which are Loan Parties; (g) Permitted Acquisitions and the formation of Wholly-Owned Subsidiaries of the Borrower or PHI in connection with a Permitted Acquisition; (h) other Investments not to exceed (i) $3,000,000 in the aggregate during the 12 month period after the Closing Date and (ii) $10,000,000 in the aggregate at any time outstanding;during the term of this Agreement; and (i) Investments in any existing or future, direct or indirect, Subsidiary which exists for the sole purpose of obtaining and holding a license which the Borrower deems necessary or advisable for its business; provided that (i) the total Investment in such Subsidiary does not exceed $100,000 in the aggregate for any one such Subsidiary or $200,000 in the aggregate for all such Subsidiaries and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be a Guarantor; (j) Investments in Unrestricted Subsidiaries not to exceed $20,000,000 in the aggregate at any time outstanding; and (k) the creation and capitalization of CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries and Investments in CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries including (i) the initial capitalization of CaptiveCo related to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) shall include the aggregate value of applicable insurance claims projected by Parent, the Borrower and their advisors to be filed in a future period), in each case, to be made in accordance with customary practice in the insurance industry and applicable laws, rules and regulations.

Investments and Acquisitions. No Loan Party The Company will (i) not, nor will it permit any Restricted Subsidiary to, make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, (ii) create any Subsidiary, (iii) become or remain a partner in any partnership or joint venture, or (iv) to make any AcquisitionFuture Acquisition of any Person, except: (ai) Investments in cash and Cash Equivalent Investments, subject to control agreements in favor of the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the LendersEquivalents; (bii) Investments in Subsidiaries existing as of the Effective DateCompany and the Guarantors; (ciii) other (a) Investments in existence on the Effective Date and described (b) so long as no Default or Unmatured Default has occurred and is continuing or would be caused thereby, Investments in Schedule 6.20an SPC in connection with a Permitted Securitization and in an aggregate outstanding amount for this clause (b) not to exceed (x) 10% of the aggregate principal amount of Indebtedness permitted to be incurred in respect of Permitted Securitizations plus (y) the aggregate amount of accounts and notes receivables and related rights and property transferred to an SPC in connection with Permitted Securitizations plus (z) the aggregate amount of capital contributions and loans made or deemed made by the transferor to the SPC in respect of a portion of the purchase price for such transferred assets not paid in cash; (div) Investments consisting of loans or advances made to employees of such Loan Party on an arms-length basis by Foreign Subsidiaries that are not Foreign Subsidiary Borrowers in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $250,000 to any employee and up to a maximum of $1,000,000 in the aggregate at any one time outstandingother Foreign Subsidiaries that are Restricted Subsidiaries; (ev) subject the Company and its Restricted Subsidiaries may make intercompany loans between and among one another (including through cash pooling arrangements) (collectively, “Intercompany Loans”); provided that at no one time shall the aggregate outstanding principal amount of all net Intercompany Loans made in reliance on this clause (v) by Loan Parties to Sections 4.2(aExternal Subsidiaries or by Domestic Loan Parties to Foreign Loan Parties, exceed the Dollar Equivalent Amount of $75,000,000 (determined without regard to any write-downs or write-offs of such Intercompany Loans) and 4.4 no Intercompany Loan shall be permitted under this clause (v) if a Default or Unmatured Default has occurred and is continuing or would be caused thereby; (vi) Investments received as part of the Security Agreement, Investments comprised settlement of notes payable, litigation or stock or other securities issued by Account Debtors in satisfaction of extensions of credit to such Loan Party any Person pursuant to negotiated agreements with respect to the reorganization, bankruptcy or liquidation of such Person or a good faith settlement of debts with such Account Debtor’s Accounts Person; (vii) Investments received in settlement of amounts due to the Company or any Restricted Subsidiary effected in the ordinary course of business, consistent with past practices, or acquired as a result of the bankruptcy or reorganization of such Account Debtor.; (fviii) additional so long as no Default or Unmatured Default has occurred and is continuing or would be caused thereby, other Investments provided that the aggregate amount of such Investments made (net of any return in Wholly-Owned Subsidiaries which are Loan Partiescash (including via book entry) of the principal amount thereof) in any consecutive four fiscal quarter period does not exceed 10% of Total Tangible Assets as of the beginning of such period, as set forth on the consolidated balance sheet of the Company included in the financial statements of the Company delivered pursuant to Section 6.1(i) or (ii) for the most recently ended fiscal quarter (or fiscal year if such fiscal quarter is the fourth fiscal quarter of the Company’s fiscal year) prior to such period; (gix) Permitted Acquisitions so long as no Default or Unmatured Default has occurred and the formation of Wholly-Owned Subsidiaries of the Borrower is continuing or PHI in connection with a Permitted Acquisition; would be caused thereby, any (h1) other Investments not to exceed $10,000,000 in the aggregate at any time outstanding; Future Acquisition or (i2) Investments in any existing or futureby Restricted Subsidiaries to effect the acquisition or redemption of Equity Interests of AEVI International GmbH by the Company and/or its Restricted Subsidiaries from the minority owners of such joint venture, direct or indirect, Subsidiary which exists for the sole purpose of obtaining and holding a license which the Borrower deems necessary or advisable for its business; provided that (i) the total Investment in such Subsidiary does not exceed $100,000 in the aggregate for any one such Subsidiary or $200,000 in the aggregate for all such Subsidiaries and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be a Guarantor; (j) Investments in Unrestricted Subsidiaries not to exceed $20,000,000 in the aggregate at any time outstanding; and (k) the creation and capitalization of CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries and Investments in CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries including (i) the initial capitalization of CaptiveCo related to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) shall include the aggregate value of applicable insurance claims projected by Parent, the Borrower and their advisors to be filed in a future period)so long as, in each case, (A) in the case of the acquisition of Persons that do not become Guarantors or acquired property or assets that is not acquired by the Company or a Guarantor the aggregate amount of consideration in respect of such Persons that do not become Guarantors or acquired property or assets that is not acquired by the Company or a Guarantor (including without limitation any payments in cash, Capital Stock or other consideration, any direct or deferred payments (to the extent such deferred payments should be made shown as a liability on a balance sheet of the Company and its Restricted Subsidiaries in accordance with customary practice GAAP) and the amount of any Indebtedness (other than Letters of Credit incurred in the insurance industry ordinary course of business) assumed pursuant to such Future Acquisition) paid or payable by the Company or any Restricted Subsidiary in connection with any such Future Acquisition and any Investments described in clause (2) above, to the extent pursuant to this clause (ix) does not exceed the greater of $100,000,000 and 2.5% of Total Tangible Assets as shown on or determined in accordance with the most recent financial statements of the Company delivered pursuant to Section 6.1(i) or (ii), (B) such Future Acquisition and any Investment described in clause (2) above, in each case, is not a Hostile Acquisition and (C) on a Pro Forma Basis after giving effect to such Investment and any Investments described in clause (2) above, as applicable, the Company is in compliance with the financial covenants set forth in Sections 6.22 and 6.23, recomputed as of the last day of the most recently ended fiscal quarter of the Company for which financial statements are available under 6.1(i) or (ii). Any Investments acquired in connection with such permitted Future Acquisition shall be permitted, provided that such Investments were not made in connection with the anticipation of such Future Acquisition; (x) so long as no Default or Unmatured Default has occurred and is continuing or would be caused thereby, Investments to the extent that on a Pro Forma Basis immediately after giving effect to such Investment, the Company’s Total Net Leverage Ratio is less than or equal to the Total Net Leverage Ratio applicable lawsas of such date as set forth in Section 6.22 less 0.25 to 1.00 (provided that if such ratio under Section 6.22 is 4.00 to 1.00 or less no such reduction of 0.25 to 1.00 shall be made), rules recomputed as of the last day of the most recently ended fiscal quarter of the Company for which financial statements are available under 6.1(i) and regulations(ii); (xi) so long as no Default or Unmatured Default has occurred and is continuing or would be caused thereby, on and after the Acquisition Closing Date, Investments consisting of loans on arms-length terms, or terms more favorable to the Company and its Restricted Subsidiaries other than the Target (in each case as determined in good faith judgment of the Company) to the Target and/or its Subsidiaries (and Investments in the form of intermediate intercompany loans to Wholly Owned Restricted Subsidiaries (other than the Target and its Subsidiaries) to finance the same), provided that such outstanding Investments to the Target and its Subsidiaries shall not in the aggregate (without duplication) exceed €500,000,000 at any one time; (xii) the Acquisition pursuant to the Acquisition Documentation and any subsequent acquisitions of Target Shares (including any Investments in connection therewith to permit the Company or its Restricted Subsidiaries to consummate the Transactions as contemplated by the Acquisition Documentation or subsequently cause the Target to become a Wholly Owned Subsidiary of the Company, including investments in the form of the contribution of Target Shares to Wholly Owned Restricted Subsidiaries (other than the Target and its Subsidiaries)); (xiii) Receivables owing to the Company and extensions of trade credit in the ordinary course of business; (xiv) Investments held by Target in the case of the Acquisition or a Person acquired in a Future Acquisition in each case to the extent that such Investments were not made in contemplation of or in connection with such acquisition and were in existence on the date of such acquisition; (xv) Investments consisting of the licensing, sublicensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons; (xvi) any Investment consisting of cash deposits (including escrowed deposits) pursuant to binding commitments of the Company or its Restricted Subsidiaries in effect with respect to (i) issuances or refinancings of Indebtedness otherwise permitted hereunder and (ii) Future Acquisitions permitted hereunder and not yet consummated; (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; (xviii) So long as no Default or Unmatured Default has occurred and is continuing, Investments in an aggregate amount not to exceed the unused Available Amount; (xix) to the extent constituting Investments, transactions to facilitate that certain contemplated joint venture transaction disclosed to the Arrangers prior to the Execution Date; and (xx) the China JV Restructuring. Notwithstanding the foregoing, at the option of the Company by written notice to the Administrative Agent, any Investment that is or is in connection with a Limited Condition Acquisition shall be deemed to have been incurred on the date the definitive acquisition agreement relating to such Limited Condition Acquisition was entered into (and not at the time such Limited Condition Acquisition is consummated) and any applicable financial ratio tests and no Default or Unmatured Default tests shall be tested in connection with such incurrence, as of the date the definitive acquisition agreement relating to such Limited Condition Acquisition was entered into, giving pro forma effect to such Limited Condition Acquisition, to any Investment, and to all transactions in connection therewith. In the event such election is made, any further transactions undertaken in reliance on complying with a particular financial ratio after the date the definitive acquisition agreement relating to such Limited Condition Acquisition was entered into and prior to the earlier of the consummation of such Limited Condition Acquisition or the termination of such definitive agreement prior to the incurrence, such financial ratio test must be satisfied both (i) assuming such Limited Condition Acquisition has occurred, on a Pro Forma Basis and (ii) without giving effect to such Limited Condition Acquisition or any Investment, incurrence of Indebtedness or the other transactions in connection therewith. Any Investment in any Person other than a Loan Party that is otherwise permitted by this Section 6.15 may be made through intermediate Investments in Restricted Subsidiaries that are not Loan Parties and such intermediate Investments shall be disregarded for purposes of determining the outstanding amount of Investments pursuant to any clause 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 the making thereof, and without giving effect to any subsequent write-downs or write-offs thereof. For purposes of determining compliance with this Section 6.15, if an Investment meets, in whole or in part, the criteria of one or more of the categories of Investments (or any portion thereof) permitted in this Section 6.15, the Company may, in its sole discretion, classify or divide (and reclassify and redivide) such Investment (or any portion thereof) in any manner that complies with this Section 6.15 and will be entitled to only include the amount and type of such Investment (or any portion thereof) in one of the above clauses and such Investment will be treated as being incurred or existing pursuant to only such clause or clauses (or any portion thereof).

Investments and Acquisitions. No Loan Party The Borrower will (i) 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, (ii) or to create any Subsidiary, (iii) Subsidiary or to become or remain a partner in any partnership or joint venture, or (iv) to make any Acquisition, except: (ai) Cash Equivalent Investments, subject to control agreements in favor of the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the Lenders;. (bii) Existing Investments in Subsidiaries existing as of the Effective Date; (c) and other Investments in existence on the Effective Date date hereof and described in Schedule 6.20;6.14. (diii) Investments consisting of loans in corporate preferred stock rated A or advances made to employees of such Loan Party on an arms-length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of better by S&P or A2 or better by Xxxxx'x not exceeding $250,000 to any employee and up to a maximum of $1,000,000 25,000,000 in the aggregate at any one time outstanding;time, including any such Investments described in Schedule 6.14. (e) subject to Sections 4.2(a) and 4.4 of the Security Agreement, Investments comprised of notes payable, or stock or other securities issued by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business, consistent with past practices, or acquired as a result of the bankruptcy or reorganization of such Account Debtor; (f) additional Investments in Wholly-Owned Subsidiaries which are Loan Parties; (g) Permitted Acquisitions and the formation of Wholly-Owned Subsidiaries of the Borrower or PHI in connection with a Permitted Acquisition; (h) other Investments not to exceed $10,000,000 in the aggregate at any time outstanding; (iiv) Investments in any existing or futureGuarantor. (v) Permitted Acquisitions, direct or indirect, Subsidiary which exists for the sole purpose of obtaining and holding a license which the Borrower deems necessary or advisable for its business; provided that (A) not less than ten days prior to the consummation of any Permitted Acquisition, the Borrower shall have delivered to the Agent, in form and substance reasonably satisfactory 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(i) or (ii), which shall be complete and shall fairly present, in all material respects, the financial position, 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 Loans 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 Section 6.18 for the four fiscal quarter period (the "Pro Forma Period") reflected in the compliance certificate most recently delivered to the Agent pursuant to Section 6.1(iii) prior to the consummation of such Permitted Acquisition (giving effect to such Permitted Acquisition and all Loans funded in connection therewith as if made on the first day of such period) and (B) if the Purchase Price of such Permitted Acquisition exceeds $75,000,000, the Leverage Ratio for the Pro Forma Period (giving effect to such Permitted Acquisition and all Loans funded in connection therewith as if made on the first day of such period) shall not exceed 1.75 to 1. (vi) Investments to the extent that the Purchase Price therefor consists of capital stock of the Borrower, other than capital stock consisting of treasury stock repurchased after June 30, 2000 or consisting of reissued stock that was repurchased and cancelled after June 30, 2000. (vii) Investments not otherwise permitted by clauses (i) through (v) above, provided that at the total time such Investment in is made, (A) the Purchase Price for such Subsidiary does Investment shall not exceed $100,000 5% of Consolidated Tangible Net Worth as of the end of the fiscal quarter ending immediately prior to the fiscal quarter in which such Investment is made and (B) the Purchase Price of all Investments made pursuant to this clause (vi) (including such Investment) in the aggregate for any one such Subsidiary or $200,000 in shall not exceed 15% of Consolidated Tangible Net Worth as of the aggregate for all such Subsidiaries and (ii) if end of the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be a Guarantor; (j) Investments in Unrestricted Subsidiaries not to exceed $20,000,000 in the aggregate at any time outstanding; and (k) the creation and capitalization of CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries and Investments in CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries including (i) the initial capitalization of CaptiveCo related fiscal quarter ending immediately prior to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or fiscal quarter in which such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) shall include the aggregate value of applicable insurance claims projected by Parent, the Borrower and their advisors to be filed in a future period), in each case, to be made in accordance with customary practice in the insurance industry and applicable laws, rules and regulationsInvestment is made.

Investments and Acquisitions. No Loan Party The Borrower will (i) not, and will not permit any of its Subsidiaries to, make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, (ii) create any Subsidiary, (iii) become or remain a partner Investment in any partnership Person or joint venture, purchase or otherwise acquire (ivin one transaction or a series of transactions) make any Acquisitionassets of any other Person constituting a business, except: (a) Cash Equivalent Investments, subject to control agreements in favor of the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the LendersEquivalents; (b) Investments in Subsidiaries (other than Investments permitted under clauses (a) and (d) of this Section) existing as of on the Effective Datedate hereof and set forth on Schedule 7.06; (c) other Investments in existence on the Effective Date and described in Schedule 6.20; (di) Investments consisting of loans or advances made to employees of such by any Loan Party on an arms-length basis in the ordinary course of business consistent with past practices for travel any other Loan Party; and entertainment expenses, relocation costs and similar purposes up to a maximum of $250,000 to any employee and up to a maximum of $1,000,000 in the aggregate at any one time outstanding; (eii) subject to Sections 4.2(a) and 4.4 of the Security Agreement, Investments comprised of notes payable, or stock or other securities issued by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business, consistent with past practices, or acquired as a result of the bankruptcy or reorganization of such Account Debtor; (f) additional Investments in Wholly-Owned Subsidiaries which are Loan Parties; (g) Permitted Acquisitions and the formation of Wholly-Owned Subsidiaries of the Borrower or PHI any Subsidiary in connection any Subsidiary that is not a Loan Party; provided that that the aggregate amount of Investments by the Loan Parties in Subsidiaries that are not Loan Parties under clause (ii) above, together with a (x) the 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 be or, after giving effect to such Permitted Acquisition; (h) other Investments , shall not to become a Guarantor under Section 7.06(g), shall not exceed $10,000,000 in the aggregate 25,000,000 at any time outstanding; (id) Investments Indebtedness permitted by Section 7.01 (other than Indebtedness permitted by Section 7.01(c)(ii)); (e) purchases of inventory and other property to be sold or used in any existing or future, direct or indirect, Subsidiary which exists for the sole purpose ordinary course of obtaining and holding a license which business; (f) the Borrower deems necessary or advisable for its businessHDI Acquisition; (g) Permitted Acquisitions; provided that the aggregate amount of Permitted Acquisition Consideration of such Permitted Acquisitions made or provided by the Borrowers or any Subsidiary to any Subsidiary that shall not be or, after giving effect to such Permitted Acquisition, shall not become a Guarantor, together with (ix) the total Investment aggregate principal amount of Indebtedness owing to the Loan Parties incurred under Section 7.01(c)(ii) and (y) the aggregate amount of Investments by the Loan Parties in such Subsidiary does Subsidiaries that are not Loan Parties under Section 7.06(c)(ii), shall not exceed $100,000 in the aggregate for any one such Subsidiary or $200,000 in the aggregate for all such Subsidiaries and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be a Guarantor; (j) Investments in Unrestricted Subsidiaries not to exceed $20,000,000 in the aggregate at any time outstanding25,000,000; and (kh) other Investments in an aggregate amount (valued at cost) since the creation Effective Date not exceeding $15,000,000 plus, so long as immediately after giving effect to any such Investment, no Default or Event of Default shall have occurred and capitalization of CaptiveCo by Parentbe continuing, the Borrower or any of their respective Subsidiaries and Investments in CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries including (i) the initial capitalization of CaptiveCo related to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) shall include the aggregate value of applicable insurance claims projected by Parent, the Borrower and their advisors to be filed in a future period), in each case, to be made in accordance with customary practice in the insurance industry and applicable laws, rules and regulationsAvailable Amount.

Investments and Acquisitions. No Loan Party The Company will (i) not, nor will it permit any of its Subsidiaries to, make or suffer to exist any Investments (including including, without limitation, loans and advances to, and other Investments in, the Company or its Subsidiaries), or commitments therefor, (ii) or to create any Subsidiary, (iii) Subsidiary or to become or remain a partner in any partnership or joint venture, or (iv) to make any AcquisitionAcquisition of any interest in any Person, exceptexcept for: (ai) Cash Equivalent Investments, subject to control agreements in favor Permitted Acquisitions which may be consummated without violating any of the other terms hereof, provided that the Administrative Agent for the benefit of the Agents and the Lenders or otherwise subject to has received a perfected first priority security interest in the stock of any Subsidiary so acquired or of any Subsidiary which shall be used to accomplish any such Acquisition as required pursuant to Section 2.17, provided further, however, that the Lenders agree that the Administrative Agent will not receive a security interest in such stock if and to the extent that such security interest in favor of the Administrative Agent for would violate applicable law; and (ii) the benefit following Investments: (a) Short-term obligations of, or fully guaranteed by, the United States of the Lenders;America. (b) Investments in Subsidiaries existing as of Commercial paper or money market mutual funds rated A-1 or better by Standard and Poor's Ratings Group or P-1 or better by Xxxxx'x Investors Service, Inc. or the Effective Date;Dreyfus Cash Management Fund or the American Advantage Money Market Fund. (c) other Investments in existence on the Effective Date and described in Schedule 6.20; (d) Investments consisting of loans or advances made to employees of such Loan Party on an arms-length basis Demand deposit accounts maintained in the ordinary course of business consistent at one or more of the Lenders or pursuant to an account agreement which shall be satisfactory to the Administrative Agent. (d) Certificates of deposit issued by and time deposits with past practices for travel commercial banks (whether domestic or foreign) having capital and entertainment expenses, relocation costs and similar purposes up to a maximum surplus in excess of $250,000 500,000,000. (e) Loans and advances constituting Indebtedness of the Company or a Wholly-Owned Subsidiary permitted by the terms of Section 6.11(c), provided that, with respect to any employee such Indebtedness of a Wholly-Owned Subsidiary to the Company, such Indebtedness shall be evidenced by an Intercompany Demand Note or an Intercompany Acquisition Note which has been pledged and up delivered to a maximum of $1,000,000 the Administrative Agent (duly endorsed in blank) pursuant to the Company Pledge Agreement. (f) The Investments set forth on Schedule 6.15(f) hereto. (g) Additional Investments not exceeding, in the aggregate for the Company and its Subsidiaries, $100,000,000 at any one time outstanding; (e) subject to Sections 4.2(a) , provided that no Default shall have occurred and 4.4 of be continuing at the Security Agreement, Investments comprised of notes payable, or stock or other securities issued by Account Debtors to time any such Loan Party Investment pursuant to negotiated agreements with respect to settlement of this Section 6.15(g) is made or would result therefrom, provided further that no such Account Debtor’s Accounts additional Investments shall be made in any Excluded Subsidiary or in the ordinary course of business, consistent with past practices, or acquired as a result of the bankruptcy or reorganization of such Account Debtor; (f) additional Investments in Wholly-Owned Subsidiaries which are Loan Parties; (g) Permitted Acquisitions and the formation of Wholly-Owned Subsidiaries of the Borrower or PHI in connection with a Permitted Acquisition; (h) other Investments not to exceed $10,000,000 in the aggregate at any time outstanding; (i) Investments in any existing or future, direct or indirect, Subsidiary which exists for the sole purpose of obtaining and holding a license which the Borrower deems necessary or advisable for its business; provided that (i) the total Investment in such Subsidiary does not exceed $100,000 in the aggregate for any one such Subsidiary or $200,000 in the aggregate for all such Subsidiaries and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be a Guarantor; (j) Investments in Unrestricted Subsidiaries not to exceed $20,000,000 in the aggregate at any time outstanding; and (k) the creation and capitalization of CaptiveCo by Parent, the Borrower Z/C or any of their respective Affiliates (other than Subsidiaries and Investments in CaptiveCo by Parent, of the Borrower or any of their respective Subsidiaries including (i) the initial capitalization of CaptiveCo related to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo (Company which amounts described in this clause (ii) shall include the aggregate value of applicable insurance claims projected by Parent, the Borrower and their advisors to be filed in a future periodare not Excluded Subsidiaries), in each case, to be made in accordance with customary practice in the insurance industry and applicable laws, rules and regulations.

Investments and Acquisitions. No Loan Party The Borrower will (i) not, nor will it permit any Subsidiary to, make or suffer to exist any Investments Investment (including including, without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, (ii) or to create any Subsidiary, (iii) Subsidiary or to become or remain a partner in any partnership or joint venture, or (iv) to make any AcquisitionAcquisitions, except: (a) Cash Equivalent Investments, subject to control agreements in favor of the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the Lenders; (b) Investments in Subsidiaries existing as of debt securities rated A- or better by S&P, A3 or better by Xxxxx’x or NAIC-1 or better by the Effective DateNAIC; (c) existing Investments in Subsidiaries and other Investments in existence on the Amendment Effective Date and described in Schedule 6.20Date; (d) Investments consisting of loans in debt securities rated less than A- by S&P, A3 by Xxxxx’x or advances made to employees of NAIC-1 by the NAIC but BBB- or better by S&P, Baa3 or better by Xxxxx’x or NAIC-2 or better by the NAIC; provided, that all such Loan Party on an arms-length basis in the ordinary course of business consistent with past practices for travel and entertainment expensesInvestments under this clause (d) do not exceed, relocation costs and similar purposes up to a maximum of $250,000 to any employee and up to a maximum of $1,000,000 in the aggregate at any one time outstanding, ten percent (10%) of the combined Investments of the Borrower and its Subsidiaries; provided, further, that if any such Investment ceases to meet such ratings requirements, then such Investment shall be permitted hereby for a period of one hundred and eighty (180) days after the date on which such ratings requirement is no longer satisfied; (e) subject to Sections 4.2(a) and 4.4 Investments in debt securities not satisfying any of the Security Agreementstandards, Investments comprised including the percentage limitations, set forth in clauses (b) or (d) above in an aggregate amount not exceeding 5% of notes payable, or stock or other securities issued by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business, consistent with past practices, or acquired as a result Consolidated Net Worth of the bankruptcy or reorganization of such Account DebtorBorrower and its Consolidated Subsidiaries; (f) additional Investments by the Borrower (not including Investments in Subsidiaries) in equity securities in an aggregate amount not to exceed 20% of the Consolidated Net Worth of the Borrower and its Consolidated Subsidiaries; provided that no single Investment in equity securities shall be in an amount in excess of 5% of the Consolidated Net Worth of the Borrower and its Consolidated Subsidiaries; (g) other Investments after the Amendment Effective Date in an aggregate amount not to exceed 5% of Consolidated Net Worth of the Borrower and its Consolidated Subsidiaries; (h) Acquisitions in an aggregate amount not to exceed 5% of Consolidated Net Worth of the Borrower and its Consolidated Subsidiaries in any Fiscal Year; and (i) Investments by Navigators in Wholly-Owned Subsidiaries which are Loan Parties; of Navigators (g) Permitted Acquisitions and the formation of including new Wholly-Owned Subsidiaries of the Borrower or PHI in connection with a Permitted Acquisition; (h) other Investments not to exceed $10,000,000 in the aggregate at any time outstanding; (i) Investments in any existing or future, direct or indirect, Subsidiary which exists for the sole purpose of obtaining and holding a license which the Borrower deems necessary or advisable for its businessNavigators); provided that (i) the total Investment in such Subsidiary does not exceed $100,000 in the aggregate for any one such Subsidiary or $200,000 in the aggregate for all such Subsidiaries and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be a Guarantor; (j) Investments in Unrestricted Subsidiaries not to exceed $20,000,000 in the aggregate at any time outstanding; and (k) the creation and capitalization of CaptiveCo by Parent, the Borrower or will not, and will not permit any of their respective Subsidiaries and Subsidiary to, make any Investments not in CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries including (i) the initial capitalization of CaptiveCo related to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may be required to satisfy conformity with its then applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) shall include the aggregate value of applicable insurance claims projected by Parent, the Borrower and their advisors to be filed in a future period), in each case, to be made in accordance with customary practice in the insurance industry and applicable laws, rules and regulationsinvestment guidelines.

Investments and Acquisitions. No Loan Party will (i) Make any Acquisition, or enter into an agreement to make any Acquisition, or make or suffer to exist any Investments (including without limitationInvestment, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, (ii) create any Subsidiary, (iii) become or remain a partner in any partnership or joint venture, or (iv) make any Acquisition, exceptthan: (a) Investments in Cash Equivalent Investments, subject to control agreements in favor of the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the LendersCash Equivalents; (b) Investments in Subsidiaries existing as Loans and advances to directors, employees and officers of the Effective Date; (c) other Investments Borrower and its Restricted Subsidiaries for bona fide business purposes not in existence on the Effective Date and described in Schedule 6.20; (d) Investments consisting of loans or advances made to employees of such Loan Party on an arms-length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum excess of $250,000 2,000,000 (without giving effect to the forgiveness of any employee and up to a maximum of $1,000,000 in the aggregate such loan) at any one time outstanding; (c) Investments of the Borrower in any of its wholly-owned Restricted Subsidiaries and Investments of any Subsidiary of the Borrower in the Borrower or any of the Borrower’s wholly-owned Restricted Subsidiaries; (d) Acquisitions of or Investments in Persons engaged primarily in the same businesses as the Borrower and its Restricted Subsidiaries (including Core Businesses and the Tower Business), or in a business reasonably related to such businesses, including electronic commerce and similar activities related to real estate; (e) subject to Sections 4.2(a) and 4.4 Acquisitions of the Security Agreement, or Investments comprised of notes payable, or stock or other securities issued by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business, consistent with past practices, or acquired as a result of the bankruptcy or reorganization of such Account DebtorBorrower’s own capital stock permitted by Section 6.12; (f) additional Acquisitions of or Investments in Wholly-Owned Subsidiaries which are Loan PartiesPersons engaged primarily in businesses other than those permitted by Section 6.4(d), provided that, the aggregate cost of all such Acquisitions and Investments made in any fiscal year does not exceed $10,000,000; (g) Permitted Acquisitions Investments in Restricted Subsidiaries in existence on the Closing Date or other Investments in existence on the Closing Date and the formation of Wholly-Owned Subsidiaries of the Borrower or PHI in connection with a Permitted Acquisitiondisclosed on Schedule 6.4; (h) other Investments not to exceed $10,000,000 received in connection with the aggregate at any time outstandingsettlement of a bona fide dispute with another Person; (i) Investments in any existing or futureUnrestricted Subsidiaries, direct or indirect, Subsidiary which exists for subject to the sole purpose of obtaining limitations set forth in Section 6.17 and holding a license which in an amount not to exceed $15,000,000 in the Borrower deems necessary or advisable for its businessaggregate; provided that such limitations shall not apply to Investments in Unrestricted Subsidiaries as of the Closing Date listed on Schedule 6.4; and (ij) advances, Loans, rebates and extensions of credit (including the total Investment creation of receivables) to suppliers, customers and vendors, and performance and completion guarantees, in each case in the ordinary course of business and any Investments received in satisfaction or partial satisfaction thereof, provided that, the aggregate amount of any such Subsidiary Investments at any one time does not exceed $100,000 25,000,000; but in all events, subject to the restrictions of Section 6.14. For purposes of compliance with this Section, in the aggregate for event that any Acquisition or Investment meets the criteria set forth in more than one such Subsidiary or $200,000 in the aggregate for all such Subsidiaries and of clauses (iia) if the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be a Guarantor; through (j) Investments in Unrestricted Subsidiaries not to exceed $20,000,000 in the aggregate at any time outstanding; and (k) the creation and capitalization of CaptiveCo by Parentthis Section, the Borrower or any of their respective Subsidiaries and Investments in CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries including (i) the initial capitalization of CaptiveCo related to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) shall include the aggregate value of applicable insurance claims projected by Parent, the Borrower and their advisors to be filed in a future period)Borrower, in each caseits sole discretion, may classify or reclassify such Acquisition or Investment in any manner that complies with this Section and such Acquisition or Investment shall be treated as having been permitted pursuant to be made in accordance with customary practice in only one of the insurance industry and applicable laws, rules and regulationsclauses of this Section.

Investments and Acquisitions. No Loan Party (a) The Company will (i) 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, (ii) or to create any Subsidiary, (iii) Subsidiary or to become or remain a partner in any partnership or joint venture, or (iv) to make any AcquisitionAcquisition of any Person, except: (ai) Cash Equivalent Investments, subject to control agreements in favor of the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the Lenders; (bii) (x) Existing Investments in Subsidiaries existing as of the Effective Date; Series A Closing Day, but no increase in the amount thereof, (cy) other Investments in existence on the Effective Date and described in Schedule 6.20; (d) Investments consisting of loans or advances made to employees of such Loan Party on an arms-length basis 10.12, but no increase in the ordinary course of business consistent with past practices for travel amount thereof, as reduced from time to time and entertainment expenses, relocation costs and similar purposes up to a maximum of $250,000 to any employee and up to a maximum of $1,000,000 in the aggregate at any one time outstanding; (e) subject to Sections 4.2(a) and 4.4 of the Security Agreement, Investments comprised of notes payable, or stock or other securities issued by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business, consistent with past practices, or acquired as a result of the bankruptcy or reorganization of such Account Debtor; (fz) additional Investments in Wholly-Owned Subsidiaries which are Loan Partiesto the extent permitted under another clause of this Section 10.12(a) or under Section 10.12(b); (giii) Permitted Acquisitions Investments comprised of capital contributions (whether in the form of cash, a note, or other assets) to a Subsidiary or other special-purpose entity created solely to engage in a Qualified Receivables Transaction and to the formation of Wholly-Owned Subsidiaries of the Borrower or PHI extent required in connection with a Permitted Acquisitionsuch Qualified Receivables Transaction; (hiv) other Investments not to exceed $10,000,000 in Swap Contracts and guaranties by the aggregate at Company and its Subsidiaries of such Swap Contracts; provided, that any time outstandingtransaction under any Swap Contract complies with Section 10.19; (iv) Loans and advances permitted by Section 10.11; (vi) The creation of any new Domestic Subsidiaries that become Guarantors and any Investments therein or in any existing or future, direct or indirect, other Domestic Subsidiary which exists for the sole purpose of obtaining and holding a license which the Borrower deems necessary or advisable for its business; provided that (i) the total Investment in such Subsidiary does not exceed $100,000 in the aggregate for any one such Subsidiary or $200,000 in the aggregate for all such Subsidiaries and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be is a Guarantor; (jvii) The creation of any new Subsidiaries of Modine Holding GmbH and any Investments therein or in Unrestricted any other member of the Modine Holding Consolidated Group, provided that all such Investments are made solely by another member of the Modine Holding Consolidated Group; (viii) The creation of any other new Foreign Subsidiaries not to exceed $20,000,000 in the aggregate at permitted above and that are not Subsidiaries of Modine Holding GmbH and any time outstandingInvestments therein, provided that all such Investments are permitted under Section 10.12(b); and (k) the creation and capitalization of CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries and Investments in CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries including (i) the initial capitalization of CaptiveCo related to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) shall include the aggregate value of applicable insurance claims projected by Parent, the Borrower and their advisors to be filed in a future period), in each case, to be made in accordance with customary practice in the insurance industry and applicable laws, rules and regulations.

Investments and Acquisitions. No Loan Party will (i) Neither the Borrower nor any Subsidiary of the Borrower shall directly or indirectly, make or suffer permit to exist or enter into any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), agreement to make any Investment or commitments therefor, (ii) create any Subsidiary, (iii) become or remain a partner in any partnership or joint venture, or (iv) make any Acquisition, exceptexcept the Borrower or any such Subsidiary may: (a) Cash Equivalent Investmentspurchase marketable, subject to control agreements in favor direct obligations of the Agent for the benefit United States of America, its agencies and instrumentalities maturing within three hundred sixty-five (365) days of the Lenders or otherwise subject to a perfected security interest in favor date of the Agent for the benefit of the Lenderspurchase; (b) Investments in Subsidiaries existing as purchase commercial paper maturing within two hundred seventy (270) days from the date of the Effective Dateoriginal issue thereof, issued by corporations, each of which corporations shall have a net worth of at least $500 million and each of which corporations conducts a substantial part of its business in the United States of America, and which commercial paper, at the time of acquisition, has a published rating of not less than P-1 by Xxxxx'x Investors Service, Inc. or A-1 by Standard & Poor's Rating Group; (c) other Investments in existence on purchase bankers' acceptances, and certificates of deposit maturing within three hundred sixty-five (365) days of the Effective Date date of purchase which are issued by, or time deposits maintained with, Eligible Institutions and described in Schedule 6.20which have the highest rating by Xxxxx'x Investors Service, Inc. or Standard & Poor's Rating Group; (d) make loans to the Borrower, and make loans and capital contributions and make and maintain other Investments consisting in Subsidiaries of loans or advances made to employees the Borrower except as expressly prohibited by the terms of such Loan Party on an arms-length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $250,000 to any employee and up to a maximum of $1,000,000 in the aggregate at any one time outstandingthis Agreement; (e) subject invest in Interest Rate Protection Agreements in form and substance satisfactory to Sections 4.2(a) and 4.4 of the Security AgreementAgent, Investments comprised of notes payable, or stock or other securities issued by Account Debtors to such Loan Party pursuant to negotiated which agreements with respect to settlement of such Account Debtor’s Accounts in would effectively cap variable interest rates on the ordinary course of business, consistent with past practices, or acquired as a result of the bankruptcy or reorganization of such Account DebtorLoans; (f) additional Investments in Wholly-Owned Subsidiaries which are Loan Partiesmaintain operating deposits with banks; (g) make Acquisitions in any Permitted Acquisitions Business so long as: (1) the Borrower can demonstrate pro forma compliance with all of the financial covenants which, for this purpose, shall be calculated by using (x) the prior period's actual EBITDA, (y) the projected Total Funded Debt after giving effect to the proposed Acquisition and (z) the maximum permitted Total Funded Debt/EBITDA ratio as of the date of the proposed Acquisition, or (2) the Borrower can demonstrate pro forma compliance with all of the financial covenants which, for this purpose, shall be calculated by using (x) the prior period's EBITDA adjusted by adding in on a pro forma basis for the relevant period the EBITDA of the assets or entities to be acquired, (y) the projected Total Funded Debt after giving effect to the proposed Acquisition and (z) the maximum permitted Total Funded Debt/EBITDA as of the date of the proposed acquisition and the formation of Wholly-Owned Subsidiaries Borrower receives the consent of the Borrower or PHI --- Requisite Lenders, provided, that in connection with any Acquisition made pursuant to this clause -------- (g) each of the following conditions shall be satisfied: (i) if the Acquisition is of equity rather than assets, then (x) 100% of the equity of the Person shall be acquired and (y) the acquired entity shall become a Permitted "Subsidiary Guarantor" hereunder pursuant to Section 8.9 above; (ii) the Board of Directors or other governing body of the Person to be acquired shall have approved the Acquisition; (hiii) other Investments not the Borrower shall have delivered written notice to exceed $10,000,000 the Lenders of the proposed Acquisition within ten (10) days of signing the applicable acquisition agreement together with, financial statements of the assets or entities being so acquired for the preceding three (3) fiscal years (if available), which financial statements shall be in form reasonably satisfactory to the aggregate at any time outstandingAgent; (iiv) Investments no Default or Event of Default shall have occurred before or after giving effect to the Acquisition (including, without limitation, in any existing or future, direct or indirect, Subsidiary which exists for the sole purpose connection with provisions of obtaining and holding a license which the Borrower deems necessary or advisable for its business; provided that (i) the total Investment in such Subsidiary does not exceed $100,000 in the aggregate for any one such Subsidiary or $200,000 in the aggregate for all such Subsidiaries and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be a Guarantorthis Agreement limiting Indebtedness); (jv) Investments the representations and warranties set forth in Unrestricted Subsidiaries not this Agreement and the other Loan Documents shall be true and correct in all material respects both before and after giving effect to exceed $20,000,000 in the aggregate at any time outstandingproposed Acquisition; and (kvi) the creation Borrower shall have delivered such other documents and capitalization of CaptiveCo by Parentother items (including, without limitation, legal opinions, if requested) as the Borrower Agent or any Lender may reasonably request; and (vii) maintain an investment (but not make any further investment) in the form of their respective Subsidiaries and Investments in CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries including (i) the initial capitalization of CaptiveCo related a loan to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) shall include the aggregate value of applicable insurance claims projected by Parent, the Borrower and their advisors to be filed Casilite Manufacturing Corp. in a future period), in each case, principal amount equal to be made in accordance with customary practice in the insurance industry and applicable laws, rules and regulationsno more than $600,000 accruing interest at a reasonable market rate.

