Common use of Investments and Purchases Clause in Contracts

Investments and Purchases. The Borrower will not, nor will it permit any Subsidiary to, make or suffer to exist any Investments (including, without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Purchases, except: (a) Short-term obligations of, or fully guaranteed by, the United States of America and short-term obligations of United States government agencies; (b) Commercial paper rated A-1 or better by S&P or P-1 or better by Mxxxx’x; (c) Demand deposit and money market bank accounts maintained in the ordinary course of business with Initial Lenders or with commercial banks which are members of the Federal Deposit Insurance Corporation; (d) Bankers acceptances and certificates of deposit issued by and time deposits with Initial Lenders or with commercial banks (whether domestic or foreign) rated B or better by Thomson, A or better by S&P or A2 or better by Mxxxx’x; (e) Repurchase agreements with Initial Lenders or with commercial banks (whether domestic or foreign) rated B or better by Thomson, A or better by S&P or A2 or better by Mxxxx’x, so long at least 102% of the principal amount of each repurchase agreement is collateralized by obligations of, or fully guaranteed by, the United States of America or by commercial paper rated A-1 or better by S&P or P-1 or better by Mxxxx’x; (f) Loan participations and master notes with corporations rated A-1 or better by S&P or P-1 or better by Mxxxx’x and with Initial Lenders or with commercial banks rated B or better by Thomson, A or better by S&P or A2 or better by Mxxxx’x; (g) Money market preferred stock accounts in corporations rated A or better by S&P or A2 or better by Mxxxx’x or in other corporations so long as such Investments are secured by letters of credit issued by Initial Lenders or by commercial banks rated B or better by Thomson, A or better by S&P or A2 or better by Mxxxx’x; (h) Existing Investments in Subsidiaries and additional Investments in Guarantors and Pledged Subsidiaries; (i) Other Investments in existence on the date hereof and described in Schedule 6.06 hereto; (j) Other Investments in Persons or Subsidiaries which are not Guarantors or Pledged Subsidiaries (including, without limitation, (i) any Investment in a joint venture and (ii) the creation of and the Investment in any Subsidiary that is not a Guarantor) in an aggregate amount not exceeding $20,000,000; (k) Investments in, and the creation of, any special purpose Subsidiary created for the purpose of entering into the Accounts Receivable Financing Program; (l) Additional equity Investments in Vail Resorts, Inc. necessary to permit the Borrower to retain equity accounting treatment for such Investment; (i) Non-hostile Purchases in the same line of business or related or ancillary businesses as the Borrower (including but not limited to consumer packaged goods), not exceeding $100,000,000 in the case of any single Purchase or series of related Purchases, provided that (A) there shall exist no Default either immediately before or immediately after giving effect to any such Purchase and (B) the representations and warranties contained in Article III are true and correct both immediately before and immediately after giving effect to any such Purchases, or (ii) non-hostile Purchases in the same line of business or related or ancillary businesses as the Borrower (including but not limited to consumer packaged goods), in excess of $100,000,000 in the case of any single Purchase or series of related Purchases, provided that (A) there shall exist no Default either immediately before or immediately after giving effect to any such Purchases, (B) the representations and warranties contained in Article III are true and correct both immediately before and immediately after giving effect to any such Purchases, and (C) the Borrower submits pro forma financial statements for the most recent period of four consecutive Fiscal Quarters for which financial statements have been furnished or are due pursuant to Section 5.01 and a certificate executed by an Authorized Officer of the Borrower prior to closing any such transaction showing that the Borrower is in compliance with Section 6.17 (treating such Purchase as having occurred on the first day of such four-quarter period); and (n) United States mutual funds that invest solely in any of the Investments described in subsections (a) through (g) above.

Investments and Purchases. The Borrower will not, nor will it permit any Subsidiary to, make or suffer to exist any Investments (including, without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Purchases, except: (a) Short-term obligations of, or fully guaranteed by, the United States of America and short-term obligations of United States government agencies; (b) Commercial paper rated A-1 or better by S&P or P-1 or better by Mxxxx’xXxxxx’x; (c) Demand deposit and money market bank accounts maintained in the ordinary course of business with Initial Lenders or with commercial banks which are members of the Federal Deposit Insurance Corporation; (d) Bankers acceptances and certificates of deposit issued by and time deposits with Initial Lenders or with commercial banks (whether domestic or foreign) rated B or better by Thomson, A or better by S&P or A2 or better by Mxxxx’xXxxxx’x; (e) Repurchase agreements with Initial Lenders or with commercial banks (whether domestic or foreign) rated B or better by Thomson, A or better by S&P or A2 or better by Mxxxx’xXxxxx’x, so long at least 102% of the principal amount of each repurchase agreement is collateralized by obligations of, or fully guaranteed by, the United States of America or by commercial paper rated A-1 or better by S&P or P-1 or better by Mxxxx’xXxxxx’x; (f) Loan participations and master notes with corporations rated A-1 or better by S&P or P-1 or better by Mxxxx’x Xxxxx’x and with Initial Lenders or with commercial banks rated B or better by Thomson, A or better by S&P or A2 or better by Mxxxx’xXxxxx’x; (g) Money market preferred stock accounts in corporations rated A or better by S&P or A2 or better by Mxxxx’x Xxxxx’x or in other corporations so long as such Investments are secured by letters Letters of credit Credit issued by Initial Lenders or by commercial banks rated B or better by Thomson, A or better by S&P or A2 or better by Mxxxx’xXxxxx’x; (h) Existing Investments in Subsidiaries and additional Investments in Guarantors and Pledged SubsidiariesGuarantors; (i) Other Investments in existence on the date hereof and described in Schedule 6.06 6.15 hereto; (j) Other Investments in Persons or Subsidiaries which are not Guarantors or Pledged Subsidiaries (including, without limitation, (i) any Investment in a joint venture and (ii) the creation of and the Investment in any Subsidiary that is not a Guarantor) in an aggregate amount not exceeding $20,000,000; (k) Investments in, and the creation of, any special purpose Subsidiary created for the purpose of