Common use of Investments in Other Persons Clause in Contracts

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, except: (i) equity Investments by the Parent and its Subsidiaries in their Subsidiaries outstanding on the date hereof and additional Investments in Loan Parties; (ii) loans and advances to employees in the ordinary course of the business of the Parent and its Subsidiaries in an aggregate principal amount not to exceed $1,000,000 at any time outstanding; (iii) Investments in Cash Equivalents; (iv) Investments existing on the date hereof and described on Schedule 4.01(y) hereto; (v) other Investments in an aggregate cash amount invested not to exceed $10,000,000 plus 50% of the Net Cash Proceeds from any issuance of Equity Interests; provided, however, that the consent of the Required Lenders shall be required for any single Investment in which the cash to be committed or paid exceeds $2,000,000; provided, further, that with respect to Investments made under this clause (v): (A) any newly acquired or organized Subsidiary of the Parent or any of its Subsidiaries shall be a wholly owned Subsidiary thereof; (B) immediately before and after giving effect thereto, no Default shall have occurred and be continuing or would result therefrom; and (C) any company or business acquired or invested in pursuant to this clause (v) shall be in the same line of business as the business of the Parent or any of its Subsidiaries or shall be engaged in an ancillary or related business; provided, further, still, that, if (1) any such Investment is made with a combination of cash and shares, stock or other securities of the Parent or any of its Subsidiaries and (2) such Investment results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum; (vi) extension of trade credit in the ordinary course of business; and (vii) an Investment through the acquisition by the Parent or any of its Subsidiaries of all of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such acquisition; or (B) the Required Lenders consent to such acquisition; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that the calculations referred to in clauses (A)(1) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual Investment to which such calculations shall apply, provided, however, that, if such combination results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum.

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, exceptPerson other than: (i) equity Investments by the Parent Loan Parties and its their Subsidiaries in their Subsidiaries outstanding on the date hereof and additional Investments in Subsidiaries (including, without limitation, Investments comprised of loans or equity contributions to Excluded Subsidiaries or loans or equity contributions by one Excluded Subsidiary to another Excluded Subsidiary) and, in the case of the Loan PartiesParties (other than the Parent Guarantor) and their Subsidiaries, Investments in Assets (including by asset or Equity Interest acquisitions), in each case subject, where applicable, to the limitations set forth in Section 5.02(f)(iv); (ii) loans and advances to employees in the ordinary course of the business of the Parent and its Subsidiaries in an aggregate principal amount not to exceed $1,000,000 at any time outstanding; (iii) Investments in Cash Equivalents; (iii) Investments consisting of intercompany Debt permitted under Section 5.02(b)(i); (iv) Investments existing consisting of the following items so long as (y) the aggregate amount outstanding, without duplication, of all Investments described in this subsection does not exceed, at any time, 35% of Total Asset Value at such time, and (z) the aggregate amount of each of the following items of Investments does not exceed the specified percentage of Total Asset Value set forth below: (A) Investments in Redevelopment Assets and Development Assets (including such assets that such Person has contracted to purchase for development with or without options to terminate the purchase agreement), so long as the aggregate amount of all such Investments in Redevelopment Assets and Development Assets, calculated on the date hereof and described on Schedule 4.01(y) hereto; (v) other Investments in an aggregate cash amount invested basis of actual cost, does not to at any time exceed $10,000,000 plus 5025.0% of the Net Cash Proceeds from any issuance of Equity InterestsTotal Asset Value at such time; provided, however, that the consent of the Required Lenders shall be required for any single Investment limitations set forth in which the cash to be committed or paid exceeds $2,000,000; provided, further, that with respect to Investments made under this clause (v): (A) shall not apply to any newly acquired Redevelopment Asset or organized Subsidiary Development Asset that is 85% pre-leased pursuant to duly executed Tenancy Leases and all completion and performance guarantees pertaining to such Asset are reasonably satisfactory to the Administrative Agent, (B) Investments in undeveloped land (including undeveloped land that such Person has contracted to purchase with or without options to terminate the purchase agreement), so long as the aggregate amount of all such Investments in undeveloped land, calculated on the basis of actual cost, does not at any time exceed 10.0% of Total Asset Value at such time, and (C) Investments in Joint Ventures of any Loan Party or its Subsidiaries so long as the aggregate amount of such Investments outstanding does not at any time exceed 25% of Total Asset Value of the Parent or any of Guarantor and its Subsidiaries shall be a wholly owned Subsidiary thereof; (B) immediately before and after giving effect theretoSubsidiaries, no Default shall have occurred and be continuing or would result therefrom; and (C) any company or business acquired or invested as determined in pursuant to this clause accordance with GAAP, at such time; (v) shall be Investments by the Borrower in the same line of business as the business of the Parent or any of its Subsidiaries or shall be engaged in an ancillary or related business; provided, further, still, that, if (1) any such Investment is made with a combination of cash and shares, stock or other securities of the Parent or any of its Subsidiaries and (2) such Investment results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumHedge Agreements permitted under Section 5.02(b)(ii)(E); (vi) extension To the extent permitted by applicable law, advances to officers, directors and employees of trade credit any Loan Party or any Subsidiary of any Loan Party in the ordinary course of business, for travel, entertainment, relocation and analogous ordinary business purposes; (vii) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit extended in the ordinary course of business in an aggregate amount not to exceed $10,000,000; and (viiviii) an Investment through the acquisition by the Parent Investments received in satisfaction or any of its Subsidiaries of all of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify partial satisfaction thereof from financially troubled account debtors to the Administrative Agent that the Minimum Required Synergies shall be achieved prior extent reasonably necessary in order to the date of such acquisition; prevent or (B) the Required Lenders consent to such acquisition; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that the calculations referred to in clauses (A)(1) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual Investment to which such calculations shall apply, provided, however, that, if such combination results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumlimit loss.

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, except: (i) equity Investments by the Parent and its Subsidiaries in their Subsidiaries outstanding on the date hereof and additional Investments in Loan Parties; (ii) loans and advances to employees in the ordinary course of the business of the Parent and its Subsidiaries in an aggregate principal amount not to exceed $1,000,000 at any time outstanding; (iii) Investments in Cash Equivalents; (iv) Investments existing on the date hereof and described on Schedule 4.01(y) hereto; (v) other Investments in an aggregate cash amount invested not to exceed $10,000,000 plus 50% of the Net Cash Proceeds from any issuance of Equity Interests; provided, however, that the consent of the Required Lenders shall be required for any single Investment in which the cash to be committed or paid exceeds $2,000,000; provided, further, that with respect to Investments made under this clause (v): (A) any newly acquired or organized Subsidiary of the Parent or any of its Subsidiaries shall be a wholly owned Subsidiary thereof; (B) immediately before and after giving effect thereto, no Default shall have occurred and be continuing or would result therefrom; and (C) any company or business acquired or invested in pursuant to this clause (v) shall be in the same line of business as the business of the Parent or any of its Subsidiaries or shall be engaged in an ancillary or related business; provided, further, still, that, if (1) any such Investment is made with a combination of cash and shares, stock or other securities of the Parent or any of its Subsidiaries and (2) such Investment results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum; (vi) extension of trade credit in the ordinary course of business; and (vii) an Investment through the acquisition by the Parent or any of its Subsidiaries of all of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt for Borrowed Money of such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such acquisition; or (B) the Required Lenders consent to such acquisition; , provided, that, in any such case, any that the Person so acquired shall be a Subsidiary Guarantor; , and provided, further, that the calculations referred to in clauses (A)(1) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual Investment to which such calculations shall apply, provided, however, that, if such combination results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum.

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, exceptPerson other than: (i) equity Investments by the Parent Company and its Subsidiaries in (A) their Subsidiaries outstanding on the date hereof, (B) Subsidiaries of the Company as required or is reasonably desirable to comply with thin capitalization rules in jurisdictions outside the United States, (C) wholly owned Subsidiaries (other than pursuant to clauses (B) or (D)) in an additional aggregate amount invested from the date hereof not to exceed $50,000,000 and additional Investments in Loan Parties(D) Subsidiary Guarantors; (ii) Investments by the Company and its Subsidiaries made as capital contributions to any of its direct or indirect Subsidiaries for the purpose of repaying, prepaying or otherwise retiring Debt of the Target or its direct or indirect Subsidiaries existing at the date of the Acquisition or restructuring Subsidiaries of the Company in connection with the Acquisition; (iii) Investment by Subsidiaries that are not Subsidiary Guarantors in any other Subsidiaries of the Company; (iv) loans and advances to employees in the ordinary course of the business of the Parent Company and its Subsidiaries as presently conducted in an aggregate principal amount not to exceed $1,000,000 5,000,000 at any time outstanding; (iiiv) Investments in Cash EquivalentsMarketable Securities; (ivvi) Investments existing on made by the Company or its Subsidiaries in joint ventures as required by the applicable joint venture agreement in effect as of the date hereof and described on Schedule 4.01(y) heretoadditional Investments in joint ventures in an aggregate amount not to exceed $20,000,000 at any time outstanding; (vvii) Investments consisting of intercompany Debt owed to the Company or to a direct or indirect wholly owned Subsidiary of the Company; (viii) any endorsement of a check or other medium of payment for deposit or collection, or any similar transaction in the ordinary course of business; (ix) the Company and its Subsidiaries may acquire and hold receivables and similar items owing to them in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; (x) the Guaranteed Obligations and obligations under the Subsidiary Guaranty; (xi) the Company and its Subsidiaries may acquire and own Investments (including debt obligations) received in connection with the bankruptcy or reorganization of customers and suppliers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business; (xii) Investments by Subsidiaries of the Company organized outside of the United States in the following (or the equivalent thereof in the applicable foreign jurisdiction): (A) time deposits maturing within one year from the date of purchase thereof, including certificates of deposit issued by any bank or trust company organized outside of the United States that has total assets aggregating at least $200,000,000 or the equivalent in a foreign currency, (B) fully collateralized repurchase agreements having a term of not more than 30 days and covering securities described in subsection (A) above entered into with any bank or trust company described in subsection (A) above, or (C) investments in money market funds substantially all of the assets of which are comprised of securities described in (A) and (B) above; (xiii) loans and advances to customers and vendors in the ordinary course of business of the Company and its Subsidiaries as presently conducted in an aggregate principal amount not to exceed $15,000,000 at any time outstanding; (xiv) Investments made by the Company or its Subsidiaries in Subsidiaries of the Company made as capital contributions of Foreign Assets; and (xv) other Investments in an aggregate cash amount invested not to exceed $10,000,000 plus 50% of the Net Cash Proceeds from any issuance of Equity Interests; provided, however, that the consent of the Required Lenders shall be required for any single Investment in which the cash to be committed or paid exceeds $2,000,000; provided, further, that with respect to Investments made under this clause (v): (A) any newly acquired or organized Subsidiary of the Parent or any of its Subsidiaries shall be a wholly owned Subsidiary thereof; (B) immediately before and after giving effect thereto, no Default shall have occurred and be continuing or would result therefrom; and (C) any company or business acquired or invested in pursuant to this clause (v) shall be in the same line of business as the business of the Parent or any of its Subsidiaries or shall be engaged in an ancillary or related business; provided, further, still, that, if (1) any such Investment is made with a combination of cash and shares, stock or other securities of the Parent or any of its Subsidiaries and (2) such Investment results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum; (vi) extension of trade credit in the ordinary course of business; and (vii) an Investment through the acquisition by the Parent or any of its Subsidiaries of all of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such acquisition; or (B) the Required Lenders consent to such acquisition; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that the calculations referred to in clauses (A)(1) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual Investment to which such calculations shall apply, provided, however, that, if such combination results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum100,000,000.

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, except: (i) equity Investments by the Parent and its Subsidiaries among Loan Parties in their Subsidiaries outstanding on the date hereof and additional Investments in other Loan Parties; (ii) loans and advances to employees in Investments by the ordinary course of the business of the Parent Borrower and its Subsidiaries in an aggregate (A) Cash and Cash Equivalents, (B) direct obligations of the United States of America (including obligations issued or held in book-entry form on the books of the Department of the Treasury of the United States of America) or obligations the timely payment of the principal amount not to exceed $1,000,000 and interest on which are fully guaranteed by the United States of America and (C) certificates of deposit fully insured by the Federal Deposit Insurance Corporation in national, state or foreign commercial banks whose outstanding long term debt is rated at any time outstandingleast A or the equivalent by S&P or Xxxxx’x; (iii) to the extent constituting Investments, Investments in Cash Equivalentscontracts and agreements (including, without limitation, interest rate Hedge Agreements), including prepaid deposits and expenses thereunder, to the extent permitted under the Loan Documents; (iv) Investments existing on received in connection with the date hereof bankruptcy or reorganization of suppliers or customers and described on Schedule 4.01(y) hereto; (v) in settlement of delinquent obligations of, and other Investments in an aggregate cash amount invested not to exceed $10,000,000 plus 50% of the Net Cash Proceeds from any issuance of Equity Interests; provideddisputes with, however, that the consent of the Required Lenders shall be required for any single Investment in which the cash to be committed or paid exceeds $2,000,000; provided, further, that with respect to Investments made under this clause (v): (A) any newly acquired or organized Subsidiary of the Parent or any of its Subsidiaries shall be a wholly owned Subsidiary thereof; (B) immediately before and after giving effect thereto, no Default shall have occurred and be continuing or would result therefrom; and (C) any company or business acquired or invested in pursuant to this clause (v) shall be in the same line of business as the business of the Parent or any of its Subsidiaries or shall be engaged in an ancillary or related business; provided, further, still, that, if (1) any such Investment is made with a combination of cash and shares, stock or other securities of the Parent or any of its Subsidiaries and (2) such Investment results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum; (vi) extension of trade credit customers arising in the ordinary course of business; (v) Investments in the Accounts and Investments permitted pursuant to Section 5.02(f)(ii) on deposit in or credited to the Accounts, or other accounts permitted under the Loan Documents; (vi) loans and advances to officers, directors and employees of any Loan Party for reasonable and customary business related travel expenses, moving expenses and similar expenses incurred in the ordinary course of business of such Loan Party in an aggregate principal amount at any time outstanding not exceeding $500,000; (vii) Investments by a Loan Party in the Equity Interests in any Equipment Finance SPVs, provided that each of the conditions precedent set forth in Schedule 5.02(k) shall have been satisfied at the time such Investment is made by any Loan Party; and (viiviii) an Investment through Investments with proceeds from the acquisition by the Parent or any of its Subsidiaries of all of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such acquisition; or (B) the Required Lenders consent to such acquisition; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that the calculations referred to in clauses (A)(1) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual Investment to which such calculations shall apply, provided, however, that, if such combination results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumSpecified Distributable Cash Account.

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make or holdMake, or permit any of its Subsidiaries to make or holdmake, any Investment in any Person, except:except the following (provided, that any Investment permitted by any clause below shall be permitted under this Section 5.02(i), notwithstanding that such Investment would not be permitted by any other clause): (i) equity (A) Investments by the Parent Company and its Subsidiaries in their Subsidiaries outstanding on the date hereof and Conversion Date, (B) additional Investments by the Company and its Subsidiaries in the Company or the Subsidiary Guarantors, (C) Investments by any Loan Party in another Loan Party and (D) additional Investments by Subsidiaries of the Company that are not Loan Parties in other Subsidiaries that are not Loan Parties; (ii) loans and advances to employees in the ordinary course of the business of the Parent Company and its Subsidiaries as presently conducted in an aggregate principal amount not to exceed $1,000,000 10,000,000 at any time outstanding; (iii) Investments made by Loan Parties in Subsidiaries of the Company that are not Loan Parties in an aggregate amount not to exceed $100,000,000 at any time outstanding (determined net of any repayments in respect of such Investments received in Cash EquivalentsEquivalents by any Loan Party); provided that no Default shall exist at the time such Investment is made or would result therefrom and; provided further that all such Investments shall be evidenced by an intercompany note, and pledged to the Agent as Collateral; (iv) Investments existing on the date hereof and described on Schedule 4.01(y) heretoin Hedge Agreements permitted under Section 5.02(m); (v) other Investments received in an aggregate cash amount invested not to exceed $10,000,000 plus 50% settlement of the Net Cash Proceeds from any issuance of Equity Interests; provided, however, that the consent of the Required Lenders shall be required for any single Investment claims against another Person in which the cash to be committed or paid exceeds $2,000,000; provided, further, that connection with respect to Investments made under this clause (v): (A) any newly acquired or organized Subsidiary of the Parent or any of its Subsidiaries shall be a wholly owned Subsidiary thereof; bankruptcy proceeding against such Person, (B) immediately before and after giving effect thereto, no Default shall have occurred and be continuing accounts receivable arising from or would result therefrom; and (C) any company or business acquired or invested in pursuant to this clause (v) shall be in the same line of business as the business of the Parent or any of its Subsidiaries or shall be engaged in an ancillary or related business; provided, further, still, that, if (1) any such Investment is made with a combination of cash and shares, stock or other securities of the Parent or any of its Subsidiaries and (2) such Investment results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum; (vi) extension of trade credit granted to, in the ordinary course of business; and, a financially troubled account debtor and (C) disputes regarding intellectual property rights; (viivi) an Investment through Investments arising out of the acquisition receipt by the Parent Company or any of its Subsidiaries of all non-cash consideration for the sale, transfer or other disposition of assets permitted under Section 5.02(e), (vii) Investments (including Investments in joint ventures) in an aggregate amount not to exceed (i) in any fiscal year, an amount equal to (1) the sum of $20,000,000, plus up to 50% of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent and cash in lieu of fractional shares portion of such Capital Stock; provided$20,000,000 available in the following fiscal year, that either (A)(1) such Person has positive cash flow measured by EBITDA plus any unused amounts from prior fiscal years, minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value any portion of the Current Assets of such Person minus unsecured Debt of such Person to be assumed amount available in such acquisition minus Capitalized Leases of such Person to be assumed fiscal year used in such acquisition is at least $1.00, the preceding fiscal year and (3ii) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such acquisition; or (B) the Required Lenders consent to such acquisition; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that the calculations referred to in clauses (A)(1) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual Investment to which such calculations shall apply, provided, however, that, if such combination results in the Debt Rating being downgraded aggregate, $100,000,000 , and (viii) Investments by more than one level, then the Applicable Margin shall increase by 0.50% per annumCompany and its Subsidiaries in cash and Cash Equivalents.

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, except: (i) equity (A) Investments by the Parent Borrower and its Subsidiaries in their Subsidiaries outstanding on the date hereof and Restatement Effective Date, (B) additional Investments by the Borrower and its Subsidiaries in Loan Parties, (C) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties and (D) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in the Excluded Subsidiaries in an aggregate amount invested from and after the Restatement Effective Date not to exceed $10,000,000; (ii) loans and advances to employees in the ordinary course of the business of the Parent Borrower and its Subsidiaries as presently conducted in an aggregate principal amount not to exceed $1,000,000 at any time outstanding; (iii) Investments by the Borrower and its Subsidiaries in Cash Equivalents; (iv) Investments existing on the date hereof Restatement Effective Date and described on Schedule 4.01(y4.01(u) hereto; (v) other Investments in an aggregate cash amount invested not to exceed $10,000,000 plus 50% Hedge Agreements permitted by Section 5.02(l); (vi) the purchase or other acquisition of all of the Net Cash Proceeds from any issuance of Equity Interests; providedInterests in, however, that or the consent assets comprising a division or business unit or a substantial part or all of the Required Lenders shall property and assets of, any Person that, in the case of the acquisition of all of the Equity Interests in or all of the assets of such Person (including, without limitation, as a result of a merger or consolidation), upon the consummation thereof, will be required for any single Investment in which wholly owned directly by the cash to be committed Borrower or paid exceeds $2,000,000one or more of its wholly owned Subsidiaries; providedprovided that, further, that with respect to Investments each purchase or other acquisition made under pursuant to this clause (v): vi): (A) any such newly created or acquired Subsidiary shall comply with the requirements of Section 5.01(j); (B) the lines of business of the Person to be (or organized Subsidiary the property and assets of which are to be) so purchased or otherwise acquired shall be substantially the same lines of business as one or more of the principal businesses of the Borrower and its Subsidiaries in the ordinary course or a Related Business; (C) immediately after giving effect to such purchase or other acquisition, the pro forma Leverage Ratio at the time of such purchase or other acquisition shall be no greater than 4.50 to 1.00, calculated by taking into account (x) EBITDA for the four Fiscal Quarter period most recently then ended for which financial statements have been delivered pursuant to Section 5.03(b)(iii) or (c)(ii) on a pro forma basis as though such purchase or other acquisition had been consummated as of the first day of the fiscal period covered thereby and (y) Consolidated Debt for Borrowed Money as of the date of such purchase or acquisition; (D) immediately before and immediately after giving effect to any such purchase or other acquisition, no Default shall have occurred and be continuing; and (E) the Borrower shall have delivered to the Administrative Agent, on behalf of the Lenders, at least three Business Days prior to the date on which any such purchase or other acquisition is to be consummated, a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in this clause (vi) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition; (vii) Investments made after the Restatement Effective Date in Subsidiaries (or Persons that will become Subsidiaries following such Investment) that are not wholly owned directly by the Borrower or one or more of its wholly owned Subsidiaries, but which otherwise comply with the requirements of clause (vi) of this Section 5.02(f), in an aggregate amount not to exceed the sum of (a) $20,000,000 in the aggregate and (b) the then current Distributable Amount. (viii) Investments received in the settlement of amounts owing to the Borrower and its Subsidiaries in the ordinary course of business; (ix) Investments received as consideration for a sale of assets permitted under this Agreement; (x) the Permitted CoBank Investment; (xi) commission, payroll, travel and similar advances to officers and employees of the Parent or any of its Subsidiaries shall that are expected at the time of such advance ultimately to be a wholly owned Subsidiary recorded as an expense in conformity with GAAP; (xii) the purchase or other acquisition of minority Equity Interests in any Person, the total cash and noncash consideration (excluding Equity Interests of the Parent issued or transferred to the sellers thereof; , but including all indemnities, earnouts and other contingent payment obligations to, and the aggregate amounts paid or to be paid under noncompete, consulting and other affiliated agreements with, the sellers thereof (Bother than customary employment agreements on market terms) immediately before and after giving effect theretoall assumptions of debt, no Default shall have occurred liabilities and be continuing other obligations in connection therewith) paid by or would result therefrom; on behalf of the Borrower and (C) its Subsidiaries for any company such purchase or business acquired other acquisition, when aggregated with the total cash and noncash consideration paid by or invested in on behalf of the Borrower and its Subsidiaries for all other purchases and other acquisitions made by the Borrower and its Subsidiaries pursuant to this clause (vxi), shall not exceed the sum of (a) shall be $10,000,000 in the same line of business as the business of the Parent or any of its Subsidiaries or shall be engaged in an ancillary or related business; provided, further, still, that, if (1) any such Investment is made with a combination of cash and shares, stock or other securities of the Parent or any of its Subsidiaries aggregate and (2b) such Investment results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum; (vi) extension of trade credit in the ordinary course of businesscurrent Distributable Amount; and (viixiii) an Investment through the acquisition Investments by the Parent or any of Borrower and its Subsidiaries of all of the outstanding Capital Stock of another Person solely not otherwise permitted under this Section 5.02(f) in exchange for the Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person an aggregate amount not to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least exceed $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such acquisition; or (B) the Required Lenders consent to such acquisition; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that the calculations referred to in clauses (A)(1) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual Investment to which such calculations shall apply, provided, however, that, if such combination results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum15,000,000.

Investments in Other Persons. Other than as required to consummate the Merger Transactions, The Company will not make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, except: (ia) equity Investments by the Parent and its Subsidiaries in their Subsidiaries outstanding on the date hereof and additional Investments in Loan Parties; (ii) loans and advances consisting of property to employees be used in the ordinary course of business and consistent with past practice; (b) Investments in accounts receivable arising from the business sales of goods and services in the Parent ordinary course of business; (c) equity Investments (i) by the Company and its Subsidiaries in Wholly Owned Subsidiaries that are not Subsidiary Guarantors in an aggregate principal amount not to exceed $1,000,000 50,000,000 at any time outstandingoutstanding and (ii) by the Company and its Subsidiaries in Wholly Owned Subsidiaries that are Subsidiary Guarantors; (iiid) Investments by the Company and its Subsidiaries in Cash Equivalents; (ive) Investments existing on the date hereof of the First Amendment and described on Schedule 4.01(y) 10.7 hereto; (vf) Investments by the Company in Swaps permitted under Section 10.3(c)(v); (g) other Investments in an aggregate cash amount invested not to exceed $10,000,000 plus 50% of the Net Cash Proceeds from any issuance of Equity Interestsother Person; provided, however, that the consent of the Required Lenders shall be required for any single Investment in which the cash to be committed or paid exceeds $2,000,000; provided, further, provided that with respect to Investments made under this clause (vg): (Ai) in the case of an equity Investment under this clause (g), any newly acquired or organized Subsidiary of the Parent Company or any of its Subsidiaries shall be a wholly owned Wholly Owned Subsidiary thereof; (Bii) immediately before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom; and (Ciii) any company or business acquired or invested in pursuant to this clause (vg) shall be in the same line of business as the business of the Parent Company or any of its Subsidiaries or shall a line of business in which the Company is permitted to be engaged in an ancillary accordance with Section 10.4; (iv) any Subsidiary acquired pursuant to this clause (g) shall become a Subsidiary Guarantor, and such newly acquired Subsidiary shall comply with the requirements of Sections 9.10 and 10.18; and (v) immediately after giving effect to the acquisition of a company or related business; providedbusiness pursuant to this clause (g), furtherthe Company shall be in pro forma compliance with the covenants contained in Section 10.1, stillcalculated based on the financial statements most recently delivered to the holders of the Notes pursuant to Section 7.1(a) or (b) and as though such acquisition had occurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Company delivered to the holders of the Notes demonstrating such compliance; (h) Investments by the Company and its Subsidiaries in (i) Subsidiaries that are not Wholly Owned Subsidiaries or (ii) Persons that, if (1) any after giving effect to such Investment is made with a combination of cash and sharesInvestment, stock or other securities do not constitute Subsidiaries of the Parent Company or such Subsidiaries, provided that any Person invested in pursuant to this clause (h) shall be in the same line of business as the business of the Company or any of its Subsidiaries or a line of business in which the Company is permitted to be engaged in accordance with Section 10.4, and (2) such Investment results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum; (vi) extension of trade credit in the ordinary course of business; and (vii) an Investment through the acquisition aggregate amount invested by the Parent or any of Company and its Subsidiaries of all of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent under this clause (h) shall not exceed $35,000,000 at any time outstanding; and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such acquisition; or (B) the Required Lenders consent to such acquisition; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that so long as the calculations referred Company and its Subsidiaries shall not have made Investments in such non-Wholly Owned Subsidiaries and other Persons in excess of $35,000,000 as provided in this clause (h), the Company shall not be in violation of this clause (h) in the event that the Investments held (as opposed to made) by the Company and its Subsidiaries in clauses such non-Wholly Owned Subsidiaries and other Persons shall at any time exceed $35,000,000; and (A)(1i) Investments consisting of intercompany Debt permitted under Section 10.3(a) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual Investment to which such calculations shall apply, provided, however, that, if such combination results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumb).

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, except: (i) (A) equity Investments by the Parent BMCA and its Subsidiaries in their Subsidiaries outstanding on the date hereof and hereof, (B) additional Investments in Loan PartiesParties and (C) additional Investments by Subsidiaries of BMCA that are not Loan Parties in other such Subsidiaries; (ii) so long as no Default or Event of Default has occurred and is continuing both at the time of such Investment and after pro forma effect thereto, (x) Investments in an aggregate amount not in excess of $25,000,000 in Non-Recourse Subsidiaries or any Persons that are not Loan Parties, excluding G-I Holdings and BMCA Holdings and (y) Restricted Investments permitted under Section 5.02(g); (iii) loans and advances to employees in the ordinary course of the business of the Parent BMCA and its Subsidiaries as presently conducted in an aggregate principal amount not to exceed $1,000,000 2,500,000 at any time outstanding; (iiiiv) Investments by BMCA and its Subsidiaries in Cash Equivalents; (ivv) Investments existing on the date hereof and described on Schedule 4.01(y4.01(s) hereto; (vvi) Investments by BMCA in Hedge Agreements to the extent permitted under Section 5.02(s); (vii) the purchase or other Investments in an aggregate cash amount invested not to exceed $10,000,000 plus 50% acquisition (a “Permitted Acquisition”) of all of the Net Cash Proceeds from any issuance of Equity Interests; providedInterests in, however, that the consent or all or substantially all of the Required Lenders shall property and assets of, any Person that, upon the consummation thereof, will be required for any single Investment in which the cash to be committed wholly owned directly by BMCA or paid exceeds $2,000,000one or more of its wholly owned Subsidiaries (including as a result of a merger or consolidation); providedprovided that, further, that with respect to Investments each purchase or other acquisition made under pursuant to this clause (v): vii): (A) any such newly created or acquired or organized Subsidiary shall comply with the requirements of Section 5.01(j); (B) the lines of business of the Parent Person to be (or any the property and assets of which are to be) so purchased or otherwise acquired shall be (a) substantially the same lines of business as, or (b) lines of business complementary to, one or more of the principal businesses of BMCA and its Subsidiaries in the ordinary course; (C) such purchase or other acquisition shall not include or result in any contingent liabilities that could reasonably be expected to result in a wholly owned Material Adverse Change (as determined in good faith by the board of directors (or the persons performing similar functions) of BMCA or such Subsidiary thereof; if the board of directors is otherwise approving such transaction; (BD) (1) immediately before and immediately after giving pro forma effect theretoto any such Permitted Acquisition, no Default or Event of Default shall have occurred and be continuing or would result therefrom; continuing, (2) BMCA and (C) any company or business acquired or invested in pursuant to this clause (v) its Subsidiaries shall be in pro forma compliance with the same line covenants set forth in Section 5.04 (each of business as the business of the Parent or any of its Subsidiaries or shall be engaged in an ancillary or related business; provided, further, still, that, if (1) any such Investment is made with a combination of cash and shares, stock or other securities of the Parent or any of its Subsidiaries and (2) above to be determined on the basis of the required financial information most recently delivered to the Administrative Agent and the Lenders as though such Investment results purchase or other acquisition had been consummated as of the first day of the fiscal period covered thereby and (3) the aggregate consideration paid in connection with all such Permitted Acquisitions shall not exceed $100,000,000 per year and $250,000,000 during the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum; (vi) extension term of trade credit in the ordinary course of businessthis Agreement); and (viiE) an Investment through the acquisition by the Parent or any of its Subsidiaries of all of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition BMCA shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify have delivered to the Administrative Agent that Agent, on behalf of the Minimum Required Synergies shall be achieved Lenders, at least three Business Days prior to the date on which any such purchase or other acquisition is to be consummated, a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in this clause (vii) have been satisfied or will be satisfied on or prior to the consummation of such acquisition; or Permitted Acquisition; (Bviii) the Required Lenders consent to such acquisition; provided, that, Investments in any “strategic alliance” joint marketing arrangement, provided that such case, Investments do not exceed $10,000,000 in the aggregate for any Person so acquired shall be a Subsidiary Guarantor; provided, further, that the calculations referred Fiscal Year; (a) Investments consisting of Initial G-I Holdings Letters of Credit or substitutions thereof (subject to in clauses (A)(1Section 5.02(g)) and (A)(2b) above shall be made on subject to Section 5.02(g), Investments consisting of Future G-I Letters of Credit and renewals thereof; (x) So long as the provisions of Section 5.02(g) are satisfied (determined as if such Investment were a Consolidated basis with respect to all Persons that shall become Subsidiaries payment, dividend or distribution described in Section 5.02(g)), Investments (other than Investments described in clause (ix) above) in G-I Holdings and BMCA Holdings; and (xi) the purchase of the Parent as a result remaining outstanding shares of any individual Investment Elk pursuant to which such calculations shall apply, provided, however, that, if such combination results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumMerger or otherwise.

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, except: (i) (A) equity Investments by the Parent BMCA and its Subsidiaries in their Subsidiaries outstanding on the date hereof and hereof, (B) additional Investments in Loan PartiesParties and (C) additional Investments by Subsidiaries of BMCA that are not Loan Parties in other such Subsidiaries; (ii) so long as no Default or Event of Default has occurred and is continuing both at the time of such Investment and after giving pro forma effect thereto, (x) Investments in an aggregate amount not in excess of $25,000,000 in Non-Recourse Subsidiaries or any Persons that are not Loan Parties, excluding G-I Holdings and BMCA Holdings and (y) Restricted Investments permitted under Section 5.02(g); (iii) loans and advances to employees in the ordinary course of the business of the Parent BMCA and its Subsidiaries as presently conducted in an aggregate principal amount not to exceed $1,000,000 2,500,000 at any time outstanding; (iiiiv) Investments by BMCA and its Subsidiaries in Cash Equivalents; (ivv) Investments existing on the date hereof and described on Schedule 4.01(y4.01(s) hereto; (vvi) Investments by BMCA in Hedge Agreements to the extent permitted under Section 5.02(s); (vii) the purchase or other Investments in an aggregate cash amount invested not to exceed $10,000,000 plus 50% acquisition (a “Permitted Acquisition”) of all of the Net Cash Proceeds from any issuance of Equity Interests; providedInterests in, however, that the consent or all or substantially all of the Required Lenders shall property and assets of, any Person that, upon the consummation thereof, will be required for any single Investment in which the cash to be committed wholly owned directly by BMCA or paid exceeds $2,000,000one or more of its wholly owned Subsidiaries (including as a result of a merger or consolidation); providedprovided that, further, that with respect to Investments each purchase or other acquisition made under pursuant to this clause (v): vii): (A) any such newly created or acquired or organized Subsidiary shall comply with the requirements of Section 5.01(j); (B) the lines of business of the Parent Person to be (or any the property and assets of which are to be) so purchased or otherwise acquired shall be (a) substantially the same lines of business as, or (b) lines of business complementary to, one or more of the principal businesses of BMCA and its Subsidiaries in the ordinary course; (C) such purchase or other acquisition shall not include or result in any contingent liabilities that could reasonably be expected to result in a wholly owned Material Adverse Change (as determined in good faith by the board of directors (or the persons performing similar functions) of BMCA or such Subsidiary thereof; if the board of directors is otherwise approving such transaction; (BD) (1) immediately before and immediately after giving pro forma effect theretoto any such Permitted Acquisition, no Default or Event of Default shall have occurred and be continuing or would result therefrom; continuing, (2) BMCA and (C) any company or business acquired or invested in pursuant to this clause (v) its Subsidiaries shall be in pro forma compliance with the same line covenants set forth in Section 5.04, (each of business as the business of the Parent or any of its Subsidiaries or shall be engaged in an ancillary or related business; provided, further, still, that, if (1) any such Investment is made with a combination of cash and shares, stock or other securities of the Parent or any of its Subsidiaries and (2) above to be determined on the basis of the required financial information most recently delivered to the Administrative Agent and the Lenders as though such Investment results purchase or other acquisition had been consummated as of the first day of the fiscal period covered thereby and (3) the aggregate consideration paid in connection with all such Permitted Acquisitions shall not exceed $100,000,000 per year and $250,000,000 during the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum; (vi) extension term of trade credit in the ordinary course of businessthis Agreement); and (viiE) an Investment through the acquisition by the Parent or any of its Subsidiaries of all of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition BMCA shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify have delivered to the Administrative Agent that Agent, on behalf of the Minimum Required Synergies shall be achieved Lenders, at least three Business Days prior to the date on which any such purchase or other acquisition is to be consummated, a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in this clause (vii) have been satisfied or will be satisfied on or prior to the consummation of such acquisition; or Permitted Acquisition; (Bviii) the Required Lenders consent to such acquisition; provided, that, Investments in any “strategic alliance” joint marketing arrangement, provided that such case, Investments do not exceed $10,000,000 in the aggregate for any Person so acquired shall be a Subsidiary Guarantor; provided, further, that the calculations referred Fiscal Year; (a) Investments consisting of Initial G-I Holdings Letters of Credit or substitutions thereof (subject to in clauses (A)(1Section 5.02(g)) and (A)(2b) above shall be made on subject to Section 5.02(g), Investments consisting of Future G-I Letters of Credit and renewals thereof; (x) So long as the provisions of Section 5.02(g) are satisfied (determined as if such Investment were a Consolidated basis with respect to all Persons that shall become Subsidiaries payment, dividend or distribution described in Section 5.02(g)), Investments (other than Investments described in clause (ix) above) in G-I Holdings and BMCA Holdings; and (xi) the purchase of the Parent as a result remaining outstanding shares of any individual Investment Elk pursuant to which such calculations shall apply, provided, however, that, if such combination results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumMerger or otherwise.

Investments in Other Persons. Other than as required to consummate Until the Merger TransactionsCompany has an Investment Grade Rating, make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, exceptPerson other than: (i) equity (A) Investments by the Parent Company and its Subsidiaries in their Subsidiaries outstanding on the date hereof and hereof, (B) additional Investments by the Company and its Subsidiaries in Subsidiary Guarantors, (C) additional Investments by Subsidiaries of the Company that are not Loan PartiesParties in other Subsidiaries that are not Subsidiary Guarantors and (D) additional Investments by the Loan Parties in Wholly-Owned Subsidiaries that are not Loan Parties in an aggregate amount invested from the date hereof not to exceed $100,000,000; (ii) loans and advances to employees in the ordinary course of the business of the Parent Company and its Subsidiaries as presently conducted in an aggregate principal amount not to exceed $1,000,000 5,000,000 at any time outstanding; (iii) Investments existing on the date hereof, including those listed on Schedule 5.02(g), and Investments in Cash EquivalentsMarketable Securities; (iv) Investments existing on the date hereof and described on Schedule 4.01(y) heretoconsisting of intercompany Debt; (v) Investments received in settlement of claims against another Person in connection with a bankruptcy proceeding against such Person; (vi) Investments arising in connection with receivables securitization programs to the extent permitted by Section 5.02(a)(v), (vii) the purchase or other Investments in an aggregate cash amount invested not to exceed $10,000,000 plus 50% acquisition of all of the Net Cash Proceeds from equity interests in any issuance of Equity Interests; providedPerson that, howeverupon the consummation thereof, that the consent will be a Wholly-Owned Subsidiary of the Required Lenders shall be required for Company or one or more of its Wholly-Owned Subsidiaries (including, without limitation, as a result of a merger or consolidation) and the purchase or other acquisition by the Company or one or more of its Wholly-Owned Subsidiaries of all or substantially all of the property and assets of any single Investment in which the cash to be committed or paid exceeds $2,000,000Person; providedprovided that, further, that with respect to Investments each purchase or other acquisition made under pursuant to this clause (v): vii): (A) the Loan Parties and any such newly created or acquired or organized Subsidiary shall comply with the requirements of Section 5.01(j); (B) the lines of business of the Parent Person to be (or any the property and assets of which are to be) so purchased or otherwise acquired shall be substantially the same lines of business as one or more of the principal businesses of the Company and its Subsidiaries in the ordinary course or complimentary to such lines of business; (C) the total cash consideration (including, without limitation, earnouts and other contingent payment obligations to, and the aggregate amounts paid or to be paid under noncompete, consulting and other affiliated agreements with, the sellers of such Person or assets and all assumptions of debt, liabilities and other obligations in connection therewith) paid by or on behalf of the Company and its Subsidiaries for any such purchase or other acquisition, when aggregated with the total cash consideration paid by or on behalf of the Company and its Subsidiaries for all other purchases and other acquisitions made by the Company and its Subsidiaries pursuant to this clause (vii), shall be a wholly owned Subsidiary thereof; not exceed $100,000,000; (B1) immediately before and immediately after giving effect theretoto any such purchase or other acquisition, no Default shall have occurred and be continuing or would result therefrom; and (C2) immediately after giving effect to such purchase or other acquisition, the Company and its Subsidiaries shall be in pro forma compliance with all of the covenants set forth in Section 5.03, such compliance to be determined on the basis of financial statements of such Person or assets as though such purchase or other acquisition had been consummated as of the first day of the fiscal period covered thereby; and (E) the Company shall have delivered to the Agent, on behalf of the Lenders, at least five Business Days prior to the date on which any company such purchase or business acquired other acquisition is to be consummated, a certificate of the chief financial officer, controller or invested treasurer of the Company, in form and substance reasonably satisfactory to the Agent, certifying that all of the requirements set forth in this clause (vii) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition; and (viii) Investments by the Company and its Subsidiaries not otherwise permitted under this Section 5.02(g) in an aggregate amount not to exceed $50,000,000; provided that, with respect to each Investment made after the date hereof pursuant to this clause (vviii): (A) such Investment shall be in property and assets which are part of, or in lines of business that are, substantially the same line lines of business as the business one or more of the Parent or any principal businesses of the Company and its Subsidiaries in the ordinary course or complimentary lines of business; (B) any determination of the amount of such Investment shall include all cash consideration (including, without limitation, earnouts and other contingent payment obligations to, and the aggregate amounts paid or to be engaged paid under noncompete, consulting and other affiliated agreements with, the sellers of such investment and all assumptions of debt, liabilities and other obligations in an ancillary connection therewith) paid by or related businesson behalf of the Company and its Subsidiaries in connection with such Investment; provided, further, still, that, if and (C) (1) immediately before and immediately after giving effect to any such Investment is made with a combination of cash and shares, stock purchase or other securities of the Parent or any of its Subsidiaries acquisition, no Default shall have occurred and be continuing and (2) immediately after giving effect to such Investment results in purchase or other acquisition, the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum; (vi) extension of trade credit in the ordinary course of business; and (vii) an Investment through the acquisition by the Parent or any of Company and its Subsidiaries of shall be in pro forma compliance with all of the outstanding Capital Stock covenants set forth in Section 5.03, such compliance to be determined on the basis of another Person solely in exchange financial statements for the Capital Stock such Investment as though such Investment had been consummated as of the Parent and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value first day of the Current Assets of such Person minus unsecured Debt of such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such acquisition; or (B) the Required Lenders consent to such acquisition; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that the calculations referred to in clauses (A)(1) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual Investment to which such calculations shall apply, provided, however, that, if such combination results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumfiscal period covered thereby.

