Common use of Investments in Other Persons Clause in Contracts

Investments in Other Persons. Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, except: (A) equity Investments by the 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 Loan Parties and their Subsidiaries as presently conducted in compliance with all applicable laws (including the Xxxxxxxx-Xxxxx Act of 2002, as amended) an aggregate principal amount not to exceed $2,000,000 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(z) hereto; (v) Investments by the Borrower in Hedge Agreements permitted under Section 5.02(b)(i); (vi) Investments consisting of inter-company Debt permitted under Section 5.02(b); (vii) the purchase or other acquisition of all of the Equity Interests in any Person that, upon the consummation thereof, will be wholly owned directly by one or more Loan Parties (including, without limitation, as a result of a merger or consolidation) and the purchase or other acquisition by one or more Loan Parties 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), such purchase or other acquisition shall be at all times negotiated without the objection of the Board of Directors of the entity to be acquired; and provided further that: (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 the Borrower 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 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, if the board of directors is otherwise approving such transaction, or, in each other case, by the chief executive or financial officer of the Borrower); (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) paid by or on behalf of the Borrower 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 the Borrower and its Subsidiaries for all other purchases and other acquisitions made by the Borrower and its Subsidiaries pursuant to this clause (vii), shall not exceed $100,000,000; (1) immediately before and immediately after giving effect to any such purchase or other acquisition, no Default shall have occurred and be continuing and (2) immediately after giving effect to such purchase or other acquisition, the Borrower 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 audited 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 (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 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 $10,000,000; provided that immediately before and immediately after giving effect to any such Investment, no Default shall have occurred and be continuing; and (ix) Investments that comprise the assets of the Non-Qualified Deferred Compensation Plan.

Investments in Other Persons. Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, except: (Aa) equity Investments by the 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 Loan Parties and their Subsidiaries as presently conducted in compliance with all applicable laws (including the Xxxxxxxx-Xxxxx Act of 2002, as amended) an aggregate principal amount not to exceed $2,000,000 at any time outstanding; (iii) Investments by the Loan Parties and their Subsidiaries in Cash Equivalents; (ivb) Investments existing on the date hereof Closing Date and described on Schedule 4.01(z) 7.6 hereto; (vc) Investments by the Borrower in Hedge Swap Agreements permitted under Section 5.02(b)(i7.2(c); (vid) Investments consisting in accounts receivable in the ordinary course of inter-company Debt business or notes received in transactions permitted under Section 5.02(bby Sections 7.5(f) and (j); (viie) the purchase or other acquisition of all (1) Capital Stock of the Equity Interests in any Person that, upon the consummation thereof, will be wholly more than 50% owned directly by the Borrower or one or more Loan Parties of its Wholly Owned Subsidiaries (including, without limitation, as a result of a merger or consolidation) and the purchase or other acquisition by one or more Loan Parties of (2) all or substantially all of the property and assets of any a Person or consisting of a line of business or business unit of a Person; provided that, with respect to each purchase or other acquisition made pursuant to this clause (vii), such purchase or other acquisition shall be at all times negotiated without the objection of the Board of Directors of the entity to be acquired; and provided further that:e): (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 the Borrower and its Subsidiaries in the ordinary coursepermitted by Section 7.3; (CB) 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, if the board of directors is otherwise approving such transaction, or, in each other case, by the chief executive or financial officer of the Borrower); (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) paid by or on behalf of the Borrower 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 the Borrower and its Subsidiaries for all other purchases and other acquisitions made by the Borrower and its Subsidiaries pursuant to this clause (vii), shall not exceed $100,000,000; (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 and (2) immediately after giving effect to such purchase or other acquisition, the Borrower and its Subsidiaries shall be in pro forma compliance on a Pro Forma Basis with Section 7.12 and Section 7.16; (C) the aggregate amount of consideration paid or provided by the Borrower and its Subsidiaries after the Closing Date pursuant to this Section 7.6(e)(C) (under clause (i) below) for the purchase or acquisition for Persons that will be Foreign Subsidiaries, when taken together with any Investments made in Foreign Subsidiaries pursuant to Section 7.6(h)(ii)(y)(A), shall not exceed (i) $1,000,000,000 or (ii) if the Leverage Ratio for the most recent Measurement Period is less than 3.50:1.00 (both before and after giving effect to such transaction (including any use of cash with respect thereto) on a Pro Forma Basis), consideration in an unlimited amount; provided