entering into the Accounts Receivable Financing Program; (l) Additional equity Investments in Vail Resorts, Inc. necessary to permit the Borrower to retain equity accounting treatment for such Investment; (i) Non-hostile Purchases in the same line of business or related or ancillary businesses as the Borrower (including but not limited to consumer packaged goods), not exceeding $100,000,000 50,000,000 in the case of any single Purchase or series of related Purchases, provided that (A) there shall exist no Default or Unmatured Default either immediately before or immediately after giving effect to any such Purchase and (B) the representations and warranties contained in Article III V are true and correct both immediately before and immediately after giving effect to any such Purchases, or (ii) non-hostile Purchases in the same line of business or related or ancillary businesses as the Borrower (including but not limited to consumer packaged goods), in excess of $100,000,000 50,000,000 in the case of any single Purchase or series of related Purchases, provided that (A) there shall exist no Default or Unmatured Default either immediately before or immediately after giving effect to any such Purchases, (B) the representations and warranties contained in Article III V are true and correct both immediately before and immediately after giving effect to any such Purchases, and (C) the Borrower submits pro forma financial statements for the most recent period of four consecutive Fiscal Quarters for which financial statements have been furnished or are due pursuant to Section 5.01 6.1 and a certificate executed by an Authorized Officer of the Borrower prior to closing any such transaction showing that the Borrower is in compliance with Section 6.17 6.24 (treating such Purchase as having occurred on the first day of such four-quarter period); and (n) United States mutual funds that invest solely in any of the Investments described in subsections (a) through (g) above.

Investments and Purchases. The Borrower will not, nor will it permit any Subsidiary to, make or suffer to exist any Investments (including, without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Purchases, except: (a) Short-term obligations of, or fully guaranteed by, the United States of America and short-term obligations of United States government agencies; (b) Commercial paper rated A-1 or better by S&P or P-1 or better by Mxxxx’xXxxxx’x; (c) Demand deposit and money market bank accounts maintained in the ordinary course of business with the Initial Lenders Lender or with commercial banks which are members of the Federal Deposit Insurance Corporation; (d) Bankers acceptances and certificates of deposit issued by and time deposits with the Initial Lenders Lender or with commercial banks (whether domestic or foreign) rated B or better by Thomson, A or better by S&P or A2 or better by Mxxxx’xXxxxx’x; (e) Repurchase agreements with the Initial Lenders Lender or with commercial banks (whether domestic or foreign) rated B or better by Thomson, A or better by S&P or A2 or better by Mxxxx’xXxxxx’x, so long at least 102% of the principal amount of each repurchase agreement is collateralized by obligations of, or fully guaranteed by, the United States of America or by commercial paper rated A-1 or better by S&P or P-1 or better by Mxxxx’xXxxxx’x; (f) Loan participations and master notes with corporations rated A-1 or better by S&P or P-1 or better by Mxxxx’x Xxxxx’x and with the Initial Lenders Lender or with commercial banks rated B or better by Thomson, A or better by S&P or A2 or better by Mxxxx’xXxxxx’x; (g) Money market preferred stock accounts in corporations rated A or better by S&P or A2 or better by Mxxxx’x Xxxxx’x or in other corporations so long as such Investments are secured by letters of credit issued by the Initial Lenders Lender or by commercial banks rated B or better by Thomson, A or better by S&P or A2 or better by Mxxxx’xXxxxx’x; (h) Existing Investments in Subsidiaries and additional Investments in Guarantors and Pledged Subsidiaries; (i) Other Investments in existence on the date hereof and described in Schedule 6.06 hereto; (j) Other Investments in Persons or Subsidiaries which are not Guarantors or Pledged Subsidiaries (including, without limitation, (i) any Investment in a joint venture and (ii) the creation of and the Investment in any Subsidiary that is not a Guarantor) in an aggregate amount not exceeding $20,000,000in excess of 7.5% of Total Assets; (k) Investments in, and the creation of, any special purpose Subsidiary created for the purpose of entering into the Accounts Receivable Financing Program; (l) Additional equity Investments in Vail Resorts, Inc. necessary to permit the Borrower to retain equity accounting treatment for such Investment; (i) Non-hostile Purchases in the same line of business or related or ancillary businesses as the Borrower (including but not limited to consumer packaged goods), not exceeding $100,000,000 in the case of any single Purchase or series of related Purchases, ; provided that (A) there shall exist no Default either immediately before or immediately after giving effect to any such Purchase and (B) the representations and warranties contained in Article III are true and correct both immediately before and immediately after giving effect to any such Purchases, or (ii) non-hostile Purchases in the same line of business or related or ancillary businesses as the Borrower (including but not limited to consumer packaged goods), in excess of $100,000,000 in the case of any single Purchase or series of related Purchases, ; provided that (A) there shall exist no Default either immediately before or immediately after giving effect to any such Purchases, (B) the representations and warranties contained in Article III are true and correct both immediately before and immediately after giving effect to any such Purchases, and (C) the Borrower submits pro forma financial statements for the most recent period of four consecutive Fiscal Quarters for which financial statements have been furnished or are due pursuant to Section 5.01 and a certificate executed by an Authorized Officer of the Borrower prior to closing any such transaction showing that the Borrower is in compliance with Section 6.17 (treating such Purchase as having occurred on the first day of such four-quarter period); and; (nm) United States mutual funds that invest solely in any of the Investments described in subsections (a) through (g) above; (n) Investments by the Borrower in Mattnick in an aggregate amount not in excess of $20,000,000; (o) Investments by Mattnick in the Borrower or any Guarantor in the form of unsecured loans in an aggregate principal amount at no time exceeding $25,000,000 and having a maturity at least ninety-one (91) days after the Maturity Date; and (p) Investments by Mattnick in the Borrower or any Guarantor in the form of loans secured by the Mattnick Mortgages; and (q) the Retained Shares.