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, except: (i) equity Investments by consisting of property to be used in the Parent and its Subsidiaries in their Subsidiaries outstanding on the date hereof and additional Investments in Loan Partiesordinary course of business; (ii) loans Investments in accounts receivable arising from the sales of goods and advances to employees services in the ordinary course of business; (iii) equity Investments by the business of the Parent Borrower and its Subsidiaries in Wholly Owned Subsidiaries that are not Subsidiary Guarantors in an aggregate principal amount not to exceed $1,000,000 50,000,000 at any time outstandingoutstanding and equity Investments by the Borrower and its Subsidiaries in Wholly Owned Subsidiaries that are Subsidiary Guarantors; (iiiiv) Investments by the Borrower and its Subsidiaries in Cash Equivalents; (ivv) Investments existing on the date hereof and described on Schedule 4.01(y4.01(u) hereto; (vvi) Investments by the Borrower in Swaps permitted under Section 5.02(b)(iii)(E); (vii) other Investments in an aggregate cash amount invested not to exceed $10,000,000 plus 50% of the Net Cash Proceeds from any issuance of Equity Interestsother Person; provided, however, that the consent of the Required Lenders shall be required for any single Investment in which the cash to be committed or paid exceeds $2,000,000; provided, further, provided that with respect to Investments made under this clause (vvii): (A) in the case of an equity Investment under this clause (vii), any newly acquired or organized Subsidiary of the Parent Borrower or any of its Subsidiaries shall be a wholly owned Wholly Owned Subsidiary thereof; (B) immediately before and after giving effect thereto, no Default shall have occurred and be continuing or would result therefrom; and (C) any company or business acquired or invested in pursuant to this clause (vvii) shall be in the same line of business as the business of the Parent Borrower or any of its Subsidiaries or shall a line of business in which the Borrower is permitted to be engaged in an ancillary accordance with Section 5.02(c); (D) any Subsidiary acquired pursuant to this clause (vii) shall become a Subsidiary Guarantor, and such newly acquired Subsidiary shall comply with the requirements of Section 5.01(i), except to the extent the Subsidiary so acquired is not a New Material Subsidiary; and (E) immediately after giving effect to the acquisition of a company or related business; providedbusiness pursuant to this clause (vii), furtherthe Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, stillcalculated based on the financial statements most recently delivered to the Lenders pursuant to Section 5.03 and as though such acquisition had occurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Lenders demonstrating such compliance; (viii) Investments by the Borrower and its Subsidiaries in (A) Subsidiaries that are not Wholly Owned Subsidiaries or (B) Persons that, if (1) any after giving effect to such Investment is made with a combination of cash and sharesInvestment, stock or other securities do not constitute Subsidiaries of the Parent Borrower or such Subsidiaries, provided that any Person invested in pursuant to this clause (viii) shall be in the same line of business as the business of the Borrower or any of its Subsidiaries or a line of business in which the Borrower is permitted to be engaged in accordance with Section 5.02(c), and (2) such Investment results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum; (vi) extension of trade credit in the ordinary course of business; and (vii) an Investment through the acquisition aggregate amount invested by the Parent or any of Borrower and its Subsidiaries of all of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent under this clause (viii) shall not exceed $35,000,000 at any time outstanding; and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such acquisition; or (B) the Required Lenders consent to such acquisition; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that so long as the calculations referred Borrower and its Subsidiaries shall not have made Investments in such non-Wholly Owned Subsidiaries and other Persons in excess of $35,000,000 as provided in this clause (viii), the Borrower shall not be in violation of this clause (viii) in the event that the Investments held (as opposed to made) by the Borrower and its Subsidiaries in clauses such non-Wholly Owned Subsidiaries and other Persons shall at any time exceed $35,000,000; and (A)(1ix) Investments consisting of intercompany Debt permitted under Section 5.02(b)(i) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual Investment to which such calculations shall apply, provided, however, that, if such combination results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumii).

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make or holdMake, or permit any of its Subsidiaries to make or holdmake, any Investment in any Person, except:except the following (provided, that any Investment permitted by any clause below shall be permitted under this Section 5.02(i), notwithstanding that such Investment would not be permitted by any other clause): (i) equity (A) Investments by the Parent Company and its Subsidiaries in their Subsidiaries outstanding on the date hereof and Petition Date, (B) additional Investments by the Company and its Subsidiaries in the Company or the US Subsidiary Guarantors, (C) additional Investments by Kodak Canada and its Subsidiaries in Kodak Canada or the Canadian Subsidiary Guarantors, (D) Investments by any Loan Party in another Loan Party and (E) additional Investments by Subsidiaries of the Company that are not Loan Parties in other Subsidiaries that are not Loan Parties; (ii) loans and advances to employees in the ordinary course of the business of the Parent Company and its Subsidiaries as presently conducted in an aggregate principal amount not to exceed $1,000,000 10,000,000 at any time outstanding; (iii) Investments made by Loan Parties in Subsidiaries of the Company that are not Loan Parties in an aggregate amount not to exceed $100,000,000 at any time outstanding (determined net of any repayments in respect of such Investments received in Cash EquivalentsEquivalents by any Loan Party); provided that (x) no Default shall exist at the time such Investment is made or would result therefrom and (y) the aggregate amount of such Investments made during any fiscal quarter (net of any repayments in respect of such Investments received in Cash Equivalents by any Loan Party during such fiscal quarter) shall not exceed $25,000,000; (iv) Investments in Hedge Agreements designed to hedge against fluctuations in interest rates, foreign exchange rates or in commodity prices incurred in the ordinary course of business and consistent with existing on the date hereof and described on Schedule 4.01(y) heretobusiness practice; (v) other Investments received in an aggregate cash amount invested not to exceed $10,000,000 plus 50% settlement of the Net Cash Proceeds from any issuance of Equity Interests; provided, however, that the consent of the Required Lenders shall be required for any single Investment claims against another Person in which the cash to be committed or paid exceeds $2,000,000; provided, further, that connection with respect to Investments made under this clause (v): (A) any newly acquired or organized Subsidiary of the Parent or any of its Subsidiaries shall be a wholly owned Subsidiary thereof; bankruptcy proceeding against such Person, (B) immediately before and after giving effect thereto, no Default shall have occurred and be continuing accounts receivable arising from or would result therefrom; and (C) any company or business acquired or invested in pursuant to this clause (v) shall be in the same line of business as the business of the Parent or any of its Subsidiaries or shall be engaged in an ancillary or related business; provided, further, still, that, if (1) any such Investment is made with a combination of cash and shares, stock or other securities of the Parent or any of its Subsidiaries and (2) such Investment results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum; (vi) extension of trade credit granted to, in the ordinary course of business; and, a financially troubled account debtor and (C) disputes regarding intellectual property rights; (viivi) an Investment through Investments arising out of the acquisition receipt by the Parent Company or any of its Subsidiaries of all of the outstanding Capital Stock of another Person solely in exchange non-cash consideration for the Capital Stock sale, transfer or other disposition of the Parent and cash assets permitted under Section 5.02(e), (vii) Investments in lieu of fractional shares of an aggregate amount not to exceed $5,000,000 for all such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition shall occur within twelve months Investments after the Merger Closing Petition Date, , (viii) [reserved]; and (ix) Investments by the Chief Financial Officer of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such acquisition; or (B) the Required Lenders consent to such acquisition; provided, that, Company and its Subsidiaries in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that the calculations referred to in clauses (A)(1) cash and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual Investment to which such calculations shall apply, provided, however, that, if such combination results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumCash Equivalents.

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, exceptPerson other than: (i) equity Investments by the Parent Borrower and its Subsidiaries in their Subsidiaries outstanding on the date hereof and additional Investments investments in Loan Partieswholly owned Subsidiaries in existence immediately after the Merger; (ii) Investments by the Borrower in Hedge Agreements permitted under Section 5.02(b)(i) or Section 5.02(b)(v)(A); (A) promissory notes issued to Holding representing the unpaid purchase price of capital stock of Holding issued to managers of Holding or its Subsidiaries, and secured by a perfected pledge of such capital stock, and (B) loans and advances to employees in the ordinary course of the business of the Parent Borrower and its Subsidiaries in an aggregate principal amount not to exceed $1,000,000 1,500,000 at any time outstanding; (iiiiv) Investments by the Borrower and its Subsidiaries in Cash Equivalents; (ivv) Investments consisting of intercompany Debt permitted under Section 5.02(b)(iv); (vi) Investments existing on the date hereof and described on Schedule 4.01(y) X hereto; (vvii) other Investments in an aggregate cash amount invested not to exceed $10,000,000 plus 50% the capital stock of a Person that, as a result of such investment or purchase, becomes a wholly-owned Subsidiary of the Net Cash Proceeds from any issuance of Equity InterestsBorrower, to the extent permitted by Section 5.02(p); provided, however, that the consent of the Required Lenders shall be required for any single Investment in which the cash to be committed or paid exceeds $2,000,000; provided, further, provided that with respect to Investments made under this clause (vvii): (A1) any newly acquired or organized created Subsidiary of the Parent Borrower or any of its Subsidiaries shall be a wholly wholly-owned Subsidiary thereof, shall become an additional grantor pursuant to the terms of the Security Agreement and shall become an additional subsidiary guarantor pursuant to the terms of the Subsidiary Guaranty; (B2) immediately before and after giving effect thereto, no Default shall have occurred and be continuing or would result therefrom; and (C3) any company or business acquired or invested in pursuant to this clause (vvii) shall be in the same line of business as the business of the Parent Borrower or any of its Subsidiaries or shall be engaged in an ancillary or related business; provided, further, still, that, if (1) any such Investment is made with a combination of cash and shares, stock or other securities of the Parent or any of its Subsidiaries and (2) such Investment results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumSubsidiaries; (viviii) extension of trade credit in the ordinary course case of businessthe Borrower and its Subsidiaries, other Investments in an aggregate outstanding amount not to exceed $10,000,000. (ix) Investments by Holding in the capital stock of the Borrower; and (viix) an Investment through in the acquisition case of Holding, Investments by the Parent or any of Holding in its Subsidiaries of all of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such acquisition; or (B) the Required Lenders consent to such acquisition; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that the calculations referred to in clauses (A)(1) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent capital stock as a result of any individual Investment to which such calculations shall apply, provided, however, that, if such combination results the transactions described in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumSection 5.02(b)(ii)(B).

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, except: (i) equity Investments existing on the date hereof; (ii) Investments by the Parent Borrower and its Subsidiaries in their Subsidiaries outstanding on (including, if as a result of such Investment (A) a Person becomes a Subsidiary of the date hereof Borrower) or (B) a Person is merged, consolidated or amalgamated with or into, or conveys substantially all of its assets to, or is liquidated into, the Borrower or a Subsidiary; provided that any advances and additional Investments guarantees by the Borrower and its Subsidiaries in Loan Parties; favor of their respective Subsidiaries (iiother than Subsidiary Guarantors) loans and advances to employees shall be in the ordinary course of the business of the Parent consistent with past practices; and its Subsidiaries in an aggregate principal amount not to exceed $1,000,000 at provided further that any time outstandingsuch merger is permitted by Section 5.02(d); (iii) Investments any Investment in Cash Equivalents; (iv) Investments existing on with the date hereof net cash proceeds from the sale of Equity Interests in the Borrower, and described on Schedule 4.01(y) hereto;any acquisition of assets solely in exchange for an issuance of Equity Interests of the Borrower; and (v) other Investments in (A) Allenby Connaught not to exceed an aggregate cash amount invested of $105,000,000, (B) Egypt Basic Industries Company (EBIC) not to exceed an aggregate amount of $22,500,000 and (C) other joint ventures and other minority interests not to exceed $10,000,000 plus 50% of the Net Cash Proceeds from any issuance of Equity Interests; provided, however, that the consent of the Required Lenders shall be required for any single Investment in which the cash to be committed or paid exceeds $2,000,000; provided, further, that with respect to Investments made under this clause (v): (A) any newly acquired or organized Subsidiary of the Parent or any of its Subsidiaries shall be a wholly owned Subsidiary thereof; (B) immediately before and after giving effect thereto, no Default shall have occurred and be continuing or would result therefrom; and (C) any company or business acquired or invested in pursuant to this clause (v) shall be in the same line of business as the business of the Parent or any of its Subsidiaries or shall be engaged in an ancillary or related business; provided, further, still, that, if (1) any such Investment is made with a combination of cash and shares, stock or other securities of the Parent or any of its Subsidiaries and (2) such Investment results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum; (vi) extension of trade credit in the ordinary course of business; and (vii) an Investment through the acquisition by the Parent or any of its Subsidiaries of all of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures250,000,000, in each case for at any time outstanding and in each case plus the most recent twelve full months preceding net cash proceeds of sales of Investments made pursuant to this Section 5.02(f)(v) and sales of other minority interests and dividends and distributions (including repayment of loans and advances) received from Project Finance Subsidiaries and Joint Ventures and from Investments made pursuant to this Section 5.02(f)(v). For purposes of this Section 5.02(f), the amount of an Investment shall be determined as of the date of such acquisitionInvestment, (2) immediately preceding and such amount shall be equal to the date of such acquisition, cash amount or the fair market value of the Current Assets of such Person minus unsecured Debt of such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such acquisition; other property or (B) the Required Lenders consent to such acquisition; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that the calculations referred to in clauses (A)(1) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual Investment to which such calculations shall apply, provided, however, that, if such combination results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumasset invested.

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, except: (i) equity Investments by (x) the Parent Borrower in Subsidiary Guarantors, (y) Subsidiary Guarantors in the Borrower and its other Subsidiary Guarantors, and (z) the Borrower or Subsidiary Guarantors in new Subsidiaries, provided, that such Subsidiaries in their Subsidiaries outstanding on the date hereof and additional Investments in Loan Partiesbecome Subsidiary Guarantors hereunder; (ii) loans and advances to employees in the ordinary course of the business of the Parent Borrower and its Subsidiaries as presently conducted in an aggregate principal amount not to exceed $1,000,000 500,000 at any time outstanding; (iii) Investments by the Borrower and its Subsidiaries in Cash Equivalents; (iv) Investments existing on the date hereof and described on Schedule 4.01(y4.01(v) hereto; (v) Investments by the Borrower in Hedge Agreements permitted under Section 5.02(b)(i)(A); (vi) Investments consisting of intercompany Debt permitted under Section 5.02(b)(i)(B) or 5.02(b)(ii); (vii) so long as no Event of Default has occurred and is continuing or would occur after giving effect thereto, other Investments in an aggregate cash amount invested not to exceed $10,000,000 plus 50% consisting of acquisitions or formations of all or substantially all of the Net Cash Proceeds from any issuance Equity Interests or assets of Equity Interestsanother Person; provided, however, that the consent of the Required Lenders shall be required for any single Investment in which the cash to be committed or paid exceeds $2,000,000; provided, further, provided that with respect to any Investments made under this clause (vvii): (A) any newly acquired or organized Subsidiary if such Investment is in the Equity Interests of the Parent or any of its Subsidiaries such Person, either (1) such Person shall be a wholly owned Subsidiary thereofGuarantor hereunder or (2) either (x) such acquisition or formation is financed with the proceeds of Debt secured by (and only by) the accounts receivables, inventory and related documents and general intangibles of the Subsidiary so acquired and its respective Subsidiaries, which Debt is not recourse to (including by way of guaranty) the Borrower and its other Subsidiaries or (y) the Borrower otherwise elects in accordance with Section 5.01(j) that such newly-acquired Subsidiary shall be an Excluded Subsidiary; (B) immediately before and after giving effect thereto, no Default shall have occurred and be continuing or would result therefrom; and (C) any company or business acquired or invested in pursuant to this clause (vvii) shall be in the same or related line of business as the business of the Parent Borrower or any of its Subsidiaries Subsidiaries; (D) immediately after giving effect to the acquisition of a company or business pursuant to this clause (vii), the Borrower shall be engaged in an ancillary or related business; providedpro forma compliance with the covenants contained in Section 5.04, further, still, that, if (1) any calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Investment is made with a combination of cash and shares, stock or other securities acquisition had occurred at the beginning of the Parent or any four-quarter period covered thereby, as evidenced by a certificate of its Subsidiaries and (2) such Investment results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum; (vi) extension of trade credit in the ordinary course of business; and (vii) an Investment through the acquisition by the Parent or any of its Subsidiaries of all of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify delivered to the Administrative Agent that Lender Parties demonstrating such compliance; and (E) within 30 days after the Minimum Required Synergies shall be achieved prior acquisition of a company or business pursuant to the date of such acquisition; or this clause (Bvii) the Required Lenders consent Borrower shall provide revised forecasts of the type referred to in Section 5.03(e) giving pro forma effect to such acquisition; (viii) Investments in Mesabi Nugget; provided, that, in both before and after giving effect to any such caseInvestment the Borrower is in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Investment had occurred at the beginning of the four-quarter period covered thereby; (ix) Other Investments at any Person so acquired shall be a Subsidiary Guarantortime in the aggregate not to exceed $300,000,000; (x) Other Investments in an amount not to exceed, when taken together with Restricted Payments made pursuant to clause (x) of Section 5.02(g)(iii), the Available Basket Amount; provided, further, that the calculations referred to in clauses (A)(1) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual Investment to which such calculations shall apply, provided, however, that, if notwithstanding the restrictions set forth in this Section 5.02(f), the Borrower may make Investments so long as immediately after giving pro forma effect to any such combination results in Investment, the Debt Rating being downgraded by more Total Net Leverage Ratio is less than one level, then the Applicable Margin shall increase by 0.50% per annum3.50:1.00.

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, exceptPerson other than: (ia) equity Investments by the Parent Credit Parties and its their Subsidiaries in their Subsidiaries outstanding on the date hereof and additional Investments in Loan PartiesSubsidiaries and, in the case of the Credit Parties (other than the Parent Guarantor) and their Subsidiaries, Investments in Assets (including by asset or Equity Interest acquisitions), in each case subject, where applicable, to the limitations set forth in Section 10.4(d); (ii) loans and advances to employees in the ordinary course of the business of the Parent and its Subsidiaries in an aggregate principal amount not to exceed $1,000,000 at any time outstanding; (iiib) Investments in Cash Equivalents; (ivc) Investments existing on the date hereof and described on Schedule 4.01(y) heretoconsisting of intercompany Debt; (vd) other Investments consisting of the following items so long as the aggregate amount outstanding, without duplication, of all Investments described in this subsection does not exceed, at any time, 35% of Total Asset Value at such time: (i) Investments in an aggregate cash amount invested not Redevelopment Assets and Development Assets (including such assets that such Person has contracted to exceed $10,000,000 plus 50% purchase for development with or without options to terminate the purchase agreement), (ii) Investments in undeveloped land (including undeveloped land that such Person has contracted to purchase with or without options to terminate the purchase agreement), and (iii) Investments in Joint Ventures of the Net Cash Proceeds from any issuance of Equity Interests; provided, however, that the consent of the Required Lenders shall be required for any single Investment in which the cash to be committed Credit Party or paid exceeds $2,000,000; provided, further, that with respect to Investments made under this clause (v): (A) any newly acquired or organized Subsidiary of the Parent or any of its Subsidiaries shall be a wholly owned Subsidiary thereof; (B) immediately before and after giving effect thereto, no Default shall have occurred and be continuing or would result therefrom; and (C) any company or business acquired or invested in pursuant to this clause (v) shall be in the same line of business as the business of the Parent or any of its Subsidiaries or shall be engaged in an ancillary or related business; provided, further, still, that, if (1) any such Investment is made with a combination of cash and shares, stock or other securities of the Parent or any of its Subsidiaries and (2) such Investment results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumSubsidiaries; (vie) extension Investments by the Company in Hedge Agreements; (f) to the extent permitted by applicable law, advances to officers, directors and employees of any Credit Party or any Subsidiary of any Credit Party in the ordinary course of business, for travel, entertainment, relocation and analogous ordinary business purposes; (g) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit extended in the ordinary course of business; and (viih) an Investment through the acquisition by the Parent Investments received in satisfaction or any of its Subsidiaries of all of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify partial satisfaction thereof from financially troubled account debtors to the Administrative Agent that the Minimum Required Synergies shall be achieved prior extent reasonably necessary in order to the date of such acquisition; prevent or (B) the Required Lenders consent to such acquisition; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that the calculations referred to in clauses (A)(1) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual Investment to which such calculations shall apply, provided, however, that, if such combination results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumlimit loss.

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, exceptPerson other than: (i) equity Investments by the Parent Loan Parties and its their Subsidiaries in their Subsidiaries outstanding on the date hereof and additional Investments in Subsidiaries and, in the case of the Loan PartiesParties (other than the Parent Guarantor) and their Subsidiaries, Investments in Assets (including by asset or Equity Interest acquisitions), in each case subject, where applicable, to the limitations set forth in Section 5.02(f)(iv); (ii) loans and advances to employees in the ordinary course of the business of the Parent and its Subsidiaries in an aggregate principal amount not to exceed $1,000,000 at any time outstanding; (iii) Investments in Cash Equivalents; (iii) Investments consisting of intercompany Debt permitted under Section 5.02(b)(i); (iv) Investments existing consisting of the following items so long as (y) the aggregate amount outstanding, without duplication, of all Investments described in this subsection does not exceed, at any time, 25% of Total Asset Value at such time, and (z) the aggregate amount of each of the following items of Investments does not exceed the specified percentage of Total Asset Value set forth below: (A) Investments in land and Development Assets (including such assets that such Person has contracted to purchase for development with or without options to terminate the purchase agreement), so long as the aggregate amount of such Investments, calculated on the date hereof and described on Schedule 4.01(y) hereto; (v) other Investments in an aggregate cash amount invested basis of the greater of actual cost or budgeted cost, does not to at any time exceed $10,000,000 plus 505.0% of the Net Cash Proceeds from any issuance of Equity InterestsTotal Asset Value at such time; provided, however, that the consent of the Required Lenders shall be required for any single Investment limitation set forth in which the cash to be committed or paid exceeds $2,000,000; provided, further, that with respect to Investments made under this clause (v): (A) shall not apply to any newly acquired or organized Subsidiary Development Asset that is 90% pre-leased pursuant to duly executed Tenancy Leases and all completion and performance guarantees pertaining to such Development Asset are reasonably satisfactory to the Administrative Agent, and (B) Investments in Joint Ventures of any Loan Party so long as the aggregate amount of such Investments outstanding does not at any time exceed 25% of Total Asset Value of the Parent or any of Guarantor and its Subsidiaries shall be a wholly owned Subsidiary thereof; (B) immediately before and after giving effect theretoSubsidiaries, no Default shall have occurred and be continuing or would result therefrom; and (C) any company or business acquired or invested as determined in pursuant to this clause accordance with GAAP, at such time; (v) shall be Investments by the Borrower in the same line of business as the business of the Parent or any of its Subsidiaries or shall be engaged in an ancillary or related business; provided, further, still, that, if (1) any such Investment is made with a combination of cash and shares, stock or other securities of the Parent or any of its Subsidiaries and (2) such Investment results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumHedge Agreements permitted under Section 5.02(b)(ii)(E); (vi) extension To the extent permitted by applicable law, advances to officers, directors and employees of trade credit any Loan Party or any Subsidiary of any Loan Party in the ordinary course of business, for travel, entertainment, relocation and analogous ordinary business purposes; (vii) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit extended in the ordinary course of business in an aggregate amount not to exceed $5,000,000; and (viiviii) an Investment through the acquisition by the Parent Investments received in satisfaction or any of its Subsidiaries of all of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify partial satisfaction thereof from financially troubled account debtors to the Administrative Agent that the Minimum Required Synergies shall be achieved prior extent reasonably necessary in order to the date of such acquisition; prevent or (B) the Required Lenders consent to such acquisition; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that the calculations referred to in clauses (A)(1) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual Investment to which such calculations shall apply, provided, however, that, if such combination results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumlimit loss.

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, except: (i) equity (A) Investments by the Parent and its Subsidiaries in their Subsidiaries outstanding on the date hereof and hereof, (B) additional Investments by the Parent and its Subsidiaries in Loan Parties, (C) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties, and (D) additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties (including Subsidiaries that are Excluded Subsidiaries) in an aggregate amount invested from the date hereof not to exceed $10,000,000 at the time such Investment is made; (ii) loans and advances to employees in the ordinary course of the business of the Parent Borrower and its Subsidiaries as presently conducted in an aggregate principal amount not to exceed $1,000,000 2,000,000 at any time outstanding; (iii) loans to directors, officers and employees to purchase Equity Interests of Parent; (iv) Investments by the Borrower and its Subsidiaries in bank deposits in the ordinary course of business or Cash Equivalents; (ivv) Investments existing on the date hereof and described on Schedule 4.01(y) hereto5.02(f); (vvi) other Investments in an aggregate cash amount invested not to exceed $10,000,000 plus 50% Hedge Agreements permitted under Section 5.02(b)(iv); (vii) the purchase or other acquisition of all or substantially all of the Net Cash Proceeds from Equity Interests in any issuance Person that, upon the consummation thereof, will be wholly owned directly by the Borrower or one or more of Equity Interests; providedits wholly owned Subsidiaries (including, howeverwithout limitation, that as a result of a merger or consolidation) and the consent purchase or other acquisition by the Borrower or one or more of its wholly-owned Subsidiaries of all or substantially all of the Required Lenders shall be required for property and assets of any single Investment in which the cash to be committed or paid exceeds $2,000,000Person (collectively, a “Permitted Acquisition”); providedprovided that, further, that with respect to Investments each purchase or other acquisition made under pursuant to this clause (v): vii): (A) the Loan Parties and any such newly created or acquired or organized Subsidiary shall comply with the requirements of Section 5.01(j); (B) the lines of business of the Parent Person to be (or the property and assets of which are to be) so purchased or otherwise acquired shall be permitted by Section 5.02(c); (C) such purchase or other acquisition shall not include or result in any contingent liabilities that could reasonably be expected to have a Material Adverse Effect on the Borrower and its Subsidiaries, taken as a whole (as determined in good faith by the board of directors (or the persons performing similar functions) of the Borrower, if the board of directors is otherwise approving such transaction, or, in each other case, by the Responsible Officer of the Borrower); (D) the total cash consideration (including, without limitation, all indemnities, earnouts reasonably anticipated by the Borrower to have to be paid and other contingent payment obligations to, and the aggregate amounts paid or to be paid under noncompete, consulting and other affiliated agreements with, the sellers of such Person or assets, and all assumptions of debt, liabilities and other obligations in connection therewith permitted by Section 5.02(b)(ix) but excluding the portion paid with proceeds of any Equity Issuance to or contribution from directly or indirectly the Equity Investors) paid by or on behalf of the Borrower and its Subsidiaries for any such purchase or other acquisition, shall be a wholly owned Subsidiary thereof; not exceed, when aggregated with the total cash and noncash consideration paid by or on behalf of the Borrower and its Subsidiaries for all other purchases and other acquisitions made by the Borrower and its Subsidiaries pursuant to this clause (Bvii), $100,000,000 at the time any such purchase or other acquisition is made; (1) immediately before and immediately after giving effect theretoto any such purchase or other acquisition, no Event of Default shall have occurred and be continuing and (2) immediately after giving effect to such purchase or would result therefromother acquisition, the Parent and its Subsidiaries shall be in pro forma compliance with a Leverage Ratio equal to at least 2.5:1.0, such compliance to be determined as of the last day of the most recently then ended Measurement Period; and (F) the Borrower shall have delivered to the Administrative Agent, on behalf of the Lender Parties, at least five Business Days prior to the date on which any such purchase or other acquisition is to be consummated, a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in this clause (vii) have been satisfied or will be satisfied in all material respects on or prior to the consummation of such purchase or other acquisition; (G) immediately before and immediately after giving effect to such purchase or other acquisition, the Parent and its Subsidiaries shall have a Fixed Charge Coverage Ratio equal to at least 1.0:1.0 and the Excess Availability plus Eligible Cash Collateral shall be not less than $20,000,000 (calculated on a pro forma basis both before and after giving effect to such purchase or other acquisition), such compliance to be determined (x) as of the last day of the most recently ended fiscal quarter as though such purchase or other acquisition had been consummated as of the first day of the four fiscal quarter period then ended or (y) in such other manner as may be reasonably determined by the Administrative Agent and the Borrower; (viii) Investments (A) received in satisfaction or partial satisfaction of accounts from financially troubled account debtors (whether in connection with a foreclosure, bankruptcy, workout or otherwise) and (B) consisting of deposits, prepayments and other credits to suppliers made in the ordinary course of business consistent with the past practices of the Borrower and its Subsidiaries; (ix) guaranties in the ordinary course of business of obligations owed to or of landlords, suppliers, customers, franchisees and licensees of the Borrower and its Subsidiaries or otherwise permitted hereunder; (x) other Investments in an aggregate amount not to exceed at any time the sum of (A) $15,000,000 (B) net proceeds received from Investments permitted under this Section 5.02(f) and (C) any company or business acquired or invested in pursuant proceeds of Excluded Issuances used to this clause (v) shall be in the same line of business as the business of the Parent or any of its Subsidiaries or shall be engaged in an ancillary or related business; provided, further, still, that, if (1) any such Investment is made with a combination of cash and shares, stock or other securities of the Parent or any of its Subsidiaries and (2) such Investment results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annummake Investments; (vixi) extension the Loan Parties may (A) acquire and hold accounts receivable owing to any of trade credit them if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary terms, (B) invest in, acquire and hold cash and Cash Equivalents, (C) endorse negotiable instruments held for collection in the ordinary course of business or (D) make lease, utility and other similar deposits in the ordinary course of business; (xii) the Loan Parties may sell or transfer amounts and acquire assets to the extent permitted by Section 5.02(e); (xiii) any Loan Party may hold Investments to the extent such Investments reflect an increase in the value of Investments already made; and (viixiv) an Investment through the acquisition Loan Parties may perform the Transactions as contemplated by the Parent Transaction Documents. For purposes of determining compliance with the provisions of this Section 5.02(f), Investments made by the Borrower or any of its Subsidiaries (the “investor”) in any Subsidiary that are effected pursuant to one or more Investments made contemporaneously or in prompt succession by the investor and/or any of all of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies its Subsidiaries shall be achieved prior to deemed one Investment by the date of such acquisition; or (B) the Required Lenders consent to such acquisition; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that the calculations referred to in clauses (A)(1) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual Investment to which such calculations shall apply, provided, however, that, if such combination results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annuminvestor.

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, except: (i) (A) equity Investments by the Parent BMCA and its Subsidiaries in their Subsidiaries outstanding on the date hereof and hereof, (B) additional Investments in Loan PartiesParties and (C) additional Investments by Subsidiaries of BMCA that are not Loan Parties in other such Subsidiaries; (ii) so long as (1) no Default or Event of Default has occurred and is continuing (both at the time of such Investment and after giving pro forma effect thereto), and (2) after giving effect to such Investment the Available Liquidity (as certified to the Administrative Agent by a Responsible Financial Officer of BMCA) shall equal or exceed the Specified Liquidity Amount, Investments in Non-Recourse Subsidiaries or any other Persons that are not Loan Parties, excluding G-I Holdings and BMCA Holdings (collectively, “Permitted Advances”); (iii) loans and advances to employees in the ordinary course of the business of the Parent BMCA and its Subsidiaries as presently conducted in an aggregate principal amount not to exceed $1,000,000 2,500,000 at any time outstanding; (iiiiv) Investments by BMCA and its Subsidiaries in Cash Equivalents; (ivv) Investments existing on the date hereof and described on Schedule 4.01(y4.01(s) hereto; (vvi) Investments by BMCA in Hedge Agreements to the extent permitted under Section 5.02(s); (vii) the purchase or other Investments in an aggregate cash amount invested not to exceed $10,000,000 plus 50% acquisition (a “Permitted Acquisition”) of all of the Net Cash Proceeds from Equity Interests in, or all or substantially all of the property and assets of, any issuance Person that, upon the consummation thereof, will be wholly owned directly by BMCA or one or more of Equity Interestsits wholly owned Subsidiaries (including as a result of a merger or consolidation); provided that, with respect to each purchase or other acquisition made pursuant to this clause (vii): (A) any such newly created or acquired Subsidiary shall comply with the requirements of Section 5.01(j); (B) the lines of business of the Person to be (or the property and assets of which are to be) so purchased or otherwise acquired shall be (a) substantially the same lines of business as, or (b) lines of business complementary to, one or more of the principal businesses of BMCA and its Subsidiaries in the ordinary course; (C) such purchase or other acquisition shall not include or result in any contingent liabilities that could reasonably be expected to result in a Material Adverse Change (as determined in good faith by the board of directors (or the persons performing similar functions) of BMCA or such Subsidiary if the board of directors is otherwise approving such transaction; (D) (1) immediately before and immediately after giving pro forma effect to any such Permitted Acquisition, no Default or Event of Default shall have occurred and be continuing, (2) immediately after giving effect to such purchase or other acquisition, the Available Liquidity (as certified to the Administrative Agent by a Responsible Financial Officer of BMCA) shall equal or exceed the Specified Liquidity Amount, and (3) BMCA and its Subsidiaries shall be in pro forma compliance with the covenant set forth in Section 5.04, if applicable (each of (1), (2) and (3) above to be determined on the basis of the required financial information most recently delivered to the Administrative Agent and the Lender Parties as though such purchase or other acquisition had been consummated as of the first day of the fiscal period covered thereby); and (E) BMCA shall have delivered to the Administrative Agent, on behalf of the Lender Parties, at least three Business Days prior to the date on which any such purchase or other acquisition is to be consummated, a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in this clause (vii) have been satisfied or will be satisfied on or prior to the consummation of such Permitted Acquisition; provided, however, that the consent of the Required Lenders property and assets so purchased or acquired shall not be required for any single Investment in which the cash considered to be committed or paid exceeds $2,000,000; provided, further, that Eligible Collateral until so determined by the Administrative Agent and the Collateral Monitoring Agent after the performance of due diligence with respect results reasonably satisfactory to Investments made under this clause (v): (A) any newly acquired or organized Subsidiary of the Parent or any of its Subsidiaries shall be a wholly owned Subsidiary thereof; (B) immediately before Administrative Agent and after giving effect thereto, no Default shall have occurred and be continuing or would result therefrom; and (C) any company or business acquired or invested in pursuant to this clause (v) shall be in the same line of business as the business of the Parent or any of its Subsidiaries or shall be engaged in an ancillary or related business; provided, further, still, that, if (1) any such Investment is made with a combination of cash and shares, stock or other securities of the Parent or any of its Subsidiaries and (2) such Investment results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumCollateral Monitoring Agent applying their customary criteria for determining eligibility; (viviii) extension of trade credit Investments in any “strategic alliance” joint marketing arrangement, provided that such Investments do not exceed $10,000,000 in the ordinary course aggregate for any Fiscal Year; (a) Investments consisting of businessInitial G-I Holdings Letters of Credit or substitutions thereof (as described in, and subject to Section 5.02(g)) and (b) subject to Section 5.02(g), Investments consisting of Future G-I Letters of Credit and renewals thereof; (x) So long as the provisions of Section 5.02(g) are satisfied (determined as if such Investment were a payment, dividend or distribution described in Section 5.02(g)), Investments (other than Investments described in clause (ix) above) in G-I Holdings and BMCA Holdings; and (viixi) an Investment through the acquisition by the Parent or any of its Subsidiaries of all The purchase of the remaining outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person Elk pursuant to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such acquisition; or (B) the Required Lenders consent to such acquisition; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that the calculations referred to in clauses (A)(1) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual Investment to which such calculations shall apply, provided, however, that, if such combination results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumotherwise.

Investments in Other Persons. Other than as required to consummate the Merger Transactions, Group will not make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, except: (i) equity Investments by the Parent (A) Group and its Subsidiaries in their Subsidiaries outstanding on the date hereof and additional investments by (A) Group or any of its Subsidiaries in U.S. Credit Parties, (B) Excluded Foreign Subsidiaries in any Subsidiaries of Group, (C) U.S. Credit Parties in Foreign Subsidiaries in an aggregate amount invested from the date hereof under this clause (C) not to exceed $5,000,000, (D) Foreign Credit Parties in Excluded Foreign Subsidiaries in an aggregate amount invested from the date hereof under this clause (D) not to exceed $5,000,000, (E) U.S. Credit Parties in Foreign Subsidiaries, such Investments to be used solely to permit such Foreign Subsidiaries to comply with statutory capital requirements under applicable local law, in Loan an aggregate amount invested from the date hereof under this clause (E) not to exceed $15,000,000; provided further that no more than an aggregate of $5,000,000 invested from the date hereof under this clause (E) may be invested in Excluded Foreign Subsidiaries and (F) Foreign Credit Parties in other Foreign Credit Parties, provided that such investment is otherwise in compliance with Schedule III hereto; (ii) loans and advances to employees in the ordinary course of the business of the Parent Investments by Group and its Subsidiaries in an aggregate principal amount not to exceed $1,000,000 at any time outstanding; (iii) Investments in Cash Equivalents; (iviii) Investments existing on the date hereof and described on Schedule 4.01(y4.1(w) hereto; (iv) Investments in joint ventures in an aggregate amount not to exceed $5,000,000; (v) Investments consisting of Equity Interests, obligations, securities or other property received in a bankruptcy proceeding or in settlement of claims arising in the ordinary course of business; (vi) (A) advances or loans to directors or employees of Group that do not exceed $1,000,000 in the aggregate at any one time outstanding and (B) advances for employee travel, relocation and other similar and customary expenses incurred in the ordinary course of business; (vii) notes received pursuant to an asset sale permitted by Section 2.6(d)(iv); (viii) Investments consisting of intercompany Debt and Contingent Obligations permitted under Sections 2.6(b)(vi), (vii), (viii), (ix), (x) and (xi); (ix) Investments by Group to the extent the consideration paid by Group consists of Group common stock; and (x) other Investments in an aggregate cash amount invested not to exceed $5,000,000 for the period from the Effective Date through December 31, 2001, and $10,000,000 plus 50% of for the Net Cash Proceeds period from any issuance of Equity Intereststhe Effective Date through the Debt Termination Date; provided, however, that the consent of the Required Lenders shall be required for any single Investment in which the cash to be committed or paid exceeds $2,000,000; provided, further, provided that with respect to Investments made under this clause (vx): (A) any newly acquired or organized Subsidiary of the Parent or any of its Subsidiaries Group shall be a wholly owned Wholly-Owned Subsidiary thereof; of Warnaco, (B) immediately before and after giving effect thereto, no Default shall have occurred and be continuing or would result therefrom; and , (C) the business conducted by any company or business acquired or invested in pursuant to this clause (vix) shall be in the same a line of business permitted under Section 2.6(o), (D) immediately after giving effect to the acquisition of a company or business pursuant to this clause (x), Group shall be in pro forma compliance with the covenants contained in Section 2.7, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 2.8 or 4.1 and as though such acquisition had occurred at the business beginning of the Parent or any four-quarter period covered thereby, as evidenced by a certificate of its Subsidiaries or shall be engaged in an ancillary or related business; provided, further, still, that, if (1) any such Investment is made with a combination of cash and shares, stock or other securities of the Parent or any of its Subsidiaries and (2) such Investment results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum; (vi) extension of trade credit in the ordinary course of business; and (vii) an Investment through the acquisition by the Parent or any of its Subsidiaries of all of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Responsible Financial Officer of the Borrower shall certify Group delivered to the Administrative Agent that Lender Parties demonstrating such compliance and (E) additional Investments consisting of contractual "earn-outs" or purchase price or similar adjustments specified on Schedule 2.6(e) and made after the Minimum Required Synergies Effective Date shall be achieved prior permitted without giving effect to the date of such acquisition; or (B) the Required Lenders consent to such acquisition; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that the calculations referred to in clauses (A)(1) $5,000,000 and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual Investment to which such calculations shall apply, provided, however, that, if such combination results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum$10,000,000 amount limits specified above.

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, except: (i) equity Investments by (x) the Parent Borrower in Subsidiary Guarantors, (y) Subsidiary Guarantors in the Borrower and its other Subsidiary Guarantors, and (z) the Borrower or Subsidiary Guarantors in new Subsidiaries, provided, that such Subsidiaries in their Subsidiaries outstanding on the date hereof and additional Investments in Loan Partiesbecome Subsidiary Guarantors hereunder; (ii) loans and advances to employees in the ordinary course of the business of the Parent Borrower and its Subsidiaries as presently conducted in an aggregate principal amount not to exceed $1,000,000 500,000 at any time outstanding; (iii) Investments by the Borrower and its Subsidiaries in Cash Equivalents; (iv) Investments existing on the date hereof and described on Schedule 4.01(y4.01(v) hereto; (v) Investments by the Borrower in Hedge Agreements permitted under Section 5.02(b)(i)(A); (vi) Investments consisting of intercompany Debt permitted under Section 5.02(b)(i)(B) or 5.02(b)(ii); (vii) so long as no Event of Default has occurred and is continuing or would occur after giving effect thereto, other Investments in an aggregate cash amount invested not to exceed $10,000,000 plus 50% consisting of acquisitions or formations of all or substantially all of the Net Cash Proceeds from any issuance Equity Interests or assets of Equity Interestsanother Person; provided, however, that the consent of the Required Lenders shall be required for any single Investment in which the cash to be committed or paid exceeds $2,000,000; provided, further, provided that with respect to any Investments made under this clause (vvii): (A) any newly acquired if such Investment is in the Equity Interests of such Person, either (1) such Person shall become a Subsidiary Guarantor hereunder in accordance with Section 5.01(j) or organized Subsidiary (2) either (x) such acquisition or formation is financed with the proceeds of Debt secured by (and only by) the accounts receivables, inventory and related documents and general intangibles of the Parent Subsidiary so acquired and its respective Subsidiaries, which Debt is not recourse to (including by way of guaranty) the Borrower and its other Subsidiaries or any of its Subsidiaries (y) the Borrower otherwise elects in accordance with Section 5.01(j) that such newly-acquired Subsidiary shall be a wholly owned Subsidiary thereofan Excluded Subsidiary; (B) immediately before and after giving effect thereto, no Default shall have occurred and be continuing or would result therefrom; and (C) any company or business acquired or invested in pursuant to this clause (vvii) shall be in the same or related line of business as the business of the Parent Borrower or any of its Subsidiaries Subsidiaries; (D) immediately after giving effect to the acquisition of a company or business pursuant to this clause (vii), the Borrower shall be engaged in an ancillary or related business; providedcompliance with the covenants contained in Section 5.04, furthercalculated on a Pro Forma Basis, stillbased on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03, that, if (1) any such Investment is made with as evidenced by a combination certificate of cash and shares, stock or other securities of the Parent or any of its Subsidiaries and (2) such Investment results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum; (vi) extension of trade credit in the ordinary course of business; and (vii) an Investment through the acquisition by the Parent or any of its Subsidiaries of all of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify delivered to the Administrative Agent that Lender Parties demonstrating such compliance; and (E) within 30 days after the Minimum Required Synergies shall be achieved prior acquisition of a company or business pursuant to the date of such acquisition; or this clause (Bvii) the Required Lenders consent Borrower shall provide revised forecasts of the type referred to in Section 5.03(e) giving pro forma effect to such acquisition; (viii) Investments in Mesabi Nugget, provided, that, both before and after giving effect to any such Investment the Borrower is in compliance with the covenants contained in Section 5.04, calculated on a Pro Forma Basis, based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03; (ix) Other Investments in the form of contributions of Equity Interests or other assets to a Joint Venture, to the extent made as a disposition of assets permitted under Section 5.02(e)(iii); provided, that, in both before and after giving effect to any such caseInvestment the Borrower is in compliance with the covenants contained in Section 5.04, calculated on a Pro Forma Basis, based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03. (x) Other Investments at any Person so acquired shall be time in the aggregate not to exceed $300,000,000; (xi) Other Investments in an amount not to exceed, when taken together with Restricted Payments made pursuant to clause (x) of Section 5.02(g)(iii), the Available Basket Amount; and (xii) Other Investments under non-qualified deferred compensation plans up to a Subsidiary Guarantormaximum total invested amount of $25 million; provided, furtherthat, that notwithstanding the calculations referred to restrictions set forth in clauses (A)(1) and (A)(2) above shall be made this Section 5.02(f), the Borrower may make Investments so long as the Total Net Leverage Ratio, calculated on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual Investment to which such calculations shall applyPro Forma Basis, provided, however, that, if such combination results in the Debt Rating being downgraded by more is less than one level, then the Applicable Margin shall increase by 0.50% per annum3.50:1.00.