that if the amount of all of such cash payments exceeds the covenants limitation set forth in Section 5.04clause (i) of this clause (C) during any period during which the Leverage Ratio test in clause (ii) of this clause (C) is met, such compliance to be determined on the basis excess cash payments shall not constitute an Event of audited financial statements of Default if 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; andLeverage Ratio test is not met in any subsequent Measurement Period; (FD) the Borrower shall have delivered to the Administrative Agent, on behalf of the Lender PartiesLenders, at least five three Business Days prior to the date on which any such purchase or other acquisition in which the total cash consideration is more than $50,000,000 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 (viie) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisitionacquisition and containing a copy of any existing financial statements of the business to be acquired in the Borrower’s possession; and (E) Sections 6.12 and 6.13 are complied with; (viiif) Investments by the Borrower or any Subsidiary in 50% or less of the Capital Stock of another Person (the “Minority Investment”); provided that (i) the Borrower or any Subsidiary owns at least 20% (on a fully diluted basis) of the issued and outstanding Capital Stock of such Person, (ii) the aggregate outstanding amount of Minority Investments made by the Borrower and any Subsidiary shall not exceed $250,000,000 at any one time outstanding, (iii) the Borrower or any Subsidiary shall have full control over all bank accounts of such Person if the Borrower or any Subsidiary is the largest holder of Capital Stock of such Person, (iv) the Borrower or any Subsidiary shall control or act as the managing general partner of such Person if such Person is a partnership and if the Borrower or any Subsidiary is the largest holder of Capital Stock of such Person, and (v) immediately before and after giving effect thereto, no Default shall exist; (g) notes from employees issued to the Borrower representing payment for Capital Stock of the Borrower or representing payment of the exercise price of options to purchase Capital Stock of the Borrower, and employee relocation expenses incurred in the ordinary course of business, in an aggregate amount at any time outstanding not to exceed $15,000,000; (h) Investments by (i) any Subsidiary of the Borrower in the Borrower and (ii) the Borrower or any of its Subsidiaries in any Subsidiary of the Borrower; provided that (x) no Investment in any Non-Guarantor Domestic Subsidiary shall be made unless, after giving pro forma effect thereto, the Borrower and its Subsidiaries shall be in compliance with Section 7.12 and Section 7.16 and (y) no Investment in any Foreign Subsidiary shall be made unless the aggregate amount of Investments by the Borrower and its Subsidiaries not otherwise permitted under in Foreign Subsidiaries after the Closing Date pursuant to this Section 5.02(f7.6(h)(ii)(y) (under clause (A) below), when taken together with any Investments made in Foreign Subsidiaries pursuant to Section 7.6(e)(C)(i) shall not exceed (A) $1,000,000,000 or (B) if the Leverage Ratio for the most recent Measurement Period is less than 3.50:1.00 (both before and after giving effect to such transaction (including any use of cash with respect thereto) on a Pro Forma Basis), an unlimited amount; provided that if the amount of all such cash payments exceeds the limitation set forth in clause (x) of this clause (ii) during any period during which the Leverage Ratio test in clause (y)(B) of this clause (ii) is met, such excess cash payments shall not constitute an Event of Default if such Leverage Ratio test is not met in any subsequent Measurement Period; (i) Investments of the Borrower or any of its Subsidiaries in any Special Purpose Licensed Entity which, when aggregated with the aggregate amount of all obligations guaranteed under Section 7.2(m), shall not exceed $150,000,000 at any time; (j) Investments arising as a result of Permitted Receivables Financings; and (k) Investments by the Borrower or any of its Subsidiaries (i) in an aggregate amount outstanding not to exceed the sum of (x) $10,000,000; provided that immediately 250,000,000 plus (y) $500,000,000 minus the aggregate amount of purchases, redemptions, acquisitions, dividends and distributions pursuant to Section 7.7(d)(i) and payments, prepayments, redemptions or acquisitions of Debt pursuant to Section 7.9(a)(ii)(x) since the Closing Date, in each case, other than with the Available Amount plus (z) the Available Amount minus the aggregate amount of purchases, redemptions, acquisitions, dividends and distributions pursuant to Section 7.7(d)(i) and payments, prepayments, redemptions or acquisitions of Debt pursuant to Section 7.9(a)(ii)(x) since the Closing Date to the extent made with the Available Amount or (ii) if the Leverage Ratio for the most recent Measurement Period is less than 3.50:1.00 (both before and immediately after giving effect to such transaction (including any use of cash with respect thereto) on a Pro Forma Basis), in an unlimited amount; provided that if the amount of all such InvestmentInvestments exceeds the limitation set forth in clause (i) of this Section during any period during which the Leverage Ratio test in clause (ii) of this Section is met, no such excess Investments shall not constitute an Event of Default shall have occurred if such Leverage Ratio test is not met in any subsequent Measurement Period; provided, further, in the case of each transaction under this Section 7.6(k)(ii), that immediately prior to each such transaction and be continuing; and (ix) Investments that comprise after giving effect thereto the assets aggregate amount of the Non-Qualified Deferred Compensation PlanAvailable Revolving Commitment is not less than $75,000,000.