Investments and Purchases. The Borrower will not, nor will it permit -------------------------- any Subsidiary to, make or suffer to exist any Investments (including, without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Purchases, except: (a) Short-term obligations of, or fully guaranteed by, the United States of America and short-term obligations of United States government agencies; (b) Commercial paper rated A-1 or better by S&P or P-1 or better by Mxxxx’xMxxxx'x; (c) Demand deposit and money market bank accounts maintained in the ordinary course of business with Initial Lenders or with commercial banks which are members of the Federal Deposit Insurance Corporation; (d) Bankers acceptances and certificates of deposit issued by and time deposits with Initial Lenders or with commercial banks (whether domestic or foreign) rated B or better by Thomson, A or better by S&P or A2 or better by Mxxxx’xMxxxx'x; (e) Repurchase agreements with Initial Lenders or with commercial banks (whether domestic or foreign) rated B or better by Thomson, A or better by S&P or A2 or better by Mxxxx’xMxxxx'x, so long at least 102% of the principal amount of each repurchase agreement is collateralized by obligations of, or fully guaranteed by, the United States of America or by commercial paper rated A-1 or better by S&P or P-1 or better by Mxxxx’xMxxxx'x; (f) Loan participations and master notes with corporations rated A-1 or better by S&P or P-1 or better by Mxxxx’x Mxxxx'x and with Initial Lenders or with commercial banks rated B or better by Thomson, A or better by S&P or A2 or better by Mxxxx’xMxxxx'x; (g) Money market preferred stock accounts in corporations rated A or better by S&P or A2 or better by Mxxxx’x Mxxxx'x or in other corporations so long as such Investments are secured by letters Letters of credit Credit issued by Initial Lenders or by commercial banks rated B or better by Thomson, A or better by S&P or A2 or better by Mxxxx’xMxxxx'x; (h) Existing Investments in Subsidiaries and additional Investments in Guarantors and Pledged SubsidiariesGuarantors; (i) Other Investments in existence on the date hereof and described in Schedule 6.06 6.15 hereto;; -------------- (j) Other Investments in Persons or Subsidiaries which are not Guarantors or Pledged Subsidiaries (including, without limitation, (i) any Investment in a joint venture and (ii) the creation of and the Investment in any Subsidiary that is not a Guarantor) in an aggregate amount not exceeding $20,000,000; (k) Investments in, and the creation of, any special purpose Subsidiary created for the purpose of entering into the Accounts Receivable Financing Program; (l) Additional equity Investments in Vail Resorts, Inc. necessary to permit the Borrower to retain equity accounting treatment for such Investment; (i) Non-hostile Purchases in the same line of business or related or ancillary businesses as the Borrower (including but not limited to consumer packaged goods), not exceeding $100,000,000 50,000,000 in the case of any single Purchase or series of related Purchases, provided that (A) there shall exist no Default or -------- Unmatured Default either immediately before or immediately after giving effect to any such Purchase and (B) the representations and warranties contained in Article III are true and correct both immediately before and immediately pro forma Leverage Ratio calculated after giving effect to any such Purchasestransaction for the most recent period of four consecutive Fiscal Quarters for which financial statements have been furnished or are due pursuant to Section 6.1 (treating such Purchase as having occurred on the first ----------- day of such four-quarter period) does not exceed 2.75:1, or (ii) non-hostile Purchases in the same line of business or related or ancillary businesses as the Borrower (including but not limited to consumer packaged goods), in excess of $100,000,000 50,000,000 in the case of any single Purchase or series of related Purchases, provided that (A) there shall exist no Default or Unmatured Default either -------- immediately before or immediately after giving effect to any such Purchases, (B) the representations and warranties contained in Article III V are true and correct --------- both immediately before and immediately after giving effect to any such Purchases, and (C) the Borrower submits pro forma financial statements for the most recent period of four consecutive Fiscal Quarters for which financial statements have been furnished or are due pursuant to Section 5.01 6.1 and a ----------- certificate executed by an Authorized Officer of the Borrower prior to closing any such transaction showing that the Borrower is in compliance with Section 6.17 pro forma Leverage Ratio calculated after giving effect to such transaction (treating such Purchase as having occurred on the first day of such four-quarter period)) does not exceed 2.75:1; and (n) United States mutual funds that invest solely in any of the Investments described in subsections (a) through (g) above.