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, except:, (i) equity Investments by the Parent and its Subsidiaries in their Subsidiaries outstanding existing on the date hereof and additional described on Schedule 5.02(e) and any extensions, renewals or reinvestments thereof, so long as the aggregate amount of all Investments in Loan Partiespursuant to this clause is not increased at any time above the amount of such Investments existing on the date hereof; (ii) (A) loans and advances to employees in the ordinary course of the business of the Parent Borrower and its Subsidiaries as presently conducted in an aggregate principal amount for all such loans and advances not to exceed $1,000,000 5,000,000 at any time outstandingoutstanding and (B) other loans and advances to employees for the purchase of capital stock of the Borrower; (iii) Investments by the Borrower and its Subsidiaries in Cash Equivalents; (iv) Investments existing on the date hereof and described on Schedule 4.01(y) heretoin Hedge Agreements permitted under Section 5.02(b)(i); (v) Investments consisting of intercompany Debt permitted under Section 5.02(b)(ii); (vi) Investments received in connection with the bankruptcy or reorganization of suppliers or customers and in settlement of delinquent obligations of, and other disputes with customers arising in the ordinary course of business; (A) Investments (other than Investments consisting of loans or advances) in Subsidiaries and (B) Investments by the Borrower and any other Loan Party in Subsidiaries consisting of loans or advances to Subsidiaries so long as, in the case of any Subsidiary that operates or manages a hospital, such Investment (x) shall constitute Pledged Debt and (y) shall be evidenced by promissory notes and such promissory notes shall be pledged as security for the obligations under the Loan Documents of the holder thereof and delivered to the Administrative Agent pursuant to the terms of the Pledge Agreement; (viii) Investments by the Borrower or any other Loan Party in Included Entities consisting of loans or advances to Included Entities so long as such Investment (x) shall constitute Pledged Debt and (y) shall be evidenced by promissory notes and such promissory notes shall be pledged as security for the obligations under the Loan Documents of the holder thereof and delivered to the Administrative Agent pursuant to the terms of the Pledge Agreement; (ix) Investments (other than Investments consisting of loans or advances) in Included Entities in an aggregate cash amount invested not for each Included Entity of up to exceed $10,000,000 plus 50% 10,000,000; (x) Investments constituting the acquisition (by merger or otherwise) of a Person or the assets or a business unit thereof so long as such Person becomes a direct or indirect Subsidiary of the Net Cash Proceeds from any issuance Borrower or a direct or indirect Subsidiary of Equity Intereststhe Borrower holds such assets or business unit; provided, however, that the consent of the Required Lenders shall be required for any single Investment in which the cash to be committed or paid exceeds $2,000,000; provided, further, that with respect to all such Investments made under this clause (v): (A) any newly acquired or organized Subsidiary of the Parent or any of its Subsidiaries shall be a wholly owned Subsidiary thereof; (Bx) immediately before and after giving effect thereto, no Default shall have occurred and be continuing or would result therefrom; and , (Cy) any company or business acquired or invested in pursuant to this clause shall comply with the requirements of Section 5.01 (vi), and (z) immediately after giving effect to the acquisition of a company or a business pursuant to this clause, the Borrower and its Subsidiaries shall be in pro forma compliance with the same line of business covenants contained in Section 5.04, calculated based on the relevant financial statements delivered pursuant to Section 5.03(b) or (c), as though such acquisition had occurred at the business beginning of the Parent or any of its Subsidiaries or shall be engaged in an ancillary or related business; providedMeasurement Period covered thereby, further, still, that, if (1) any such Investment is made with as evidenced by a combination of cash and shares, stock or other securities certificate of the Parent or any chief financial officer of its Subsidiaries and (2) the Borrower furnished to the Lender Parties demonstrating such Investment results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumcompliance; (vixi) extension Investments constituting non-cash proceeds of trade credit in asset sales and dispositions to the ordinary course of businessextent permitted by Section 5.02(d)(iii); and (viixii) additional Investments in an Investment through aggregate amount not to exceed the acquisition by sum of $25,000,00 plus the Parent or any Available Additional Amount outstanding at such time (after giving effect to returns of its Subsidiaries of all of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved capital thereon prior to the date of such acquisition; or (B) the Required Lenders consent to such acquisition; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that the calculations referred to in clauses (A)(1) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries time of the Parent as a result of any individual Investment to which such calculations shall apply, provided, however, that, if such combination results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumdetermination thereof).

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, exceptPerson other than: (i) equity Investments by the Parent Loan Parties and its their Subsidiaries in their Subsidiaries outstanding on the date hereof and additional Investments in Subsidiaries and, in the case of the Loan PartiesParties (other than the Parent Guarantor) and their Subsidiaries, Investments in Assets (including by asset or Equity Interest acquisitions), in each case subject, where applicable, to the limitations set forth in Section 5.02(d)(iv); (ii) loans and advances to employees in the ordinary course of the business of the Parent and its Subsidiaries in an aggregate principal amount not to exceed $1,000,000 at any time outstanding; (iii) Investments in Cash Equivalents; (iii) Investments consisting of intercompany Debt; (iv) Investments existing on consisting of the date hereof following items so long as the aggregate amount outstanding, without duplication, of all Investments described in this subsection does not exceed, at any time, 35% of Total Asset Value at such time: (A) Investments in Redevelopment Assets and described on Schedule 4.01(yDevelopment Assets (including such assets that such Person has contracted to purchase for development with or without options to terminate the purchase agreement), (B) heretoInvestments in undeveloped land (including undeveloped land that such Person has contracted to purchase with or without options to terminate the purchase agreement), and (C) Investments in Joint Ventures of any Loan Party or its Subsidiaries; (v) other Investments by the Borrowers in an aggregate cash amount invested not to exceed $10,000,000 plus 50% of the Net Cash Proceeds from any issuance of Equity Interests; provided, however, that the consent of the Required Lenders shall be required for any single Investment in which the cash to be committed or paid exceeds $2,000,000; provided, further, that with respect to Investments made under this clause (v): (A) any newly acquired or organized Subsidiary of the Parent or any of its Subsidiaries shall be a wholly owned Subsidiary thereof; (B) immediately before and after giving effect thereto, no Default shall have occurred and be continuing or would result therefrom; and (C) any company or business acquired or invested in pursuant to this clause (v) shall be in the same line of business as the business of the Parent or any of its Subsidiaries or shall be engaged in an ancillary or related business; provided, further, still, that, if (1) any such Investment is made with a combination of cash and shares, stock or other securities of the Parent or any of its Subsidiaries and (2) such Investment results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumHedge Agreements; (vi) extension To the extent permitted by applicable law, advances to officers, directors and employees of any Loan Party or any Subsidiary of any Loan Party in the ordinary course of business, for travel, entertainment, relocation and analogous ordinary business purposes; (vii) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit extended in the ordinary course of business; and (viiviii) an Investment through the acquisition by the Parent Investments received in satisfaction or any of its Subsidiaries of all of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify partial satisfaction thereof from financially troubled account debtors to the Administrative Agent that the Minimum Required Synergies shall be achieved prior extent reasonably necessary in order to the date of such acquisition; prevent or (B) the Required Lenders consent to such acquisition; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that the calculations referred to in clauses (A)(1) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual Investment to which such calculations shall apply, provided, however, that, if such combination results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumlimit loss.

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make Make or hold, or permit any of its Restricted Subsidiaries to make or hold, any Investment in any Person, except: (i) equity Investments by consisting of property to be used in the Parent and its Subsidiaries in their Subsidiaries outstanding on the date hereof and additional Investments in Loan Partiesordinary course of business; (ii) loans Investments in accounts receivable arising from the sales of goods and advances to employees services in the ordinary course of the business of the Parent and its Subsidiaries in an aggregate principal amount not to exceed $1,000,000 at any time outstandingbusiness; (iii) equity Investments by the Borrower and its Restricted Subsidiaries in Wholly Owned Restricted Subsidiaries; (iv) Investments by the Borrower and its Restricted Subsidiaries in Cash Equivalents; (ivv) Investments existing on the date hereof and described on Schedule 4.01(y4.01(u) hereto; (vvi) Investments by the Borrower in Swaps permitted under Section 5.02(b)(iii)(E); (vii) other Investments in an aggregate cash amount invested not to exceed $10,000,000 plus 50% of the Net Cash Proceeds from any issuance of Equity Interestsother Person; provided, however, that the consent of the Required Lenders shall be required for any single Investment in which the cash to be committed or paid exceeds $2,000,000; provided, further, provided that with respect to Investments made under this clause (vvii): (A1) in the case of an equity Investment under this clause (vii), any newly acquired or organized Subsidiary of the Parent Borrower or any of its Restricted Subsidiaries shall be a wholly owned Wholly-Owned Restricted Subsidiary thereof; (B2) immediately before and after giving effect thereto, no Default shall have occurred and be continuing or would result therefrom; and (C3) any company or business acquired or invested in pursuant to this clause (vvii) shall be in the same line of business as the business of the Parent Borrower or any of its Restricted Subsidiaries or shall a line of business in which the Borrower is permitted to be engaged in an ancillary accordance with Section 5.02(c); and (4) immediately after giving effect to the acquisition of a company or related businessbusiness pursuant to this clause (vii), the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such acquisition had occurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Lender Parties demonstrating such compliance; providedand (viii) Investments by the Borrower and its Restricted Subsidiaries in (A) Unrestricted Subsidiaries, further, still, (B) Restricted Subsidiaries that are not Wholly Owned Subsidiaries or (C) Persons that, if (1) any after giving effect to such Investment is made with a combination of cash and sharesInvestment, stock or other securities do not constitute Subsidiaries of the Parent Borrower or such Restricted Subsidiary, provided that any Person invested in pursuant to this clause (viii) shall be in the same line of business as the business of the Borrower or any of its Restricted Subsidiaries or a line of business in which the Borrower is permitted to be engaged in accordance with Section 5.02(c), and (2) such Investment results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum; (vi) extension of trade credit in the ordinary course of business; and (vii) an Investment through the acquisition aggregate amount invested by the Parent or Borrower and its Restricted Subsidiaries under this clause (viii) shall not exceed $35,000,000 at any of its Subsidiaries of all of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent time outstanding; and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such acquisition; or (B) the Required Lenders consent to such acquisition; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that so long as the calculations referred Borrower and its Restricted Subsidiaries shall not have made Investments in such Unrestricted Subsidiaries, non-Wholly Owned Subsidiaries and other Persons in excess of $35,000,000 as provided in this clause (viii), the Borrower shall not be in violation of this clause (viii) in the event that the Investments held (as opposed to made) by the Borrower and its Restricted Subsidiaries in clauses such Unrestricted Subsidiaries, non-Wholly Owned Subsidiaries and other Persons shall at any time exceed $35,000,000; and (A)(1ix) Investments consisting of intercompany Debt permitted under Section 5.02(b)(i) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual Investment to which such calculations shall apply, provided, however, that, if such combination results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumii).

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make or holdMake, or permit any of its Restricted Subsidiaries to make or holdmake, any Investment in any Person, except:except the following (provided, that, any Investment permitted by any clause below shall be permitted under this Section 5.02(i), notwithstanding that such Investment would not be permitted by any other clause): (i) equity (A) Investments by the Parent Company and its Restricted Subsidiaries in their Subsidiaries outstanding on the date hereof and Closing Date, (B) additional Investments by the Company and its Restricted Subsidiaries in the Company or the Loan Parties, (C) Investments by any Loan Party in another Loan Party and (E) additional Investments by Restricted Subsidiaries of the Company that are not Loan Parties in other Restricted Subsidiaries that are not Loan Parties; (ii) loans and advances to employees in the ordinary course of the business of the Parent Company and its Subsidiaries in an aggregate principal amount not to exceed $1,000,000 at any time outstanding10,000,000; (iii) Investments in Cash Equivalents;[Reserved], (iv) Investments existing on in Hedging Agreements designed to hedge against fluctuations in interest rates, foreign exchange rates or in commodity prices incurred in the date hereof and described on Schedule 4.01(y) heretoordinary course of business; (v) Investments received in settlement of claims against another Person in connection with (A) a bankruptcy proceeding against such Person, (B) accounts receivable arising from or trade credit granted to, in the ordinary course of business, a financially troubled Account Debtor and (C) disputes regarding intellectual property rights; (vi) [Reserved], (vii) Permitted Acquisitions, (viii) Investments by the Company and its Subsidiaries in cash and Cash Equivalents. (ix) Investments by the Company or any Restricted Subsidiary (other Investments in an aggregate cash amount invested not than with Intellectual Property that is material to exceed $10,000,000 plus 50% the business of the Net Cash Proceeds from Company and its Restricted Subsidiaries taken as a whole) in (i) joint ventures not constituting any issuance Unrestricted Subsidiary and (ii) Unrestricted Subsidiaries to fund operating or capital expenses in the ordinary course of Equity Interestsbusiness; provided, howeverthat, that the consent of the Required Lenders shall be required for any single Investment in which the cash to be committed or paid exceeds $2,000,000; provided, further, that with respect to Investments made under this clause (v): (A) any newly acquired or organized Subsidiary of the Parent or any of its Subsidiaries Investment constituting such equity interests held by a Loan Party shall be a wholly owned Subsidiary thereof; pledged pursuant to, and to the extent required by, the Security Agreement, (B) immediately before and after giving effect theretoto such Investment, no Default or Event of Default shall have occurred and be continuing or would result therefrom; and (C) any company the aggregate amount of Investments by Loan Parties in Restricted Subsidiaries that are not Loan Parties pursuant to clause (i) of this Section 5.02(i) and in joint ventures or business acquired or invested in Unrestricted Subsidiaries pursuant to this clause (vix) shall be not exceed in the same line aggregate $75,000,000 at any time outstanding, when taken together with the guarantees by Loan Parties of business as the business of the Parent or any of its Subsidiaries or shall be engaged in an ancillary or related business; provided, further, still, that, if that are not Loan Parties permitted pursuant to clause (1x) any such Investment is made with a combination of cash and shares, stock or other securities of the Parent or any of its Subsidiaries and (2) such Investment results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum; (vi) extension of trade credit in the ordinary course of business; and (vii) an Investment through the acquisition by the Parent or any of its Subsidiaries of all of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such acquisition; or (B) the Required Lenders consent to such acquisitionbelow; provided, that, (1) the aggregate amounts set forth in clause (C) shall be calculated net of any returns, profits, distributions and similar amounts received by any Loan Party from any Investments made by such Loan Party in Restricted Subsidiaries that are not Loan Parties pursuant to clause (i) of this Section 5.02(i) and in joint ventures or Unrestricted Subsidiaries pursuant to this clause (ix) (which, in each case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that not exceed the calculations referred to in clauses amount of such Investment (A)(1valued at cost) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of at the Parent as a result of any individual time such Investment to which such calculations shall apply, provided, however, that, if such combination results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum.was made));

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, except: (i) equity (A) Investments by the Parent and its Subsidiaries in their Subsidiaries outstanding on the date hereof and hereof, (B) additional Investments by the Parent and its Subsidiaries in Loan Parties, (C) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties, and (D) additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties (including Subsidiaries that are Excluded Subsidiaries) in an aggregate amount invested from the date hereof not to exceed $10,000,000 at the time such Investment is made; (ii) loans and advances to employees in the ordinary course of the business of the Parent Borrower and its Subsidiaries as presently conducted in an aggregate principal amount not to exceed $1,000,000 2,000,000 at any time outstanding; (iii) loans to directors, officers and employees to purchase Equity Interests of Parent; (iv) Investments by the Borrower and its Subsidiaries in bank deposits in the ordinary course of business or Cash Equivalents; (ivv) Investments existing on the date hereof and described on Schedule 4.01(y) hereto5.02(f); (vvi) other Investments in an aggregate cash amount invested not to exceed $10,000,000 plus 50% Hedge Agreements permitted under Section 5.02(b)(iv); (vii) the purchase or other acquisition of all or substantially all of the Net Cash Proceeds from Equity Interests in any issuance Person that, upon the consummation thereof, will be wholly owned directly by the Borrower or one or more of Equity Interests; providedits wholly owned Subsidiaries (including, howeverwithout limitation, that as a result of a merger or consolidation) and the consent purchase or other acquisition by the Borrower or one or more of its wholly-owned Subsidiaries of all or substantially all of the Required Lenders shall be required for property and assets of any single Investment in which the cash to be committed or paid exceeds $2,000,000Person (collectively, an “Permitted Acquisition”); providedprovided that, further, that with respect to Investments each purchase or other acquisition made under pursuant to this clause (v): vii): (A) the Loan Parties and any such newly created or acquired or organized Subsidiary shall comply with the requirements of Section 5.01(j); (B) the lines of business of the Parent Person to be (or the property and assets of which are to be) so purchased or otherwise acquired shall be permitted by Section 5.02(c); (C) such purchase or other acquisition shall not include or result in any contingent liabilities that could reasonably be expected to have a Material Adverse Effect on the Borrower and its Subsidiaries, taken as a whole (as determined in good faith by the board of directors (or the persons performing similar functions) of the Borrower, if the board of directors is otherwise approving such transaction, or, in each other case, by the Responsible Officer of the Borrower); (D) the total cash consideration (including, without limitation, all indemnities, earnouts reasonably anticipated by the Borrower to have to be paid and other contingent payment obligations to, and the aggregate amounts paid or to be paid under noncompete, consulting and other affiliated agreements with, the sellers of such Person or assets, and all assumptions of debt, liabilities and other obligations in connection therewith permitted by Section 5.02(b)(ix) but excluding the portion paid with proceeds of any Equity Issuance to or contribution from directly or indirectly the Equity Investors) paid by or on behalf of the Borrower and its Subsidiaries for any such purchase or other acquisition, shall be a wholly owned Subsidiary thereof; not exceed, when aggregated with the total cash and noncash consideration paid by or on behalf of the Borrower and its Subsidiaries for all other purchases and other acquisitions made by the Borrower and its Subsidiaries pursuant to this clause (Bvii), $100,000,000 at the time any such purchase or other acquisition is made; (1) immediately before and immediately after giving effect theretoto any such purchase or other acquisition, no Event of Default shall have occurred and be continuing and (2) immediately after giving effect to such purchase or would result therefromother acquisition, the Parent and its Subsidiaries shall be in pro forma compliance with the covenant set forth in Section 5.05, such compliance to be determined as of the last day of the most recently ended Measurement Period; and (F) the Borrower shall have delivered to the Administrative Agent, on behalf of the Lender Parties, at least five Business Days prior to the date on which any such purchase or other acquisition is to be consummated, a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in this clause (vii) have been satisfied or will be satisfied in all material respects on or prior to the consummation of such purchase or other acquisition; (viii) Investments (A) received in satisfaction or partial satisfaction of accounts from financially troubled account debtors (whether in connection with a foreclosure, bankruptcy, workout or otherwise) and (B) consisting of deposits, prepayments and other credits to suppliers made in the ordinary course of business consistent with the past practices of the Borrower and its Subsidiaries; (ix) guaranties in the ordinary course of business of obligations owed to or of landlords, suppliers, customers, franchisees and licensees of the Borrower and its Subsidiaries or otherwise permitted hereunder; (x) other Investments in an aggregate amount not to exceed at any time the sum of (A) $15,000,000 (B) net proceeds received from Investments permitted under this Section 5.02(f) and (C) any company or business acquired or invested in pursuant proceeds of Excluded Issuances used to this clause (v) shall be in the same line of business as the business of the Parent or any of its Subsidiaries or shall be engaged in an ancillary or related business; provided, further, still, that, if (1) any such Investment is made with a combination of cash and shares, stock or other securities of the Parent or any of its Subsidiaries and (2) such Investment results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annummake Investments; (vixi) extension the Loan Parties may (A) acquire and hold accounts receivable owing to any of trade credit them if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary terms, (B) invest in, acquire and hold cash and Cash Equivalents, (C) endorse negotiable instruments held for collection in the ordinary course of business or (D) make lease, utility and other similar deposits in the ordinary course of business; (xii) the Loan Parties may sell or transfer amounts and acquire assets to the extent permitted by Section 5.02(e); (xiii) any Loan Party may hold Investments to the extent such Investments reflect an increase in the value of Investments already made; and (viixiv) an Investment through the acquisition Transactions as contemplated by the Parent Transaction Documents. For purposes of determining compliance with the provisions of this Section 5.02(f), Investments made by the Borrower or any of its Subsidiaries (the “investor”) in any Subsidiary that are effected pursuant to one or more Investments made contemporaneously or in prompt succession by the investor and/or any of all of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies its Subsidiaries shall be achieved prior to deemed one Investment by the date of such acquisition; or (B) the Required Lenders consent to such acquisition; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that the calculations referred to in clauses (A)(1) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual Investment to which such calculations shall apply, provided, however, that, if such combination results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annuminvestor.

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, except: (i) equity Investments by (x) the Parent Borrower in Subsidiary Guarantors, (y) Subsidiary Guarantors in the Borrower and its other Subsidiary Guarantors, and (z) the Borrower or Subsidiary Guarantors in new Subsidiaries, provided, that such Subsidiaries in their Subsidiaries outstanding on the date hereof and additional Investments in Loan Partiesbecome Subsidiary Guarantors hereunder; (ii) loans and advances to employees in the ordinary course of the business of the Parent Borrower and its Subsidiaries as presently conducted in an aggregate principal amount not to exceed $1,000,000 500,000 at any time outstanding; (iii) Investments by the Borrower and its Subsidiaries in Cash Equivalents; (iv) Investments existing on the date hereof and described on Schedule 4.01(y) hereto;hereto;/3/ (v) Investments by the Borrower in Hedge Agreements permitted under Section 5.02(b)(i)(A); (vi) Investments consisting of intercompany Debt permitted under Section 5.02(b)(i)(B) or 5.02(b)(ii); (vii) so long as no Event of Default has occurred and is continuing or would occur after giving effect thereto, other Investments in an aggregate cash amount invested not to exceed $10,000,000 plus 50% consisting of acquisitions of all or substantially all of the Net Cash Proceeds from any issuance Equity Interests or assets of Equity Interestsanother Person; provided, however, that the consent of the Required Lenders shall be required for any single Investment in which the cash to be committed or paid exceeds $2,000,000; provided, further, provided that with respect to any Investments made under this clause (vvii): (A1) any newly acquired or organized Subsidiary if such Investment is in the Equity Interests of the Parent or any of its Subsidiaries such Person, such Person shall be a wholly owned Subsidiary thereofGuarantor hereunder; (B2) immediately before and after giving effect thereto, no Default shall have occurred and be continuing or would result therefrom; and (C3) any company or business acquired or invested in pursuant to this clause (vvii) shall be in the same or related line of business as the business of the Parent Borrower or any of its Subsidiaries Subsidiaries; (4) immediately after giving effect to the acquisition of a company or business pursuant to this clause (vii), the Borrower shall be engaged in an ancillary or related business; providedpro forma compliance with the covenants contained in Section 5.04, further, still, that, if (1) any calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Investment is made with a combination of cash and shares, stock or other securities acquisition had occurred at the beginning of the Parent or any four-quarter period covered thereby, as evidenced by a certificate of its Subsidiaries and (2) such Investment results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum; (vi) extension of trade credit in the ordinary course of business; and (vii) an Investment through the acquisition by the Parent or any of its Subsidiaries of all of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify delivered to the Administrative Agent that Lender Parties demonstrating such compliance; (5) both before and after giving effect to any such Investment there is at least ---------- /3/ Investments consisting of Short Bond Transaction, Pittsboro Mill, GalvPro, Jeffersonville TIF Bonds will be included on schedule of Existing Investments. $25 million of availability under the Minimum Required Synergies shall be achieved prior Revolving Credit Facility and (6) within 30 days after the acquisition of a company or business pursuant to the date of such acquisition; or this clause (Bvii) the Required Lenders consent Borrower shall provide revised forecasts of the type referred to in Section 5.03(e) giving pro forma effect to such acquisition; (viii) so long as no Event of Default has occurred and is continuing or would occur after giving effect thereto, Investments in other Persons that are not controlled by the Borrower up to an aggregate amount of $200,000,000; provided, that, in both before and after giving effect to any such caseInvestment (i) there is at least $25,000,000 of availability under the Revolving Credit Facility and (ii) the Borrower is in pro forma compliance with the covenants contained in Section 5.04, any Person so acquired shall be a Subsidiary Guarantorcalculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such acquisition had occurred at the beginning of the four-quarter period covered thereby; (ix) Investments in Mesabi Nugget; provided, furtherthat, that both before and after giving effect to any such Investment (i) there is at least $25,000,000 of availability under the calculations referred to in clauses (A)(1) Revolving Credit Facility and (A)(2ii) above shall be made the Borrower is in pro forma compliance with the covenants contained in Section 5.04, calculated based on a Consolidated basis with respect the financial statements most recently delivered to all Persons that shall become Subsidiaries the Lender Parties pursuant to Section 5.03 and as though such Investment had occurred at the beginning of the Parent as a result of any individual Investment to which such calculations shall apply, provided, however, that, if such combination results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumfour-quarter period covered thereby.

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, exceptPerson other than: (i) equity Investments by the Parent Guarantor and its Subsidiaries in their the Parent Guarantor and its Subsidiaries, provided that any Investment by the Borrower or any of its Subsidiaries outstanding on in the date hereof and additional Investments in Loan PartiesParent Guarantor or any of its Subsidiaries that is not the Borrower or a Subsidiary of the Borrower shall be subject to Section 5.01(k); (ii) (A) loans and advances to employees in connection with employee relocation expenses and (B) other loans and advances to employees in the ordinary course of the business of the Parent Guarantor and its Subsidiaries in an aggregate principal amount for all such loans and advances under this subclause (B) not to exceed $1,000,000 3,000,000 at any time outstanding; (iii) Investments by the Parent Guarantor and its Subsidiaries in Cash Equivalents; (iv) Investments existing on by the date hereof Parent Guarantor and described on Schedule 4.01(y) heretoits Subsidiaries in Hedge Agreements entered into to hedge against currency, interest rate and commodity price risks of the Parent Guarantor and its Subsidiaries arising from the operations and financing of the Parent Guarantor and its Subsidiaries and not for speculative purposes; (v) other Investments in an aggregate cash amount invested not to exceed $10,000,000 plus 50% consisting of the Net Cash Proceeds from any issuance of Equity Interests; provided, however, that the consent of the Required Lenders shall be required for any single Investment in which the cash to be committed or paid exceeds $2,000,000; provided, further, that with respect to Investments made intercompany Debt permitted under this clause (v): (A) any newly acquired or organized Subsidiary of the Parent or any of its Subsidiaries shall be a wholly owned Subsidiary thereof; (B) immediately before and after giving effect thereto, no Default shall have occurred and be continuing or would result therefrom; and (C) any company or business acquired or invested in pursuant to this clause (v) shall be in the same line of business as the business of the Parent or any of its Subsidiaries or shall be engaged in an ancillary or related business; provided, further, still, that, if (1) any such Investment is made with a combination of cash and shares, stock or other securities of the Parent or any of its Subsidiaries and (2) such Investment results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumSection 5.02(b)(iii); (vi) extension Investments in customers of trade credit the Parent Guarantor and its Subsidiaries consisting of the acquisition or construction of capital or fixed assets to be used under a contract with such customer for the provision of food services or facilities management services, or the financing thereof; (vii) prepaid commissions, advances, guarantees and other contractually obligated payments made to customers in connection with obtaining or performing contracts with such customers in the ordinary course of business; (viii) Investments in joint ventures or partnerships in an aggregate principal amount not to exceed $25,000,000 at any time outstanding; and (viiix) an Investment through the acquisition Investments not otherwise permitted by the Parent or foregoing clauses of this Section in an aggregate principal amount not to exceed $15,000,000 at any of its Subsidiaries of all of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such acquisition; or (B) the Required Lenders consent to such acquisition; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that the calculations referred to in clauses (A)(1) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual Investment to which such calculations shall apply, provided, however, that, if such combination results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumtime outstanding.

Investments in Other Persons. Other than as required to consummate the Merger TransactionsFOC will not, and will not permit any Subsidiary to, make any loan or holdadvance to any Person, purchase or otherwise acquire any Capital Stock of any Person, make any capital contribution to any Person, or permit any of its Subsidiaries to make or hold, any Investment otherwise invest in any Person; provided, excepthowever, that nothing in this section shall prevent any of the following: (ia) equity Investments by the Parent and its Subsidiaries in their Subsidiaries outstanding on the date hereof and additional Investments in Loan PartiesFOC or any Subsidiary from acquiring or holding Cash Equivalents; (iib) loans FOC or any Subsidiary from generating and advances to employees holding accounts receivable in the ordinary course of the business of the Parent and its Subsidiaries in an aggregate principal amount not to exceed $1,000,000 at any time outstandingbusiness; (iiic) Investments in Cash Equivalentsany Credit Party other than the Borrower from making any loan, advance or capital contribution to, or other investment in, any other Credit Party; (ivd) Investments existing on so long as no Default has occurred and is continuing or would be caused thereby, the date hereof and described on Schedule 4.01(y) heretoBorrower from making any loan, advance or capital contribution to, or other investment in, any other Credit Party; (e) the Borrower from making any loan or advance to or on behalf of FOC for selling, general and administrative expenses properly incurred by FOC, including for (i) salaries and benefits, (ii) office space, (iii) travel and entertainment, (iv) payments to directors and (v) audit and other Investments in an aggregate cash amount invested not to exceed $10,000,000 plus 50% of the Net Cash Proceeds from any issuance of Equity Interestsprofessional services; provided, however, that the consent aggregate amount of such loans and advances outstanding at any time may not exceed $10,000,000 and that FOC must repay each such loan or advance in cash by the end of the Required Lenders shall be required for any single Investment second calendar month after the calendar month in which the cash to be committed such loan or paid exceeds $2,000,000; provided, further, that with respect to Investments made under this clause (v): (A) any newly acquired or organized Subsidiary of the Parent or any of its Subsidiaries shall be a wholly owned Subsidiary thereof; (B) immediately before and after giving effect thereto, no Default shall have occurred and be continuing or would result therefrom; and (C) any company or business acquired or invested in pursuant to this clause (v) shall be in the same line of business as the business of the Parent or any of its Subsidiaries or shall be engaged in an ancillary or related business; provided, further, still, that, if (1) any such Investment is made with a combination of cash and shares, stock or other securities of the Parent or any of its Subsidiaries and (2) such Investment results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumadvance was made; (vif) extension of trade credit in the ordinary course of business; and (vii) an Investment through the acquisition by the Parent or any of its Subsidiaries of all of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person Subsidiary from making any payment to be assumed in such acquisition minus Capitalized Leases of such Person FOC from time to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such acquisition; or (B) the Required Lenders consent time equal to such acquisitionSubsidiary’s liability to FOC pursuant to such Subsidiary’s tax-sharing arrangement with FOC; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that the calculations referred to in clauses (A)(1) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual Investment to which such calculations shall apply, provided, however, that, that no such payment shall exceed any Subsidiary’s current tax liability that would otherwise be payable to the United States Internal Revenue Service or another appropriate Governmental Person if such combination results Subsidiary were required to pay taxes on an unconsolidated, stand-alone basis; or (g) in addition to the Debt Rating being downgraded by more than one levelforegoing, then FOC or any Subsidiary from making other investments after May 27, 2003 in activities or businesses relating to the Applicable Margin shall increase by 0.50% per annumcurrent activities and businesses of FOC and its Subsidiaries, up to a cumulative aggregate amount of $10,000,000 on a consolidated basis.

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, except: (i) equity Investments by the Parent USI and its Subsidiaries in their Subsidiaries outstanding on the date hereof; (A) Investments by Shared Collateral Loan Parties in Non-Shared Collateral Loan Parties (unless such Investment would result on the next date of determination in any such Non-Shared Collateral Loan Party becoming a Shared Collateral Loan Party) or in other Shared Collateral Loan Parties, (B) Investments (1) by Non-Shared Collateral Loan Parties in Shared Collateral Loan Parties in an aggregate amount not to exceed $15,000,000 plus any loans or advances the proceeds of which are applied concurrently to prepay revolving credit or swingline borrowings (without any required commitment reduction) under the USI Credit Agreement or (2) in other Non-Shared Collateral Loan Parties, provided that no such Investment shall be permitted if, alone or in aggregate with other such Investments, it shall cause a Non-Shared Collateral Loan Party to become a Shared Collateral Loan Party, and (C) Investments by Loan Parties in Foreign Subsidiaries in an aggregate amount not to exceed at any time the aggregate amount of Investments in Loan Parties made on or after the date hereof and additional permitted under clause (iii) below, plus the aggregate amount of cash dividends paid by Foreign Subsidiaries to Loan Parties on and after the date hereof and permitted under Section 6.02(g)(ii), provided that Investments by Non-Shared Collateral Loan Parties permitted under this clause (ii)(C) shall not be in an aggregate amount in excess of the portion of the amount of Foreign Subsidiary Investments and dividends referred to above in this clause (ii)(C) actually received by the Non-Shared Collateral Loan Parties; (iiiii) Investments by Foreign Subsidiaries in Loan Parties and in other Foreign Subsidiaries, provided that any such Investment in a Loan Party that is or will constitute Debt of such Loan Party shall be subject to Section 6.02(b)(iv)(E); (iv) loans and advances to employees in the ordinary course of the business of the Parent USI and its Subsidiaries in an aggregate principal amount as presently conducted (excluding travel and other similar business advances) outstanding as of the date hereof and additional such loans and advances not to exceed $1,000,000 2,500,000 in aggregate principal amount at any time outstanding; (iiiv) Investments by USI and its Subsidiaries in Cash EquivalentsEquivalents permitted in accordance with Section 6.01(n); (ivvi) Investments (other than in Subsidiaries) existing on the date hereof and described on Schedule 4.01(y5.01(t) hereto; (vvii) other Investments by USI and its Subsidiaries in Hedge Agreements permitted under Section 6.02(b)(i)(A); and (viii) Investments consisting of intercompany Debt permitted under Section 6.02(b) or transactions permitted by Section 6.02(g); (ix) Investments consisting of the Rexair Acquisition in accordance with the terms of the Rexair Stock Purchase Agreement; (x) Investments consisting of mergers and consolidations permitted by Section 6.02(d); (xi) Investments consisting of (x) the creation of one or more new Subsidiaries and (y) the contribution by USI or its then existing Subsidiaries to any of such new Subsidiaries of any assets, in each case, in order to consummate any Asset Disposition permitted by Section 6.02(e)(iv), provided that any assets so contributed are disposed of upon the consummation of such Asset Disposition and such Asset Disposition is consummated in accordance with, and subject to the conditions set forth in, such section; (xii) Investments consisting of Capital Expenditures permitted by Section 6.02(p); and (xiii) Investments not otherwise permitted by the foregoing clauses in an aggregate cash amount invested not to exceed $10,000,000 plus 50% of the Net Cash Proceeds from any issuance of Equity Interests; provided, however, that the consent of the Required Lenders shall be required for any single Investment in which the cash to be committed or paid exceeds $2,000,000; provided, further, that with respect to Investments made under this clause (v): (A) any newly acquired or organized Subsidiary of the Parent or any of its Subsidiaries shall be a wholly owned Subsidiary thereof; (B) immediately before and after giving effect thereto, no Default shall have occurred and be continuing or would result therefrom; and (C) any company or business acquired or invested in pursuant to this clause (v) shall be in the same line of business as the business of the Parent or any of its Subsidiaries or shall be engaged in an ancillary or related business; provided, further, still, that, if (1) any such Investment is made with a combination of cash and shares, stock or other securities of the Parent or any of its Subsidiaries and (2) such Investment results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum; (vi) extension of trade credit in the ordinary course of business; and (vii) an Investment through the acquisition by the Parent or any of its Subsidiaries of all of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such acquisition; or (B) the Required Lenders consent to such acquisition; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that the calculations referred to in clauses (A)(1) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual Investment to which such calculations shall apply, provided, however, that, if such combination results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum.

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, except: (i) equity (A) Investments by the Parent and its Subsidiaries in their Subsidiaries outstanding on the date hereof and hereof, (B) additional Investments by Parent and its Subsidiaries in Loan Parties and (C) additional Investments by Subsidiaries of Parent that are not Loan Parties in other Subsidiaries that are not Loan Parties; (ii) loans and advances to employees in the ordinary course of the business of the Parent and its Subsidiaries as presently conducted in an aggregate principal amount not to exceed $1,000,000 50,000 at any time outstanding; (iii) Investments by Parent and its Subsidiaries in Cash Equivalents; (iv) Investments existing on the date hereof and described on Schedule 4.01(y4.01(s) hereto; (v) other Investments in an aggregate cash amount invested not to exceed $10,000,000 plus 50% of Hedge Agreements permitted under Section 5.02(b)(iv); (vi) The purchase or other acquisition after the Net Cash Proceeds from any issuance date hereof of Equity Interests; providedInterests in Persons that, however, that the consent of the Required Lenders shall be required for any single Investment in which the cash to be committed or paid exceeds $2,000,000; provided, further, that with respect to Investments made under this clause (v): (A) any newly acquired or organized Subsidiary of the Parent or any of its Subsidiaries shall be a wholly owned Subsidiary thereof; (B) immediately both before and after giving effect thereto, are not Subsidiaries of the Parent; provided that the aggregate amount of all such purchases and acquisitions does not exceed $10,000,000; and (vii) the purchase or other acquisition of all of the Equity Interests in any Person that, upon the consummation thereof, will be a direct or indirect Subsidiary of the Parent (including, without limitation, as result of merger or consolidation) and the purchase or other acquisition by Parent or one or more of its Subsidiaries of all or substantially all of the property and assets of any Person; provided that, with respect to each purchase or other acquisition made pursuant to this clause (vii): (A) the Loan Parties and any such newly created or acquired Subsidiary shall comply with the requirements of Section 5.01(j); (B) the lines of business of the Person to be (or the property and assets of which are to be) so purchased or otherwise acquired shall be substantially the same lines of business as one or more of the principal businesses of Parent and its Subsidiaries in the ordinary course; (C) such purchase or other acquisition shall not include or result in any contingent liabilities (excluding any earnout obligations) that could reasonably be expected to be material to the business, financial condition, operations or prospects of Parent and its Subsidiaries, taken as a whole (as determined in good faith by the board of directors (or the persons performing similar functions) of Parent, if the board of directors is otherwise approving such transaction, or, in each other case, by the chief executive or financial officer of Parent); (D) the total cash and noncash consideration (including, without limitation, the fair market value of all Equity Interests issued or transferred to the sellers of such Person or assets, all indemnities, earnouts and other contingent payment obligations to, and the aggregate amounts paid or to be paid under noncompete, consulting and other affiliated agreements with, the sellers of such Person or assets, all write-downs of property and assets and reserves for liabilities with respect thereto and all assumptions of debt, liabilities and other obligations in connection therewith and all fees, costs and expenses relating thereto) paid by or on behalf of Parent and its Subsidiaries for any such purchase or other acquisition, when aggregated with the total cash and noncash consideration paid by or on behalf of Parent and its Subsidiaries for all other purchases and other acquisitions made by Parent and its Subsidiaries pursuant to this clause (vi), shall not exceed $40,000,000 during any Fiscal Year and an aggregate of $125,000,000 during the term of this Agreement; (1) immediately before and immediately after giving effect to any such purchase or other acquisition, no Default shall have occurred and be continuing or would result therefrom; and (C) any company or business acquired or invested in pursuant to this clause (v) shall be in the same line of business as the business of the Parent or any of its Subsidiaries or shall be engaged in an ancillary or related business; provided, further, still, that, if (1) any such Investment is made with a combination of cash and shares, stock or other securities of the Parent or any of its Subsidiaries and (2) immediately after giving effect to such Investment results purchase or other acquisition, Parent and its Subsidiaries shall be in pro forma compliance with all of the Debt Rating being downgraded by more than one levelcovenants set forth in Section 5.04, then such compliance to be determined on the Applicable Margin shall increase by 0.50% per annum; basis of audited financial statements (vior reviewed or compiled financial statements if audited financial statements are not available) extension of trade credit in such Person or assets as though such purchase or other acquisition had been consummated as of the ordinary course first day of businessthe fiscal period covered thereby; and (viiF) an Investment through the acquisition by the Parent or any of its Subsidiaries of all of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify have delivered to the Administrative Agent that Agent, on behalf of the Minimum Required Synergies shall be achieved Lender Parties, at least five Business Days prior to the date on which any such purchase or other acquisition is to be consummated, a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in this clause (vii) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition; or (B) the Required Lenders consent to such acquisition; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that the calculations referred to in clauses (A)(1) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual Investment to which such calculations shall apply, provided, however, that, if such combination results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum.

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, exceptPerson other than: (iA) equity Investments by the Parent Paxar and its domestic Subsidiaries in their Subsidiaries outstanding on the date hereof and additional Investments in Loan Partieswholly owned domestic Subsidiaries of Paxar that, prior to the making of such Investments, were wholly owned Subsidiaries of Paxar, provided that, prior to the date on which the Company complies with the provisions of Section 5.01(n), the aggregate amount that may be invested in the Company shall not exceed $34,000,000 (which amount shall be used solely to redeem the Monarch Bonds), (B) Investments by Paxar and its domestic Subsidiaries in wholly owned domestic Subsidiaries of Paxar that, prior to the making of such Investments were not wholly owned Subsidiaries of Paxar, in an aggregate amount invested from the date hereof not to exceed $25,000,000, provided that with respect to Investments in any newly acquired or created wholly owned domestic Subsidiary of Paxar, such Subsidiary shall become (1) a Subsidiary Guarantor pursuant to the terms of the Subsidiary Guaranty and (2) an "Additional Grantor" pursuant to the terms of the Pledge Agreement, (C) Investments by the foreign Subsidiaries of Paxar in their Subsidiaries outstanding on the date hereof and (D) Investments by Paxar and its domestic Subsidiaries in wholly owned foreign Subsidiaries of Paxar (whether such wholly owned Subsidiaries are existing on the date hereof or are newly acquired or created) in an aggregate amount invested from the date hereof not to exceed the difference between (i) $25,000,000 and (ii) the aggregate amount of all Investments made by Paxar and its domestic Subsidiaries pursuant to clause (F) of this Section 5.02(g)(i), provided that (x) no single Investment permitted by this clause (D) in any newly acquired or created wholly owned foreign subsidiary shall exceed $10,000,000 and (y) no Investment may be made in foreign Subsidiaries of the Company prior to the date on which the Company complies with Section 5.01(n), (E) the Investment described on Schedule 5.02(g) hereto, and (F) Investments by Paxar and its domestic Subsidiaries in non-wholly owned foreign Subsidiaries in an aggregate amount invested from the date hereof not to exceed $10,000,000; (ii) loans and advances to employees in the ordinary course of the business of the Parent Paxar and its Subsidiaries as presently conducted in an aggregate principal amount not to exceed $1,000,000 2,000,000 at any time outstanding; (iii) Investments in Cash Equivalents; (iv) Investments existing on in an aggregate principal amount not to exceed $15,000,000 at any time outstanding in overnight Eurodollar deposits with any commercial bank that is a Lender Party or a member of the date hereof Federal Reserve System, issues (or the parent of which issues) commercial paper rated as described in clause (c) of the definition of "Cash Equivalents", is organized under the laws of the United States or any State thereof and described on Schedule 4.01(y) heretohas combined capital and surplus of at least $1 billion; (v) Investments consisting of intercompany Debt permitted under Section 5.02(d)(ii); and (vi) other Investments in an aggregate cash amount invested not to exceed $10,000,000 plus 50% of the Net Cash Proceeds from any issuance of Equity Interests1,000,000 in Persons other than wholly owned Subsidiaries; provided, however, that the consent of the Required Lenders shall be required for any single Investment in which the cash to be committed or paid exceeds $2,000,000; provided, further, that with respect to Investments made under this clause provided that (v): (A1) any newly acquired or organized Subsidiary of the Parent or any of Paxar and its domestic Subsidiaries shall be a wholly owned Subsidiary thereof; (B) immediately before and after giving effect thereto, no Default shall have occurred and be continuing or would result therefrom; and (C) not make any company or business acquired or invested in Investments pursuant to this clause (vvi) shall be in the same line any foreign Subsidiary 56 50 of business as the business of the Parent Paxar or any of its Subsidiaries or shall be engaged in an ancillary or related business; provided, further, still, that, if (1) any such Investment is made with a combination of cash and shares, stock or other securities of the Parent or any of its Subsidiaries foreign Person and (2) such Investment results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum; (vi) extension of trade credit in the ordinary course of business; and (vii) an Investment through the acquisition by the Parent or any of its Subsidiaries of all of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such acquisition; or (B) the Required Lenders consent to such acquisition; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that the calculations referred to in clauses (A)(1) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that any such Investment in any newly acquired or created domestic Subsidiary of Paxar, such Subsidiary shall become Subsidiaries a Subsidiary Guarantor pursuant to the terms of the Parent as a result of any individual Investment to which such calculations shall apply, provided, however, that, if such combination results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumSubsidiary Guaranty.