Investments and Acquisitions. No Loan Party The Borrower will (i) not, and will not permit any of its Subsidiaries to, make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, (ii) create any Subsidiary, (iii) become or remain a partner Investment in any partnership Person or joint venture, or (iv) make any Acquisition, except: (a) Investments in Cash Equivalent Investments, subject to control agreements in favor of and Cash Equivalents at the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the Lenderstime such Investment is made; (b) Investments (other than Investments permitted under clause (a) of this Section) existing on the date hereof and set forth on Schedule 3.13 and Investments in Immaterial Subsidiaries existing as of the Effective Datedate hereof; (c) other Investments in existence on the Effective Date and described in Schedule 6.20; (d) Investments consisting of loans or advances made to employees of such Loan Party on an arms-length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $250,000 to any employee and up to a maximum of $1,000,000 in the aggregate at any one time outstanding; (e) subject to Sections 4.2(a) and 4.4 of the Security Agreement, Investments comprised of notes payable, or stock or other securities issued by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business, consistent with past practices, or acquired as a result of the bankruptcy or reorganization of such Account Debtor; (f) additional Investments in Wholly-Owned Subsidiaries which are Loan Parties; (g) Permitted Acquisitions and the formation of Wholly-Owned Subsidiaries of the Borrower or PHI in connection with a Permitted Acquisition; (h) other Investments not to exceed $10,000,000 in the aggregate at any time outstanding; (i) Investments by any Loan Party in any existing or future, direct or indirect, Subsidiary which exists for the sole purpose of obtaining and holding a license which the Borrower deems necessary or advisable for its businessother Loan Party; provided that (i) the total Investment in such Subsidiary does not exceed $100,000 in the aggregate for any one such Subsidiary or $200,000 in the aggregate for all such Subsidiaries and (ii) Investments by the Borrower or any Subsidiary in any Subsidiary that is not a Loan Party; provided that, if the failure Consolidated Leverage Ratio (calculated as of the most recently ended fiscal quarter of the Borrower) shall be greater than 3.50 to have such license could reasonably be expected to have a Material Adverse Effect1.00, the Subsidiary holding such license aggregate amount of Investments by the Loan Parties in Subsidiaries that are not Loan Parties under clause (ii) above, together with the aggregate principal amount (but without duplication) of Indebtedness owing to the Loan Parties incurred under Section 6.01(b)(ii), shall be a Guarantor; (j) Investments in Unrestricted Subsidiaries not to exceed $20,000,000 in the aggregate 100,000,000 at any time outstanding; and (kd) Indebtedness permitted by Section 6.01; (e) purchases of inventory and other property to be sold or used in the ordinary course of business; (f) Investments to the extent that the consideration for such Investments is made solely with the common stock of the Borrower; (g) Swap Agreements permitted by Section 6.11; (h) any Acquisition after the date hereof by the Borrower or any Subsidiary; provided that (i) in the case of 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 Equity Interests, the Acquired Entity becomes a direct or indirect Subsidiary of the Borrower; and (z) the creation Acquired Entity is engaged in a line of business in accordance with the requirements of Section 6.10; (ii) both immediately prior to such Acquisition and capitalization after giving effect thereto, no Default shall have occurred and be continuing; and (iii) if, after giving effect to such Acquisition on a pro forma basis as if such Acquisition had occurred on the first day of CaptiveCo the most recent period of four consecutive fiscal quarters of the Borrower, the Consolidated Leverage Ratio shall be greater than 3.75 to 1.00, the aggregate consideration (including assumed Indebtedness, but excluding consideration in the form of the Equity Interests of the Borrower) for all such Acquisitions shall not exceed $200,000,000 in any fiscal year; (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 Parent, the Borrower or any of their respective its Subsidiaries as consideration in connection with any Disposition of property permitted under Section 6.04 to any other Person, provided that, at time of each such Disposition, the Consolidated Leverage Ratio (calculated as of the most recently ended fiscal quarter of the Borrower and Investments in CaptiveCo giving pro forma effect to such Disposition as it had occurred on the first day of the period of four consecutive fiscal quarters then ended) is less than or equal to 3.75 to 1.00; (j) any bonds, promissory notes or other securities (which may be either debt or equity securities) received by Parent, the Borrower or any of their respective its Subsidiaries including 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; (ik) any bonds, promissory notes or other securities (which may be either debt or equity securities) received by the initial capitalization Borrower or any of CaptiveCo its Subsidiaries issued by non-U.S. Governmental Authorities in payment of accounts receivables related to products sold by the establishment Borrower or any of its Subsidiaries in the ordinary course of business, provided that the aggregate amount of Investments made under this clause (k) shall not exceed $50,000,000 (or the equivalent thereof in foreign currencies) at any time; (l) other Investments in an aggregate amount not exceeding $75,000,000; (m) payroll, travel, business entertainment and similar advances to officers, directors, employees and consultants of the Borrower or any Subsidiary to cover matters that are expected at the time of such advances to be treated as a captive insurance company and/or (ii) ongoing capital contributions by Parent, expenses of the Borrower or such Subsidiary as may be required for accounting purposes and that are made in the ordinary course of business; (n) Investments consisting of extensions of trade credit in the ordinary course of business; (o) Investments in the ordinary course of business consisting of Article 3 endorsements for collection or deposit and Article 4 customary trade arrangements with customers consistent with past practices; and (p) Investments held by any Person (other than in such Person’s subsidiaries) acquired by the Borrower or a Subsidiary after the Effective Date or of any Person merged or consolidated into the Borrower or merged or consolidated with a Subsidiary in accordance with this Agreement after the Effective Date, in each case to satisfy applicable capital requirements the extent that such Investments were not made in contemplation of or in connection with respect to CaptiveCo (which amounts described such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation; provided that this clause (iip) shall include the aggregate value is intended solely to grandfather such investments as are indirectly acquired as a result of an acquisition of such Person otherwise permitted hereunder and any consideration paid in connection with such acquisition that may be allocable to such Investments must be permitted by, and be taken into account in computing compliance with, any basket amounts or limitations applicable insurance claims projected by Parent, the Borrower and their advisors to be filed in a future period), in each case, to be made in accordance with customary practice in the insurance industry and applicable laws, rules and regulationssuch acquisition hereunder.

Investments and Acquisitions. No Loan Party Borrower will, nor will (i) it permit any of its Subsidiaries to, make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, any of its Subsidiaries), or commitments therefor, (ii) or to create any Subsidiary, (iii) Subsidiary or to become or remain a partner in any partnership or joint venture, or (iv) to make any AcquisitionAcquisition of any Person, except: (a) : Cash Equivalent Investments, subject to control agreements in favor of the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the Lenders; (b) . Existing Investments in Subsidiaries existing as of the Effective Date; (c) and other Investments in existence on the Effective Date date hereof and described in Schedule 6.20; 5.8. Investments (dwhen measured together with the US-Borrower and its Subsidiaries) Investments consisting of loans or advances made not to employees of such Loan Party on an arms-length basis in exceed the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum Dollar Amount of $250,000 to any employee and up to a maximum of $1,000,000 5,000,000 in the aggregate at any one time outstanding; (e) subject outstanding in the common stock and investment grade bonds of publicly held corporations which stocks and bonds are traded on the New York, American or NASDAQ stock exchanges. Loans to Sections 4.2(a) and 4.4 employees of the Security AgreementUS-Borrower, any Borrower or any of the US-Borrower or such Borrower's Subsidiaries which do not exceed, in the aggregate for all such employees at any one time outstanding the Dollar Amount of $750,000. Loans and advances to and other Investments comprised of notes payable, (when measured together with the US-Borrower and its Subsidiaries) in any Borrower or stock or other securities issued by Account Debtors to any such Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts Borrower's Subsidiaries in the ordinary course of businessbusiness not exceeding at any time outstanding for each Subsidiary, consistent with past practicesan amount which is the greater of (i) fifteen percent (15%) greater than the amount of such loans, advances and other Investments in each such Subsidiary stated in the Most-Recent Financials or acquired as a result (ii) the Dollar Amount of $1,000,000 plus the amount of such loans, advances and other Investments in each such Subsidiary stated in the Most-Recent Financials; provided that in no event shall such loans, advances and other Investments exceed for all of the bankruptcy or reorganization of such Account Debtor; (f) additional Investments in WhollyUS-Owned Borrower's Subsidiaries which are Loan Parties; (g) Permitted Acquisitions and the formation of Wholly-Owned Subsidiaries of the Borrower or PHI in connection with a Permitted Acquisition; (h) other Investments not to exceed $10,000,000 in the aggregate at any time outstanding; (i) outstanding the Dollar Amount of $10,000,000 plus the aggregate amount of such loans, advances and other Investments in any existing or future, direct or indirect, Subsidiary which exists for the sole purpose of obtaining and holding a license which the Borrower deems necessary or advisable for its business; provided that (i) the total Investment in such Subsidiary does not exceed $100,000 stated in the aggregate for any one such Subsidiary or $200,000 in the aggregate for all such Subsidiaries and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be a Guarantor; (j) Investments in Unrestricted Subsidiaries not to exceed $20,000,000 in the aggregate at any time outstanding; and (k) the creation and capitalization of CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries and Investments in CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries including (i) the initial capitalization of CaptiveCo related to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) shall include the aggregate value of applicable insurance claims projected by Parent, the Borrower and their advisors to be filed in a future period), in each case, to be made in accordance with customary practice in the insurance industry and applicable laws, rules and regulationsMost-Recent Financials. Permitted Acquisitions.

Investments and Acquisitions. No Loan Party will (ia) None of the Credit Parties shall, nor shall any of the Credit Parties permit any of their Subsidiaries to, make or suffer permit to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, (ii) create any Subsidiary, (iii) become or remain a partner in any partnership or joint venture, or (iv) make any AcquisitionInvestment, except: (ai) Cash Equivalent Investments, subject loans or advances reflected in the Financial Statements or that are disclosed to control agreements in favor of the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the LendersSchedule 6.07; (bii) Investments in Subsidiaries existing as of the Effective DateCash Equivalents; (ciii) other Investments by any Credit Party in existence on the Effective Date and described Borrower or a Person that is or will become within 10 Business Days after the making of such Investment a Guarantor in Schedule 6.20accordance with Section 5.12 or that will, within ten (10) Business Days after the making of any such Investment merge or consolidate into such Credit Party; (div) Investments by the Credit Parties in the Williston Entity consisting only of loans (A) the contribution or advances made other transfer of interests in substantially undeveloped Oil and Gas Properties in the Williston Basin (which may but need not be all of the Credit Parties’ interests in all or any part of such Oil and Gas Properties), (B) the contribution or other transfer of up to $2,000,000 in the aggregate in cash or accounts receivable, and (C) the provision of general, administrative and support services to the Williston Entity that are performed by employees of such Loan Party on an arms-length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to Credit Parties or that otherwise do not exceed a maximum of $250,000 to any employee and up to a maximum fair market value of $1,000,000 in the aggregate at per fiscal year, all of which contributions, transfers and provision of services are herein collectively called the “Williston Transactions”; provided, however, that no Credit Party will, or will permit any one time outstanding;of its Subsidiaries to (x) incur, assume, guarantee or be or become liable for any Debt of the Williston Entity or (y) create Liens on the Equity Interests owned by any Credit Party in the Williston Entity to secure Debt other than the Obligations; and (ev) subject Investments by any Credit Party in the Midstream Entity consisting only of (A) the contribution or other transfer of interests in crude oil and natural gas gathering and processing, waste water gathering and disposal, fresh water transportation and other midstream assets, (B) the contribution or other transfer of up to Sections 4.2(a$2,000,000 in the aggregate in cash or accounts receivable, and (C) the provision of general, administrative and 4.4 support services to the Midstream Entity that are performed by employees of the Security AgreementCredit Parties or that otherwise do not exceed a fair market value of $1,000,000 in the aggregate per fiscal year, Investments comprised all of notes payablewhich contributions, transfers and provision of services are herein collectively called the “Midstream Transactions”; provided, however, that no Credit Party will, or stock will permit any of its Subsidiaries to (x) incur, assume, guarantee or be or become liable for any Debt of the Midstream Entity or (y) create Liens on the Equity Interests owned by any Credit Party in the Midstream Entity to secure Debt other securities issued by Account Debtors than the Obligations. (b) None of the Credit Parties shall, nor shall any of the Credit Parties permit any of their Subsidiaries to such Loan Party pursuant purchase any Persons or to negotiated agreements with respect to settlement purchase any real Properties outside of such Account Debtor’s Accounts in the ordinary course of businessbusiness unless, consistent with past practices, or acquired after giving pro forma effect to such expenditure and such purchase as a result if they had occurred on the last day of the bankruptcy or reorganization of most recent calendar quarter, Xxxxxxx Exploration would have been in compliance with Section 6.16 and Section 6.19 at such Account Debtor; (f) additional Investments in Wholly-Owned Subsidiaries which are Loan Parties; (g) Permitted Acquisitions and the formation of Wholly-Owned Subsidiaries of the Borrower or PHI in connection with a Permitted Acquisition; (h) other Investments not to exceed $10,000,000 in the aggregate at any time outstanding; (i) Investments in any existing or future, direct or indirect, Subsidiary which exists for the sole purpose of obtaining and holding a license which the Borrower deems necessary or advisable for its business; provided that (i) the total Investment in such Subsidiary does not exceed $100,000 in the aggregate for any one such Subsidiary or $200,000 in the aggregate for all such Subsidiaries and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be a Guarantor; (j) Investments in Unrestricted Subsidiaries not to exceed $20,000,000 in the aggregate at any time outstanding; and (k) the creation and capitalization of CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries and Investments in CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries including (i) the initial capitalization of CaptiveCo related to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) shall include the aggregate value of applicable insurance claims projected by Parent, the Borrower and their advisors to be filed in a future period), in each case, to be made in accordance with customary practice in the insurance industry and applicable laws, rules and regulationstime.

Investments and Acquisitions. No Loan Party will (i) make or suffer to exist The Borrower shall not, and shall not permit any Investments (including without limitation, loans and advances of its Subsidiaries to, and other Investments in, Subsidiaries)make any loan or advance, or commitments thereformake any Investment or otherwise acquire for consideration evidences of Indebtedness, (ii) create capital stock or other securities of any Subsidiary, (iii) become or remain a partner in any partnership or joint venturePerson, or (iv) make any Acquisition, exceptexcept that so long as no Default then exists or would be caused thereby: (a) Cash Equivalent InvestmentsThe Borrower and its Subsidiaries may, subject to control agreements in favor directly or through a brokerage account (i) purchase marketable, direct obligations of the Agent for the benefit United States of America, its agencies and instrumentalities maturing within three hundred sixty-five (365) days of the Lenders or otherwise subject to date of purchase, (ii) purchase commercial paper issued by corporations, each of which shall have a perfected security interest combined net worth of at least $100,000,000.00 and each of which conducts a substantial part of its business in favor the United States of America, maturing within two hundred seventy (270) days from the date of the Agent for the benefit original issue thereof, and rated "P-2" or better by Moody's Investors Service, Inc. or "A-2" or better by Standaxx xxx Poor's Ratings Group and (iii) purchase repurchase agreements, bankers' acceptances, and certificates of deposit maturing within three hundred sixty-five (365) days of the Lendersdate of purchase which are issued by, or time deposits or money market deposit accounts maintained with, a United States national or state bank the deposits of which are insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation and having capital, surplus and undivided profits totaling more than $100,000,000.00 and rated "A" or better by Moody's Investors Service, Inc. or Standard and Poor's Ratings Xxxup; (b) Investments Provided that the Borrower provides to the Agents and the Lenders financial projections and calculations, in Subsidiaries existing as of form and substance satisfactory to the Effective Date; (c) other Investments in existence on Co-Administrative Agents, specifically demonstrating the Effective Date Borrower's compliance with Sections 7.7, 7.8, 7.9, 7.10 and described in Schedule 6.20; (d) Investments consisting of loans or advances made to employees of such Loan Party on an arms-length basis in 7.11 hereof after giving effect thereto, the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $250,000 to any employee and up to a maximum of $1,000,000 in Borrower may make the aggregate at any one time outstanding; (e) subject to Sections 4.2(a) and 4.4 of the Security Agreement, Investments comprised of notes payable, or stock or other securities issued by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business, consistent with past practices, or acquired as a result of the bankruptcy or reorganization of such Account Debtor; (f) additional Investments in Wholly-Owned Subsidiaries which are Loan Parties; (g) Permitted following Acquisitions and the formation of Wholly-Owned Subsidiaries of the Borrower or PHI in connection with a Permitted Acquisition; (h) other Investments not to exceed $10,000,000 in the aggregate at any time outstanding;Investments: (i) Acquisitions and Investments in any existing or futureof Cellular Systems and/or domestic wireless telephony business (including, direct or indirectwithout limitation, Subsidiary which exists for the sole purpose in-market and contiguous paging and auctions of obtaining and holding a license which the Borrower deems necessary or advisable for its business; provided that (i) the total Investment in such Subsidiary does not exceed $100,000 in the aggregate for any one such Subsidiary or $200,000 in the aggregate for all such Subsidiaries and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be a Guarantor; (j) Investments in Unrestricted Subsidiaries not to exceed $20,000,000 in the aggregate at any time outstandingLocal Multipoint Distribution Service licenses); and (kii) other Acquisitions and Investments for an aggregate Net Purchase Price not to exceed, together with Restricted Payments permitted pursuant to Section 7.7(b) hereof, $100,000,000.00 during the creation and capitalization term of CaptiveCo by Parentthis Agreement; provided, however, that the Borrower or any of their respective Subsidiaries and Investments in CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries including (i) the initial capitalization of CaptiveCo related to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may shall not be required to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) shall include the aggregate value of applicable insurance claims projected by Parent, the Borrower and their advisors to be filed in a future period), in each case, to be made in accordance with customary practice provide compliance calculations for Investments in the insurance industry and applicable laws, rules and regulationsform of Restricted Payments permitted pursuant to Section 7.7(b) hereof.

Investments and Acquisitions. No Loan Party will (ia) make or suffer to exist Make any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, (ii) create any Subsidiary, (iii) become or remain a partner in any partnership or joint venture, or (iv) make any AcquisitionInvestments, except: (ai) Cash Equivalent InvestmentsInvestments by the Borrower and its Subsidiaries existing on the Seventh Amendment Effective Date in Xxxxxx and PIPE, subject and Investments by the Borrower and its Subsidiaries in such entities after the Seventh Amendment Effective Date, provided that (A) such entities continue to control agreements be Permitted Joint Ventures, (B) no Investment in favor either of such entities shall be made after the Agent for the benefit of the Lenders or otherwise Seventh Amendment Effective Date at a time when such entity is subject to a perfected security interest in favor of the Agent for the benefit of the LendersBankruptcy Event, and (C) such Investments shall be subject to Section 7.02(a)(ix)(C); (bii) Investments in Subsidiaries existing as of the Effective Datecash or Cash Equivalents; (ciii) other Investments in existence on the Effective Date and described in Schedule 6.20constituting Indebtedness permitted under Section 7.04; (div) Investments consisting of loans or advances made to employees of such Loan Party on an arms-length basis by the MLP in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $250,000 to any employee and up to a maximum of $1,000,000 in the aggregate at any one time outstandingBorrower; (ev) subject to Sections 4.2(a) Investments by the Borrower and 4.4 its Subsidiaries in a wholly-owned Subsidiary of the Security Agreement, Investments comprised Borrower; and any Investment by the Borrower and its Subsidiaries in a Person that becomes a wholly-owned Subsidiary of notes payable, or stock or other securities issued by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to settlement the Borrower as a result of such Account Debtor’s Accounts Investment provided that the Borrower is in compliance with Section 6.15; (vi) trade accounts receivable which are for goods furnished or services rendered in the ordinary course of business, consistent with past practices, or acquired as a result of the bankruptcy or reorganization of such Account Debtor; (fvii) additional Investments received in Wholly-Owned Subsidiaries which are Loan Partiessatisfaction or partial satisfaction of accounts receivable from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (gviii) Permitted Acquisitions and the formation of Wholly-Owned Subsidiaries of the Borrower or PHI in connection with a Permitted AcquisitionGuaranty Obligations permitted by Section 7.04; (hix) Investments by the Borrower and its Subsidiaries in Permitted Joint Ventures other than Xxxxxx and PIPE, provided that: (A) the Borrower shall be in pro forma compliance with the covenants set forth in this Section 7.02 and Section 7.15 at the time that such Investment is made; (B) at all times during which any Investments permitted by this clause (B) are outstanding, the book value of Collateral in which the Administrative Agent has a Lien in accordance with Section 7.16 shall not be less than 50% of the book value of the total assets of the MLP and its Subsidiaries (calculated on a pro forma basis based on the book value as of the close of the most recent fiscal quarter and taking into account on a pro forma basis all Investments made since such quarter-end); (C) at the time such Investment is made, the aggregate outstanding amount of Investments in Permitted Joint Ventures made after the Seventh Amendment Effective Date, as such amount may be reduced by any Returned Capital with respect to prior Investments in Permitted Joint Ventures, shall not exceed $50,000,000; and (D) the Borrower shall deliver to the Administrative Agent at the time such Investment is made a certificate demonstrating compliance with this Section 7.02(a)(ix) and Section 7.02(b); and (x) Investments by the Borrower and its Subsidiaries (other than Investments referenced in clauses (i) through (ix) above) in an aggregate amount not to exceed $10,000,000 in the aggregate at any time outstanding;1,000,000; or (ib) Investments in make any existing Acquisition, or futureacquisition of the capital stock or securities of another Person, direct or indirect, Subsidiary which exists for the sole purpose of obtaining and holding a license which the Borrower deems necessary or advisable for its business; provided that unless: (i) the total Leverage Ratio as of the last day of the most recent fiscal quarter for which financial statements are available, after giving pro forma effect thereto in accordance with Section 7.15(e), is less than or equal to 4.75 to 1.00, (ii) the Senior Leverage Ratio as of the last day of the most recent fiscal quarter for which financial statements are available, after giving pro forma effect thereto in accordance with Section 7.15(e), is less than or equal to 3.00 to 1.00, (iii) after giving pro forma effect thereto in accordance with Section 7.15(e), the Borrower can borrow at least $30,000,000 under the Facility in compliance with (A) Section 4.02 of the Credit Agreement and (B) the financial covenants in Section 7.15 of the Credit Agreement tested as of the last day of the most recent fiscal quarter for which financial statements are available, and (iv) if any such Acquisition or Investment results in the ownership of assets located outside the United States or equity interests in any Person that is not a Domestic Person, (A) such Subsidiary Acquisition or Investment constitutes a Foreign Investment, and (B) the aggregate amount of all Foreign Investments does not exceed $100,000 in the aggregate for any one such Subsidiary or $200,000 in the aggregate for all such Subsidiaries and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be a Guarantor;30,000,000; or (jc) Investments make an Investment that is opposed by the board of directors or similar governing entity of the Person in Unrestricted Subsidiaries not to exceed $20,000,000 in which the aggregate at any time outstanding; and (k) the creation and capitalization of CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries and Investments in CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries including (i) the initial capitalization of CaptiveCo related to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) shall include the aggregate value of applicable insurance claims projected by Parent, the Borrower and their advisors to be filed in a future period), in each case, to be made in accordance with customary practice in the insurance industry and applicable laws, rules and regulationsInvestment is made.

Investments and Acquisitions. No Loan Party will, nor will (i) it permit any of its Subsidiaries to, make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, (ii) create any Subsidiary, (iii) become or remain a partner Investment in any partnership Person or joint venture, purchase or otherwise acquire (ivin one transaction or a series of transactions) make any Acquisitionassets of any other Person constituting a business unit, except: (a) Cash Equivalent Permitted Investments, subject to control agreements Control Agreements in favor of the Administrative Agent for the benefit of the Lenders Secured Parties or otherwise subject to a perfected security interest in favor of the Administrative Agent for the benefit of the LendersSecured Parties to the extent required under the Loan Documents; (b) Investments in Subsidiaries (other than Investments expressly permitted under paragraph (a) of this Section) existing as of on the Effective Datedate hereof and set forth on Schedule 6.06; (c) Investments by (i) the Borrower in any Subsidiary which is a Loan Party or by any Subsidiary of the Borrower in any Subsidiary which is a Loan Party or in the Borrower; (ii) Holdings in the Borrower, (iii) any Subsidiary that is not a Loan Party in any Subsidiary that is not a Loan Party and (iv) any Loan Party (other than Holdings) in a Subsidiary that is not a Loan Party not exceeding $10,000,000 in the aggregate for all Investments by Loan Parties in existence on the Effective Date and described in Schedule 6.20Subsidiaries that are not Loan Parties; (d) Investments the Acquisition; (e) any Permitted Acquisition if, prior to and after giving pro forma effect thereto, (i) no Default or Event of Default shall have occurred and be continuing, (ii) the Fixed Charge Coverage Ratio shall be at least 1.20 to 1.0 as of the end of the most recent fiscal month for which financial statements have been delivered and (iii) Availability shall be at least 25% of the Revolving Commitments; provided that (x) the Acquisition Consideration (excluding consideration consisting of loans (1) Equity Interests (other than Disqualified Equity Interests of Holdings) in Griffon, or, after a Permitted Change of Control Transaction, Holdings) and (2) a direct or advances made indirect cash equity contribution from Griffon to employees Holdings for the purpose of funding (in whole or in part) such Permitted Acquisition) for such Permitted Acquisition (or a series of related Permitted Acquisitions) does not exceed $100,000,000, (y) the aggregate Acquisition Consideration (excluding consideration consisting of (1) Equity Interests (other than Disqualified Equity Interests of Holdings) in Griffon, or, after a Permitted Change of Control Transaction, Holdings and (2) a direct or indirect cash equity contribution from Griffon to Holdings for the purpose of funding (in whole or in part) such Permitted Acquisition) for all Permitted Acquisitions consummated after the Effective Date in reliance on this Section 6.06(e) does not exceed $300,000,000 and (z) the aggregate Acquisition Consideration (excluding consideration consisting of Equity Interests (other than Disqualified Equity Interests) in Griffon, or, after a Permitted Change of Control Transaction, Holdings) that is attributable to Investments in such Persons that are not wholly-owned Domestic Subsidiaries that become Guarantors at the time of such Loan Party on an arms-length basis Permitted Acquisition may not exceed $50,000,000 in the aggregate since the Effective Date, except to the extent such Investments are treated, at the time of such Permitted Acquisition, as Investments in such Person pursuant to Section 6.06 and such Investments are permitted to be made thereunder (other than pursuant to this clause (e) and Section 6.06(l)) at such time; (f) purchases of inventory and other property to be sold or used in the ordinary course of business; (g) any Restricted Payments expressly permitted by Section 6.07; (h) extensions of trade credit in the ordinary course of business; (i) Investments arising in connection with the incurrence of Indebtedness expressly permitted by Section 6.01(a); (j) Investments (including debt obligations) received in the ordinary course of business consistent by any Group Member in connection with past practices for travel the bankruptcy or reorganization of suppliers and entertainment expensescustomers and in settlement of delinquent obligations of, relocation costs and similar purposes up to a maximum other disputes with, customers and suppliers arising out of $250,000 to any employee and up to a maximum the ordinary course of $1,000,000 in the aggregate at any one time outstandingbusiness; (ek) Investments of any Group Member under Swap Agreements expressly permitted hereunder; (l) 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 (other than the Acquisition); provided that such Investment was not made in connection with or anticipation of such Person becoming a Subsidiary; (m) Investments resulting from pledges and deposits referred to in paragraphs (c) and (d) of the definition of “Permitted Encumbrances”; (n) the forgiveness or conversion to equity of any Indebtedness expressly permitted by Section 6.01(a)(ii) subject to Sections 4.2(athe limitations of Section 6.06(c); (o) negotiable instruments and 4.4 of the Security Agreement, Investments comprised of notes payable, or stock or other securities issued by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts deposits held in the ordinary course of business, consistent with past practices, or acquired as a result of the bankruptcy or reorganization of such Account Debtor; (f) additional Investments in Wholly-Owned Subsidiaries which are Loan Parties; (g) Permitted Acquisitions and the formation of Wholly-Owned Subsidiaries of the Borrower or PHI in connection with a Permitted Acquisition; (h) other Investments not to exceed $10,000,000 in the aggregate at any time outstanding; (i) Investments in any existing or future, direct or indirect, Subsidiary which exists for the sole purpose of obtaining and holding a license which the Borrower deems necessary or advisable for its business; provided that (i) the total Investment in such Subsidiary does not exceed $100,000 in the aggregate for any one such Subsidiary or $200,000 in the aggregate for all such Subsidiaries and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be a Guarantor; (j) Investments in Unrestricted Subsidiaries not to exceed $20,000,000 in the aggregate at any time outstanding; and (kp) the creation and capitalization of CaptiveCo in addition to Investments otherwise expressly permitted by Parentthis Section, the Borrower or any of their respective Subsidiaries and Investments not exceeding in CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries including (i) the initial capitalization of CaptiveCo related to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) shall include the aggregate value of applicable insurance claims projected by Parent, the Borrower and their advisors to be filed in a future period), in each case, to be made in accordance with customary practice in the insurance industry and applicable laws, rules and regulations$25,000,000.

Investments and Acquisitions. No Loan Party Borrower will (i) 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, (ii) or create any Subsidiary, (iii) Subsidiary or become or remain a partner in any partnership or joint venture, or (iv) make any AcquisitionAcquisition of any Person, except: (a) Cash Equivalent InvestmentsShort-term obligations of, subject to control agreements in favor or fully guaranteed by, the United States of the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the Lenders;America. (b) Investments in Subsidiaries existing as Commercial paper rated A-1 or better by Standard and Poor's Ratings Services, a division of the Effective Date;McGraw Hill Companies, 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 maturing within one hundred eighty (180) days issued by and time deposits maturing within one hundred eighty (180) days with commercial banks (whether domestic or foreign) having capital and surplus in excess of One Hundred Million Dollars ($100,000,000). (e) Short-term tax exempt securities rated BBB or better by S&P or Baa2 or better by Moody's. (f) Existing Investments in Subsidiaries and other Investments in existence on the Effective Date date hereof and described in on Schedule 6.20; (d) Investments consisting of loans or advances made to employees of such Loan Party on an arms-length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $250,000 to any employee and up to a maximum of $1,000,000 in the aggregate at any one time outstanding; (e) subject to Sections 4.2(a) and 4.4 of the Security Agreement, Investments comprised of notes payable, or stock or other securities issued by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business, consistent with past practices, or acquired as a result of the bankruptcy or reorganization of such Account Debtor; (f) additional Investments in Wholly-Owned Subsidiaries which are Loan Parties;6.13 hereto. ------------- (g) Permitted Acquisitions Other Investments (valued at cost) not exceeding seven and one- half percent (7-1/2%) of Consolidated Tangible Net Worth in the formation of Wholly-Owned Subsidiaries of the Borrower or PHI in connection with a Permitted Acquisition;aggregate outstanding at any one time. (h) other Investments Borrower and its Subsidiaries may (i) create Subsidiaries having no material assets or operations, solely for the purpose of facilitating an Acquisition permitted hereunder, (ii) create (but not acquire except pursuant to exceed $10,000,000 Section 6.13(i) and (j)) Subsidiaries in substantially the same field of enterprise or in a reasonably related field of enterprise as currently conducted by Borrower and its Subsidiaries as determined in the aggregate at any time outstanding;reasonable judgment of the Agent, and (iii) create or acquire Subsidiaries pursuant to an Acquisition permitted pursuant to Section 6.13(i) and (j). (i) Investments in any existing or futureAcquisitions, direct or indirect, Subsidiary which exists for the sole purpose of obtaining and holding a license which the Borrower deems necessary or advisable for its business; provided that (i) no Default or Unmatured Default has occurred and is continuing at the time of such Acquisition or will result or occur after consummation of such Acquisition, (ii) the entity or business acquired is in substantially the same field of enterprise or in a reasonably related field of enterprise as currently conducted by Borrower and its Subsidiaries as determined in the reasonable judgment of the Agent (including, without limitation, retail apparel enterprises, retail athletic related enterprises and retail footwear enterprises), (iii) the total Investment purchase price (including the assumption of liabilities pursuant thereto) for all Acquisitions permitted pursuant to this Section 6.13(i) (including after giving effect to the subject Acquisition) consummated in such Subsidiary any fiscal year of Borrower does not exceed Ten Million Dollars ($100,000 10,000,000), and (iv) in the aggregate for any one such Subsidiary or $200,000 in event of a merger to which Borrower is a party, Borrower is the aggregate for all such Subsidiaries and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be a Guarantor;surviving entity. (j) Investments Acquisitions that exceed or would exceed the purchase price limitations contained in Unrestricted Section 6.13(i)(iii), provided (i) no Default or Unmatured Default has occurred and is continuing at the time of such Acquisition, (ii) Borrower provides written evidence satisfactory to the Agent (which written evidence shall be promptly furnished by the Agent to the Lenders) that it is in compliance with the covenants contained in Section 6 both immediately before and after giving effect to consummation of the Acquisition, and further provides a satisfactory pro forma Compliance Certificate showing compliance with all financial covenants on a consolidated basis for Borrower, its Subsidiaries not and the target business or entity to exceed $20,000,000 be acquired for the preceding 12-month period based solely on historical results, but after giving effect to the proposed terms of the Acquisition, (iii) the entity or business acquired is in substantially the same field of enterprise or in a reasonably related field of enterprise as currently conducted by Borrower and its Subsidiaries as determined in the aggregate at any time outstanding; andreasonable judgment of the Agent (including, without limitation, retail apparel enterprises, retail athletic related enterprises and retail footwear enterprises), which determination by the Agent shall be made within five (5) Business Days after the Agent has received the information described in sub-paragraph (ii) above and a brief written description of the proposed Acquisition in reasonable detail, and (iv) in the event of a merger to which Borrower is a party, Borrower is the surviving entity. (k) the creation and capitalization of CaptiveCo by ParentAcquisitions that are not otherwise permitted pursuant to Sections 6.13(i)(ii) or (j)(iii), the Borrower or any of their respective Subsidiaries and Investments in CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries including provided (i) no Default or Unmatured Default has occurred and is continuing at the initial capitalization time of CaptiveCo related to the establishment thereof as a captive insurance company and/or such Acquisition or will result or occur after consummation of such Acquisition, (ii) ongoing capital contributions by Parentthe total purchase price (including the assumption of liabilities pursuant thereto) for all Acquisitions permitted pursuant to this Section 6.13(k) (including after giving effect to the subject Acquisition) consummated in any fiscal year of Borrower does not exceed Ten Million Dollars ($10,000,000) and (iii) in the event of a merger to which Borrower is a party, Borrower is the Borrower or such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described surviving entity. Nothing contained in this clause (ii) Section 6.13 shall include be deemed to restrict the aggregate value Investments of applicable insurance claims projected by Parent, the Borrower and their advisors to be filed in a future period), in each case, to be made in accordance with customary practice in the insurance industry and applicable laws, rules and regulationsany Plan.

Investments and Acquisitions. No Loan Party The Company will (i) 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, (ii) or to create any Subsidiary, (iii) Subsidiary or to become or remain a partner in any partnership or joint venture, or (iv) to make any AcquisitionAcquisition of any Person, except: (a) Cash Equivalent Investments existing on the date hereof and set forth in Item 6.15 ("Existing Investments, subject to control agreements in favor ") of the Agent for Disclosure Schedule or made after the benefit date hereof in Subsidiaries (including the formation of new Subsidiaries but excluding Acquisitions of Subsidiaries and Acquisitions which result in the Lenders or otherwise subject to a perfected security interest in favor formation of new Subsidiaries); provided that the Agent for the benefit of the LendersCompany and such Subsidiary comply with Section 6.23; (b) Investments funds on deposit in Subsidiaries existing as of the Effective Date; (c) other Investments in existence on the Effective Date and described in Schedule 6.20; (d) Investments consisting of loans or advances made demand deposit accounts not to employees of such Loan Party on an arms-length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of exceed $250,000 to any employee and up to a maximum of $1,000,000 500,000 in the aggregate at any one time outstanding; (c) demand deposit accounts in addition to those described in the preceding clause (b) which are maintained with Lenders; (d) certificates of deposit maturing in not more than one year issued by and time deposits with any bank or trust company organized or licensed under the laws of the United States and having capital, surplus and undivided profits of at least $100,000,000; (e) subject to Sections 4.2(a) commercial paper or demand notes maturing in not more than 270 days for issuers having short-term debt ratings from at least two of Moodx'x, X&P, Duff & Xhelxx Xxxdit Rating Co. and 4.4 of the Security AgreementFitch Investors Service, Investments comprised of notes payable, or stock or other securities issued by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts Inc. in the ordinary course highest rating category (without regard to any refinement or gradation of business, consistent with past practices, rating category by numerical modifier or acquired as a result of the bankruptcy or reorganization of such Account Debtorotherwise); (f) additional Investments guaranteed investment contracts with terms not to exceed ninety (90) days from insurance companies with short-term debt ratings from at least two of Moodx'x, X&P, Duff & Xhelxx Xxxdit Rating Co. and Fitch Investors Service, Inc. in Wholly-Owned Subsidiaries which are Loan Partiesthe highest rating category (without regard to any refinement or gradation of rating category by numerical modifier or otherwise); (g) Permitted Acquisitions other temporary Investments in marketable direct obligations issued or unconditionally guaranteed by the United States of America or issued by any agency thereof and backed by the formation of Wholly-Owned Subsidiaries full faith and credit of the Borrower or PHI in connection with a Permitted AcquisitionUnited States of America; (h) other Investments not to exceed $10,000,000 tax-exempt money market mutual funds that are invested only in the aggregate at any time outstandingtop tier tax-exempt securities; (i) Investments in any existing or future, direct or indirect, Subsidiary 7-Day tax-exempt variable rate puts that are secured by letters of credit issued by banks that are rated at least A1/P1 and the market value of which exists for the sole purpose of obtaining and holding a license which the Borrower deems necessary or advisable for its business; provided that (i) the total Investment in such Subsidiary does not exceed $100,000 in the aggregate for any one such Subsidiary or $200,000 in the aggregate for all such Subsidiaries and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be a Guarantorremains at par; (j) Cajun Investments not in Unrestricted Subsidiaries not to exceed excess of $20,000,000 in 150,000,000, provided that the aggregate at any time outstanding; and (k) the creation and capitalization sum of CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries and all Cajun Investments in CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries including (i) the initial capitalization of CaptiveCo related to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) shall include the aggregate value of applicable insurance claims projected by Parent, the Borrower and their advisors to be filed in a future period), in each case, to be made in accordance with customary practice in the insurance industry and applicable laws, rules and regulations.plus all

Investments and Acquisitions. No Loan Party will (i) Make any Acquisition or enter into any agreement to make any Acquisition, or make or suffer to exist any Investments (including without limitationInvestment, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, (ii) create any Subsidiary, (iii) become or remain a partner in any partnership or joint venture, or (iv) make any Acquisition, exceptthan: (a) Cash Equivalent Investments, subject to control agreements Investments in favor of existence on the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the LendersClosing Date and disclosed on Schedule 6.18; (b) Investments in Subsidiaries existing as consisting of the Effective DateCash and Cash Equivalents; (c) other Investments of Borrower in existence on the Effective Date and described any Domestic Subsidiary or Investments by any Domestic Subsidiary in Schedule 6.20;Borrower or another Domestic Subsidiary; provided that if Premium Finance shall have been removed as a Borrowing Base Party as provided in (d) Investments consisting of loans Borrower or advances any Subsidiary of Borrower in any Foreign Subsidiary other than Investments in Foreign Subsidiaries described in Schedule 6.18; provided such Investments are made to employees of such Loan Party on an arms-length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of do not exceed $250,000 to any employee and up to a maximum of $1,000,000 500,000 in the aggregate outstanding at any one time outstandingtime; (e) subject to Sections 4.2(a) Investments of Borrower in any Insignificant Subsidiary that is not a Foreign Subsidiary and 4.4 of the Security Agreement, Investments comprised of notes payable, or stock or by any Significant Subsidiary in an Insignificant Subsidiary that is not a Foreign Subsidiary other securities issued by Account Debtors to than Investments in domestic Insignificant Subsidiaries described in Schedule 6.18; provided such Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts Investments are made in the ordinary course of business, consistent with past practices, or acquired as a result of business and do not exceed $500,000 in the bankruptcy or reorganization of such Account Debtoraggregate outstanding at any time; (f) additional Investments received in Wholly-Owned Subsidiaries which are Loan Partiesconnection with the settlement of a bona fide dispute with another Person; (g) Permitted Acquisitions and the formation of Wholly-Owned Subsidiaries Investments representing all or a portion of the Borrower sales price of Property sold or PHI in connection with a Permitted Acquisitionservices provided to another Person; (h) other New Venture Investments permitted by Section 6.19; and (i) Acquisitions, if no Default or Event of Default then exists or would occur as a result thereof, that do not violate Section 6.4, provided that (i) such Acquisitions reasonably relate to Persons or Properties in the same line of business as Borrower's and its Subsidiaries' existing operations, (ii) the aggregate purchase price (valuing any non-Cash consideration at its fair market value) of all such Acquisitions does not exceed $5,000,000 during any Fiscal Year or $10,000,000 in the aggregate at any time outstanding; from and after the Closing Date to the Maturity Date; and (iiii) Investments in any existing or futuregiving effect thereto, direct or indirect, Subsidiary which exists for the sole purpose of obtaining aggregate Investment Expenditures made by Borrower and holding a license which the Borrower deems necessary or advisable for its business; provided that (i) the total Investment in such Subsidiary does Subsidiaries do not exceed $100,000 5,000,000 during any Fiscal Year or $10,000,000 in the aggregate for any one such Subsidiary or $200,000 in from and after the aggregate for all such Subsidiaries and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be a Guarantor; (j) Investments in Unrestricted Subsidiaries not to exceed $20,000,000 in the aggregate at any time outstanding; and (k) the creation and capitalization of CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries and Investments in CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries including (i) the initial capitalization of CaptiveCo related Closing Date to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) shall include the aggregate value of applicable insurance claims projected by Parent, the Borrower and their advisors to be filed in a future period), in each case, to be made in accordance with customary practice in the insurance industry and applicable laws, rules and regulationsMaturity Date.