Investments and Purchases. The Borrower will not, nor will it --------------------------- permit any Subsidiary to, make or suffer to exist any Investments (including, without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Purchases, except: (a) Short-term obligations of, or fully guaranteed by, the United States of America and short-term obligations of United States government agencies; (b) Commercial paper rated A-1 or better by S&P or P-1 or better by Mxxxx’xXxxxx'x; (c) Demand deposit and money market bank accounts maintained in the ordinary course of business with Initial Lenders or with commercial banks which are members of the Federal Deposit Insurance Corporation; (d) Bankers acceptances and certificates of deposit issued by and time deposits with Initial Lenders commercial banks (whether domestic or foreign) rated B or better by Thomson, A or better by S&P or A2 or better by Xxxxx'x; (e) Repurchase agreements with commercial banks (whether domestic or foreign) rated B or better by Thomson, A or better by S&P or A2 or better by Mxxxx’x; (e) Repurchase agreements with Initial Lenders or with commercial banks (whether domestic or foreign) rated B or better by Thomson, A or better by S&P or A2 or better by Mxxxx’xXxxxx'x, so long at least 102% of the principal amount of each repurchase agreement is collateralized by obligations of, or fully guaranteed by, the United States of America or by commercial paper rated A-1 or better by S&P or P-1 or better by Mxxxx’xXxxxx'x; (f) Loan participations and master notes with corporations rated A-1 or better by S&P or P-1 or better by Mxxxx’x Xxxxx'x and with Initial Lenders or with commercial banks rated B or better by Thomson, A or better by S&P or A2 or better by Mxxxx’xXxxxx'x; (g) Money market preferred stock accounts in corporations rated A or better by S&P or A2 or better by Mxxxx’x Xxxxx'x or in other corporations so long as such Investments are secured by letters Letters of credit Credit issued by Initial Lenders or by commercial banks rated B or better by Thomson, A or better by S&P or A2 or better by Mxxxx’xXxxxx'x; (h) Existing Investments in Subsidiaries and additional Investments in Guarantors and Pledged SubsidiariesGuarantors; (i) Other Investments in existence on the date hereof and described in Schedule 6.06 6.15 hereto;; --------- (j) Other Investments in Persons or Subsidiaries which are not Guarantors or Pledged Subsidiaries (including, without limitation, (i) any Investment in a joint venture and (ii) the creation of and the Investment in any Subsidiary that is not a Guarantor) in an aggregate amount not exceeding $20,000,000; (k) Investments in, and the creation of, any special purpose Subsidiary created for the purpose of entering into the Accounts Receivable Financing Program; (l) Additional equity Investments in Vail Resorts, Inc. necessary to permit the Borrower to retain equity accounting treatment for such Investment; (m) The RHM Acquisition; and (i) Non-hostile Purchases in the same line of business or related or ancillary businesses as the Borrower (including but not limited to consumer packaged goods), not exceeding $100,000,000 15,000,000 in the case of any single Purchase or series of related Purchases, provided that (A) there shall exist no -------- Default or Unmatured Default either immediately before or immediately after giving effect to any such Purchase and (B) the representations and warranties contained in Article III are true and correct both immediately before and immediately after giving effect to any such PurchasesPurchase, or (ii) non-hostile Purchases in the same line of business or related or ancillary businesses as the Borrower (including but not limited to consumer packaged goods), in excess of $100,000,000 15,000,000 in the case of any single Purchase or series of related Purchases, provided -------- that (A) there shall exist no Default or Unmatured Default either immediately before or immediately after giving effect to any such Purchases, Purchases and (B) the representations and warranties contained in Article III are true and correct both immediately before and immediately after giving effect to any such Purchases, and (C) the Borrower submits pro forma financial statements for the most recent period of four consecutive Fiscal Quarters for which financial statements have been furnished or are due pursuant to Section 5.01 and a certificate executed by an Authorized Officer the chief financial officer, treasurer or controller of the Borrower prior to closing any such transaction showing that the Borrower is in compliance with Section 6.17 pro forma Leverage Ratio calculated after giving effect to such transaction for the period consisting of the four consecutive Fiscal Quarters then most recently ended (treating such Purchase as having occurred on the first day of such four-quarter period); and (n) United States mutual funds that invest solely in any of the Investments described in subsections (a) through (g) abovedoes not exceed 2.50:1.