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make Make or hold, or permit any of its Restricted Subsidiaries to make or hold, any Investment in any Person, except: (i) equity Investments by the Parent Borrower and its Subsidiaries in their Restricted Subsidiaries outstanding on the date hereof and additional Investments future investments in Loan Parties; (ii) loans and advances to employees in the ordinary course of the business of the Parent Borrower and its Restricted Subsidiaries as presently conducted in an aggregate principal amount not to exceed $1,000,000 2,500,000 at any time outstanding; (iii) Investments by the Borrower and its Restricted Subsidiaries in Cash Equivalents; (iv) Investments existing on the date hereof and described on Schedule 4.01(y) hereto; (v) other Investments consisting of intercompany Debt permitted under Section 5.02(b)(iv); (vi) Investments consisting of Equity Interests in "start-up" companies received by the Borrower and its Restricted Subsidiaries in exchange for floor space or show promotion and sponsorship activities at shows of the Borrower and its Restricted Subsidiaries; (vii) Investments by the Borrower in Hedge Agreements permitted by Section 5.02(b)(vi); (viii) equity Investments by the Borrower or any Restricted Subsidiary of the Borrower in any newly organized or acquired Subsidiary in an aggregate cash amount invested not exceeding the sum of (x) $40,000,000, (y) the aggregate amount of Excess Cash Flow not required to exceed $10,000,000 plus 50% of be used to prepay Advances pursuant to Section 2.06 and (z) the Net Cash Proceeds from any the issuance of Equity Interests; providedInterests by the Borrower and the Restricted Subsidiaries to any Person (other than the Capital Raisings and the Net Cash Proceeds from the issuance of Equity Interests used for Investments referred to in subsection (ix) below), however, that the consent of the Required Lenders shall be required for any single Investment in which the cash to be committed or paid exceeds $2,000,000; provided, further, provided that with respect to Investments made under this clause (v): viii) (A) any newly acquired or organized Subsidiary of the Parent or any of its Subsidiaries shall be a wholly owned Subsidiary thereof; (B1) immediately before and after giving effect thereto, no Default shall have occurred and be continuing or would result therefrom; and , (C2) any company or business acquired or invested in pursuant to this clause (vviii) shall be in the same line of business as the business of the Parent Borrower or any of its the Subsidiaries or shall be engaged in an ancillary or (namely, trade shows and activities related business; provided, further, still, that, if (1thereto) any such Investment is made with a combination of cash and shares, stock or other securities of the Parent or any of its Subsidiaries and (2) such Investment results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum; (vi) extension of trade credit in the ordinary course of business; and (vii) an Investment through the acquisition by the Parent or any of its Subsidiaries of all of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3) if immediately after giving effect to the date acquisition of a company or business pursuant to this clause (viii), the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lenders pursuant to Section 5.03 and as though such acquisition shall occur within twelve months after had occurred at the Merger Closing Datebeginning of the four-quarter period covered thereby, as evidenced by a certificate of the Chief Financial Officer of the Borrower shall certify delivered to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of Lenders demonstrating such acquisitioncompliance; or and (Bix) the Required Lenders consent to such acquisitionInvestments in Unrestricted Subsidiaries, joint ventures and minority interests; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that the calculations referred to in clauses (A)(1) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual Investment to which such calculations shall apply, provided, however, thatthat the aggregate amount of such Investments, if such combination results together with the aggregate amount of cash dividends and distributions made pursuant to Section 5.02(g)(iii), shall not exceed the sum of (x) $20,000,000 and (y) the Net Cash Proceeds from the issuance of Equity Interests by the Borrower and the Restricted Subsidiaries to any Person (other than the Net Cash Proceeds from the issuance of Equity Interests used for Investments referred to in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumsubsection (viii) above).

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make Make or hold, or permit any of its Restricted Subsidiaries to make or hold, any Investment in any Person, except: (i) equity Investments by consisting of property to be used in the Parent and its Subsidiaries in their Subsidiaries outstanding on the date hereof and additional Investments in Loan Partiesordinary course of business; (ii) loans Investments in accounts receivable arising from the sales of goods and advances to employees services in the ordinary course of the business of the Parent and its Subsidiaries in an aggregate principal amount not to exceed $1,000,000 at any time outstandingbusiness; (iii) equity Investments by the Borrower and its Restricted Subsidiaries in Wholly Owned Restricted Subsidiaries; (iv) Investments by the Borrower and its Restricted Subsidiaries in Cash Equivalents; (ivv) Investments existing on the date hereof and described on Schedule 4.01(y4.01(u) hereto; (vvi) Investments by the Borrower in Swaps permitted under Section 5.02(b)(iii)(F); and (vii) other Investments in an aggregate cash amount invested not to exceed $10,000,000 plus 50% of the Net Cash Proceeds from any issuance of Equity Interestsother Person; provided, however, that the consent of the Required Lenders shall be required for any single Investment in which the cash to be committed or paid exceeds $2,000,000; provided, further, provided that with respect to Investments made under this clause (vvii): (A1) any newly acquired or organized Subsidiary of the Parent Borrower or any of its Restricted Subsidiaries shall be a wholly owned Wholly-Owned Restricted Subsidiary thereof; (B2) immediately before and after giving effect thereto, no Default shall have occurred and be continuing or would result therefrom; and (C3) any company or business acquired or invested in pursuant to this clause (vvii) shall be in the same line of business as the business of the Parent Borrower or any of its Subsidiaries Restricted Subsidiaries; and (4) immediately after giving effect to the acquisition of a company or business pursuant to this clause (vii), the Borrower shall be engaged in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such acquisition had occurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Lender Parties demonstrating such compliance; (viii) Investments by the Borrower and its Restricted Subsidiaries in Unrestricted Subsidiaries and in Restricted Subsidiaries that are not Wholly Owned Subsidiaries in an ancillary or related businessamount not to exceed $10,000,000 at any time outstanding; provided, furtherhowever, stillthat so long as the Borrower and its Restricted Subsidiaries shall not have made Investments in Unrestricted Subsidiaries in excess of $10,000,000 as provided in this clause (viii), that, if the Borrower shall not be in violation of this clause (1viii) any such Investment is made with a combination of cash and shares, stock or other securities of the Parent or any of its Subsidiaries and (2) such Investment results in the Debt Rating being downgraded event that the Investments held (as opposed to made) by more than one level, then the Applicable Margin Borrower and its Restricted Subsidiaries in Unrestricted Subsidiaries shall increase by 0.50% per annum; (vi) extension of trade credit in the ordinary course of businessat any time exceed $10,000,000; and (viiix) an Investment through the acquisition by the Parent or any Investments consisting of its Subsidiaries of all of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured intercompany Debt of such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such acquisition; or (B) the Required Lenders consent to such acquisition; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that the calculations referred to in clauses (A)(1permitted under Section 5.02(b)(i) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual Investment to which such calculations shall apply, provided, however, that, if such combination results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumii).

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, except: (iA) equity Investments by the Parent Borrower and its Subsidiaries in their Subsidiaries outstanding on the Effective Date, (B) additional Investments by the Borrower and its Subsidiaries in Loan Parties (other than any Immaterial Subsidiary), (C) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties or are Immaterial Subsidiaries, (D) additional Investments by the Borrower in the Telecos in an aggregate amount not to exceed the sum of (x) the aggregate amount of cash dividends and other distributions received by the Borrower, directly or indirectly, from the Telecos and (y) the aggregate principal amount of intercompany receivables owing to the Telecos from the Borrower and (E) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in the Immaterial Subsidiaries and/or VITAL in an aggregate amount invested from the date hereof and additional Investments in Loan Partiesnot to exceed $5,000,000; (ii) loans and advances to employees in the ordinary course of the business of the Parent Borrower and its Subsidiaries as presently conducted in an aggregate principal amount not to exceed $1,000,000 500,000 at any time outstanding; (iii) Investments by the Borrower and its Subsidiaries in Cash Equivalents; (iv) Investments existing on the date Effective Date hereof and described on Schedule 4.01(y) heretohereto and the Permitted RUS/RTB Investment; (v) other Investments in an Hedge Agreements permitted under Section 5.02(b)(v); (vi) the purchase or other acquisition of all of the Equity Interests in, or the assets comprising a division or business unit or a substantial part or all of the property and assets of, any Person that, in the case of the acquisition of all of the Equity Interest in or all of the assets of such Person (including, without limitation, as a result of a merger or consolidation), upon the consummation thereof, will be wholly owned directly by the Borrower or one or more of its wholly owned Subsidiaries; provided that, with respect to each purchase or other acquisition made pursuant to this clause (vi): (A) any such newly created or acquired Subsidiary shall comply with the requirements of Section 5.01(j); (B) the lines of business of the Person to be (or the property and assets of which are to be) so purchased or otherwise acquired shall be substantially the same lines of business as one or more of the principal businesses of the Borrower and its Subsidiaries in the ordinary course or a Related Business; (C) such purchase or other acquisition shall not include or result in any contingent liabilities that could reasonably be expected to be material to the business, financial condition or operations of the Borrower and its Subsidiaries, taken as a whole (as determined in good faith by the board of directors (or the persons performing similar functions) of the Borrower or such Subsidiary if the board of directors is otherwise approving such transaction and, in each other case, by a Responsible Officer); (D) the total cash and noncash consideration (including, without limitation, the fair market value of all Equity Interests issued or transferred to the sellers thereof, all indemnities, earnouts and other contingent payment obligations to, and the aggregate amounts paid or to be paid under noncompete, consulting and other affiliated agreements (other than customary employment agreements on market terms) with, the sellers thereof and all assumptions of debt, liabilities and other obligations in connection therewith) paid by or on behalf of the Borrower and its Subsidiaries for any such purchase or other acquisition, when aggregated with the total cash amount invested and noncash consideration paid by or on behalf of the Borrower and its Subsidiaries for all other purchases and other acquisitions made by the Borrower and its Subsidiaries pursuant to this clause (vi), shall not to exceed $10,000,000 plus 50% of the Net Cash Proceeds from any issuance of Equity Interests; provided, however, that the consent of the Required Lenders shall be required for any single Investment in which the cash to be committed or paid exceeds $2,000,00050,000,000; provided, further, that with respect so long as immediately after giving effect to Investments made under this clause (v): (A) any newly acquired such purchase or organized Subsidiary other acquisition, the pro forma Leverage Ratio at the time of such purchase or other acquisition shall be equal to or less than 4.00:1.0, as determined on the basis of the Parent financial statements most recently delivered to the Administrative Agent and the Lender Parties pursuant to Section 5.03(b) or any (c) as though such purchase or other acquisition had been consummated as of its Subsidiaries the first day of the fiscal period covered thereby, such purchase or other acquisition shall not be a wholly owned Subsidiary thereof; subject to the $50,000,000 limit set forth in this subclause (BD); (1) immediately before and immediately after giving effect theretoto any such purchase or other acquisition, no Default shall have occurred and be continuing or would result therefrom; and (C) any company or business acquired or invested in pursuant to this clause (v) shall be in the same line of business as the business of the Parent or any of its Subsidiaries or shall be engaged in an ancillary or related business; provided, further, still, that, if (1) any such Investment is made with a combination of cash and shares, stock or other securities of the Parent or any of its Subsidiaries and (2) immediately after giving effect to such Investment results purchase or other acquisition, the Borrower and its Subsidiaries shall be in pro forma compliance with all of the Debt Rating being downgraded by more than one levelcovenants set forth in Section 5.04, then such compliance to be determined on the Applicable Margin basis of the financial statements most recently delivered to the Administrative Agent and the Lender Parties pursuant to Section 5.03(b) or (c) as though such purchase or other acquisition had been consummated as of the first day of the fiscal period covered thereby; and (F) the Borrower shall increase by 0.50% per annumhave delivered to the Administrative Agent, on behalf of the Lender Parties, at least three Business Days prior to the date on which any such purchase or other acquisition is to be consummated, a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in this clause (vii) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition; (vivii) extension Investments made after the Effective Date in Subsidiaries that are not directly or indirectly wholly owned by the Borrower in an aggregate amount not to exceed $10,000,000; provided that (A) immediately before and immediately after giving effect to any such Investment, no Default shall have occurred and be continuing and (B) immediately after giving effect to such Investment, the Borrower and its Subsidiaries shall be in pro forma compliance with all of trade credit the covenants set forth in Section 5.04, such compliance to be determined on the basis of the financial statements most recently delivered to the Administrative Agent and the Lender Parties pursuant to Section 5.03(b) or (c) as though such Investment had been consummated as of the first day of the fiscal period covered thereby; (viii) Investments received in the settlement of amounts owing to the Borrower and its Subsidiaries in the ordinary course of business; (ix) Investments received as consideration for a sale of assets permitted under this Agreement; (x) the Permitted CoBank Investment; and (viixi) an Investment through the purchase or other acquisition by of minority Equity Interests in any Subsidiary, the Parent or any of its Subsidiaries total cash and noncash consideration (including, without limitation, the fair market value of all of Equity Interests issued or transferred to the outstanding Capital Stock of another Person solely in exchange for sellers thereof, all indemnities, earnouts and other contingent payment obligations to, and the Capital Stock of the Parent aggregate amounts paid or to be paid under noncompete, consulting and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisitionother affiliated agreements with, the value sellers thereof (other than customary employment agreements on market terms) and all assumptions of the Current Assets of such Person minus unsecured Debt of such Person to be assumed debt, liabilities and other obligations in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3connection therewith) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer paid by or on behalf of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such acquisition; or (B) the Required Lenders consent to such acquisition; provided, that, in and its Subsidiaries for any such casepurchase or other acquisition, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that when aggregated with the calculations referred to in clauses (A)(1) total cash and (A)(2) above shall be made noncash consideration paid by or on a Consolidated basis with respect to all Persons that shall become Subsidiaries behalf of the Parent as a result of any individual Investment Borrower and its Subsidiaries for all other purchases and other acquisitions made by the Borrower and its Subsidiaries pursuant to which such calculations this clause (xi), shall apply, provided, however, that, if such combination results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumnot exceed $10,000,000.

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, exceptPerson other than: (i) equity Investments by the Parent and Borrower or any of its Subsidiaries in their respective Subsidiaries; provided, however, that the aggregate of all outstanding unsecured Debt permitted pursuant to Section 5.02(b)(ii)(y) and Investments from the Closing Date by the Borrower or any Domestic Subsidiary of the Borrower in any Person organized under the laws of any jurisdiction other than the United States of America or any state thereof shall not exceed (A) $7,500,000 in any Fiscal Year or (B) in any event, $25,000,000 in the aggregate outstanding at any time; and provided, further, that, with respect to Investments by the Borrower or any of its Subsidiaries outstanding on in any newly acquired or created wholly-owned Subsidiary of the date hereof and additional Investments in Loan PartiesBorrower or such Subsidiary that is a Domestic Subsidiary of the Borrower, any such Subsidiary shall become a Subsidiary Guarantor pursuant to the provisions of Section 5.01(k); (ii) loans Loans and advances to directors, officers and other employees in the ordinary course of the business of the Parent Borrower and its Subsidiaries in an aggregate principal amount not to exceed $1,000,000 500,000 at any time outstanding; (iii) Investments by the Borrower and its Subsidiaries in Cash Equivalents; (iv) Investments by the Borrower and its Subsidiaries in Bank Hedge Agreements; (v) Investments consisting of intercompany Debt permitted under Section 5.02(b)(ii); (vi) Investments (other than Cash Equivalents) existing on the date hereof and and, in respect of all such Investments which exceed $1,000,000, described on Schedule 4.01(y5.02(e)(vi) hereto;; and (vvii) other Investments in an aggregate cash amount invested not to exceed $10,000,000 plus 50% consisting of the Net Cash Proceeds from any issuance of Equity Interests; provided, however, that the consent of the Required Lenders shall be required for any single Investment in which the cash to be committed or paid exceeds $2,000,000; provided, further, that with respect to Investments made under this clause (v): (A) any newly acquired or organized Subsidiary of the Parent or any of its Subsidiaries shall be a wholly owned Subsidiary thereof; (B) immediately before and after giving effect thereto, no Default shall have occurred and be continuing or would result therefrom; and (C) any company or business acquired or invested in pursuant to this clause (v) shall be in the same line of business as the business of the Parent or any of its Subsidiaries or shall be engaged in an ancillary or related business; provided, further, still, that, if (1) any such Investment is made with a combination of cash and shares, stock or other securities of the Parent or any of its Subsidiaries and (2) such Investment results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum; (vi) extension of trade credit accounts receivable arising in the ordinary course of business; and (vii) an Investment through the acquisition by the Parent or any of its Subsidiaries of all of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such acquisition; or (B) the Required Lenders consent to such acquisition; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that the calculations referred to in clauses (A)(1) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual Investment to which such calculations shall apply, provided, however, that, if such combination results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum.

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make or holdMake, or permit any of its Subsidiaries to make or holdmake, any Investment in any Person, exceptexcept the following, provided that any Investment permitted by any clause below shall be permitted under this Section 5.02(i), notwithstanding that such Investment would not be permitted by any other clause: (i) equity (A) Investments by the Parent Company and its Subsidiaries in their Subsidiaries outstanding on the date hereof and Amendment Effective Date, (B) additional Investments by the Company and its Subsidiaries in the Company or the US Subsidiary Guarantors, (C) additional Investments by Kodak Canada and its Subsidiaries in Kodak Canada or the Canadian Subsidiary Guarantors, (D) additional Investments by Subsidiaries of the Company that are not Loan Parties in other Subsidiaries that are not Loan Parties and (E) additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties, provided that (i) no Default shall have occurred and be continuing or would result from such Investments and provided further that, if the Excess Availability shall be less than $100,000,000 after giving effect to any such Investment and the Company shall not be in pro forma compliance with the Fixed Charge Coverage Ratio after giving effect to such Investments, the aggregate amount of such Investments permitted under this clause (i)(E) plus the aggregate amount of Investments made in accordance with clause (viii) below shall not exceed $25,000,000; (ii) loans and advances to employees in the ordinary course of the business of the Parent Company and its Subsidiaries as presently conducted in an aggregate principal amount not to exceed $1,000,000 25,000,000 at any time outstanding; (iii) Investments by the Company and its Subsidiaries in cash and Cash Equivalents; (iv) Investments existing on the date hereof Amendment Effective Date and described on Schedule 4.01(y) heretoInvestments of up to $100,000,000 in the People’s Republic of China for the previously announced digital computer-to-plate factory; (v) other Investments in Hedge Agreements designed to hedge against fluctuations in interest rates, foreign exchange rates or in commodity prices incurred in the ordinary course of business and consistent with existing business practice; (vi) Investments received in settlement of claims against another Person in connection with (A) a bankruptcy proceeding against such Person, (B) accounts receivable arising from or trade credit granted to, in the ordinary course of business, a financially troubled account debtor and (C) disputes regarding intellectual property rights; (vii) Investments in an aggregate cash amount invested not to exceed $10,000,000 plus 50% 200,000,000 (of which $125,000,000 may be made in 2009) in connection with the Net Cash Proceeds from any issuance Company’s Imaging Sensors, Online Imaging Services (KODAK Gallery), Electrophotographic Solutions and Organic Light Emitting Diodes lines of Equity Interests; providedbusiness, however, provided that the consent of the Required Lenders shall be required for any single Investment in which the cash to be committed or paid exceeds $2,000,000; provided, further, that with respect to Investments made under this clause (v): (A) any newly acquired or organized Subsidiary of the Parent or any of its Subsidiaries shall be a wholly owned Subsidiary thereof; (B) immediately before and after giving effect thereto, no Default shall have occurred and be continuing or would result therefrom; , (B) the Company and its Subsidiaries have cash or Cash Equivalents on hand in an amount not less than $1,000,000,000 and (C) no Advances are then outstanding; provided further that the value of any company common equity of the Company used as consideration in connection with any such Investment shall not be included in calculating the amount of such Investment, (viii) Investments by the Company and its Subsidiaries not otherwise permitted under this Section 5.02(i), provided that no Default shall have occurred and be continuing or business acquired or invested would result from such Investments and provided further that, if the Excess Availability shall be less than $100,000,000 after giving effect to any such Investment and the Company shall not be in pro forma compliance with the Fixed Charge Coverage Ratio after giving effect to such Investments, the aggregate amount of such Investments permitted under this clause (viii) plus the aggregate amount of Investments made in accordance with clause (i)(D) above shall not exceed $25,000,000; provided, further, that, with respect to each Investment made pursuant to this clause (v) shall be in the same line of business as the business of the Parent or any of its Subsidiaries or shall be engaged in an ancillary or related business; provided, further, still, that, if viii): (1) any such Investment is made with a combination of cash and shares, stock or other securities of the Parent or any of its Subsidiaries and (2A) such Investment results shall not include or result in any contingent liabilities that could reasonably be expected to be material to the Debt Rating being downgraded business, financial condition or operations of the Company and its Subsidiaries, taken as a whole (as determined in good faith by more than one levelthe board of directors (or persons performing similar functions) of the Company, then if the Applicable Margin shall increase board of directors is otherwise approving such transaction, or, in each other case, by 0.50% per annum; (vi) extension the chief executive or financial officer of trade credit in the ordinary course of businessCompany); and (viiB) an any determination of the amount of such Investment through shall include all cash and noncash consideration (including, without limitation, the acquisition fair value, determined in accordance with generally accepted accounting principles, of all equity interests (other than common equity in the Company) issued or transferred to the sellers of such investment, all earnouts and other contingent payment obligations to, and the aggregate amounts paid or to be paid under noncompete, consulting and other affiliated agreements with, the sellers of such investment, all write-downs of property and assets and reserves for liabilities with respect thereto and all assumptions of debt, liabilities and other obligations in connection therewith) paid by or on behalf of the Parent or any of Company and its Subsidiaries of all of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent and cash connection with such Investment, and (ix) Investments in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person an aggregate amount to be assumed determined in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, connection with the announced transaction with XXXX Xxxx & Xxxxxx and (3described on Schedule 5.02(i) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such acquisition; or (B) the Required Lenders consent to such acquisition; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that the calculations referred to in clauses (A)(1) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual Investment to which such calculations shall apply, provided, however, that, if such combination results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumhereto.

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make or holdMake, or permit any of its Subsidiaries to make or holdmake, any Investment in any Person, except:except the following (provided, that any Investment permitted by any clause below shall be permitted under this Section 5.02(i), notwithstanding that such Investment would not be permitted by any other clause): (i) equity (A) Investments by the Parent Company and its Subsidiaries in their Subsidiaries outstanding on the date hereof and Conversion Date, (B) additional Investments by the Company and its Subsidiaries in the Company or the Subsidiary Guarantors, (C) Investments by any Loan Party in another Loan Party and (D) additional Investments by Subsidiaries of the Company that are not Loan Parties in other Subsidiaries that are not Loan Parties; (ii) loans and advances to employees in the ordinary course of the business of the Parent Company and its Subsidiaries as presently conducted in an aggregate principal amount not to exceed $1,000,000 10,000,000 at any time outstanding; (iii) Investments made by Loan Parties in Subsidiaries of the Company that are not Loan Parties in an aggregate amount not to exceed $100,000,000 at any time outstanding (determined net of any repayments in respect of such Investments received in Cash EquivalentsEquivalents by any Loan Party); provided that no Default shall exist at the time such Investment is made or would result therefrom and; provided further that all such Investments shall be evidenced by an intercompany note, and pledged to the Agent as Collateral; (iv) Investments existing on the date hereof and described on Schedule 4.01(y) heretoin Hedge Agreements permitted under Section 5.02(m); (v) other Investments received in an aggregate cash amount invested not to exceed $10,000,000 plus 50% settlement of the Net Cash Proceeds from any issuance of Equity Interests; provided, however, that the consent of the Required Lenders shall be required for any single Investment claims against another Person in which the cash to be committed or paid exceeds $2,000,000; provided, further, that connection with respect to Investments made under this clause (v): (A) any newly acquired or organized Subsidiary of the Parent or any of its Subsidiaries shall be a wholly owned Subsidiary thereof; bankruptcy proceeding against such Person, (B) immediately before and after giving effect thereto, no Default shall have occurred and be continuing accounts receivable arising from or would result therefrom; and (C) any company or business acquired or invested in pursuant to this clause (v) shall be in the same line of business as the business of the Parent or any of its Subsidiaries or shall be engaged in an ancillary or related business; provided, further, still, that, if (1) any such Investment is made with a combination of cash and shares, stock or other securities of the Parent or any of its Subsidiaries and (2) such Investment results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum; (vi) extension of trade credit granted to, in the ordinary course of business; and, a financially troubled account debtor and (C) disputes regarding intellectual property rights; (viivi) an Investment through Investments arising out of the acquisition receipt by the Parent Company or any of its Subsidiaries of all non-cash consideration for the sale, transfer or other disposition of assets permitted under Section 5.02(e), (vii) Investments (including Investments in joint ventures) in an aggregate amount not to exceed (i) in any fiscal year, an amount equal to (1) the sum of $20,000,000, plus up to 50% of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent and cash in lieu of fractional shares portion of such Capital Stock; provided$20,000,000 available in the following fiscal year, that either (A)(1) such Person has positive cash flow measured by EBITDA plus any unused amounts from prior fiscal years, minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value any portion of the Current Assets of such Person minus unsecured Debt of such Person to be assumed amount available in such acquisition minus Capitalized Leases of such Person to be assumed fiscal year used in such acquisition is at least $1.00, the preceding fiscal year and (3ii) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such acquisition; or (B) the Required Lenders consent to such acquisition; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that the calculations referred to in clauses (A)(1) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual Investment to which such calculations shall apply, provided, however, that, if such combination results in the Debt Rating being downgraded aggregate, $100,000,000, and (viii) Investments by more than one level, then the Applicable Margin shall increase by 0.50% per annumCompany and its Subsidiaries in cash and Cash Equivalents.

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make Make or hold, or permit any of its Restricted Subsidiaries to make or hold, any Investment in any Person, except: (i) equity Investments by consisting of property to be used in the Parent and its Subsidiaries in their Subsidiaries outstanding on the date hereof and additional Investments in Loan Partiesordinary course of business; (ii) loans Investments in accounts receivable arising from the sales of goods and advances to employees services in the ordinary course of the business of the Parent and its Subsidiaries in an aggregate principal amount not to exceed $1,000,000 at any time outstandingbusiness; (iii) equity Investments by the Borrower and its Restricted Subsidiaries in Wholly Owned Restricted Subsidiaries; (iv) Investments by the Borrower and its Restricted Subsidiaries in Cash Equivalents; (ivv) Investments existing on the date hereof and described on Schedule 4.01(y4.01(u) hereto; (vvi) Investments by the Borrower in Swaps permitted under Section 5.02(b)(iii)(E); (vii) other Investments in an aggregate cash amount invested not to exceed $10,000,000 plus 50% of the Net Cash Proceeds from any issuance of Equity Interestsother Person; provided, however, that the consent of the Required Lenders shall be required for any single Investment in which the cash to be committed or paid exceeds $2,000,000; provided, further, provided that with respect to Investments made under this clause (vvii): (A1) in the case of an equity Investment under this clause (vii), any newly acquired or organized Subsidiary of the Parent Borrower or any of its Restricted Subsidiaries shall be a wholly owned Wholly-Owned Restricted Subsidiary thereof; (B2) immediately before and after giving effect thereto, no Default shall have occurred and be continuing or would result therefrom; and (C3) any company or business acquired or invested in pursuant to this clause (vvii) shall be in the same line of business as the business of the Parent Borrower or any of its Restricted Subsidiaries or shall a line of business in which the Borrower is permitted to be engaged in an ancillary accordance with Section 5.02(c); and (4) immediately after giving effect to the acquisition of a company or related businessbusiness pursuant to this clause (vii), the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lenders pursuant to Section 5.03 and as though such acquisition had occurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Lenders demonstrating such compliance; providedand (viii) Investments by the Borrower and its Restricted Subsidiaries in (A) Unrestricted Subsidiaries, further, still, (B) Restricted Subsidiaries that are not Wholly Owned Subsidiaries or (C) Persons that, if (1) any after giving effect to such Investment is made with a combination of cash and sharesInvestment, stock or other securities do not constitute Subsidiaries of the Parent Borrower or such Restricted Subsidiary, provided that any Person invested in pursuant to this clause (viii) shall be in the same line of business as the business of the Borrower or any of its Restricted Subsidiaries or a line of business in which the Borrower is permitted to be engaged in accordance with Section 5.02(c), and (2) such Investment results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum; (vi) extension of trade credit in the ordinary course of business; and (vii) an Investment through the acquisition aggregate amount invested by the Parent or Borrower and its Restricted Subsidiaries under this clause (viii) shall not exceed $35,000,000 at any of its Subsidiaries of all of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent time outstanding; and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such acquisition; or (B) the Required Lenders consent to such acquisition; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that so long as the calculations referred Borrower and its Restricted Subsidiaries shall not have made Investments in such Unrestricted Subsidiaries, non-Wholly Owned Subsidiaries and other Persons in excess of $35,000,000 as provided in this clause (viii), the Borrower shall not be in violation of this clause (viii) in the event that the Investments held (as opposed to made) by the Borrower and its Restricted Subsidiaries in clauses such Unrestricted Subsidiaries, non-Wholly Owned Subsidiaries and other Persons shall at any time exceed $35,000,000; and (A)(1ix) Investments consisting of intercompany Debt permitted under Section 5.02(b)(i) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual Investment to which such calculations shall apply, provided, however, that, if such combination results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumii).

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, exceptPerson other than: (i) equity Investments existing on the date of this Agreement; (ii) Investments by the Parent Borrower and its Subsidiaries in their Subsidiaries outstanding on the date hereof cash and additional Investments in Loan PartiesMarketable Securities; (iiiii) Investments by the Borrower in one or more of its Subsidiaries to the extent permitted under Section 5.02(b)(iii) or 5.02(b)(v); (iv) Investments by any Subsidiary of the Borrower in the Borrower or one or more other Subsidiaries of the Borrower; (v) loans and advances to employees in the ordinary course of the business of the Parent Borrower and its Subsidiaries in an aggregate principal amount not to exceed $1,000,000 at any time outstandingas presently conducted; (iiivi) Investments in Cash Equivalentsaccount debtors received in connection with the bankruptcy or reorganization, or in compromise or settlement of delinquent obligations, of suppliers and customers arising in the ordinary course of business and in accordance with applicable collection and credit policies established by the Borrower or such Subsidiary, as the case may be; (ivvii) Investments existing on not otherwise permitted under this Section 5.02(d); provided that in the date hereof and described on Schedule 4.01(y) hereto; (v) other Investments in an aggregate cash amount invested not to exceed $10,000,000 plus 50% case of the Net Cash Proceeds from any issuance of Equity Interests; provided, however, that the consent of the Required Lenders shall be required for any single Investment in which the cash to be committed or paid exceeds $2,000,000; provided, further, that with respect to Investments made under this clause (v): vii): (A) any newly acquired such Investment shall result in (1) the acquisition of all or organized substantially all of the assets of a Person or (2) the acquisition or creation of a Subsidiary of the Parent Borrower, or any a Person that will be or become part of a Subsidiary of the Borrower, and such Subsidiary shall not have contingent liabilities on the date of such Investment which could reasonably be expected to be material to the Borrower and its Subsidiaries shall be Subsidiaries, taken as a wholly owned Subsidiary thereof; whole; (B) immediately before any Subsidiary of the Borrower acquired or created as a result of or in connection with such Investment shall be engaged in, and after giving effect thereto, no Default shall have occurred and be continuing or would result therefrom; and (C) any company or business acquired or invested in pursuant to this clause (v) shall be in be, substantially the same line of business as the business of the Parent Borrower and its Subsidiaries conducted at the time of such Investment in the ordinary course, or a line of business directly related thereto; (C) any acquisition of shares of capital stock of (or other ownership or profit interests in) a Person by the Borrower or any of its Subsidiaries or shall be engaged effected as a Friendly Acquisition; and (D) immediately before and after giving effect to each such Investment, no Default shall have occurred and be continuing; and (viii) Investments not otherwise permitted under this Section 5.02(d) not to exceed in an ancillary any fiscal year 30% of Consolidated Net Worth determined as of the end of the immediately preceding fiscal year; provided that in the case of any Investment made under this clause (viii): (A) such Investment shall not include or related business; providedresult in contingent liabilities which could reasonably be expected to be material to the Borrower and its Subsidiaries, further, still, that, if taken as a whole; (1B) any business acquired or invested in with (or in connection with) such Investment is made with shall be in substantially the same line of business as the business of the Borrower and its Subsidiaries conducted at the time of such Investment in the ordinary course, or a combination line of cash and shares, business directly related thereto; (C) any acquisition of shares of capital stock of (or other securities of ownership or profit interests in) a Person by the Parent Borrower or any of its Subsidiaries and (2) such Investment results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum; (vi) extension of trade credit in the ordinary course of businessbe effected as a Friendly Acquisition; and (vii) an Investment through the acquisition by the Parent or any of its Subsidiaries of all of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2D) immediately preceding the date of before and after giving effect to each such acquisitionInvestment, the value of the Current Assets of such Person minus unsecured Debt of such Person to no Default shall have occurred and be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such acquisition; or (B) the Required Lenders consent to such acquisition; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that the calculations referred to in clauses (A)(1) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual Investment to which such calculations shall apply, provided, however, that, if such combination results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumcontinuing.

Investments in Other Persons. Other than as required to consummate the Merger Transactions, (a) The Borrower shall not make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, except: (i) equity (A) Investments by the Parent Borrower and its Subsidiaries in their Subsidiaries outstanding on the date hereof Effective Date, (B) additional equity Investments in Obligors and (C) additional Investments in Loan PartiesObligors consisting of intercompany Debt provided that any NYDOCS02/1004399.8 AES Sixth Amended and Restated Credit Agreement Debt owing to the Borrower shall (x) constitute Pledged Debt and be delivered to the Collateral Trustees pursuant to the terms of the Security Agreement and (y) be subordinated in all respects to the Obligations of the Obligors under the Financing Documents; (ii) loans and advances by the Borrower or any of its Subsidiaries to its employees in the ordinary course of the business of the Parent Borrower and its Subsidiaries as presently conducted, which in the case of loans and advances to employees of the Borrower and the Qualified Holding Companies shall not exceed an aggregate principal amount not to exceed of $1,000,000 10,000,000 at any time outstanding; (iii) Investments by the Borrower and its Subsidiaries in Temporary Cash EquivalentsInvestments; (iv) Investments existing on the date hereof Effective Date and described on Schedule 4.01(y) hereto; (v) other Investments in an aggregate cash amount invested not to exceed $10,000,000 plus 50% Subsidiaries resulting from drawings under, or renewals or extensions of, letters of credit, surety bonds, Guarantees or performance bonds supporting obligations of Subsidiaries issued and outstanding on the Net Cash Proceeds from any issuance of Equity Interests; provided, however, that the consent of the Required Lenders shall be required for any single Investment in which the cash to be committed or paid exceeds $2,000,000; provided, further, that with respect to Investments made under this clause Effective Date (v): (A) any newly acquired or organized Subsidiary of the Parent or any of its Subsidiaries shall be a wholly owned Subsidiary including renewals and extensions thereof; (B) immediately before and after giving effect thereto, no Default shall have occurred and be continuing or would result therefrom; and (C) any company or business acquired or invested in pursuant to this clause (v) shall be in the same line of business as the business of the Parent or any of its Subsidiaries or shall be engaged in an ancillary or related business; provided, further, still, that, if (1) any such Investment is made with a combination of cash and shares, stock or other securities of the Parent or any of its Subsidiaries and (2) such Investment results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum; (vi) extension of trade credit in the ordinary course of business; and (vii) an Investment through the acquisition by the Parent or any of its Subsidiaries of all of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such acquisition; or (B) the Required Lenders consent to such acquisition; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that the calculations referred to in clauses (A)(1) and (A)(2) above shall be made on a Consolidated basis with respect Investments in Subsidiaries to all Persons that shall become Subsidiaries cash collateralize obligations supported by such letters of the Parent as a result of any individual Investment to which such calculations shall applycredit, provided, however, that, bonds or Guarantees if such combination results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum.they expire or are cancelled undrawn;

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, except: (i) (A) equity Investments by the Parent and its Subsidiaries in their Subsidiaries outstanding on the date hereof and (B) additional equity Investments in Loan Parties; (ii) loans and advances to employees in the ordinary course of the business of the Parent Loan Parties and its their Subsidiaries as presently conducted in compliance with all applicable laws (including Sxxxxxxx-Xxxxx) an aggregate principal amount not to exceed $1,000,000 500,000 at any time outstanding; (iii) Investments by the Loan Parties and their Subsidiaries in Cash Equivalents; (iv) Investments existing on the date hereof and described on Schedule 4.01(y4.01(aa) hereto; (v) Investments by the Borrower in Hedge Agreements permitted under Section 5.02(b)(i)(A); (vi) Investments consisting of intercompany Debt permitted under Section 5.02(b); (vii) the purchase or other Investments in an aggregate cash amount invested not to exceed $10,000,000 plus 50% of acquisition by the Net Cash Proceeds from any issuance of Equity Interests; provided, however, that the consent of the Required Lenders shall be required for any single Investment in which the cash to be committed or paid exceeds $2,000,000; provided, further, that with respect to Investments made under this clause (v): (A) any newly acquired or organized Subsidiary of the Parent Borrower or any of its Subsidiaries of all of the Equity Interests in, or all or substantially all of the property and assets of, any Person that, upon the consummation thereof, will be wholly owned directly by the Borrower or one or more of its wholly owned Subsidiaries (including, without limitation, as a result of a merger or consolidation) (such purchase or acquisition, a “Permitted Acquisition”); provided that, with respect to each purchase or other acquisition made pursuant to this clause (vii): (A) any such newly created or acquired Subsidiary shall be a wholly owned Subsidiary thereof; Loan Party and comply with the requirements of Section 5.01(i); (B) the lines of business of the Person to be (or the property and assets of which are to be) so purchased or otherwise acquired shall be substantially in the newspaper publishing business; (C) such purchase or other acquisition shall not include or result in any contingent liabilities that could reasonably be expected to be material to the business, financial condition, operations or prospects of the Borrower and its Subsidiaries, taken as a whole (as determined in good faith by the board of directors (or the persons performing similar functions) of the Borrower or such Subsidiary if the board of directors is otherwise approving such transaction and, in each other case, by the chief executive or financial officer of the Borrower), and the Borrower shall have given to the Administrative Agent at least 10 Business Days’ prior written notice of such purchase or other acquisition, which notice shall describe in reasonable detail the principal terms and conditions of such purchase or other acquisition and which notice shall be accompanied by the agreements and other documentation (to the extent available) evidencing such purchase or other acquisition; (D) (1) no cash consideration shall be paid to effect such purchase or other acquisition and (2) the total noncash consideration (including, without limitation, the fair market value of all Equity Interests issued or transferred to the sellers thereof, all indemnities, earnouts and other contingent payment obligations to, and the aggregate amounts paid or to be paid under noncompete, consulting and other affiliated agreements with, the sellers thereof, all write-downs of property and assets and reserves for liabilities with respect thereto and all assumptions of debt, liabilities and other obligations in connection therewith (other than ordinary course liabilities and obligations)) paid by or on behalf of the Borrower and its Subsidiaries for any such purchase or other acquisition, when added to the total consideration paid by or on behalf of the Borrower and its Subsidiaries for all other purchases and other acquisitions made by the Borrower and its Subsidiaries after the Effective Date pursuant to this clause (vii), shall not exceed $10,000,000; provided that immediately after giving effect to any such Investment the Revolving Credit Commitments of the Revolving Credit Lenders at such time shall exceed the aggregate amount of Advances (other than Term Advances) outstanding at such time by at least $5,000,000; (1) immediately before and immediately after giving pro forma effect to any such purchase or other acquisition, no Default shall have occurred and be continuing, (2) immediately after giving effect theretoto such purchase or other acquisition, the Parent and its Subsidiaries shall be in pro forma compliance with all of the covenants set forth in Section 5.04, and, to the extent the cash and non-cash consideration (as determined in clause (D) above) paid by or on behalf of the Borrower and its Subsidiaries for any such purchase or other acquisition shall be in excess of $10,000,000, the Administrative Agent shall have received reasonable projections demonstrating pro forma compliance with such covenants through the Termination Date in respect of the Term Facility, such compliance to be determined on the basis of the financial statements most recently required to be delivered to the Administrative Agent and the Lender Parties pursuant to Section 5.03(b) or (c), as the case may be, as though such purchase or other acquisition had been consummated as of the first day of the fiscal period covered thereby, and (3) such assets or such entity being acquired, on a pro forma basis shall contribute positively to net income of the Parent and its Subsidiaries (as adjusted for non-cash expenses) and shall generate free cash flow; and (F) Such Loan Party shall have delivered to the Administrative Agent, on behalf of the Lender Parties, at least five Business Days prior to the date on which any such purchase or other acquisition is to be consummated, a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in this clause (vii) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition; (viii) Investments by the Borrower and its Subsidiaries not otherwise permitted under this Section 5.02(f) in an aggregate amount not to exceed $3,000,000; provided that, with respect to each Investment made pursuant to this clause (viii): (A) such Investment shall not include or result in any contingent liabilities that could reasonably be expected to be material to the business, financial condition, operations or prospects of the Parent and its Subsidiaries, taken as a whole (as determined in good faith by the board of directors (or persons performing similar functions) of the Parent or such Subsidiary if the board of directors is otherwise approving such transaction and, in each other case, by the chief executive or financial officer of the Parent); (B) such Investment shall be in property and assets which are part of, or in lines of business which are, substantially in the newspaper publishing business; (C) any determination of the amount of such Investment shall include all cash and noncash consideration (including, without limitation, the fair market value of all Equity Interests issued or transferred to the sellers thereof, all indemnities, earnouts and other contingent payment obligations to, and the aggregate amounts paid or to be paid under noncompete, consulting and other affiliated agreements with, the sellers thereof, all write-downs of property and assets and reserves for liabilities with respect thereto and all assumptions of debt, liabilities and other obligations in connection therewith (other than ordinary course liabilities and obligations)) paid by or on behalf of the Parent and its Subsidiaries in connection with such Investment; and (D) (1) immediately before and immediately after giving pro forma effect to any such purchase or other acquisition, no Default shall have occurred and be continuing or would result therefrom; and (C) any company or business acquired or invested in pursuant to this clause (v) shall be in the same line of business as the business of the Parent or any of its Subsidiaries or shall be engaged in an ancillary or related business; provided, further, still, that, if (1) any such Investment is made with a combination of cash and shares, stock or other securities of the Parent or any of its Subsidiaries and (2) immediately after giving effect to such purchase or other acquisition, the Parent and its Subsidiaries shall be in pro forma compliance with all of the covenants set forth in Section 5.04, such compliance to be determined on the basis of the financial statements most recently required to be delivered to the Administrative Agent and the Lender Parties pursuant to Section 5.03(b) or (c), as the case may be, as though such Investment results in had been consummated as of the Debt Rating being downgraded by more than one level, then first day of the Applicable Margin shall increase by 0.50% per annum; (vi) extension of trade credit in the ordinary course of businessfiscal period covered thereby; and (viiix) an Investment through the acquisition by the Parent or any of its Subsidiaries of all of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such acquisition; or (B) the Required Lenders consent to such acquisition; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that the calculations referred to in clauses (A)(1) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual Investment to which such calculations shall apply, provided, however, that, if such combination results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumPermitted Asset Exchange.