Investments and Acquisitions. No Loan Party The Company will (i) 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, (ii) create any Subsidiary, (iii) become or remain a partner in any partnership or joint venture, or (iv) to make any AcquisitionAcquisition of any Person, except: (a) Cash Equivalent Investments, subject to control agreements in favor of the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the Lenders; (bxxvii) Investments in cash and Cash Equivalents; #96212676v31 (xxviii) Investments in the Company and the Subsidiaries existing as (other than, prior to the date on which the Existing Term Loans are no longer outstanding, Investments from a Foreign Loan Party or any Subsidiary of a Foreign Loan Party in the Company or any Subsidiary of the Effective Date; (c) other Investments in existence on the Effective Date and described in Schedule 6.20; (d) Investments consisting of loans or advances made to employees of such Company that is not a Foreign Loan Party on an arms-length basis or Subsidiary of a Foreign Loan Party, other than in the ordinary course of business consistent with past practices or for travel a bona fide business purpose); provided that at no one time shall the aggregate outstanding principal amount of all Investments made by a Loan Party in an External Subsidiary on or after October 20, 2022 in reliance on this clause (ii) exceed the sum of (x) $10,000,000 and entertainment expenses(y) cash and Cash Equivalents received by a Loan Party on or after October 20, relocation costs and similar purposes up 2022 from one or more External Subsidiaries; provided that the outstanding principal amount of Investments made in reliance on clause (x) shall be (without duplication) reduced by the amount of capital returned (exclusive of items reflected in Consolidated Net Income) to a maximum of $250,000 to Loan Party from any employee and up to a maximum of $1,000,000 such Investments made in reliance on such clause, which reductions may not exceed in aggregate amount the aggregate at any one time outstandingamount originally invested; (exxix) subject Investments in existence on October 20, 2022 and set forth on Schedule 6.15; (xxx) other intercompany Investments made by a Loan Party in an External Subsidiary in connection with ordinary course cash management activities; provided that any Investment in respect of cash management operations that exceeds $10,000,000 will only be permitted to Sections 4.2(athe extent that the Company reports such Investment to the Board of Directors in the regular fiscal quarter reporting immediately following such Investment in compliance with Section 6.11; (xxxi) and 4.4 to the extent constituting an Investment, the New Term Loan Paydown; (xxxii) Investments received as part of the Security Agreement, Investments comprised settlement of notes payable, litigation or stock or other securities issued by Account Debtors in satisfaction of extensions of credit to such Loan Party any Person pursuant to negotiated agreements with respect to the reorganization, bankruptcy or liquidation of such Person or a good faith settlement of debts with such Account Debtor’s Accounts Person; (xxxiii) Investments received in settlement of amounts due to the Company or any Subsidiary effected in the ordinary course of business, consistent with past practices, or acquired as a result of the bankruptcy or reorganization of such Account Debtor; (fxxxiv) additional 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 Wholly-Owned Subsidiaries which are Loan Partiescash (including via book entry) of the principal amount thereof) does not exceed $35,000,000; (gxxxv) Permitted Acquisitions and Investments by the formation Company or any of Wholly-Owned its Subsidiaries in exchange for consideration consisting only of Capital Stock (other than Disqualified Stock) of the Borrower Company or PHI in connection with Net Cash Proceeds of a Permitted Acquisitionsubstantially concurrent sale of Capital Stock (other than Disqualified Stock) of the Company; (hxxxvi) other Investments by the Company or any of its Subsidiaries in payroll, commission, travel and similar advances to 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; (xxxvii) Investments by the Company or any of its Subsidiaries in the form of loans or advances to employees, officers or directors of the Company or any Subsidiary (i) in the ordinary course of business or (ii) in an aggregate amount not to exceed $10,000,000 in 5,000,000 (including, for the aggregate avoidance of doubt, any such Investments existing as of the Closing Date) at any one time outstandingoutstanding to fund the purchase of Capital Stock of the Company by such Persons; (ixxxviii) Investments made by the Company or any of its Subsidiaries in connection with the funding of contributions under any existing non-qualified retirement plan or futuresimilar employee compensation plan in an amount not to exceed the amount of compensation expense recognized by the Company and its Subsidiaries in connection with such plans; (xxxix) Receivables owing to the Company and extensions of trade credit in the ordinary course of business; (xl) [reserved]; (xli) Investments consisting of licensing, direct sublicensing or indirectcontribution of intellectual property pursuant to joint marketing arrangements with other Persons, Subsidiary which exists for in each case in the sole purpose ordinary course of obtaining and holding a license which the Borrower deems necessary or advisable for its business; provided provided, that such licensing, sublicensing or contribution of intellectual property is either (i) on a non-exclusive basis or (ii) exclusive only within the total granted territory; (xlii) any Investment consisting of cash deposits (including escrowed deposits) pursuant to binding commitments of the Company or its Subsidiaries in such Subsidiary does not exceed $100,000 in the aggregate for any one such Subsidiary effect with respect to (i) issuances or $200,000 in the aggregate for all such Subsidiaries refinancings of Indebtedness otherwise permitted hereunder and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be a Guarantor; (j) Investments in Unrestricted Subsidiaries Acquisitions permitted hereunder and not to exceed $20,000,000 in the aggregate at any time outstandingyet consummated; and (kxliii) prepaid expenses, negotiable instruments held for collection, lease, utility, workers’ compensation, performance and other similar deposits provided to third parties in the creation 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 capitalization such intermediate Investments shall be disregarded for purposes of CaptiveCo by Parentdetermining the outstanding amount of Investments pursuant to any clause set forth above. The amount of any Investment made other than in -71- #96212676v31 the form of cash or Cash Equivalents shall be the fair market value thereof valued at the time of the making thereof, and without giving effect to any subsequent write-downs or write-offs thereof. For purposes of determining compliance with this Section 6.15, if an Investment meets, in whole or in part, the Borrower criteria of one or more of the categories of Investments (or any of their respective Subsidiaries and Investments portion thereof) permitted in CaptiveCo by Parentthis Section 6.15, the Borrower Company may, in its sole discretion, classify or divide (and reclassify and redivide) such Investment (or any of their respective Subsidiaries including (iportion thereof) the initial capitalization of CaptiveCo related in any manner that complies with this Section 6.15 and will be entitled to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) shall only include the aggregate value amount and type of applicable insurance claims projected by Parent, such Investment (or any portion thereof) in one of the Borrower above clauses and their advisors such Investment will be treated as being incurred or existing pursuant to be filed in a future periodonly such clause or clauses (or any portion thereof), in each case, to be made in accordance with customary practice in the insurance industry and applicable laws, rules and regulations.

Investments and Acquisitions. No Loan Party will (i) make or suffer to exist The Borrower shall not, and shall not permit any Investments (including without limitation, loans and advances of the Borrower's Subsidiaries to, and other Investments in, Subsidiaries)directly or indirectly make any loan or advance, or commitments thereforotherwise acquire for consideration evidences of Indebtedness, (ii) create any Subsidiary, (iii) become or remain a partner in any partnership or joint venture, or (iv) make any Acquisition, except: (a) Cash Equivalent Investments, subject to control agreements in favor of the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the Lenders; (b) Investments in Subsidiaries existing as of the Effective Date; (c) other Investments in existence on the Effective Date and described in Schedule 6.20; (d) Investments consisting of loans or advances made to employees of such Loan Party on an arms-length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $250,000 to any employee and up to a maximum of $1,000,000 in the aggregate at any one time outstanding; (e) subject to Sections 4.2(a) and 4.4 of the Security Agreement, Investments comprised of notes payable, or capital stock or other securities issued by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts any Person or other assets or property (other than assets or property (i) acquired in the ordinary course of business, consistent (ii) received in connection with past practices, a capital contribution from a Member or acquired as a result of the bankruptcy or reorganization of such Account Debtor; (fiii) additional Investments in Wholly-Owned Subsidiaries which are Loan Parties; (g) Permitted Acquisitions and the formation of Wholly-Owned Subsidiaries of the Borrower or PHI received in connection with a Permitted Asset Sale), or make any Acquisition: (a) the Borrower and the Borrower's Subsidiaries may, directly or through a brokerage account (i) purchase marketable, direct obligations of the United States of America, its agencies and instrumentalities maturing within three hundred sixty-five (365) days of the date of purchase, (ii) purchase commercial paper issued by corporations, each of which shall have a combined net worth of at least $100 million and each of which conducts a substantial part of its business in the United States of America, maturing within two hundred seventy (270) days from the date of the original issue thereof, and rated "P-2" or better by Xxxxx'x Investors Service, Inc. or "A-2" or better by Standard and Poor's, a division of XxXxxx-Xxxx, Inc., and (iii) purchase repurchase agreements, bankers' acceptances, and certificates of deposit maturing within three hundred sixty-five (365) days of the date of purchase which are issued by, or time deposits maintained with, a United States national or state bank the deposits of which are insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation and having capital, surplus and undivided profits totaling more than $100 million and rated "A" or better by Xxxxx'x Investors Service, Inc. or Standard and Poor's, a division of XxXxxx-Xxxx, Inc.; (hb) other Investments not except that so long as no Default then exists or would be caused thereby and subject to exceed $10,000,000 in compliance with Section 5.12 hereof (to the aggregate at any time outstanding; (i) Investments in any existing or future, direct or indirect, Subsidiary which exists for the sole purpose of obtaining and holding a license which the Borrower deems necessary or advisable for its business; provided that (i) the total Investment in such Subsidiary does not exceed $100,000 in the aggregate for any one such Subsidiary or $200,000 in the aggregate for all such Subsidiaries and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be a Guarantor; (j) Investments in Unrestricted Subsidiaries not to exceed $20,000,000 in the aggregate at any time outstanding; and (k) the creation and capitalization of CaptiveCo by Parentextent applicable), the Borrower or any of their respective its Subsidiaries and Investments in CaptiveCo may make Acquisitions during the term hereof which do not require cash payments (or transfers of tangible assets) by Parent, the Borrower in an aggregate amount after the Agreement Date in excess of $12,000,000; and (c) except that so long as no Event of Default under Section 8.1(s) hereof then exists or would be caused thereby, each of MSI and DSC may transfer the Licenses held by such Person to the Borrower as a contribution of capital. Notwithstanding the foregoing, it is expressly understood and agreed that the Borrower's performance of its obligations existing under the Employment Agreement shall not constitute a breach or default under Section 7.6 hereof or any other provision of their respective Subsidiaries including any Loan Document (iother than Section 8.1(a) the initial capitalization of CaptiveCo related to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) shall include the aggregate value of applicable insurance claims projected by Parent, the Borrower and their advisors to be filed in a future periodhereof), in each case, to be made in accordance with customary practice in the insurance industry and applicable laws, rules and regulations.

Investments and Acquisitions. No Loan Party The Borrower will (i) not, and will not permit any of its Subsidiaries to, make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, (ii) create any Subsidiary, (iii) become or remain a partner Investment in any partnership Person or joint venture, or (iv) make any Acquisitionpurchase, except: (a) cash and Cash Equivalent Investments, subject to control agreements in favor of the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the LendersEquivalents; (b) Investments in Subsidiaries existing as of the Effective Date; (other than Investments permitted under clauses (a) and (c) other Investments of this Section) existing on the Effective Date and set forth on Schedule 6.06 and any Investment that replaces, refinances or refunds any Investment made pursuant to this Section 6.06(b); provided that the amount of any such Investment may be increased (x) as required by the terms of such Investment as in existence on the Effective Date and described in Schedule 6.20or (y) as otherwise permitted hereunder; (dc) (i) Investments consisting of loans or advances made to employees of such by any Loan Party on in any other Loan Party; (ii) Investments by any Loan Party in JET-TALK Limited so long as concurrently with such Investment, JET-TALK Limited becomes a Loan Party; and (iii) Investments by the Borrower or any Subsidiary in any Subsidiary that is not a Loan Party; provided that (x) any Investment made by any Subsidiary that is not a Loan Party in any Loan Party shall be unsecured and subordinated in right of payment to the Guaranteed Obligations pursuant to an arms-length basis intercompany note in form and substance acceptable to the Administrative Agent and the Required Lenders and (y) Investments by Loan Parties in Subsidiaries that are not Loan Parties shall (A) not exceed $250,000 in the aggregate in any fiscal year (measured when such Investment is made) and (B) be limited to Investments to fund operating expenditures thereof that are incurred in the ordinary course of business and are consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $250,000 to any employee and up to a maximum of $1,000,000 in the aggregate at any one time outstandingpractices; (d) Indebtedness permitted by Section 6.01 (other than Section 6.01(c)); (e) subject purchases of inventory and other property to Sections 4.2(a) and 4.4 of the Security Agreement, Investments comprised of notes payable, be sold or stock or other securities issued by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts used in the ordinary course of business; (f) Acquisitions after the Effective Date by the Borrower or any other Loan Party; provided that (i) if such Acquisition is an acquisition of Capital Stock of a Person, consistent such Acquisition shall not be opposed by the Board of Directors (or similar governing body) of such Person and shall, to the extent required by the terms hereof, become a Loan Party in accordance with past practicesthis Agreement, (ii) no Default or acquired Event of Default shall have then occurred and be continuing or would result therefrom, (iii) after giving effect to such Acquisition on a Pro Forma Basis, the Total Leverage Ratio is less than or equal to 3.75 to 1.00, in each case, as of the last day of the most recently ended Reference Period and (iv) prior to the consummation of any such Acquisition, the Administrative Agent shall have received a result 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 (any Acquisition that satisfies the requirements of this clause (f), a “Permitted Acquisition”); (g) 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 Investments (including debt obligations) received by the Borrower and its Subsidiaries in connection with the bankruptcy or reorganization of such Account Debtor; (f) additional Investments suppliers and/or customers and in Wholly-Owned Subsidiaries which are Loan Parties; (g) Permitted Acquisitions good faith settlement of delinquent obligations of, and other disputes with, customers and/or suppliers arising in the formation ordinary course of Wholly-Owned Subsidiaries of the Borrower or PHI in connection with a Permitted Acquisitionbusiness; (h) other Investments not to exceed $10,000,000 under (i) Hedging Agreements entered into in the aggregate ordinary course of business to hedge or mitigate risks to which the Borrower or any Subsidiary is exposed in the conduct of its business or the management of its liabilities and (ii) Permitted Bond Hedge Transactions; (i) bona fide loans and advances to employees and officers of the Borrower and its Subsidiaries for the purpose of paying payroll, travel and related expenses and other loans and advances incurred for proper business purposes of the Borrower or such Subsidiary; (j) Investments received by the Borrower and its Subsidiaries in connection with any Disposition permitted by Section 6.04; (k) Investments held by any Person that becomes a Subsidiary after the Effective Date; provided that (i) such Investments exist at any the time outstandingsuch Person becomes a Subsidiary and are not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) such Investments shall not be increased after such time unless such increase is permitted by another clause of this Section; (l) [reserved]; (m) [reserved]; (n) Investments received in compromise or resolution of litigation, arbitration or other disputes; (o) endorsements for collection or deposit in the ordinary course of business; (i) Investments in any existing made pursuant to surety bonds, performance bonds, bid bonds, appeal bonds and related letters of credit or future, direct or indirect, Subsidiary which exists for the sole purpose of obtaining and holding a license which the Borrower deems necessary or advisable for its business; provided that (i) the total Investment in such Subsidiary does not exceed $100,000 in the aggregate for any one such Subsidiary or $200,000 in the aggregate for all such Subsidiaries and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be a Guarantor; (j) Investments in Unrestricted Subsidiaries not to exceed $20,000,000 in the aggregate at any time outstanding; and (k) the creation and capitalization of CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries and Investments in CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries including (i) the initial capitalization of CaptiveCo related to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) shall include the aggregate value of applicable insurance claims projected by Parent, the Borrower and their advisors to be filed in a future period)similar obligations, in each case, to be the extent such surety bonds, performance bonds, bid bonds, substituting appeal bonds, related letters of credit and similar obligations are permitted under this Agreement and (ii) Investments consisting of indemnification obligations in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations or to secure liabilities to insurance carriers under insurance arrangements, or good faith deposits, prepayments or cash payments in connection with bids, tenders, contracts or leases or for payment of rent, in each case of clauses (i) and (ii), entered into in the ordinary course of business; (q) [reserved]; (r) Investments to the extent that (i) the payment for such Investment is made solely with newly issued Capital Stock of the Borrower (other than Disqualified Capital Stock), (ii) such Investment is in compliance with the other provisions of this Agreement, and (iii) Investments made upon reliance of this clause (r) do not exceed an aggregate amount of $1,000,000 at any time outstanding during the term of this Agreement; and (s) in addition to Investments otherwise expressly permitted by this Section 6.06, Investments by the Borrower or any of its Subsidiaries in an aggregate amount (valued at cost on the date such Investment was made) not to exceed $1,000,000 (measured at the time of such Investment) at any time outstanding during the term of this Agreement. For the avoidance of doubt, if any Investment is made in accordance with customary practice any Subsidiary of the Borrower that at the time of such Investment was not a Loan Party and was incurred pursuant to Section 6.06(c) and such Subsidiary subsequently becomes a Loan Party, such Investment shall at the time that such Subsidiary constitutes a Loan Party be deemed to constitute an incurrence of a new Investment in the insurance industry amount thereof under Section 6.06(c)(i) and applicable laws, rules and regulationssuch amount thereof shall be restored to the amounts in Section 6.06(c)(iii).

Investments and Acquisitions. No Loan Party The Company will (i) 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, (ii) create any Subsidiary, (iii) become or remain a partner in any partnership or joint venture, or (iv) to make any AcquisitionAcquisition of any Person, except: (ai) Investments in cash and Cash Equivalent Investments, subject to control agreements in favor of the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the LendersEquivalents; (bii) Investments in Subsidiaries existing as the Company and its 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 (ii) exceed the Effective Dateamount of cash and Cash Equivalents received by a Loan Party on or after the Closing Date from one or more External Subsidiaries; provided that the outstanding principal amount of Investments made in reliance on clause (ii) shall be (without duplication) reduced by the amount of capital returned (exclusive of items reflected in Consolidated Net Income) to a Loan Party from any such Investments made in reliance on such clause, which reductions may not exceed in aggregate amount the amount originally invested; (ciii) (A) Investments existing on the Closing Date and set forth on Schedule 6.15 and (B) other intercompany Investments in existence existing on the Effective Closing Date and described among External Subsidiaries organized (or the equivalent thereof) in Schedule 6.20Germany; (div) other intercompany Investments made by a Loan Party or an External Subsidiary in a Loan Party or an External Subsidiary in connection with bona fide cash management activities that are consistent with past practice; (v) [reserved]; (vi) [reserved]; (vii) 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; (viii) Investments received in settlement of amounts due to the Company or any Subsidiary effected in the ordinary course of business; (ix) so long as no Default or Event of Default exists or would result therefrom, other Investments; 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 $20,000,000 at any time; (x) Investments by the Company or any of its Subsidiaries in exchange for consideration consisting only of Capital Stock (other than Disqualified Equity Interests) of the Company or Net Cash Proceeds of a substantially concurrent sale of Capital Stock (other than Disqualified Equity Interests) of the Company; (xi) Investments by the Company or any of its Subsidiaries in payroll, commission, travel and similar advances to 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; (xii) Investments by the Company or any of its Subsidiaries in the form of loans or advances made to employees employees, officers or directors of such Loan Party on an arms-length basis the Company or any Subsidiary (A) in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up or (B) in an aggregate amount not to a maximum of exceed $250,000 to any employee and up to a maximum of $1,000,000 in the aggregate 5,000,000 at any one time outstandingoutstanding to fund the purchase of Capital Stock of the Company by such Persons; (exiii) subject 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 Sections 4.2(aexceed the amount of compensation expense recognized by the Company and its Subsidiaries in connection with such plans; (xiv) receivables owing to the Company or any Subsidiary and 4.4 extensions of the Security Agreement, Investments comprised of notes payable, or stock or other securities issued by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts trade credit in the ordinary course of business; (xv) [reserved]; (xvi) Investments consisting of licensing, consistent sublicensing or contribution of intellectual property pursuant to joint marketing arrangements with past practicesother Persons, in each case in the ordinary course of business; provided that such licensing, sublicensing or acquired contribution of intellectual property is either (x) on a non-exclusive basis or (y) exclusive only within the granted territory; (xvii) any Investment consisting of cash deposits (including escrowed deposits) pursuant to binding commitments of the Company or its Subsidiaries in effect with respect to (A) issuances or refinancings of Indebtedness otherwise permitted hereunder and (B) Acquisitions permitted hereunder and not yet consummated; and (xviii) 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. Notwithstanding the foregoing, at the option of the Company by written notice to the Administrative Agent, any Investment that is or is in connection with a Limited Condition Transaction shall be deemed to have been incurred on the date the definitive acquisition agreement relating to such Limited Condition Transaction was entered into (and not at the time such Limited Condition Transaction is consummated) and any applicable no Default or Event of Default tests shall be tested in connection with such incurrence, as of the date the definitive acquisition agreement relating to such Limited Condition Transaction was entered into, giving pro forma effect to such Limited Condition Transaction, to any Investment, and to all transactions in connection therewith; provided, that, in any event, no Event of Default under Section 7.2, 7.5 (solely as a result of an event of default under Section 7.2 of the bankruptcy Term Loan Agreement), 7.6 or reorganization 7.7 shall exist on the date such Limited Condition Transaction is consummated. 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 of Investments pursuant to any clause 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 the making thereof, and without giving effect to any subsequent write-downs or write-offs thereof. For purposes of determining compliance with this Section 6.15, if an Investment meets, in whole or in part, the criteria of one or more of the categories of Investments (or any portion thereof) permitted in this Section 6.15, the Company may, in its sole discretion, classify or divide (and reclassify and redivide) such Investment (or any portion thereof) in any manner that complies with this Section 6.15 and will be entitled to only include the amount and type of such Account Debtor; Investment (for any portion thereof) additional Investments in Wholly-Owned Subsidiaries which are Loan Parties; (g) Permitted Acquisitions and the formation of Wholly-Owned Subsidiaries one of the Borrower above clauses and such Investment will be treated as being incurred or PHI in connection with existing pursuant to only such clause or clauses (or any portion thereof). Notwithstanding the foregoing, no Investment may be made by a Permitted Acquisition; (h) other Investments not to exceed $10,000,000 in Loan Party after the aggregate at any time outstanding; (i) Investments date hereof that results, directly or indirectly, in any existing Person that is not a Loan Party owning or future, direct or indirect, Subsidiary which exists for the sole purpose of obtaining and holding a license which the Borrower deems necessary or advisable for its business; provided that (i) the total Investment in such Subsidiary does not exceed $100,000 in the aggregate for any one such Subsidiary or $200,000 in the aggregate for all such Subsidiaries and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be a Guarantor; (j) Investments in Unrestricted Subsidiaries not to exceed $20,000,000 in the aggregate at any time outstanding; and (k) the creation and capitalization of CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries and Investments in CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries including (i) the initial capitalization of CaptiveCo related to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) shall include the aggregate value of applicable insurance claims projected by Parent, the Borrower and their advisors to be filed in a future period), in each case, to be made in accordance with customary practice in the insurance industry and applicable laws, rules and regulationsIntellectual Property.

Investments and Acquisitions. No Loan Party will (i) make or suffer to exist The Parent and the Borrower shall not, and shall not permit any Investments (including without limitation, loans and advances of the Borrower's Subsidiaries to, and other Investments indirectly or indirectly, Subsidiaries)make any loan, investment or advance, or commitments thereforotherwise acquire for consideration evidences of Indebtedness, (ii) create any Subsidiary, (iii) become or remain a partner in any partnership or joint venture, or (iv) make any Acquisition, except: (a) Cash Equivalent Investments, subject to control agreements in favor of the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the Lenders; (b) Investments in Subsidiaries existing as of the Effective Date; (c) other Investments in existence on the Effective Date and described in Schedule 6.20; (d) Investments consisting of loans or advances made to employees of such Loan Party on an arms-length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $250,000 to any employee and up to a maximum of $1,000,000 in the aggregate at any one time outstanding; (e) subject to Sections 4.2(a) and 4.4 of the Security Agreement, Investments comprised of notes payable, or stock Capital Stock or other securities issued by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts any Person or other assets or property (other than assets or property in the ordinary course of business, consistent with past practices), or acquired make any Acquisition; provided, however, that so long as no Default then exists or would be caused thereby: (a) the Borrower and its Subsidiaries may, directly or through a result brokerage account (i) purchase marketable, direct obligations of the bankruptcy United States of America, its agencies and instrumentalities maturing within three hundred sixty-five (365) days of the date of purchase, (ii) purchase commercial paper or reorganization other corporate Indebtedness issued by corporations, each of such Account Debtor;which shall have a combined net worth of at least $100,000,000 and each of which conducts a substantial part of its business in the United States of America, maturing within two hundred seventy (270) days from the date of the original issue thereof, and rated "P-2" or better by Xxxxx'x Investors Service, Inc., or any successor, or "A-2" or better by Standard and Poor's Ratings Group, a division of McGraw Hill, Inc., or any successor, and (iii) purchase repurchase agreements, bankers' acceptances, and certificates of deposit maturing within three hundred sixty-five (365) days of the date of purchase which are issued by, or time deposits maintained with, a United States national or state Lender the deposits of which are insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation and having capital, surplus and undivided profits totaling more than $100,000,000.00 and rated "A" or better by Xxxxx'x Investors Service, Inc., or any successor, or Standard and Poor's Ratings Group, a division of McGraw Hill, Inc., or any successor; and (fi) additional Investments in Wholly-Owned Subsidiaries which are Loan Parties; (g) Permitted Acquisitions the Borrower and the formation of Wholly-Owned Subsidiaries of the Borrower or PHI in connection may incur intercompany Indebtedness under Section 7.1 (e) hereof, and (ii) subject to compliance with a Permitted AcquisitionSection 5.13 hereof, the Borrower may own Capital Stock of the Subsidiaries of the Borrower existing on the Agreement Date, any new Subsidiary and, as permitted by Section 5.16 hereof, any License Sub; (hc) other Investments the Borrower may make an Acquisition with the prior written consent of the Required Lenders, provided that the Borrower complies with Section 5.13 hereof in connection therewith, and provides to the Administrative Agent and the Lenders financial projections and calculations, in form and substance satisfactory to the Administrative Agent, specifically demonstrating the Borrower's compliance with Sections 7.8, 7.9, 7.10, 7.11, 7.12, 7.13, 7.14, 7.15, 7.16, and 7.17 hereof and its ability to meet its repayment obligations hereunder through the Maturity Date, after giving effect thereto; (d) the Borrower may, directly or indirectly, make one or more investments, in an aggregate amount not to exceed $10,000,000 5,000,000, in the aggregate at any time outstanding; (i) Investments in any existing or future, direct or indirect, Subsidiary which exists Persons formed for the sole purpose of obtaining and holding a license which intellectual property rights to be used by the Borrower deems necessary or advisable for its business; provided that (i) the total Investment in such Subsidiary does not exceed $100,000 in the aggregate for any one such Subsidiary or $200,000 in the aggregate for all such Subsidiaries and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be a Guarantor; (j) Investments in Unrestricted Subsidiaries not to exceed $20,000,000 in the aggregate at any time outstanding; and (k) the creation and capitalization of CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries and Investments in CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries including (i) the initial capitalization of CaptiveCo related to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) shall include the aggregate value of applicable insurance claims projected by Parent, the Borrower and their advisors the Borrower's Subsidiaries, or any of them; (e) the Borrower may make investments in the Bidding Company, provided that: (i) at no time shall the investments by the Borrower in the Bidding Company exceed the Aggregate Bid License Purchase Price; (ii) at no time shall the Aggregate Bid License Purchase Price exceed the lesser of (A) $25,000,000 and (B) the sum of (1) $7,500,000 and (2) the Bid Equity Commitments; (iii) at no time shall investments by the Borrower in the Bidding Company funded with the proceeds of an Advance under the Revolving Loan Commitment exceed $7,500,000, and the proceeds of such Advance shall be used solely to be filed in make the Deposit Loan and/or to fund all or a future period)portion of the Aggregate Bid License Purchase Price; (iv) at no time shall the Bid License Purchase Price for any Bid License exceed $10.00 per POP with respect to the POPs covered by such Bid License; (v) if at any time all or any portion of the Deposit is refunded to the Bidding Company, in each casethen the Bidding Company shall, within three (3) Business Days thereof, make a payment to be made the Borrower under, and in accordance with customary practice the terms of, the Deposit Loan Note in an amount equal to the insurance industry amount of the Deposit so refunded; (vi) if at any time the Borrower shall receive any payment on the Deposit Loan, then the Borrower shall, within five (5) Business Days thereof, repay, first, if an Advance under the Revolving Loan Commitment was used to fund all or any portion of such Deposit Loan, the Revolving Loans used to fund such Deposit Loan in an amount equal to the amount of the payment on the Deposit Loan so received, together with any accrued interest with respect thereto and, second, any source of the deposit Loan other than Revolving Loans; (vii) any Surplus Subordinated Debt shall be applied, first, to repay the Revolving Loans used to fund the Deposit Loan, if any, second, to repay any source of the Deposit Loan other than the Revolving Loans, third, to fund the Aggregate Bid License Purchase Price (or repay the source thereof if previously funded other than with the Bid Equity Commitments) in an amount equal to the excess, if any, of $7,500,000 over the Deposit, fourth, at the Borrower's election, to fund the balance of the Aggregate Bid License Purchase Price in an amount required to reduce the Bid Equity Commitments to $0.00 and, fifth, as provided in Section 7.1(g) hereof; and (f) the Parent may make investments in and applicable laws, rules loans and regulationsadvances to the Borrower as otherwise permitted hereunder.

Investments and Acquisitions. No Loan Party The Borrower will (i) not, and will not permit any of its Subsidiaries to, make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, (ii) create any Subsidiary, (iii) become or remain a partner Investment in any partnership Person or joint venture, or (iv) make any Acquisition, except: (a) Cash Equivalent Investments, subject to control agreements in favor of the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the LendersEquivalents; (b) Investments (other than Investments permitted under clause (a) of this Section) existing on the date hereof and set forth on Schedule 3.13 and Investments in Immaterial Subsidiaries existing as of the Effective Datedate hereof; (c) other Investments in existence on the Effective Date and described in Schedule 6.20; (d) Investments consisting of loans or advances made to employees of such Loan Party on an arms-length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $250,000 to any employee and up to a maximum of $1,000,000 in the aggregate at any one time outstanding; (e) subject to Sections 4.2(a) and 4.4 of the Security Agreement, Investments comprised of notes payable, or stock or other securities issued by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business, consistent with past practices, or acquired as a result of the bankruptcy or reorganization of such Account Debtor; (f) additional Investments in Wholly-Owned Subsidiaries which are Loan Parties; (g) Permitted Acquisitions and the formation of Wholly-Owned Subsidiaries of the Borrower or PHI in connection with a Permitted Acquisition; (h) other Investments not to exceed $10,000,000 in the aggregate at any time outstanding; (i) Investments by any Loan Party in any existing or future, direct or indirect, Subsidiary which exists for the sole purpose of obtaining and holding a license which the Borrower deems necessary or advisable for its businessother Loan Party; provided that (i) the total Investment in such Subsidiary does not exceed $100,000 in the aggregate for any one such Subsidiary or $200,000 in the aggregate for all such Subsidiaries and (ii) Investments by the Borrower or any Subsidiary in any Subsidiary that is not a Loan Party; provided that, if the failure Consolidated Leverage Ratio (calculated as of the most recently ended fiscal quarter of the Borrower) shall be greater than 3.50 to have such license could reasonably be expected to have a Material Adverse Effect1.00, the Subsidiary holding such license aggregate amount of Investments by the Loan Parties in Subsidiaries that are not Loan Parties under clause (ii) above, together with the aggregate principal amount of Indebtedness owing to the Loan Parties incurred under Section 6.01(b)(ii), shall be a Guarantor; (j) Investments in Unrestricted Subsidiaries not to exceed $20,000,000 in the aggregate 75,000,000 at any time outstanding; and (kd) Indebtedness permitted by Section 6.01; (e) purchases of inventory and other property to be sold or used in the ordinary course of business; (f) the creation and capitalization of CaptiveCo Arrow Acquisition; (g) Swap Agreements permitted by Parent, Section 6.11; (h) any Acquisition after the date hereof by the Borrower or any of their respective Subsidiaries and Investments in CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries including Subsidiary; provided that (i) in the initial capitalization case of CaptiveCo related 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 Equity Interests, the establishment thereof as Acquired Entity becomes a captive insurance company and/or direct or indirect Subsidiary of the Borrower; and (z) the Acquired Entity is engaged in a line of business in accordance with the requirements of Section 6.10; (ii) ongoing capital contributions by Parentboth immediately prior to such Acquisition and after giving effect thereto, no Default shall have occurred and be continuing; and (iii) if, after giving effect to such Acquisition on a pro forma basis as if such Acquisition had occurred on the first day of the most recent period of four consecutive fiscal quarters of the Borrower, the Borrower or such Subsidiary as may Consolidated Leverage Ratio shall be required greater than 3.50 to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) shall include 1.00, the aggregate value of applicable insurance claims projected by Parentconsideration (including assumed Indebtedness, the Borrower and their advisors to be filed in a future period), in each case, to be made in accordance with customary practice but excluding consideration in the insurance industry and applicable laws, rules and regulationsform of the Equity Interests of the Borrower) for all such Acquisitions shall not exceed $150,000,000 in any fiscal year; and (i) other Investments in an aggregate amount (valued at cost) not exceeding $25,000,000.

Investments and Acquisitions. No Loan Credit Party will, nor will (i) it permit any of its Subsidiaries to, make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, (ii) create any Subsidiary, (iii) become or remain a partner Investment in any partnership Person or joint venture, purchase or otherwise acquire (ivin one transaction or a series of transactions) make any Acquisitionassets of any other Person constituting a business unit, except: (a) Investments in Cash Equivalent Investmentsand Cash Equivalents, subject to control agreements Control Agreements in favor of the Administrative Agent for the benefit of the Lenders Secured Parties or otherwise subject to a perfected security interest in favor of the Administrative Agent for the benefit of the LendersSecured Parties to the extent required under the Credit Documents; (b) Investments in Subsidiaries (other than Investments expressly permitted under paragraph (a) and (b) of this Section) existing as of on the Effective Datedate hereof and set forth on Schedule 6.6; (c) Investments by (i) Borrower in any Subsidiary which is a Credit Party or by any Subsidiary of Borrower in any Subsidiary which is a Credit Party or in Borrower; (ii) Holdings in Borrower; (iii) any Subsidiary that is not a Credit Party in any Subsidiary that is not a Credit Party and (iv) any Credit Party (other than Holdings) in a Subsidiary that is not a Credit Party not exceeding $10,000,000 in the aggregate for all Investments by Credit Parties in existence on the Effective Date and described in Schedule 6.20Subsidiaries that are not Credit Parties; (d) Investments Any Permitted Acquisition if, prior to and after giving effect to such Permitted Acquisition, (i) the Credit Parties and their respective Subsidiaries are in compliance with the covenants set forth in Section 6.11 on a Pro Forma Basis, as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.1(a) or (b) (or, prior to the delivery of any such financial statements, the Fiscal Quarter ended June 30, 2010) and (ii) no Default shall have occurred and be continuing; provided that (x) the Acquisition Consideration (excluding consideration consisting of loans (1) Equity Interests (other than Disqualified Equity Interests of Holdings) in Griffon, or, after a Permitted Change of Control Transaction, Holdings and (2) a direct or advances made indirect Cash equity contribution from Griffon to employees Holdings for the purpose of funding (in whole or in part) such Permitted Acquisition) for such Permitted Acquisition (or a series of related Permitted Acquisitions) does not exceed $100,000,000, (y) the aggregate Acquisition Consideration (excluding consideration consisting of (1) Equity Interests (other than Disqualified Equity Interests of Holdings) in Griffon, or, after a Permitted Change of Control Transaction, Holdings and (2) a direct or indirect Cash equity contribution from Griffon to Holdings for the purpose of funding (in whole or in part) such Permitted Acquisition) for all Permitted Acquisitions consummated after the Closing Date in reliance on this Section 6.6(d) does not exceed $300,000,000 and (z) the portion of the fair market value of the aggregate Acquisition Consideration (excluding consideration consisting of Equity Interests (other than Disqualified Equity Interests) in Griffon, or, after a Permitted Change of Control Transaction, Holdings) that is attributable to Investments in such Persons that are not Wholly-Owned Domestic Subsidiaries that become Guarantors at the time of such Loan Party on an arms-length basis Permitted Acquisition may not exceed $50,000,000 in the aggregate since the Closing Date, except to the extent such Investments are treated, at the time of such Permitted Acquisition, as Investments in such Persons pursuant to this Section 6.6 and such Investments are permitted to be made thereunder (other than pursuant to this clause (d) and Section 6.6(k)) at such time; (e) purchases of inventory and other property to be sold or used in the ordinary course of business; (f) any Restricted Payments expressly permitted by Section 6.7; (g) extensions of trade credit in the ordinary course of business; (h) Investments arising in connection with the incurrence of Indebtedness expressly permitted by Section 6.1(a); (i) Investments (including debt obligations) received in the ordinary course of business consistent by any Group Member in connection with past practices for travel the bankruptcy or reorganization of suppliers and entertainment expensescustomers and in settlement of delinquent obligations of, relocation costs and similar purposes up to a maximum other disputes with, customers and suppliers arising out of $250,000 to any employee and up to a maximum the ordinary course of $1,000,000 in the aggregate at any one time outstandingbusiness; (ej) Investments of any Group Member under Hedge Agreements expressly permitted hereunder; (k) 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 (other than the Acquisition); provided that such Investment was not made in connection with or anticipation of such Person becoming a Subsidiary; (l) Investments resulting from pledges and deposits referred to in paragraphs (iii) and (iv) of the definition of “Permitted Encumbrances”; (m) the forgiveness or conversion to equity of any Indebtedness expressly permitted by Section 6.1(a)(ii) subject to Sections 4.2(athe limitations in Section 6.6(c); (n) negotiable instruments and 4.4 of the Security Agreement, Investments comprised of notes payable, or stock or other securities issued by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts deposits held in the ordinary course of business, consistent with past practices, or acquired as a result of the bankruptcy or reorganization of such Account Debtor; (fo) additional in addition to Investments in Wholly-Owned Subsidiaries which are Loan Parties; (g) Permitted Acquisitions and the formation of Wholly-Owned Subsidiaries of the Borrower or PHI in connection with a Permitted Acquisition; (h) other otherwise expressly permitted by this Section, Investments not to exceed $10,000,000 exceeding in the aggregate at any time outstanding; (i) Investments in any existing or future, direct or indirect, Subsidiary which exists for the sole purpose of obtaining and holding a license which the Borrower deems necessary or advisable for its business; provided that (i) the total Investment in such Subsidiary does not exceed $100,000 in the aggregate for any one such Subsidiary or $200,000 in the aggregate for all such Subsidiaries and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be a Guarantor; (j) Investments in Unrestricted Subsidiaries not to exceed $20,000,000 in the aggregate at any time outstanding25,000,000; and (kp) the creation and capitalization of CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries and Investments in CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries including (i) the initial capitalization of CaptiveCo related to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) shall include the aggregate value of applicable insurance claims projected by Parent, the Borrower and their advisors to be filed in a future period), in each case, to be made in accordance with customary practice in the insurance industry and applicable laws, rules and regulationsAcquisition.