Investments in Other Persons. Make or hold, or permit any of its Subsidiaries the Companies to make or hold, any Investment in any Person, except: (Aa) equity Investments by the Borrower and its Subsidiaries the other Companies in their Subsidiaries outstanding on the date hereof and (B) additional equity Investments in Loan Partiesrespective Subsidiaries; (iib) loans and advances to employees in the ordinary course of the business of the Loan Parties Borrower and their Subsidiaries the Companies as presently conducted in compliance with all applicable laws (including the Xxxxxxxx-Xxxxx Act of 2002, as amended) an aggregate principal amount not to exceed $2,000,000 at any time outstanding; (iiic) loans to directors, officers and employees to purchase Equity Interests of Borrower or Parent; (d) Investments by the Loan Parties Borrower and their Subsidiaries the Companies in bank deposits in the ordinary course of business or Cash Equivalents; (ive) Investments existing on as of the date hereof and described on Schedule 4.01(z) hereto6.04; (vf) Investments by the Borrower in Hedge Agreements permitted under Section 5.02(b)(i6.01(b)(iii); (vi) Investments consisting of inter-company Debt permitted under Section 5.02(b); (viig) the purchase or other acquisition of all or substantially all of the Equity Interests in any Person that, upon the consummation thereof, will be wholly owned directly by Holdings or one or more Loan Parties of its wholly owned Subsidiaries (including, without limitation, as a result of a merger or consolidation) and the purchase or other acquisition by Holdings or one or more Loan Parties of its wholly-owned Subsidiaries of all or substantially all of the property and assets of any PersonPerson (collectively, a “Permitted Acquisition”); provided that, with respect to each purchase or other acquisition made pursuant to this clause (vii), such purchase or other acquisition shall be at all times negotiated without the objection of the Board of Directors of the entity to be acquired; and provided further that:g): (A) the Loan Parties and any such newly created or acquired Subsidiary shall comply with the requirements of Section 5.01(j); (Bi) 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 coursepermitted by Section 6.11(b); (Cii) 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 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 chief executive or financial officer Responsible Officer of the Borrower); (Diii) 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) paid by or on behalf of the Borrower 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 the Borrower and its Subsidiaries for all other purchases and other acquisitions made by the Borrower and its Subsidiaries pursuant to this clause (vii), shall not exceed $100,000,000; (1A) immediately before and immediately after giving effect to any such purchase or other acquisition, no Event of Default shall have occurred and be continuing and (2B) immediately after giving effect to such purchase or other acquisition, the Leverage Ratio shall be less than 2.00:1.00 and Borrower and its Subsidiaries shall be in pro forma compliance with all of the covenants covenant set forth in Section 5.046.12(b), such Leverage Ratio and compliance to be determined on the basis of audited financial statements of such Person or assets as though such purchase or other acquisition had been consummated as of the first last day of the fiscal period covered therebymost recently ended Measurement Period; and (Fiv) the Borrower shall have delivered to the Administrative Agent, on behalf of the Lender PartiesLenders, 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 (viig) have been satisfied or will be satisfied in all material respects on or prior to the consummation of such purchase or other acquisition; (viiih) Investments by (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 Opco and its Subsidiaries; (i) 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 not or otherwise permitted under this Section 5.02(fhereunder; (j) other Investments in an aggregate amount not to exceed at any time the sum of (A) $10,000,000; provided that immediately before 15,000,000 (B) net proceeds received from Investments permitted under this Section 6.04 and immediately after giving effect (C) any proceeds of issuances of Qualified Capital Stock of Borrower used to make Investments; (k) the Companies may (A) acquire and hold accounts receivable owing to any such Investmentof them if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary terms, no Default shall have occurred (B) invest in, acquire and be continuinghold 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; (l) the Companies may sell or transfer amounts and acquire assets to the extent permitted by Section 6.03 (other than 6.03(l)); and (ixm) any Company may hold Investments to the extent such Investments reflect an increase in the value of Investments already made. For purposes of determining compliance with the provisions of this Section 6.04, Investments made by the Borrower or any of its Subsidiaries (the “investor”) in any Subsidiary that comprise are effected pursuant to one or more Investments made contemporaneously or in prompt succession by the assets investor and/or any of its Subsidiaries shall be deemed one Investment by the Non-Qualified Deferred Compensation Planinvestor.