Investments and Purchases. The Borrower will not, nor will it permit any Subsidiary to, make or suffer to exist any Investments (including, without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Purchases, except: (a) Short-term obligations of, or fully guaranteed by, the United States of America and short-term obligations of United States government agencies; (b) Commercial paper rated A-1 or better by S&P or P-1 or better by Mxxxx’xXxxxx’x; (c) Demand deposit and money market bank accounts maintained in the ordinary course of business with Initial Lenders or with commercial banks which are members of the Federal Deposit Insurance Corporation; (d) Bankers acceptances and certificates of deposit issued by and time deposits with Initial Lenders or with commercial banks (whether domestic or foreign) rated B or better by Thomson, A or better by S&P or A2 or better by Mxxxx’xXxxxx’x; (e) Repurchase agreements with Initial Lenders or with commercial banks (whether domestic or foreign) rated B or better by Thomson, A or better by S&P or A2 or better by Mxxxx’xXxxxx’x, so long at least 102% of the principal amount of each repurchase agreement is collateralized by obligations of, or fully guaranteed by, the United States of America or by commercial paper rated A-1 or better by S&P or P-1 or better by Mxxxx’xXxxxx’x; (f) Loan participations and master notes with corporations rated A-1 or better by S&P or P-1 or better by Mxxxx’x Xxxxx’x and with Initial Lenders or with commercial banks rated B or better by Thomson, A or better by S&P or A2 or better by Mxxxx’xXxxxx’x; (g) Money market preferred stock accounts in corporations rated A or better by S&P or A2 or better by Mxxxx’x Xxxxx’x or in other corporations so long as such Investments are secured by letters of credit issued by Initial Lenders or by commercial banks rated B or better by Thomson, A or better by S&P or A2 or better by Mxxxx’xXxxxx’x; (h) Existing Investments in Subsidiaries and additional Investments in Guarantors and Pledged Subsidiaries; (i) Other Investments in existence on the date hereof and described in Schedule 6.06 hereto; (j) Other Investments in Persons or Subsidiaries which are not Guarantors or Pledged Subsidiaries (including, without limitation, (i) any Investment in a joint venture and (ii) the creation of and the Investment in any Subsidiary that is not a Guarantor) in an aggregate amount not exceeding $20,000,000in excess of 7.5% of Total Assets; (k) Investments in, and the creation of, any special purpose Subsidiary created for the purpose of entering into the Accounts Receivable Financing Program; (l) Additional equity Investments in Vail Resorts, Inc. necessary to permit the Borrower to retain equity accounting treatment for such Investment; (i) Non-hostile Purchases in the same line of business or related or ancillary businesses as the Borrower (including but not limited to consumer packaged goods), not exceeding $100,000,000 in the case of any single Purchase or series of related Purchases, provided that (A) there shall exist no Default either immediately before or immediately after giving effect to any such Purchase and (B) the representations and warranties contained in Article III are true and correct both immediately before and immediately after giving effect to any such Purchases, or (ii) non-hostile Purchases in the same line of business or related or ancillary businesses as the Borrower (including but not limited to consumer packaged goods), in excess of $100,000,000 in the case of any single Purchase or series of related PurchasesPurchases (including, for the avoidance of doubt, Merger Sub’s purchases of the Equity Interests of AIPC in connection with the AIPC Transaction (including during any Subsequent Offering Period (as defined in the AIPC Transaction Agreement) and including any “top-up” purchases pursuant to Section 2.04 of the AIPC Transaction Agreement)), provided that (A) there shall exist no Default either immediately before or immediately after giving effect to any such Purchases, (B) the representations and warranties contained in Article III are true and correct both immediately before and immediately after giving effect to any such Purchases, and (C) the Borrower submits pro forma financial statements for the most recent period of four consecutive Fiscal Quarters for which financial statements have been furnished or are due pursuant to Section 5.01 and a certificate executed by an Authorized Officer of the Borrower prior to closing any such transaction showing that the Borrower is in compliance with Section 6.17 (treating such Purchase as having occurred on the first day of such four-quarter period); and; (nm) United States mutual funds that invest solely in any of the Investments described in subsections (a) through (g) above; (n) Investments by the Borrower in Mattnick in an aggregate amount not in excess of $20,000,000; (o) Investments by Mattnick in the Borrower or any Guarantor in the form of unsecured loans in an aggregate principal amount at no time exceeding $25,000,000 and having a maturity at least ninety-one (91) days after the Maturity Date; and (p) Investments by Mattnick in the Borrower or any Guarantor in the form of loans secured by the Mattnick Mortgages.