Investments and Acquisitions. No Loan Party (a) The Company will (i) 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, (ii) or to create any Subsidiary, (iii) Subsidiary or to become or remain a partner in any partnership or joint venture, or (iv) to make any AcquisitionAcquisition of any Person, except: (ai) Cash Equivalent Investments, subject to control agreements in favor of the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the Lenders; (bii) (x) Existing Investments in Subsidiaries existing as of the Effective Date; , but no increase in the amount thereof, (cy) other Investments in existence on the Effective Date and described in Schedule 6.20; (d) Investments consisting of loans or advances made to employees of such Loan Party on an arms-length basis 7.3, but no increase in the ordinary course of business consistent with past practices for travel original cash investment amount thereof, as reduced from time to time, and entertainment expenses, relocation costs and similar purposes up to a maximum of $250,000 to any employee and up to a maximum of $1,000,000 in the aggregate at any one time outstanding; (e) subject to Sections 4.2(a) and 4.4 of the Security Agreement, Investments comprised of notes payable, or stock or other securities issued by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business, consistent with past practices, or acquired as a result of the bankruptcy or reorganization of such Account Debtor; (fz) additional Investments in Wholly-Owned Subsidiaries which are Loan Partiesto the extent permitted under another clause of this Section 7.3(a) or under Section 7.3(b); (giii) Permitted Acquisitions Investments comprised of capital contributions (whether in the form of cash, a note, or other assets) to a Subsidiary or other special-purpose entity created solely to engage in a Qualified Receivables Transaction and to the formation of Wholly-Owned Subsidiaries of the Borrower or PHI extent required in connection with a Permitted Acquisitionsuch Qualified Receivables Transaction; (hiv) other Investments not to exceed $10,000,000 in Rate Management Transactions permitted by Section 7.9 and guaranties by the aggregate at any time outstandingCompany and its Subsidiaries of such Rate Management Obligations; (iv) Loans and advances permitted by Section 7.2; (vi) The creation of any new Domestic Subsidiaries that become Guarantors and any Investments therein or in any existing or future, direct or indirect, other Domestic Subsidiary which exists for the sole purpose of obtaining and holding a license which the Borrower deems necessary or advisable for its business; provided that (i) the total Investment in such Subsidiary does not exceed $100,000 in the aggregate for any one such Subsidiary or $200,000 in the aggregate for all such Subsidiaries and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be is a Guarantor; (jvii) The creation of any new Subsidiaries of Modine Holding GmbH and any Investments therein or in Unrestricted any other member of the Modine Holding Consolidated Group, provided that all such Investments are made solely by another member of the Modine Holding Consolidated Group; (viii) The creation of any other new Foreign Subsidiaries not to exceed $20,000,000 in the aggregate at permitted above and that are not Subsidiaries of Modine Holding GmbH and any time outstandingInvestments therein, provided that all such Investments are permitted under Section 7.3(b); (ix) Permitted Acquisitions; and (kx) Investments in Foreign Subsidiaries organized under the laws of the People’s Republic of China (“PRC”) solely to the extent required under any guaranty permitted under Section 7.5(j) hereof as may be necessary to ensure that the difference between (a) such Subsidiary’s registered capital and (b) the creation and capitalization total investment in such Subsidiary that is approved by the government of CaptiveCo by Parentthe PRC, as stated in the applicable Approval Certificate for Establishment of Enterprises with Foreign Investment in the PRC, is sufficient to cover all sums that the beneficiary of such guaranty is demanding or could demand under such guaranty if such Subsidiary were in default under any of the guaranteed obligations; provided that concurrently with, or from the proceeds of, such Investment, the Borrower or any of their respective Company shall cause such Subsidiary to repay in full such guaranteed obligations. (b) The Company and its Subsidiaries and Investments in CaptiveCo by Parentmay make other Investments, the Borrower or any of their respective Subsidiaries including provided that: (i) no Default or Unmatured Default exists at the initial capitalization of CaptiveCo related to the establishment thereof as a captive insurance company and/or time such Investment is made or would be caused thereby, and (ii) ongoing capital contributions by Parent, the Borrower aggregate amount of all such Investments plus the Acquisition Consideration paid or such Subsidiary as may be required to satisfy applicable capital requirements with incurred in respect to CaptiveCo of Permitted Acquisitions in any Fiscal Year: (which amounts described in this clause (iix) shall include not exceed $50,000,000 if the aggregate value of applicable insurance claims projected by Parent, pro forma Leverage Ratio after giving effect to such Investment or Acquisition is greater than or equal to 3.0:1.0; or (y) shall not be limited if the Borrower and their advisors pro forma Leverage Ratio after giving effect to be filed in a future period), in each case, to be made in accordance with customary practice in the insurance industry and applicable laws, rules and regulationssuch Investment or Acquisition is less than 3.0:1.0.

Investments and Acquisitions. No The Loan Party Parties will (i) 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, (ii) create any Subsidiary, (iii) become or remain a partner in any partnership or joint venture, or (iv) make any Acquisition, except: except for (a) Cash and Cash Equivalent Investments, subject to control agreements in favor of the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the Lenders; (b) Investments in Subsidiaries existing as existence on the Closing Date set forth on Schedule 5 and any modification, replacement, renewal, reinvestment or extension thereof (to the extent not representing an increase in the aggregate amount of the Effective Date; such Investment unless otherwise permitted hereunder), (c) other Investments in existence any Acquisition for which the aggregate purchase price therefor does not exceed twenty-five percent (25%) of Consolidated Net Worth as reflected on the Effective Date Loan Parties’ most recently submitted Compliance Certificate; provided, after giving pro forma effect to such Acquisition, (i) no Default or Unmatured Default has occurred and described is continuing or would result therefrom and (ii) the Loan Parties and their Subsidiaries are in Schedule 6.20; compliance with the financial covenants in Section 6.19, (d) Investments consisting by Loan Parties in other Loan Parties, (e) Investments by Persons that are not Loan Parties in Persons that are not Loan Parties, (f) Investments by Loan Parties in Subsidiaries that are not Loan Parties in an aggregate amount not to exceed the greater of loans $200,000,000 and twenty percent (20%) of Consolidated Net Worth as reflected on the Loan Parties’ most recently submitted Compliance Certificate; provided, after giving pro forma effect to such Investment, (i) no Default or advances made Unmatured Default has occurred and is continuing or would result therefrom and (ii) the Loan Parties and their Subsidiaries are in compliance with the financial covenants in Section 6.19, (g) Investments by Subsidiaries that are not Loan Parties in Loan Parties, (h) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers or upon the foreclosure with respect to employees any secured Investment or other transfer of such Loan Party on an arms-length basis title with respect to any secured Investment, (i) Investments in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum consisting of $250,000 to any employee and up to a maximum of $1,000,000 in the aggregate at any one time outstanding; (e) subject to Sections 4.2(a) and 4.4 of the Security Agreement, Investments comprised of notes payable, or stock or other securities issued by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business, consistent with past practices, or acquired as a result of the bankruptcy or reorganization of such Account Debtor; (f) additional Investments in Wholly-Owned Subsidiaries which are Loan Parties; (g) Permitted Acquisitions and the formation of Wholly-Owned Subsidiaries of the Borrower or PHI in connection with a Permitted Acquisition; (h) other Investments not to exceed $10,000,000 in the aggregate at any time outstanding; (i) Investments in any existing or future, direct or indirect, Subsidiary which exists for the sole purpose of obtaining and holding a license which the Borrower deems necessary or advisable for its business; provided that (i) the total Investment in such Subsidiary does not exceed $100,000 in the aggregate for any one such Subsidiary or $200,000 in the aggregate for all such Subsidiaries and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be a Guarantor; (j) Investments in Unrestricted Subsidiaries not to exceed $20,000,000 in the aggregate at any time outstanding; and (k) the creation and capitalization of CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries and Investments in CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries including (i) the initial capitalization of CaptiveCo related to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) shall include the aggregate value of applicable insurance claims projected by Parent, the Borrower and their advisors to be filed in a future period), in each case, to be made in accordance with customary practice in the insurance industry and applicable laws, rules and regulations.Uniform Commercial Code

Investments and Acquisitions. No Loan Party The Borrower will (i) 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, (ii) create any Subsidiary, (iii) become or remain a partner in any partnership or joint venture, or (iv) make any Acquisition, except: except for (a) Cash and Cash Equivalent Investments, subject to control agreements in favor of the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the Lenders; (b) Investments in Subsidiaries existing as existence on the Closing Date set forth on Schedule 5 and any modification, replacement, renewal, reinvestment or extension thereof (to the extent not representing an increase in the aggregate amount of the Effective Date; such Investment unless otherwise permitted hereunder), (c) other Investments in existence any Acquisition Investment for which the aggregate purchase price therefor does not exceed fifteen percent (15%) of Consolidated Tangible Net Worth as reflected on the Effective Date Borrower’s most recently submitted Compliance Certificate; provided, after giving pro forma effect to such Acquisition Investment, (i) no Default or Unmatured Default has occurred and described is continuing or would result therefrom and (ii) the Borrower and its Subsidiaries are in Schedule 6.20; compliance with the financial covenants in Section 6.19, (d) Investments consisting by Loan Parties in other Loan Parties, (e) Investments by Persons that are not Loan Parties in Persons that are not Loan Parties, (f) Investments by Loan Parties in Subsidiaries that are not Loan Parties in an aggregate amount not to exceed the greater of loans $26,400,000 and four percent (4%) of Consolidated Total Assets, (g) Investments by Subsidiaries that are not Loan Parties in Loan Parties, (h) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or advances made reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers or upon the foreclosure with respect to employees any secured Investment or other transfer of such Loan Party on an arms-length basis title with respect to any secured Investment, (i) Investments in the ordinary course of business consistent with past practices consisting of Uniform Commercial Code Article 3 endorsements for travel and entertainment expensescollection or deposit, relocation costs and similar purposes up (j) advances of payroll payments to a maximum of $250,000 to any employee and up to a maximum of $1,000,000 in the aggregate at any one time outstanding; (e) subject to Sections 4.2(a) and 4.4 of the Security Agreement, Investments comprised of notes payable, or stock or other securities issued by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts employees in the ordinary course of business, consistent with past practices, or acquired as a result of the bankruptcy or reorganization of such Account Debtor; (fk) additional Investments in Wholly-Owned Subsidiaries which are Loan Parties; Swap Agreements, (gl) Permitted Acquisitions Investments constituting deposits, prepayments and other credits to suppliers made in the formation ordinary course of Wholly-Owned Subsidiaries business of the Borrower and its Subsidiaries, (m) deposits of cash made in the ordinary course of business to secure performance of operating leases, (n) Investments held by any Person who is acquired after the Closing Date pursuant to an Investment permitted hereunder, to the extent that such Investments were not made in contemplation of, or PHI in connection with, such Investment and were in existence on the date of such Investment, (o) a Subsidiary of the Borrower may be established or created (but not capitalized unless otherwise permitted under this Section 6.14), (p) pawn transactions, pawn loans and other consumer loans or participations therein in the ordinary course of the day to day business of the Borrower and its Subsidiaries, (q) Investments necessary to consummate any Foreign Restructuring consisting of the contribution of the stock of a Foreign Subsidiary to another Foreign Subsidiary; provided, that immediately after giving effect to such transfer, the Agent has received a pledge of all stock required by Section 6.20, (r) Guarantees consisting of letters of credit issued in connection with a Permitted Acquisition; the CSO Program, (hs) promissory notes and other non-cash consideration received in connection with dispositions permitted by Section 6.13, (t) Investments and other acquisitions to the extent that payment for such Investments is made solely with Equity Interests of the Borrower that are not Disqualified Equity Interests and (u) other Investments in an aggregate amount not to exceed the greater of $10,000,000 in the aggregate at any time outstanding; 13,200,000 and two percent (i2.0%) Investments in any existing or future, direct or indirect, Subsidiary which exists for the sole purpose of obtaining and holding a license which the Borrower deems necessary or advisable for its business; provided that (i) the total Investment in such Subsidiary does not exceed $100,000 in the aggregate for any one such Subsidiary or $200,000 in the aggregate for all such Subsidiaries and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be a Guarantor; (j) Investments in Unrestricted Subsidiaries not to exceed $20,000,000 in the aggregate at any time outstanding; and (k) the creation and capitalization of CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries and Investments in CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries including (i) the initial capitalization of CaptiveCo related to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) shall include the aggregate value of applicable insurance claims projected by Parent, the Borrower and their advisors to be filed in a future period), in each case, to be made in accordance with customary practice in the insurance industry and applicable laws, rules and regulationsConsolidated Total Assets.

Investments and Acquisitions. No Loan Party The Borrower will (i) 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, (ii) create any Subsidiary, (iii) or to become or remain a partner in any partnership or joint venture, or (iv) to make any AcquisitionAcquisition of any Person, except: (ai) Cash Equivalent Investments. (ii) Alternate Cash Equivalent Investments; provided, subject to control agreements in favor however, that the principal amount of such Alternate Cash Equivalent Investments shall at no time exceed 35% of the Agent for sum of (a) the benefit principal amount of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the Lenders; outstanding Cash Equivalent Investments and (b) the principal amount of outstanding Alternate Cash Equivalent Investments. (iii) Existing Investments in Subsidiaries existing as of the Effective Date; (c) and other Investments in existence on the Effective Date and described in Schedule 6.20;6.14. (div) Investments consisting made after the Effective Date in Persons which are Subsidiaries, provided that immediately after giving effect to each Investment made pursuant to this section Investments in Foreign Subsidiaries and non-Wholly-Owned Subsidiaries (other than Investments disclosed on Schedule 6.14) shall not exceed in the aggregate 10% of loans Consolidated Net Worth (determined as of the most recent fiscal quarter end for which financial statements have been provided pursuant to Section 6.1(i) or advances made (ii)). (v) Acquisitions after the Effective Date 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 (i) the Non-Equity Consideration for any such Acquisition shall not exceed $30,000,000, and the aggregate Non-Equity Consideration for all such Acquisitions in any twelve-month period shall not exceed $40,000,000; (ii) after giving effect to employees such Acquisition, the Borrower shall be in compliance with its covenants hereunder, and on a pro forma basis, the Borrower would be in compliance therewith for the previous four fiscal quarters and for any Acquisition with aggregate Non-Equity Consideration in excess of $5,000,000, the Borrower shall have delivered to the Administrative Agent a certificate executed by an Authorized Officer setting forth the calculations demonstrating such Loan Party compliance and (iii) both before and after giving effect to such acquisition no Default exists (each such entity, an "Acquired Company"). Notwithstanding the foregoing, no Acquisition shall be permitted pursuant to this Subsection 6.14(v) if, after giving effect thereto, the aggregate amount of all Non-Equity Consideration paid in respect of Acquisitions otherwise permitted by this clause (v) plus the value of common stock of the Borrower included in the consideration for such Acquisitions would exceed either $75,000,000 in any twelve (12) month period or $150,000,000 for the period commencing on an arms-length basis the Effective Date and ending on the Facility Termination Date. (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 other disputes with customers and suppliers arising in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $250,000 to any employee and up to a maximum of $1,000,000 in the aggregate at any one time outstanding; (e) subject to Sections 4.2(a) and 4.4 of the Security Agreement, Investments comprised of notes payable, or stock or other securities issued of a de minimis value. (viii) Loans to the trustee of the trust fund ("Trust") identified in Section 2.1(hh) of the Viad Corp Employees' Stock Ownership Plan, effective June 1, 1989 and restated January 1, 2004, to pay in full the outstanding principal amount due by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to settlement the Trust on the 1995 Series A and B loans from Wachovia Bank of such Account Debtor’s Accounts North Carolina, N.A. in the ordinary course amount of business, consistent with past practices, or acquired as a result of the bankruptcy or reorganization of such Account Debtor; (f) additional Investments in Wholly-Owned Subsidiaries which are Loan Parties; (g) Permitted Acquisitions $7,165,322.21 and the formation of Wholly-Owned Subsidiaries of the Borrower or PHI in connection with a Permitted Acquisition; (h) other Investments not to exceed $10,000,000 in the aggregate at any time outstanding; (i) Investments in any existing or future, direct or indirect, Subsidiary which exists for the sole purpose of obtaining and holding a license which the Borrower deems necessary or advisable for its business; provided that (i) the total Investment in such Subsidiary does not exceed $100,000 in the aggregate for any one such Subsidiary or $200,000 in the aggregate for all such Subsidiaries and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be a Guarantor; (j) Investments in Unrestricted Subsidiaries not to exceed $20,000,000 in the aggregate at any time outstanding; and (k) the creation and capitalization of CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries and Investments in CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries including (i) the initial capitalization of CaptiveCo related to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) shall include the aggregate value of applicable insurance claims projected by Parent, the Borrower and their advisors to be filed in a future period), in each case, to be made in accordance with customary practice in the insurance industry and applicable laws, rules and regulations6,269,667.79 respectively.

Investments and Acquisitions. No Loan Party The Company will (i) 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, (ii) create any Subsidiary, (iii) become or remain a partner in any partnership or joint venture, or (iv) to make any AcquisitionAcquisition of any Person, except: (ai) Investments in cash and Cash Equivalent Investments, subject to control agreements in favor of the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the LendersEquivalents; (bii) Investments in Subsidiaries existing as the Company and its 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 (ii) exceed the Effective Dateamount of cash and Cash Equivalents received by a Loan Party on or after the Closing Date from one or more External Subsidiaries; provided that the outstanding principal amount of Investments made in reliance on clause (ii) shall be (without duplication) reduced by the amount of capital returned (exclusive of items reflected in Consolidated Net Income) to a Loan Party from any such Investments made in reliance on such clause, which reductions may not exceed in aggregate amount the amount originally invested; (ciii) other Investments in existence existing on the Effective Closing Date and described in set forth on Schedule 6.206.15; (div) other intercompany Investments made by a Loan Party or an External Subsidiary in a Loan Party or an External Subsidiary in connection with bona fide cash management activities that are consistent with past practice; (v) [reserved]; (vi) [reserved]; (vii) 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; (viii) Investments received in settlement of amounts due to the Company or any Subsidiary effected in the ordinary course of business; (ix) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, other Investments; 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 $20,000,000 at any time; (x) Investments by the Company or any of its Subsidiaries in exchange for consideration consisting only of Capital Stock (other than Disqualified Equity Interests) of the Company or Net Cash Proceeds of a substantially concurrent sale of Capital Stock (other than Disqualified Equity Interests) of the Company; (xi) Investments by the Company or any of its Subsidiaries in payroll, commission, travel and similar advances to 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; (xii) Investments by the Company or any of its Subsidiaries in the form of loans or advances made to employees employees, officers or directors of such Loan Party on an arms-length basis the Company or any Subsidiary (A) in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up or (B) in an aggregate amount not to a maximum of exceed $250,000 to any employee and up to a maximum of $1,000,000 in the aggregate 5,000,000 at any one time outstandingoutstanding to fund the purchase of Capital Stock of the Company by such Persons; (exiii) subject 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 Sections 4.2(aexceed the amount of compensation expense recognized by the Company and its Subsidiaries in connection with such plans; (xiv) receivables owing to the Company or any Subsidiary and 4.4 extensions of the Security Agreement, Investments comprised of notes payable, or stock or other securities issued by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts trade credit in the ordinary course of business, consistent with past practices, or acquired as a result of the bankruptcy or reorganization of such Account Debtor; (fxv) additional Investments in Wholly-Owned Subsidiaries which are Loan Parties; (g) Permitted Acquisitions and by the formation of Wholly-Owned Subsidiaries of the Borrower Company or PHI any Subsidiary in connection with a Permitted AcquisitionDesignated Joint Venture Transaction; (hxvi) Investments consisting of licensing, sublicensing or contribution of intellectual property pursuant to joint marketing arrangements with other Investments not to exceed $10,000,000 Persons, in each case in the aggregate at any time outstanding; (i) Investments in any existing or future, direct or indirect, Subsidiary which exists for the sole purpose ordinary course of obtaining and holding a license which the Borrower deems necessary or advisable for its business; provided that such licensing, sublicensing or contribution of intellectual property is either (ix) on a non-exclusive basis or (y) exclusive only within the total Investment in such Subsidiary does not exceed $100,000 in the aggregate for any one such Subsidiary or $200,000 in the aggregate for all such Subsidiaries and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be a Guarantorgranted territory; (jxvii) Investments any Investment consisting of cash deposits (including escrowed deposits) pursuant to binding commitments of the Company or its Subsidiaries in Unrestricted Subsidiaries effect with respect to (A) issuances or refinancings of Indebtedness otherwise permitted hereunder and (B) Acquisitions permitted hereunder and not to exceed $20,000,000 in the aggregate at any time outstandingyet consummated; and (kxviii) prepaid expenses, negotiable instruments held for collection, lease, utility, workers’ compensation, performance and other similar deposits provided to third parties in the creation ordinary course of business. Notwithstanding the foregoing, at the option of the Company by written notice to the Administrative Agent, any Investment that is or is in connection with a Limited Condition Transaction shall be deemed to have been incurred on the date the definitive acquisition agreement relating to such Limited Condition Transaction was entered into (and capitalization not at the time such Limited Condition Transaction is consummated) and any applicable no Default or Event of CaptiveCo Default tests shall be tested in connection with such incurrence, as of the date the definitive acquisition agreement relating to such Limited Condition Transaction was entered into, giving pro forma effect to such Limited Condition Transaction, to any Investment, and to all transactions in connection therewith. Any Investment in any Person other than a Loan Party that is otherwise permitted by Parentthis 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 of Investments pursuant to any clause 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 the making thereof, and without giving effect to any subsequent write-downs or write-offs thereof. For purposes of determining compliance with this Section 6.15, if an Investment meets, in whole or in part, the Borrower criteria of one or more of the categories of Investments (or any of their respective Subsidiaries and Investments portion thereof) permitted in CaptiveCo by Parentthis Section 6.15, the Borrower Company may, in its sole discretion, classify or divide (and reclassify and redivide) such Investment (or any portion thereof) in any manner that complies with this Section 6.15 and will be entitled to only include the amount and type of their respective Subsidiaries including such Investment (ior any portion thereof) in one of the initial capitalization of CaptiveCo related above clauses and such Investment will be treated as being incurred or existing pursuant to only such clause or clauses (or any portion thereof). Notwithstanding the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parentforegoing, the Borrower or such Subsidiary as no Investment may be required to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) shall include made by a Loan Party after the aggregate value of applicable insurance claims projected by Parentdate hereof that results, the Borrower and their advisors to be filed in a future period)directly or indirectly, in each case, to be made in accordance with customary practice in the insurance industry and applicable laws, rules and regulationsany Person that is not a Loan Party owning or holding Material Intellectual Property.

Investments and Acquisitions. No Loan Party The Borrower will (i) not, and will not permit any of its Subsidiaries to, make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, (ii) create any Subsidiary, (iii) become or remain a partner Investment in any partnership Person or joint venture, purchase or otherwise acquire (ivin one transaction or a series of transactions) make any Acquisitionassets of any other Person constituting a business, except: (a) Cash Equivalent Investments, subject to control agreements in favor of the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the LendersEquivalents; (b) Investments in Subsidiaries (other than Investments permitted under clauses (a) and (c) of this Section) existing as of on the Effective Datedate hereof and set forth on Schedule 7.06; (c) (i) Investments by any Loan Party in any other Loan Party; and (ii) Investments by the Borrower or any Subsidiary in existence on any Subsidiary that is not a Loan Party; provided that that the Effective Date and described aggregate amount of Investments by the Loan Parties in Schedule 6.20Subsidiaries that are not Loan Parties under clause (ii) above, together with the aggregate principal amount of Indebtedness owing to the Loan Parties incurred under Section 7.01(c)(ii), shall not exceed $5,000,000; (d) Investments consisting of loans or advances made to employees of such Loan Party on an arms-length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $250,000 to any employee and up to a maximum of $1,000,000 in the aggregate at any one time outstandingIndebtedness permitted by Section 7.01; (e) subject purchases of inventory and other property to Sections 4.2(a) and 4.4 of the Security Agreement, Investments comprised of notes payable, be sold or stock or other securities issued by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts used in the ordinary course of business, consistent with past practices, or acquired as a result of the bankruptcy or reorganization of such Account Debtor; (f) additional Investments in Wholly-Owned Subsidiaries which are Loan Partiesthe Public Consulting Group Acquisition; (g) Permitted Acquisitions and after the formation of Wholly-Owned Subsidiaries of date hereof by the Borrower or PHI in connection with a Permitted Acquisition; (h) any other Investments not to exceed $10,000,000 in the aggregate at any time outstanding; (i) Investments in any existing or future, direct or indirect, Subsidiary which exists for the sole purpose of obtaining and holding a license which the Borrower deems necessary or advisable for its businessLoan Party; provided that (i) the total Investment aggregate consideration (including assumed Indebtedness, but excluding consideration in the form of Capital Stock of the Borrower) for all such Subsidiary does Acquisitions shall not exceed $100,000 10,000,000 in any fiscal year and $25,000,000 in the aggregate for any one such Subsidiary or $200,000 in the aggregate for all such Subsidiaries and aggregate, (ii) if such Acquisition is an acquisition of Capital Stock of any Person, such Acquisition shall not be opposed by the failure board of directors (or similar governing body) of such Person, (iii) no Default shall have then occurred and be continuing or would result therefrom, (iv) the requirements of Section 6.11 applicable to have such license could reasonably Acquisition shall be expected satisfied, (v) after giving effect to have such Acquisition on a Material Adverse Effectpro forma basis as if such Acquisition had occurred on the first day of the most recent period of four consecutive fiscal quarters, the Subsidiary holding Borrower would be in pro forma compliance with the Consolidated Leverage Ratio under Section 7.11(a) and (vi) prior to the consummation of each such license Acquisition, the Administrative Agent shall be have received a Guarantor; certificate of a Responsible Officer setting forth the calculations required to determine compliance with clause (jv) Investments above and certifying that the conditions set forth in Unrestricted Subsidiaries not this clause (g) with respect to exceed $20,000,000 in the aggregate at any time outstandingsuch Acquisition have been satisfied; and (kh) the creation and capitalization of CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries and other Investments in CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries including an aggregate amount (ivalued at cost) the initial capitalization of CaptiveCo related to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) shall include the aggregate value of applicable insurance claims projected by Parent, the Borrower and their advisors to be filed in a future period), in each case, to be made in accordance with customary practice in the insurance industry and applicable laws, rules and regulationsnot exceeding $1,000,000.

Investments and Acquisitions. (a) No Loan Party Xerox Group Company will make or acquire any Investment (excluding Business Acquisitions which shall be governed by Section 6.06(b)) in any Person other than: (i) make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, Permitted Investments; (ii) create Investments existing on the date hereof, any Subsidiaryextension or renewal thereof that does not increase the principal amount thereof (other than to reflect any accrued interest, dividends or other amounts with respect thereto and any expenses incurred in connection with such extension or renewal) and conversions of any such debt Investments into equity Investments and contributions or other transfers of such Investments to any Xerox Company (other than for cash); (iii) become or remain a partner Investments in any partnership or joint venture, or Domestic Credit Party (including any Person that becomes a Domestic Credit Party concurrently with the making of such Investment); (iv) make Investments made by Xerox or any AcquisitionDomestic Subsidiary directly or indirectly in any Subsidiary that is not a Guarantor in order to enable such Subsidiary’s aggregate Cash Balance to be sufficient to meet its Ordinary Course Needs and extensions and renewals of any such Investments that do not increase the principal amount thereof (other than to reflect any accrued interest, except: dividends and other amounts with respect thereto and any expenses incurred in connection with such extension or renewal) and the transfer or other contribution of any such Investment to any Xerox Company (a) Cash Equivalent Investments, subject to control agreements in favor of the Agent other than for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the Lenderscash); (bv) Investments in Subsidiaries existing as a Subsidiary the Equity Interests of which are not 100% owned directly or indirectly by Xerox in order to (A) maintain Xerox’s present direct or indirect ownership percentage in such Subsidiary in the event of a mandatory capital call or (B) acquire all or a portion of the Effective Dateminority interest in such Subsidiary, provided that all Investments made pursuant to this clause (B) in Subsidiaries that have not at any time become 100% directly or indirectly owned by Xerox and all Restricted Payments made pursuant to Section 6.09(x) shall not exceed $75,000,000 in the aggregate; (cvi) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers, suppliers or other Investments Persons, in existence on each case in the Effective Date and described in Schedule 6.20ordinary course of business; (dvii) Investments directly or indirectly in (A) Permitted Joint Ventures, (B) Third-Party Vendor Financing Subsidiaries, (C) XCE and Finance SPEs in connection with issuances of Capital Markets Debt or Equity Interests by such Persons or (D) any Subsidiary in connection with the Third-Party Vendor Financing Program or a Qualified Receivables Transaction, provided that (x) in each case, any such Investments consisting of loans Guarantees secured by Liens shall only be permitted to the extent such Liens are permitted pursuant to Section 6.01 and (y) the aggregate amount of the Investment made by any Xerox Company in such Persons in connection with any such transaction entered into in reliance on clause (C) above shall not exceed the aggregate amount of cash proceeds received by such Xerox Company from such transaction. (viii) Investments made by any Xerox Company as a result of consideration received in connection with any Transfer of assets not prohibited by Section 6.07; (ix) Investments in connection with pledges, deposits, payments or advances performance bonds made to employees of such Loan Party on an arms-length basis or given in the ordinary course of business consistent in connection with past practices for travel and entertainment expensesor to secure statutory, relocation costs and regulatory or similar purposes up to a maximum of $250,000 to any employee and up to a maximum of $1,000,000 in the aggregate at any one time outstandingobligations, including obligations under insurance, health, disability, safety or environmental obligations; (ex) subject payroll, travel and similar advances to Sections 4.2(a) and 4.4 of cover matters that are expected at the Security Agreement, Investments comprised of notes payable, or stock or other securities issued by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to settlement time of such Account Debtor’s Accounts advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business, consistent with past practices, or acquired as a result of the bankruptcy or reorganization of such Account Debtor; (fxi) additional Investments relating to purchase or acquisition of products from vendors, manufacturers or suppliers in Wholly-Owned Subsidiaries which are Loan Partiesthe ordinary course of business; (gxii) Permitted Acquisitions and the formation of Wholly-Owned Subsidiaries of the Borrower or PHI Investments in connection an amount taken together with a Permitted Acquisition; (h) all other Investments made pursuant to this Section 6.06(a)(xii) (other than those made with Qualified Capital Stock) not to exceed $10,000,000 750,000,000 in the aggregate at any time outstanding; (ixiii) Investments by (A) Foreign Subsidiaries in other Foreign Subsidiaries and (B) non-Credit Parties in other non-Credit Parties that are Subsidiaries or in Overseas Borrowers; (xiv) the funding of any obligation in connection with transactions permitted by Sections 6.10(h) and 6.10(i); (xv) Investments received as part of a redemption or payment of or for, as a dividend on, or distribution in respect of, other Investments permitted by this Section 6.06 and contributions or other transfers of such Investments to any Xerox Company (other than for cash); (xvi) the issuance of letters of credit, including Letters of Credit under this Agreement, as support for the obligations of Ridge Re; (xvii) Investments in any existing Qualified Capital Stock in connection with transactions permitted by Section 6.10(h) or future, direct 6.10(i) or indirect, the replacement of XCI Class B Shares with Qualified Capital Stock of Xerox; (xviii) Investments by a Domestic Credit Party in a Foreign Subsidiary which exists for to the sole purpose extent the amount of obtaining and holding a license which such Investment is directly or indirectly returned or repaid to such Domestic Credit Party in each case within 10 Business Days of the Borrower deems necessary or advisable for its business; provided initial Investment; (xix) other Investments in an aggregate amount that (i) the total Investment in such Subsidiary does not exceed $100,000 in the aggregate for any one such Subsidiary or $200,000 in the aggregate for all such Subsidiaries and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be a Guarantor; (j) Investments in Unrestricted Subsidiaries not to exceed $20,000,000 in the aggregate at any time outstandingRestricted Payments Basket Amount; and (kxx) other Investments made at any time the creation and capitalization of CaptiveCo by ParentInvestment Covenant Intermediate Ratings Condition is satisfied, provided that if at any subsequent time the Borrower or Investment Covenant Intermediate Ratings Condition is no longer satisfied, any of their respective Subsidiaries and Investments in CaptiveCo by Parent, made while the Borrower or any of their respective Subsidiaries including (i) the initial capitalization of CaptiveCo related Investment Covenant Intermediate Ratings Condition was satisfied shall be subject to the establishment thereof as a captive insurance company and/or Reinstatement Methodology. (iib) ongoing capital contributions by ParentNo Xerox Group Company will make any Business Acquisition unless Xerox shall be in compliance with the covenants in Sections 6.03 and 6.04, and to the Borrower or extent applicable at the time of the consummation of such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) shall include the aggregate value of applicable insurance claims projected by Parentacquisition, the Borrower Sections 6.13 and their advisors to be filed in a future period)6.14, in each caseall cases as of the most recent date for compliance prior to the date of such acquisition and after giving effect on a pro forma basis to such acquisition, and Xerox shall have delivered to be made the Administrative Agent, on or prior to the date of the consummation of such Business Acquisition, a report of a Financial Officer of Xerox showing calculations in accordance with customary practice in the insurance industry and applicable lawsreasonable detail, rules and regulationsdemonstrating such compliance.

Investments and Acquisitions. No Loan Party The Company will (i) not, nor will it permit any Restricted Subsidiary to, make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, (ii) create any Subsidiary, (iii) become or remain a partner in any partnership or joint venture, or (iv) to make any AcquisitionFuture Acquisition of any Person, except: (ai) Investments in cash and Cash Equivalent Investments, subject to control agreements in favor of the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the LendersEquivalents; (bii) Investments in Subsidiaries existing as of the Effective DateCompany and the Guarantors; (ciii) other (a) Investments in existence on the Effective Date and described (b) so long as no Default or Unmatured Default has occurred and is continuing or would be caused thereby, Investments in Schedule 6.20an SPC in connection with a Permitted Securitization and in an aggregate outstanding amount for this clause (b) not to exceed (x) 10% of the aggregate principal amount of Indebtedness permitted to be incurred in respect of Permitted Securitizations plus (y) the aggregate amount of accounts and notes receivables and related rights and property transferred to an SPC in connection with Permitted Securitizations plus (z) the aggregate amount of capital contributions and loans made or deemed made by the transferor to the SPC in respect of a portion of the purchase price for such transferred assets not paid in cash; (div) Investments consisting of loans or advances made to employees of such Loan Party on an arms-length basis by Foreign Subsidiaries that are not Foreign Subsidiary Borrowers in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $250,000 to any employee and up to a maximum of $1,000,000 in the aggregate at any one time outstandingother Foreign Subsidiaries that are Restricted Subsidiaries; (ev) subject the Company and its Restricted Subsidiaries may make intercompany loans between and among one another (including through cash pooling arrangements) (collectively, “Intercompany Loans”); provided that at no one time shall the aggregate outstanding principal amount of all net Intercompany Loans made in reliance on this clause (v) by Loan Parties to Sections 4.2(aExternal Subsidiaries or by Domestic Loan Parties to Foreign Loan Parties, exceed the Dollar Equivalent Amount of $75,000,000 (determined without regard to any write-downs or write-offs of such Intercompany Loans) and 4.4 no Intercompany Loan shall be permitted under this clause (v) if a Default or Unmatured Default has occurred and is continuing or would be caused thereby; (vi) Investments received as part of the Security Agreement, Investments comprised settlement of notes payable, litigation or stock or other securities issued by Account Debtors in satisfaction of extensions of credit to such Loan Party any Person pursuant to negotiated agreements with respect to the reorganization, bankruptcy or liquidation of such Person or a good faith settlement of debts with such Account Debtor’s Accounts Person; (vii) Investments received in settlement of amounts due to the Company or any Restricted Subsidiary effected in the ordinary course of business, consistent with past practices, or acquired as a result of the bankruptcy or reorganization of such Account Debtor.; (fviii) additional so long as no Default or Unmatured Default has occurred and is continuing or would be caused thereby, other Investments provided that the aggregate amount of such Investments made (net of any return in Wholly-Owned Subsidiaries which are Loan Partiescash (including via book entry) of the principal amount thereof) in any consecutive four fiscal quarter period does not exceed 10% of Total Tangible Assets as of the beginning of such period, as set forth on the consolidated balance sheet of the Company included in the financial statements of the Company delivered pursuant to Section 6.1(i) or (ii) for the most recently ended fiscal quarter (or fiscal year if such fiscal quarter is the fourth fiscal quarter of the Company’s fiscal year) prior to such period; (gix) Permitted Acquisitions so long as no Default or Unmatured Default has occurred and the formation of Wholly-Owned Subsidiaries of the Borrower is continuing or PHI in connection with a Permitted Acquisition; would be caused thereby, any (h1) other Investments not to exceed $10,000,000 in the aggregate at any time outstanding; Future Acquisition or (i2) Investments in any existing or futureby Restricted Subsidiaries to effect the acquisition or redemption of Equity Interests of AEVI International GmbH by the Company and/or its Restricted Subsidiaries from the minority owners of such joint venture, direct or indirect, Subsidiary which exists for the sole purpose of obtaining and holding a license which the Borrower deems necessary or advisable for its business; provided that (i) the total Investment in such Subsidiary does not exceed $100,000 in the aggregate for any one such Subsidiary or $200,000 in the aggregate for all such Subsidiaries and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be a Guarantor; (j) Investments in Unrestricted Subsidiaries not to exceed $20,000,000 in the aggregate at any time outstanding; and (k) the creation and capitalization of CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries and Investments in CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries including (i) the initial capitalization of CaptiveCo related to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) shall include the aggregate value of applicable insurance claims projected by Parent, the Borrower and their advisors to be filed in a future period)so long as, in each case, (A) in the case of the acquisition of Persons that do not become Guarantors or acquired property or assets that is not acquired by the Company or a Guarantor the aggregate amount of consideration in respect of such Persons that do not become Guarantors or acquired property or assets that is not acquired by the Company or a Guarantor (including without limitation any payments in cash, Capital Stock or other consideration, any direct or deferred payments (to the extent such deferred payments should be made shown as a liability on a balance sheet of the Company and its Restricted Subsidiaries in accordance with customary practice GAAP) and the amount of any Indebtedness (other than Letters of Credit incurred in the insurance industry ordinary course of business) assumed pursuant to such Future Acquisition) paid or payable by the Company or any Restricted Subsidiary in connection with any such Future Acquisition and applicable lawsany Investments described in clause (2) above, rules to the extent pursuant to this clause (ix) does not exceed the greater of $100,000,000 and regulations.2.5% of Total Tangible Assets as shown on or determined in accordance with the most recent financial statements of the Company delivered pursuant to Section 6.1(i) or (ii), (B) such Future Acquisition and any Investment described in clause (2) above, in each case, is not a Hostile Acquisition and

Investments and Acquisitions. No Loan Party will (i) 9.4.1 Neither the Borrower nor any Subsidiary shall directly or indirectly, make or suffer permit to exist or enter into any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), agreement to make any Investment or commitments therefor, (ii) create any Subsidiary, (iii) become or remain a partner in any partnership or joint venture, or (iv) make any Acquisition, exceptexcept the Borrower or any Subsidiary may: (a) Cash Equivalent Investmentspurchase marketable, subject to control agreements in favor direct obligations of the Agent for the benefit United States of America, its agencies and instrumentalities maturing within three hundred sixty-five (365) days of the Lenders or otherwise subject to a perfected security interest in favor date of the Agent for the benefit of the Lenderspurchase; (b) Investments in Subsidiaries existing as purchase commercial paper maturing within two hundred seventy (270) days from the date of the Effective Dateoriginal issue thereof, issued by corporations, each of which corporations shall have a net worth of at least $500 million and each of which corporations conducts a substantial part of its business in the United States of America, and which commercial paper, at the time of acquisition, has a published rating of not less than P-1 by Moody's Investors Service, Inc. or X-0 xx Standard & Poor's Rating Group; (c) other Investments in existence on purchase bankers' acceptances, and certificates of deposit maturing within three hundred sixty-five (365) days of the Effective Date date of purchase which are issued by, or time deposits maintained with, Eligible Institutions and described in Schedule 6.20which have the highest rating by Moody's Investors Service, Inc. xx Xxxndard & Poor's Rating Group; (d) make loans to the Borrower, and make loans and capital contributions and make and maintain other Investments consisting in Subsidiaries except as expressly prohibited by the terms of loans or advances made this Agreement (including, without limitation, those provisions that require all Subsidiaries of the Borrower to employees be direct, wholly-owned Subsidiaries of such Loan Party on an arms-length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $250,000 to any employee and up to a maximum of $1,000,000 in the aggregate at any one time outstandingBorrower); (e) subject to Sections 4.2(a) and 4.4 of the Security Agreement, Investments comprised of notes payable, or stock or other securities issued by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business, consistent with past practices, or acquired as a result of the bankruptcy or reorganization of such Account Debtor;[intentionally omitted] (f) additional Investments invest in Wholly-Owned Subsidiaries which are Loan PartiesInterest Rate Protection Agreements required or permitted by Section 8.5 hereof; (g) Permitted Acquisitions and the formation of Wholly-Owned Subsidiaries of the Borrower or PHI in connection maintain operating deposits with a Permitted Acquisitionbanks; (h) other Investments not to exceed $10,000,000 make advances and loans made in the ordinary course to employees and directors of the Borrower and the Subsidiaries not exceeding an aggregate principal amount of $500,000 at any one time outstandingoutstanding for all such advances and loans; (i) Investments make Acquisitions in any existing or future, direct or indirect, Subsidiary which exists for the sole purpose of obtaining and holding a license which the Borrower deems necessary or advisable for its business; provided that (i) the total Investment in such Subsidiary does not exceed $100,000 in the aggregate for any one such Subsidiary or $200,000 in the aggregate for all such Subsidiaries and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be a Guarantor; (j) Investments in Unrestricted Subsidiaries not to exceed $20,000,000 in the aggregate at any time outstanding; and (k) the creation and capitalization of CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries and Investments in CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries including (i) the initial capitalization of CaptiveCo related to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) shall include the aggregate value of applicable insurance claims projected by Parent, the Borrower and their advisors to be filed in a future period), in each case, to be made in accordance with customary practice in the insurance industry and applicable laws, rules and regulations.Permitted Business so long as:

Investments and Acquisitions. No Loan Party will (ia) make or suffer to exist Make any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, (ii) create any Subsidiary, (iii) become or remain a partner in any partnership or joint venture, or (iv) make any AcquisitionInvestments, except: (ai) cash or Cash Equivalent Investments, subject to control agreements in favor of the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the LendersEquivalents; (bii) Investments in Subsidiaries existing as of the Effective Dateconstituting Indebtedness permitted under Section 7.04; (ciii) other Investments by the MLP in existence on the Effective Date and described in Schedule 6.20Borrower; (div) (A) Investments consisting by the Borrower and its Restricted Subsidiaries in a Wholly-Owned Restricted Subsidiary of loans or advances made to employees the Borrower; and (B) any Investment by the Borrower and its Restricted Subsidiaries in a Person that becomes a Wholly-Owned Restricted Subsidiary of the Borrower as a result of such Loan Party on an arms-length basis Investment; provided, that the Borrower is in the ordinary course of business consistent compliance with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $250,000 to any employee and up to a maximum of $1,000,000 in the aggregate at any one time outstandingSection 6.14; (ev) subject to Sections 4.2(a) and 4.4 of the Security Agreement, Investments comprised of notes payable, trade accounts receivable which are for goods furnished or stock or other securities issued by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts services rendered in the ordinary course of business, consistent with past practices, or acquired as a result of the bankruptcy or reorganization of such Account Debtor; (fvi) additional Investments received in Wholly-Owned Subsidiaries which are Loan Partiessatisfaction or partial satisfaction of accounts receivable from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (gvii) Permitted Acquisitions and the formation of Wholly-Owned Subsidiaries of Guaranty Obligations permitted by Section 7.04; or (viii) Investments by the Borrower or PHI and its Restricted Subsidiaries in connection Permitted Joint Ventures, provided, that: (A) the Loan Parties shall be in pro forma compliance with a Permitted Acquisitionthe covenants set forth in this Section 7.02 and Section 7.14 at the time that such Investment is made and after giving effect thereto; (hB) other at all times during which any Investments not to exceed $10,000,000 in the aggregate at any time outstanding; (i) Investments in any existing or future, direct or indirect, Subsidiary which exists for the sole purpose of obtaining and holding a license which the Borrower deems necessary or advisable for its business; provided that (i) the total Investment in such Subsidiary does not exceed $100,000 in the aggregate for any one such Subsidiary or $200,000 in the aggregate for all such Subsidiaries and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be a Guarantor; (j) Investments in Unrestricted Subsidiaries not to exceed $20,000,000 in the aggregate at any time outstanding; and (k) the creation and capitalization of CaptiveCo permitted by Parent, the Borrower or any of their respective Subsidiaries and Investments in CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries including (i) the initial capitalization of CaptiveCo related to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (iiB) shall include are outstanding, the aggregate book value of applicable insurance claims projected by ParentCollateral in which the Administrative Agent has a Lien in accordance with Section 7.15 shall not be less than 50% of the book value of the total assets of the MLP, the Borrower and their advisors Subsidiaries (calculated on a pro forma basis based on the book value as of the close of the most recent fiscal quarter and taking into account on a pro forma basis all Investments made since such quarter-end); (C) the aggregate outstanding amount of Investments made after the Closing Date in Permitted Joint Ventures (other than Cardinal) shall not exceed $50,000,000 (as such amount may be increased on a dollar-for-dollar basis by Returned Capital with respect to any such Investment); and (D) the Borrower shall deliver to the Administrative Agent at the time such Investment is made a certificate demonstrating compliance with this Section 7.02(a)(viii) and Section 7.02(b); and (ix) Investments by the Borrower and its Restricted Subsidiaries in Unrestricted Subsidiaries, provided, that: (A) the Loan Parties shall be filed in pro forma compliance with the covenants set forth in this Section 7.02 and Section 7.14 at the time that such Investment is made and after giving effect thereto; (B) the aggregate outstanding amount of Investments made after the Closing Date in Unrestricted Subsidiaries shall not exceed $25,000,000 (as such amount may be increased on a future perioddollar-for-dollar basis by Returned Capital with respect to any such Investment), in each case, ; (C) the Borrower shall deliver to be the Administrative Agent at the time such Investment is made in accordance a certificate demonstrating compliance with customary practice in the insurance industry and applicable laws, rules and regulations.this Section 7.02(a)(ix)

Investments and Acquisitions. No Loan Party The Borrower will (i) not, and will not permit any of its Restricted Subsidiaries to, make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, (ii) create any Subsidiary, (iii) become or remain a partner Investment in any partnership Person or joint venture, make an Acquisition (in one transaction or (iv) make any Acquisitiona series of transactions), except: (a) Cash Equivalent Investments, subject to control agreements in favor of the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the LendersEquivalents; (b) Investments (other than Investments permitted under clauses (a) and (d) of this Section) existing on the date hereof and set forth on Schedule 7.06; (i) Investments by any Loan Party in any other Loan Party; (ii) Investments by any Restricted Subsidiary that is not a Loan Party in the Borrower or any other Restricted Subsidiary and (iii) Investments by the Borrower or any Restricted Subsidiary in any Subsidiary that is not a Loan Party; provided that that the aggregate amount of Investments by the Loan Parties in Subsidiaries existing that are not Loan Parties under clause (ii) above, together with (x) the aggregate principal amount of Indebtedness owing to the Loan Parties incurred under Section 7.01(c), shall not exceed at any time outstanding the greater of $50,000,000 and 45% of pro forma Consolidated EBITDA as of the Effective Date; (c) other Investments in existence on the Effective Date and described in Schedule 6.20most recently ended Reference Period; (d) Indebtedness permitted by Section 7.01 (other than Indebtedness permitted by Section 7.01(c)); (e) purchases of inventory and other property to be sold or used in the ordinary course of business; (f) Investments consisting of loans the Borrower or advances made to employees any Restricted Subsidiary under Swap Agreements permitted hereunder; (g) Permitted Acquisitions; provided (i) that the aggregate amount of Permitted Acquisition Consideration of such Permitted Acquisitions made or provided by the Borrower or any Restricted Subsidiary to any Restricted Subsidiary that shall not be or, after giving effect to such Permitted Acquisition, shall not become a Guarantor, shall not exceed the greater of $50,000,000 and 45% of pro forma Consolidated EBITDA as of the most recently ended Reference Period and (ii) any Investment in any Restricted Subsidiary that is not a Loan Party in an amount required to permit such Restricted Subsidiary to consummate a Permitted Acquisition, which amount is actually applied by such Restricted Subsidiary to consummate such Permitted Acquisition substantially concurrently with the making of such Investment; (h) other Investments in an aggregate amount (valued at cost) then outstanding not exceeding the greater of $15,000,000 and 15% of pro forma Consolidated EBITDA as of the most recently ended Reference Period plus, the Available Amount; (i) Investments made by any Unrestricted Subsidiary prior to the date on an arms-length basis which such Unrestricted Subsidiary is designated as a Restricted Subsidiary, so long as such Investments were not made in contemplation of the designation of such Unrestricted Subsidiary as a Restricted Subsidiary; (i) Guarantees of leases (other than capital leases) of the Borrower and its Restricted Subsidiaries or of other obligations of the Borrower and its Restricted Subsidiaries not constituting Indebtedness and in the ordinary course of business consistent with past practices for travel and entertainment expenses(ii) Guarantees of obligations of suppliers, relocation costs customers, franchisees and similar purposes up to a maximum licensees of $250,000 to any employee and up to a maximum of $1,000,000 the Borrower and/or its Restricted Subsidiaries, in each case, in the aggregate at any one time outstandingordinary course of business; (ek) subject to Sections 4.2(aInvestments received (i) in connection with the bankruptcy or reorganization of any Person, (ii) in satisfaction or partial satisfaction of accounts receivable or notes receivable from financially troubled account debtors, including Investments received in connection with the bankruptcy or reorganization of suppliers or customers and 4.4 of the Security Agreement, Investments comprised of notes payable, or stock or other securities issued by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to in settlement of such Account Debtor’s Accounts delinquent obligations of, and other disputes with, customers arising in the ordinary course of business, consistent (iii) upon foreclosure with past practices, respect to any secured Investment or acquired other transfer of title with respect to any secured Investment and/or (iv) as a result of the bankruptcy settlement, compromise, resolution of litigation, arbitration or reorganization of such Account Debtorother disputes; (fl) additional Investments received in Wholly-Owned Subsidiaries which are Loan Partieslieu of cash in connection with any Disposition permitted by Section 7.04; (gm) Permitted Acquisitions and Investments to the formation of Wholly-Owned Subsidiaries extent that payment therefor is made solely with Capital Stock of the Borrower or PHI to the extent not resulting in a Change in Control; (n) Investments made by any Restricted Subsidiary that is not a Loan Party with the proceeds received by such Restricted Subsidiary from an Investment made by any Loan Party in such Restricted Subsidiary pursuant to this Section 7.06 (other than Investments made pursuant to Section 7.06(g)(ii)); (o) Investments in Restricted Subsidiaries in connection with internal reorganizations and/or restructurings and activities related to tax planning; provided that, any such reorganization, restructuring or activity, does not adversely affect the aggregate value of the guarantee of the Obligations or the Collateral or the Secured Parties’ rights and remedies (taken as a Permitted Acquisitionwhole) under the Loan Documents (in each case, as reasonably determined by the Borrower in consultation with the Administrative Agent); (hp) Investments consisting of the licensing of intellectual property pursuant to joint marketing arrangements with other Investments not to exceed $10,000,000 Persons entered into in the aggregate at any time outstandingordinary course of business; (iq) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent that the same are permitted to remain unfunded under applicable Requirements of Law; (r) Investments in any existing or future, direct or indirect, Subsidiary which exists for the sole purpose of obtaining and holding a license which the Borrower deems necessary or advisable for its any Restricted Subsidiary and/or any joint venture in connection with intercompany cash management arrangements and related activities in the ordinary course of business; provided that and (s) the Borrower and its Restricted Subsidiaries may make unlimited Investments so long as (i) on a Pro Forma Basis the total Investment Borrower is in such Subsidiary does not exceed $100,000 in the aggregate for any one such Subsidiary or $200,000 in the aggregate for all such Subsidiaries compliance with Section 7.11 and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effectimmediately after giving effect thereto, the Subsidiary holding such license shall be a Guarantor; (j) Investments in Unrestricted Subsidiaries not to exceed $20,000,000 in the aggregate at any time outstanding; and (k) the creation no Event of Default has occurred and capitalization of CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries and Investments in CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries including (i) the initial capitalization of CaptiveCo related to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) shall include the aggregate value of applicable insurance claims projected by Parent, the Borrower and their advisors to be filed in a future period), in each case, to be made in accordance with customary practice in the insurance industry and applicable laws, rules and regulationsis continuing.

Investments and Acquisitions. No Loan Party The Company will (i) 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, (ii) or create any Subsidiary, (iii) Subsidiary or become or remain a partner in any partnership or joint venture, or (iv) make any AcquisitionAcquisition of any Person, except: (a) Cash Equivalent Investmentsi Short-term obligations of, subject to control agreements in favor or fully guaranteed by, the United States of the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the LendersAmerica; (b) Investments in Subsidiaries existing as of the Effective Dateii Commercial paper rated A-l or better by Standard and Poor's Corporation or P-l or better by Moody's Investors Service, Inc.; (ciii) other Investments in existence on the Effective Date and described in Schedule 6.20; (d) Investments consisting of loans or advances made to employees of such Loan Party on an arms-length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $250,000 to any employee and up to a maximum of $1,000,000 in the aggregate at any one time outstanding; (e) subject to Sections 4.2(a) and 4.4 of the Security Agreement, Investments comprised of notes payable, or stock or other securities issued by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts Xxxand deposit accounts maintained in the ordinary course of business, consistent with past practices, or acquired as a result of the bankruptcy or reorganization of such Account Debtor; (fiv) additional Investments Certificates of deposit issued by and time deposits (a) with Shanghai Commercial Bank in Wholly-Owned Subsidiaries which are Loan Partiesan aggregate amount not exceeding $10,000,000 and (b) with commercial banks (whether domestic or foreign) having capital and surplus in excess of $100,000,000; (gv) Permitted Investments in Domestic Credit Parties (including the creation of Subsidiaries); (vi) Investments in existence on January 9, 1997 and described in Schedule 6G hereto; (vii) Acquisitions of entities engaged in, or supporting, substantially the same lines of business as the Company and the formation of Wholly-Owned its Subsidiaries provided (a) if such acquisition is of the Borrower capital stock or PHI equity interests of a Person, such Person shall (after giving effect to such acquisition of capital stock or equity interests) be a Subsidiary of the purchaser, (b) the Board of Directors of the company which is the subject of the Acquisition shall have approved the Acquisition, and (c) no Default or Event of Default would exist after giving effect to such Acquisition on a Pro Forma Basis; (viii) Loans, advances or accounts receivable on non-customary terms to independent retailers of the products of the Company or any Subsidiary not in excess of $15,000,000 in principal amount at 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 Permitted Acquisition; debtor, and/or any of its subsidiaries; (h) other Investments not to exceed $10,000,000 in the aggregate at any time outstanding; (ixi) Investments by Foreign Subsidiaries in any existing Foreign or future, direct or indirect, Subsidiary which exists for Domestic Subsidiaries (including the sole purpose creation of obtaining and holding a license which the Borrower deems necessary or advisable for its business; provided that (i) the total Investment in such Subsidiary does not exceed $100,000 in the aggregate for any one such Subsidiary or $200,000 in the aggregate for all such Subsidiaries and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be a Guarantor; (j) Investments in Unrestricted Subsidiaries not to exceed $20,000,000 in the aggregate at any time outstandingSubsidiaries); and (k) the creation and capitalization of CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries and Investments in CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries including (i) the initial capitalization of CaptiveCo related to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) shall include the aggregate value of applicable insurance claims projected by Parent, the Borrower and their advisors to be filed in a future period), in each case, to be made in accordance with customary practice in the insurance industry and applicable laws, rules and regulations.

Investments and Acquisitions. No Loan Party The Borrower will (i) 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, (ii) create any Subsidiary, (iii) become or remain a partner in any partnership or joint venture, or (iv) make any Acquisition, except: except for (a) Cash and Cash Equivalent Investments, subject to control agreements in favor of the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the Lenders; (b) Investments in Subsidiaries existing as existence on the Closing Date set forth on Schedule 5 and any modification, replacement, renewal, reinvestment or extension thereof (to the extent not representing an increase in the aggregate amount of the Effective Date; such Investment unless otherwise permitted hereunder), (c) other Investments in existence any Acquisition for which the aggregate purchase price therefor does not exceed twenty percent (20%) of Consolidated Net Worth as reflected on the Effective Date Borrower’s most recently submitted Compliance Certificate; provided, after giving pro forma effect to such Acquisition, (i) no Default or Unmatured Default has occurred and described is continuing or would result therefrom and (ii) the Borrower and its Subsidiaries are in Schedule 6.20; compliance with the financial covenants in Section 6.19, (d) Investments consisting by Loan Parties in other Loan Parties, (e) Investments by Persons that are not Loan Parties in Persons that are not Loan Parties, (f) Investments by Loan Parties in Subsidiaries that are not Loan Parties in an aggregate amount not to exceed the greater of loans $200,000,000 and twenty percent (20%) of Consolidated Net Worth as reflected on the Borrower’s most recently submitted Compliance Certificate; provided, after giving pro forma effect to such Investment, (i) no Default or advances made Unmatured Default has occurred and is continuing or would result therefrom and (ii) the Borrower and its Subsidiaries are in compliance with the financial covenants in Section 6.19, (g) Investments by Subsidiaries that are not Loan Parties in Loan Parties, (h) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers or upon the foreclosure with respect to employees any secured Investment or other transfer of such Loan Party on an arms-length basis title with respect to any secured Investment, (i) Investments in the ordinary course of business consistent with past practices consisting of Uniform Commercial Code Article 3 endorsements for travel and entertainment expensescollection or deposit, relocation costs and similar purposes up (j) advances of payroll payments to a maximum of $250,000 to any employee and up to a maximum of $1,000,000 in the aggregate at any one time outstanding; (e) subject to Sections 4.2(a) and 4.4 of the Security Agreement, Investments comprised of notes payable, or stock or other securities issued by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts employees in the ordinary course of business, consistent with past practices, or acquired as a result of the bankruptcy or reorganization of such Account Debtor; (fk) additional Investments in Wholly-Owned Subsidiaries which are Loan Parties; Swap Agreements, (gl) Permitted Acquisitions Investments constituting deposits, prepayments and other credits to suppliers made in the formation ordinary course of Wholly-Owned Subsidiaries business of the Borrower and its Subsidiaries, (m) deposits of cash made in the ordinary course of business to secure performance of operating leases, (n) Investments held by any Person who is acquired after the Closing Date pursuant to an Investment permitted hereunder, to the extent that such Investments were not made in contemplation of, or PHI in connection with, such Investment and were in existence on the date of such Investment, (o) a Subsidiary of the Borrower may be established or created (but not capitalized unless otherwise permitted under this Section 6.14), (p) pawn transactions, pawn loans and other consumer loans or participations therein in the ordinary course of the day to day business of the Borrower and its Subsidiaries, (q) Investments necessary to consummate any Foreign Restructuring consisting of the contribution of the stock of a Foreign Subsidiary to another Foreign Subsidiary, (r) Investments (other than Investments in Loan Parties or their Subsidiaries) permitted pursuant to Section 6.11(c), 6.11(o) and 6.11(p), (s) promissory notes and other non-cash consideration received in connection with a Permitted Acquisition; dispositions permitted by Section 6.13, (ht) Investments and other acquisitions to the extent that payment for such Investments is made solely with Equity Interests of the Borrower that are not Disqualified Equity Interests, and (u) other Investments in an aggregate amount not to exceed the greater of $10,000,000 in the aggregate at any time outstanding; 25,000,000 and one percent (i1.0%) Investments in any existing or future, direct or indirect, Subsidiary which exists for the sole purpose of obtaining and holding a license which the Borrower deems necessary or advisable for its business; provided that (i) the total Investment in such Subsidiary does not exceed $100,000 in the aggregate for any one such Subsidiary or $200,000 in the aggregate for all such Subsidiaries and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be a Guarantor; (j) Investments in Unrestricted Subsidiaries not to exceed $20,000,000 in the aggregate at any time outstanding; and (k) the creation and capitalization of CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries and Investments in CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries including (i) the initial capitalization of CaptiveCo related to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) shall include the aggregate value of applicable insurance claims projected by Parent, the Borrower and their advisors to be filed in a future period), in each case, to be made in accordance with customary practice in the insurance industry and applicable laws, rules and regulationsConsolidated Total Assets.

Investments and Acquisitions. No Loan Party will (ia) make or suffer to exist Make any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, (ii) create any Subsidiary, (iii) become or remain a partner in any partnership or joint venture, or (iv) make any AcquisitionInvestments, except: (ai) Cash Equivalent InvestmentsInvestments by the Borrower and its Subsidiaries existing on the Fourth Amendment Effective Date in Xxxxxx and PIPE, subject and Investments by the Borrower and its Subsidiaries in such entities after the Fourth Amendment Effective Date, provided that (A) such entities continue to control agreements be Permitted Joint Ventures, (B) no Investment in favor either of such entities shall be made after the Agent for the benefit of the Lenders or otherwise Fourth Amendment Effective Date at a time when such entity is subject to a perfected security interest in favor of the Agent for the benefit of the LendersBankruptcy Event, and (C) such Investments shall be subject to Section 7.02(a)(ix)(C); (bii) Investments in Subsidiaries existing as of the Effective Datecash or Cash Equivalents; (ciii) other Investments in existence on the Effective Date and described in Schedule 6.20constituting Indebtedness permitted under Section 7.04; (div) Investments consisting of loans or advances made to employees of such Loan Party on an arms-length basis by the MLP in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $250,000 to any employee and up to a maximum of $1,000,000 in the aggregate at any one time outstandingBorrower; (ev) subject to Sections 4.2(a) Investments by the Borrower and 4.4 its Subsidiaries in a wholly-owned Subsidiary of the Security Agreement, Investments comprised Borrower; and any Investment by the Borrower and its Subsidiaries in a Person that becomes a wholly-owned Subsidiary of notes payable, or stock or other securities issued by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to settlement the Borrower as a result of such Account Debtor’s Accounts Investment provided that the Borrower is in compliance with Section 6.15; (vi) trade accounts receivable which are for goods furnished or services rendered in the ordinary course of business, consistent with past practices, or acquired as a result of the bankruptcy or reorganization of such Account Debtor; (fvii) additional Investments received in Wholly-Owned Subsidiaries which are Loan Partiessatisfaction or partial satisfaction of accounts receivable from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (gviii) Permitted Acquisitions and the formation of Wholly-Owned Subsidiaries of the Borrower or PHI in connection with a Permitted AcquisitionGuaranty Obligations permitted by Section 7.04; (hix) Investments by the Borrower and its Subsidiaries in Permitted Joint Ventures other than Xxxxxx and PIPE, provided that: (A) the Borrower shall be in pro forma compliance with the covenants set forth in this Section 7.02 and Section 7.15 at the time that such Investment is made; (B) at all times during which any Investments permitted by this clause (B) are outstanding, the book value of Collateral in which the Administrative Agent has a Lien in accordance with Section 7.17 shall not be less than 50% of the book value of the total assets of the MLP and its Subsidiaries (calculated on a pro forma basis based on the book value as of the close of the most recent fiscal quarter and taking into account on a pro forma basis all Investments made since such quarter-end); (C) at the time such Investment is made, the aggregate outstanding amount of Investments in Permitted Joint Ventures made after the Fourth Amendment Effective Date, as such amount may be reduced by any Returned Capital with respect to prior Investments in Permitted Joint Ventures, shall not exceed $15,000,000; and (D) the Borrower shall deliver to the Administrative Agent at the time such Investment is made a certificate demonstrating compliance with this Section 7.02(a)(ix) and Section 7.02(b); and (x) Investments by the Borrower and its Subsidiaries (other than Investments referenced in clauses (i) through (ix) above) in an aggregate amount not to exceed $10,000,000 1,000,000; or (b) make any Acquisitions or Investments resulting in ownership of assets located outside the aggregate at United States or equity interests in any time outstanding; Person that is not a Domestic Person, unless (i) such Acquisitions or Investments in any existing or future, direct or indirect, Subsidiary which exists for the sole purpose of obtaining constitute Foreign Investments and holding a license which the Borrower deems necessary or advisable for its business; provided that (iii) the total Investment in aggregate amount of such Subsidiary Foreign Investments does not exceed $100,000 in the aggregate for any one such Subsidiary or $200,000 in the aggregate for all such Subsidiaries and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be a Guarantor; (j) Investments in Unrestricted Subsidiaries not to exceed $20,000,000 30,000,000 in the aggregate at any time outstanding; andor (kc) make an Investment that is opposed by the creation and capitalization board of CaptiveCo by Parent, directors or similar governing entity of the Borrower or any of their respective Subsidiaries and Investments Person in CaptiveCo by Parent, which the Borrower or any of their respective Subsidiaries including (i) the initial capitalization of CaptiveCo related to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) shall include the aggregate value of applicable insurance claims projected by Parent, the Borrower and their advisors to be filed in a future period), in each case, to be made in accordance with customary practice in the insurance industry and applicable laws, rules and regulationsInvestment is made.

Investments and Acquisitions. No Loan Party The Borrower will (i) 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, (ii) or to create any Subsidiary, (iii) Subsidiary or to become or remain a partner in any partnership or joint venture, or (iv) to make any Acquisition, except: (ai) Cash Equivalent Investments, subject to control agreements in favor of the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the Lenders;. (bii) Existing Investments in Subsidiaries existing as of the Effective Date; (c) and other Investments in existence on the Effective Date date hereof and described in Schedule 6.20;6.14. (diii) Investments consisting in corporate preferred stock rated A or better by S&P or A2 or better by Moxxx'x xt the time of loans or advances made to employees of such Loan Party on an arms-length basis in the ordinary course of business consistent with past practices for travel and entertainment expensesinvestment therein, relocation costs and similar purposes up to a maximum of not exceeding $250,000 to any employee and up to a maximum of $1,000,000 25,000,000 in the aggregate at any one time outstanding;time, including any such Investments described in Schedule 6.14. (eiv) subject to Sections 4.2(a) and 4.4 of the Security Agreement, Investments comprised of notes payable, or stock or other securities issued by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business, consistent with past practices, or acquired as a result of the bankruptcy or reorganization of such Account Debtor;any Guarantor. (f) additional Investments in Wholly-Owned Subsidiaries which are Loan Parties; (gv) Permitted Acquisitions and other Investments in joint ventures or minority interests in other Persons, PROVIDED that not less than ten days prior to the formation consummation of Wholly-Owned Subsidiaries any Permitted Acquisition, the Borrower shall have delivered to the Agent, in form and substance reasonably satisfactory 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(i) or PHI (ii), which shall be complete and shall fairly present, in connection all material respects, the financial position, 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 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 Section 6.18 for the four fiscal quarter period (the "Pro Forma Period") reflected in the compliance certificate most recently delivered to the Agent pursuant to Section 6.1(iii) prior to the consummation of such Permitted Acquisition (giving effect to such Permitted Acquisition as if made on the first day of such period). Cash used by the Borrower and its Subsidiaries as part or all of the Purchase Price for any Permitted Acquisition or other Investment pursuant to this Section 6.14(v) (A) shall be cash on hand at the time of such Investment in an amount in excess of the aggregate principal amount of all outstanding Loans at such time and (B) shall not exceed $15,000,000 in the aggregate on a cumulative basis for all such Investments. All Indebtedness incurred by the Borrower and its Subsidiaries as part or all of the Purchase Price for any such Investment must comply with Section 6.11. (vi) Investments to the extent that the Purchase Price therefor consists of capital stock of the Borrower, other than capital stock consisting of treasury stock repurchased after June 30, 2000 or consisting of reissued stock that was repurchased and cancelled after June 30, 2000, provided that neither the Borrower nor any Subsidiary shall make any Acquisition pursuant to this Section 6.14(vi) unless it is a Permitted Acquisition;. (h) other Investments not to exceed $10,000,000 in the aggregate at any time outstanding; (ivii) Investments in any existing or future, direct or indirect, Subsidiary which exists for the sole purpose consisting of obtaining and holding a license which the Borrower deems necessary or advisable for its business; provided that (i) the total Investment in such Subsidiary does not exceed $100,000 in the aggregate for any one such Subsidiary or $200,000 in the aggregate for all such Subsidiaries and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be a Guarantor; (j) Investments in Unrestricted Subsidiaries not to exceed $20,000,000 in the aggregate at any time outstanding; and (k) the creation and capitalization of CaptiveCo Indebtedness permitted by Parent, the Borrower or any of their respective Subsidiaries and Investments in CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries including (i) the initial capitalization of CaptiveCo related to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) shall include the aggregate value of applicable insurance claims projected by Parent, the Borrower and their advisors to be filed in a future periodSection 6.11(iii), in each case, to be made in accordance with customary practice in the insurance industry and applicable laws, rules and regulations.

Investments and Acquisitions. No Loan Party will (a) Make any Investments, except: (i) make cash or suffer to exist Cash Equivalents; (ii) Investments constituting Indebtedness permitted under Section 7.04; (iii) Investments by the MLP in the Borrower; (iv) (A) Investments by the Borrower and its Restricted Subsidiaries in a Wholly-Owned Restricted Subsidiary of the Borrower; and (B) any Investments (including Investment by the Borrower and its Restricted Subsidiaries in a Person that becomes a Wholly-Owned Restricted Subsidiary of the Borrower as a result of such Investment, including, without limitation, loans and advances toas a result of a merger or consolidation into a Wholly-Owned Restricted Subsidiary in connection with such Investment; provided, and other Investments in, Subsidiaries), that the Borrower is in compliance with Section 6.14; (v) trade accounts receivable which are for goods furnished or commitments therefor, (ii) create any Subsidiary, (iii) become or remain a partner in any partnership or joint venture, or (iv) make any Acquisition, except: (a) Cash Equivalent Investments, subject to control agreements in favor of the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the Lenders; (b) Investments in Subsidiaries existing as of the Effective Date; (c) other Investments in existence on the Effective Date and described in Schedule 6.20; (d) Investments consisting of loans or advances made to employees of such Loan Party on an arms-length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $250,000 to any employee and up to a maximum of $1,000,000 in the aggregate at any one time outstanding; (e) subject to Sections 4.2(a) and 4.4 of the Security Agreement, Investments comprised of notes payable, or stock or other securities issued by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts services rendered in the ordinary course of business; (vi) Investments received in satisfaction or partial satisfaction of accounts receivable from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (vii) Guaranty Obligations permitted by Section 7.04;or (viii) Investments by the Borrower and its Restricted Subsidiaries in Permitted Joint Ventures and Unrestricted Subsidiaries, consistent provided, that: (A) the Loan Parties shall be in pro forma compliance with past practicesthe covenants set forth in this Section 7.02 and Section 7.14 at the time that such Investment is made and after giving effect thereto; (B) after giving pro forma effect to such Investment and the Liens to be granted in connection therewith, or acquired as the book value of Collateral in which the Collateral Agent has a result Lien pursuant to the Loan Documents shall not be less than 50% of the bankruptcy or reorganization of such Account Debtor; (f) additional Investments in Wholly-Owned Subsidiaries which are Loan Parties; (g) Permitted Acquisitions and the formation of Wholly-Owned Subsidiaries book value of the Borrower or PHI in connection with a Permitted Acquisition; (h) other Investments not to exceed $10,000,000 in total assets of the aggregate at any time outstanding; (i) Investments in any existing or future, direct or indirect, Subsidiary which exists for the sole purpose of obtaining and holding a license which the Borrower deems necessary or advisable for its business; provided that (i) the total Investment in such Subsidiary does not exceed $100,000 in the aggregate for any one such Subsidiary or $200,000 in the aggregate for all such Subsidiaries and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be a Guarantor; (j) Investments in Unrestricted Subsidiaries not to exceed $20,000,000 in the aggregate at any time outstanding; and (k) the creation and capitalization of CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries and Investments in CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries including (i) the initial capitalization of CaptiveCo related to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) shall include the aggregate value of applicable insurance claims projected by ParentMLP, the Borrower and their advisors to be filed Subsidiaries (calculated on a pro forma basis based on the book value as of the close of the most recent fiscal quarter and taking into account on a pro forma basis all Investments made since such quarter-end); (C) the aggregate outstanding amount of Investments made on or after the Closing Ninth Amendment Effective Date in a future period)Permitted Joint Ventures (other than Cardinal and West the South Texas LPGLand Transfers) and Unrestricted Subsidiaries shall not exceed the greater of (x) twenty fifteen percent (2015%) of the Consolidated Net Tangible Assets of the MLP, in each case, to be made in accordance with customary practice in the insurance industry and applicable laws, rules and regulations.Borrower and

Investments and Acquisitions. No Loan Party will (i) ). 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, and other Investments in, Subsidiaries), or commitments therefor, (ii) create any Subsidiary, (iii) become or remain a partner in any partnership or joint venture, or (iv) to make any AcquisitionFuture Acquisition of any Person, except: (ai) Investments in cash and Cash Equivalent Investments, subject to control agreements in favor of the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the LendersEquivalents; (bii) Investments in Subsidiaries existing as of the Effective DateCompany and the Guarantors; (ciii) other (a) Investments in existence on the Effective Date and described (b) so long as no Default or Unmatured Default has occurred and is continuing or would be caused thereby, Investments in Schedule 6.20an SPC in connection with a Permitted Securitization and in an aggregate outstanding amount for this clause (b) not to exceed (x) 10% of the aggregate principal amount of Indebtedness permitted to be incurred in respect of Permitted Securitizations plus (y) the aggregate amount of accounts and notes receivables and related rights and property transferred to an SPC in connection with Permitted Securitizations plus (z) the aggregate amount of capital contributions and loans made or deemed made by the transferor to the SPC in respect of a portion of the purchase price for such transferred assets not paid in cash; (div) Investments consisting of loans or advances made to employees of such Loan Party on an arms-length basis by Foreign Subsidiaries that are not Foreign Subsidiary Borrowers in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $250,000 to any employee and up to a maximum of $1,000,000 in the aggregate at any one time outstandingother Foreign Subsidiaries; (ev) subject the Company and its Restricted Subsidiaries may make intercompany loans between and among one another (including through cash pooling arrangements) (collectively, “Intercompany Loans”); provided that at no one time shall the aggregate outstanding principal amount of all net Intercompany Loans made in reliance on this clause (v) by Loan Parties to Sections 4.2(aExternal Subsidiaries or by Domestic Loan Parties to Foreign Loan Parties, exceed the Dollar Equivalent Amount of $75,000,000 (determined without regard to any write-downs or write-offs of such Intercompany Loans) and 4.4 no Intercompany Loan shall be permitted under this clause (v) if a Default or Unmatured Default has occurred and is continuing or would be caused thereby; (vi) Investments received as part of the Security Agreement, Investments comprised settlement of notes payable, litigation or stock or other securities issued by Account Debtors in satisfaction of extensions of credit to such Loan Party any Person pursuant to negotiated agreements with respect to the reorganization, bankruptcy or liquidation of such Person or a good faith settlement of debts with such Account Debtor’s Accounts Person; (vii) Investments received in settlement of amounts due to the Company or any Restricted Subsidiary effected in the ordinary course of business, consistent with past practices, or acquired as a result of the bankruptcy or reorganization of such Account Debtor.; (fviii) additional so long as no Default or Unmatured Default has occurred and is continuing or would be caused thereby, other Investments provided that the aggregate amount of such Investments made (net of any return in Wholly-Owned Subsidiaries which are Loan Partiescash (including via book entry) of the principal amount thereof) in any consecutive four fiscal quarter period does not exceed 10% of Total Tangible Assets as of the beginning of such period, as set forth on the consolidated balance sheet of the Company included in the financial statements of the Company delivered pursuant to Section 6.1(i) or (ii) for the most recently ended fiscal quarter (or fiscal year if such fiscal quarter is the fourth fiscal quarter of the Company’s fiscal year) prior to such period; (gix) Permitted Acquisitions so long as no Default or Unmatured Default has occurred and is continuing or would be caused thereby, any Future Acquisition so long as (A) in the case of the acquisition of Persons that do not become Guarantors or acquired property or assets that is not acquired by the Company or a Guarantor the aggregate amount of consideration in respect of such Persons that do not become Guarantors or acquired property or assets that is not acquired by the Company or a Guarantor (including without limitation any payments in cash, Capital Stock or other consideration, any direct or deferred payments (to the extent such deferred payments should be shown as a liability on a balance sheet of the Company and its Restricted Subsidiaries in accordance with GAAP) and the formation amount of Wholly-Owned Subsidiaries any Indebtedness (other than Letters of Credit incurred in the Borrower ordinary course of business) assumed pursuant to such Future Acquisition) paid or PHI payable by the Company or any Restricted Subsidiary in connection with any such Future Acquisition to the extent pursuant to this clause (ix) does not exceed the greater of $100,000,000 and 2.5% of Total Tangible Assets as shown on or determined in accordance with the most recent financial statements of the Company delivered pursuant to Section 6.1(i) or (ii), (B) such Future Acquisition is not a Permitted Hostile Acquisition and (C) on a Pro Forma Basis after giving effect to such Investment, the Company is in compliance with the financial covenants set forth in Sections 6.22 and 6.23, recomputed as of the last day of the most recently ended fiscal quarter of the Company for which financial statements are available under 6.1(i) or (ii). Any Investments acquired in connection with such permitted Future Acquisition shall be permitted, provided that such Investments were not made in connection with the anticipation of such Future Acquisition; (hx) so long as no Default or Unmatured Default has occurred and is continuing or would be caused thereby, Investments to the extent that on a Pro Forma Basis immediately after giving effect to such Investment, the Company’s Total Net Leverage Ratio is less than or equal to the Total Net Leverage Ratio applicable as of such date as set forth in Section 6.22 less 0.25 to 1.00 (provided that if such ratio under Section 6.22 is 4.00 to 1.00 or less no such reduction of 0.25 to 1.00 shall be made), recomputed as of the last day of the most recently ended fiscal quarter of the Company for which financial statements are available under 6.1(i) and (ii); (xi) so long as no Default or Unmatured Default has occurred and is continuing or would be caused thereby, on and after the Acquisition Closing Date, Investments consisting of loans on arms-length terms, or terms more favorable to the Company and its Restricted Subsidiaries other than the Target (in each case as determined in good faith judgment of the Company) to the Target and/or its Subsidiaries (and Investments in the form of intermediate intercompany loans to Wholly Owned Restricted Subsidiaries (other than the Target and its Subsidiaries) to finance the same), provided that such outstanding Investments to the Target and its Subsidiaries shall not to exceed $10,000,000 in the aggregate (without duplication) exceed €500,000,000 at any time outstandingone time; (ixii) the Acquisition pursuant to the Acquisition Documentation and any subsequent acquisitions of Target Shares (including any Investments in connection therewith to permit the Company or its Restricted Subsidiaries to consummate the Transactions as contemplated by the Acquisition Documentation or subsequently cause the Target to become a Wholly Owned Subsidiary of the Company, including investments in the form of the contribution of Target Shares to Wholly Owned Restricted Subsidiaries (other than the Target and its Subsidiaries)); (xiii) Receivables owing to the Company and extensions of trade credit in the ordinary course of business; (xiv) Investments held by Target in the case of the Acquisition or a Person acquired in a Future Acquisition in each case to the extent that such Investments were not made in contemplation of or in connection with such acquisition and were in existence on the date of such acquisition; (xv) Investments consisting of the licensing, sublicensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons; (xvi) any existing Investment consisting of cash deposits (including escrowed deposits) pursuant to binding commitments of the Company or future, direct or indirect, Subsidiary which exists for the sole purpose of obtaining and holding a license which the Borrower deems necessary or advisable for its business; provided that Restricted Subsidiaries in effect with respect to (i) the total Investment in such Subsidiary does not exceed $100,000 in the aggregate for any one such Subsidiary issuances or $200,000 in the aggregate for all such Subsidiaries refinancings of Indebtedness otherwise permitted hereunder and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be a GuarantorFuture Acquisitions permitted hereunder and not yet consummated; (jxvii) 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; (xviii) So long as no Default or Unmatured Default has occurred and is continuing, Investments in Unrestricted Subsidiaries an aggregate amount not to exceed $20,000,000 in the aggregate at any time outstandingunused Available Amount; and (k) the creation and capitalization of CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries and Investments in CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries including (i) the initial capitalization of CaptiveCo related to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) shall include the aggregate value of applicable insurance claims projected by Parent, the Borrower and their advisors to be filed in a future period), in each case, to be made in accordance with customary practice in the insurance industry and applicable laws, rules and regulations.