Investments in Other Persons. Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, except: (Aa) equity Investments by the 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 Loan Parties and their Subsidiaries as presently conducted in compliance with all applicable laws (including the Xxxxxxxx-Xxxxx Act of 2002, as amended) an aggregate principal amount not to exceed $2,000,000 at any time outstanding; (iii) Investments by the Loan Parties and their Subsidiaries in Cash Equivalents; (ivb) Investments existing on the date hereof Closing Date and described on Schedule 4.01(z) 7.6 hereto; (vc) Investments by the Borrower in Hedge Swap Agreements permitted under Section 5.02(b)(i7.2(c); (vid) Investments consisting in accounts receivable in the ordinary course of inter-company Debt business or notes received in transactions permitted under Section 5.02(bby Sections 7.5(f) and (j); (viie) the purchase or other acquisition of all (1) Capital Stock of the Equity Interests in any Person that, upon the consummation thereof, will be wholly more than 50% owned directly by the Borrower or one or more Loan Parties of its Wholly Owned Subsidiaries (including, without limitation, as a result of a merger or consolidation) and the purchase or other acquisition by one or more Loan Parties of (2) all or substantially all of the property and assets of any a Person or consisting of a line of business or business unit of a Person; provided that, with respect to each purchase or other acquisition made pursuant to this clause (vii), such purchase or other acquisition shall be at all times negotiated without the objection of the Board of Directors of the entity to be acquired; and provided further that:e): (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 the Borrower and its Subsidiaries in the ordinary coursepermitted by Section 7.3; (CB) 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, if the board of directors is otherwise approving such transaction, or, in each other case, by the chief executive or financial officer of the Borrower); (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) paid by or on behalf of the Borrower 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 the Borrower and its Subsidiaries for all other purchases and other acquisitions made by the Borrower and its Subsidiaries pursuant to this clause (vii), shall not exceed $100,000,000; (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 and (2) immediately after giving effect to such purchase or other acquisition, the Borrower and its Subsidiaries shall be in pro forma compliance on a Pro Forma Basis with Section 7.12 and Section 7.16; (C) the aggregate amount of consideration paid or provided by the Borrower and its Subsidiaries after the Closing Date pursuant to this Section 7.6(e)(C) (under clause (i) below) for the purchase or acquisition for Persons that will be Foreign Subsidiaries, when taken together with any Investments made in Foreign Subsidiaries pursuant to Section 7.6(h)(ii)(y)(A), shall not exceed (i) $2,000,000,000 or (ii) if the Leverage Ratio for the most recent Measurement Period is less than 3.50:1.00 (both before and after giving effect to such transaction (including any use of cash with respect thereto) on a Pro Forma Basis), consideration in an unlimited amount; provided that if the amount of all of such cash payments exceeds the covenants limitation set forth in Section 5.04clause (i) of this clause (C) during any period during which the Leverage Ratio test in clause (ii) of this clause (C) is met, such compliance to be determined on the basis excess cash payments shall not constitute an Event of audited financial statements of Default if 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; andLeverage Ratio test is not met in any subsequent Measurement Period; (FD) the Borrower shall have delivered to the Administrative Agent, on behalf of the Lender PartiesLenders, at least five three Business Days prior to the date on which any such purchase or other acquisition in which the total cash consideration is more than $50,000,000 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 (viie) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisitionacquisition and containing a copy of any existing financial statements of the business to be acquired in the Borrower’s possession; and (E) Sections 6.12 and 6.13 are complied with; (viiif) Investments by the Borrower or any Subsidiary in 50% or less of the Capital Stock of another Person (the “Minority Investment”); provided that (i) the Borrower or any Subsidiary owns at least 20% (on a fully diluted basis) of the issued and outstanding Capital Stock of such Person, (ii) the aggregate outstanding amount of Minority Investments made by the Borrower and any Subsidiary shall not exceed $350,000,000 