Investments in Other Persons. Other than as required to consummate the Merger TransactionsThe Borrower shall not, make or hold, or and shall not permit any of its Subsidiaries to to, directly or indirectly make or hold, maintain any Investment in any PersonInvestment, except: (i) equity Investments by the Parent and its Subsidiaries in their Subsidiaries outstanding on the date hereof and additional Investments in Loan Parties; (ii) loans and advances to employees in the ordinary course of the business of the Parent and its Subsidiaries in an aggregate principal amount not to exceed $1,000,000 at any time outstanding; (iii) Investments in Cash Equivalents; (iva) Investments existing on the date hereof of this Agreement and described disclosed on Schedule 4.01(y) hereto7.7 (Existing Investments); (vb) other Investments in an aggregate cash amount invested not and Cash Equivalents held in a Cash Collateral Account or a Control Account with respect to exceed $10,000,000 plus 50% which the Lender has a perfected Lien or in the accounts permitted to be maintained pursuant to the Subordinated Pledge and Security Agreement; (c) Investments in accounts, contract rights and chattel paper (each as defined in the UCC), notes receivable and similar items arising or acquired from the sale of Inventory in the ordinary course of business consistent with the past practice of the Net Cash Proceeds from Borrower and its Subsidiaries or a new practice approved in writing by the Lender; (d) Investments received in settlement of amounts due to the Borrower or any issuance Subsidiary of Equity Intereststhe Borrower effected in the ordinary course of business; (e) Investments by (i) the Borrower in Pellet, (ii) a Subsidiary of the Borrower in the Borrower or any other Subsidiary of the Borrower, and (iii) the Borrower or Pellet in any other Subsidiary of the Borrower that is not a Material Subsidiary; provided, however, that the consent aggregate outstanding amount of Investments permitted under clause (iii) above shall not exceed one million Dollars ($1,000,000) at any time; (f) Loans or advances to employees of the Required Lenders shall be required for any single Investment in which the cash to be committed or paid exceeds $2,000,000; provided, further, that with respect to Investments made under this clause (v): (A) any newly acquired or organized Subsidiary of the Parent Borrower or any of its Subsidiaries shall be a wholly owned Subsidiary thereof; (B) immediately before and after giving effect thereto, no Default shall have occurred and be continuing or would result therefrom; and (C) any company or business acquired or invested in pursuant to this clause (v) shall be in the same line of business as the business of the Parent or any of its Subsidiaries or shall be engaged in an ancillary or related business; provided, further, still, that, if (1) any such Investment is made with a combination of cash and shares, stock or other securities of the Parent or any of its Subsidiaries and (2) such Investment results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum; (vi) extension of trade credit in the ordinary course of business, which loans and advances shall not in the aggregate exceed the aggregate outstanding principal amount of one million Dollars ($1,000,000) at any time; (g) Investments constituting Guaranty Obligations permitted by Section 7.2 (indebtedness); and (viih) an Investment through Investments in joint ventures to the acquisition by the Parent extent permitted under clause (g) or any of its Subsidiaries of all (h) of the outstanding Capital Stock definition of another Person solely "Permitted Investments" in exchange for the Capital Stock Section 1.01 (Definitions) of the Parent and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such acquisition; or (B) the Required Lenders consent to such acquisition; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that the calculations referred to in clauses (A)(1) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual Investment to which such calculations shall apply, provided, however, that, if such combination results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumIndenture.

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, exceptPerson other than: (i) equity Investments by the Parent and its Subsidiaries in their Subsidiaries outstanding on the date hereof and additional Investments in Loan Parties; (ii) loans and advances by the Borrower to its employees in the ordinary course of the its business of the Parent and its Subsidiaries as presently conducted in an aggregate principal amount (determined without regard to any writedowns or write-offs of such loans or advances) not to exceed $1,000,000 250,000 at any time outstanding; (ii) Investments by the Borrower and its Subsidiaries in cash and Cash Equivalents; (iii) Investments by the Borrower in Cash EquivalentsHedge Agreements permitted under Section 5.02(b)(i); (iv) Investments existing on the date hereof Effective Date and described on Schedule 4.01(y4.01(ff) hereto; (v) other Investments Parent, the Borrower and the Borrower's Wholly-Owned Subsidiaries may hold the stock in an aggregate cash amount invested not to exceed $10,000,000 plus 50% of the Net Cash Proceeds from any issuance of Equity Interests; provided, however, that the consent of the Required Lenders shall be required for any single Investment in which the cash to be committed or paid exceeds $2,000,000; provided, further, that with respect to Investments made under this clause (v): (A) any newly acquired or organized Subsidiary of the Parent or any of its Subsidiaries shall be a wholly owned Subsidiary thereof; (B) immediately before and after giving effect thereto, no Default shall have occurred and be continuing or would result therefrom; and (C) any company or business acquired or invested in pursuant to this clause (v) shall be in the same line of business as the business of the Parent or any of its Subsidiaries or shall be engaged in an ancillary or related business; provided, further, still, that, if (1) any such Investment is made with a combination of cash and shares, stock or other securities of the Parent or any of its Subsidiaries and (2) such Investment results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumtheir respective Wholly-Owned Subsidiaries; (vi) extension extensions of trade credit in the ordinary course of business; andbusiness and payable or dischargeable in accordance with customary terms; (vii) an the Borrower and its Subsidiaries may acquire and own investments (including notes or other debt obligations or securities) received in connection with the bankruptcy or reorganization of their suppliers and customers and in settlement of delinquent obligations of, or disputes with, their customers or suppliers in the ordinary course of business; (viii) Investments in the Borrower or in a Wholly-Owned Subsidiary of the Borrower provided such Wholly-Owned Subsidiary has delivered a Guarantee in form and substance satisfactory to the Agent; (ix) any Investment through the acquisition by the Parent any Loan Party in a Person, if as a result of such Investment (A) such Person becomes a Wholly-Owned Subsidiary of such Loan Party and a Subsidiary Guarantor or any (B) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its Subsidiaries assets to, or is liquidated into, such Loan Party or a Wholly-Owned Subsidiary of all such Loan Party provided such Wholly-Owned Subsidiary has delivered a Guarantee in form and substance satisfactory to the Agent; (x) Investments made as a result of the outstanding Capital Stock receipt of another Person non-cash consideration from an asset sale that was made pursuant to and in compliance with Section 5.02(d) hereof; (xi) any Subsidiary of the Borrower may make intercompany loans to the Borrower or to any Wholly-Owned Subsidiary of the Borrower, and the Borrower may make intercompany loans to its Wholly-Owned Subsidiaries; (xii) any acquisition of assets solely in exchange for the Capital Stock issuance of the Parent capital stock, or warrants, options and cash other rights to acquire capital stock (but excluding any debt security that is convertible into, or exchangeable for, capital stock), of any Loan Party or any of its Subsidiaries; and (xiii) other Investments in lieu of fractional shares of such Capital Stock; provided, that either any Person having an aggregate fair market value (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding on the date of each such acquisitionInvestment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (2xiii) immediately preceding the date of such acquisitionthat are at any time outstanding, the value of the Current Assets of such Person minus unsecured Debt of such Person not to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least exceed $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such acquisition; or (B) the Required Lenders consent to such acquisition; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that the calculations referred to in clauses (A)(1) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual Investment to which such calculations shall apply, provided, however, that, if such combination results 1,000,000 in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumaggregate.

Investments in Other Persons. Other than as required to consummate the Merger TransactionsFOC will not, and will not permit any Subsidiary to, make any loan or holdadvance to any Person, purchase or permit otherwise acquire any Capital Stock of its Subsidiaries any Person, make any capital contribution to make any Person or hold, any Investment otherwise invest in any Person; provided, excepthowever, that nothing in this section shall prevent any of the following: (ia) equity Investments by the Parent and its Subsidiaries in their Subsidiaries outstanding on the date hereof and additional Investments in Loan PartiesFOC or any Subsidiary from acquiring or holding Cash Equivalents; (iib) loans FOC or any Subsidiary from generating and advances to employees holding accounts receivable in the ordinary course of the business of the Parent and its Subsidiaries in an aggregate principal amount not to exceed $1,000,000 at any time outstandingbusiness; (iiic) Investments in Cash Equivalentsany Credit Party other than the Borrower from making any loan, advance or capital contribution to, or other investment in, any other Credit Party; (ivd) Investments existing on so long as no Default has occurred and is continuing or would be caused thereby, the date hereof and described on Schedule 4.01(y) heretoBorrower from making any loan, advance or capital contribution to, or other investment in, any other Credit Party; (e) the Borrower from making any loan or advance to or on behalf of FOC for selling, general and administrative expenses properly incurred by FOC, including for (i) salaries and benefits, (ii) office space, (iii) travel and entertainment, (iv) payments to directors and (v) audit and other Investments in an aggregate cash amount invested not to exceed $10,000,000 plus 50% of the Net Cash Proceeds from any issuance of Equity Interestsprofessional services; provided, however, that the consent aggregate amount of such loans and advances outstanding at any time may not exceed $10,000,000 and that FOC must repay each such loan or advance in cash by the end of the Required Lenders shall be required for any single Investment second calendar month after the calendar month in which the cash to be committed such loan or paid exceeds $2,000,000; provided, further, that with respect to Investments made under this clause (v): (A) any newly acquired or organized Subsidiary of the Parent or any of its Subsidiaries shall be a wholly owned Subsidiary thereof; (B) immediately before and after giving effect thereto, no Default shall have occurred and be continuing or would result therefrom; and (C) any company or business acquired or invested in pursuant to this clause (v) shall be in the same line of business as the business of the Parent or any of its Subsidiaries or shall be engaged in an ancillary or related business; provided, further, still, that, if (1) any such Investment is made with a combination of cash and shares, stock or other securities of the Parent or any of its Subsidiaries and (2) such Investment results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumadvance was made; (vif) extension of trade credit in the ordinary course of business; and (vii) an Investment through the acquisition by the Parent or any of its Subsidiaries of all of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person Subsidiary from making any payment to be assumed in such acquisition minus Capitalized Leases of such Person FOC from time to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such acquisition; or (B) the Required Lenders consent time equal to such acquisitionSubsidiary’s liability to FOC pursuant to such Subsidiary’s tax-sharing arrangement with FOC; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that the calculations referred to in clauses (A)(1) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual Investment to which such calculations shall apply, provided, however, that, that no such payment shall exceed any Subsidiary’s current tax liability that would otherwise be payable to the United States Internal Revenue Service or another appropriate Governmental Person if such combination results Subsidiary were required to pay taxes on an unconsolidated, stand-alone basis; or (g) in addition to the Debt Rating being downgraded by more than one levelforegoing, then FOC or any Subsidiary from making other investments after June 30, 2008 in activities or businesses relating to the Applicable Margin shall increase by 0.50% per annumcurrent activities and businesses of FOC and its Subsidiaries, up to a cumulative aggregate amount of $10,000,000 on a consolidated basis.

Investments in Other Persons. Other than as required to consummate After the Merger Transactionsdate hereof, make or holdmake, or permit any of its Subsidiaries to make or holdmake, any loan or advance or gift to, or Investment in in, any other Person, except: or purchase or otherwise acquire, or permit any of its Subsidiaries to purchase or otherwise acquire, any shares of capital stock, obligations or other securities, or make any capital contribution to, or otherwise Invest in or acquire, any other Person (whether through merger, consolidation, combination or otherwise), except for (i) equity Investments Permitted Investments, (ii) loans or advances by a Subsidiary of the Borrower to the Borrower, by the Parent Borrower to any Subsidiary of the Borrower or by any Subsidiary of the Borrower to another Subsidiary of the Borrower, (iii) Permitted Acquisitions, (iv) employee loans and advances, (v) capital contributions by the Borrower to a Subsidiary of the Borrower or by any Subsidiary of the Borrower; (vi) Investments in any Person whose business is connected or related to the Borrower's (including its Subsidiaries in their Subsidiaries outstanding on Subsidiaries') existing or related line of business, PROVIDED, the aggregate amount of Investments under this subclause (vi) made after the date hereof and additional Investments in Loan Parties; (ii) loans and advances to employees in the ordinary course of the business of the Parent and its Subsidiaries in an aggregate principal amount not to exceed $1,000,000 outstanding at any time outstanding; (iii) Investments in Cash Equivalents; (iv) Investments existing on the date hereof and described on Schedule 4.01(y) hereto; (v) other Investments in an aggregate cash amount invested does not to exceed $10,000,000 plus 50% of the Net Cash Proceeds from any issuance of Equity Interests; provided, however, that the consent of the Required Lenders shall be required for any single Investment in which the cash to be committed or paid exceeds $2,000,000; provided, further, that with respect to Investments made under this clause (v): (A) any newly acquired or organized Subsidiary for Investments made prior to the end of the Parent or any of its Subsidiaries shall be a wholly owned Subsidiary thereof; Borrower's 1995 Fiscal Year, $50,000,000 and (B) immediately before and for Investments made after giving effect theretothe end of the Borrower's 1995 Fiscal Year, no Default shall a sum equal to (1) $50,000,000 plus (2) $50,000,000 multiplied by the number of the Borrower's Fiscal Years that have occurred and be continuing commenced since the end of the Borrower's 1995 Fiscal Year; (vii) tax-advantaged Investments (whether through debt, equity, partnership interests or would result therefromotherwise) in low-income housing not aggregating in excess of $10,000,000 at any time; (viii) Investments not otherwise permitted by clauses (i) through (vii) hereof not in excess of $10,000,000 at any time; and (Cix) loans, advances, guarantees or Investments which arise in connection with the sale, transfer or other disposition of any business, shares of capital stock or assets of any Subsidiary or affiliated company or business acquired or invested in pursuant to this clause (votherwise permitted by Section 5.02(e) shall be in the same line of business hereof as the business part of the Parent consideration for such sale, transfer or any disposition." (k) Subsection (b) of its Subsidiaries or shall be engaged in an ancillary or related business; provided, further, still, that, if (1) any such Investment is made with a combination of cash and shares, stock or other securities Section 5.03 of the Parent or any of its Subsidiaries and (2) such Investment results Credit Agreement is hereby amended in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum; (vi) extension of trade credit in the ordinary course of business; and (vii) an Investment through the acquisition by the Parent or any of its Subsidiaries of all of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such acquisition; or (B) the Required Lenders consent to such acquisition; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that the calculations referred to in clauses (A)(1) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent read as a result of any individual Investment to which such calculations shall apply, provided, however, that, if such combination results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum.follows:

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, exceptPerson other than: (i) equity Investments by the Parent Company and its Subsidiaries in their Subsidiaries outstanding on the date hereof and additional Investments in Loan Partiesother investments existing on the date hereof; (ii) loans and advances to employees in the ordinary course of the business of the Parent Company and its Subsidiaries as presently conducted in an aggregate principal amount not to exceed $1,000,000 10,000,000 at any time outstanding; (iii) Investments in Cash EquivalentsMarketable Securities; (iv) Investments existing on the date hereof and described on Schedule 4.01(y) heretoconsisting of intercompany Debt; (v) Investments received in connection with the bankruptcy or reorganization of suppliers and customers and the compromise or settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business; (vi) warrants received from and minority equity interests in, customers of and vendors to the Company and its Subsidiaries so long as no cash is expended by the Company or any of its Subsidiaries to purchase any of the foregoing; (vii) minority interests received in connection with the sale or disposition of any assets of the Company or its Subsidiaries; (viii) other Investments in an aggregate cash amount invested not to exceed $10,000,000 plus 50% 1,000,000,000 or, after Consolidated EBITDA of the Net Cash Proceeds from any issuance of Equity Interests; provided, however, that the consent of the Required Lenders shall be required Company and its Subsidiaries for any single Investment in which the cash to be committed period of twelve consecutive months equals or paid exceeds $2,000,000750,000,000 and thereafter, $1,500,000,000; provided, further, that with respect to Investments made under this clause provided that: (v): (A) any newly acquired or organized Subsidiary of the Parent or any of its Subsidiaries shall be a wholly owned Subsidiary thereof; (B1) immediately before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom; and (C2) any company or business acquired or invested in pursuant to this clause (vviii) shall be in the same line of business as the business of the Parent Company or any of its Subsidiaries or shall be engaged in an ancillary or reasonably related business; provided, further, still, that, if (1) any such Investment is made with a combination of cash and shares, stock or other securities of the Parent or any of its Subsidiaries and (2) such Investment results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum; (vi) extension of trade credit in the ordinary course of business; and (vii) an Investment through the acquisition by the Parent or any of its Subsidiaries of all of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such acquisition; or (B) the Required Lenders consent to such acquisition; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that the calculations referred to in clauses (A)(1) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual Investment to which such calculations shall apply, provided, however, that, if such combination results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumthereto.

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make Make or hold, or permit any of its Restricted Subsidiaries to make or hold, any Investment in any Person, except: (i) (A) equity Investments by the Parent Borrower and its Restricted Subsidiaries in their Restricted Subsidiaries outstanding on the date hereof and (B) additional equity Investments in Loan Parties; (ii) loans and advances to employees in Investments by the ordinary course of the business of the Parent Borrower and its Restricted Subsidiaries in an aggregate principal amount not to exceed $1,000,000 at any time outstanding; (iii) Investments in Cash Equivalents; (iviii) Investments existing on the date hereof and described on Schedule 4.01(y) hereto; (iv) Investments by the Borrower in Hedge Agreements permitted under Section 5.02(b)(i)(A); (v) Investments consisting of intercompany Debt permitted under Section 5.02(b); (vi) Extensions of trade credit in the ordinary course of business; (vii) Promissory notes and other similar non-cash consideration received by the Borrower and any Loan Party in connection with the Dispositions permitted by Section 5.02(e); (viii) Loans and advances in the ordinary course of business to vendors or suppliers of the Borrower and any other Loan Party or relating to relocation expenses; (ix) Investments in Permitted Acquisitions, provided that Acquisitions qualifying under clause (c) of the definition thereof and constituting Limited Joint Ventures shall not exceed $10,000,000 in the aggregate in any given Measurement Period; (x) Loans or other advances under the Commission Advance Program to, or on account of errors and omissions insurance premium payments for, employees and/or agents; (xi) Investments by the Borrower or one or more Restricted Subsidiaries in a Limited Purpose Subsidiary to facilitate the acquisition of certain real property (and capital expenditures relating to such real property), which real property shall be acquired with the expectation that it be sold (directly or indirectly) to GXXX in accordance with Section 5.02(e)(v)(A) on or before September 30, 2008 or otherwise in accordance with Section 5.01(r), provided that any such Investments by the Borrower or one or more Restricted Subsidiaries are made on or before the earlier of (A) the date on which such real property is sold in accordance with Section 5.02(e)(v) and (B) September 30, 2008; (xii) Investments by the Borrower and its Restricted Subsidiaries not otherwise permitted under this Section 5.02(f) in an aggregate cash amount invested not to exceed $10,000,000 plus 50% of the Net Cash Proceeds from any issuance of Equity Interests; provided1,000,000, howeverprovided that, that the consent of the Required Lenders shall be required for any single Investment in which the cash to be committed or paid exceeds $2,000,000; provided, further, that with respect to Investments each Investment made under pursuant to this clause (v): xii): (A) such Investment shall not include or result in any newly acquired contingent liabilities that could reasonably be expected to be material to the business, financial condition, operations or organized Subsidiary prospects of the Parent Borrower and its Restricted Subsidiaries, taken as a whole (as determined in good faith by the board of directors (or any persons performing similar functions) of its Subsidiaries the Borrower or such Restricted Subsidiary if the board of directors is otherwise approving such transaction and, in each other case, by a Responsible Officer); (B) such Investment shall be a wholly owned Subsidiary in property and assets which are part of, or in lines of business which are, substantially the same lines of business as one or more of the principal businesses of the Borrower and its Restricted Subsidiaries in the ordinary course; (C) any determination of the amount of such Investment shall include all cash and noncash consideration (including, without limitation, the fair market value of all Equity Interests issued or transferred to the sellers thereof, all indemnities, earnouts and other contingent payment obligations to, and the aggregate amounts paid or to be paid under noncompete, consulting and other affiliated agreements with, the sellers thereof, all write-downs of property and assets and reserves for liabilities with respect thereto and all assumptions of debt, liabilities and other obligations in connection therewith) paid by or on behalf of the Borrower and its Restricted Subsidiaries in connection with such Investment; and (BD) (1) immediately before and immediately after giving pro forma effect theretoto any such purchase or other acquisition, no Default shall have occurred and be continuing or would result therefrom; and (C) any company or business acquired or invested in pursuant to this clause (v) shall be in the same line of business as the business of the Parent or any of its Subsidiaries or shall be engaged in an ancillary or related business; provided, further, still, that, if (1) any such Investment is made with a combination of cash and shares, stock or other securities of the Parent or any of its Subsidiaries and (2) immediately after giving effect to such purchase or other acquisition, the Borrower and its Restricted Subsidiaries shall be in pro forma compliance with the covenants set forth in Section 5.04, such compliance to be determined on the basis of the financial statements and other financial information most recently delivered to the Administrative Agent and the Lender Parties pursuant to Section 5.03 as though such Investment results in had been consummated as of the Debt Rating being downgraded by more than one level, then first day of the Applicable Margin shall increase by 0.50% per annum; (vi) extension of trade credit in the ordinary course of businessfiscal period covered thereby; and (viixiii) an Investment through the acquisition Investments by the Parent or any of Borrower and its Restricted Subsidiaries of all of in warrants (trading under the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent and cash in lieu of fractional ticker symbol GXX.XX) representing rights to purchase shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, common stock of GXXX in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person an aggregate amount not to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least exceed $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such acquisition; or (B) the Required Lenders consent to such acquisition; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that the calculations referred to in clauses (A)(1) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual Investment to which such calculations shall apply, provided, however, that, if such combination results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum3,500,000.

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, except: (i) equity Investments by the Parent and its Subsidiaries in their Subsidiaries outstanding on the date hereof and additional Investments in Loan Parties; (ii) loans and advances to employees in the ordinary course of the business of the Parent and its Subsidiaries in an aggregate principal amount not to exceed $1,000,000 at any time outstanding; (iii) Investments in Cash Equivalents; (iv) Investments existing on the date hereof and described on Schedule 4.01(y) hereto; (v) other Investments (including, without limitation, Investments in acquisitions permitted by Section 5.02(a)(v)) in an aggregate cash amount invested not to exceed $10,000,000 150,000,000 plus 50% of the Net Cash Proceeds from any issuance of Equity Interests; provided, however, however that the Administrative Agent's consent of the Required Lenders shall be required for any single Investment in which the cash to be committed or paid exceeds $2,000,00010,000,000; provided, further, further that with respect to Investments made under this clause (v): (A1) any newly acquired or organized Subsidiary of the Parent or any of its Subsidiaries shall be a wholly owned Subsidiary thereof; (B2) immediately before and after giving effect thereto, no Default shall have occurred and be continuing or would result therefrom; and (C3) any company or business acquired or invested in pursuant to this clause (v) shall be in the same line of business as the business of the Parent or any of its Subsidiaries or shall be engaged in an ancillary or related business; provided, further, still, further still that, if (1i) any such Investment is made with a combination of cash and shares, stock or other securities of the Parent or any of its Subsidiaries and (2ii) such Investment results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum;. (vi) extension of trade credit in the ordinary course of business; and (vii) an Investment through the acquisition by shares, stock or other securities of any Person received in exchange for shares, stock or other securities of the Parent or any of its Subsidiaries of all of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent and cash in lieu of fractional shares of such Capital StockSubsidiaries; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such acquisition; or (B) the Required Lenders consent to such acquisition; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that the calculations referred to in clauses (A)(1) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual Investment to which such calculations shall apply, provided, however, however that, if such combination results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum.

Investments in Other Persons. Other than as required to consummate Neither CEI nor the Merger Transactions, Borrower shall make or hold, or permit any other member of its Subsidiaries the CEI Group to make or hold, any Investment in any Person, except: (ia) equity Investments by members of the Parent and its Subsidiaries in their Subsidiaries CEI Group existing or outstanding on the date hereof and additional Investments in Loan Partieshereof; (iib) Investments in the form of working capital loans, subordinated to the Obligations outstanding under the Financing Documents pursuant to documentation satisfactory to the Administrative Agent, in members of the CEI Group having a direct ownership interest in the Roxboro Project, Southport Project, Hopewell Project or Portsmouth Project in an aggregate amount at any time outstanding not to exceed $2,500,000 and not to exceed $1,000,000 in respect of the Roxboro Project, Southport Project, Hopewell Project or Portsmouth Project individually; (c) loans and advances to employees (except employees who are also stockholders of any member of the CEI Group, in which case, any such loans or advances are prohibited) in the ordinary course of the business of such member of the Parent and its Subsidiaries CEI Group as presently conducted in an aggregate principal amount not to exceed $1,000,000 200,000 at any time outstanding; , provided that such limitation shall not apply to (iiii) Investments in Cash Equivalents; (iv) Investments existing on the date hereof loans and described on Schedule 4.01(y) hereto; (v) other Investments in an aggregate cash amount invested not to exceed $10,000,000 plus 50% of the Net Cash Proceeds advances which are made from any issuance of Equity Interests; provided, however, that the consent of the Required Lenders shall be required for any single Investment in which the cash to be committed such employee's 401(k) account or paid exceeds $2,000,000; provided, further, that with respect to Investments made under this clause (v): (A) any newly acquired other similar retirement benefit plan or organized Subsidiary of the Parent or any of its Subsidiaries shall be a wholly owned Subsidiary thereof; (B) immediately before and after giving effect thereto, no Default shall have occurred and be continuing or would result therefrom; defined contribution plan and (Cii) any company or advances related to reasonable and customary business acquired or invested in pursuant to this clause (v) shall be in the same line of business as the business of the Parent or any of its Subsidiaries or shall be engaged in an ancillary or related business; provided, further, still, that, if (1) any such Investment is made with a combination of cash and shares, stock or other securities of the Parent or any of its Subsidiaries and (2) such Investment results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum; (vi) extension of trade credit travel expenses incurred in the ordinary course of business; (d) Investments in accounts, contract rights and chattel paper (each as defined in the Uniform Commercial Code), notes receivable and similar items arising or acquired in the ordinary course of business consistent with the past practice; (e) Investments in Temporary Cash Investments; (f) Investments in Subsidiaries of CEI resulting from drawings under, or renewals or extensions of, letters of credit, surety bonds, Guaranties or performance bonds supporting obligations of such Subsidiaries issued and outstanding on the Closing Date (including renewals and extensions thereof) and Investments in Subsidiaries of CEI to cash collateralize obligations supported by such letters of credit, bonds or Guaranties if they expire or are cancelled undrawn; (g) Investments in any non-cash proceeds received in connection with any transaction permitted by the provisions of Section 7.07; (h) Investments by CEI in the form of payments, redemptions or repurchases of the 8.10% Senior Notes made with the proceeds of Tranche C Term Loans in accordance with Section 4.17(a)(vi); and (viii) an Investment through Investments received in connection with the acquisition by the Parent bankruptcy or any reorganization of, or settlement of its Subsidiaries of all of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent delinquent accounts and cash in lieu of fractional shares of such Capital Stock; provideddisputes with, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such acquisition; or (B) the Required Lenders consent to such acquisition; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that the calculations referred to in clauses (A)(1) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of a default by, customers or suppliers to, or co-investors in, any individual Investment to which such calculations shall apply, provided, however, that, if such combination results in member of the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumCEI Group.

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make Make or hold, or permit any of its Restricted Subsidiaries to make or hold, any Investment in any Person, except: (i) equity Investments by the Parent Borrower and its Restricted Subsidiaries in their Subsidiaries outstanding on the date hereof and additional Investments in Loan PartiesEffective Date; (ii) loans and advances to employees in the ordinary course of the business of the Parent Borrower and its Restricted Subsidiaries as presently conducted (x) solely for the purpose of enabling such employees to exercise stock options in respect of Equity Interests of the Borrower which have been granted to them by the Borrower in the ordinary course of business (as aforesaid) or (y) for any other purpose in an aggregate principal amount (in the case of this clause (y) only) not to exceed $1,000,000 15,000,000 at any time outstanding; (iii) Investments by the Borrower and its Restricted Subsidiaries in Cash Equivalents; (iv) Investments existing on the date hereof Effective Date and described on Schedule 4.01(y) hereto4.1(w); (v) other Investments by the Borrower in an aggregate cash amount invested not to exceed $10,000,000 plus 50% of the Net Cash Proceeds from any issuance of Equity Interests; provided, however, that the consent of the Required Lenders shall be required for any single Investment in which the cash to be committed or paid exceeds $2,000,000; provided, further, that with respect to Hedge Agreements permitted under Section 5.2(b)(vii); (vi) Investments made under this clause (v): consisting (A) any newly acquired of intercompany Debt permitted under clauses (ii), (iii) and (iv) of Section 5.2(b) (B) Dispositions of assets permitted under clause (viii) of Section 5.2(e) or organized Subsidiary of (C) capital contributions or other Investments made by the Parent Borrower or any of its Restricted Subsidiaries in any Wholly-Owned Restricted Subsidiary, the proceeds of which, in each case, are used for working capital purposes and for Capital Expenditures; (vii) Investments made after the Effective Date (x) in any Permitted Acquisition made for consideration in cash or in contribution of assets (to the extent permitted by Section 5.2(e)); provided, that the sum of (1) the outstanding Affiliate Restricted Investment Amount plus (2) the aggregate cash consideration and the Fair Market Value of all assets contributed for all such Permitted Acquisitions made pursuant to this clause (x) on or after the Effective Date shall be a wholly owned Subsidiary thereofnot at any time exceed the sum of the Maximum Restricted Investment Amount plus $75,000,000, or (y) in Non Wholly-Owned Affiliates; provided, that (A) after giving effect to any such Investment pursuant to this clause (y), the Affiliate Restricted Investment Amount shall not exceed the Maximum Restricted Investment Amount, (B) immediately before and after giving effect theretoat the time such Investment is made, no Default shall have occurred and be continuing or would result therefrom; therefrom and (C) any company or business acquired or invested in pursuant to this clause (v) shall be in the same line of business as the business of the Parent or any of its Subsidiaries or shall be engaged in an ancillary or related business; provided, further, still, that, if (1) any extent that such Investment is made constitutes Debt of a Non Wholly-Owned Affiliate owing to a Domestic Loan Party, such Debt shall constitute Pledged Debt and be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent (the outstanding amount of which shall at all times be documented by the Borrower in accordance with a combination of cash and shares, stock or other securities of the Parent or any of its Subsidiaries and (2) such Investment results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumSection 5.1(q)); (viviii) extension Investments received (A) in satisfaction of trade credit judgments and (B) as payment on a claim made in connection with any bankruptcy, liquidation, receivership or other insolvent proceeding; (ix) Investments in (A) negotiable instruments held for collection within the ordinary course of business, (B) accounts receivable arising in the ordinary course of business (and Investments obtained in exchange or settlement of accounts receivable for which the Borrower or such Subsidiary has determined collection is not likely) and (C) operating leases, deposits, utility and workers' compensation, performance and other similar deposits arising in the ordinary course of business; and; (viix) an Investment through Investments made (in addition to those permitted under clause (b)(vii) above) from (A) the acquisition by Net Cash Proceeds received from the Parent issuance of, or any of its Subsidiaries of all of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent and cash for, Equity Interests in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such acquisition; or (B) up to 50% of Net Cash Proceeds of the Required Lenders consent incurrence or issuance of Subordinated Debt pursuant to such acquisitionSection 5.2(b)(v) used (in respect of this clause (B) only) in making Permitted Acquisitions; provided, that, in provided that (if any such case, Investment is made pursuant to this clause (x)) any Person so acquired shall be a such Net Cash Proceeds are in each case used within 120 days after the receipt thereof to make such Investments; (xi) Investments received by the Borrower or such Restricted Subsidiary Guarantor; provided, further, that in connection with the calculations referred to in clauses (A)(1) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries bankruptcy or reorganization of the Parent as a result of any individual Investment to which such calculations shall apply, provided, however, that, if such combination results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum.customers and

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make Make or hold, or permit any of its Subsidiaries (other than any Regulated Subsidiary or any AESC Company) to make or hold, any Investment in any Person, except: (iA) equity Investments outstanding as of the date hereof by the Parent AYE and its Subsidiaries in their respective Subsidiaries outstanding on or Affiliates, (B) equity Investments after the date hereof in direct or indirect Subsidiaries of AYE, (C) Investments after the date hereof in direct or indirect Subsidiaries of AYE consisting of intercompany Debt and (D) Investments after the date hereof in the AESC Companies consisting of purchases or other acquisitions of Assets from such AESC Companies; provided (1) with respect to clauses (B), (C) and (D), AYE shall not be permitted to make any additional equity Investment in any AESC Company or any additional Investment in any AESC Company consisting of intercompany Debt or the purchase or other acquisition of Assets from such AESC Company unless the aggregate amount of the Unused Commitments shall be equal to or greater than $100,000,000 after giving pro forma effect to such additional Investment and (2) Services Corp shall be permitted to make Investments in Loan Partiesany AESC Company to the extent of permitted Services Corp AESC Debt; (ii) loans and advances to its employees (or, in the case of Services Corp, employees of AYE or any of its Subsidiaries) in the ordinary course of the its business of the Parent and its Subsidiaries as presently conducted in an aggregate principal amount amount, not to exceed $1,000,000 2,000,000 at any time outstanding; (iii) Investments in Cash Equivalents; (iv) Investments existing on the date hereof in Hedge Agreements and described on Schedule 4.01(y) heretoCommodity Hedge Agreements permitted pursuant to Section 5.02(b)(v); (v) Investments in Subsidiaries of AYE resulting from drawings under, or renewals or extensions of letters of credit (including Letters of Credit), surety bonds, Contingent Obligations or performance bonds supporting obligations of such Subsidiaries incurred in the ordinary course of business but in any event not for speculative obligations of such Subsidiaries, provided that the aggregate amount of Investments in AESC Companies resulting from drawings under letters of credit (including Letters of Credit) outstanding at any time shall not exceed $175,000,000; (vi) Investments in any non-cash proceeds received by AYE or any Subsidiary of AYE in connection with any sale, transfer or other disposition of any Asset to the extent permitted under Section 5.02(e); (vii) 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; (viii) Investments not otherwise permitted under this Section 5.02(f) existing on the Closing Date; (ix) Investments by AYE and its Subsidiaries not otherwise permitted under this Section 5.02(f) in an aggregate cash amount invested not to exceed $10,000,000 100,000,000 plus 50% an amount equal to the total of (a) the aggregate principal amount of the Term Facility optionally prepaid by AYE pursuant to Section 2.06(a), (b) the aggregate amount of any optional prepayments of Revolving Advances by AYE pursuant to Section 2.06(a) if and to the extent the Revolving Commitments are terminated by AYE pursuant to Section 2.05(a) concurrently with, and in an amount equal to, such prepayment, and (c) the Net Cash Proceeds from received by AYE as a result of any sale, transfer or other disposition of any Assets or issuance of any Equity InterestsInterests after the Closing Date by AYE or its Subsidiaries (and which have not been applied to prepay the Advances or cancel the Commitments pursuant to clause (a) or (b) above) at any one time; provided, however, that the consent of the Required Lenders shall be required for any single Investment in which the cash to be committed or paid exceeds $2,000,000; provided, further, provided that with respect to Investments each Investment made under pursuant to this clause (vSection 5.02(f)(ix): (A) such Investment shall not include or result in any newly acquired contingent liabilities that could reasonably be expected to be material to the business, financial condition, operations or organized prospects of AYE and its Subsidiaries, taken as a whole (as determined in good faith by the board of directors (or persons performing similar functions) of AYE or such Subsidiary if the board of the Parent or any of its Subsidiaries shall be directors is otherwise approving such transaction and, in each other case, by a wholly owned Subsidiary thereofResponsible Officer); (B) such Investment shall be in Assets which are part of, or in lines of business which are in or reasonably related to, the electric power generation, transmission, distribution and/or energy trading businesses; (C) any determination of the amount of such Investment shall include all cash and noncash consideration (including, without limitation, the Fair Market Value of all Equity Interests issued or transferred to the sellers thereof, all indemnities, earnouts and other contingent payment obligations to, and the aggregate amounts paid or to be paid under noncompete, consulting and other affiliated agreements with, the sellers thereof, all write-downs of Assets and reserves for liabilities with respect thereto and all assumptions of debt, liabilities and other obligations in connection therewith) paid by or on behalf of AYE and its Subsidiaries in connection with such Investment; and (D)(1) immediately before and after giving pro forma effect theretoto any such purchase or other acquisition, no Default shall have occurred and be continuing and (2) immediately after giving effect to such purchase or would result therefromother acquisition AYE and its Subsidiaries shall be in pro forma compliance with all of the covenants set forth in Section 5.04, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent pursuant to Section 5.03(b) or 5.03(c) as though such Investment had been consummated as of the first day of the fiscal period covered thereby; (x) Investments by AYE and its Subsidiaries in Joint Ventures, any Buffalo Creek SPV and the Buffalo Reserve Project in an aggregate amount not to exceed $75,000,000; and provided that this Section 5.02(f) shall not prohibit (A) any repurchase of Debt of AYE by AYE or any repurchase of Debt of any Subsidiary of AYE by such Subsidiary, in each case, to the extent such repurchase is not otherwise prohibited by the other provisions in this Agreement, (B) any purchase or acquisition of Intangible Transition Property, Environmental Control Property or other Assets subject to a Permitted Securitization or subject to an Asset sale, lease, transfer, swap or exchange, in each case, permitted by Section 5.02(e)(viii), (C) any company capital contribution to any Securitization SPV with respect to any Permitted Securitization and (D) the repurchase or business acquired other acquisition of shares of, or invested in pursuant options to this clause (v) shall be in purchase shares of, the same line capital stock and stock units of business as the business AYE from employees, former employees, directors and former directors of the Parent AYE or any Subsidiary of its Subsidiaries or shall be engaged in an ancillary or related businessAYE; provided, further, still, that, if (1) any such Investment is made with a combination of cash and shares, stock or other securities of the Parent or any of its Subsidiaries and (2) such Investment results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum; (vi) extension of trade credit in the ordinary course of business; and (vii) an Investment through the acquisition by the Parent or any of its Subsidiaries of all of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the Administrative Agent provided that the Minimum Required Synergies shall be achieved prior to the date of such acquisition; or (B) the Required Lenders consent to such acquisition; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that the calculations referred to in clauses (A)(1) and (A)(2) above shall be made on a Consolidated basis aggregate consideration paid with respect to all Persons that such repurchases and acquisitions since May 1, 2006 shall become Subsidiaries of the Parent as a result of any individual Investment to which such calculations shall apply, provided, however, that, if such combination results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumnot exceed $5,000,000.

Investments in Other Persons. Other than as required to consummate the Merger TransactionsPurchase, acquire, make or hold, or permit any of its Material Subsidiaries to purchase, acquire, make or hold, any Investment in any Person, except: (i) equity Investments by unless immediately before and immediately after giving pro forma effect to such Investment, the Parent and its Subsidiaries Borrower shall be in their Subsidiaries outstanding pro forma compliance with all financial covenants set forth in Section 5.04, such compliance to be determined on the date hereof and additional Investments in Loan Parties; (ii) loans and advances to employees in the ordinary course basis of the business Required Financial Information delivered to the Administrative Agent and the Lender Parties as though such Investment was made as of the Parent and its Subsidiaries in an aggregate principal amount not to exceed $1,000,000 at any time outstanding; (iii) Investments in Cash Equivalents; (iv) Investments existing on the date hereof and described on Schedule 4.01(y) hereto; (v) other Investments in an aggregate cash amount invested not to exceed $10,000,000 plus 50% first day of the Net Cash Proceeds from any issuance of Equity Interestsfour Fiscal Quarter period most recently ended; provided, however, that the consent of the Required Lenders shall be required for any single Investment in which the cash to be committed or paid exceeds $2,000,000; provided, further, that with respect to Investments made under this clause (v): (A) any newly acquired or organized Subsidiary of the Parent or any of Borrower and its Subsidiaries shall be a wholly owned Subsidiary thereof; permitted to make the following Investments: (i) Investments existing on the date of this Agreement; (ii) Investments in cash and Cash Equivalents; (iii) Investments by: (A) the Borrower in any of the Material Subsidiaries; (B) immediately before and after giving effect thereto, no Default shall have occurred and be continuing any of the Subsidiaries of the Borrower in the Borrower or would result therefrom; and any of the Material Subsidiaries; (C) any company or business acquired or invested in pursuant to this clause (v) shall be in the same line of business as the business of the Parent Borrower or any of its the Material Subsidiaries in one or shall be engaged more Immaterial Subsidiaries to the extent the proceeds thereof are used solely to pay costs associated with discontinued operations of such Immaterial Subsidiary; (D) Caremark Inc. and Advance PCS Health L.P. in an ancillary one or related business; provided, further, still, that, if more Securitization Entities (1) any such Investment is made with a combination of cash and shares, stock or other securities of the Parent or any constituting capital contributions of its Subsidiaries accounts receivables and related property and assets to one or more Securitization Entities pursuant to, and in accordance with the requirements of, a Qualified Receivables Securitization or (2) such Investment results evidenced by subordinated notes; and (E) any of the Immaterial Subsidiaries in any of the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumother Immaterial Subsidiaries; (viiv) extension Investments by the Borrower and its Subsidiaries in account debtors received in connection with the bankruptcy or reorganization, or in settlement of trade credit the delinquent obligations of financially troubled suppliers or customers, in the ordinary course of businessbusiness and in accordance with applicable collection and credit policies established by the Borrower or such Subsidiary, as the case may be; and (viiA) an Investment through the acquisition by the Parent or any of its Subsidiaries of all promissory notes, contingent payment obligations and other noncash consideration received as partial payment of the outstanding Capital Stock purchase price of another Person solely any property or assets sold, leased, transferred or otherwise disposed of in exchange for the Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1accordance with Section 5.02(d) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3B) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer common Equity Interests in Persons that cease to constitute Subsidiaries of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such acquisition; or (B) the Required Lenders consent to such acquisition; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that the calculations referred to in clauses (A)(1) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual Investment to which the sale, lease, transfer or other disposition of at least 85% of the common Equity Interests in such calculations shall applySubsidiary pursuant to, providedand in accordance with the terms of, however, that, if such combination results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumSection 5.02(d)(vii).