Investments and Purchases. The Borrower will not, nor will it permit any Subsidiary to, make or suffer to exist any Investments (including, without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Purchases, except: (a) Short-term obligations of, or fully guaranteed by, the United States of America and short-term obligations of United States government agencies; (b) Commercial paper rated A-1 or better by S&P or P-1 or better by Mxxxx’xXxxxx’x; (c) Demand deposit and money market bank accounts maintained in the ordinary course of business with Initial Lenders or with commercial banks which are members of the Federal Deposit Insurance Corporation; (d) Bankers acceptances and certificates of deposit issued by and time deposits with Initial Lenders or with commercial banks (whether domestic or foreign) rated B or better by Thomson, A or better by S&P or A2 or better by Mxxxx’xXxxxx’x; (e) Repurchase agreements with Initial Lenders or with commercial banks (whether domestic or foreign) rated B or better by Thomson, A or better by S&P or A2 or better by Mxxxx’xXxxxx’x, so long at least 102% of the principal amount of each repurchase agreement is collateralized by obligations of, or fully guaranteed by, the United States of America or by commercial paper rated A-1 or better by S&P or P-1 or better by Mxxxx’xXxxxx’x; (f) Loan participations and master notes with corporations rated A-1 or better by S&P or P-1 or better by Mxxxx’x Xxxxx’x and with Initial Lenders or with commercial banks rated B or better by Thomson, A or better by S&P or A2 or better by Mxxxx’xXxxxx’x; (g) Money market preferred stock accounts in corporations rated A or better by S&P or A2 or better by Mxxxx’x Xxxxx’x or in other corporations so long as such Investments are secured by letters of credit issued by Initial Lenders or by commercial banks rated B or better by Thomson, A or better by S&P or A2 or better by Mxxxx’xXxxxx’x; (h) Existing Investments in Subsidiaries and additional Investments in Guarantors and Pledged Subsidiaries; (i) Other Investments in existence on the date hereof and described in Schedule 6.06 hereto; (j) Other Investments in Persons or Subsidiaries which are not Guarantors or Pledged Subsidiaries (including, without limitation, (i) any Investment in a joint venture and (ii) the creation of and the Investment in any Subsidiary that is not a Guarantor) in an aggregate amount not exceeding $20,000,000in excess of 7.5% of Total Assets; (k) Investments in, and the creation of, any special purpose Subsidiary created for the purpose of entering into the Accounts Receivable Financing Program; (l) Additional equity Investments in Vail Resorts, Inc. necessary to permit the Borrower to retain equity accounting treatment for such Investment; (i) Non-hostile Purchases in the same line of business or related or ancillary businesses as the Borrower (including but not limited to consumer packaged goods), not exceeding $100,000,000 in the case of any single Purchase or series of related Purchases, provided that (A) there shall exist no Default either immediately before or immediately after giving effect to any such Purchase and (B) the representations and warranties contained in Article III are true and correct both immediately before and immediately after giving effect to any such Purchases, or (ii) non-hostile Purchases in the same line of business or related or ancillary businesses as the Borrower (including but not limited to consumer packaged goods), in excess of $100,000,000 in the case of any single Purchase or series of related PurchasesPurchases (including, for the avoidance of doubt, Borrower’s purchase of the Equity Interests of SLRD and certain related assets in connection with the Acquisition), provided that (A) there shall exist no Default either immediately before or immediately after giving effect to any such Purchases, (B) the representations and warranties contained in Article III are true and correct both immediately before and immediately after giving effect to any such Purchases, and (C) the Borrower submits pro forma financial statements for the most recent period of four consecutive Fiscal Quarters for which financial statements have been furnished or are due pursuant to Section 5.01 and a certificate executed by an Authorized Officer of the Borrower prior to closing any such transaction showing that the Borrower is in compliance with Section 6.17 (treating such Purchase as having occurred on the first day of such four-quarter period); and; (nm) United States mutual funds that invest solely in any of the Investments described in subsections (a) through (g) above; (n) Investments by the Borrower in Mattnick in an aggregate amount not in excess of $20,000,000; (o) Investments by Mattnick in the Borrower or any Guarantor in the form of unsecured loans in an aggregate principal amount at no time exceeding $25,000,000 and having a maturity at least ninety-one (91) days after the Maturity Date; (p) Investments by Mattnick in the Borrower or any Guarantor in the form of loans secured by the Mattnick Mortgages; and (q) Investments in Post and its subsidiaries pursuant to the Post Spin-Off Documents.

Investments and Purchases. The Borrower will not, nor will it permit any Subsidiary to, make or suffer to exist any Investments (including, without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Purchases, except: (a) Short-term obligations of, or fully guaranteed by, the United States of America and short-term obligations of United States government agencies; (b) Commercial paper rated A-1 or better by S&P or P-1 or better by Mxxxx’xXxxxx’x; (c) Demand deposit and money market bank accounts maintained in the ordinary course of business with Initial Lenders or with commercial banks which are members of the Federal Deposit Insurance Corporation; (d) Bankers acceptances and certificates of deposit issued by and time deposits with Initial Lenders or with commercial banks (whether domestic or foreign) rated B or better by Thomson, A or better by S&P or A2 or better by Mxxxx’xXxxxx’x; (e) Repurchase agreements with Initial Lenders or with commercial banks (whether domestic or foreign) rated B or better by Thomson, A or better by S&P or A2 or better by Mxxxx’xXxxxx’x, so long at least 102% of the principal amount of each repurchase agreement is collateralized by obligations of, or fully guaranteed by, the United States of America or by commercial paper rated A-1 or better by S&P or P-1 or better by Mxxxx’xXxxxx’x; (f) Loan participations and master notes with corporations rated A-1 or better by S&P or P-1 or better by Mxxxx’x Xxxxx’x and with Initial Lenders or with commercial banks rated B or better by Thomson, A or better by S&P or A2 or better by Mxxxx’xXxxxx’x; (g) Money market preferred stock accounts in corporations rated A or better by S&P or A2 or better by Mxxxx’x Xxxxx’x or in other corporations so long as such Investments are secured by letters of credit issued by Initial Lenders or by commercial banks rated B or better by Thomson, A or better by S&P or A2 or better by Mxxxx’xXxxxx’x; (h) Existing Investments in Subsidiaries and additional Investments in Guarantors and Pledged Subsidiaries; (i) Other Investments in existence on the date hereof and described in Schedule 6.06 hereto; (j) Other Investments in Persons or Subsidiaries which are not Guarantors or Pledged Subsidiaries (including, without limitation, (i) any Investment in a joint venture and (ii) the creation of and the Investment in any Subsidiary that is not a Guarantor) in an aggregate amount not exceeding $20,000,000in excess of 7.5% of Total