Investments and Acquisitions. No Loan Party will (i) make or suffer to exist Make any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, (ii) create any Subsidiary, (iii) become or remain a partner in any partnership or joint venture, or (iv) make any AcquisitionInvestments, except: (a) Cash Equivalent Investments in entities acquired by Borrower in businesses substantially the same as those lines of business conducted by Borrower and its Subsidiaries on the date hereof; provided that such Investment or Investments, subject on an annual basis, do not exceed a total aggregate consideration (to control include payments in the form of non-competition agreements, consulting agreements in favor and similar payments) of Five Hundred Thousand Dollars ($500,000) without the Agent for the benefit prior written consent of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the Lenders;Lender. (b) Investments held by Borrower or such Subsidiary in Subsidiaries existing as the form of the Effective Datecash equivalents or short-term marketable debt securities; (c) other Investments advances to officers, directors and employees of Borrower and Subsidiaries in existence on the Effective Date an aggregate amount not to exceed One Hundred Thousand Dollars ($100,000) at any time outstanding, for travel, entertainment, relocation and described in Schedule 6.20analogous ordinary business purposes; (d) Investments consisting of loans Borrower in any wholly-owned Subsidiary and Investments of any wholly-owned Subsidiary in Borrower or advances made to employees of such Loan Party on an armsin another wholly-length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $250,000 to any employee and up to a maximum of $1,000,000 in the aggregate at any one time outstandingowned Subsidiary; (e) subject to Sections 4.2(a) and 4.4 Investments consisting of extensions of credit in the Security Agreement, Investments comprised nature of accounts receivable or notes payable, or stock or other securities issued by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to settlement receivable arising from the grant of such Account Debtor’s Accounts trade credit in the ordinary course of business, consistent with past practices, and Investments received in satisfaction or acquired as a result of partial satisfaction thereof from financially troubled account debtors to the bankruptcy extent reasonably necessary in order to prevent or reorganization of such Account Debtorlimit loss; (f) additional Investments in Wholly-Owned Subsidiaries which are Loan PartiesGuarantees permitted by Section 7.3; (g) Permitted So long as Borrower’s Funded Debt to EBITDA Ratio, as calculated pursuant to Section 6.12(a) is (i) less than or equal to 2.00 to 1.00, Borrower and its Subsidiaries may make Acquisitions or (ii) greater than 2.00 to 1.00, Borrower and its Subsidiaries may make Acquisitions the consideration for which (including all fees, costs and expenses associated therewith and the formation amount of Wholly-Owned any seller financing incurred in connection therewith), is less than or equal to (A) $10,000,000 for each Acquisition and (B) less than or equal to $20,000,000 during any fiscal year; provided, however, that in the case of both clause (i) or (ii) above, prior to any such Acquisition Borrower shall, in form and substance satisfactory to the Majority Lenders, (A) provide Administrative Agent at least ten (10) Business Days’ prior written notice of such proposed Acquisition, (B) deliver pro forma financial statements of Borrower and its Subsidiaries on a consolidated basis after giving effect to the proposed Acquisition, (C) deliver pro forma projections covering the one year period commencing on the date of the Borrower proposed Acquisition, (D) deliver evidence of pro forma compliance with all covenants in Article VI and Article VII hereof both before and after giving effect to such proposed Acquisition, (E) certify that no Default or PHI in connection with Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such proposed Acquisition, and (F) deliver evidence that Person being acquired (or, if such Acquisition is all or substantially all of the assets of a Permitted Acquisition;Person, the Person from whom such assets are being acquired) had a positive pro forma EBITDA at the time of such Acquisition (after giving effect to any adjustments to such EBITDA approved by the Administrative Agent); and (h) other Investments not to exceed $10,000,000 in Acquisitions if approved by the aggregate at any time outstanding; (i) Investments in any existing or future, direct or indirect, Subsidiary which exists for the sole purpose of obtaining and holding a license which the Borrower deems necessary or advisable for its business; provided that (i) the total Investment in such Subsidiary does not exceed $100,000 in the aggregate for any one such Subsidiary or $200,000 in the aggregate for all such Subsidiaries and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be a Guarantor; (j) Investments in Unrestricted Subsidiaries not to exceed $20,000,000 in the aggregate at any time outstanding; and (k) the creation and capitalization of CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries and Investments in CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries including (i) the initial capitalization of CaptiveCo related to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) shall include the aggregate value of applicable insurance claims projected by Parent, the Borrower and their advisors to be filed in a future period), in each case, to be made in accordance with customary practice in the insurance industry and applicable laws, rules and regulationsMajority Lenders.

Investments and Acquisitions. No Loan Party The BorrowerLoan Parties will (i) 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, (ii) create any Subsidiary, (iii) become or remain a partner in any partnership or joint venture, or (iv) make any Acquisition, except: except for (a) Cash and Cash Equivalent Investments, subject to control agreements in favor of the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the Lenders; (b) Investments in Subsidiaries existing as existence on the Closing Date set forth on Schedule 5 and any modification, replacement, renewal, reinvestment or extension thereof (to the extent not representing an increase in the aggregate amount of the Effective Date; such Investment unless otherwise permitted hereunder), (c) other Investments in existence any Acquisition for which the aggregate purchase price therefor does not exceed twenty percent (2025%) of Consolidated Net Worth as reflected on the Effective Date Borrower’xXxxx Parties’ most recently submitted Compliance Certificate; provided, after giving pro forma effect to such Acquisition, (i) no Default or Unmatured Default has occurred and described is continuing or would result therefrom and (ii) the Borrower and itsLoan Parties and their Subsidiaries are in Schedule 6.20; compliance with the financial covenants in Section 6.19, (d) Investments consisting by Loan Parties in other Loan Parties, (e) Investments by Persons that are not Loan Parties in Persons that are not Loan Parties, (f) Investments by Loan Parties in Subsidiaries that are not Loan Parties in an aggregate amount not to exceed the greater of loans $200,000,000 and twenty percent (20%) of Consolidated Net Worth as reflected on the Borrower’xXxxx Parties’ most recently submitted Compliance Certificate; provided, after giving pro forma effect to such Investment, (i) no Default or advances made Unmatured Default has occurred and is continuing or would result therefrom and (ii) the Borrower and itsLoan Parties and their Subsidiaries are in compliance with the financial covenants in Section 6.19, (g) Investments by Subsidiaries that are not Loan Parties in Loan Parties, (h) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers or upon the foreclosure with respect to employees any secured Investment or other transfer of such Loan Party on an arms-length basis title with respect to any secured Investment, (i) Investments in the ordinary course of business consistent with past practices consisting of Uniform Commercial Code Article 3 endorsements for travel and entertainment expensescollection or deposit, relocation costs and similar purposes up (j) advances of payroll payments to a maximum of $250,000 to any employee and up to a maximum of $1,000,000 in the aggregate at any one time outstanding; (e) subject to Sections 4.2(a) and 4.4 of the Security Agreement, Investments comprised of notes payable, or stock or other securities issued by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts employees in the ordinary course of business, consistent with past practices, or acquired as a result of the bankruptcy or reorganization of such Account Debtor; (fk) additional Investments in Wholly-Owned Subsidiaries which are Loan Parties; Swap Agreements, (gl) Permitted Acquisitions Investments constituting deposits, prepayments and other credits to suppliers made in the formation ordinary course of Wholly-Owned Subsidiaries business of the Borrower and itsLoan Parties and their Subsidiaries, (m) deposits of cash made in the ordinary course of business to secure performance of operating leases, (n) Investments held by any Person who is acquired after the Closing Date pursuant to an Investment permitted hereunder, to the extent that such Investments were not made in contemplation of, or PHI in connection with, such Investment and were in existence on the date of such Investment, (o) a Subsidiary of the BorrowerLoan Parties may be established or created (but not capitalized unless otherwise permitted under this Section 6.14), (p) pawn transactions, pawn loans and other consumer loans or participations therein in the ordinary course of the day to day business of the Borrower and itsLoan Parties and their Subsidiaries, (q) Investments necessary to consummate any Foreign Restructuring consisting of the contribution of the stock of a Foreign Subsidiary to another Foreign Subsidiary, (r) Investments (other than Investments in Loan Parties or their Subsidiaries) permitted pursuant to Section 6.11(c), 6.11(o) and 6.11(p), (s) promissory notes and other non-cash consideration received in connection with a Permitted Acquisition; dispositions permitted by Section 6.13, (ht) Investments and other acquisitions to the extent that payment for such Investments is made solely with Equity Interests of the BorrowerLoan Parties that are not Disqualified Equity Interests, and (u) other Investments in an aggregate amount not to exceed the greater of $10,000,000 in the aggregate at any time outstanding; 25,000,000 and one percent (i1.0%) Investments in any existing or future, direct or indirect, Subsidiary which exists for the sole purpose of obtaining and holding a license which the Borrower deems necessary or advisable for its business; provided that (i) the total Investment in such Subsidiary does not exceed $100,000 in the aggregate for any one such Subsidiary or $200,000 in the aggregate for all such Subsidiaries and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be a Guarantor; (j) Investments in Unrestricted Subsidiaries not to exceed $20,000,000 in the aggregate at any time outstanding; and (k) the creation and capitalization of CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries and Investments in CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries including (i) the initial capitalization of CaptiveCo related to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) shall include the aggregate value of applicable insurance claims projected by Parent, the Borrower and their advisors to be filed in a future period), in each case, to be made in accordance with customary practice in the insurance industry and applicable laws, rules and regulationsConsolidated Total Assets.

Investments and Acquisitions. No Loan Party The Borrower will (i) not, nor will it permit any Subsidiary to, make or suffer to exist any Investments Investment (including including, without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, (ii) or to create any Subsidiary, (iii) Subsidiary or to become or remain a partner in any partnership or joint venture, or (iv) to make any AcquisitionAcquisitions, except: (a) Cash Equivalent Investments, subject to control agreements in favor of the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the Lenders; (b) Investments in Subsidiaries existing as of debt securities rated A- or better by S&P, A-3 or better by Xxxxx’x or NAIC-1 or better by the Effective DateNAIC; (c) existing Investments in Subsidiaries and other Investments in existence on the Effective Date and described in Schedule 6.20Closing Date; (d) Investments consisting in debt securities not satisfying any of loans the standards set forth in clause (b) above but rated BBB- or advances made better by S&P, Baa-3 or better by Xxxxx’x or NAIC-2 or better by the NAIC; provided, that if any such Investment ceases to employees meet such ratings requirements, then such Investment shall be permitted hereby for a period of 180 days after the date on which such Loan Party on an arms-length basis in the ordinary course of business consistent with past practices for travel and entertainment expensesratings requirement is no longer satisfied; provided, relocation costs and similar purposes up to a maximum of $250,000 to any employee and up to a maximum of $1,000,000 further, that all such Investments under this clause (d) do not exceed, in the aggregate at any one time outstanding, 10% of the combined Investments of the Borrower and its Subsidiaries; (e) subject Investments by the Borrower (not including Investments in Subsidiaries) in equity securities in an aggregate amount not to Sections 4.2(a) and 4.4 exceed 10% of the Security Agreement, Investments comprised of notes payable, or stock or other securities issued by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business, consistent with past practices, or acquired as a result Consolidated Net Worth of the bankruptcy or reorganization Borrower and its Consolidated Subsidiaries; provided, that no single Investment in equity securities shall be in an amount in excess of such Account Debtor5% of the Consolidated Net Worth of the Borrower and its Consolidated Subsidiaries; (f) additional other Investments after the Closing Date in Wholly-Owned Subsidiaries which are Loan Partiesan aggregate amount not to exceed $10,000,000; (g) Permitted Acquisitions and the formation of Wholly-Owned Subsidiaries of the Borrower or PHI in connection with a Permitted Acquisition; (h) other Investments an aggregate amount not to exceed $10,000,000 in the aggregate at any time outstanding; (i) Investments in any existing or future, direct or indirect, Subsidiary which exists for the sole purpose of obtaining and holding a license which the Borrower deems necessary or advisable for its business; provided that (i) the total Investment in such Subsidiary does not exceed $100,000 in the aggregate for any one such Subsidiary or $200,000 in the aggregate for all such Subsidiaries and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be a Guarantor; (j) Investments in Unrestricted Subsidiaries not to exceed $20,000,000 in the aggregate at any time outstandingFiscal Year; and (kh) the creation and capitalization Investments by Navigators in Wholly-Owned Subsidiaries of CaptiveCo by Parent, the Borrower or any Navigators (including new Wholly-Owned Subsidiaries of their respective Subsidiaries and Investments in CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries including (i) the initial capitalization of CaptiveCo related to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) shall include the aggregate value of applicable insurance claims projected by Parent, the Borrower and their advisors to be filed in a future periodNavigators), in each case, to be made in accordance with customary practice in the insurance industry and applicable laws, rules and regulations.

Investments and Acquisitions. No Loan Party will (i) make or suffer to exist Except as permitted under Section 7.7 hereof, the Borrower shall not, and shall not permit any Investments (including without limitation, loans and advances of the Restricted Subsidiaries to, and other Investments indirectly or indirectly, Subsidiaries)make any loan or advance, or commitments thereforotherwise acquire for consideration evidences of Indebtedness, (ii) create any Subsidiary, (iii) become or remain a partner in any partnership or joint venture, or (iv) make any Acquisition, except: (a) Cash Equivalent Investments, subject to control agreements in favor of the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the Lenders; (b) Investments in Subsidiaries existing as of the Effective Date; (c) other Investments in existence on the Effective Date and described in Schedule 6.20; (d) Investments consisting of loans or advances made to employees of such Loan Party on an arms-length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $250,000 to any employee and up to a maximum of $1,000,000 in the aggregate at any one time outstanding; (e) subject to Sections 4.2(a) and 4.4 of the Security Agreement, Investments comprised of notes payable, or stock Capital Stock or other securities issued by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts any Person or other assets or property (other than assets or property in the ordinary course of business, consistent with past practices), or acquired make any Acquisition, except that so long as no Default then exists or would be caused thereby: (a) The Borrower and the Restricted Subsidiaries may, directly or through a result brokerage account (i) purchase marketable, direct obligations of the bankruptcy United States of America, its agencies and instrumentalities maturing within three hundred sixty-five (365) days of the date of purchase, (ii) purchase commercial paper issued by corporations, each of which shall have a combined net worth of at least $100 million and each of which conducts a substantial part of its business in the United States of America, maturing within two hundred seventy (270) days from the date of the original issue thereof, and rated "P-2" or reorganization better by Moodx'x Xxxestors Service, Inc., or any successor, or "A-2" or better by Standard and Poor's Ratings Group, a division of such Account DebtorMcGraw Hill, Inc., or any successor, and (iii) purchase repurchase agreements, bankers' acceptances, and certificates of deposit maturing within three hundred sixty-five (365) days of the date of purchase which are issued by, or time deposits maintained with, a United States national or state bank the deposits of which are insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation and having capital, surplus and undivided profits totaling more than $100 million and rated "A" or better by Moodx'x Xxxestors Service, Inc., or any successor, or Standard and Poor's Ratings Group, a division of McGraw Hill, Inc., or any successor; (fb) additional Investments in Wholly-Owned Subsidiaries which are Loan PartiesSubject to compliance with Section 5.13 hereof, the Borrower may own Capital Stock of any License Sub as permitted by Section 5.16 hereof; (gc) Permitted Acquisitions Provided that the Borrower complies with Section 5.13 hereof in connection therewith, and provides to the Administrative Agent and the formation of Wholly-Owned Subsidiaries of Lenders financial projections and calculations, in form and substance satisfactory to the Administrative Agent, specifically demonstrating the Borrower's compliance with Sections 7.8, 7.9, 7.10, 7.11 and 7.12 hereto and its ability to meet its repayment obligations hereunder through the Maturity Date, both before and after giving effect thereto, the Borrower or PHI in connection with a Permitted Acquisition;may make the following Acquisitions: (hi) other Investments Acquisitions of paging companies for an aggregate Net Purchase Price not to exceed $10,000,000 in 50,000,000 during the aggregate at any time outstandingterm of this Agreement; (ii) additional Acquisitions of paging companies so long as the Total Leverage Ratio, after giving effect to the proposed Acquisition, is less than 5.00 to 1; and (iii) other Acquisitions with the prior written consent of the Majority Lenders. (d) Provided that the Borrower complies with Section 5.13 hereof in connection therewith, and provides to the Administrative Agent and the Lenders financial projections and calculations, in form and substance satisfactory to the Administrative Agent specifically demonstrating the Borrower's compliance with Sections 7.8, 7.9, 7.10, 7.11 and 7.12 hereto both before and after giving effect thereto, the Borrower may make investments in wireless communications in an aggregate amount not to exceed, during the term of this Agreement, (i) Investments in any existing or future, direct or indirect, Subsidiary which exists for the sole purpose sum of obtaining and holding a license which $25,000,000 plus (ii) sixty percent (60%) of the difference of (x) the Net Available Capital Proceeds from the issuance by the Borrower deems necessary of Capital Stock on or advisable for its businessafter the Agreement Date in excess of $25,000,000 minus (y) the Net Available Capital Proceeds used to make Restricted Purchases or Restricted Payments pursuant to clause (i)(y) of Section 7.7(c) hereof, to the extent that the difference of (x) and (y) hereof is a positive number; provided that (ia) the total value of any capital stock of the Borrower issued as payment for such Investment in such Subsidiary does not exceed $100,000 in the aggregate for any one such Subsidiary or $200,000 in the aggregate for all such Subsidiaries and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be a Guarantor; excluded when calculating the maximum investment amount permitted to be made by the Borrower; (jb) Investments in Unrestricted Subsidiaries not to exceed $20,000,000 in the aggregate at any time outstanding; and (k) the creation and capitalization all ownership interests of CaptiveCo by Parent, the Borrower or any of their respective its Subsidiaries in such ventures, of whatever nature, are pledged to the Administrative Agent as Collateral for the Obligations pursuant to documentation satisfactory to the Majority Lenders, and Investments in CaptiveCo by Parent, (c) all recourse to the Borrower or any of their respective its Subsidiaries including (i) the initial capitalization of CaptiveCo related to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) any such venture shall include be limited to the aggregate value amount of applicable insurance claims projected the investment made therein by Parent, the Borrower and their advisors to be filed in a future period), in each case, to be made in accordance with customary practice herewith; and (e) The Borrower may make an investment in Inciscent on the terms set forth in the insurance industry and applicable laws, rules and regulationsInciscent Stock Purchase Agreement as in effect on the Agreement Date.

Investments and Acquisitions. No Loan Party The Company will (i) 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 which are not Wholly-Owned Subsidiaries), or commitments therefor, (ii) or to create any Subsidiary, (iii) Subsidiary or to become or remain a partner in any partnership or joint venture, or (iv) make any AcquisitionAcquisition of any Person, except: (ai) the Company or any of its Subsidiaries may invest in cash and Cash Equivalent Investments, subject to control agreements in favor of the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the Lenders;Equivalents. (bii) the Company and its Subsidiaries may acquire and hold receivables owing to them in the ordinary course of business and payable or dishargeable in accordance with customary trade terms. (iii) loans and advances to employees for business-related travel expenses, moving expenses and other similar expenses, in each case incurred in the ordinary course of business and consistent with past practices. (iv) Existing Investments in Subsidiaries existing as of the Effective Date; (c) and other Investments in existence on the Effective Date and described in Schedule 6.20;6.13 hereto. (dv) Loans and advances by the Company or any of its Subsidiaries to the Company or to any Guarantor. (vi) Other Investments consisting and Acquisitions in any fiscal year, provided that the sum of loans or advances made to employees (x) the aggregate amount of such Loan Party on an arms-length basis Investments in such fiscal year, plus (y) the ordinary course aggregate amount of business consistent with past practices consideration paid or payable for travel such Acquisitions in such fiscal year and entertainment expenses(z) all dividends, relocation costs redemptions and similar purposes up to a maximum of $250,000 to any employee and up to a maximum of $1,000,000 distributions permitted by Section 6.16 hereof in such fiscal year, do not exceed in the aggregate at any one time outstanding; (e) subject an amount equal to Sections 4.2(a) the sum of $25,000,000 plus the difference, if positive, of $25,000,000 minus such other Investments, Acquisitions and 4.4 of dividends, redemptions and distributions in the Security Agreement, Investments comprised of notes payable, or stock or other securities issued by Account Debtors fiscal year prior to such Loan Party pursuant fiscal year. Notwithstanding anything herein to negotiated agreements with respect to settlement the contrary, neither the Company nor any of its Subsidiaries shall make any Acquisition unless (A) the target of such Account Debtor’s Accounts Acquisition is in the ordinary course same line of businessbusiness as the Company, consistent with past practices, or acquired as a result of the bankruptcy or reorganization of such Account Debtor; (f) additional Investments in Wholly-Owned Subsidiaries which are Loan Parties; (g) Permitted Acquisitions and the formation of Wholly-Owned Subsidiaries of the Borrower or PHI in connection with a Permitted Acquisition; (h) other Investments not provided that up to exceed $10,000,000 in the aggregate at any time outstanding; (i) Investments in any existing or future, direct or indirect, Subsidiary which exists for may be paid by the sole purpose of obtaining and holding a license which the Borrower deems necessary or advisable for its business; provided that (i) the total Investment in such Subsidiary does not exceed $100,000 in the aggregate for any one such Subsidiary or $200,000 in the aggregate for all such Subsidiaries and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be a Guarantor; (j) Investments in Unrestricted Subsidiaries not to exceed $20,000,000 in the aggregate at any time outstanding; and (k) the creation and capitalization of CaptiveCo by Parent, the Borrower Company or any of their respective its Subsidiaries and Investments in CaptiveCo by Parentconnection with Acquisitions pursuant to which the target is not in the same line of business as the Company, the Borrower or any of their respective Subsidiaries including (iB) the initial capitalization Board of CaptiveCo related Directors (or similar governing body) and the management of the target of such Acquisition has approved such Acquisition and (c) no Default or Unmatured Default would exist after giving effect to such Acquisition on a pro forma basis acceptable to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) shall include the aggregate value of applicable insurance claims projected by Parent, the Borrower and their advisors to be filed in a future period), in each case, to be made in accordance with customary practice in the insurance industry and applicable laws, rules and regulationsAgent.

Investments and Acquisitions. No Loan Party The Borrower will (i) not, nor will it permit any Subsidiary to, make or suffer to exist any Investments Investment (including including, without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, (ii) or to create any Subsidiary, (iii) Subsidiary or to become or remain a partner in any partnership or joint venture, or (iv) to make any AcquisitionAcquisitions, except: (a) Cash Equivalent Investments, subject to control agreements in favor of the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the Lenders; (b) Investments in Subsidiaries existing as of debt securities rated A- or better by S&P, A-3 or better by Xxxxx’x or NAIC-1 or better by the Effective DateNAIC; (c) existing Investments in Subsidiaries and other Investments in existence on the Effective Date and described in Schedule 6.20Closing Date; (d) Investments consisting in debt securities not satisfying any of loans the standards set forth in clause (b) above but rated BBB- or advances made better by S&P, Baa-3 or better by Xxxxx’x or NAIC-2 or better by the NAIC; provided, that if any such Investment ceases to employees meet such ratings requirements, then such Investment shall be permitted hereby for a period of 180 days after the date on which such Loan Party on an arms-length basis in the ordinary course of business consistent with past practices for travel and entertainment expensesratings requirement is no longer satisfied; provided, relocation costs and similar purposes up to a maximum of $250,000 to any employee and up to a maximum of $1,000,000 further, that all such Investments under this clause (d) do not exceed, in the aggregate at any one time outstanding, 10% of the combined Investments of the Borrower and its Subsidiaries; (e) subject to Sections 4.2(a) and 4.4 Investments in debt securities not satisfying any of the Security Agreement, Investments comprised standards set forth in clause (b) or (d) above in an aggregate amount not exceeding 5% of notes payable, or stock or other securities issued by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business, consistent with past practices, or acquired as a result Consolidated Net Worth of the bankruptcy or reorganization of such Account DebtorBorrower and its Consolidated Subsidiaries; (f) additional Investments by the Borrower (not including Investments in Subsidiaries) in equity securities in an aggregate amount not to exceed 20% of the Consolidated Net Worth of the Borrower and its Consolidated Subsidiaries; provided that no single Investment in equity securities shall be in an amount in excess of 5% of the Consolidated Net Worth of the Borrower and its Consolidated Subsidiaries; (g) other Investments after the Closing Date in an aggregate amount not to exceed 5% of Consolidated Net Worth of the Borrower and its Consolidated Subsidiaries; (h) Acquisitions in an aggregate amount not to exceed 5% of Consolidated Net Worth of the Borrower and its Consolidated Subsidiaries in any Fiscal Year; and (i) Investments by Navigators in Wholly-Owned Subsidiaries which are Loan Parties; of Navigators (g) Permitted Acquisitions and the formation of including new Wholly-Owned Subsidiaries of the Borrower or PHI in connection with a Permitted Acquisition; (h) other Investments not to exceed $10,000,000 in the aggregate at any time outstanding; (i) Investments in any existing or future, direct or indirect, Subsidiary which exists for the sole purpose of obtaining and holding a license which the Borrower deems necessary or advisable for its businessNavigators); provided that (i) the total Investment in such Subsidiary does not exceed $100,000 in the aggregate for any one such Subsidiary or $200,000 in the aggregate for all such Subsidiaries and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be a Guarantor; (j) Investments in Unrestricted Subsidiaries not to exceed $20,000,000 in the aggregate at any time outstanding; and (k) the creation and capitalization of CaptiveCo by Parent, the Borrower or will not, and will not permit any of their respective Subsidiaries and Subsidiary to, make any Investments not in CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries including (i) the initial capitalization of CaptiveCo related to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may be required to satisfy conformity with its then applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) shall include the aggregate value of applicable insurance claims projected by Parent, the Borrower and their advisors to be filed in a future period), in each case, to be made in accordance with customary practice in the insurance industry and applicable laws, rules and regulationsinvestment guidelines.

Investments and Acquisitions. No Loan Party The Borrower will (i) not, nor will it permit any Subsidiary to, make or suffer to exist any Investments (including without limitation, excluding loans and advances to, and other Investments in, SubsidiariesSubsidiaries permitted by Section 6.11), or commitments therefor, (ii) or to create any Subsidiary, (iii) Subsidiary or to become or remain a partner in any partnership or joint venture, or (iv) to make any AcquisitionAcquisition of any Person, except: (ai) Cash Equivalent Investments, subject Investments and Investments under the Hurco Deferred Compensation Plan made pursuant to control agreements in favor of the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the Lenders;Hurco Deferred Compensation Plan Trust Agreement. (bii) Existing Investments in Subsidiaries existing as of the Effective Date; (c) and other Investments in existence on the Effective Date date hereof and described in Schedule 6.20;1. (diii) Investments consisting of loans or advances made to employees of such Loan Party on an arms-length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $250,000 to any employee and up to a maximum of $1,000,000 in the aggregate at any one time outstanding; (e) subject to Sections 4.2(a) and 4.4 of the Security Agreement, Investments comprised of notes payable, or stock or other securities issued by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business, consistent with past practices, or acquired as a result of the bankruptcy or reorganization of such Account Debtor; (f) additional Investments in Wholly-Owned Subsidiaries which are Loan Parties; (g) Permitted Acquisitions and the formation of Wholly-Owned Subsidiaries of the Borrower or PHI in connection with a Permitted Acquisition; (h) other Investments Advances not to exceed $10,000,000 1,000,000 in principal amount to MDS pursuant to the aggregate at any time outstanding; (i) Investments in any existing or futureMDS Loan Agreement, direct or indirectprovided that, Subsidiary which exists for the sole purpose of obtaining and holding a license which if the Borrower deems necessary or advisable for its business; provided that (i) the total Investment is in such Subsidiary does not exceed $100,000 in the aggregate for any one such Subsidiary or $200,000 in the aggregate for compliance with Article VI and all such Subsidiaries and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effectother provisions of this Agreement, the Subsidiary holding such license shall be Borrower may convert some or all of the amounts outstanding under the MDS Loan Agreement to equity in MDS at a Guarantor; (j) Investments in Unrestricted Subsidiaries conversion price not to exceed $20,000,000 in 0.75 per share of the aggregate at any time outstanding; and MDS Preferred Class C stock (k) the creation and capitalization of CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries and Investments in CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries including (i) the initial capitalization of CaptiveCo related to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may be required equitably adjusted from time to satisfy applicable capital requirements with respect to CaptiveCo time for any stock splits or other conversions of such stock). (which amounts described in this clause iv) The exercise of the CIMPlus Option, provided that (iia) shall include the aggregate value of applicable insurance claims projected by Parent, the Borrower is in compliance with Article VI and their advisors all other provisions of this Agreement, (b) the Borrower shall have provided to be filed in the Bank an opinion of counsel and a future periodcertificate of the chief financial officer of the Borrower (attaching computations to demonstrate compliance with all financial covenants hereunder), in each casestating that the exercise of the CIMPlus Option complies with this Section and that any other conditions under this Agreement relating to such transaction have been satisfied, (c) the grantor of the CIMPlus Option does not extend its expiration for at least 12 months, and (d) Consolidated EBITDA as of the proposed exercise date is equal to be made in accordance with customary practice or greater than that shown in the insurance industry and applicable laws, rules and regulationsBusiness Plan as of such date.

Investments and Acquisitions. No The Loan Party Parties will (i) 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, (ii) create any Subsidiary, (iii) become or remain a partner in any partnership or joint venture, or (iv) make any Acquisition, except: except for (a) Cash and Cash Equivalent Investments, subject to control agreements in favor of the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the Lenders; (b) Investments in Subsidiaries existing as existence on the Closing Date set forth on Schedule 5 and any modification, replacement, renewal, reinvestment or extension thereof (to the extent not representing an increase in the aggregate amount of the Effective Date; such Investment unless otherwise permitted hereunder), (c) other Investments in existence any Acquisition for which the aggregate purchase price therefor does not exceed twenty-five percent (25%) of Consolidated Net Worth as reflected on the Effective Date Loan Parties’ most recently submitted Compliance Certificate; provided, after giving pro forma effect to such Acquisition, (i) no Default or Unmatured Default has occurred and described is continuing or would result therefrom and (ii) the Loan Parties and their Subsidiaries are in Schedule 6.20; compliance with the financial covenants in Section 6.19, (d) Investments consisting by Loan Parties in other Loan Parties, (e) Investments by Persons that are not Loan Parties in Persons that are not Loan Parties, (f) Investments by Loan Parties in Subsidiaries that are not Loan Parties in an aggregate amount not to exceed the greater of loans $200,000,000 and twenty percent (20%) of Consolidated Net Worth as reflected on the Loan Parties’ most recently submitted Compliance Certificate; provided, after giving pro forma effect to such Investment, (i) no Default or advances made Unmatured Default has occurred and is continuing or would result therefrom and (ii) the Loan Parties and their Subsidiaries are in compliance with the financial covenants in Section 6.19, (g) Investments by Subsidiaries that are not Loan Parties in Loan Parties, (h) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers or upon the foreclosure with respect to employees any secured Investment or other transfer of such Loan Party on an arms-length basis title with respect to any secured Investment, (i) Investments in the ordinary course of business consistent with past practices consisting of Uniform Commercial Code Article 3 endorsements for travel and entertainment expensescollection or deposit, relocation costs and similar purposes up (j) advances of payroll payments to a maximum of $250,000 to any employee and up to a maximum of $1,000,000 in the aggregate at any one time outstanding; (e) subject to Sections 4.2(a) and 4.4 of the Security Agreement, Investments comprised of notes payable, or stock or other securities issued by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts employees in the ordinary course of business, consistent with past practices(k) Investments in Swap Agreements, (l) Investments constituting deposits, prepayments and other credits to suppliers made in the ordinary course of business of the Loan Parties and their Subsidiaries, (m) deposits of cash made in the ordinary course of business to secure performance of operating leases, (n) Investments held by any Person who is acquired after the Closing Date pursuant to an Investment permitted hereunder, to the extent that such Investments were not made in contemplation of, or acquired as in connection with, such Investment and were in existence on the date of such Investment, (o) a result Subsidiary of the bankruptcy Loan Parties may be established or reorganization created (but not capitalized unless otherwise permitted under this Section 6.14), (p) pawn transactions, pawn loans and other consumer loans or participations therein in the ordinary course of such Account Debtor; the day to day business of the Loan Parties and their Subsidiaries, (fq) additional Investments necessary to consummate any Foreign Restructuring consisting of the contribution of the stock of a Foreign Subsidiary to another Foreign Subsidiary, (r) Investments (other than Investments in WhollyLoan Parties or their Subsidiaries) permitted pursuant to Section 6.11(c), 6.11(o) and 6.11(p), (s) promissory notes and other non-Owned Subsidiaries which are Loan Parties; (g) Permitted Acquisitions and the formation of Wholly-Owned Subsidiaries of the Borrower or PHI cash consideration received in connection with a Permitted Acquisition; dispositions permitted by Section 6.13, (ht) Investments and other acquisitions to the extent that payment for such Investments is made solely with Equity Interests of the Loan Parties that are not Disqualified Equity Interests, (u) to exceed $10,000,000 in the aggregate at any time outstanding; extent constituting an Investment, CSO Obligations, (iv) Investments in any existing or future, direct or indirect, a Securitization Subsidiary which exists for the sole purpose of obtaining and holding a license which the Borrower deems that are necessary or advisable for its business; provided that (i) the total Investment in such Subsidiary does not exceed $100,000 in the aggregate for desirable to effect any one such Subsidiary or $200,000 in the aggregate for all such Subsidiaries and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be a Guarantor; (j) Investments in Unrestricted Subsidiaries not to exceed $20,000,000 in the aggregate at any time outstanding; and (k) the creation and capitalization of CaptiveCo by Parent, the Borrower Permitted Receivables Financing or any of their respective Subsidiaries and Investments repurchases in CaptiveCo by Parentconnection therewith and, the Borrower or any of their respective Subsidiaries including (i) the initial capitalization of CaptiveCo related to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) shall include the aggregate value of applicable insurance claims projected by Parent, the Borrower and their advisors to be filed in a future periodw), in each case, to be made in accordance with customary practice in the insurance industry and applicable laws, rules and regulations.

Investments and Acquisitions. No Loan Party The Borrower will (i) not, nor will it permit any Subsidiary to, make or suffer to exist any Investments Investment (including including, without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, (ii) or to create any Subsidiary, (iii) Subsidiary or to become or remain a partner in any partnership or joint venture, or (iv) to make any AcquisitionAcquisitions, except: (a) Cash Equivalent Investments, subject to control agreements in favor of the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the Lenders; (b) Investments in Subsidiaries existing as of debt securities rated A- or better by S&P, A3 or better by Xxxxx’x or NAIC-1 or better by the Effective DateNAIC; (c) existing Investments in Subsidiaries and other Investments in existence on the Amendment Effective Date and described in Schedule 6.20Date; (d) Investments consisting of loans in debt securities rated less than A- by S&P, A3 by Xxxxx’x or advances made to employees of NAIC-1 by the NAIC but BBB- or better by S&P, Baa3 or better by Xxxxx’x or NAIC-2 or better by the NAIC; provided, that all such Loan Party on an arms-length basis in the ordinary course of business consistent with past practices for travel and entertainment expensesInvestments under this clause (d) do not exceed, relocation costs and similar purposes up to a maximum of $250,000 to any employee and up to a maximum of $1,000,000 in the aggregate at any one time outstanding, 20% of the Total Investment Portfolio; provided, further, that if any such Investment ceases to meet such ratings requirements, then such Investment shall be permitted hereby for a period of one hundred and eighty (180) days after the date on which such ratings requirement is no longer satisfied; (e) subject to Sections 4.2(a) and 4.4 Investments in debt securities not satisfying any of the Security Agreementstandards, Investments comprised of notes payableincluding the percentage limitations, set forth in clauses (b) or stock or other securities issued by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts (d) above in the ordinary course of business, consistent with past practices, or acquired as a result an aggregate amount not exceeding 4% of the bankruptcy or reorganization of such Account DebtorTotal Investment Portfolio; (f) additional Investments by the Borrower (not including Investments in Subsidiaries) in equity securities in an aggregate amount not to exceed 10% of the Total Investment Portfolio; provided that no single Investment in equity securities (excluding investments in diversified mutual funds) shall be in an amount in excess of 20% of the total aggregate investments in equity securities; (g) other Investments after the Amendment Effective Date in an aggregate amount not to exceed 1% of the Total Investment Portfolio; (h) Acquisitions in an aggregate amount not to exceed 5% of Consolidated Net Worth of the Borrower and its Consolidated Subsidiaries in any Fiscal Year; and (i) Investments by Navigators in Wholly-Owned Subsidiaries which are Loan Parties; of Navigators (g) Permitted Acquisitions and the formation of including new Wholly-Owned Subsidiaries of the Borrower or PHI in connection with a Permitted Acquisition; (h) other Investments not to exceed $10,000,000 in the aggregate at any time outstanding; (i) Investments in any existing or future, direct or indirect, Subsidiary which exists for the sole purpose of obtaining and holding a license which the Borrower deems necessary or advisable for its businessNavigators); provided that (i) the total Investment in such Subsidiary does not exceed $100,000 in the aggregate for any one such Subsidiary or $200,000 in the aggregate for all such Subsidiaries and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be a Guarantor; (j) Investments in Unrestricted Subsidiaries not to exceed $20,000,000 in the aggregate at any time outstanding; and (k) the creation and capitalization of CaptiveCo by Parent, the Borrower or will not, and will not permit any of their respective Subsidiaries and Subsidiary to, make any Investments not in CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries including (i) the initial capitalization of CaptiveCo related to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may be required to satisfy conformity with its then applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) shall include the aggregate value of applicable insurance claims projected by Parent, the Borrower and their advisors to be filed in a future period), in each case, to be made in accordance with customary practice in the insurance industry and applicable laws, rules and regulationsinvestment guidelines.