at any one time outstanding, (iii) the Borrower or any Subsidiary shall have full control over all bank accounts of such Person if the Borrower or any Subsidiary is the largest holder of Capital Stock of such Person, (iv) the Borrower or any Subsidiary shall control or act as the managing general partner of such Person if such Person is a partnership and if the Borrower or any Subsidiary is the largest holder of Capital Stock of such Person, and (v) immediately before and after giving effect thereto, no Default shall exist; (g) notes from employees issued to the Borrower representing payment for Capital Stock of the Borrower or representing payment of the exercise price of options to purchase Capital Stock of the Borrower, and employee relocation expenses incurred in the ordinary course of business, in an aggregate amount at any time outstanding not to exceed $30,000,000; (h) Investments by (i) any Subsidiary of the Borrower in the Borrower and (ii) the Borrower or any of its Subsidiaries in any Subsidiary of the Borrower; provided that (x) no Investment in any Non-Guarantor Domestic Subsidiary shall be made unless, after giving pro forma effect thereto, the Borrower and its Subsidiaries shall be in compliance with Section 7.12 and Section 7.16 and (y) no Investment in any Foreign Subsidiary shall be made unless the aggregate amount of Investments by the Borrower and its Subsidiaries not otherwise permitted under in Foreign Subsidiaries after the Closing Date pursuant to this Section 5.02(f7.6(h)(ii)(y) (under clause (A) below), when taken together with any Investments made in Foreign Subsidiaries pursuant to Section 7.6(e)(C)(i) shall not exceed (A) $2,000,000,000 or (B) if the Leverage Ratio for the most recent Measurement Period is less than 3.50:1.00 (as of the date of such Investment (or, with respect to Investments in existence on the Closing Date, as of the Closing Date)), both before and after giving effect to such transaction (including any use of cash with respect thereto) on a Pro Forma Basis), an unlimited amount; provided that if the amount of all such cash payments exceeds the limitation set forth in clause (x) of this clause (ii) during any period during which the Leverage Ratio test in clause (y)(B) of this clause (ii) is met, such excess cash payments shall not constitute an Event of Default if such Leverage Ratio test is not met in any subsequent Measurement Period; (i) Investments of the Borrower or any of its Subsidiaries in any Special Purpose Licensed Entity which, when aggregated with the aggregate amount of all obligations guaranteed under Section 7.2(m), shall not exceed $150,000,000 at any time; (j) Investments arising as a result of Permitted Receivables Financings; (k) Investments by the Borrower or any of its Subsidiaries (i) in an aggregate amount outstanding not to exceed the sum of (x) $250,000,000 plus (y) $750,000,000 minus the aggregate amount of purchases, redemptions, acquisitions, dividends and distributions pursuant to Section 7.7(d)(i) and payments, prepayments, redemptions or acquisitions of Debt pursuant to Section 7.9(a)(ii)(x) since the Closing Date, (ii) in an aggregate amount not to exceed $10,000,000; provided that immediately the Available Amount on the date of such Investment or (iii) if the Leverage Ratio for the most recent Measurement Period is less than 3.50:1.00 (as of the date of such Investment (or, with respect to Investments in existence on the Closing Date, as of the Closing Date)), both before and immediately after giving effect to such transaction (including any use of cash with respect thereto) on a Pro Forma Basis), in an unlimited amount; provided that if the amount of all such InvestmentInvestments exceeds the limitation set forth in clauses (i) and (ii) of this Section during any period during which the Leverage Ratio test in clause (iii) of this Section is met, no such excess Investments shall not constitute an Event of Default shall have occurred if such Leverage Ratio test is not met in any subsequent Measurement Period; provided, further, in the case of each transaction under this Section 7.6(k)(iii), that immediately prior to each such transaction and be continuingafter giving effect thereto the aggregate amount of the Available Revolving Commitment is not less than $75,000,000; (l) [Reserved]; (m) Investments pursuant to any Permitted Physician Group Loan; and (ixi) Investments that comprise by the assets Borrower or any Domestic Subsidiary in an NMTC Subsidiary in the form of NMTC Indebtedness and any related capital contribution and (ii) NMTC Investments by an NMTC Subsidiary in an aggregate amount not to exceed the portion of the Non-Qualified Deferred Compensation Planrelated NMTC Indebtedness and any related capital contribution received by such NMTC Subsidiary.