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, exceptPerson other than: (i) equity Investments existing on the Effective Date and described on Schedule 5.02(e), and any extensions, renewals or reinvestments thereof, so long as the aggregate amount of all Investments pursuant to this clause (measured by the Parent and its Subsidiaries in their Subsidiaries outstanding amount actually invested) is not increased at any time above the amount of such Investments existing on the date hereof and additional Investments in Loan PartiesEffective Date; (ii) loans and advances to employees in the ordinary course of the business of the Parent U.S. Borrower and its Subsidiaries as presently conducted in an aggregate principal amount not to exceed $1,000,000 2,000,000 at any time outstanding and other loans and advances to employees solely for the purchase of capital stock of the U.S. Borrower not to exceed $2,500,000 at any time outstanding, provided that each such loan and advance shall be evidenced by a promissory note which shall be pledged to the Administrative Agent for the benefit of the Secured Parties pursuant to the Guarantee and Collateral Agreement as security for the Obligations of such pledgor hereunder; (iii) Investments by the Borrowers and their Subsidiaries in Cash Equivalents; (iv) Investments existing on by the date hereof and described on Schedule 4.01(y) heretoBorrowers in Hedge Agreements permitted under Section 5.02(b)(i)(C); (v) Investments consisting of intercompany Debt permitted under Section 5.02(b)(ii) and other Investments permitted under this Section 5.02(e) by the Borrowers and their Subsidiaries in an aggregate cash amount invested not to exceed $10,000,000 plus 50% Persons that are Domestic Subsidiaries at the time of the Net Cash Proceeds from any issuance making of Equity Interests; providedsuch Investments; (vi) Investments received in connection with the bankruptcy or reorganization of suppliers or customers and in settlement of delinquent obligations of, howeverand other disputes with, that customers arising in the consent ordinary course of business; (vii) in the case of the Required Lenders shall be U.S. Borrower, Investments required for any single Investment pursuant to Section 5.01(k); (viii) Investments in which the cash to be committed or paid exceeds $2,000,000; providedCanadian Borrower and the Mexican Subsidiaries, further, provided that with respect to Investments made under this clause (v): (A) any newly acquired or organized Subsidiary of the Parent or any of its Subsidiaries shall be a wholly owned Subsidiary thereof; (B) immediately before and after giving effect thereto, no Default shall have occurred and be continuing or would result therefrom; therefrom and (CB) any company or business acquired or invested the aggregate amount of all such Investments in pursuant to the Canadian Borrower and the Mexican Subsidiaries as permitted by this clause (vviii) and made after the Effective Date, when aggregated with all Investments in any other Foreign Subsidiaries pursuant to Section 5.02(e)(ix), shall be not exceed $5,000,000 in the same line aggregate at any time outstanding plus the aggregate fair market of business assets contributed to the Foreign Subsidiaries as permitted by Section 5.02(d)(iii); (ix) Investments in the business of Foreign Subsidiaries other than the Parent Canadian Borrower or any Mexican Subsidiary, provided that (A) immediately before and after giving effect thereto, no Default shall have occurred and be continuing or would result therefrom and (B) the aggregate amount of its all such Investments in such Foreign Subsidiaries or as permitted by this clause (ix) and made after the Effective Date shall be engaged not exceed $2,500,000 in an ancillary or related business; provided, further, still, that, if the aggregate at any time outstanding plus the aggregate fair market of assets contributed to the Foreign Subsidiaries as permitted by Section 5.02(d)(iii); (1x) any Investments to the extent that payment for such Investment is made solely with a combination of cash and shares, capital stock or other securities of the Parent or any of its Subsidiaries and (2) such Investment results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumU.S. Borrower; (vixi) extension Investments constituting non-cash proceeds of trade credit in the ordinary course sales, transfers and other dispositions of businessassets permitted pursuant to Section 5.02(d)(ii); and (viixii) other Investments in an Investment through the acquisition by the Parent or any of its Subsidiaries of aggregate amount outstanding for all of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person Investments not to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least exceed $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such acquisition; or (B) the Required Lenders consent to such acquisition; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that the calculations referred to in clauses (A)(1) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual Investment to which such calculations shall apply, provided, however, that, if such combination results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum5,000,000.

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, exceptPerson other than: (i) equity (A) Investments by the Parent Paxar and its domestic Subsidiaries in their Subsidiaries outstanding on the date hereof and additional Investments in Loan Partieswholly owned domestic Subsidiaries of Paxar that, prior to the making of such Investments, were wholly owned Subsidiaries of Paxar, (B) Investments by Paxar and its Subsidiaries in wholly owned Subsidiaries of Paxar that, prior to the making of such Investments were not wholly owned Subsidiaries of Paxar, provided that (i) both before and after giving effect to such Investment, no Default shall have occurred and be continuing and (ii) with respect to Investments in any newly acquired or created wholly owned Subsidiary of Paxar, (1) the aggregate amount (including the fair market value of any non-cash portion of any such Investment) invested in each such Subsidiary shall not exceed $75,000,000, (2) if the aggregate amount (including the fair market value of any non-cash portion of any such Investment) invested in any such Subsidiary is greater than $25,000,000, Paxar must deliver, prior to such Investment, a certificate of the chief financial officer of Paxar, describing such Investment and demonstrating compliance with the covenants (on a pro forma basis giving effect to such Investment) set forth in Section 5.03 and (3) such Subsidiary (if it is a domestic Subsidiary of Paxar) shall become a Subsidiary Guarantor pursuant to the terms of the Subsidiary Guaranty, (C) Investments by the foreign Subsidiaries of Paxar in their Subsidiaries outstanding on the date hereof and (D) the Investment described on Schedule 5.02(g) hereto; (ii) loans and advances to employees in the ordinary course of the business of the Parent Paxar and its Subsidiaries as presently conducted in an aggregate principal amount not to exceed $1,000,000 5,000,000 at any time outstanding; (iii) Investments in Cash Equivalents; (iv) Investments existing on in overnight Eurodollar deposits with any commercial bank that is a Lender Party or a member of the date hereof Federal Reserve System, issues (or the parent of which issues) commercial paper rated as described in clause (c) of the definition of "Cash Equivalents", is organized under the laws of the United States or any State thereof and described on Schedule 4.01(y) heretohas combined capital and surplus of at least $1 billion; (v) Investments consisting of intercompany Debt permitted under Section 5.02(d)(ii); and (vi) other Investments in an aggregate cash amount invested not to exceed $10,000,000 plus 50% of the Net Cash Proceeds from any issuance of Equity Interests25,000,000 in Persons other than wholly owned Subsidiaries; provided, however, that the consent of the Required Lenders shall be required for any single Investment in which the cash to be committed or paid exceeds $2,000,000; provided, further, provided that with respect to Investments made under this clause (v): (A) any such Investment in any newly acquired or organized created domestic Subsidiary of the Parent or any of its Subsidiaries Paxar, such Subsidiary shall be become a wholly owned Subsidiary thereof; (B) immediately before and after giving effect thereto, no Default shall have occurred and be continuing or would result therefrom; and (C) any company or business acquired or invested in Guarantor pursuant to this clause (v) shall be in the same line of business as the business terms of the Parent or any of its Subsidiaries or shall be engaged in an ancillary or related business; provided, further, still, that, if (1) any such Investment is made with a combination of cash and shares, stock or other securities of the Parent or any of its Subsidiaries and (2) such Investment results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum; (vi) extension of trade credit in the ordinary course of business; and (vii) an Investment through the acquisition by the Parent or any of its Subsidiaries of all of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such acquisition; or (B) the Required Lenders consent to such acquisition; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that the calculations referred to in clauses (A)(1) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual Investment to which such calculations shall apply, provided, however, that, if such combination results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumGuaranty.

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, except: (i) equity Investments by the Parent The aggregate cost (including cash paid, securities issued and its Subsidiaries in their Subsidiaries outstanding on the date hereof and additional Investments in Loan Parties; (iiobligations assumed) loans and advances to employees in the ordinary course of the business of the Parent and its Subsidiaries in an aggregate principal amount not to exceed $1,000,000 at any time outstanding; (iii) Investments in Cash Equivalents; (iv) Investments existing on the date hereof and described on Schedule 4.01(y) hereto; (v) other Investments in an aggregate cash amount invested not to exceed $10,000,000 plus 50% of the Net Cash Proceeds from any issuance of Equity Interests; provided, however, that the consent of the Required Lenders shall be required for any single Investment in which the cash to be committed or paid exceeds $2,000,000; provided, further, that with respect to Investments made under this clause (v): (A) the acquisition by any newly acquired or organized Subsidiary of the Parent Borrower or any of its Subsidiaries shall be a wholly owned Subsidiary thereof; (B) immediately before and after giving effect thereto, no Default shall have occurred and be continuing or would result therefrom; and (C) from any company or business acquired or invested in pursuant to this clause (v) shall be in the same line Person not an Affiliate of business as the business of the Parent such Borrower or any of its Subsidiaries (other than the ML Media Acquisition or shall be engaged in an ancillary the Rock Acquisition) of (A) all or related business; provided, further, still, that, if (1) any such Investment is made with a combination substantially all of cash and shares, the stock or assets of one or more cable television systems operating under a valid Franchise (or under other securities authority reasonably acceptable to the Majority Lenders) or (B) capital stock representing at least a majority of the Parent Voting Rights of one or any more corporations which owns directly or through one or more other wholly owned corporations all or substantially all of its Subsidiaries and (2such assets is as set out below under the heading "Actual". Such amount is not in excess of the maximum amount referred to in Section 5.02(f)(i) such Investment results in of the Debt Rating being downgraded by more than one level, then Credit Agreement as set out below under the Applicable Margin shall increase by 0.50% per annum;heading "Covenant". Actual Covenant ------ -------- $50,000,000 (viii) extension of trade credit in the ordinary course of business; and The aggregate cost (viiincluding cash paid, securities issued and obligations assumed) an Investment through with respect to the acquisition by the Parent Borrower or their Subsidiaries from any Person not an Affiliate of its the Borrowers or their Subsidiaries of all capital stock representing less than a majority of the outstanding Capital Stock Voting Rights of another Person solely one or more corporations and capital contributions by the Borrowers or their Subsidiaries to Minority Entities in exchange for the Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) which such Person has positive cash flow measured by EBITDA minus Capital Expenditures, an ownership interest is as set out below under the heading "Actual". Such amount is not in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value excess of the Current Assets maximum amount referred to in Section 5.02(f)(ii) of such Person minus unsecured Debt the Credit Agreement as set out below under the heading "Covenant". Actual Covenant ------ -------- $15,000,000 (iii) The amount of such Person advances by the Borrowers to their respective Parent Companies is as set out below under the heading "Actual". Such amount is not in excess of the maximum amount referred to in Section 5.02(f)(vi) of the Credit Agreement as set out below under the heading "Covenant". Actual Covenant ------ -------- The excess, if any, of (i) the amount permitted to be assumed in dividended by the Borrowers to their respective Parent Companies pursuant to Section 5.02(g)(iii) for such acquisition minus Capitalized Leases Fiscal Quarter over (ii) (A) the aggregate amount of dividends actually distributed by the Borrowers to their respective Parent Companies for such Person Fiscal Quarter pursuant to be assumed in such acquisition is at least $1.00, and (3Section 5.02(g)(iii) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such acquisition; or plus (B) the Required Lenders consent aggregate amount actually used to redeem the CCC-I Preferred Stock described in Section 3.01(e) for such Fiscal Quarter pursuant to Section 5.02(g)(iv). The basis of the calculation of the amount referred to above under the heading "Actual" is as follows: (a) the amount permitted to be dividended by the Borrowers to their respective Parent Companies pursuant to Section 5.02(g)(iii) for the Fiscal Quarter then most recently ended ($_____________) minus (b) the sum ($_____________) of (A) the aggregate amount of dividends actually distributed by the Borrowers to their respective Parent Companies for such Fiscal Quarter pursuant to such acquisition; provided, that, Section 5.02(g)(iii) ($_____________) plus (B) the aggregate amount actually used to redeem the CCC-I Preferred Stock described in any Section 3.01(e) for such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that the calculations referred Fiscal Quarter pursuant to in clauses Section 5.02(g)(iv) (A)(1) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual Investment to which such calculations shall apply, provided, however, that, if such combination results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum$_____________).

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, except: (i) equity Investments by the Parent and its Subsidiaries Borrower Group Members in (A) their Subsidiaries outstanding on the date hereof or (B) any Subsidiary established after the Closing Date in order to: (1) effectuate any Asset Sale permitted under Section 5.02(e) or (2) enhance the tax efficiency of the Borrower and additional Investments its Subsidiaries, taken as a whole; provided that (I) no Debt for Borrowed Money is incurred in Loan Partiesconnection therewith, (II) no Lien (other than any Lien in favor of the Collateral Agent) is created, granted, incurred or assumed in connection therewith, (III) in the case of clause (2) only, (aa) at the time such equity Investment is made, such equity Investment is pledged in favor of the Collateral Agent and (bb) on or prior to the making of such equity Investment, each of the Collateral Agent and the Representative Agents shall have received such Officer's Certificates and legal opinions relating thereto as any one or more of them may reasonably request and (IV) immediately after the making of such equity Investment, the direct or indirect ownership interest of the Borrower in any Asset which is transferred to such Subsidiary is not less than the direct or indirect ownership interest of the Borrower in such Asset immediately prior to the transfer of such Asset to such Subsidiary; (ii) loans and advances to employees in the ordinary course of the business of the Parent and its Subsidiaries Borrower Group Members as presently conducted in an aggregate principal amount not to exceed $1,000,000 2,000,000 at any time outstanding; (iii) Investments in Cash Equivalents; (iv) Investments existing on the date hereof and described on Schedule 4.01(y) hereto;4.01(t); and (v) other Investments in an aggregate cash amount invested not to exceed $10,000,000 plus 50% consisting of the Net Cash Proceeds from any issuance of Equity Interests; providedintercompany Debt permitted under Section 5.02(b)(vi), however, that the consent of the Required Lenders shall be required for any single Investment in which the cash to be committed or paid exceeds $2,000,000; provided, further, that with respect to Investments made under this clause (v): (A) any newly acquired or organized Subsidiary of the Parent or any of its Subsidiaries shall be a wholly owned Subsidiary thereof; (B) immediately before and after giving effect thereto, no Default shall have occurred and be continuing or would result therefrom; and (C) any company or business acquired or invested in pursuant to this clause (v) shall be in the same line of business as the business of the Parent or any of its Subsidiaries or shall be engaged in an ancillary or related business; provided, further, still, that, if (1) any such Investment is made with a combination of cash and shares, stock or other securities of the Parent or any of its Subsidiaries and (2) such Investment results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum; (vi) extension of trade credit in the ordinary course of business; and (vii) an Investment through the acquisition by the Parent or any of its Subsidiaries of all of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition), (2ix) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such acquisition; or (B) the Required Lenders consent to such acquisition; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that the calculations referred to in clauses (A)(1) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual Investment to which such calculations shall apply, provided, however, that, if such combination results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumxii).

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, except: (i) equity Investments by the Parent and or any of its Subsidiaries in their Subsidiaries outstanding on the date hereof and additional Investments in Loan PartiesParent or any of its Subsidiaries; (ii) loans and or advances to employees in the ordinary course of the business of the Parent and its Subsidiaries in an aggregate principal amount not to exceed $1,000,000 2,000,000 at any time outstanding; (iii) Investments in Cash EquivalentsPermitted Investments; (iv) Investments existing on the date hereof and described on Schedule 4.01(y5.01(x) hereto; (v) other Investments in an aggregate cash amount invested not to exceed $10,000,000 plus 50% Hedge Agreements permitted under Section 6.02(b)(iv); (vi) the purchase or other acquisition of all of the Net Cash Proceeds from Equity Interests or Debt in any issuance Person that, upon the consummation thereof, will be wholly owned directly by the Parent or one or more of Equity Interests; providedits wholly owned Subsidiaries (including, howeverwithout limitation, that as a result of a merger or consolidation) or the consent purchase or other acquisition by the Borrower or one or more of the Required Lenders shall be required for Parent’s wholly owned Subsidiaries of assets comprising a division or business unit or all or substantially all of the business of any single Investment in which the cash to be committed or paid exceeds $2,000,000Person; providedprovided that, further, that with respect to Investments each purchase or other acquisition made under pursuant to this clause (v): vi): (A) any such newly created or acquired Designated Subsidiary (if any) shall comply with the applicable requirements of Section 6.01(j); (B) the lines of business of the Person to be (or organized Subsidiary the property and assets of which are to be) so purchased or otherwise acquired shall be the Telecommunications Business; (C) the total cash and non-cash consideration (including, without limitation, all indemnities, earnouts and other contingent payment obligations to, and the aggregate amounts paid or to be paid under noncompete, consulting and other affiliated agreements with, the sellers of such Equity Interests or assets, all write-downs of property and assets and reserves for liabilities with respect thereto and all assumptions of debt, liabilities and other obligations in connection therewith but excluding the value of any common Equity Interests in the Parent issued to such sellers) paid by or on behalf of the Parent or any of and its Subsidiaries for any such purchase or other acquisition, when aggregated with the total cash and non-cash consideration paid by or on behalf of the Parent and its Subsidiaries for all other purchases and other acquisitions made by the Parent and its Subsidiaries pursuant to this clause (vi), shall be a wholly owned Subsidiary thereof; not exceed $75,000,000 (Bor for so long as the Total Leverage Ratio immediately before and immediately after giving effect to such transaction (calculated as set forth in clause (D) below) does not exceed 3.50:1.00, $150,000,000) in any Fiscal Year and $200,000,000 (or for so long as the Total Leverage Ratio immediately before and immediately after giving effect to such transaction (calculated as set forth in clause (D) below) does not exceed 3.50:1.00, $300,000,000) during the term of this Agreement plus, in each case, an amount equal to such total consideration funded with any Available Equity Issuance Amount; (1) immediately before and immediately after giving effect theretoto any such purchase or other acquisition, no Event of Default shall have occurred and be continuing or would result therefrom; and (C) any company or business acquired or invested in pursuant to this clause (v) shall be in the same line of business as the business of the Parent or any of its Subsidiaries or shall be engaged in an ancillary or related business; provided, further, still, that, if (1) any such Investment is made with a combination of cash and shares, stock or other securities of the Parent or any of its Subsidiaries and (2) immediately after giving effect to such Investment results purchase or other acquisition, the Parent and its Subsidiaries shall be in pro forma compliance with all of the Debt Rating being downgraded by more than one levelcovenants set forth in Section 6.04, then such compliance to be determined as though such purchase or other acquisition had been consummated as of the Applicable Margin shall increase by 0.50% per annum; (vi) extension first day of trade credit in the ordinary course of businessfiscal period covered thereby; and (E) the Parent shall have delivered to the Administrative Agent, on behalf of the Lender Parties, at least five Business Days prior to the date on which any such purchase or other acquisition is to be consummated, a certificate of the chief executive or chief financial officer of the Parent, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in this clause (vi) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition; (vii) an Investment through the acquisition Borrower’s Investments in Bank Equity Interests; (viii) Investments in the Equity Interests in the Rural Telephone Bank; RTFC or CoBank, ACB, or in any subordinated capital certificates of RTFC; and (ix) Investments by the Parent or any of its Subsidiaries of all of the outstanding Capital Stock of another Person solely not otherwise permitted under this Section 6.02(f) in exchange an aggregate amount for the Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person its Subsidiaries not to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least exceed $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such acquisition; or (B) the Required Lenders consent to such acquisition; provided, that, 15,000,000 in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that Fiscal Year and $30,000,000 during the calculations referred to in clauses (A)(1) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries term of the Parent as a result of any individual Investment to which such calculations shall apply, provided, however, that, if such combination results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumthis Agreement.

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make Make or hold, or permit any of its Subsidiaries (other than any Regulated Subsidiary or any AESC Company) to make or hold, any Investment in any Person, except: (i) (A) equity Investments outstanding as of the date hereof by the Parent AYE and its Subsidiaries in their respective Subsidiaries outstanding on or Affiliates, (B) equity Investments after the date hereof in direct or indirect Subsidiaries of AYE, (C) Investments after the date hereof in direct or indirect Subsidiaries of AYE consisting of intercompany Debt and (D) Investments after the date hereof in the AESC Companies consisting of purchases or other acquisitions of Assets from such AESC Companies; provided (1) with respect to clauses (B), (C) and (D), AYE shall not be permitted to make any additional equity Investment in any AESC Company (other than as may be required to be made by the terms of Section 4.01(a) of the AESC Intercreditor Agreement or which are made for the purpose of returning to AESC funds received by AYE from AESC pursuant to Section 4.01(b) of the AESC Intercreditor Agreement) or any additional Investment in any AESC Company consisting of intercompany Debt or the purchase or other acquisition of Assets from such AESC Company unless the aggregate amount of the Unused Commitments shall be equal to or greater than $100,000,000 after giving pro forma effect to such additional Investment and (2) Services Corp shall be permitted to make Investments in Loan Partiesany AESC Company to the extent of permitted Services Corp AESC Debt; (ii) loans and advances to its employees (or, in the case of Services Corp, employees of AYE or any of its Subsidiaries) in the ordinary course of the its business of the Parent and its Subsidiaries as presently conducted in an aggregate principal amount amount, not to exceed $1,000,000 2,000,000 at any time outstanding; (iii) Investments in Cash Equivalents; (iv) Investments existing on the date hereof and described on Schedule 4.01(y) heretoin Hedge Agreements permitted pursuant to Section 5.02(b)(v); (v) other Investments in an Subsidiaries of AYE resulting from drawings under, or renewals or extensions of letters of credit (including Letters of Credit), surety bonds, Contingent Obligations or performance bonds supporting obligations of such Subsidiaries incurred in the ordinary course of business but in any event not for speculative obligations of such Subsidiaries, provided that the aggregate cash amount invested of Investments in AESC Companies resulting from drawings under letters of credit (including Letters of Credit) outstanding at any time shall not to exceed $10,000,000 plus 50% of the Net Cash Proceeds from any issuance of Equity Interests; provided, however, that the consent of the Required Lenders shall be required for any single Investment in which the cash to be committed or paid exceeds $2,000,000; provided, further, that with respect to Investments made under this clause (v): (A) any newly acquired or organized Subsidiary of the Parent or any of its Subsidiaries shall be a wholly owned Subsidiary thereof; (B) immediately before and after giving effect thereto, no Default shall have occurred and be continuing or would result therefrom; and (C) any company or business acquired or invested in pursuant to this clause (v) shall be in the same line of business as the business of the Parent or any of its Subsidiaries or shall be engaged in an ancillary or related business; provided, further, still, that, if (1) any such Investment is made with a combination of cash and shares, stock or other securities of the Parent or any of its Subsidiaries and (2) such Investment results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum175,000,000; (vi) extension Investments in any non-cash proceeds received by AYE or any Subsidiary of AYE in connection with any sale, transfer or other disposition of any asset to the extent permitted under Section 5.02(e); (vii) 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, 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; (viiviii) an Investment through Investments not otherwise permitted under this Section 5.02(f) existing on the acquisition Closing Date; (ix) Investments by the Parent or any of AYE and its Subsidiaries not otherwise permitted under this Section 5.02(f) in an aggregate amount not to exceed $50,000,000 plus an amount equal to the total of all (a) the aggregate principal amount of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured Term Facility optionally prepaid by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisitionAYE pursuant to Section 2.06(a), (2b) immediately preceding the date aggregate amount of any optional prepayments of Revolving Advances by AYE pursuant to Section 2.06(a) if and to the extent the Revolving Commitments are terminated by AYE pursuant to Section 2.05(a) concurrently with, and in an amount equal to, such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00prepayment, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such acquisition; or (Bc) the Required Lenders consent to such acquisition; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that the calculations referred to in clauses (A)(1) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent Net Cash Proceeds received by AYE as a result of any individual sale, transfer or other disposition of any Assets or issuance of any Equity Interests by AYE or its Subsidiaries (and which have not been applied to prepay the Advances or cancel the Commitments pursuant to clause (a) or (b) above) at any one time; provided that with respect to each Investment made pursuant to this Section 5.02(f)(ix): (A) such Investment shall not include or result in any contingent liabilities that could reasonably be expected to be material to the business, financial conditions, operations or prospects of AYE and its Subsidiaries, taken as a whole (as determined in good faith by the board of directors (or persons performing similar functions) of AYE or such Subsidiary if the board of directors is otherwise approving such transaction and, in each other case, by a Responsible Officer); (B) such Investment shall be in property and assets which such calculations shall applyare part of, provided, however, that, if such combination results or in lines of business which are in the electric power generation, transmission, distribution and/or energy trading businesses; (C) any determination of the amount of such Investment shall include all cash and noncash consideration (including, without limitation, the fair market value of all Equity Interests issued or transferred to the sellers thereof, all indemnities, earnouts and other contingent payment obligations to, and the aggregate amounts paid or to be paid under noncompete, consulting and other affiliated agreements with, the sellers thereof, all write-downs of property and assets and reserves for liabilities with respect thereto and all assumptions of debt, liabilities and other obligations in connection therewith) paid by or on behalf of AYE and its Subsidiaries in connection with such Investment; and (D)(1) immediately before and giving pro forma effect to any such purchase or other acquisition, no Default or Event of Default shall have occurred and be continuing and (2) immediately after giving effect to such purchase or other acquisition AYE and its Subsidiaries shall be in pro forma compliance with all of the covenants set forth in Section 5.04, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent pursuant to Section 5.03(b) or 5.03(c) as though such Investment had been consummated as of the first day of the fiscal period covered thereby; (x) Investments in Subsidiaries of AYE in connection with the Hunlock Transaction, so long as the fair market value of all such Investments, plus the fair market value of all Assets sold, leased, transferred or otherwise disposed of pursuant to Section 5.02(e)(x), does not exceed $45,000,000 in the aggregate; and (xi) Investments by AYE and its Subsidiaries in Joint Ventures and the Buffalo Reserve Project in an aggregate amount not to exceed $10,000,000; provided that this Section 5.02(f) shall not prohibit (A) any repurchase of Debt Rating being downgraded of AYE by more than one levelAYE or any repurchase of Debt of any Subsidiary of AYE by such Subsidiary, then in each case, to the Applicable Margin extent such repurchase is otherwise permitted by the other provisions in this Agreement, (B) any purchase or acquisition of Intangible Transition Property, Environmental Control Property or other Assets subject to a Permitted Securitization or subject to an Asset sale, lease, transfer, swap or exchange, in each case, permitted by Section 5.02(e)(viii), (C) any capital contribution to any Securitization SPV with respect to any Permitted Securitization and (D) the repurchase or other acquisition of shares of, or options to purchase shares of, the capital stock and stock units of AYE from employees, former employees, directors and former directors of AYE or any Subsidiary of AYE; provided that the aggregate consideration paid with respect to all such repurchases and acquisitions since January 1, 2005 shall increase by 0.50% per annumnot exceed $5,000,000.

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make or holdThe Borrower shall not make, or permit any of its Subsidiaries to make or holdmake, any Investment in loan or advance to any Person, except: Person (i) equity Investments by the Parent and its Subsidiaries in their Subsidiaries outstanding on the date hereof and additional Investments in Loan Parties; (ii) loans and advances to employees other than accounts receivable created in the ordinary course of business); or, except as permitted under Section 7.04 or 7.05, purchase or otherwise acquire, or permit any of its Subsidiaries to purchase or otherwise acquire, any Stock or other equity interest or Indebtedness of any Person, or make, or permit any of its Subsidiaries to make, any capital contribution to, or otherwise invest in, any Person, except: (a) Permitted Investments; (b) loans or advances made by the business Borrower or any of its Subsidiaries to (i) employees of the Parent Borrower or any of such Subsidiaries in the ordinary course of business in a manner consistent with past practices and (ii) joint ventures and partnerships in which the Borrower is a partner, provided at the time of, and immediately after giving effect to, such loans or advances, no condition or event shall exist which constitutes an Event of Default; (c) loans or advances or other credit support, including the procurement of letters of credit for its account, made by the Borrower or any of its Subsidiaries (in an aggregate principal amount not addition to exceed $1,000,000 at those permitted under paragraph (b) above) to any time outstanding; (iii) Investments in Cash Equivalents; (iv) Investments existing on the date hereof and described on Schedule 4.01(y) hereto; (v) other Investments in an aggregate cash amount invested not to exceed $10,000,000 plus 50% of the Net Cash Proceeds from any issuance of Equity InterestsPerson; provided, however, that the consent aggregate amount of all investments pursuant to this paragraph (c) shall not at any time exceed 15% of the Required Lenders shall be required for any single Investment in which consolidated Net Worth (calculated as if the cash to be committed or paid exceeds $2,000,000; provided, further, that with respect to Investments made under this clause (v): (A) any newly acquired or organized Subsidiary Merger had occurred as of the Parent Effective Date) of the Borrower; (d) investments in Stock or other joint ventures and partnerships (including through mergers and consolidations), provided at the time of, and immediately after giving effect to, such investments, no condition or event shall exist which constitutes an Event of Default; (e) the organization or acquisition by the Borrower or any of its wholly-owned Subsidiaries shall be a wholly of one or more wholly-owned Subsidiary thereofSubsidiaries; (Bf) immediately before and after giving effect thereto, no Default shall have occurred and be continuing or would result therefrom; and (C) any company or business acquired or invested in pursuant to this clause (v) shall be in the same line of business as acquisition by the business of the Parent Borrower or any of its wholly-owned Subsidiaries or shall of Stock permitted to be engaged in an ancillary or related businessissued pursuant to Section 7.09; provided, further, still, that, if (1) any such Investment is made with a combination of cash and shares, stock or other securities of the Parent or any of its Subsidiaries and (2g) such Investment results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum; (vi) extension of trade credit in the ordinary course of business; and (vii) an Investment through the acquisition by the Parent or any of its Subsidiaries of all of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person intercompany Indebtedness permitted pursuant to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such acquisition; or (B) the Required Lenders consent to such acquisition; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that the calculations referred to in clauses (A)(1) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual Investment to which such calculations shall apply, provided, however, that, if such combination results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumSection 7.02(d).

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make Make or hold, or permit any of its Restricted Subsidiaries to make or hold, any Investment in any Person, except: (i) equity Investments by consisting of property to be used in the Parent and its Subsidiaries in their Subsidiaries outstanding on the date hereof and additional Investments in Loan Partiesordinary course of business; (ii) loans Investments in accounts receivable arising from the sales of goods and advances to employees services in the ordinary course of the business of the Parent and its Subsidiaries in an aggregate principal amount not to exceed $1,000,000 at any time outstandingbusiness; (iii) equity Investments by the Borrower and its Restricted Subsidiaries in Wholly Owned Restricted Subsidiaries; (iv) Investments by the Borrower and its Restricted Subsidiaries in Cash Equivalents; (ivv) Investments existing on the date hereof and described on Schedule 4.01(y4.01(u) hereto; (vvi) Investments by the Borrower in Swaps permitted under Section 5.02(b)(iii)(E); (vii) other Investments in an aggregate cash amount invested not to exceed $10,000,000 plus 50% of the Net Cash Proceeds from any issuance of Equity Interestsother Person; provided, however, that the consent of the Required Lenders shall be required for any single Investment in which the cash to be committed or paid exceeds $2,000,000; provided, further, provided that with respect to Investments made under this clause (vvii): (A) in the case of an equity Investment under this clause (vii), any newly acquired or organized Subsidiary of the Parent Borrower or any of its Restricted Subsidiaries shall be a wholly owned Wholly Owned Restricted Subsidiary thereof; (B) immediately before and after giving effect thereto, no Default shall have occurred and be continuing or would result therefrom; and (C) any company or business acquired or invested in pursuant to this clause (vvii) shall be in the same line of business as the business of the Parent Borrower or any of its Restricted Subsidiaries or shall a line of business in which the Borrower is permitted to be engaged in an ancillary accordance with Section 5.02(c); and (D) immediately after giving effect to the acquisition of a company or related business; providedbusiness pursuant to this clause (vii), furtherthe Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, stillcalculated based on the financial statements most recently delivered to the Lenders pursuant to Section 5.03 and as though such acquisition had occurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Lenders demonstrating such compliance; (viii) Investments by the Borrower and its Restricted Subsidiaries in (A) Unrestricted Subsidiaries, (B) Restricted Subsidiaries that are not Wholly Owned Subsidiaries or (C) Persons that, if (1) any after giving effect to such Investment is made with a combination of cash and sharesInvestment, stock or other securities do not constitute Subsidiaries of the Parent Borrower or such Restricted Subsidiaries, provided that any Person invested in pursuant to this clause (viii) shall be in the same line of business as the business of the Borrower or any of its Restricted Subsidiaries or a line of business in which the Borrower is permitted to be engaged in accordance with Section 5.02(c), and (2) such Investment results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum; (vi) extension of trade credit in the ordinary course of business; and (vii) an Investment through the acquisition aggregate amount invested by the Parent or Borrower and its Restricted Subsidiaries under this clause (viii) shall not exceed $35,000,000 at any of its Subsidiaries of all of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent time outstanding; and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such acquisition; or (B) the Required Lenders consent to such acquisition; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that so long as the calculations referred Borrower and its Restricted Subsidiaries shall not have made Investments in such Unrestricted Subsidiaries, non-Wholly Owned Subsidiaries and other Persons in excess of $35,000,000 as provided in this clause (viii), the Borrower shall not be in violation of this clause (viii) in the event that the Investments held (as opposed to made) by the Borrower and its Restricted Subsidiaries in clauses such Unrestricted Subsidiaries, non-Wholly Owned Subsidiaries and other Persons shall at any time exceed $35,000,000; and (A)(1ix) Investments consisting of intercompany Debt permitted under Section 5.02(b)(i) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual Investment to which such calculations shall apply, provided, however, that, if such combination results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumii).

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, exceptPerson other than: (i) equity (A) Investments by the Parent Borrower and its Subsidiaries in their Subsidiaries outstanding on the date hereof and First Closing Date, (B) additional Investments in their wholly owned Subsidiaries that are Loan PartiesParties and (C) additional Investments in their wholly owned Subsidiaries that are not Loan Parties and the China Joint Venture, in the case of this clause (C), in an aggregate amount invested not to exceed an amount in any Fiscal Year equal to the sum of (x) $10,000,000 and (y) the aggregate amount of capital contributions made after the First Closing Date by the Equity Investors and new third party equity 110 104 investors in Parent in any Fiscal Year to the extent such amount was contributed to such Subsidiary as a capital contribution in such Fiscal Year (without duplication of amounts contributed pursuant to clauses (ii) and (ix) below), provided that, to the extent that any amount permitted to be invested in any Fiscal Year pursuant to clause (x) or (y) shall not have been so invested, such amount may be invested pursuant to this subsection (i) in the next succeeding Fiscal Year and any amounts invested in the next succeeding Fiscal Year shall be deemed to be applied first against the amount so carried over from the preceding Fiscal Year; (ii) loans Investments by the Borrower and its Subsidiaries in their non-wholly owned Subsidiaries and in other Persons that are not their Subsidiaries in an aggregate amount invested from the First Closing Date (A) not to exceed an amount in any Fiscal Year equal to the sum of (x) $5,000,000 and (y) the aggregate amount of capital contributions made after the First Closing Date by the Equity Investors and new third party equity investors in Parent in any Fiscal Year to the extent such amount was contributed to such Subsidiary as a capital contribution in such Fiscal Year (without duplication of amounts contributed pursuant to clause (i) above and clause (ix) below), provided that, to the extent that any amount permitted to be invested in any Fiscal Year pursuant to clause (x) or (y) above shall not have been so invested, such amount may be invested pursuant to this subsection (ii)(A) in the next succeeding Fiscal Year and any amounts invested in the next succeeding Fiscal Year shall be deemed to be applied first against the amount so carried over from the preceding Fiscal Year and (B) in addition to any Investments made pursuant to clause (A) above, an amount not to exceed $5,000,000; (iii) Loans and advances to employees in the ordinary course of the business of the Parent Borrower and its Subsidiaries as presently conducted in an aggregate principal amount not to exceed $1,000,000 7,500,000 for the purpose of purchasing common stock of Parent and an additional $2,000,000 at any time outstanding; (iiiiv) Investments by the Borrower and its Subsidiaries in Cash Equivalents; (ivv) Investments by the Borrower in Hedge Agreements permitted under Section 5.02(b)(i)(B); (vi) Investments consisting of intercompany Debt permitted under Section 5.02(b)(i)(A); (vii) Investments existing on the date hereof First Closing Date and described on Schedule 4.01(y4.01(mm) hereto; (vviii) Investments consisting of notes and equity received pursuant to Section 5.02(e)(vi) or (vii); and (ix) other Investments made in connection with the acquisition of all or any part of the assets or stock or other equity interest of any Person or the acquisition or construction of New Centers in an aggregate cash amount invested not to exceed exceed, together with the aggregate amount of Debt incurred pursuant to Section 5.02(b)(iii)(F), $10,000,000 300,000,000 plus 50% the aggregate amount of capital contributions made after the First Closing Date by the Equity Investors and new third party equity investors in Parent in any Fiscal Year to the extent such amount was contributed as a capital contribution to the Borrower or to a wholly owned Subsidiary of the Net Cash Proceeds from Borrower making any issuance such Investment pursuant to this clause (ix) in such Fiscal Year (without duplication of Equity Interestsamounts contributed pursuant to clauses (i) and (ii) above); provided, however, that the consent of the Required Lenders shall be required for any single Investment in which the cash to be committed or paid exceeds $2,000,000; provided, further, provided that with respect to Investments made under this clause (vix): (A1) any newly acquired or organized created Subsidiary of the Parent Borrower or any of its Subsidiaries shall be a wholly owned Subsidiary thereofthereof and such Subsidiary (unless such Subsidiary is a Foreign Subsidiary) shall become a Subsidiary Guarantor and execute and deliver the documents referred to in Section 5.01(n); (B2) immediately before and after giving effect thereto, no Default shall have occurred and be continuing or would result therefrom; and (C3) substantially all of any company or business acquired or invested in pursuant to this clause (vix) shall be in the same or a substantially related line of business as the business of the Parent Borrower or any of its Subsidiaries or shall be engaged in an ancillary or related businessSubsidiaries; provided, further, still, that, if (1) any such Investment is made with a combination of cash and shares, stock or other securities of the Parent or any of its Subsidiaries and (24) such Investment results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum; (vi) extension of trade credit in the ordinary course of business; and (vii) an Investment through immediately after giving effect to the acquisition by the Parent of a company or any of its Subsidiaries of all of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock; providedbusiness pursuant to this clause (ix), that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the relevant Financial Statements, as though such acquisition had occurred at the beginning of the 12-month period covered thereby, as evidenced by a certificate of a Designated Financial Officer furnished to the Administrative Agent that Lender Parties, demonstrating such compliance and reflecting the Minimum Required Synergies shall be achieved prior to the date Adjusted EBITDA of such acquisition; or (B) the Required Lenders consent to such acquisition; provided, that, in any such case, any Person bowling center so acquired shall be a Subsidiary Guarantor; provided, further, that for the calculations referred to in clauses (A)(1) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual Investment to which such calculations shall apply, provided, however, that, if such combination results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumimmediately preceding 12-month period.

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, except:: ​ (i) Investments consisting of property to be used in the ordinary course of business; (ii) Investments in accounts receivable arising from the sales of goods and services in the ordinary course of business; ​ (iii) (A) equity Investments by the Parent Borrower and its Subsidiaries in their Wholly Owned Subsidiaries outstanding on that are Subsidiaries but not Subsidiary Guarantors in an aggregate amount not to exceed, when added together with the date hereof and additional aggregate amount of Investments in Loan Parties; reliance on clause (iivii) loans below in Subsidiaries that do not become Subsidiary Guarantors, $50,000,000 at any time outstanding and advances to employees in (B) equity Investments by the ordinary course of the business of the Parent Borrower and its Subsidiaries in an aggregate principal amount not to exceed $1,000,000 at any time outstanding;Subsidiary Guarantors; ​ (iiiiv) Investments by the Borrower and its Subsidiaries in Cash Equivalents;; ​ (ivv) Investments existing on the date hereof and described on Schedule 4.01(y4.01(u) hereto;; ​ (vvi) Investments by the Borrower in Swaps permitted under Section 5.02(b)(ix); ​ (vii) other Investments in an aggregate cash amount invested not any other Person comprising of equity Investments in Persons, or Investments constituting the acquisition of any Person, or Investments in newly organized Persons, that, in each case, immediately become (or continue to exceed $10,000,000 plus 50% be) Subsidiaries that are Wholly Owned Subsidiaries of the Net Cash Proceeds from any issuance of Equity InterestsBorrower; provided, however, that the consent of the Required Lenders shall be required for any single Investment in which the cash to be committed or paid exceeds $2,000,000; provided, further, provided that with respect to Investments each Investment made under this clause (vvii): (A) any newly acquired or organized Subsidiary of the Parent or any of its Subsidiaries shall be a wholly owned Subsidiary thereof; (B) immediately before and after giving effect thereto, no Default shall have occurred and be continuing or would result therefrom; and (CB) any company or business acquired Person acquired, or invested in in, pursuant to this clause (vvii) shall be in the same line of business as the business of the Parent Borrower or any of its Subsidiaries or shall a line of business in which the Borrower is permitted to be engaged in an ancillary accordance with Section 5.02(c); (C) any Subsidiary acquired, or related business; providedinvested in, further, still, thatpursuant to this clause (vii) shall become (or continue to be) a Subsidiary (and, if required by the next succeeding proviso, a Subsidiary Guarantor, and if so such Subsidiary shall comply with the requirements of Section 5.01(i)); provided that the aggregate amount of Investments in reliance on this Section 5.02(f)(vii) in Subsidiaries that do not become Subsidiary Guarantors shall not exceed, when added together with the aggregate amount of Investments in reliance on Section 5.02(f)(iii)(A), $50,000,000 at any time outstanding; and (1D) immediately after giving effect to any Investment pursuant to this clause (vii), the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on (x) prior to the date on which financial statements are first required to be delivered to Lenders pursuant to Section 5.03, the financial statements for the quarter ended September 30, 2022 and (y) thereafter, the financial statements most recently delivered to the Lenders pursuant to Section 5.03, in each case, and as though such Investment is made with a combination of cash and shares, stock or other securities had occurred at the beginning of the Parent four-quarter period covered thereby and had remained outstanding for the entirety of such period, as evidenced by a certificate of the chief financial officer (or any person performing similar functions) of its Subsidiaries and (2) the Borrower delivered to the Lenders demonstrating such Investment results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumcompliance; (viviii) extension [reserved]; ​ (ix) Investments consisting of trade credit intercompany Debt permitted under Section 5.02(b)(v); ​ (x) securities or other Investments received in settlement of debts created in the ordinary course of business and owing to, or of other claims asserted by, the Borrower or any other Subsidiary, or as a result of foreclosure, perfection or enforcement of any Lien, or in satisfaction of judgments, including in connection with any bankruptcy proceeding or other reorganization of another Person; (xi) receivables owing to the Borrower or any other Subsidiary, if created or acquired in the ordinary course of business; and​ (viixii) an any non-cash Investments (other than (x) Cash Equivalents and (y) Capital Stock or Debt for borrowed money; provided that any Investment through in the acquisition by form of Debt for borrowed money shall be permitted in the Parent event that the Borrower or any a Subsidiary provides seller financing in connection with the sale or other disposition of its Subsidiaries assets permitted hereunder and the amount of all such Investment does not exceed the lesser of (A) $25,000,000 and (B) 10% of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the fair market value of the Current Assets of such Person minus unsecured Debt of such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of assets so sold or disposed by the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date or such Subsidiary) received as consideration in sales or other dispositions of such acquisition; assets made in compliance with Section 5.02(e); (xiii) (A) Investments made using cash or Cash Equivalents and (B) Investments not exceeding $100,000,000 in the Required Lenders consent to such acquisitionaggregate made using assets other than cash or Cash Equivalents; provided, provided that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that the calculations referred to in case of both clauses (A)(1A) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual Investment to which such calculations shall apply, provided, however, that, if such combination results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum.and

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, exceptother than: (i) equity Investments by the Parent and its Subsidiaries in their Subsidiaries outstanding on the date hereof and additional Investments in Loan Partiesits subsidiaries and Investments existing in the Effective Date and listed on Schedule 4.01(v) hereto; (ii) loans and advances to employees in the ordinary course of the business of the Parent and its Subsidiaries in an aggregate principal amount not to exceed $1,000,000 at any time outstanding; (iii) Investments in Cash Equivalents; (iii) Investments consisting of intercompany Debt permitted under Section 5.02(b)(vii) or (viii); (iv) Investments existing (including through newly-formed Subsidiaries) consisting of (x) so long as the Leverage Ratio is at least 0.025:1.0 below the Leverage Ratio required to be maintained at such time pursuant to Section 5.04(a) on a pro forma basis after giving effect to the date hereof and described on Schedule 4.01(ymaking of such Investment, the acquisition of Office Real Property (or of all of the Equity Interests in, or all or substantially all of the assets of, a Person primarily engaged in owning or managing Office Real Property, which Person will, upon consummation of such acquisition of Equity Interests or assets, become a wholly-owned Subsidiary of the Revolving Credit Borrower) hereto; (v) other Investments in an aggregate cash amount invested not to exceed $10,000,000 plus 5010% of Total Asset Value in any single transaction, (y) the Net Cash Proceeds from acquisition of other Real Property (or of the Equity Interests in a Person primarily engaged in owning or managing Real Property) in an aggregate amount for all such Investments made pursuant to this clause (y) not to exceed 5% of Total Asset Value at such time and (z) without duplication of any issuance Investments made pursuant to clause (y) above, Investments consisting of the contribution, sale or other transfer of Real Property or Real Properties (or any Equity Interests in connection therewith) to, or the acquisition of Equity InterestsInterests in, Joint Ventures in an aggregate amount for all such Investments made pursuant to this clause (z) not to exceed 15% of Total Asset Value at such time; provided, however, that the consent of the Required Lenders shall be required for any single Investment in which the cash to be committed or paid exceeds $2,000,000; providedthat, further, that with respect to Investments each purchase or other acquisition made under pursuant to this clause (v): iv): (A) the Loan Parties and, if applicable, any such newly created or acquired Subsidiary, shall comply with the applicable requirements of Section 5.01(j), (B) such purchase or organized Subsidiary other acquisition shall not include or result in any contingent liabilities that could reasonably be expected to be materially adverse to the business, financial condition, operations or prospects of the Parent General Partner and its Subsidiaries, taken as a whole, (C) the purchase price for any such Investment shall be determined by reference to the total cash and noncash consideration (including, without limitation, the fair market value of all Equity Interests issued or any transferred to the sellers of such Person or assets, all indemnities, earnouts and other contingent payment obligations to, and the aggregate amounts paid or to be paid under noncompete, consulting and other affiliated agreements with, the sellers of such Person or assets, all write-downs of property and assets and reserves for liabilities with respect thereto and all assumptions of debt, liabilities and other obligations in connection therewith) paid by or on behalf of the Revolving Credit Borrower and its Subsidiaries shall be a wholly owned Subsidiary thereof; for any such purchase or other acquisition, (BD) (1) immediately before and immediately after giving effect theretoto any such purchase or other acquisition, no Event of Default shall have occurred and be continuing or would result therefrom; and (C) any company or business acquired or invested in pursuant to this clause (v) shall be in the same line of business as the business of the Parent or any of its Subsidiaries or shall be engaged in an ancillary or related business; provided, further, still, that, if (1) any such Investment is made with a combination of cash and shares, stock or other securities of the Parent or any of its Subsidiaries and (2) immediately after giving effect to such Investment results purchase or other acquisition, the Revolving Credit Borrower and its Subsidiaries shall be in pro forma compliance with all of the Debt Rating being downgraded covenants set forth in Section 5.04, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lender Parties pursuant to Section 5.03 as though such purchase or other acquisition had been consummated as of the first day of the fiscal period covered thereby, and (E) the General Partner shall have delivered to the Administrative Agent, on behalf of the Lender Parties, at least five Business Days prior to the date on which any such purchase or other acquisition is to be consummated, a certificate of its chief financial officer, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in this clause (iv) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition; (v) Investments by more than one level, then the Applicable Margin shall increase by 0.50% per annumRevolving Credit Borrower and its Subsidiaries in Hedge Agreements permitted under Section 5.02(b)(v); (vi) extension Other Investments (including through newly-formed or acquired Subsidiaries) in Real Property and other assets reasonably related to the Revolving Credit Borrower’s and its Subsidiaries’ Real Property operations in an aggregate amount not exceeding (A) $10,000,000 in any single transaction or series of trade credit in the ordinary course of businessrelated transactions and (B) $50,000,000 for all such Investments; (vii) Guarantee Obligations permitted by Section 5.02(b)(xviii); and (viiviii) an Investment through the acquisition Investments consisting of loans by the Parent or any of its Subsidiaries of all of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisitionTerm B Borrower to 1031 Exchange Accomodators, the value proceeds of the Current Assets which will be used to acquire one or more replacement properties as part of such Person minus unsecured Debt of such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such acquisition; or (B) the Required Lenders consent to such acquisition; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that the calculations referred to in clauses (A)(1) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual Investment to which such calculations shall apply, provided, however, that, if such combination results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum1031 Exchange.