Investments and Acquisitions. No Loan Party The Company will (i) not, nor will it permit any Restricted Subsidiary to, make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, (ii) create any Subsidiary, (iii) become or remain a partner in any partnership or joint venture, or (iv) to make any AcquisitionFuture Acquisition of any Person, except: (ai) Investments in cash and Cash Equivalent Investments, subject to control agreements in favor of the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the LendersEquivalents; (bii) Investments in Subsidiaries existing as of the Effective DateCompany and the Guarantors; (ciii) other (a) Investments in existence on the Effective Date and described (b) so long as no Default or Unmatured Default has occurred and is continuing or would be caused thereby, Investments in Schedule 6.20an SPC in connection with a Permitted Securitization and in an aggregate outstanding amount for this clause (b) not to exceed (x) 10% of the aggregate principal amount of Indebtedness permitted to be incurred in respect of Permitted Securitizations plus (y) the aggregate amount of accounts and notes receivables and related rights and property transferred to an SPC in connection with Permitted Securitizations plus (z) the aggregate amount of capital contributions and loans made or deemed made by the transferor to the SPC in respect of a portion of the purchase price for such transferred assets not paid in cash; 509265-1946-Active.21307007.121307007.7 (iv) Investments by Foreign Subsidiaries that are not Foreign Subsidiary Borrowers in other Foreign Subsidiaries; (dv) Investments consisting the Company and its Restricted Subsidiaries may make intercompany loans between and among one another (including through cash pooling arrangements) (collectively, “Intercompany Loans”); provided that at no one time shall the aggregate outstanding principal amount of loans all net Intercompany Loans made in reliance on this clause (v) by Loan Parties to External Subsidiaries or advances made by Domestic Loan Parties to employees Foreign Loan Parties, exceed the Dollar Equivalent Amount of $75,000,000 (determined without regard to any write-downs or write-offs of such Intercompany Loans) and no Intercompany Loan Party on an arms-length basis in the ordinary course of business consistent with past practices for travel shall be permitted under this clause (v) if a Default or Unmatured Default has occurred and entertainment expenses, relocation costs and similar purposes up to a maximum of $250,000 to any employee and up to a maximum of $1,000,000 in the aggregate at any one time outstandingis continuing or would be caused thereby; (evi) subject to Sections 4.2(a) and 4.4 Investments received as part of the Security Agreement, Investments comprised settlement of notes payable, litigation or stock or other securities issued by Account Debtors in satisfaction of extensions of credit to such Loan Party any Person pursuant to negotiated agreements with respect to the reorganization, bankruptcy or liquidation of such Person or a good faith settlement of debts with such Account Debtor’s Accounts Person; (vii) Investments received in settlement of amounts due to the Company or any Restricted Subsidiary effected in the ordinary course of business, consistent with past practices, or acquired as a result of the bankruptcy or reorganization of such Account Debtor.; (fviii) additional so long as no Default or Unmatured Default has occurred and is continuing or would be caused thereby, other Investments provided that the aggregate amount of such Investments made (net of any return in Wholly-Owned Subsidiaries which are Loan Partiescash (including via book entry) of the principal amount thereof) in any consecutive four fiscal quarter period does not exceed 10% of Total Tangible Assets as of the beginning of such period, as set forth on the consolidated balance sheet of the Company included in the financial statements of the Company delivered pursuant to Section 6.1(i) or (ii) for the most recently ended fiscal quarter (or fiscal year if such fiscal quarter is the fourth fiscal quarter of the Company’s fiscal year) prior to such period; (gix) Permitted Acquisitions so long as no Default or Unmatured Default has occurred and the formation of Wholly-Owned Subsidiaries of the Borrower is continuing or PHI in connection with a Permitted Acquisition; would be caused thereby, any (h1) other Investments not to exceed $10,000,000 in the aggregate at any time outstanding; Future Acquisition or (i2) Investments in any existing or futureby Restricted Subsidiaries to effect the acquisition or redemption of Equity Interests of AEVI International GmbH by the Company and/or its Restricted Subsidiaries from the minority owners of such joint venture, direct or indirect, Subsidiary which exists for the sole purpose of obtaining and holding a license which the Borrower deems necessary or advisable for its business; provided that (i) the total Investment in such Subsidiary does not exceed $100,000 in the aggregate for any one such Subsidiary or $200,000 in the aggregate for all such Subsidiaries and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be a Guarantor; (j) Investments in Unrestricted Subsidiaries not to exceed $20,000,000 in the aggregate at any time outstanding; and (k) the creation and capitalization of CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries and Investments in CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries including (i) the initial capitalization of CaptiveCo related to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) shall include the aggregate value of applicable insurance claims projected by Parent, the Borrower and their advisors to be filed in a future period)so long as, in each case, (A) in the case of the acquisition of Persons that do not become Guarantors or acquired property or assets that is not acquired by the Company or a Guarantor the aggregate amount of consideration in respect of such Persons that do not become Guarantors or acquired property or assets that is not acquired by the Company or a Guarantor (including without limitation any payments in cash, Capital Stock or other consideration, any direct or deferred payments (to the extent such deferred payments should be made shown as a liability on a balance sheet of the Company and its Restricted Subsidiaries in accordance with customary practice GAAP) and the amount of any Indebtedness (other than Letters of Credit incurred in the insurance industry ordinary course of business) assumed pursuant to such Future Acquisition) paid or payable by the Company or any Restricted Subsidiary in connection with any such Future Acquisition and any Investments described in clause (2) above, to the extent pursuant to this clause (ix) does not exceed the greater of $100,000,000 and 2.5% of Total Tangible Assets as shown on or determined in accordance with the most recent financial statements of the Company delivered pursuant to Section 6.1(i) or (ii), (B) such Future Acquisition and any Investment 509265-1946-Active.21307007.121307007.7 described in clause (2) above, in each case, is not a Hostile Acquisition and (C) on a Pro Forma Basis after giving effect to such Investment and any Investments described in clause (2) above, as applicable, the Company is in compliance with the financial covenants set forth in Sections 6.22 and 6.23, recomputed as of the last day of the most recently ended fiscal quarter of the Company for which financial statements are available under 6.1(i) or (ii). Any Investments acquired in connection with such permitted Future Acquisition shall be permitted, provided that such Investments were not made in connection with the anticipation of such Future Acquisition; (x) so long as no Default or Unmatured Default has occurred and is continuing or would be caused thereby, Investments to the extent that on a Pro Forma Basis immediately after giving effect to such Investment, the Company’s Total Net Leverage Ratio is less than or equal to the Total Net Leverage Ratio applicable lawsas of such date as set forth in Section 6.22 less 0.25 to 1.00 (provided that if such ratio under Section 6.22 is 4.00 to 1.00 or less no such reduction of 0.25 to 1.00 shall be made), rules recomputed as of the last day of the most recently ended fiscal quarter of the Company for which financial statements are available under 6.1(i) and regulations.(ii); (xi) so long as no Default or Unmatured Default has occurred and is continuing or would be caused thereby, on and after the Acquisition Closing Date, Investments consisting of loans on arms-length terms, or terms more favorable to the Company and its Restricted Subsidiaries other than the Target (in each case as determined in good faith judgment of the Company) to the Target and/or its Subsidiaries (and Investments in the form of intermediate intercompany loans to Wholly Owned Restricted Subsidiaries (other than the Target and its Subsidiaries) to finance the same), provided that such outstanding Investments to the Target and its Subsidiaries shall not in the aggregate (without duplication) exceed €500,000,000 at any one time; (xii) the Acquisition pursuant to the Acquisition Documentation and any subsequent acquisitions of Target Shares (including any Investments in connection therewith to permit the Company or its Restricted Subsidiaries to consummate the Transactions as contemplated by the Acquisition Documentation or subsequently cause the Target to become a Wholly Owned Subsidiary of the Company, including investments in the form of the contribution of Target Shares to Wholly Owned Restricted Subsidiaries (other than the Target and its Subsidiaries)); (xiii) Receivables owing to the Company and extensions of trade credit in the ordinary course of business; (xiv) Investments held by Target in the case of the Acquisition or a Person acquired in a Future Acquisition in each case to the extent that such Investments were not made in contemplation of or in connection with such acquisition and were in existence on the date of such acquisition; (xv) Investments consisting of the licensing, sublicensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons; 509265-1946-Active.21307007.121307007.7 (xvi) any Investment consisting of cash deposits (including escrowed deposits) pursuant to binding commitments of the Company or its Restricted Subsidiaries in effect with respect to (i) issuances or refinancings of Indebtedness otherwise permitted hereunder and (ii) Future Acquisitions permitted hereunder and not yet consummated; (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; (xviii) So long as no Default or Unmatured Default has occurred and is continuing, Investments in an aggregate amount not to exceed the unused Available Amount; and

Investments and Acquisitions. No Loan Obligated Party will (i) make or suffer to exist any Investments (including including, without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefortherefor (including Contingent Obligations), (ii) create any Subsidiary, (iii) or become or remain a partner in any partnership or joint venture, or (iv) make any Acquisition, except: (a) Cash Equivalent Investments, subject to control agreements in favor of the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the Lenders; (b) existing Investments in Subsidiaries existing as of the Effective DateSubsidiaries; (c) additional Investments and commitments therefor (referred to in this clause (c) as “subject Investments”) made (1) after the Closing Date and prior to the date on which Unused Availability first becomes less than $75,000,000, and (2) thereafter, in amounts not to exceed $20,000,000 during the then-current Fiscal Year of the Parent (or, in the case of the Fiscal Year in which the Unused Availability first becomes less than $75,000,000, the pro rata portion of $20,000,000 for the remaining portion of that Fiscal Year); provided that any portion of such subject Investments which is not used in a Fiscal Year may be carried over for use in any other subsequent Fiscal Year; (d) Contingent Obligations permitted by Section 6.15; (e) Investments by an Obligated Party in another Obligated Party; (f) Investments in existence on the Effective Closing Date and described in Schedule 6.20; (d) Investments consisting of loans or advances made to employees of such Loan Party on an arms-length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $250,000 to any employee and up to a maximum of $1,000,000 in the aggregate at any one time outstanding; (e) subject to Sections 4.2(a) and 4.4 of the Security Agreement, Investments comprised of notes payable, or stock or other securities issued by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business, consistent with past practices, or acquired as a result of the bankruptcy or reorganization of such Account Debtor; (f) additional Investments in Wholly-Owned Subsidiaries which are Loan Parties5.29; (g) Permitted Acquisitions and the formation of Wholly-Owned Subsidiaries of the Borrower or PHI in connection with a Permitted AcquisitionAcquisitions; (h) loans and other Investments extensions of credit made in connection with the Parent’s employee stock ownership plan; provided that the aggregate amount of such loans and other extensions of credit made shall not to exceed $10,000,000 in 1,500,000 during any Fiscal Year of the aggregate at any time outstandingParent; (i) Investments notes receivable received in connection with any existing or future, direct or indirect, Subsidiary which exists for the sole purpose of obtaining and holding a license which the Borrower deems necessary or advisable for its businessdisposition permitted hereunder; provided that (i) the total Investment in aggregate amount of such Subsidiary does notes receivable received shall not exceed $100,000 2,000,000 in the aggregate for during any one such Subsidiary or $200,000 in Fiscal Year of the aggregate for all such Subsidiaries and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be a Guarantor;Parent; and (j) Investments in Unrestricted acquisitions by the Parent of Capital Stock or all or substantially all of the assets of any of its direct or indirect Subsidiaries, so long as the acquisition consideration represents no more than the fair market value therefor; provided that the aggregate amount of such consideration attributable to the interests of Persons other than the Parent and its Wholly-Owned Subsidiaries shall not to exceed $20,000,000 in 15,000,000 during any Fiscal Year of the aggregate at any time outstanding; and (k) the creation and capitalization of CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries and Investments in CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries including (i) the initial capitalization of CaptiveCo related to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) shall include the aggregate value of applicable insurance claims projected by Parent, the Borrower and their advisors to be filed in a future period), in each case, to be made in accordance with customary practice in the insurance industry and applicable laws, rules and regulations.

Investments and Acquisitions. No Loan Party The Company will (i) 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 which are not Wholly-Owned Subsidiaries), or commitments therefor, (ii) or to create any Subsidiary, (iii) Subsidiary or to become or remain a partner in any partnership or joint venture, or (iv) make any AcquisitionAcquisition of any Person, except: (ai) the Company or any of its Subsidiaries may invest in cash and Cash Equivalent Investments, subject to control agreements in favor of the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the Lenders;Equivalents. (bii) the Company and its Subsidiaries may acquire and hold receivables owing to them in the ordinary course of business and payable or dishargeable in accordance with customary trade terms. (iii) loans and advances to employees for business-related travel expenses, moving expenses and other similar expenses, in each case incurred in the ordinary course of business and consistent with past practices. (iv) Existing Investments in Subsidiaries existing as of the Effective Date; (c) and other Investments in existence on the Effective Date and described in Schedule 6.20;6.13 hereto. (dv) Loans and advances by the Company or any of its Subsidiaries to the Company or to any Guarantor. (vi) The Dillxx Xxxuisition, in accordance with the terms of this Agreement. (vii) Other Investments consisting and Acquisitions in any fiscal year, provided that the sum of loans or advances made to employees (x) the aggregate amount of such Loan Party on an arms-length basis Investments in such fiscal year, plus (y) the ordinary course aggregate amount of business consistent with past practices consideration paid or payable for travel such Acquisitions in such fiscal year and entertainment expenses(z) all dividends, relocation costs redemptions and similar purposes up to a maximum of $250,000 to any employee and up to a maximum of $1,000,000 distributions permitted by Section 6.16 hereof in such fiscal year, do not exceed in the aggregate at any one time outstanding; (e) subject an amount equal to Sections 4.2(a) the sum of $25,000,000 plus the difference, if positive, of $25,000,000 minus such other Investments, Acquisitions and 4.4 of dividends, redemptions and distributions in the Security Agreement, Investments comprised of notes payable, or stock or other securities issued by Account Debtors fiscal year prior to such Loan Party pursuant fiscal year. Notwithstanding anything herein to negotiated agreements with respect to settlement the contrary, neither the Company nor any of its Subsidiaries shall make any Acquisition unless (A) the target of such Account Debtor’s Accounts Acquisition is in the ordinary course same line of businessbusiness as the Company, consistent with past practices, or acquired as a result of the bankruptcy or reorganization of such Account Debtor; (f) additional Investments in Wholly-Owned Subsidiaries which are Loan Parties; (g) Permitted Acquisitions and the formation of Wholly-Owned Subsidiaries of the Borrower or PHI in connection with a Permitted Acquisition; (h) other Investments not provided that up to exceed $10,000,000 in the aggregate at any time outstanding; (i) Investments in any existing or future, direct or indirect, Subsidiary which exists for may be paid by the sole purpose of obtaining and holding a license which the Borrower deems necessary or advisable for its business; provided that (i) the total Investment in such Subsidiary does not exceed $100,000 in the aggregate for any one such Subsidiary or $200,000 in the aggregate for all such Subsidiaries and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be a Guarantor; (j) Investments in Unrestricted Subsidiaries not to exceed $20,000,000 in the aggregate at any time outstanding; and (k) the creation and capitalization of CaptiveCo by Parent, the Borrower Company or any of their respective its 58 59 Subsidiaries and Investments in CaptiveCo by Parentconnection with Acquisitions pursuant to which the target is not in the same line of business as the Company, the Borrower or any of their respective Subsidiaries including (iB) the initial capitalization Board of CaptiveCo related Directors (or similar governing body) and the management of the target of such Acquisition has approved such Acquisition and (c) no Default or Unmatured Default would exist after giving effect to such Acquisition on a pro forma basis acceptable to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) shall include the aggregate value of applicable insurance claims projected by Parent, the Borrower and their advisors to be filed in a future period), in each case, to be made in accordance with customary practice in the insurance industry and applicable laws, rules and regulationsAgent.

Investments and Acquisitions. No Loan Party will (i) Make any Acquisition, or enter into an agreement to make any Acquisition, or make or suffer to exist any Investments (including without limitationInvestment, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, (ii) create any Subsidiary, (iii) become or remain a partner in any partnership or joint venture, or (iv) make any Acquisition, exceptthan: (a) Investments in Cash Equivalent Investments, subject to control agreements in favor of the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the LendersCash Equivalents; (b) Investments advances to officers, directors and employees of Borrower or its Subsidiaries for travel, entertainment, housing expenses, relocation, stock option plans, or otherwise in Subsidiaries existing as connection with their employment or the business of the Effective DateBorrower or any of its Subsidiaries; (c) other Investments of Borrower in existence on the Effective Date any of its wholly-owned Subsidiaries and described Investments of any Subsidiary of Borrower in Schedule 6.20Borrower or any of Borrower’s wholly-owned Subsidiaries; (d) Acquisitions of or Investments in Persons engaged primarily in the same businesses as Borrower and its Subsidiaries, or in a business reasonably related to such businesses, including electronic commerce and similar activities related to real estate; (e) Acquisitions of or Investments in the Borrower’s own capital stock; (f) Acquisitions of or Investments in Persons engaged primarily in businesses other than those permitted by Sections 6.4(d), provided that the aggregate cost of all such Acquisitions and Investments made in any fiscal year does not exceed $100,000,000; (g) Investments in Subsidiaries in existence on the Closing Date or as otherwise disclosed on Schedule 6.4; (h) Investments received in connection with the settlement of a bona fide dispute with another Person; (i) Investments consisting of loans or advances made readily marketable securities actively traded on a public exchange, provided that (i) the aggregate amount of any such Investments at any one time does not exceed $100,000,000 and (ii) subject to employees Section 6.16 hereof, the Borrower’s Investment in KB France shall be permitted for all purposes hereunder and shall not be subject to the limitation set forth in clause (i) of such Loan Party on an arms-length basis this Section 6.4(i); and (j) Investments consisting of the extension of credit to suppliers in the ordinary course of business consistent with past practices for travel and entertainment expensesany Investments received in satisfaction or partial satisfaction thereof, relocation costs and similar purposes up to a maximum of $250,000 to any employee and up to a maximum of $1,000,000 in provided that the aggregate amount of any such Investments at any one time outstanding; (e) subject to Sections 4.2(a) and 4.4 of the Security Agreement, Investments comprised of notes payable, or stock or other securities issued by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business, consistent with past practices, or acquired as a result of the bankruptcy or reorganization of such Account Debtor; (f) additional Investments in Wholly-Owned Subsidiaries which are Loan Parties; (g) Permitted Acquisitions and the formation of Wholly-Owned Subsidiaries of the Borrower or PHI in connection with a Permitted Acquisition; (h) other Investments not to exceed $10,000,000 in the aggregate at any time outstanding; (i) Investments in any existing or future, direct or indirect, Subsidiary which exists for the sole purpose of obtaining and holding a license which the Borrower deems necessary or advisable for its business; provided that (i) the total Investment in such Subsidiary does not exceed $100,000 50,000,000; but in the aggregate for any one such Subsidiary or $200,000 in the aggregate for all such Subsidiaries and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effectevents, the Subsidiary holding such license shall be a Guarantor; (j) Investments in Unrestricted Subsidiaries not to exceed $20,000,000 in the aggregate at any time outstanding; and (k) the creation and capitalization of CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries and Investments in CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries including (i) the initial capitalization of CaptiveCo related subject to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) shall include the aggregate value restrictions of applicable insurance claims projected by Parent, the Borrower and their advisors to be filed in a future period), in each case, to be made in accordance with customary practice in the insurance industry and applicable laws, rules and regulationsSection 6.16.

Investments and Acquisitions. No Loan Party The Borrower will (i) not, nor will it permit any Included Subsidiary to, make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, (ii) or to create any Subsidiary, (iii) Subsidiary or to become or remain a partner in any partnership or joint venture, or (iv) to make any AcquisitionAcquisition of any Person, except: (ai) Cash Equivalent InvestmentsShort-term obligations of, subject to control agreements in favor or fully guaranteed by, the United States of the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the Lenders;America. (bii) Investments in Subsidiaries existing as Commercial paper rated A-l or better by Standard and Poor's Ratings Group, a division of the Effective Date;McGraw Hill, or P-l or better by Moodx'x Investors Service, Inc. (ciii) other Investments in existence on the Effective Date and described in Schedule 6.20; (d) Investments consisting of loans or advances made to employees of such Loan Party on an arms-length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $250,000 to any employee and up to a maximum of $1,000,000 in the aggregate at any one time outstanding; (e) subject to Sections 4.2(a) and 4.4 of the Security Agreement, Investments comprised of notes payable, or stock or other securities issued by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts Demand deposit accounts maintained in the ordinary course of business, consistent . (iv) Certificates of deposit issued by and time deposits with past practices, commercial banks (whether domestic or acquired as a result foreign) having capital and surplus in excess of $100,000,000. (v) Investments in existence on the date hereof and described in Schedule "3" hereto. (vi) Investments in the ordinary course of the bankruptcy or reorganization of such Account Debtor;Borrower's mortgage banking business to purchase: (fa) additional Qualifying Loans (and in connection with commitments to purchase the same); and (b) real estate acquired by foreclosure. (vii) Investments in Wholly-Owned the ordinary course of the Borrower's mortgage banking business to enter into Rate Hedging Agreements to the extent permitted pursuant to Section 6.11. (viii) Investments in Subsidiaries, whether created or acquired, which (i) have executed and delivered either a joinder in this Agreement and thereby assumed joint and several liability for the Borrower's obligations hereunder or a guaranty of the Borrower's obligations hereunder in each case in form and substance satisfactory to the Agent and provided that the Obligations as so undertaken by such Subsidiary constitute "Senior Indebtedness" under the Indenture or any other indenture governing any Subordinated Notes issued hereafter or (ii) are Excluded Subsidiaries. (ix) Investments in Subsidiaries which are Loan Parties; (g) Permitted Acquisitions and the formation of Wholly-Owned Subsidiaries single purpose, bankruptcy remote entities created to facilitate securitization of the Borrower Borrower's Qualifying Loans and are wholly owned by the Borrower, directly or PHI in connection with a Permitted Acquisition; (h) other Investments indirectly, and do not to exceed $10,000,000 in the aggregate at have any time outstanding; (i) Investments in any existing or future, direct or indirect, Subsidiary which exists for the sole purpose of obtaining and holding a license which the Borrower deems necessary or advisable for its business; provided that (i) the total Investment in such Subsidiary does not exceed $100,000 in the aggregate for any one such Subsidiary or $200,000 in the aggregate for all such Subsidiaries and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be a Guarantor; (j) Investments in Unrestricted Subsidiaries not to exceed $20,000,000 in the aggregate at any time outstanding; and (k) the creation and capitalization of CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries and Investments in CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries including (i) the initial capitalization of CaptiveCo related to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) shall include the aggregate value of applicable insurance claims projected by Parent, the Borrower and their advisors to be filed in a future period), in each case, to be made in accordance with customary practice in the insurance industry and applicable laws, rules and regulationsIndebtedness.

Investments and Acquisitions. No Loan Party will (i) Make, incur or assume, or permit to exist, or make any offer or suffer commitment to exist make, or enter into any agreement to make, any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, (ii) create any Subsidiary, (iii) become or remain a partner in any partnership other Person or joint venture, or (iv) make any Acquisition, Acquisitions; except: (a) Cash Equivalent Permitted Investments, subject to control agreements in favor of the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the Lenders; (b) Investments by any Subsidiary Guarantor in Subsidiaries existing as of the Effective DateBorrower or in any other Subsidiary Guarantor; (c) other subject always to the restrictions and limitations contained in Section 8.2(f), Investments (including capital contributions) by the Parent Company in existence on the Effective Date Borrower or any Subsidiary Guarantor, and described Investments by the Borrower in Schedule 6.20any Subsidiary Guarantor; (d) Investments consisting of loans or advances made to employees of such Loan Party on an arms-length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $250,000 to any employee and up to a maximum of $1,000,000 in the aggregate at any one time outstandingPermitted Acquisitions; (e) subject to Sections 4.2(aAcquisitions (including Acquisitions of Equity Interests) and 4.4 of the Security Agreement, Investments comprised of notes payable, or stock or other securities issued by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business, consistent with past practices, or acquired as a result of the bankruptcy or reorganization of such Account Debtor; (f) additional Investments in Wholly-Owned Subsidiaries which are Loan Parties; (g) Permitted Acquisitions and the formation of Wholly-Owned Subsidiaries of the Borrower or PHI any of the Subsidiary Guarantors, in connection with a Permitted Acquisition; single transaction or in a series of related transactions, for an Amount (h) other Investments not to exceed $10,000,000 exclusive of consideration paid in the aggregate at any time outstanding; (iform of Permitted Equity Interests of the Parent Company) Investments in any existing or future, direct or indirect, Subsidiary which exists for the sole purpose of obtaining and holding a license which the Borrower deems necessary or advisable for its business; provided that (i) the total Investment in such Subsidiary does not exceed exceeding $100,000 5,000,000 in the aggregate for any one such Subsidiary single transaction or $200,000 series of related transactions; provided, however, that: (i) the aggregate Amount paid (exclusive of consideration paid in the aggregate form of Permitted Equity Interests of the Parent Company, and exclusive of the consideration paid in the Pending Acquisition) by the Parent Company or the Borrower or by any of their Subsidiaries for all of such Subsidiaries Acquisitions pursuant to this clause (e) (determined on a consolidated basis) during any Fiscal Year shall not exceed $5,000,000; and (ii) if the failure both immediately before and immediately after giving effect to have any such license could reasonably Acquisition, no Defaults shall then be expected to have a Material Adverse Effect, the Subsidiary holding such license continuing or shall be a Guarantor; (j) Investments in Unrestricted Subsidiaries not to exceed $20,000,000 in the aggregate at any time outstandingresult therefrom; and (kf) the creation and capitalization of CaptiveCo any Acquisition by Parent, the Borrower or by any of their respective Subsidiaries and Investments 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 CaptiveCo by Parentthe form of Permitted Equity Interests of the Parent Company; provided, the Borrower or any of their respective Subsidiaries including however, that (i) at least five (5) Business Days prior to completion of any such Acquisition, the initial capitalization of CaptiveCo related Principal Companies shall have delivered to the establishment thereof Administrative Agent (A) true and complete copies of all Acquisition Documentation relating to such Acquisition, and (B) a Compliance Certificate duly executed by an Authorized Officer of each Principal Company, which certificate shall contain (1) financial information, reasonably satisfactory to the Administrative Agent, showing that, after giving effect on a Pro Forma Basis to such Acquisition, the Principal Companies shall not be in violation of any of the financial covenants contained in Section 8.4 as of the then most recent Covenant Determination Date, and (2) a captive insurance company and/or statement that no Default is then continuing or will be continuing immediately after giving effect to such Acquisition, and (ii) ongoing capital contributions by Parentboth immediately before and immediately after giving effect to any such Acquisition, the Borrower no Defaults shall then be continuing or such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) shall include the aggregate value of applicable insurance claims projected by Parent, the Borrower and their advisors to be filed in a future period), in each case, to be made in accordance with customary practice in the insurance industry and applicable laws, rules and regulationsresult therefrom.

Investments and Acquisitions. No Loan Party The Borrower will (i) not, nor will it permit any Subsidiary to, make or suffer to exist any Investments (including including, without limitation, loans and advances to, and other Investments in, to Subsidiaries), or commitments therefortherefore, (ii) create any Subsidiary, (iii) or to become or remain a partner in any partnership or joint venture, or (iv) to make any AcquisitionAcquisition of any Person, except: except for (a) Cash Equivalent Investments, subject to control agreements in favor of the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the Lenders; (b) Investments existing investments in Subsidiaries existing as of the Effective Date; (c) and other Investments in existence on the Effective Date and described in Schedule 6.20; (d) Investments consisting of loans or advances made to employees of such Loan Party on an arms-length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $250,000 to any employee and up to a maximum of $1,000,000 in the aggregate at any one time outstanding; (e) subject to Sections 4.2(a) and 4.4 of the Security Agreement, Investments comprised of notes payableClosing Date, or stock or other securities issued by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in (c) Acquisition Investment(s) during the ordinary course of business, consistent with past practices, or acquired preceding twelve (12) month period as a result of the bankruptcy or reorganization of such Account Debtor; (f) additional Investments in Wholly-Owned Subsidiaries which are Loan Parties; (g) Permitted Acquisitions and the formation of Wholly-Owned Subsidiaries of the Borrower or PHI in connection with a Permitted Acquisition; (h) other Investments not to exceed $10,000,000 in the aggregate at any time outstanding; (i) Investments in any existing or future, direct or indirect, Subsidiary which exists for the sole purpose of obtaining and holding a license which the Borrower deems necessary or advisable for its business; provided that long as (i) the total Investment in aggregate purchase price of such Subsidiary does Acquisition Investment(s) do not exceed $100,000 in twenty percent (20%) of the aggregate for any one such Subsidiary or $200,000 in Consolidated Tangible Net Worth as reflected on the aggregate for all such Subsidiaries Borrower's most recently submitted Compliance Certificate, and (ii) if the failure purchase price of any single Acquisition Investment does not exceed ten percent (10%) of the Consolidated Tangible Net Worth as reflected on the Borrower's most recently submitted Compliance Certificate; provided, however, (iii) for the three (3) month period beginning September 30, 2013 and ending December 31, 2013, Borrower may contract for and close on purchases of Acquisition Investments (in addition to those Acquisition Investments permitted by [i] and [ii] preceding) which have such license could reasonably be expected to have a Material Adverse Effectan aggregate purchase price of up to, the Subsidiary holding such license shall be a Guarantor; but not exceeding $60,000,000.00. For purposes of this Section 6.14, (j) Investments in Unrestricted Subsidiaries not to exceed $20,000,000 in the aggregate at any time outstanding; and (ky) the creation term "Acquisition Investment" shall include, but not be limited to, investment in a newly created company with limited or no operating history and/or with limited or no tangible assets and capitalization (z) as of CaptiveCo by ParentJanuary 1, the Borrower or any of their respective Subsidiaries and Investments in CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries including (i) the initial capitalization of CaptiveCo related to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) shall include the aggregate value of applicable insurance claims projected by Parent2013, the Borrower and their advisors to the Lenders agree that, for covenant calculation purposes, the aggregate amount of the Acquisition Investments for the preceding twelve (12) month period will be filed in a future period), in each case, to be made in accordance with customary practice in the insurance industry and applicable laws, rules and regulations$0.00."

Investments and Acquisitions. No Loan Party The Company will (i) not, nor will it permit any Restricted Subsidiary to, make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, (ii) create any Subsidiary, (iii) become or remain a partner in any partnership or joint venture, or (iv) to make any AcquisitionFuture Acquisition of any Person, except: (ai) Investments in cash and Cash Equivalent Investments, subject to control agreements in favor of the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the LendersEquivalents; (bii) Investments in Subsidiaries existing as of the Effective DateCompany and the Guarantors; (ciii) other (a) Investments in existence on the Effective Date and described (b) so long as no Default or Unmatured Default has occurred and is continuing or would be caused thereby, Investments in Schedule 6.20an SPC in connection with a Permitted Securitization and in an aggregate outstanding amount for this clause (b) not to exceed (x) 10% of the aggregate principal amount of Indebtedness permitted to be incurred in respect of Permitted Securitizations plus (y) the aggregate amount of accounts and notes receivables and related rights and property transferred to an SPC in connection with Permitted Securitizations plus (z) the aggregate amount of capital contributions and loans made or deemed made by the transferor to the SPC in respect of a portion of the purchase price for such transferred assets not paid in cash; (div) Investments consisting of loans or advances made to employees of such Loan Party on an arms-length basis by Foreign Subsidiaries that are not Foreign Subsidiary Borrowers in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $250,000 to any employee and up to a maximum of $1,000,000 in the aggregate at any one time outstandingother Foreign Subsidiaries that are Restricted Subsidiaries; (ev) subject the Company and its Restricted Subsidiaries may make intercompany loans between and among one another (including through cash pooling arrangements) (collectively, “Intercompany Loans”); provided that at no one time shall the aggregate outstanding principal amount of all net Intercompany Loans made in reliance on this clause (v) by Loan Parties to Sections 4.2(aExternal Subsidiaries or by Domestic Loan Parties to Foreign Loan Parties, exceed the Dollar Equivalent Amount of $75,000,000 (determined without regard to any write-downs or write-offs of such Intercompany Loans) and 4.4 no Intercompany Loan shall be permitted under this clause (v) if a Default or Unmatured Default has occurred and is continuing or would be caused thereby; (vi) Investments received as part of the Security Agreement, Investments comprised settlement of notes payable, litigation or stock or other securities issued by Account Debtors in satisfaction of extensions of credit to such Loan Party any Person pursuant to negotiated agreements with respect to the reorganization, bankruptcy or liquidation of such Person or a good faith settlement of debts with such Account Debtor’s Accounts Person; (vii) Investments received in settlement of amounts due to the Company or any Restricted Subsidiary effected in the ordinary course of business, consistent with past practices, or acquired as a result of the bankruptcy or reorganization of such Account Debtor.; (fviii) additional so long as no Default or Unmatured Default has occurred and is continuing or would be caused thereby, other Investments provided that the aggregate amount of such Investments made (net of any return in Wholly-Owned Subsidiaries which are Loan Partiescash (including via book entry) of the principal amount thereof) in any consecutive four fiscal quarter period does not exceed 10% of Total Tangible Assets as of the beginning of such period, as set forth on the consolidated balance sheet of the Company included in the financial statements of the Company delivered pursuant to Section 6.1(i) or (ii) for the most recently ended fiscal quarter (or fiscal year if such fiscal quarter is the fourth fiscal quarter of the Company’s fiscal year) prior to such period; (gix) Permitted Acquisitions so long as no Default or Unmatured Default has occurred and the formation of Wholly-Owned Subsidiaries of the Borrower is continuing or PHI in connection with a Permitted Acquisition; would be caused thereby, any (h1) other Investments not to exceed $10,000,000 in the aggregate at any time outstanding; Future Acquisition or (i2) Investments in any existing or futureby Restricted Subsidiaries to effect the acquisition or redemption of Equity Interests of AEVI International GmbH by the Company and/or its Restricted Subsidiaries from the minority owners of such joint venture, direct or indirect, Subsidiary which exists for the sole purpose of obtaining and holding a license which the Borrower deems necessary or advisable for its business; provided that (i) the total Investment in such Subsidiary does not exceed $100,000 in the aggregate for any one such Subsidiary or $200,000 in the aggregate for all such Subsidiaries and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be a Guarantor; (j) Investments in Unrestricted Subsidiaries not to exceed $20,000,000 in the aggregate at any time outstanding; and (k) the creation and capitalization of CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries and Investments in CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries including (i) the initial capitalization of CaptiveCo related to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) shall include the aggregate value of applicable insurance claims projected by Parent, the Borrower and their advisors to be filed in a future period)so long as, in each case, (A) in the case of the acquisition of Persons that do not become Guarantors or acquired property or assets that is not acquired by the Company or a Guarantor the aggregate amount of consideration in respect of such Persons that do not become Guarantors or acquired property or assets that is not acquired by the Company or a Guarantor (including without limitation any payments in cash, Capital Stock or other consideration, any direct or deferred payments (to the extent such deferred payments should be made shown as a liability on a balance sheet of the Company and its Restricted Subsidiaries in accordance with customary practice GAAP) and the amount of any Indebtedness (other than Letters of Credit incurred in the insurance industry ordinary course of business) assumed pursuant to such Future Acquisition) paid or payable by the Company or any Restricted Subsidiary in connection with any such Future Acquisition and any Investments described in clause (2) above, to the extent pursuant to this clause (ix) does not exceed the greater of $100,000,000 and 2.5% of Total Tangible Assets as shown on or determined in accordance with the most recent financial statements of the Company delivered pursuant to Section 6.1(i) or (ii), (B) such Future Acquisition and any Investment described in clause (2) above, in each case, is not a Hostile Acquisition and (C) on a Pro Forma Basis after giving effect to such Investment and any Investments described in clause (2) above, as applicable, the Company is in compliance with the financial covenants set forth in Sections 6.22 and 6.23, recomputed as of the last day of the most recently ended fiscal quarter of the Company for which financial statements are available under 6.1(i) or (ii). Any Investments acquired in connection with such permitted Future Acquisition shall be permitted, provided that such Investments were not made in connection with the anticipation of such Future Acquisition; (x) so long as no Default or Unmatured Default has occurred and is continuing or would be caused thereby, Investments to the extent that on a Pro Forma Basis immediately after giving effect to such Investment, the Company’s Total Net Leverage Ratio is less than or equal to the Total Net Leverage Ratio applicable lawsas of such date as set forth in Section 6.22 less 0.25 to 1.00 (provided that if such ratio under Section 6.22 is 4.00 to 1.00 or less no such reduction of 0.25 to 1.00 shall be made), rules recomputed as of the last day of the most recently ended fiscal quarter of the Company for which financial statements are available under 6.1(i) and regulations.(ii);4 (xi) so long as no Default or Unmatured Default has occurred and is continuing or would be caused thereby, on and after the Acquisition Closing Date, Investments consisting of loans on arms-length terms, or terms more favorable to the Company and its Restricted Subsidiaries other than the Target (in each case as determined in good faith judgment of the Company) to the Target and/or its Subsidiaries (and Investments in the form of intermediate intercompany loans to Wholly Owned Restricted Subsidiaries (other than the Target and its Subsidiaries) to finance the same), provided that such outstanding Investments to the Target and its Subsidiaries shall not in the aggregate (without duplication) exceed €500,000,000 at any one time; (xii) the Acquisition pursuant to the Acquisition Documentation and any subsequent acquisitions of Target Shares (including any Investments in connection therewith to permit the Company or its Restricted Subsidiaries to consummate the Transactions as contemplated by the Acquisition Documentation or subsequently cause the Target to become a Wholly Owned Subsidiary of the Company, including investments in the form of the contribution of Target Shares to Wholly Owned Restricted Subsidiaries (other than the Target and its Subsidiaries)); (xiii) Receivables owing to the Company and extensions of trade credit in the ordinary course of business; (xiv) Investments held by Target in the case of the Acquisition or a Person acquired in a Future Acquisition in each case to the extent that such Investments were not made in contemplation of or in connection with such acquisition and were in existence on the date of such acquisition; (xv) Investments consisting of the licensing, sublicensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons; (xvi) any Investment consisting of cash deposits (including escrowed deposits) pursuant to binding commitments of the Company or its Restricted Subsidiaries in effect with respect to (i) issuances or refinancings of Indebtedness otherwise permitted hereunder and (ii) Future Acquisitions permitted hereunder and not yet consummated;

Investments and Acquisitions. No Loan Party will (i) make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, (ii) create any Subsidiary, (iii) become or remain a partner in any partnership or joint venture, or (iv) make any Acquisition, except: (a) Cash Equivalent Investments, subject to control agreements in favor of the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the Lenders; (b) Investments in Subsidiaries existing as of the Effective Date; (c) other Investments in existence on the Effective Date and described in Schedule 6.20; (d) Investments consisting of loans or advances made to employees of such Loan Party on an arms-length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $250,000 to any employee and up to a maximum of $1,000,000 in the aggregate at any one time outstanding; (e) subject to Sections 4.2(a) and 4.4 of the Security Agreement, Investments comprised of notes payable, or stock or other securities issued by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business, consistent with past practices, or acquired as a result of the bankruptcy or reorganization of such Account Debtor; (f) additional Investments in Wholly-Owned Subsidiaries which are Loan Parties; (g) Permitted Acquisitions and the formation of Wholly-Owned Subsidiaries of the Borrower or PHI in connection with a Permitted Acquisition; (h) other Investments not to exceed $10,000,000 in the aggregate at any time outstanding; (i) Investments of the Company and its Subsidiaries in any existing Wholly Owned Subsidiaries as long as such Wholly Owned Subsidiaries are or futurebecome Guarantors; provided, direct that Investments consisting of all or indirect, part of a -------- business or operating assets shall be permitted under this paragraph 6C(4)(i) to the extent that such business or assets shall be acquired as assets of the Company or of a Wholly Owned Subsidiary which exists is or becomes a Guarantor. (ii) Intercompany loans and advances from any Wholly Owned Subsidiary to the Company or other Wholly Owned Subsidiaries but in each case only to the extent reasonably necessary for Consolidated tax planning and working capital management. (iii) Investments in Cash Equivalents. (iv) Guarantees permitted by paragraph 6C(3). (v) Investments made after the sole purpose of obtaining and holding a license which the Borrower deems necessary or advisable for its business; date hereof in Subsidiaries listed in Schedule 8A hereto as supplemented from time to time other than Wholly ----------- Owned Subsidiaries, provided that (i) the total Investment aggregate outstanding amount of -------- loans, advances and other Investments in such Subsidiaries, measured in each case as of the date of the making of such Investment, shall not at any time exceed 10% of Consolidated Net Tangible Assets. (vi) Investments outstanding on December 18, 1996 and identified in Schedule 8D, in each case as said Schedule 8D is in effect on December 18, ----------- ----------- 1996. (vii) Other Investments made after December 18, 1996 that are not permitted by any of the foregoing subsections of this paragraph 6C(4), provided that the aggregate outstanding amount of loans, advances and other -------- Investments of the Company and its Subsidiaries permitted under this paragraph 6C(4)(vii), measured in each case as of the date of the making of such Investment, shall not at any time exceed 10% of Consolidated Tangible Net Worth; provided, however, that no Investment may be made in a -------- ------- Subsidiary does unless the Subsidiary is listed in Schedule 8A hereto as ----------- supplemented from time to time. In addition, the Company covenants that the Company and its Subsidiaries shall not acquire any operating business unless, after giving effect to such acquisition and the financing thereof, the Company and its Subsidiaries will not suffer any Default or Event of Default under any Computation Covenant or any other provision of this Agreement; and provided, -------- that, if the consideration (including without limitation any assumption of Indebtedness, any deferred consideration and any consideration paid for any related non-competition agreement) given shall exceed $100,000 3,000,000 for any single acquisition or $15,000,000 in the aggregate for acquisitions consummated in any one period of 12 consecutive months, then prior to consummating any such Subsidiary or $200,000 in acquisition the aggregate for all Company shall provide to the holders a certificate of a Financial Officer demonstrating that, after giving effect to such Subsidiaries acquisition and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effectfinancing thereof, the Subsidiary holding such license shall be a Guarantor; (j) Investments in Unrestricted Company and its Subsidiaries will not to exceed $20,000,000 in the aggregate at suffer any time outstanding; and (k) the creation and capitalization Default or Event of CaptiveCo by Parent, the Borrower Default under any Computation Covenant or any other provision of their respective Subsidiaries and Investments in CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries including (i) the initial capitalization of CaptiveCo related to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) shall include the aggregate value of applicable insurance claims projected by Parent, the Borrower and their advisors to be filed in a future period), in each case, to be made in accordance with customary practice in the insurance industry and applicable laws, rules and regulationsAgreement.

Investments and Acquisitions. No Loan Party The Borrower will (i) 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, (ii) or to create any Subsidiary, (iii) Subsidiary or to become or remain a partner in any partnership or joint venture, or (iv) to make any AcquisitionAcquisition of any Person, except: (a) Cash Equivalent Investmentsshort-term obligations of, subject to control agreements in favor or fully guaranteed by, the United States of the Agent for the benefit of the Lenders America or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the Lendersany agency or instrumentality thereof; (b) Investments in Subsidiaries existing as commercial paper rated A-1 or better by Standard and Poor's Corporation or P-1 or better by Moodx'x Xxxestors Service, Inc. maturing within one year of the Effective Datedate of acquisition; (c) Investments that are investment grade within the limits set by applicable regulatory authorities consistent with the Borrower's investment policy as approved by the applicable regulatory authorities; (d) demand deposit accounts maintained in the ordinary course of business; (e) Investments in Subsidiaries and other Investments in existence on the Effective Date date hereof and described in Schedule 6.204.8 hereto; (df) Investments consisting of loans or advances made to employees any Subsidiary in the Borrower; (g) Investments of such Loan Party on an arms-length basis any Banking Subsidiary in the ordinary course of its banking or trust business consistent with past practices for travel and entertainment expensesconsisting of extensions of credit in the form of loans, relocation costs acceptances, repurchase agreements, letters of credit, and similar purposes up to a maximum of $250,000 to any employee and up to a maximum of $1,000,000 in the aggregate at any one time outstandingtransactions; (eh) subject to Sections 4.2(a) and 4.4 Investments of the Security Agreement, Investments comprised of notes payable, or stock or other securities issued by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts any Banking Subsidiary in the ordinary course of business, consistent with past practices, its banking or acquired as a result of the bankruptcy or reorganization of such Account Debtor; (f) additional Investments trust business in Whollymarketable securities and money-Owned Subsidiaries market instruments which are Loan Parties; (g) Permitted Acquisitions it is permitted to hold and the formation of Wholly-Owned Subsidiaries of the Borrower or PHI invest in connection with a Permitted Acquisition; (h) other Investments not to exceed $10,000,000 in the aggregate at any time outstandingunder applicable law and regulation; (i) Investments in any existing or future, direct or indirect, Subsidiary which exists for of the sole purpose Borrower and its Subsidiaries and Acquisitions (other than Acquisitions of obtaining Banking Subsidiaries and holding companies thereof); provided that (i) such Investments together with the aggregate purchase price of all such Acquisitions made after the date of this agreement shall not at any one time outstanding exceed an aggregate principal amount of $30,000,000; (ii) any such Acquisition shall have been approved and recommended by the Board of Directors of the entity being acquired; and (iii) immediately prior to and after the consummation of any such Acquisition, no Default or Unmatured Default exists; and (j) any Acquisition of a license which the Borrower deems necessary Banking Subsidiary or advisable for its businessa holding company thereof; provided that (i) the total Investment in assets acquired pursuant to such Subsidiary does Acquisition do not exceed an aggregate amount of $100,000 in the aggregate for any one such Subsidiary or $200,000 in the aggregate for all such Subsidiaries and 300,000,000; (ii) such Acquisition shall have been approved and recommended by the board of directors of such entity; and (iii) immediately prior to and after the consummation of any such Acquisition, no Default or Unmatured Default exists; and provided further that (x) if the failure to have such license could reasonably be expected to Acquisition is of a bank or a bank holding company, such bank or holding company shall have a Material Adverse Effectcomposite CAMEL rating of two or better and (y) if such Acquisition is of a savings and loan association or branch thereof, either (1) such savings and loan association or branch thereof has a composite MACRO rating of two or better, or (2) such Acquisition is being made from the Subsidiary holding such license shall be a Guarantor; (j) Investments in Unrestricted Subsidiaries not to exceed $20,000,000 in the aggregate at any time outstanding; and (k) the creation and capitalization of CaptiveCo by Parent, the Borrower Resolution Trust Corporation or any of their respective Subsidiaries successor thereof and Investments in CaptiveCo is being assisted by Parent, the Borrower Resolution Trust Corporation or any of their respective Subsidiaries including (i) the initial capitalization of CaptiveCo related to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) shall include the aggregate value of applicable insurance claims projected by Parent, the Borrower and their advisors to be filed in a future period), in each case, to be made in accordance with customary practice in the insurance industry and applicable laws, rules and regulationssuccessor thereof.