Investments in Other Persons. Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, except: (Ai) equity Investments by the Borrower and its Subsidiaries in their Subsidiaries outstanding on the date hereof and (B) additional equity Investments in Loan PartiesCash Equivalents; (ii) loans and advances to employees in the ordinary course of the business of the Loan Parties and their Subsidiaries as presently conducted in compliance with all applicable laws (including the Xxxxxxxx-Xxxxx Act of 2002, as amended) an aggregate principal amount not to exceed $2,000,000 at any time outstanding; (iii) Investments by the Loan Parties and their Subsidiaries in Cash Equivalents; (iv) Investments existing on the date hereof Closing Date and described on Schedule 4.01(z4.01(r) hereto; (viii) Investments by the Borrower in Hedge Agreements permitted under Section 5.02(b)(i5.02(b) (iii); (viiv) Investments consisting in accounts and notes payable in the ordinary course of inter-company Debt business, including notes received in transactions permitted under Section 5.02(b5.02(e)(vi); (viiv) the purchase or other acquisition of all of the (1) Equity Interests in any Domestic Person that, upon the consummation thereof, will be wholly more than 50% owned directly by the Borrower or one or more Loan Parties of its wholly owned Subsidiaries (including, without limitation, as a result of a merger or consolidation) and the purchase or other acquisition by one or more Loan Parties of (2) all or substantially all of the property and assets of any a Person or consisting of a line of business or business unit of a Person; provided that, with respect to each purchase or other acquisition made pursuant to this clause (vii), such purchase or other acquisition shall be at all times negotiated without the objection of the Board of Directors of the entity to be acquired; and provided further that:v): (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 the Borrower and its Subsidiaries in the ordinary courseor a business that is incidental or related thereto; (CB) such purchase or other acquisition shall not include or result in any contingent liabilities that could reasonably be expected to be material and adverse 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, Borrower or such Subsidiary if the board of directors is otherwise approving such transaction, ortransaction and, in each other case, by the chief executive or financial officer of the Borrowera Responsible Officer); (DC) the total cash and noncash consideration (including, without limitation, the fair market value of excluding all Equity Interests issued or transferred to the sellers of such Person or assets, all indemnities, earnouts and other contingent payment obligations to, and thereof but including the aggregate amounts paid or to be paid under deferred purchase price, noncompete, consulting and other affiliated similar agreements with, with the sellers of such Person or assets, all write-downs of property and assets and reserves for liabilities with respect thereto thereof and all assumptions of debt, liabilities and other obligations in connection therewith) paid by or on behalf of the Borrower and its Subsidiaries (1) for any such purchase or other acquisition, when aggregated with the total cash and noncash consideration paid by acquisition (or on behalf any series of the Borrower and its Subsidiaries for all other related purchases and other acquisitions made by the Borrower and its Subsidiaries pursuant to this clause (vii), or acquisitions) shall not exceed $100,000,00050,000,000 unless such purchase or acquisition has been approved by the Required Lenders, and (2) for all such purchases or acquisitions effected during the term of this Agreement (excluding those purchases and acquisitions subject to a letter of intent or definitive agreement entered into prior to the date hereof) shall not exceed $200,000,000; provided that such amount shall be increased to $400,000,000 at all times after the Leverage Ratio is less than or equal to 2.75:1.00; (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 and (2) immediately after giving effect to such purchase or other acquisition, the Borrower 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 audited financial statements of such Person or assets 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 (FE) the Borrower shall have delivered to the Administrative Agent, on behalf of the Lender Parties, at least five three Business Days prior to the date on which any such purchase or other acquisition in which the total cash consideration is more than $30,000,000 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 (viiv) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition; (viiivi) Investments by the Borrower or any Subsidiary in 50% or less of the Equity Interests in another Person (the “Minority Investment”), provided that (i) the Borrower or any Subsidiary owns at least 20% (on a fully diluted basis) of the issued and its Subsidiaries outstanding Equity Interests in such Person, (ii) the aggregate outstanding amount of Minority Investments made by the Borrower and any Subsidiary shall not otherwise permitted under this Section 5.02(fexceed $60,000,000 at any one time, (iii) the Borrower or any Subsidiary shall have full control over all bank accounts of such Person if the Borrower or any Subsidiary is the largest holder of Equity Interests in such Person, (iv) the Borrower or any Subsidiary shall control or act as the managing general partner of such Person if such Person is a partnership and if the Borrower or any Subsidiary is the largest holder of Equity Interests in such Person, and (v) immediately before and after giving effect thereto, no Default or Event of Default shall exist; (vii) notes from employees issued to the Borrower representing payment for capital stock of the Borrower or representing payment of the exercise price of options to purchase capital stock of the Borrower, and employee relocation expenses incurred in the ordinary course of business, in an aggregate amount at any time outstanding not to exceed $10,000,000; (viii) Investments of the Borrower or any of its Subsidiaries in any Subsidiary of the Borrower; provided that immediately before and immediately no such Investments in non-wholly-owned Subsidiaries shall be made unless, after giving pro forma effect to any such Investmentthereto, no Default shall have occurred the Borrower and its Subsidiaries would be continuingin compliance with Section 5.02(l) and Section 5.04(d); and (ix) Investments that comprise the assets of the Non-Qualified Deferred Compensation PlanBorrower or any of its Subsidiaries in any Special Purpose Licensed Entity which, when aggregated with the aggregate amount of all obligations guaranteed under Section 5.02(b)(xiv) hereof, shall not exceed $30,000,000 at any time.