Investments in Other Persons. Other than as required to consummate Until the Merger TransactionsCompany has an Investment Grade Rating, make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, exceptPerson other than: (i) equity (A) Investments by the Parent Company and its Subsidiaries in their Subsidiaries outstanding on the date hereof and hereof, (B) additional Investments by the Company and its Subsidiaries in Subsidiary Guarantors, (C) additional Investments by Subsidiaries of the Company that are not Loan PartiesParties in other Subsidiaries that are not Subsidiary Guarantors and (D) additional Investments by the Loan Parties in Wholly-Owned Subsidiaries that are not Loan Parties in an aggregate amount invested from the date hereof not to exceed $100,000,000; (ii) loans and advances to employees in the ordinary course of the business of the Parent Company and its Subsidiaries as presently conducted in an aggregate principal amount not to exceed $1,000,000 5,000,000 at any time outstanding; (iii) Investments existing on the date hereof, including those listed on Schedule 5.02(g), and Investments in Cash EquivalentsMarketable Securities; (iv) Investments existing on the date hereof and described on Schedule 4.01(y) heretoconsisting of intercompany Debt; (v) Investments received in settlement of claims against another Person in connection with a bankruptcy proceeding against such Person; (vi) Investments arising in connection with receivables securitization programs to the extent permitted by Section 5.02(a)(v), (vii) the purchase or other Investments in an aggregate cash amount invested not to exceed $10,000,000 plus 50% acquisition of all of the Net Cash Proceeds from equity interests in any issuance of Equity Interests; providedPerson that, howeverupon the consummation thereof, that the consent will be a Wholly-Owned Subsidiary of the Required Lenders shall be required for Company or one or more of its Wholly-Owned Subsidiaries (including, without limitation, as a result of a merger or consolidation) and the purchase or other acquisition by the Company or one or more of its Wholly-Owned Subsidiaries of all or substantially all of the property and assets of any single Investment in which the cash to be committed or paid exceeds $2,000,000Person; providedprovided that, further, that with respect to Investments each purchase or other acquisition made under pursuant to this clause (v): vii): (A) the Loan Parties and any such newly created or acquired or organized Subsidiary shall comply with the requirements of Section 5.01(j); (B) the lines of business of the Parent Person to be (or any the property and assets of which are to be) so purchased or otherwise acquired shall be substantially the same lines of business as one or more of the principal businesses of the Company and its Subsidiaries in the ordinary course or complimentary to such lines of business; (C) the total cash consideration (including, without limitation, earnouts and other contingent payment obligations to, and the aggregate amounts paid or to be paid under noncompete, consulting and other affiliated agreements with, the sellers of such Person or assets and all assumptions of debt, liabilities and other obligations in connection therewith) paid by or on behalf of the Company and its Subsidiaries after July 31, 2007 for any such purchase or other acquisition, when aggregated with the total cash consideration paid by or on behalf of the Company and its Subsidiaries for all other purchases and other acquisitions made by the Company and its Subsidiaries pursuant to this clause (vii), shall be a wholly owned Subsidiary thereof; not exceed $150,000,000; (B1) immediately before and immediately after giving effect theretoto any such purchase or other acquisition, no Default shall have occurred and be continuing or would result therefrom; and (C2) immediately after giving effect to such purchase or other acquisition, the Company and its Subsidiaries shall be in pro forma compliance with all of the covenants set forth in Section 5.03, such compliance to be determined on the basis of financial statements of such Person or assets as though such purchase or other acquisition had been consummated as of the first day of the fiscal period covered thereby; and (E) the Company shall have delivered to the Agent, on behalf of the Lenders, at least five Business Days prior to the date on which any company such purchase or business acquired other acquisition is to be consummated, a certificate of the chief financial officer, controller or invested treasurer of the Company, in form and substance reasonably satisfactory to the Agent, certifying that all of the requirements set forth in this clause (vii) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition; and (viii) Investments by the Company and its Subsidiaries after July 31, 2007 which are not otherwise permitted under this Section 5.02(g) in an aggregate amount not to exceed $100,000,000; provided that, with respect to each Investment made after the date hereof pursuant to this clause (vviii): (A) such Investment shall be in property and assets which are part of, or in lines of business that are, substantially the same line lines of business as the business one or more of the Parent or any principal businesses of the Company and its Subsidiaries in the ordinary course or complimentary lines of business; (B) any determination of the amount of such Investment shall include all cash consideration (including, without limitation, earnouts and other contingent payment obligations to, and the aggregate amounts paid or to be engaged paid under noncompete, consulting and other affiliated agreements with, the sellers of such investment and all assumptions of debt, liabilities and other obligations in an ancillary connection therewith) paid by or related businesson behalf of the Company and its Subsidiaries in connection with such Investment; provided, further, still, that, if and (C) (1) immediately before and immediately after giving effect to any such Investment is made with a combination of cash and shares, stock purchase or other securities of the Parent or any of its Subsidiaries acquisition, no Default shall have occurred and be continuing and (2) immediately after giving effect to such Investment results in purchase or other acquisition, the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum; (vi) extension of trade credit in the ordinary course of business; and (vii) an Investment through the acquisition by the Parent or any of Company and its Subsidiaries of shall be in pro forma compliance with all of the outstanding Capital Stock covenants set forth in Section 5.03, such compliance to be determined on the basis of another Person solely in exchange financial statements for the Capital Stock such Investment as though such Investment had been consummated as of the Parent and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value first day of the Current Assets of such Person minus unsecured Debt of such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such acquisition; or (B) the Required Lenders consent to such acquisition; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that the calculations referred to in clauses (A)(1) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual Investment to which such calculations shall apply, provided, however, that, if such combination results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumfiscal period covered thereby.

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, except: (iA) equity Investments by the Parent Borrower and its Subsidiaries in their Subsidiaries outstanding on the date hereof and hereof, (B) additional Investments by the Borrower and its Subsidiaries in Loan Parties, (C) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties and (D) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in wholly-owned Subsidiaries that are not Loan Parties in an aggregate amount invested from the date hereof not to exceed $15,000,000; (ii) loans and advances to employees in the ordinary course of the business of the Parent Borrower and its Subsidiaries as presently conducted in an aggregate principal amount not to exceed $1,000,000 500,000 at any time outstanding; (iii) Investments by the Borrower and its Subsidiaries in Cash Equivalents; (iv) Investments existing on the date hereof and described on Schedule 4.01(y4.01(w) hereto; (v) other Investments in an aggregate cash amount invested not to exceed $10,000,000 plus 50% Hedge Agreements permitted under Article V; (vi) Investments consisting of intercompany Debt permitted under Section 5.02(b); (vii) the purchase or other acquisition of all of the Net Cash Proceeds from any issuance of Equity Interests; providedInterests in, however, that the consent or all or substantially all of the Required Lenders shall property and assets of, any Person that, upon the consummation thereof, will be required for any single Investment in which wholly-owned directly by the cash to be committed Borrower or paid exceeds $2,000,000one or more of its wholly-owned Subsidiaries (including, without limitation, as a result of a merger or consolidation); providedprovided that, further, that with respect to Investments each purchase or other acquisition made under pursuant to this clause (v): vii): (A) any such newly created or acquired or organized Subsidiary shall comply with the requirements of Section 5.01(j); (B) the lines of business of the Parent Person to be (or any the property and assets of its Subsidiaries which are to be) so purchased or otherwise acquired shall be Permitted Businesses; (C) such purchase or other acquisition shall not include or result in any contingent liabilities that could reasonably be expected to be material to the business, financial condition or operations of the Borrower and its Subsidiaries, taken as a wholly owned whole (as determined in good faith by the board of directors (or the persons performing similar functions) of the Borrower or such Subsidiary thereof; if the board of directors is otherwise approving such transaction and, in each other case, by the Responsible Officer; (B1) immediately before and immediately after giving effect theretoto any such purchase or other acquisition, no Default shall have occurred and be continuing or would result therefrom; and (C) any company or business acquired or invested in pursuant to this clause (v) shall be in the same line of business as the business of the Parent or any of its Subsidiaries or shall be engaged in an ancillary or related business; provided, further, still, that, if (1) any such Investment is made with a combination of cash and shares, stock or other securities of the Parent or any of its Subsidiaries and (2) immediately after giving effect to such Investment results purchase or other acquisition, the Borrower and its Subsidiaries shall be in pro forma compliance with all of the Debt Rating being downgraded by more than one levelcovenants set forth in Section 5.04, then such compliance to be determined on the Applicable Margin shall increase by 0.50% per annum; (vi) extension basis of trade credit in the ordinary course financial information most recently delivered to the Administrative Agent and the Lender Parties pursuant to Section 5.03 as though such purchase or other acquisition had been consummated as of businessthe first day of the fiscal period covered thereby; and (viiE) an Investment through the acquisition by the Parent or any of its Subsidiaries of all of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify have delivered to the Administrative Agent that Agent, on behalf of the Minimum Required Synergies shall be achieved Lender Parties, at least five Business Days prior to the date on which any such purchase or other acquisition is to be consummated, a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in this clause (vii) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition; or and (Bviii) Investments by the Required Lenders consent Borrower and its Subsidiaries not otherwise permitted under this Section 5.02(f) in an aggregate amount (together with the aggregate amount of Investments made pursuant to such acquisitionclause (ix)(B) below) not to exceed $50,000,000; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that the calculations referred to in clauses (A)(1) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual Investment to which such calculations shall apply, provided, however, that, with respect to each Investment made pursuant to this clause (viii): (A) such Investment shall not include or result in any contingent liabilities that could reasonably be expected to be material to the business, financial condition or operations of the Borrower and its Subsidiaries, taken as a whole (as determined in good faith by the board of directors (or persons performing similar functions) of the Borrower or such Subsidiary if the board of directors is otherwise approving such combination results transaction and, in each other case, by a Responsible Officer); (B) such Investment shall be in property and assets which are part of, or in lines of business which are Permitted Businesses; (C) any determination of the Debt Rating being downgraded amount of such Investment shall include all cash and noncash consideration (including, without limitation, the fair market value of all Equity Interests issued or transferred to the sellers thereof, all indemnities, earnouts and other contingent payment obligations to, and the aggregate amounts paid or to be paid under noncompete, consulting and other affiliated agreements with, the sellers thereof, all write-downs of property and assets and reserves for liabilities with respect thereto and all assumptions of debt, liabilities and other obligations in connection therewith) paid by more than one levelor on behalf of the Borrower and its Subsidiaries in connection with such Investment; (1) immediately before and immediately after giving effect to any such purchase or other acquisition, then no Default shall have occurred and be continuing and (2) immediately after giving effect to such purchase or other acquisition, the Applicable Margin Borrower and its Subsidiaries shall increase by 0.50% per annum.be in pro forma compliance with all of the covenants set forth in Section 5.04, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lender Parties pursuant to Section 5.03 most recently delivered to the Administrative Agent and the Lender Parties as though such Investment had been consummated as of the first day of the fiscal period covered thereby;

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any PersonInvestment, except: (iA) equity Investments by the Parent Borrower and its Subsidiaries in their Subsidiaries outstanding on the date hereof and (B) additional equity Investments in Loan Parties; (ii) loans and advances to employees in the ordinary course of the business of the Parent Loan Parties and its their Subsidiaries as presently conducted in compliance with all applicable laws (including the Xxxxxxxx-Xxxxx Act of 2002, as amended) and in an aggregate principal amount not to exceed $1,000,000 at any time outstanding; (iii) Investments by the Loan Parties and their Subsidiaries in Cash Equivalents; (iv) Investments existing on the date hereof and described on Schedule 4.01(y4.01(w) hereto; (v) other Investments by the Borrower in an aggregate cash amount invested not to exceed $10,000,000 plus 50% Hedge Agreements permitted under Section 5.02(b)(i)(A); (vi) Investments consisting of intercompany Debt permitted under Section 5.02(b) among the Net Cash Proceeds from Loan Parties; (vii) Investments of any issuance of Equity Interests; provided, however, that Person existing at the consent of the Required Lenders shall be required for any single Investment in which the cash to be committed or paid exceeds $2,000,000; provided, further, that with respect to Investments made under this clause (v): (A) any newly acquired or organized time such Person becomes a Subsidiary of the Parent Borrower or consolidates or merges with the Borrower or any of its Subsidiaries (including in connection with an Investment permitted under Section 5.02(f)(ix)) so long as such Investments were not made in contemplation of such Person becoming a Subsidiary of the Borrower or of such merger and such Person shall use commercially reasonable efforts to promptly cause such Investments to comply with this Agreement; (viii) Investments received in connection with the dispositions of assets permitted by Section 5.02(e); (ix) the purchase or other acquisition by the Borrower or any of its Subsidiaries of (A) all of the Equity Interests in any Person that, upon the consummation thereof, will be wholly owned directly by the Borrower or one or more of its wholly owned Subsidiaries (including, without limitation, as a result of a merger or consolidation) or (B) the assets comprising a division of business unit of, or all or a substantial part of the business of, any Person; provided that, with respect to each purchase or other acquisition made pursuant to this clause (ix): (A) the Loan Parties and any such newly created or acquired Subsidiary shall comply with the requirements of Section 5.01(j); (B) the lines of business of the Person to be (or the property and assets of which are to be) so purchased or otherwise acquired shall be substantially the same lines of business as those of the Borrower and its Subsidiaries or lines of business reasonably related or ancillary thereto; (C) the total cash consideration (including all assumption of debt, liabilities and other obligations in connection therewith) paid by or on behalf of the Borrower and its Subsidiaries for any such purchase or other acquisition, when aggregated with the total cash consideration (including all assumption of debt, liabilities and other obligations in connection therewith) paid by or on behalf of the Borrower and its Subsidiaries for all other purchases and other acquisitions made by the Borrower and its Subsidiaries pursuant to this clause (ix), shall not exceed, if immediately after giving pro forma effect to such purchase or other acquisition the Total Leverage Ratio shall be (1) higher than 4.00:1.00, $50,000,000, (2) higher than 3.50:1.00 but lower than or equal to 4.00:1.00, $75,000,000 and (3) otherwise, $125,000,000; provided that immediately after giving effect to any such Investment either (a) the availability under the First Lien Senior Credit Facilities shall be at least $15,000,000 or (b) the Borrower shall have at least $15,000,000 of cash on hand; provided, further that (i) Investments made in compliance with this Section 5.02(f)(ix)(C) may continue to be maintained in the event that the Total Leverage Ratio increases after the consummation of such Investment (other than as a wholly owned Subsidiary thereof; result of such Investment and any transaction related thereto) so that such Investments would no longer be permitted had they been made after such increase and (Bii) no Default as a result of a breach of this Section 5.02(f)(ix)(C) shall occur solely as a result of any such increase in the Total Leverage Ratio; (1) immediately before and immediately after giving pro forma effect theretoto any such purchase or other acquisition, no Default shall have occurred and be continuing or would result therefrom; and (C2) immediately after giving pro forma effect to such purchase or other acquisition, (x) the Borrower and its Subsidiaries shall be in pro forma compliance with the covenant set forth in Section 5.04, (y) the Total Leverage Ratio shall be at least 0.25 below the Maximum Total Leverage Ratio that shall then be applicable under Section 5.04 and (z) the Administrative Agent shall have received reasonable projections demonstrating pro forma compliance with such covenant through the Termination Date with respect to the Facility, such ratios and compliance to be determined on the basis of the financial statements most recently required to be delivered to the Administrative Agent and the Lenders pursuant to Section 5.03(b) or (c), as the case may be, as though such purchase or other acquisition had been consummated as of the first day of the fiscal period covered thereby; and (E) such Loan Party shall have delivered to the Administrative Agent, on behalf of the Lenders, at least five Business Days prior to the date on which any company such purchase or business acquired other acquisition is to be consummated, a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in this clause (ix) have been satisfied or invested will be satisfied on or prior to the consummation of such purchase or other acquisition; (x) Investments by Loan Parties in Subsidiaries that are not Loan Parties, including, without limitation, capital contributions, loans and advances by Loan Parties to Subsidiaries that are not Loan Parties and Guarantees by Loan Parties of Debt of Subsidiaries that are not Loan Parties, in an aggregate amount for all Investments made under this clause (x) not to exceed $20,000,000 at any time outstanding; and (xi) Investments by the Borrower and its Subsidiaries not otherwise permitted under this Section 5.02(f) in an aggregate amount not to exceed $7,500,000 plus an amount equal to any returns of capital actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); provided that, with respect to each Investment made pursuant to this clause (v) shall be in the same line of business as the business xi), any determination of the Parent or any amount of its Subsidiaries or shall be engaged in an ancillary or related business; provided, further, still, that, if (1) any such Investment is made with a combination of shall include all cash and sharesnoncash consideration (including, stock or other securities of without limitation, the Parent or any of its Subsidiaries and (2) such Investment results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum; (vi) extension of trade credit in the ordinary course of business; and (vii) an Investment through the acquisition by the Parent or any of its Subsidiaries fair market value of all of Equity Interests issued or transferred to the outstanding Capital Stock of another Person solely in exchange for sellers thereof, all indemnities, earnouts and other contingent payment obligations to, and the Capital Stock of the Parent aggregate amounts paid or to be paid under noncompete, consulting and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisitionother affiliated agreements with, the value sellers thereof, all write-downs of the Current Assets property and assets and reserves for liabilities with respect thereto and all assumptions of such Person minus unsecured Debt of such Person to be assumed debt, liabilities and other obligations in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3connection therewith) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer paid by or on behalf of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of and its Subsidiaries in connection with such acquisition; or (B) the Required Lenders consent to such acquisition; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that the calculations referred to in clauses (A)(1) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual Investment to which such calculations shall apply, provided, however, that, if such combination results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumInvestment.

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, exceptother than: (i) equity Investments by the Parent and its Subsidiaries (A) Loan Parties in their Subsidiaries outstanding on the date hereof and additional Investments investments in such Subsidiaries and (B) Subsidiaries of the Revolving Credit Borrower that are not Loan PartiesParties in their Subsidiaries; (ii) loans and advances to employees in the ordinary course of the business of the Parent and its Subsidiaries in an aggregate principal amount not to exceed $1,000,000 at any time outstanding; (iii) Investments in Cash Equivalents; (iii) Investments consisting of intercompany Debt permitted under Section 5.02(b)(vii) or (viii); (iv) Investments existing (including through newly-formed Subsidiaries) consisting of (x) so long as the Leverage Ratio is at least 0.025:1.0 below the Leverage Ratio required to be maintained at such time pursuant to Section 5.04(a) on a pro forma basis after giving effect to the date hereof and described on Schedule 4.01(ymaking of such Investment, the acquisition of Office Real Property (or of all of the Equity Interests in, or all or substantially all of the assets of, a Person primarily engaged in owning or managing Office Real Property, which Person will, upon consummation of such acquisition of Equity Interests or assets, become a wholly-owned Subsidiary of the Revolving Credit Borrower) hereto; (v) other Investments in an aggregate cash amount invested not to exceed $10,000,000 plus 5010% of Total Asset Value in any single transaction and (y) the Net Cash Proceeds from any issuance acquisition of other Real Property (or of the Equity InterestsInterests in a Person primarily engaged in owning or managing Real Property) in an aggregate amount for all such Investments made pursuant to this clause (y) not to exceed 5% of Total Asset Value at such time; provided, however, that the consent of the Required Lenders shall be required for any single Investment in which the cash to be committed or paid exceeds $2,000,000; providedthat, further, that with respect to Investments each purchase or other acquisition made under pursuant to this clause (v): iv): (A) the Loan Parties and, if applicable, any such newly created or acquired Subsidiary, shall comply with the applicable requirements of Section 5.01(j), (B) such purchase or organized Subsidiary other acquisition shall not include or result in any contingent liabilities that could reasonably be expected to be materially adverse to the business, financial condition, operations or prospects of the Parent General Partner and its Subsidiaries, taken as a whole, (C) the purchase price for any such Investment shall be determined by reference to the total cash and noncash consideration (including, without limitation, the fair market value of all Equity Interests issued or any transferred to the sellers of such Person or assets, all indemnities, earnouts and other contingent payment obligations to, and the aggregate amounts paid or to be paid under noncompete, consulting and other affiliated agreements with, the sellers of such Person or assets, all write-downs of property and assets and reserves for liabilities with respect thereto and all assumptions of debt, liabilities and other obligations in connection therewith) paid by or on behalf of the Revolving Credit Borrower and its Subsidiaries shall be a wholly owned Subsidiary thereof; for any such purchase or other acquisition, (BD) (1) immediately before and immediately after giving effect theretoto any such purchase or other acquisition, no Event of Default shall have occurred and be continuing or would result therefrom; and (C) any company or business acquired or invested in pursuant to this clause (v) shall be in the same line of business as the business of the Parent or any of its Subsidiaries or shall be engaged in an ancillary or related business; provided, further, still, that, if (1) any such Investment is made with a combination of cash and shares, stock or other securities of the Parent or any of its Subsidiaries and (2) immediately after giving effect to such Investment results purchase or other acquisition, the Revolving Credit Borrower and its Subsidiaries shall be in pro forma compliance with all of the Debt Rating being downgraded covenants set forth in Section 5.04, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lender Parties pursuant to Section 5.03 as though such purchase or other acquisition had been consummated as of the first day of the fiscal period covered thereby, and (E) the General Partner shall have delivered to the Administrative Agent, on behalf of the Lender Parties, at least five Business Days prior to the date on which any such purchase or other acquisition is to be consummated, a certificate of its chief financial officer, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in this clause (iv) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition; (v) Investments by more than one level, then the Applicable Margin shall increase by 0.50% per annum;Revolving Credit Borrower and its Subsidiaries in Hedge Agreements permitted under Section 5.02(b)(v); and (vi) extension of trade credit Other Investments (including through newly-formed or acquired Subsidiaries) in the ordinary course of business; and (vii) an Investment through the acquisition by the Parent or any of its Subsidiaries of all of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent Real Property and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify other assets reasonably related to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date Revolving Credit Borrower’s and its Subsidiaries’ Real Property operations in an aggregate amount not exceeding (A) $5,000,000 in any single transaction or series of such acquisition; or related transactions and (B) the Required Lenders consent to $25,000,000 for all such acquisition; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that the calculations referred to in clauses (A)(1) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual Investment to which such calculations shall apply, provided, however, that, if such combination results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumInvestments.

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make Make or hold, or permit any of its Subsidiaries to make or hold, hold any Investment in any other Person, except: (ia) equity Investments by the Parent and its Subsidiaries in their Subsidiaries outstanding on the date hereof by Borrower in its Subsidiaries and additional Investments (made with assets not constituting Borrowing Base Collateral) in Loan Parties;a Former Borrower; SECOND AMENDED AND RESTATED ABL CREDIT AGREEMENT (iib) loans and advances to employees in the ordinary course of the business of the Parent and its Subsidiaries Borrower as presently conducted in an aggregate principal amount not to exceed $1,000,000 5,000,000 at any time outstanding, and made in compliance with the provisions of the Xxxxxxxx-Xxxxx Act of 2002; (iiic) Investments by Borrower in cash or Cash Equivalents; (ivd) Investments existing on the date hereof and described on Schedule 4.01(yany refinancings, extensions, replacements and renewals of such Investments so long as the amount of such refinanced, extended, replaced or renewed Investment is not increased; (e) heretothe purchase or other acquisition of a business unit, division or all of the Equity Interests in any other Person that, upon the consummation thereof, will be a wholly owned Subsidiary of Borrower (including, without limitation, as a result of a merger or consolidation) and the purchase or other acquisition by Borrower of all or substantially all of the property and assets of any other Person; provided that, with respect to each purchase or other acquisition made pursuant to this clause (e): (i) the lines of business of the Person to be (or the property and assets of which are to be) so purchased or otherwise acquired shall be substantially the same lines of business as one or more of the principal businesses of Borrower in the ordinary course; (ii) such purchase or other acquisition shall not include or result in any contingent liabilities that could reasonably be expected to be material to the business, financial condition or operations of Borrower, taken as a whole (as determined in good faith by the board of directors (or the Persons performing similar functions) of Borrower, if the board of directors is otherwise approving such transaction, or, in each other case, by a Financial Officer of Borrower); (iii) after giving pro forma effect to such purchase or other acquisition, the Payment Condition shall be satisfied; (iv) [Reserved]; (v) other Investments [Reserved]; and (vi) any assets owned by such Person or business prior to its acquisition by Borrower shall both (A) undergo field exams, an audit and, in the case of Parts Inventory (and, if included in the Borrowing Base, Additional Inventory) an aggregate cash amount invested not appraisal by the Administrative Agent or its designee and (B) be subject to exceed $10,000,000 plus 50the perfected security interest of the Administrative Agent therein, in each case, prior to such assets being included in the calculation of the Borrowing Base; provided that if the value of such additional assets is less than or equal to 5% of the Net Cash Proceeds from any issuance of Equity Interests; providedCommitments, however, that such additional assets may be included in the consent calculation of the Required Lenders shall be required for any single Borrowing Base at the Administrative Agent’s discretion without an updated field exam, audit or appraisal. (f) Investments in Permitted Joint Ventures so long as at the time of such Investment in which the cash to be committed or paid exceeds $2,000,000; provided, further, that with respect to Investments made under this clause (v): (A) any newly acquired or organized Subsidiary of the Parent or any of its Subsidiaries shall be a wholly owned Subsidiary thereof; (B) immediately before and after giving effect thereto, no Default shall have occurred and be continuing or would result therefrom; and (C) any company or business acquired or invested in pursuant to this clause (v) the Payment Condition shall be in the same line of business as the business of the Parent or any of its Subsidiaries or shall be engaged in an ancillary or related business; provided, further, still, that, if (1) any such Investment is made with a combination of cash and shares, stock or other securities of the Parent or any of its Subsidiaries and (2) such Investment results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumsatisfied; (vig) extension of trade credit receivables and prepaid expenses, in each case arising in the ordinary course of business; and (vii) an Investment through the acquisition by the Parent or any of its Subsidiaries of all of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such receivables and prepaid expenses would be recorded as assets of such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case accordance with GAAP; SECOND AMENDED AND RESTATED ABL CREDIT AGREEMENT (h) Investments received as consideration for asset dispositions permitted pursuant to Section 6.05; (i) Investments for which the most recent twelve full months preceding the date sole consideration provided is Equity Interests of Borrower so long as payment of such acquisitionconsideration does not result in a Change of Control; (j) Investments in securities of trade creditors, (2) immediately preceding the date suppliers or customers received pursuant to any plan of reorganization, proposal, restructuring, workout or similar arrangement of such trade creditor, supplier or customer or upon the compromise of any debt created in the ordinary course of business owing to Borrower or a Subsidiary, whether through litigation, arbitration or otherwise; (k) other Investments, if at the time of the making thereof and after giving pro forma affect thereto the Payment Condition is satisfied; provided that if any such Investment involves any purchase or acquisition, the value requirements of subclauses (i) through (vi) (other than subclause (iii)) of clause (e) above shall have been satisfied; (l) Investments in Navistar International or any Restricted Subsidiary of Navistar International so long as Adjusted Excess Availability shall be equal or greater than the greater of $15,625,000 and 12.5% of the Current Assets Commitments; provided that if any such Investment involve any purchase or acquisition, the requirements of subclause (i) through (vi) (other than subclause (iii)) of clause (e) above shall have been satisfied; (m) other Investments in an amount not to exceed $125,000,000 at any time outstanding; (n) so long as no Default or Event of Default is then continuing or would result therefrom, loans or advances to, guarantees in favor of, and other extensions of credit to customers and suppliers in the ordinary course of business; (o) Guaranteed Debt otherwise permitted under Section 6.01 to the extent constituting an Investment; (p) Guaranteed Debt of Borrower in connection with Recovery Zone Bonds; (q) Investments pursuant to Master Intercompany Agreements and the Support Agreement; (r) Investments in (or asset dispositions to) Restricted Subsidiaries of Navistar International so long as any such Investment (or disposition) is part of a series of simultaneous Investments (and/or dispositions) by various Restricted Subsidiaries in other Restricted Subsidiaries (collectively, an “Investment Series” (with each such Investment in the Investment Series (or disposition) having an equal aggregate amount (or fair market value)) that results in the aggregate proceeds of the initial Investment (or disposition) being invested in one or more Restricted Subsidiaries that are not Borrower; provided that (x) such Investment Series be completed within three Business Days following the date upon which the first transaction in such Investment Series occurs, (y) none of the Investments in the Investment Series include a sale or other disposition of the Borrowing Base Collateral (except to the extent such Investment is a transfer of cash or Cash Equivalents from a Collection Account and such transferred cash or Cash Equivalents shall remain subject to a perfected security interest of the Administrative Agent, and the validly, perfection and priority of such Person minus unsecured Debt of security interest shall not be impaired by or in connection with such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, transfer) and (3z) if no more than $25,000,000 of cash or Cash Equivalents may be transferred from the date of Collection Account in connection with such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to Investment Series SECOND AMENDED AND RESTATED ABL CREDIT AGREEMENT unless the Administrative Agent has received opinions of counsel, satisfactory to Administrative Agent, that such cash and Cash Equivalents remain subject to a perfected security interest of the Minimum Required Synergies shall be achieved prior to Administrative Agent, and the date validly, perfection and priority of such acquisition; security interest shall not be impaired by or (B) the Required Lenders consent to in connection with such acquisition; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantortransfer; provided, further, that (A) the calculations referred initial Investment (or disposition) was made by a Restricted Subsidiary and (B) Borrower shall not have made an Investment (or disposition) in an amount in excess of the amount of proceeds Borrower received by way of an Investment by another Restricted Subsidiary in Borrower (except to in clauses the extent any such excess is permitted by, and (A)(1if applicable) reduces availability under, Sections 6.06(e), (f), (h), (k) and (A)(2m)); and (s) above guarantees by Borrower of any Indebtedness under the Term Loan Documents or any refunding, refinancing, restructuring, renewal or replacement thereof permitted under Section 6.01(s). For purposes of covenant compliance, the amount of any Investment shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual Investment to which such calculations shall applyamount actually invested, provided, however, that, if such combination results without adjustment for subsequent increases or decreases in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumvalue thereof.

Investments in Other Persons. Other than as required to consummate the Merger TransactionsThe Credit Parties will not, make or hold, or nor will they permit any of its their Restricted Subsidiaries to to, directly or indirectly, at any time make or hold, hold any Investment in any PersonPerson (whether in cash, exceptsecurities or other property of any kind) other than: (i) equity Investments by the Parent and its Subsidiaries in their Subsidiaries outstanding on the date hereof and additional Investments in Loan PartiesCash Equivalents so long as the Agent has a perfected, first priority Lien on such Cash Equivalents; (ii) Advances or loans and advances to employees made in the ordinary course of the business of the Parent and its Subsidiaries in an aggregate principal amount not to exceed $1,000,000 250,000 outstanding at any one time outstandingto any one Person and $1,000,000 in the aggregate outstanding at any one time; (iii) Investments between the Credit Parties and their Restricted Subsidiaries in Cash Equivalentsexistence as of the date hereof and described on Schedule 7.2(f); (iv) the endorsement of instruments for collection or deposit in the ordinary course of business; (v) stock or obligations issued to a Credit Party by any Person (or the representative of such Person) in respect of Indebtedness of such Person owing to such Credit Party in connection with the insolvency, bankruptcy, receivership or reorganization of such Person or a composition or readjustment of the debts of such Person; PROVIDED, THAT, the original of any such stock or instrument evidencing such obligations and issued to a Credit Party or any of its Restricted Subsidiaries shall be promptly delivered to the Agent, upon the Agent's request, together with such stock power, assignment or endorsement by such Credit Party or Subsidiary as the Agent may request; (vi) Investments existing in existence on the date hereof and described on Schedule 4.01(y) hereto7.2(f); (vvii) other Investments of up to $60,000,000 of the Central Proceeds in the Designated Accounts, pending application of such proceeds in accordance with the second sentence of Section 2.9(d); (viii) So long as no Default or Event of Default has occurred and is continuing or would result therefrom, upon the Agent's receipt of a certificate from an aggregate cash Authorized Officer of the Guarantor in reasonable detail certifying that the Guarantor will promptly apply a specified amount invested of funds in the Designated Accounts toward one of the permitted uses set forth in clauses (x), (y) or (z) of Section 2.9(d) and a legal opinion reasonably satisfactory to the Agent that such application will not to exceed violate the Indenture, then the Guarantor may apply such amount in accordance with such clauses; (ix) so long as no Default or Event of Default has occurred and is continuing or would result therefrom and the Unused Availability is at least $10,000,000 plus 50% of the Net Cash Proceeds from any issuance of Equity Interests; provided, however, that the consent of the Required Lenders shall be required for any single Investment in which the cash to be committed or paid exceeds $2,000,000; provided, further, that with respect to Investments made under this clause (v): (A) any newly acquired or organized Subsidiary of the Parent or any of its Subsidiaries shall be a wholly owned Subsidiary thereof; (B) immediately before and after giving effect thereto, upon prior written notice to the Agent and the Lenders, Permitted Acquisitions; PROVIDED, HOWEVER, that (A) prior to any such Permitted Acquisition the Credit Parties shall deliver to the Agent and the Lenders good faith projections in form and substance acceptable to the Agent and the Lenders which demonstrate that the Credit Parties will remain in compliance with the covenants in this Credit Agreement after giving effect to such Acquisition and (B) the Net Debt to Adjusted EBITDA Ratio of the Guarantor and its Restricted Subsidiaries calculated on a pro forma basis satisfactory to the Majority Lenders after giving effect to such Permitted Acquisition and the Central Sale is not greater than 6.5:1.0; (x) such other Investments as the Agent and the Majority Lenders may approve in writing in their sole discretion; and (xi) so long as no Default shall have or Event of Default has occurred and be is continuing or would result therefrom; therefrom and (C) any company or business acquired or invested in pursuant the Consolidated Interest Coverage Ratio is at least 1.6:1.00 for the most recently ended fiscal quarter, upon prior written notice to this clause (v) shall be in the same line of business as Agent and the business of the Parent or any of its Subsidiaries or shall be engaged Lenders, Acquisitions in an ancillary or related business; provided, further, still, that, if (1) any such Investment is made Unrestricted Subsidiary with a combination of cash and shares, stock or other securities of the Parent or any of its Subsidiaries and (2) such Investment results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum; (vi) extension of trade credit in the ordinary course of business; and (vii) an Investment through the acquisition by the Parent or any of its Subsidiaries of all of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such acquisition; or (B) the Required Lenders consent to such acquisition; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that the calculations referred to in clauses (A)(1) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual Investment to which such calculations shall apply, provided, however, that, if such combination results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum.

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, exceptPerson other than: (iA) equity Investments by the Parent Borrower and its Subsidiaries in their Subsidiaries outstanding on the date hereof, (B) Investments by the Borrower or any Subsidiary in any Subsidiary Guarantor, (C) additional Investments by the Borrower and the Subsidiary Guarantors in wholly-owned domestic Subsidiaries in an aggregate amount invested from the date hereof not to exceed $5,000,000, provided that, with respect to Investments in any newly acquired or created wholly-owned Subsidiary, such Subsidiary (x) shall become an additional grantor pursuant to the terms of the Security Agreement and shall become a Subsidiary Guarantor pursuant to the terms of the Subsidiary Guaranty, in each case if such Subsidiary is a Material Subsidiary and (y) shall engage in a business similar to that engaged in by the Borrower and its Subsidiaries on the date hereof and (C) additional Investments by foreign Subsidiaries of the Borrower in Loan Partieswholly-owned Subsidiaries in an aggregate amount invested from the date hereof not to exceed $500,000; (ii) loans and advances (other than loans and advances set forth on Schedule 5.02(f)) to employees in the ordinary course of the business of the Parent Borrower and its Subsidiaries as presently conducted in an aggregate principal amount not to exceed $1,000,000 at any time outstanding; (iiiA) Investments by the Borrower and its Subsidiaries in Cash EquivalentsEquivalents of amounts on deposit in the Cash Collateral Account, (B) Investments by D.C. Chartered Health Plan, Inc. and Virginia Chartered Health Plan, Inc. in Cash Equivalents of amounts on deposit in deposit accounts that are required to be kept on deposit by such Person by its respective governmental regulatory authority and (C) Investments by the Borrower and its Subsidiaries (other than the Investments described in clause (A)) in an aggregate principal amount not to exceed $2,500,000 at any time outstanding; (iv) Investments consisting of intercompany Debt permitted under Section 5.02(b)(ii); (v) Investments existing on the date hereof and described on Schedule 4.01(y5.02(f) hereto;; and (vvi) other Investments in an aggregate cash amount invested not to exceed $10,000,000 plus 50% of the Net Cash Proceeds from any issuance of Equity Interests500,000; provided, however, that the consent of the Required Lenders shall be required for any single Investment in which the cash to be committed or paid exceeds $2,000,000; provided, further, provided that with respect to Investments made under this clause (v): vii), (A1) any newly acquired or organized created Subsidiary of the Parent Borrower or any of its Subsidiaries shall be a wholly owned Subsidiary thereof; (B2) immediately before and after giving effect thereto, no Default shall have occurred and be continuing or would result therefrom; (3) any newly acquired or created domestic Subsidiary of the Borrower or any of its Subsidiaries shall become an additional grantor pursuant to the terms of the Security Agreement and shall become a Subsidiary Guarantor pursuant to the terms of the Subsidiary Guaranty, in each case if such Subsidiary is a Material Subsidiary and (C4) any company or business acquired or invested in pursuant to this clause (vvii) shall be in the same line of business as the business of the Parent Borrower or any of its Subsidiaries or shall be engaged in an ancillary or related business; provided, further, still, that, if (1) any such Investment is made with a combination of cash and shares, stock or other securities of the Parent or any of its Subsidiaries and (2) such Investment results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum; (vi) extension of trade credit in the ordinary course of business; and (vii) an Investment through the acquisition by the Parent or any of its Subsidiaries of all of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such acquisition; or (B) the Required Lenders consent to such acquisition; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that the calculations referred to in clauses (A)(1) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual Investment to which such calculations shall apply, provided, however, that, if such combination results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumSubsidiaries.