Assets; (k) Investments in, and the creation of, any special purpose Subsidiary created for the purpose of entering into the Accounts Receivable Financing Program; (l) Additional equity Investments in Vail Resorts, Inc. necessary to permit the Borrower to retain equity accounting treatment for such Investment; (i) Non-hostile Purchases in the same line of business or related or ancillary businesses as the Borrower (including but not limited to consumer packaged goods), not exceeding $100,000,000 in the case of any single Purchase or series of related Purchases, provided that (A) there shall exist no Default either immediately before or immediately after giving effect to any such Purchase and (B) the representations and warranties contained in Article III are true and correct both immediately before and immediately after giving effect to any such Purchases, or (ii) non-hostile Purchases in the same line of business or related or ancillary businesses as the Borrower (including but not limited to consumer packaged goods), in excess of $100,000,000 in the case of any single Purchase or series of related Purchases, provided that (A) there shall exist no Default either immediately before or immediately after giving effect to any such Purchases, (B) the representations and warranties contained in Article III are true and correct both immediately before and immediately after giving effect to any such Purchases, and (C) the Borrower submits pro forma financial statements for the most recent period of four consecutive Fiscal Quarters for which financial statements have been furnished or are due pursuant to Section 5.01 and a certificate executed by an Authorized Officer of the Borrower prior to closing any such transaction showing that the Borrower is in compliance with Section 6.17 (treating such Purchase as having occurred on the first day of such four-quarter period); and; (nm) United States mutual funds that invest solely in any of the Investments described in subsections (a) through (g) above; (n) Investments by the Borrower in Mattnick in an aggregate amount not in excess of $20,000,000; (o) Investments by Mattnick in the Borrower or any Guarantor in the form of unsecured loans in an aggregate principal amount at no time exceeding $25,000,000 and having a maturity at least ninety-one (91) days after the Maturity Date; (p) Investments by Mattnick in the Borrower or any Guarantor in the form of loans secured by the Mattnick Mortgages; and (q) Investments in Post and its subsidiaries pursuant to the Post Spin-Off Documents.

Investments and Purchases. The Borrower will not, nor will it permit any Subsidiary to, make or suffer to exist any Investments (including, without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Purchases, except: (a) Short-term obligations of, or fully guaranteed by, the United States of America and short-term obligations of United States government agencies; (b) Commercial paper rated A-1 or better by S&P or P-1 or better by Mxxxx’xXxxxx’x; (c) Demand deposit and money market bank accounts maintained in the ordinary course of business with Initial Lenders or with commercial banks which are members of the Federal Deposit Insurance Corporation; (d) Bankers acceptances and certificates of deposit issued by and time deposits with Initial Lenders or with commercial banks (whether domestic or foreign) rated B or better by Thomson, A or better by S&P or A2 or better by Mxxxx’xXxxxx’x; (e) Repurchase agreements with Initial Lenders or with commercial banks (whether domestic or foreign) rated B or better by Thomson, A or better by S&P or A2 or better by Mxxxx’xXxxxx’x, so long at least 102% of the principal amount of each repurchase agreement is collateralized by obligations of, or fully guaranteed by, the United States of America or by commercial paper rated A-1 or better by S&P or P-1 or better by Mxxxx’xXxxxx’x; (f) Loan participations and master notes with corporations rated A-1 or better by S&P or P-1 or better by Mxxxx’x Xxxxx’x and with Initial Lenders or with commercial banks rated B or better by Thomson, A or better by S&P or A2 or better by Mxxxx’xXxxxx’x; (g) Money market preferred stock accounts in corporations rated A or better by S&P or A2 or better by Mxxxx’x Xxxxx’x or in other corporations so long as such Investments are secured by letters of credit issued by Initial Lenders or by commercial banks rated B or better by Thomson, A or better by S&P or A2 or better by Mxxxx’xXxxxx’x; (h) Existing Investments in Subsidiaries and additional Investments in Guarantors and Pledged Subsidiaries; (i) Other Investments in existence on the date hereof and described in Schedule 6.06 hereto; (j) Other Investments in Persons or Subsidiaries which are not Guarantors or Pledged Subsidiaries (including, without limitation, (i) any Investment in a joint venture and (ii) the creation of and the Investment in any Subsidiary that is not a Guarantor) in an aggregate amount not exceeding $20,000,000in excess of 7.5% of Total Assets; (k) Investments in, and the creation of, any special purpose Subsidiary created for the purpose of entering into the Accounts Receivable Financing Program; (l) Additional equity Investments in Vail Resorts, Inc. necessary to permit the Borrower to retain equity accounting treatment for such Investment; (i) Non-hostile Purchases in the same line of business or related or ancillary businesses as the Borrower (including but not limited to consumer packaged goods), not exceeding $100,000,000 in the case of any single Purchase or series of related Purchases, provided that (A) there shall exist no Default either immediately before or immediately after giving effect to any such Purchase and (B) the representations and warranties contained in Article III are true and correct both immediately before and immediately after giving effect to any such Purchases, or (ii) non-hostile Purchases in the same line of business or related or ancillary businesses as the Borrower (including but not limited to consumer packaged goods), in excess of $100,000,000 in the case of any single Purchase or series of related Purchases, provided that (A) there shall exist no Default either immediately before or immediately after giving effect to any such Purchases, (B) the representations and warranties contained in Article III are true and correct both immediately before and immediately after giving effect to any such Purchases, and (C) the Borrower submits pro forma financial statements for the most recent period of four consecutive Fiscal Quarters for which financial statements have been furnished or are due pursuant to Section 5.01 and a certificate executed by an Authorized Officer of the Borrower prior to closing any such transaction showing that the Borrower is in compliance with Section 6.17 (treating such Purchase as having occurred on the first day of such four-quarter period); and; (nm) United States mutual funds that invest solely in any of the Investments described in subsections (a) through (g) above; (n) Investments by the Borrower in Mattnick in an aggregate amount not in excess of $20,000,000; (o) Investments by Mattnick in the Borrower or any Guarantor in the form of unsecured loans in an aggregate principal amount at no time exceeding $25,000,000 and having a maturity at least ninety-one (91) days after the Maturity Date; (p) Investments by Mattnick in the Borrower or any Guarantor in the form of loans secured by the Mattnick Mortgages; (q) The Retained Shares; and (r) Investments held by the Borrower in deferred compensation accounts for the benefit of its participating employees.