Investments in Other Persons. Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, except: (Ai) equity Investments by the Borrower and its Subsidiaries in their Subsidiaries outstanding on the date hereof and (B) additional equity Investments in Loan PartiesCash Equivalents; (ii) loans and advances to employees in the ordinary course of the business of the Loan Parties and their Subsidiaries as presently conducted in compliance with all applicable laws (including the Xxxxxxxx-Xxxxx Act of 2002, as amended) an aggregate principal amount not to exceed $2,000,000 at any time outstanding; (iii) Investments by the Loan Parties and their Subsidiaries in Cash Equivalents; (iv) Investments existing on the date hereof Closing Date and described on Schedule 4.01(z4.01(r) hereto; (viii) Investments by the Borrower in Hedge Agreements permitted under Section 5.02(b)(i5.02(b) (iii); (viiv) Investments consisting in accounts and notes payable in the ordinary course of inter-company Debt business, including notes received in transactions permitted under Section 5.02(b5.02(e)(vi); (viiv) the purchase or other acquisition of all of the (1) Equity Interests in any Domestic Person that, upon the consummation thereof, will be wholly more than 50% owned directly by the Borrower or one or more Loan Parties of its wholly owned Subsidiaries (including, without limitation, as a result of a merger or consolidation) and the purchase or other acquisition by one or more Loan Parties of (2) all or substantially all of the property and assets of any a Person or consisting of a line of business or business unit of a Person; provided that, with respect to each purchase or other acquisition made pursuant to this clause (vii), such purchase or other acquisition shall be at all times negotiated without the objection of the Board of Directors of the entity to be acquired; and provided further that:v): (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 the Borrower and its Subsidiaries in the ordinary courseor a business that is incidental or related thereto; (CB) such purchase or other acquisition shall not include or result in any contingent liabilities that could reasonably be expected to be material and adverse 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, Borrower or such Subsidiary if the board of directors is otherwise approving such transaction, ortransaction and, in each other case, by the chief executive or financial officer of the Borrowera Responsible Officer); (DC) the total cash and noncash consideration (including, without limitation, the fair market value of excluding all Equity Interests issued or transferred to the sellers of such Person or assets, all indemnities, earnouts and other contingent payment obligations to, and thereof but including the aggregate amounts paid or to be paid under deferred purchase price, noncompete, consulting and other affiliated similar agreements with, with the sellers of such Person or assets, all write-downs of property and assets and reserves for liabilities with respect thereto thereof and all assumptions of debt, liabilities and other obligations in connection therewith) paid by or on behalf of the Borrower and its Subsidiaries (1) for any such purchase or other acquisition, when aggregated with the total cash and noncash consideration paid by acquisition (or on behalf any series of the Borrower and its Subsidiaries for all other related purchases and other acquisitions made by the Borrower and its Subsidiaries pursuant to this clause (vii), or acquisitions) shall not exceed $100,000,00050,000,000 unless such purchase or acquisition has been approved by the Required Lenders, and (2) for all such purchases or acquisitions effected during the term of this Agreement shall not exceed $200,000,000; provided that such amount shall be increased to $400,000,000 at all times after the Leverage Ratio is less than or equal to 2.75:1.00; (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 and (2) immediately after giving effect to such purchase or other acquisition, the Borrower 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 audited financial statements of such Person or assets 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 (FE) the Borrower shall have delivered to the Administrative Agent, on behalf of the Lender Parties, at least five three Business Days prior to the date on which any such purchase or other acquisition in which the total cash consideration is more than $30,000,000 is to be consummated, a certificate of a 75 Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in this clause (viiv) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition; (viiivi) Investments by the Borrower or any Subsidiary in 50% or less of the Equity Interests in another Person (the "Minority Investment"), provided that (i) the Borrower or any Subsidiary owns at least 20% (on a fully diluted basis) of