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, exceptPerson other than: (i) equity Investments by the Parent Borrower and its Subsidiaries in their Subsidiaries (other than Central Tractor Distributing Co.) outstanding on the date hereof and additional investments in wholly-owned Subsidiaries in an aggregate amount invested from the date hereof not to exceed $5,000,000; provided that, with respect to Investments in Loan Partiesany newly acquired or created wholly-owned Subsidiary, such Subsidiary shall become an additional grantor pursuant to the terms of the Security Agreement and shall execute a guaranty in form and substance reasonably satisfactory to the Required Lenders; (ii) loans and advances to employees in the ordinary course of the business of the Parent Borrower and its Subsidiaries in an aggregate principal amount not to exceed $1,000,000 750,000 at any time outstanding; (iii) Investments by the Borrower and its Subsidiaries in Cash Equivalents; (iv) Investments consisting of intercompany Debt permitted under Section 5.02(b)(iii); (v) Investments existing on the date hereof and described on Schedule 4.01(y) X hereto; (vvi) in the case of the Borrower and its Subsidiaries, other Investments in an aggregate cash amount invested not to exceed $10,000,000 plus 50% of the Net Cash Proceeds from 2,500,000 (other than any issuance of Equity Interests; provided, however, that the consent of the Required Lenders shall be required for any single Investment in which the cash to be committed or paid exceeds $2,000,000Central Tractor Distributing Co.); provided, further, provided that with respect to Investments made under this clause (vvi): (A1) any newly acquired or organized created Subsidiary of the Parent Borrower or any of its Subsidiaries shall be a wholly wholly-owned Subsidiary thereof, shall become an additional grantor pursuant to the terms of the Security Agreement and shall execute a guaranty in form and substance reasonably satisfactory to the Required Lenders; (B2) immediately before and after giving effect thereto, no Default shall have occurred and be continuing or would result therefrom; and (C3) any company or business acquired or invested in pursuant to this clause (vvi) shall be in the same line of business as the business of the Parent Borrower or any of its Subsidiaries or shall be engaged in an ancillary or related business; provided, further, still, that, if (1) any such Investment is made with a combination of cash and shares, stock or other securities of the Parent or any of its Subsidiaries and (2) such Investment results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum; (vi) extension of trade credit in the ordinary course of businessSubsidiaries; and (vii) an Investment through in the acquisition case of Holding, Investments by the Parent or any of Holding in its Subsidiaries of all of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such acquisition; or (B) the Required Lenders consent to such acquisition; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that the calculations referred to in clauses (A)(1) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent capital stock as a result of any individual Investment to which such calculations shall apply, provided, however, that, if such combination results the transactions described in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumSection 5.02(b)(i)(B).

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, exceptPerson other than: (i) equity (A) Investments by the Parent Borrower and its Subsidiaries in their Subsidiaries outstanding on the date hereof and First Closing Date, (B) additional Investments in their wholly owned Subsidiaries that are Loan PartiesParties and (C) additional Investments in their wholly owned Subsidiaries that are not Loan Parties and the China Joint Venture, in the case of this clause (C), in an aggregate amount invested not to exceed an amount in any Fiscal Year equal to the sum of (x) $10,000,000 and (y) the aggregate amount of capital contributions made after the First Closing Date by the Equity Investors and new third party equity 144 114 investors in Parent in any Fiscal Year to the extent such amount was contributed to such Subsidiary as a capital contribution in such Fiscal Year (without duplication of amounts contributed pursuant to clauses (ii) and (ix) below), provided that, to the extent that any amount permitted to be invested in any Fiscal Year pursuant to clause (x) or (y) shall not have been so invested, such amount may be invested pursuant to this subsection (i) in the next succeeding Fiscal Year and any amounts invested in the next succeeding Fiscal Year shall be deemed to be applied first against the amount so carried over from the preceding Fiscal Year; (ii) loans Investments by the Borrower and its Subsidiaries in their non-wholly owned Subsidiaries and in other Persons that are not their Subsidiaries in an aggregate amount invested from the First Closing Date (A) not to exceed an amount in any Fiscal Year equal to the sum of (x) $5,000,000 and (y) the aggregate amount of capital contributions made after the First Closing Date by the Equity Investors and new third party equity investors in Parent in any Fiscal Year to the extent such amount was contributed to such Subsidiary as a capital contribution in such Fiscal Year (without duplication of amounts contributed pursuant to clause (i) above and clause (ix) below), provided that, to the extent that any amount permitted to be invested in any Fiscal Year pursuant to clause (x) or (y) above shall not have been so invested, such amount may be invested pursuant to this subsection (ii)(A) in the next succeeding Fiscal Year and any amounts invested in the next succeeding Fiscal Year shall be deemed to be applied first against the amount so carried over from the preceding Fiscal Year and (B) in addition to any Investments made pursuant to clause (A) above, an amount not to exceed $5,000,000; (iii) Loans and advances to employees in the ordinary course of the business of the Parent Borrower and its Subsidiaries as presently conducted in an aggregate principal amount not to exceed $1,000,000 7,500,000 for the purpose of purchasing common stock of Parent and an additional $2,000,000 at any time outstanding; (iiiiv) Investments by the Borrower and its Subsidiaries in Cash Equivalents; (ivv) Investments by the Borrower in Hedge Agreements permitted under Section 5.02(b)(i)(B); (vi) Investments consisting of intercompany Debt permitted under Section 5.02(b)(i)(A); 145 115 (vii) Investments existing on the date hereof First Closing Date and described on Schedule 4.01(y4.01(mm) hereto; (vviii) Investments consisting of notes and equity received pursuant to Section 5.02(e)(vi) or (vii); and (ix) other Investments made in connection with the acquisition of all or any part of the assets or stock or other equity interest of any Person or the acquisition or construction of New Centers in an aggregate cash amount invested not to exceed exceed, together with the aggregate amount of Debt incurred pursuant to Section 5.02(b)(iii)(F), $10,000,000 380,000,000 plus 50% the aggregate amount of capital contributions made after the First Closing Date by the Equity Investors and new third party equity investors in Parent in any Fiscal Year to the extent such amount was contributed as a capital contribution to the Borrower or to a wholly owned Subsidiary of the Net Cash Proceeds from Borrower making any issuance such Investment pursuant to this clause (ix) in such Fiscal Year (without duplication of Equity Interestsamounts contributed pursuant to clauses (i) and (ii) above); provided, however, that the consent of the Required Lenders shall be required for any single Investment in which the cash to be committed or paid exceeds $2,000,000; provided, further, provided that with respect to Investments investments made under this clause (vix): (A1) any newly acquired or organized created Subsidiary of the Parent Borrower or any of its Subsidiaries shall be a wholly owned Subsidiary thereofthereof and such Subsidiary (unless such Subsidiary is a Foreign Subsidiary) shall become a Subsidiary Guarantor and execute and deliver the documents referred to in Section 5.01(n); (B2) immediately before and after giving effect thereto, no Default shall have occurred and be continuing or would result therefrom; and (C3) substantially all of any company or business acquired or invested in pursuant to this clause (vix) shall be in the same or a substantially related line of business as the business of the Parent Borrower or any of its Subsidiaries or shall be engaged in an ancillary or related businessSubsidiaries; provided, further, still, that, if (1) any such Investment is made with a combination of cash and shares, stock or other securities of the Parent or any of its Subsidiaries and (24) such Investment results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum; (vi) extension of trade credit in the ordinary course of business; and (vii) an Investment through immediately after giving effect to the acquisition by the Parent of a company or any of its Subsidiaries of all of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock; providedbusiness pursuant to this clause (ix), that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the relevant Financial Statements, as though such acquisition had occurred at the beginning of the 12-month period covered thereby, as evidenced by a certificate of a Designated Financial Officer furnished to the Administrative Agent that Lender Parties, demonstrating such compliance and reflecting the Minimum Required Synergies shall be achieved prior to the date Adjusted EBITDA of such acquisition; or (B) the Required Lenders consent to such acquisition; provided, that, in any such case, any Person bowling center so acquired shall be a Subsidiary Guarantor; provided, further, that for the calculations referred to in clauses (A)(1) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual Investment to which such calculations shall apply, provided, however, that, if such combination results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumimmediately preceding 12-month period.

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, exceptPerson other than: (i) equity Investments by the Parent Guarantor in the Borrower; (ii) Investments by the Borrower and its Subsidiaries in their Subsidiaries outstanding on the date hereof and additional Investments in Loan Partiesdescribed on Schedule 4.01(kk) hereto; (iiiii) loans and advances to employees in the ordinary course of the business of the Parent Borrower and its Subsidiaries as presently conducted in an aggregate principal amount not to exceed $1,000,000 100,000 at any time outstanding; (iiiiv) Investments by the Borrower and its Subsidiaries in Cash Equivalents; (ivv) in the case of the Borrower, Investments existing on in respect of interest rate Hedge Agreements entered into from time to time by the date hereof Borrower with one or more counterparties that are Lender Parties or Affiliates of any of the Lender Parties at the time any such interest rate Hedge Agreement is entered into in an aggregate notional amount not to exceed (A) 50% of the aggregate Commitments under the Term Facilities at the time any such interest rate Hedge Agreement is entered into less (B) the aggregate notional amount of any interest rate Hedge Agreements that constitute Debt incurred under Section 5.02(b)(ii)(B) at such time; provided that all such interest rate Hedge Agreements shall be nonspeculative in nature (including, without limitation, with respect to the term and described on Schedule 4.01(y) heretopurpose thereof); (vvi) Investments by (A) the Borrower in any of its wholly owned U.S. Subsidiaries, (B) any of the wholly owned U.S. Subsidiaries of the Borrower in the Borrower or any other Investments wholly owned U.S. Subsidiary of the Borrower or (C) the Borrower or any of its wholly owned U.S. Subsidiaries in one or more non-wholly owned U.S. Subsidiaries of the Borrower or Foreign Subsidiaries in an aggregate cash amount invested for all such Investments not to exceed $10,000,000 plus 50% of 1,000,000 at any time; (vii) Investments by the Net Cash Proceeds from any issuance of Equity Interests; provided, however, that the consent of the Required Lenders shall be required for any single Investment in which the cash to be committed or paid exceeds $2,000,000; provided, further, that with respect to Investments made under this clause (v): (A) any newly acquired or organized Subsidiary of the Parent Borrower or any of its Subsidiaries in their respective customers or suppliers in an aggregate amount for all such Investments not to exceed $1,000,000 at any time; (viii) Investments by the Borrower and its wholly owned U.S. Subsidiaries in one or more newly acquired or created wholly owned U.S. Subsidiaries thereof with the proceeds of the Acquisition Advances or capital contributions made by, or the proceeds received from issuance and sale of additional Parent Guarantor Stock to, one or more of the Equity Investors, provided that, with respect to any such Investment made pursuant to this clause (viii): (1) any such newly acquired or created wholly owned U.S. Subsidiary of the Borrower shall comply with all of the applicable requirements of Section 5.01(o); (2) any business acquired or invested in shall be a in the specialty tool business, the home heating and cooling products business, the home security products business, the shed manufacturing business and/or the home comfort products business; (3) such newly acquired or created wholly owned U.S. Subsidiary thereofof the Borrower shall not have any material contingent liabilities (as determined in good faith by the board of directors of the Borrower); and (B4) (x) immediately before and after giving pro forma effect theretoto such Investment, no Default shall have occurred and be continuing or would result therefrom; and (Cy) any company or business acquired or invested immediately after giving effect to such Investment, the Parent Guarantor and its Subsidiaries shall be in pro forma compliance with all of the covenants set forth in Section 5.04, such compliance to be determined after giving effect to all pro forma cost savings of the Parent Guarantor and its Subsidiaries to be recognized as a result of such Investment and on the basis of the Consolidated financial statements of the Parent Guarantor and its Subsidiaries most recently delivered to the Lender Parties pursuant to Section 5.03(c) or 5.03(d) as though such Investment had been made as of the beginning of the fiscal period covered thereby, and all of the requirements set forth in this clause subclause (v4) shall be in certified by the same line of business as the business chief financial officer (or person performing similar functions) of the Parent or any of its Subsidiaries or shall be engaged Borrower in an ancillary or related business; provideda certificate, furtherin form and substance reasonably satisfactory to the Administrative Agent, stilland delivered to the Administrative Agent, that, if (1) any such Investment is made with a combination of cash and shares, stock or other securities on behalf of the Parent or any of its Subsidiaries and (2) Lender Parties, prior to making such Investment results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum; (vi) extension of trade credit in the ordinary course of businessInvestment; and (viiix) an Investment through the acquisition by the Parent acceptance of promissory notes received as payment, in whole or any of its Subsidiaries of all in part, of the outstanding Capital Stock purchase price of another Person solely in exchange for the Capital Stock shares of the Parent Guarantor Common Stock sold to officers, directors and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such acquisition; or (B) the Required Lenders consent to such acquisition; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that the calculations referred to in clauses (A)(1) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries employees of the Parent as a result of Guarantor and its Subsidiaries pursuant to Section 5.02(f)((i)(B) in an aggregate principal amount not to exceed $500,000 at any individual Investment to which such calculations shall apply, provided, however, that, if such combination results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumtime.

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, exceptPerson other than: (i) equity Investments by the Parent Borrower and its Subsidiaries in their Subsidiaries outstanding (other than any Foreign Subsidiary), provided that, with respect to Investments in any newly acquired or created wholly-owned Domestic Subsidiary, such Subsidiary (x) shall become an additional grantor pursuant to the terms of the Security Agreement and shall become a Subsidiary Guarantor pursuant to the terms of the Subsidiary Guaranty and (y) shall engage in a business similar to that engaged in by the Borrower and its Subsidiaries on the date hereof and additional Investments in Loan Partieshereof; (ii) loans and advances to employees in the ordinary course of the business of the Parent Borrower and its Subsidiaries as presently conducted in an aggregate principal amount not to exceed $1,000,000 300,000 at any time outstanding; (iii) Investments by the Borrower in Captain D's Properties or Captain D's Realty consisting of the transfer of real property and leasehold interests on terms satisfactory to the Lender Parties; (iv) Investments by the Borrower and its Subsidiaries in Cash Equivalents; (ivv) Investments by the Borrower in Hedge Agreements permitted under Section 5.02(b)(i); (vi) Investments consisting of intercompany Debt permitted under Section 5.02(b)(ii) and (b)(iii); (vii) Investments existing on the date hereof and described on Schedule 4.01(y4.01(kk) hereto; (vviii) other Investments in an aggregate cash amount invested not to exceed $10,000,000 plus 50% of the Net Cash Proceeds from any issuance of Equity Interests; provided, however, that the consent of the Required Lenders shall be required for any single Investment in which the cash to be committed or paid exceeds $2,000,000; provided, further, provided that with respect to Investments made under this clause (vviii): (A1) any newly acquired or organized created Subsidiary of the Parent Borrower or any of its Subsidiaries shall be a wholly wholly-owned Domestic Subsidiary thereof; (B2) immediately before and after giving effect thereto, no Default shall have occurred and be continuing or would result therefrom; and (C3) any company or business acquired or invested in pursuant to this clause (vvii) shall be in the same a similar line of business as the business of the Parent Borrower or any of its Subsidiaries or Subsidiaries; and (4) such Subsidiary shall be engaged in become an ancillary or related business; provided, further, still, that, if (1) any such Investment is made with a combination of cash and shares, stock or other securities additional grantor pursuant to the terms of the Parent or any Security Agreement and shall become a Subsidiary Guarantor pursuant to the terms of its Subsidiaries and (2) such Investment results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum; (vi) extension of trade credit in the ordinary course of businessSubsidiary Guaranty; and (viiix) an Investment through the acquisition by the Parent or any Investments constituting non-cash proceeds of its Subsidiaries of all of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify asset sales to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such acquisition; or (B) the Required Lenders consent to such acquisition; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that the calculations referred to in clauses (A)(1) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual Investment to which such calculations shall apply, provided, however, that, if such combination results in the Debt Rating being downgraded extent permitted by more than one level, then the Applicable Margin shall increase by 0.50% per annumSection 5.02(e)(viii).

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make Make or hold, or permit any of its ---------------------------- Subsidiaries to make or hold, any Investment in any Person, exceptPerson other than: (i) equity Investments made by the Parent and its Subsidiaries IFE in their Subsidiaries outstanding Fox Kids on the date hereof and additional Effective Date as part of the Refinancing; provided that all of the Indebtedness of Fox Kids resulting from such Investments in Loan shall be evidenced by an Intercompany Note, which shall be pledged under the terms of the Collateral Documents to the Administrative Agent, on behalf of the Secured Parties, immediately upon the creation thereof; (ii) Investments existing on the date of this Agreement and described on Schedule 4.01(kk) hereto; (iii) Investments by Holdings and its Subsidiaries in cash and Cash Equivalents; (iv) in the case of the Borrowers, Investments in respect of interest rate Hedge Agreements entered into from time to time by one or more of the Borrowers with one or more counterparties that are Lenders at the time any such interest rate Hedge Agreement is entered into in an aggregate notional amount not to exceed (A) 100% of the aggregate Commitments under both of the Facilities at the time any such interest rate Hedge Agreement is entered into less (B) the aggregate notional amount of any interest rate Hedge Agreements that constitute Indebtedness incurred under Section 5.02(b)(ii)(A) at such time; provided that all such interest rate Hedge Agreements shall be nonspeculative in nature (including, without limitation, with respect to the term and purpose thereof); (v) Investments by (A) Holdings or any of the Borrowers in any of the other Borrowers or any of the Restricted Subsidiaries, (B) any of the Subsidiaries of any of the Borrowers in any of the Borrowers or any of the Restricted Subsidiaries or (C) any of the Unrestricted Subsidiaries in any of the other Unrestricted Subsidiaries; (vi) loans and advances by the Borrowers and their Subsidiaries to their respective employees in the ordinary course of the business of the Parent and its Subsidiaries in an aggregate principal amount not to exceed $1,000,000 at any time outstandingoutstanding the lesser of (A) (1) the aggregate principal amount of all such loans and advances outstanding on the date of this Agreement plus (2) $5,000,000 and (B) $8,000,000; (iiivii) Investments by the Borrowers and their Subsidiaries in Cash Equivalentsaccount debtors received in connection with the bankruptcy or reorganization, or in settlement of the delinquent obligations of suppliers or customers, in the ordinary course of business and in accordance with applicable collection and credit policies established by such Borrower or such Subsidiary, as the case may be; (ivviii) the acceptance of promissory notes, contingent payment obligations and other noncash consideration received as partial payment of the purchase price of any property or assets sold, leased, transferred or otherwise disposed of in accordance with clause (vii), (viii) or (ix) of Section 5.02(d); (ix) capital contributions by Holdings to one or more of the Borrowers solely in exchange for additional shares of common stock thereof; provided that all such additional shares shall be pledged as Collateral under the Pledge and Assignment Agreement to the Administrative Agent, on behalf of the Secured Parties, promptly upon receipt thereof; (x) the assumption of Indebtedness of any Person existing at the time that any property or asset of such Person is purchased or otherwise acquired by any of the Borrowers or any of their respective Subsidiaries, or that such Person is merged into or consolidated with any of the Subsidiaries of Holdings, or becomes a Subsidiary of Holdings; provided that such Indebtedness is otherwise expressly permitted to be incurred under Section 5.02(b)(iii)(J) and such purchase or other acquisition or such merger, consolidation or acquisition is not otherwise prohibited under the terms of the Loan Documents; (xi) The purchase or other acquisition by the Borrowers and their Subsidiaries of all of the Equity Interests in, or all of the operating assets comprising a business unit, division or branch (or any other distinct unit of operation that contributes a discrete and readily discernable amount of Consolidated EBITDA) of, any Person as part of an Asset Swap otherwise expressly permitted under Section 5.02(d)(ix); and (xii) Investments existing by the Borrowers and their Subsidiaries not otherwise permitted under this Section 5.02(e) (A) in an aggregate amount not to exceed (1) if the Investment Grade Performance Test is not satisfied on the date hereof on which any such Investment is made, $100,000,000 at any time outstanding and described (2) if the Investment Grade Performance Test is satisfied on Schedule 4.01(ythe date on which any such Investment is made, $200,000,000 at any time outstanding or (B) hereto; (v) other Investments in an aggregate cash amount invested not to exceed $10,000,000 plus 50% made solely with the proceeds of the Net Cash Proceeds from any issuance of Equity Interests; providedPermitted Affiliate Investments, howeverprovided that, that the consent of the Required Lenders shall be required for any single Investment in which the cash to be committed or paid exceeds $2,000,000; provided, further, that with respect to Investments any such Investment made under pursuant to this clause (v): xii): (A1) any newly acquired or organized Subsidiary of the Parent or any of its Subsidiaries shall be a wholly owned Subsidiary thereof; (B) immediately before and after giving effect thereto, no Default shall have occurred and be continuing or would result therefrom; and (C) any company or business acquired or invested in pursuant to this clause (v) shall be in one or more of the same line existing principal lines of business as the business of the Parent or any of its Subsidiaries or shall be engaged Borrowers and their Subsidiaries, considered as a whole, in an ancillary or related business; provided, further, still, that, if (1) any such Investment is made with a combination of cash and shares, stock or other securities of the Parent or any of its Subsidiaries and ordinary course; (2) such Investment results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum; (vi) extension any Subsidiary of trade credit in the ordinary course of business; and (vii) an Investment through the acquisition by the Parent or any of its Subsidiaries of all of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such acquisition; Borrowers acquired or (B) the Required Lenders consent to such acquisition; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that the calculations referred to in clauses (A)(1) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent created as a result of or in connection with such Investment shall not have any individual Investment to which such calculations shall apply, provided, however, that, if such combination results material contingent liabilities (as determined in good faith by the Debt Rating being downgraded by more than one level, then board of directors (or persons performing similar functions) of the Applicable Margin shall increase by 0.50% per annum.applicable Borrower); and

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, except: (i) equity Investments by the Parent and its Subsidiaries in their Subsidiaries outstanding on the date hereof and additional Investments in Loan Parties; (ii) loans and advances to employees in the ordinary course of the business of the Parent and its Subsidiaries in an aggregate principal amount not to exceed $1,000,000 5,000,000 at any time outstanding; (iii) Investments in Cash Equivalents; (iv) Investments existing on the date hereof and described on Schedule 4.01(y) hereto; (v) other Investments in an aggregate cash amount invested not to exceed $10,000,000 150,000,000 plus 50% of the Net Cash Proceeds from any issuance of Equity Interests; provided, however, that Interests after the consent date of the Required Lenders shall be required for any single Investment in which the cash to be committed or paid exceeds $2,000,000Commitment Letter; provided, further, provided that with respect to Investments made under this clause (v): (A1) any newly acquired or organized Subsidiary of the Parent or any of its Subsidiaries shall be a wholly owned Subsidiary thereof; (B2) immediately before and after giving effect thereto, no Default shall have occurred and be continuing or would result therefrom; and (C3) any company or business acquired or invested in pursuant to this clause (v) shall be in the same line of business as the business of the Parent or any of its Subsidiaries or shall be engaged in an ancillary or related business; provided, further, still, provided further that, if (1i) any such Investment is made with a combination of cash and shares, stock or other securities of the Parent or any of its Subsidiaries and (2ii) such Investment results in the rating of the Debt under this Agreement by S&P and Xxxxx'x or the Public Debt Rating existing at the time of such Investment being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum;. (vi) extension of trade credit in the ordinary course of business; and (vii) an Investment through the acquisition by shares, stock or other securities of any Person received in exchange for shares, stock or other securities of the Parent or any of its Subsidiaries of all of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent and cash in lieu of fractional shares of such Capital StockSubsidiaries; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such acquisition; or (B) the Required Lenders consent to such acquisition; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that the calculations referred to in clauses (A)(1) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual Investment to which such calculations shall apply, provided, however, provided however that, if such combination results in the rating of the Debt under this Agreement by S&P and Xxxxx'x or the Public Debt Rating existing as of the time of such Investment being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum.

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make Make or hold, or permit any of its Restricted Subsidiaries to make or hold, any Investment in any Person, except: (iA) equity Investments by the Parent Borrower and its Restricted Subsidiaries in their Restricted Subsidiaries outstanding on the date hereof and (B) additional equity Investments in Loan Parties; (ii) loans and advances to employees in Investments by the ordinary course of the business of the Parent Borrower and its Restricted Subsidiaries in an aggregate principal amount not to exceed $1,000,000 at any time outstanding; (iii) Investments in Cash Equivalents; (iviii) Investments existing on the date hereof and described on Schedule 4.01(y) hereto; (iv) Investments by the Borrower in Hedge Agreements permitted under Section 5.02(b)(i)(A); (v) Investments consisting of intercompany Debt permitted under Section 5.02(b); (vi) Extensions of trade credit in the ordinary course of business; (vii) Promissory notes and other similar non-cash consideration received by the Borrower and any Loan Party in connection with the Dispositions permitted by Section 5.02(e); (viii) Loans and advances in the ordinary course of business to vendors or suppliers of the Borrower and any other Loan Party or relating to relocation expenses; (ix) Investments consisting of Permitted Acquisitions; (x) Loans or other advances under the Commission Advance Program to, or on account of errors and omissions insurance premium payments for, employees and/or agents; and (xi) Investments by the Borrower and its Restricted Subsidiaries not otherwise permitted under this Section 5.02(f) in an aggregate cash amount invested not to exceed $10,000,000 plus 50% of the Net Cash Proceeds from any issuance of Equity Interests; provided1,000,000, howeverprovided that, that the consent of the Required Lenders shall be required for any single Investment in which the cash to be committed or paid exceeds $2,000,000; provided, further, that with respect to Investments each Investment made under pursuant to this clause (v): xi): (A) such Investment shall not include or result in any newly acquired contingent liabilities that could reasonably be expected to be material to the business, financial condition, operations or organized Subsidiary prospects of the Parent Borrower and its Restricted Subsidiaries, taken as a whole (as determined in good faith by the board of directors (or any persons performing similar functions) of its Subsidiaries the Borrower or such Restricted Subsidiary if the board of directors is otherwise approving such transaction and, in each other case, by a Responsible Officer); (B) such Investment shall be a wholly owned Subsidiary in property and assets which are part of, or in lines of business which are, substantially the same lines of business as one or more of the principal businesses of the Borrower and its Restricted Subsidiaries in the ordinary course; (C) any determination of the amount of such Investment shall include all cash and noncash consideration (including, without limitation, the fair market value of all Equity Interests issued or transferred to the sellers thereof, all indemnities, earnouts and other contingent payment obligations to, and the aggregate amounts paid or to be paid under noncompete, consulting and other affiliated agreements with, the sellers thereof, all write-downs of property and assets and reserves for liabilities with respect thereto and all assumptions of debt, liabilities and other obligations in connection therewith) paid by or on behalf of the Borrower and its Restricted Subsidiaries in connection with such Investment; and (BD) (1) immediately before and immediately after giving pro forma effect theretoto any such purchase or other acquisition, no Default shall have occurred and be continuing or would result therefrom; and (C) any company or business acquired or invested in pursuant to this clause (v) shall be in the same line of business as the business of the Parent or any of its Subsidiaries or shall be engaged in an ancillary or related business; provided, further, still, that, if (1) any such Investment is made with a combination of cash and shares, stock or other securities of the Parent or any of its Subsidiaries and (2) immediately after giving effect to such Investment results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum; (vi) extension of trade credit in the ordinary course of business; and (vii) an Investment through the acquisition by the Parent purchase or any of its Subsidiaries of all of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such other acquisition, the value Borrower and its Restricted Subsidiaries shall be in pro forma compliance with the covenants set forth in Section 5.04, such compliance to be determined on the basis of the Current Assets of such Person minus unsecured Debt of such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, financial statements and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify other financial information most recently delivered to the Administrative Agent that and the Minimum Required Synergies shall be achieved prior Lender Parties pursuant to the date of Section 5.03 as though such acquisition; or (B) the Required Lenders consent to such acquisition; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that the calculations referred to in clauses (A)(1) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries Investment had been consummated as of the Parent as a result first day of any individual Investment to which such calculations shall apply, provided, however, that, if such combination results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumfiscal period covered thereby.

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, except: (i) (A) equity Investments by the Parent and its Subsidiaries in their Subsidiaries outstanding on the date hereof and (B) additional equity Investments in Loan Parties; (ii) loans and advances to employees in the ordinary course of the business of the Parent Loan Parties and its their Subsidiaries as presently conducted in compliance with all applicable laws (including Sxxxxxxx-Xxxxx) an aggregate principal amount not to exceed $1,000,000 500,000 at any time outstanding; (iii) Investments by the Loan Parties and their Subsidiaries in Cash Equivalents; (iv) Investments existing on the date hereof and described on Schedule 4.01(y4.01(aa) hereto; (v) Investments by the Borrower in Hedge Agreements permitted under Section 5.02(b)(i)(A); (vi) Investments consisting of intercompany Debt permitted under Section 5.02(b); (vii) the purchase or other Investments in an aggregate cash amount invested not to exceed $10,000,000 plus 50% of acquisition by the Net Cash Proceeds from any issuance of Equity Interests; provided, however, that the consent of the Required Lenders shall be required for any single Investment in which the cash to be committed or paid exceeds $2,000,000; provided, further, that with respect to Investments made under this clause (v): (A) any newly acquired or organized Subsidiary of the Parent Borrower or any of its Subsidiaries of all of the Equity Interests in, or all or substantially all of the property and assets of, any Person that, upon the consummation thereof, will be wholly owned directly by the Borrower or one or more of its wholly owned Subsidiaries (including, without limitation, as a result of a merger or consolidation) (such purchase or acquisition, a “Permitted Acquisition”); provided that, with respect to each purchase or other acquisition made pursuant to this clause (vii): (A) any such newly created or acquired Subsidiary shall be a wholly owned Subsidiary thereof; Loan Party and comply with the requirements of Section 5.01(i); (B) the lines of business of the Person to be (or the property and assets of which are to be) so purchased or otherwise acquired shall be substantially in the newspaper publishing business; (C) such purchase or other acquisition shall not include or result in any contingent liabilities that could reasonably be expected to be material to the business, financial condition, operations or prospects of the Borrower and its Subsidiaries, taken as a whole (as determined in good faith by the board of directors (or the persons performing similar functions) of the Borrower or such Subsidiary if the board of directors is otherwise approving such transaction and, in each other case, by the chief executive or financial officer of the Borrower), and the Borrower shall have given to the Administrative Agent at least 10 Business Days’ prior written notice of such purchase or other acquisition, which notice shall describe in reasonable detail the principal terms and conditions of such purchase or other acquisition and which notice shall be accompanied by the agreements and other documentation (to the extent available) evidencing such purchase or other acquisition; (D) (1) no cash consideration shall be paid to effect such purchase or other acquisition and (2) the total noncash consideration (including, without limitation, the fair market value of all Equity Interests issued or transferred to the sellers thereof, all indemnities, earnouts and other contingent payment obligations to, and the aggregate amounts paid or to be paid under noncompete, consulting and other affiliated agreements with, the sellers thereof, all write-downs of property and assets and reserves for liabilities with respect thereto and all assumptions of debt, liabilities and other obligations in connection therewith (other than ordinary course liabilities and obligations)) paid by or on behalf of the Borrower and its Subsidiaries for any such purchase or other acquisition, when added to the total consideration paid by or on behalf of the Borrower and its Subsidiaries after the Effective Date pursuant to this clause (vii), shall not exceed $10,000,000; (1) immediately before and immediately after giving pro forma effect to any such purchase or other acquisition, no Default shall have occurred and be continuing, (2) immediately after giving effect theretoto such purchase or other acquisition, the Parent and its Subsidiaries shall be in pro forma compliance with the covenant set forth in Section 5.04, the Administrative Agent shall have received reasonable projections demonstrating pro forma compliance with such covenants through the Termination Date, such compliance to be determined on the basis of the financial statements most recently required to be delivered to the Administrative Agent and the Lenders pursuant to Section 5.03(b) or (c), as the case may be, as though such purchase or other acquisition had been consummated as of the first day of the fiscal period covered thereby, and (3) on a pro forma basis shall contribute positively to net income of the Parent and its Subsidiaries (as adjusted for non-cash expenses) and shall generate free cash flow; and (F) Such Loan Party shall have delivered to the Administrative Agent, on behalf of the Lenders, at least five Business Days prior to the date on which any such purchase or other acquisition is to be consummated, a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in this clause (vii) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition; (viii) Investments by the Borrower and its Subsidiaries not otherwise permitted under this Section 5.02(f) in an aggregate amount not to exceed $3,000,000; provided that, with respect to each Investment made pursuant to this clause (viii): (A) such Investment shall not include or result in any contingent liabilities that could reasonably be expected to be material to the business, financial condition, operations or prospects of the Parent and its Subsidiaries, taken as a whole (as determined in good faith by the board of directors (or persons performing similar functions) of the Parent or such Subsidiary if the board of directors is otherwise approving such transaction and, in each other case, by the chief executive or financial officer of the Parent); (B) such Investment shall be in property and assets which are part of, or in lines of business which are, substantially in the newspaper publishing business; (C) any determination of the amount of such Investment shall include all cash and noncash consideration (including, without limitation, the fair market value of all Equity Interests issued or transferred to the sellers thereof, all indemnities, earnouts and other contingent payment obligations to, and the aggregate amounts paid or to be paid under noncompete, consulting and other affiliated agreements with, the sellers thereof, all write-downs of property and assets and reserves for liabilities with respect thereto and all assumptions of debt, liabilities and other obligations in connection therewith (other than ordinary course liabilities and obligations)) paid by or on behalf of the Parent and its Subsidiaries in connection with such Investment; and (D) (1) immediately before and immediately after giving pro forma effect to any such purchase or other acquisition, no Default shall have occurred and be continuing or would result therefrom; and (C) any company or business acquired or invested in pursuant to this clause (v) shall be in the same line of business as the business of the Parent or any of its Subsidiaries or shall be engaged in an ancillary or related business; provided, further, still, that, if (1) any such Investment is made with a combination of cash and shares, stock or other securities of the Parent or any of its Subsidiaries and (2) immediately after giving effect to such purchase or other acquisition, the Parent and its Subsidiaries shall be in pro forma compliance with the covenant set forth in Section 5.04, such compliance to be determined on the basis of the financial statements most recently required to be delivered to the Administrative Agent and the Lenders pursuant to Section 5.03(b) or (c), as the case may be, as though such Investment results in had been consummated as of the Debt Rating being downgraded by more than one level, then first day of the Applicable Margin shall increase by 0.50% per annum; (vi) extension of trade credit in the ordinary course of businessfiscal period covered thereby; and (viiix) an Investment through the acquisition by the Parent or any of its Subsidiaries of all of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such acquisition; or (B) the Required Lenders consent to such acquisition; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that the calculations referred to in clauses (A)(1) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual Investment to which such calculations shall apply, provided, however, that, if such combination results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumPermitted Asset Exchange.

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make Make or hold, or permit any of its Restricted Subsidiaries to make or hold, any Investment in any Person, exceptPerson other than: (i) equity Investments by the Parent and its Subsidiaries in their Subsidiaries outstanding on the date hereof and additional Investments in Loan Parties; (ii) loans and advances to employees in the ordinary course of the business of the Parent Borrower and its Restricted Subsidiaries as presently conducted in an aggregate principal amount not to exceed $1,000,000 at any time outstanding; (ii) Investments in Marketable Securities; (iii) Investments in Cash Equivalentsexisting on the Original Effective Date and described on Schedule 5.02(g) hereto; (iv) Investments existing on in accounts receivable and prepaid expenses arising in the date hereof and described on Schedule 4.01(y) heretoordinary course of business; (v) Investments by the Borrower in Hedge Agreements permitted under Section 5.02(d)(i)(D); (vi) Investments consisting of intercompany Debt permitted under Section 5.02(d)(i)(E) or (ii); (vii) Investments consisting of (A) Investments by the Borrower and its Restricted Subsidiaries in their Restricted Subsidiaries, (B) Investments in Affiliates of the Borrower existing on the Original Effective Date, and (C) Investments in any other Person, provided that after giving effect to such Investment, such Person would not be an Unrestricted Subsidiary; (viii) Investments in Unrestricted Subsidiaries, or in any other Person that after giving effect thereto becomes an Unrestricted Subsidiary, in an aggregate cash amount invested (in any combination of cash and securities of the Borrower) not to exceed $10,000,000 plus 50% 100,000,000 at any time outstanding; and (ix) other Investments consisting of transactions permitted under Section 5.02(f)(v) to the Net Cash Proceeds from extent permitted therein and to the extent such transactions constitute Investments hereunder and are not otherwise permitted under any issuance other clause of Equity Intereststhis Section 5.02(g); providedprovided that, however, that the consent of the Required Lenders shall be required for any single Investment in which the cash to be committed or paid exceeds $2,000,000; provided, further, that with respect to Investments made under this clause clauses (v): vii) and (Aviii) any newly acquired or organized Subsidiary of the Parent or any of its Subsidiaries shall be a wholly owned Subsidiary thereof; above: (Ba) immediately before and after giving effect thereto, no Default shall have occurred and be continuing or would result therefrom; , (b) immediately before and after giving effect to such Investment, the Borrower shall be in pro forma compliance (Ccalculated based on historical financial statements most recently furnished or required to be furnished pursuant to Section 5.01(i)) with the covenants set forth in Section 5.03, (c) any company or business acquired or invested in pursuant to this clause (vvii) or (viii) shall be in the same same, a similar or related line of business as the business of the Parent Borrower or any of its Subsidiaries or shall be engaged in an ancillary or related business; providedRestricted Subsidiaries, further, still, that, if and (1d) any such Investment is made with a combination of cash and shares, stock or other securities of the Parent or any of its Subsidiaries and (2) such Investment results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum; (vi) extension of trade credit in the ordinary course of business; and (vii) an Investment through the acquisition by the Parent or any of its Subsidiaries of all of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such acquisition; or (B) the Required Lenders consent to such acquisition; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that the calculations referred to in clauses (A)(1) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual Investment to which such calculations shall apply, provided, however, that, if such combination results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumfor fair value.

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make Make or hold, or permit any of its Restricted Subsidiaries to make or hold, any Investment in any Person, except: (i) equity Investments by consisting of property to be used in the Parent and its Subsidiaries in their Subsidiaries outstanding on the date hereof and additional Investments in Loan Partiesordinary course of business; (ii) loans Investments in accounts receivable arising from the sales of goods and advances to employees services in the ordinary course of the business of the Parent and its Subsidiaries in an aggregate principal amount not to exceed $1,000,000 at any time outstandingbusiness; (iii) equity Investments by the Borrower and its Restricted Subsidiaries in Wholly Owned Restricted Subsidiaries; (iv) Investments by the Borrower and its Restricted Subsidiaries in Cash Equivalents; (ivv) Investments existing on the date hereof and described on Schedule 4.01(y4.01(u) hereto; (vvi) Investments by the Borrower in Swaps permitted under Section 5.02(b)(iii)(F); (vii) other Investments in an aggregate cash amount invested not to exceed $10,000,000 plus 50% of the Net Cash Proceeds from any issuance of Equity Interestsother Person; provided, however, that the consent of the Required Lenders shall be required for any single Investment in which the cash to be committed or paid exceeds $2,000,000; provided, further, provided that with respect to Investments made under this clause (vvii): (A1) in the case of an equity Investment under this clause (vii), any newly acquired or organized Subsidiary of the Parent Borrower or any of its Restricted Subsidiaries shall be a wholly owned Wholly-Owned Restricted Subsidiary thereof; (B2) immediately before and after giving effect thereto, no Default shall have occurred and be continuing or would result therefrom; and (C3) any company or business acquired or invested in pursuant to this clause (vvii) shall be in the same line of business as the business of the Parent Borrower or any of its Restricted Subsidiaries or shall a line of business in which the Borrower is permitted to be engaged in an ancillary accordance with Section 5.02(c); and (4) immediately after giving effect to the acquisition of a company or related businessbusiness pursuant to this clause (vii), the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such acquisition had occurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Lender Parties demonstrating such compliance; providedand (viii) Investments by the Borrower and its Restricted Subsidiaries in (A) Unrestricted Subsidiaries, further, still, (B) Restricted Subsidiaries that are not Wholly Owned Subsidiaries or (C) Persons that, if (1) any after giving effect to such Investment is made with a combination of cash and sharesInvestment, stock or other securities do not constitute Subsidiaries of the Parent Borrower or such Restricted Subsidiary, provided that any Person invested in pursuant to this clause (viii) shall be in the same line of business as the business of the Borrower or any of its Restricted Subsidiaries or a line of business in which the Borrower is permitted to be engaged in accordance with Section 5.02(c), and (2) such Investment results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum; (vi) extension of trade credit in the ordinary course of business; and (vii) an Investment through the acquisition aggregate amount invested by the Parent or Borrower and its Restricted Subsidiaries under this clause (viii) shall not exceed $35,000,000 at any of its Subsidiaries of all of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent time outstanding; and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such acquisition; or (B) the Required Lenders consent to such acquisition; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that so long as the calculations referred Borrower and its Restricted Subsidiaries shall not have made Investments in such Unrestricted Subsidiaries, non-Wholly Owned Subsidiaries and other Persons in excess of $35,000,000 as provided in this clause (viii), the Borrower shall not be in violation of this clause (viii) in the event that the Investments held (as opposed to made) by the Borrower and its Restricted Subsidiaries in clauses such Unrestricted Subsidiaries, non-Wholly Owned Subsidiaries and other Persons shall at any time exceed $35,000,000; and (A)(1ix) Investments consisting of intercompany Debt permitted under Section 5.02(b)(i) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual Investment to which such calculations shall apply, provided, however, that, if such combination results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumii).

Investments in Other Persons. Other than as required to consummate the Merger Transactions, make Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, exceptPerson other than: (i) equity Investments by the Parent Borrower and its Subsidiaries in their Subsidiaries outstanding on the date hereof and additional investments in wholly-owned Subsidiaries in an aggregate amount invested from the date hereof not to exceed $7,500,000; provided that, with respect to Investments in Loan Partiesany newly acquired or created wholly-owned Subsidiary, such Subsidiary shall become an additional grantor pursuant to the terms of the Security Agreement and shall become an additional subsidiary guarantor pursuant to the terms of the Subsidiary Guaranty; (ii) loans and advances to employees in the ordinary course of the business of the Parent Borrower and its Subsidiaries in an aggregate principal amount not to exceed $1,000,000 750,000 at any time outstanding; (iii) Investments by the Borrower and its Subsidiaries in Cash Equivalents; (iv) Investments consisting of intercompany Debt permitted under Section 5.02(b)(iii); (v) Investments existing on the date hereof and described on Schedule 4.01(y) X hereto; (vvi) in the case of the Borrower and its Subsidiaries, other Investments in an aggregate cash amount invested not to exceed $10,000,000 plus 50% of the Net Cash Proceeds from any issuance of Equity Interests3,750,000; provided, however, that the consent of the Required Lenders shall be required for any single Investment in which the cash to be committed or paid exceeds $2,000,000; provided, further, provided that with respect to Investments made under this clause (vvi): (A1) any newly acquired or organized created Subsidiary of the Parent Borrower or any of its Subsidiaries shall be a wholly wholly-owned Subsidiary thereof, shall become an additional grantor pursuant to the terms of the Security Agreement and shall become an additional subsidiary guarantor pursuant to the terms of the Subsidiary Guaranty; (B2) immediately before and after giving effect thereto, no Default shall have occurred and be continuing or would result therefrom; and (C3) any company or business acquired or invested in pursuant to this clause (vvi) shall be in the same line of business as the business of the Parent Borrower or any of its Subsidiaries or shall be engaged in an ancillary or related business; provided, further, still, that, if (1) any such Investment is made with a combination of cash and shares, stock or other securities of the Parent or any of its Subsidiaries and (2) such Investment results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumSubsidiaries; (vivii) extension of trade credit Investments by the Borrower in the ordinary course capital stock of businessthe Company; and (viiviii) an Investment through in the acquisition case of Holding, Investments by the Parent or any of Holding in its Subsidiaries of all of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such acquisition; or (B) the Required Lenders consent to such acquisition; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that the calculations referred to in clauses (A)(1) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent capital stock as a result of any individual Investment to which such calculations shall apply, provided, however, that, if such combination results the transactions described in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annumSection 5.02(b)(i)(B).