Investments and Purchases. The Borrower will not, nor will it --------------------------- permit any Subsidiary to, make or suffer to exist any Investments (including, without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Purchases, except: (a) Short-term obligations of, or fully guaranteed by, the United States of America and short-term obligations of United States government agencies; (b) Commercial paper rated A-1 or better by S&P or P-1 or better by Mxxxx’xXxxxx'x; (c) Demand deposit and money market bank accounts maintained in the ordinary course of business with Initial Lenders or with commercial banks which are members of the Federal Deposit Insurance Corporation; (d) Bankers acceptances and certificates of deposit issued by and time deposits with Initial Lenders commercial banks (whether domestic or foreign) rated B or better by Thomson, A or better by S&P or A2 or better by Xxxxx'x; (e) Repurchase agreements with commercial banks (whether domestic or foreign) rated B or better by Thomson, A or better by S&P or A2 or better by Mxxxx’x; (e) Repurchase agreements with Initial Lenders or with commercial banks (whether domestic or foreign) rated B or better by Thomson, A or better by S&P or A2 or better by Mxxxx’xXxxxx'x, so long at least 102% of the principal amount of each repurchase agreement is collateralized by obligations of, or fully guaranteed by, the United States of America or by commercial paper rated A-1 or better by S&P or P-1 or better by Mxxxx’xXxxxx'x; (f) Loan participations and master notes with corporations rated A-1 or better by S&P or P-1 or better by Mxxxx’x Xxxxx'x and with Initial Lenders or with commercial banks rated B or better by Thomson, A or better by S&P or A2 or better by Mxxxx’xXxxxx'x; (g) Money market preferred stock accounts in corporations rated A or better by S&P or A2 or better by Mxxxx’x Xxxxx'x or in other corporations so long as such Investments are secured by letters Letters of credit Credit issued by Initial Lenders or by commercial banks rated B or better by Thomson, A or better by S&P or A2 or better by Mxxxx’xXxxxx'x; (h) Existing Investments in Subsidiaries and additional Investments in Guarantors and Pledged SubsidiariesGuarantors; (i) Other Investments in existence on the date hereof and described in Schedule 6.06 6.15 hereto;; -------------- (j) Other Investments in Persons or Subsidiaries which are not Guarantors or Pledged Subsidiaries (including, without limitation, (i) any Investment in a joint venture and (ii) the creation of and the Investment in any Subsidiary that is not a Guarantor) in an aggregate amount not exceeding $20,000,000; (k) Investments in, and the creation of, any special purpose Subsidiary created for the purpose of entering into the Accounts Receivable Financing Program; (l) Additional equity Investments in Vail Resorts, Inc. necessary to permit the Borrower to retain equity accounting treatment for such Investment;; and (i) Non-hostile Purchases in the same line of business or related or ancillary businesses as the Borrower (including but not limited to consumer packaged goods), not exceeding $100,000,000 15,000,000 in the case of any single Purchase or series of related Purchases, provided that (A) there shall exist no -------- Default or Unmatured Default either immediately before or immediately after giving effect to any such Purchase and (B) the representations and warranties contained in Article III are true and correct both immediately before and immediately after giving effect to any such PurchasesPurchase, or (ii) non-hostile Purchases in the same line of business or related or ancillary businesses as the Borrower (including but not limited to consumer packaged goods), in excess of $100,000,000 15,000,000 in the case of any single Purchase or series of related Purchases, provided -------- that (A) there shall exist no Default or Unmatured Default either immediately before or immediately after giving effect to any such Purchases, Purchases and (B) the representations and warranties contained in Article III are true and correct both immediately before and immediately after giving effect to any such Purchases, and (C) the Borrower submits pro forma financial statements for the most recent period of four consecutive Fiscal Quarters for which financial statements have been furnished or are due pursuant to Section 5.01 and a certificate executed by an Authorized Officer the chief financial officer, treasurer or controller of the Borrower prior to closing any such transaction showing that the Borrower is in compliance with Section 6.17 pro forma Leverage Ratio calculated after giving effect to such transaction for the period consisting of the four consecutive Fiscal Quarters then most recently ended (treating such Purchase as having occurred on the first day of such four-quarter period); and (n) United States mutual funds that invest solely in any of the Investments described in subsections (a) through (g) abovedoes not exceed 2.50:1.