Investments and Acquisitions. No Loan Party The Borrower will (i) not, and will not permit any of its Restricted Subsidiaries to, make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, (ii) create any Subsidiary, (iii) become or remain a partner Investment in any partnership Person or joint venture, purchase or otherwise acquire (ivin one transaction or a series of transactions) make any Acquisitionassets of any other Person constituting a business unit, except: (a) Cash Equivalent Permitted Investments, subject to control agreements in favor of the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the Lenders; (b) Investments Guarantees expressly permitted by Section 7.01(b) and any payments made in Subsidiaries existing as respect of the Effective Datesuch Guarantees; (c) Investments (other than Investments in existence expressly permitted under paragraph (a) and (b) of this Section) existing on the Fifth Restatement Effective Date and described in set forth on Schedule 6.207.06; (d) Investments consisting of loans by (i) the Borrower in any Subsidiary Guarantor or advances made to employees of such by any Restricted Subsidiary in any Subsidiary Guarantor or in the Borrower, (ii) any Restricted Subsidiary that is not a Loan Party in any Restricted Subsidiary that is not a Loan Party and (iii) any Loan Party in any Restricted Subsidiary that is not a Loan Party having an aggregate fair market value (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value), taken together with all other Investments made pursuant to this clause (iii), not to exceed $75,000,000; (e) Investments in Unrestricted Subsidiaries having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (e), not to exceed (x) $25,000,000 in any fiscal year and (y) $75,000,000 in the aggregate at any time outstanding (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); (f) the Borrower and its Restricted Subsidiaries may make Permitted Acquisitions; (g) purchases of inventory and other property to be sold or used in the ordinary course of business; (h) subject to the absence of any continuing Default or Event of Default and compliance by the Borrower on an arms-length a pro forma basis with the covenants set forth in Sections 7.11 and 7.12, Investments from the Available Amount; (i) any Restricted Payments expressly permitted by Section 7.07 (other than Section 7.07(i)); (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 consistent by the Borrower or any Restricted Subsidiary in connection with past practices for travel the bankruptcy or reorganization of suppliers and entertainment expensescustomers and in settlement of delinquent obligations of, relocation costs and similar purposes up to a maximum other disputes with, customers and suppliers arising out of $250,000 to any employee and up to a maximum the ordinary course of $1,000,000 in the aggregate at any one time outstandingbusiness; (em) subject Investments of the Borrower or any Restricted Subsidiary under Swap Agreements permitted hereunder; (n) Investments of any Person in existence at the time such Person becomes a Subsidiary pursuant to Sections 4.2(aa 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 4.4 (c) of the Security Agreement, Investments comprised definition of notes payable, “Permitted Liens”; (p) the forgiveness or stock or other securities issued conversion to equity of any Indebtedness expressly permitted by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts Section 7.01(a)(ii); (q) negotiable instruments and deposits held in the ordinary course of business, consistent with past practices, or acquired as a result of the bankruptcy or reorganization of such Account Debtor; (f) additional Investments in Wholly-Owned Subsidiaries which are Loan Parties; (g) Permitted Acquisitions and the formation of Wholly-Owned Subsidiaries of the Borrower or PHI in connection with a Permitted Acquisition; (h) other Investments not to exceed $10,000,000 in the aggregate at any time outstanding; (i) Investments in any existing or future, direct or indirect, Subsidiary which exists for the sole purpose of obtaining and holding a license which the Borrower deems necessary or advisable for its business; provided that (i) the total Investment in such Subsidiary does not exceed $100,000 in the aggregate for any one such Subsidiary or $200,000 in the aggregate for all such Subsidiaries and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be a Guarantor; (j) Investments in Unrestricted Subsidiaries not to exceed $20,000,000 in the aggregate at any time outstanding; and (kr) the creation and capitalization of CaptiveCo in addition to Investments otherwise expressly permitted by Parentthis Section, the Borrower or any of their respective Subsidiaries and Investments not exceeding in CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries including (i) the initial capitalization of CaptiveCo related to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) shall include the aggregate value of applicable insurance claims projected by Parent, the Borrower and their advisors to be filed in a future period), in each case, to be made in accordance with customary practice in the insurance industry and applicable laws, rules and regulations$125,000,000 at any one time outstanding.

Investments and Acquisitions. No Loan Party will (i) make or suffer to exist The Borrower shall not, and shall not permit any Investments (including without limitation, loans and advances of its Subsidiaries to, and other Investments in, Subsidiaries), directly or commitments therefor, (ii) create any Subsidiary, (iii) become or remain a partner in any partnership or joint venture, or (iv) indirectly make any AcquisitionAcquisition or Investment; provided, excepthowever, that so long as no Default or Event of Default exists or would be caused thereby the Borrower and its Subsidiaries may: (a) make Investments in Cash Equivalent Investments, subject to control agreements in favor of the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the LendersEquivalents; (b) make Investments in Subsidiaries existing as of the Effective DateSubsidiaries; (c) provided that the Borrower complies with Sections 5.13 and 5.16 hereof in connection therewith, and provides to the Administrative Agent and the Lenders within ten (10) days prior to the consummation of 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, (X) financial calculations specifically demonstrating the Borrower's pro forma compliance with Sections 7.8, 7.9, 7.10, 7.11, 7.12, 7.13 and 7.14 hereof after giving effect to such Acquisition and (Y) financial projections for the 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 Investments things, the 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 Acquisitions of Stations or Newspapers subject to satisfaction of the following conditions: (i) any Station to be acquired (A) shall be located in existence any of the top one hundred twenty-five (125) United States markets, as ranked by Designated Market Area as determined by Nielxxx Xxxia Research, (B) shall be a CBS, NBC, ABC or FOX network affiliate and located in a market ranked one hundred twenty-six (126) through and including one hundred seventy-five (175), as ranked by Designated Market Area as determined by Nielxxx Xxxia Research, or (C) shall be located in, or adjacent to, a market in which the Borrower or any of its Subsidiaries owns a Station; (ii) any Newspaper to be acquired shall be a daily newspaper with a minimum paid circulation of 15,000; (iii) the Borrower shall have given to the Administrative Agent written notice of such Acquisition at least fifteen (15) days prior to executing any binding commitment with respect thereto, which 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), (h) and (i) hereof; and the structure of the transaction shall be in form and substance acceptable to the Administrative Agent; (iv) if such Acquisition is of a Station that does not have an affiliation agreement with ABC, CBS, NBC or FOX, the Borrower shall negotiate in good faith with the Administrative Agent, on behalf of the Lenders, regarding a limitation, to be added upon consent of the Required Lenders as a negative covenant to this Agreement, on the Effective Date annual amount of its Programming Obligations; and (v) the agreement governing such Acquisition and described all related documents and instruments shall be in Schedule 6.20form and substance satisfactory to the Administrative Agent; (d) Investments consisting acquire from Bull Run Corporation a seventy-three percent (73%) economic interest and a thirty-three and one-half percent (33.5%) voting interest in Sarkxx Xxxxxxx xxx a purchase price of loans $10,000,000.00 plus transaction and related costs and options for the purchase of certain of the Borrower's stock; provided, that on or advances made prior to employees the consummation of such Investment, the Borrower shall provide to the Administrative Agent, in form and substance satisfactory the Administrative Agent, (i) evidence that the Borrower has pledged such economic and voting interests as additional collateral securing the Obligations under the Loan Party Agreement, (ii) certification of the Borrower's compliance with Section 7.8, 7.9, 7.10, 7.11, 7.12, 7.13 and 7.14 hereof and under through the Maturity Date after giving effect to such Investment, (iii) certification that no Default or Event of Default exists or will be caused by such Investment, and (iv) evidence of consummation of such Investment on an arms-length basis substantially the terms and conditions set forth in that certain Stock Option Agreement dated as of February 28, 1999 between the ordinary course of business consistent with past practices for travel Borrower and entertainment expenses, relocation costs and similar purposes up to a maximum of $250,000 to any employee and up to a maximum of $1,000,000 in the aggregate at any one time outstanding;Bull Run Corporation; and (e) subject provided that the Borrower complies with Sections 5.13 and 5.16 hereof in connection therewith, and provides to Sections 4.2(athe Administrative Agent and the Lenders within ten (10) and 4.4 days prior to the consummation of the Security Agreementproposed 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, (X) financial calculations specifically demonstrating the Borrower's pro forma compliance with Sections 7.8, 7.9, 7.10, 7.11, 7.12, 7.13 and 7.14 hereof after giving effect to such Acquisition and (Y) financial projections for the 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 demonstrating Borrower's ability to meet its repayment obligations hereunder through the Maturity Date, the Borrower and its Subsidiaries may make Acquisitions of or Investments comprised of notes payablein Stations, or stock Newspapers, the Porta-Phone Paging Business, the Satellite Broadcasting Business or other securities issued by Account Debtors media related businesses in an aggregate amount not to such Loan Party pursuant to negotiated agreements with respect to settlement exceed $1,000,000.00 per transaction or series of such Account Debtor’s Accounts in the ordinary course of business, consistent with past practices, or acquired as a result of the bankruptcy or reorganization of such Account Debtor;related transactions per fiscal year; and (f) additional Investments in Wholly-Owned Subsidiaries which are Loan Parties; (g) Permitted The Borrower may make such other Acquisitions and the formation of Wholly-Owned Subsidiaries of the Borrower or PHI in connection with a Permitted Acquisition; (h) other Investments not to exceed $10,000,000 in the aggregate at any time outstanding; (i) Investments in any existing or future, direct or indirect, Subsidiary which exists for the sole purpose of obtaining and holding a license which the Borrower deems necessary or advisable for its business; provided that (i) the total Investment in such Subsidiary does not exceed $100,000 in the aggregate for any one such Subsidiary or $200,000 in the aggregate for all such Subsidiaries and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be a Guarantor; (j) Investments in Unrestricted Subsidiaries not to exceed $20,000,000 in the aggregate at any time outstanding; and (k) the creation and capitalization of CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries and Investments in CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries including (i) the initial capitalization of CaptiveCo related to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may be required approved from time to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described time by the Required Lenders in this clause (ii) shall include the aggregate value of applicable insurance claims projected by Parent, the Borrower and their advisors to be filed in a future period), in each case, to be made in accordance with customary practice in the insurance industry and applicable laws, rules and regulationssole discretion.

Investments and Acquisitions. No Loan Party The Borrower will (i) 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 therefortherefore, (ii) or to create any Subsidiary, (iii) Subsidiary or to become or remain a partner in any partnership or joint venture, or (iv) to make any Acquisition, except: (ai) Cash Equivalent Investments, subject to control agreements in favor of the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the Lenders;. (bii) Existing Investments in Subsidiaries existing as of the Effective Date; (c) and other Investments in existence on the Effective Date date hereof and described in Schedule 6.20;6.14. (diii) Investments consisting in corporate preferred stock rated A or better by S&P or A2 or better by Moxxx'x xt the time of loans or advances made to employees of such Loan Party on an arms-length basis in the ordinary course of business consistent with past practices for travel and entertainment expensesinvestment therein, relocation costs and similar purposes up to a maximum of not exceeding $250,000 to any employee and up to a maximum of $1,000,000 25,000,000 in the aggregate at any one time outstanding;time, including any such Investments described in Schedule 6.14. (eiv) subject to Sections 4.2(a) and 4.4 of the Security Agreement, Investments comprised of notes payable, or stock or other securities issued by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business, consistent with past practices, or acquired as a result of the bankruptcy or reorganization of such Account Debtor;any Guarantor. (f) additional Investments in Wholly-Owned Subsidiaries which are Loan Parties; (gv) Permitted Acquisitions and other Investments in joint ventures or minority interests in other Persons, provided that not less than ten days prior to the formation consummation of Wholly-Owned Subsidiaries any Permitted Acquisition, the Borrower shall have delivered to the Agent, in form and substance reasonably satisfactory 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(i) or PHI (ii), which shall be complete and shall fairly present, in connection all material respects, the financial position, results of operations and cash flows of the Borrower and its Subsidiaries in accordance with a Agreement Accounting Principles, but taking into account 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 Section 6.18 for the four fiscal quarter period (hthe "Pro Forma Period") reflected in the compliance certificate most recently delivered to the Agent pursuant to Section 6.1(iii) prior to the consummation of such Permitted Acquisition (giving effect to such Permitted Acquisition as if made on the first day of such period). Cash used by the Borrower and its Subsidiaries as part or all of the Purchase Price for any Permitted Acquisition or other Investments Investment pursuant to this Section 6.14(v) shall not to exceed $10,000,000 30,000,000 in the aggregate at any time outstanding; (i) Investments in any existing or future, direct or indirect, Subsidiary which exists for the sole purpose of obtaining and holding on a license which the Borrower deems necessary or advisable for its business; provided that (i) the total Investment in such Subsidiary does not exceed $100,000 in the aggregate for any one such Subsidiary or $200,000 in the aggregate cumulative basis for all such Subsidiaries and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be a Guarantor; (j) Investments in Unrestricted Subsidiaries not to exceed $20,000,000 in the aggregate at any time outstanding; and (k) the creation and capitalization of CaptiveCo Investments. All Indebtedness incurred by Parent, the Borrower or any of their respective Subsidiaries and Investments in CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries including (i) the initial capitalization of CaptiveCo related to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) shall include the aggregate value of applicable insurance claims projected by Parent, the Borrower and their advisors to be filed in a future periodits Subsidiaries as part or all of the Purchase Price for any such Investment must comply with Section 6.11. (vi) Investments consisting of Indebtedness permitted by Section 6.11 (iii), in each case, to be made in accordance with customary practice in the insurance industry and applicable laws, rules and regulations.

Investments and Acquisitions. No Loan Party The Borrower will (i) not, nor will it permit any Subsidiary to, make or suffer to exist any Investments Investment (including including, without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, (ii) or to create any Subsidiary, (iii) Subsidiary or to become or remain a partner in any partnership or joint venture, or (iv) to make any AcquisitionAcquisitions, except: (a) Cash Equivalent Investments, subject to control agreements in favor of the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the Lenders; (b) Investments in Subsidiaries existing as of debt securities rated A- or better by S&P, A-3 or better by Moodx'x xx NAIC-1 or better by the Effective DateNAIC; (c) existing Investments in Subsidiaries and other Investments in existence on the Effective Date and described in Schedule 6.20Closing Date; (d) Investments consisting in debt securities not satisfying any of loans the standards set forth in clause (b) above but rated BBB- or advances made better by S&P, Baa-3 or better by Moodx'x xx NAIC-2 or better by the NAIC; provided, that if any such Investment ceases to employees meet such ratings requirements, then such Investment shall be permitted hereby for a period of 180 days after the date on which such Loan Party on an arms-length basis in the ordinary course of business consistent with past practices for travel and entertainment expensesratings requirement is no longer satisfied; provided, relocation costs and similar purposes up to a maximum of $250,000 to any employee and up to a maximum of $1,000,000 further, that all such Investments under this clause (d) do not exceed, in the aggregate at any one time outstanding, 10% of the combined Investments of the Borrower and its Subsidiaries; (e) subject Investments by the Borrower in equity securities in an aggregate amount not to Sections 4.2(a) and 4.4 exceed 10% of the Security Agreement, Investments comprised of notes payable, or stock or other securities issued by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business, consistent with past practices, or acquired as a result Consolidated Net Worth of the bankruptcy or reorganization Borrower and its Consolidated Subsidiaries; provided, that no single Investment in equity securities shall be in an amount in excess of such Account Debtor5% of the Consolidated Net Worth of the Borrower and its Consolidated Subsidiaries; (f) additional other Investments after the Closing Date in Wholly-Owned Subsidiaries which are Loan Parties;an aggregate amount not to exceed $5,000,000; and (g) Permitted Acquisitions and the formation of Wholly-Owned Subsidiaries of the Borrower or PHI in connection with a Permitted Acquisition; (h) other Investments an aggregate amount not to exceed $10,000,000 in the aggregate at any time outstanding; (i) Investments 5,000,000 in any existing or future, direct or indirect, Subsidiary which exists for the sole purpose of obtaining and holding a license which the Borrower deems necessary or advisable for its business; provided that (i) the total Investment in such Subsidiary does not exceed $100,000 in the aggregate for any one such Subsidiary or $200,000 in the aggregate for all such Subsidiaries and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be a Guarantor; (j) Investments in Unrestricted Subsidiaries not to exceed $20,000,000 in the aggregate at any time outstanding; and (k) the creation and capitalization of CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries and Investments in CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries including (i) the initial capitalization of CaptiveCo related to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) shall include the aggregate value of applicable insurance claims projected by Parent, the Borrower and their advisors to be filed in a future period), in each case, to be made in accordance with customary practice in the insurance industry and applicable laws, rules and regulationsFiscal Year.

Investments and Acquisitions. No Loan Party will (i) make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, (ii) create any Subsidiary, (iii) become or remain a partner in any partnership or joint venture, or (iv) make any Acquisition, except: (a) Cash Equivalent Investments, subject to control agreements in favor of the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the Lenders; (b) Investments in Subsidiaries existing as of the Effective Date; (c) other Investments in existence on the Effective Date and described in Schedule 6.20; (d) Investments consisting of loans or advances made to employees of such Loan Party on an arms-length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $250,000 to any employee and up to a maximum of $1,000,000 in the aggregate at any one time outstanding; (e) subject to Sections 4.2(a) and 4.4 of the Security Agreement, Investments comprised of notes payable, or stock or other securities issued by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business, consistent with past practices, or acquired as a result of the bankruptcy or reorganization of such Account Debtor; (f) additional Investments in Wholly-Owned Subsidiaries which are Loan Parties; (g) Permitted Acquisitions and the formation of Wholly-Owned Subsidiaries of Neither the Borrower nor any Subsidiary will hold, make or PHI acquire any Investment in connection with a Permitted Acquisition; (h) any Person other Investments not to exceed $10,000,000 in the aggregate at any time outstanding;than: (i) Investments existing on the Effective Date by the Borrower or any Subsidiary in any existing or future, direct or indirect, Subsidiary which exists for the sole purpose of obtaining and holding a license which their respective Subsidiaries; (ii) Investments in the Borrower deems necessary or advisable for its business; provided a Subsidiary Guarantor; (iii) Temporary Cash Investments; (iv) Investments in any Subsidiary that (i) was a Foreign Subsidiary on the total Effective Date if, immediately after such Investment in such Subsidiary is made or acquired, the aggregate net book value of all Investments permitted by this clause does not exceed $100,000 in the aggregate for any one such Subsidiary or $200,000 in the aggregate for all such Subsidiaries and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be a Guarantor10,000,000; (jv) Investments by Foreign Subordinates in Unrestricted Subsidiaries Foreign Subsidiaries; (vi) Investments consisting of Business Acquisitions permitted under Section 5.16(b); and (vii) other Investments made after the Effective Date in an aggregate amount not to exceed $20,000,000 5,000,000. (b) Neither the Borrower nor any Subsidiary will consummate any Business Acquisition unless (i) in the case of a Business Acquisition or series of related Business Acquisitions for which the aggregate consideration therefor is at any time outstanding; and (k) least $5,000,000 or the creation and capitalization of CaptiveCo by Parentpro forma Leverage Ratio, after giving affect to such transaction, is greater than 3.0 to 1.0, the Borrower or any the Subsidiary, as the case may be, shall have provided a certificate signed on its behalf by its chief financial officer or chief accounting officer certifying that it is in compliance with Section 5.11, 5.12 and 5.13 of their respective Subsidiaries and Investments in CaptiveCo by Parentthis Agreement on a pro forma basis, the Borrower or any of their respective Subsidiaries including (i) the initial capitalization of CaptiveCo related to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parentin the case of any single Business Acquisition or series of related Business Acquisitions, the Borrower or such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo aggregate consideration therefor does not exceed $10,000,000, (which amounts described in this clause (iiiii) shall include the aggregate value consideration for all Business Acquisitions made during the term of applicable insurance claims projected by Parentthis Agreement does not exceed (A) at any time that the Leverage Ratio is greater than or equal to 2.5 to 1.0, $20,000,000 and (B) at any time that the Leverage Ratio is less than 2.5 to 1.0, $50,000,000, (iv) after giving effect to such Business Acquisition, the Borrower excess of the Total Combined Revolving Loan Commitment Amount over the Total Combined Outstanding Revolving Amount is not less than $10,000,000, and their advisors to be filed in a future period(v) the Business Acquisition shall have the approval of the target company's board of directors (or similar governing body), in each case, to be made in accordance with customary practice in the insurance industry and applicable laws, rules and regulations.

Investments and Acquisitions. No Loan Party will (i) Make any Acquisition, or enter into an agreement to make any Acquisition, or make or suffer to exist any Investments (including without limitationInvestment, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, (ii) create any Subsidiary, (iii) become or remain a partner in any partnership or joint venture, or (iv) make any Acquisition, exceptthan: (a) Investments in Cash Equivalent Investments, subject to control agreements in favor of the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the LendersCash Equivalents; (b) Investments advances to officers, directors and employees of Borrower or its Subsidiaries for travel, entertainment, housing expenses, relocation, stock option plans, or otherwise in Subsidiaries existing as connection with their employment or the business of the Effective DateBorrower or any of its Subsidiaries; (c) other Investments of Borrower in existence on the Effective Date any of its wholly-owned Subsidiaries and described Investments of any Subsidiary of Borrower in Schedule 6.20Borrower or any of Borrower's wholly-owned Subsidiaries; (d) Acquisitions of or Investments in Persons engaged primarily in the same businesses as Borrower and its Subsidiaries, or in a business reasonably related to such businesses, including electronic commerce and similar activities related to real estate; (e) Acquisitions of or Investments in the Borrower's own capital stock; (f) Acquisitions of or Investments in Persons engaged primarily in businesses other than those permitted by Sections 6.4(d), provided that the aggregate cost of all such Acquisitions and Investments made in any fiscal year does not exceed $100,000,000; (g) Investments in Subsidiaries in existence on the Closing Date or as otherwise disclosed on Schedule 6.4; (h) Investments received in connection with the settlement of a bona fide dispute with another Person; (i) Investments consisting of loans or advances made readily marketable securities actively traded on a public exchange, provided that (i) the aggregate amount of any such Investments at any one time does not exceed $100,000,000 and (ii) subject to employees Section 6.16 hereof, the Borrower's Investment in KB France shall be permitted for all purposes hereunder and shall not be subject to the limitation set forth in clause (i) of such Loan Party on an arms-length basis this Section 6.4(i); and (j) Investments consisting of the extension of credit to suppliers in the ordinary course of business consistent with past practices for travel and entertainment expensesany Investments received in satisfaction or partial satisfaction thereof, relocation costs and similar purposes up to a maximum of $250,000 to any employee and up to a maximum of $1,000,000 in provided that the aggregate amount of any such Investments at any one time outstanding; (e) subject to Sections 4.2(a) and 4.4 of the Security Agreement, Investments comprised of notes payable, or stock or other securities issued by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business, consistent with past practices, or acquired as a result of the bankruptcy or reorganization of such Account Debtor; (f) additional Investments in Wholly-Owned Subsidiaries which are Loan Parties; (g) Permitted Acquisitions and the formation of Wholly-Owned Subsidiaries of the Borrower or PHI in connection with a Permitted Acquisition; (h) other Investments not to exceed $10,000,000 in the aggregate at any time outstanding; (i) Investments in any existing or future, direct or indirect, Subsidiary which exists for the sole purpose of obtaining and holding a license which the Borrower deems necessary or advisable for its business; provided that (i) the total Investment in such Subsidiary does not exceed $100,000 50,000,000; but in the aggregate for any one such Subsidiary or $200,000 in the aggregate for all such Subsidiaries and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effectevents, the Subsidiary holding such license shall be a Guarantor; (j) Investments in Unrestricted Subsidiaries not to exceed $20,000,000 in the aggregate at any time outstanding; and (k) the creation and capitalization of CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries and Investments in CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries including (i) the initial capitalization of CaptiveCo related subject to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) shall include the aggregate value restrictions of applicable insurance claims projected by Parent, the Borrower and their advisors to be filed in a future period), in each case, to be made in accordance with customary practice in the insurance industry and applicable laws, rules and regulationsSection 6.16.

Investments and Acquisitions. No Loan Party Borrower will (i) 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, (ii) or create any Subsidiary, (iii) Subsidiary or become or remain a partner in any partnership or joint venture, or (iv) make any AcquisitionAcquisition of any Person, except: (a) Cash Equivalent InvestmentsShort-term obligations of, subject to control agreements in favor or fully guaranteed by, the United States of the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the Lenders;America. (b) Investments in Subsidiaries existing as Commercial paper rated A-1 or better by Standard and Poor's Ratings Services, a division of the Effective Date;McGraw Hill Companies, 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 maturing within one hundred eighty (180) days issued by and time deposits maturing within one hundred eighty (180) days with commercial banks (whether domestic or foreign) having capital and surplus in excess of One Hundred Million Dollars ($100,000,000). (e) Short-term tax exempt securities rated BBB or better by S&P or Baa2 or better by Moody's. (f) Existing Investments in Subsidiaries and other Investments in existence on the Effective Date date hereof and described in on Schedule 6.20; (d) Investments consisting of loans or advances made to employees of such Loan Party on an arms-length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $250,000 to any employee and up to a maximum of $1,000,000 in the aggregate at any one time outstanding; (e) subject to Sections 4.2(a) and 4.4 of the Security Agreement, Investments comprised of notes payable, or stock or other securities issued by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business, consistent with past practices, or acquired as a result of the bankruptcy or reorganization of such Account Debtor; (f) additional Investments in Wholly-Owned Subsidiaries which are Loan Parties;6.13 hereto. ------------- (g) Permitted Acquisitions Other Investments (valued at cost) not exceeding seven and one-half percent (7-1/2%) of Consolidated Tangible Net Worth in the formation of Wholly-Owned Subsidiaries of the Borrower or PHI in connection with a Permitted Acquisition;aggregate outstanding at any one time. (h) other Investments Borrower and its Subsidiaries may (i) create Subsidiaries having no material assets or operations, solely for the purpose of facilitating an Acquisition permitted hereunder, (ii) create (but not acquire except pursuant to exceed $10,000,000 Section 6.13(i) and (j)) Subsidiaries in substantially the same field of enterprise or in a reasonably related field of enterprise as currently conducted by Borrower and its Subsidiaries as determined in the aggregate at any time outstanding;reasonable judgment of the Agent, and (iii) create or acquire Subsidiaries pursuant to an Acquisition permitted pursuant to Section 6.13(i) and (j). (i) Investments in any existing or futureAcquisitions, direct or indirect, Subsidiary which exists for the sole purpose of obtaining and holding a license which the Borrower deems necessary or advisable for its business; provided that (i) no Default or Unmatured Default has occurred and is continuing at the time of such Acquisition or will result or occur after consummation of such Acquisition, (ii) the entity or business acquired is in substantially the same field of enterprise or in a reasonably related field of enterprise as currently conducted by Borrower and its Subsidiaries as determined in the reasonable judgment of the Agent (including, without limitation, retail apparel enterprises, retail athletic related enterprises and retail footwear enterprises), (iii) the total Investment purchase price (including the assumption of liabilities pursuant thereto) for all Acquisitions permitted pursuant to this Section 6.13(i) (including after giving effect to the subject Acquisition) consummated in such Subsidiary any fiscal year of Borrower does not exceed Ten Million Dollars ($100,000 10,000,000), and (iv) in the aggregate for any one such Subsidiary or $200,000 in event of a merger to which Borrower is a party, Borrower is the aggregate for all such Subsidiaries and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be a Guarantor;surviving entity. (j) Investments Acquisitions that exceed or would exceed the purchase price limitations contained in Unrestricted Section 6.13(i)(iii), provided (i) no Default or Unmatured Default has occurred and is continuing at the time of such Acquisition, (ii) Borrower provides written evidence satisfactory to the Agent (which written evidence shall be promptly furnished by the Agent to the Lenders) that it is in compliance with the covenants contained in Section 6 both immediately before and after giving effect to consummation of the Acquisition, and further provides a satisfactory pro forma Compliance Certificate showing compliance with all financial covenants on a consolidated basis for Borrower, its Subsidiaries not and the target business or entity to exceed $20,000,000 be acquired for the preceding 12-month period based solely on historical results, but after giving effect to the proposed terms of the Acquisition, (iii) the entity or business acquired is in substantially the same field of enterprise or in a reasonably related field of enterprise as currently conducted by Borrower and its Subsidiaries as determined in the aggregate at any time outstanding; andreasonable judgment of the Agent (including, without limitation, retail apparel enterprises, retail athletic related enterprises and retail footwear enterprises), which determination by the Agent shall be made within five (5) Business Days after the Agent has received the information described in sub-paragraph (ii) above and a brief written description of the proposed Acquisition in reasonable detail, and (iv) in the event of a merger to which Borrower is a party, Borrower is the surviving entity. (k) the creation and capitalization of CaptiveCo by ParentAcquisitions that are not otherwise permitted pursuant to Sections 6.13(i)(ii) or (j)(iii), the Borrower or any of their respective Subsidiaries and Investments in CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries including provided (i) no Default or Unmatured Default has occurred and is continuing at the initial capitalization time of CaptiveCo related to the establishment thereof as a captive insurance company and/or such Acquisition or will result or occur after consummation of such Acquisition, (ii) ongoing capital contributions by Parentthe total purchase price (including the assumption of liabilities pursuant thereto) for all Acquisitions permitted pursuant to this Section 6.13(k) (including after giving effect to the subject Acquisition) consummated in any fiscal year of Borrower does not exceed Ten Million Dollars ($10,000,000) and (iii) in the event of a merger to which Borrower is a party, Borrower is the Borrower or such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described surviving entity. Nothing contained in this clause (ii) Section 6.13 shall include be deemed to restrict the aggregate value Investments of applicable insurance claims projected by Parent, the Borrower and their advisors to be filed in a future period), in each case, to be made in accordance with customary practice in the insurance industry and applicable laws, rules and regulationsany Plan.

Investments and Acquisitions. No Loan Party will (ia) make Make or suffer to exist hold any Investments (including without limitation, loans and advances to, and other than Investments in, Subsidiariespursuant to the Closing Date Acquisition), or commitments therefor, (ii) create any Subsidiary, (iii) become or remain a partner in any partnership or joint venture, or (iv) make any Acquisition, except: (ai) Cash Equivalent Investments, subject to control agreements any endorsement of a check or other medium of payment for deposit or collection through normal banking channels or similar transaction in favor the normal course of the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the Lendersbusiness; (bii) Investments any investment in Subsidiaries existing as (A) direct obligations of the Effective DateUnited States or in certificates of deposit issued by a member bank (having capital resources in excess of $100,000,000) of the Federal Reserve System or (B) commercial paper or securities that at the time of such investment is assigned the highest quality rating in accordance with the rating systems employed by either Xxxxx’x or S&P; (ciii) other Investments the holding of each of the Subsidiaries listed on Schedule 5.01 hereto, and the creation, acquisition and holding of, and any investment in, any new Subsidiary after the Closing Date so long as such new Subsidiary shall have been created, acquired or held, and investments made, in existence on accordance with the Effective Date terms and described in Schedule 6.20conditions of this Agreement and pursuant to transactions otherwise permitted under this Section 7.03; (div) Investments consisting of any Permitted Foreign Subsidiary and other Loans and Investments, so long as (A) no Default shall exist prior to or after giving effect thereto and (B) after giving pro forma effect to such investments or loans or advances made to employees of such Loan Party on an arms-length basis in the ordinary course of business consistent with past practices for travel (and entertainment expenses, relocation costs and similar purposes up to a maximum of $250,000 to any employee Indebtedness incurred in connection therewith), the Borrower and up to a maximum of $1,000,000 its Subsidiaries shall be in compliance with the aggregate at any one time outstandingPro Forma Leverage Test; (ev) subject loans to, investments in, and Guarantees of Indebtedness of, the Borrower or any other Loan Party from or by another Loan Party; (vi) loans to, investments in, and Guarantees of Indebtedness of, a Foreign Subsidiary from or by a another Foreign Subsidiary; (vii) any advance or loan to Sections 4.2(a) and 4.4 an officer or employee of the Security AgreementBorrower or any Subsidiary as an advance on commissions, Investments comprised of notes payabletravel, or stock or relocation and other securities issued by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts similar items in the ordinary course of business, consistent with past practices, or acquired so long as a result of the bankruptcy or reorganization of all such Account Debtor; (f) additional Investments in Wholly-Owned Subsidiaries which are Loan Parties; (g) Permitted Acquisitions advances and the formation of Wholly-Owned Subsidiaries of loans from the Borrower or PHI in connection with a Permitted Acquisition; (h) other Investments and all Subsidiaries aggregate not to exceed more than the maximum principal sum of $10,000,000 in the aggregate 1,000,000 at any time outstanding; (iviii) the holding of any Equity Interests that has been acquired pursuant to an Acquisition permitted by subsection (b) hereof; (ix) the creation of a Subsidiary for the purpose of making an Acquisition permitted by subsection (b) hereof or the holding of any Subsidiary as a result of an Acquisition made pursuant subsection (b) hereof, so long as, in each case, if required pursuant to Section 6.12 hereof, such Subsidiary becomes a Guarantor promptly following such Acquisition; (x) the Investments existing on the Closing Date, in addition to the other Investments permitted to be incurred pursuant to this Section 7.03, as set forth in Schedule 7.03; (xi) 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 Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (xii) Guarantees permitted pursuant to Section 7.02; (xiii) Investments in Wuxi Weitu Autocam Precision Machinery Components Co., Ltd., so long as (A) no Default has occurred and is continuing or would result therefrom and (B) the aggregate amount of such Investments outstanding at any existing or future, direct or indirect, Subsidiary which exists for the sole purpose of obtaining and holding a license which time shall not exceed $10,000,000; (xiv) the Borrower deems necessary and its Subsidiaries may make Investments not otherwise permitted by this Section 7.03(a), so long as (A) no Default has occurred and is continuing or advisable would result therefrom, (B) after giving effect thereto the aggregate amount of all Investments made pursuant to this clause (a)(xiv) and Restricted Payments made pursuant to Section 7.06(d), shall not exceed sum of (1) $25,000,000 plus (2) the Cumulative Retained Excess Cash Flow Amount, (C) the Administrative Agent shall have received the certificate required by Section 6.02(n) and (D) after giving pro forma effect to such Investment (and to any Indebtedness incurred in connection therewith), the Borrower and its Subsidiaries shall be in compliance with the Pro Forma Leverage Test; (xv) non-cash Investments made by Borrower or any Loan Party in any Foreign Subsidiary consisting of obligations of such Foreign Subsidiary to pay Capital Distributions to the Borrower or any other Loan Party that have been declared but the payment of which has been deferred (whether or not such obligation to pay such Capital Distributions is represented by a promissory note that has been pledged to the Administrative Agent in accordance with the Collateral Documents); (xvi) other Investments, in addition to the Investments permitted above, in an aggregate amount for its business; all Investments made on or after the First Amendment Effective Date in reliance on this clause (xvi) not to exceed, when taken together with the amount of Acquisitions made on or after the First Amendment Effective Date in reliance on Section 7.03(b)(viii), $50,000,000, provided that (iA) no Default has occurred and is continuing at the total time of any such Investment in such Subsidiary does not exceed $100,000 or would result therefrom and (B) in the case of any Investment (or series of related Investments) made in reliance on this clause (xvi) in an aggregate for amount of $15,000,000 or more, after giving pro forma effect to such Investment (or series of related Investments) and to any one such Subsidiary or $200,000 Indebtedness incurred in the aggregate for all such Subsidiaries and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effectconnection therewith, the Subsidiary holding such license shall be a Guarantor; (j) Investments Borrower and its Subsidiaries are in Unrestricted Subsidiaries not to exceed $20,000,000 in compliance with the aggregate at any time outstandingPro Forma Leverage Test; and (kxvii) other Investments constituting Acquisitions permitted by subsection (b) of this Section 7.03.” For purposes of this Section 7.03(a), the creation amount of any Investment in Equity Interests shall be based upon the initial amount invested and capitalization of CaptiveCo by Parentshall not include any appreciation in value or return on such investment. (b) Effect an Acquisition (other than the Closing Date Acquisition or any Acquisition permitted under Section 7.04(a), (b), (c) or (d)); provided that, so long as no Default shall exist prior to or after giving pro forma effect thereto (and any Indebtedness incurred in connection therewith), the Borrower and its Subsidiaries may make (i) an Acquisition so long as: A. in the case of a merger, amalgamation or any of their respective Subsidiaries and Investments in CaptiveCo by Parentother combination including the Borrower, the Borrower shall be the surviving entity; B. in the case of a merger, amalgamation or any of their respective Subsidiaries other combination including a Loan Party (i) other than the initial capitalization of CaptiveCo related Borrower), a Loan Party shall be the surviving entity; C. the business to be acquired shall be similar to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, lines of business of the Borrower and its Subsidiaries or reasonably related and/or complementary or ancillary to such Subsidiary as may lines of business and reasonable extensions and expansions thereof; D. the Borrower and its Subsidiaries shall be required in full compliance with the Loan Documents both prior to satisfy applicable capital requirements with respect and subsequent to CaptiveCo the transaction; E. such Acquisition shall not be actively opposed by the board of directors (which amounts or similar governing body) of the selling Persons or the Persons whose equity interests are to be acquired; F. the aggregate Consideration for all Acquisitions by Foreign Subsidiaries, Acquisitions of Persons or Equity Interests of Persons that do not become Loan Parties (including by way of merger into a Loan Party) and Acquisitions of assets that are not included in the Collateral, shall not exceed $10,000,000 during the term of this Agreement and Borrower shall have delivered evidence demonstrating that after giving pro forma effect to each such Acquisition described in this clause (iivi) shall include the aggregate value of applicable insurance claims projected by Parent(and to any Indebtedness incurred, assumed or acquired in connection therewith), the Borrower and their advisors its Subsidiaries shall be in compliance with the Pro Forma Leverage Test; G. other than in connection with the Paragon Acquisition, the Borrower and its Subsidiaries shall be in compliance with the Pro Forma Leverage Test, and if the aggregate Consideration for any Acquisition permitted under this clause (b) is greater than or equal to be filed $15,000,000, the Borrower shall have provided to the Administrative Agent and the Lenders, at least five (5) days prior to such Acquisition, a certificate of a Financial Officer of the Borrower showing that, both before and after giving pro forma effect to such Acquisition (and to any Indebtedness incurred, assumed or acquired in a future periodconnection therewith), the Borrower and its Subsidiaries shall be in each casecompliance with the Pro Forma Leverage Test. (ii) [reserved] (iii) [reserved] (iv) [reserved] (v) [reserved] (vi) [reserved] (vii) [reserved] (viii) other Acquisitions, in addition to be the Acquisitions permitted above, in an aggregate amount for all Acquisitions made on or after the First Amendment Effective Date in accordance reliance on this clause (viii) not to exceed, when taken together with customary practice Investments made on or after the First Amendment Effective Date in reliance on Section 7.03(a)(xvi), $10,000,000, provided that (A) no Default has occurred and is continuing at the insurance industry time of any such Acquisition or would result therefrom and applicable laws(B) after giving pro forma effect to such Acquisition (or series of related Acquisitions) and to any Indebtedness incurred in connection therewith, rules the Borrower and regulationsits Subsidiaries are in compliance with the Pro Forma Leverage Test; (ix) the Paragon Acquisition; and (x) other Acquisitions constituting Investments permitted by subsection (a) of this Section 7.03.