the issued and its Subsidiaries outstanding Equity Interests in such Person, (ii) the aggregate outstanding amount of Minority Investments made by the Borrower and any Subsidiary shall not otherwise permitted under this Section 5.02(fexceed $60,000,000 at any one time, (iii) the Borrower or any Subsidiary shall have full control over all bank accounts of such Person if the Borrower or any Subsidiary is the largest holder of Equity Interests in such Person, (iv) the Borrower or any Subsidiary shall control or act as the managing general partner of such Person if such Person is a partnership and if the Borrower or any Subsidiary is the largest holder of Equity Interests in such Person, and (v) immediately before and after giving effect thereto, no Default or Event of Default shall exist; (vii) notes from employees issued to the Borrower representing payment for capital stock of the Borrower or representing payment of the exercise price of options to purchase capital stock of the Borrower, and employee relocation expenses incurred in the ordinary course of business, in an aggregate amount at any time outstanding not to exceed $10,000,000; (viii) Investments of the Borrower or any of its Subsidiaries in any Subsidiary of the Borrower; provided that immediately before and immediately no such Investments in non-wholly-owned Subsidiaries shall be made unless, after giving pro forma effect to any such Investmentthereto, no Default shall have occurred the Borrower and its Subsidiaries would be continuingin compliance with Section 5.02(l) and Section 5.04(d); and (ix) Investments that comprise the assets of the Non-Qualified Deferred Compensation PlanBorrower or any of its Subsidiaries in any Special Purpose Licensed Entity which, when aggregated with the aggregate amount of all obligations guaranteed under Section 5.02(b)(xiv) hereof, shall not exceed $20,000,000 at any time.

Investments in Other Persons. Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, except: (Ai) equity Investments by the Borrower and its Subsidiaries in their Subsidiaries outstanding on the date hereof and (B) additional equity Investments in Loan PartiesCash Equivalents; (ii) loans and advances to employees in the ordinary course of the business of the Loan Parties and their Subsidiaries as presently conducted in compliance with all applicable laws (including the Xxxxxxxx-Xxxxx Act of 2002, as amended) an aggregate principal amount not to exceed $2,000,000 at any time outstanding; (iii) Investments by the Loan Parties and their Subsidiaries in Cash Equivalents; (iv) Investments existing on the date hereof Closing Date and described on Schedule 4.01(z4.01(r) hereto; (viii) Investments by the Borrower in Hedge Agreements permitted under Section 5.02(b)(i5.02(b) (iii); (viiv) Investments consisting in accounts and notes payable in the ordinary course of inter-company Debt business, including notes received in transactions permitted under Section 5.02(b5.02(e)(vi); (viiv) the purchase or other acquisition of all of the (1) Equity Interests in any Domestic Person that, upon the consummation thereof, will be wholly more than 50% owned directly by the Borrower or one or more Loan Parties of its wholly owned Subsidiaries (including, without limitation, as a result of a merger or consolidation) and the purchase or other acquisition by one or more Loan Parties of (2) all or substantially all of the property and assets of any a Person or consisting of a line of business or business unit of a Person; provided that, with respect to each purchase or other acquisition made pursuant to this clause (vii), such purchase or other acquisition shall be at all times negotiated without the objection of the Board of Directors of the entity to be acquired; and provided further that:v): (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 the Borrower and its Subsidiaries in the ordinary courseor a business that is incidental or related thereto; (CB) such purchase or other acquisition shall not include or result in any contingent liabilities that could reasonably be expected to be material and adverse 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, Borrower or such Subsidiary if the board of directors is otherwise approving such transaction, ortransaction and, in each other case, by the chief executive or financial officer of the Borrowera Responsible Officer); (DC) the total cash and noncash consideration (including, without limitation, the fair market value of excluding all Equity Interests issued or transferred to the sellers of such Person or assets, all indemnities, earnouts and other contingent payment obligations to, and thereof but including the aggregate amounts paid or to be paid under deferred purchase price, noncompete, consulting and other affiliated similar agreements with, with the sellers of such Person or assets, all write-downs of property and assets and reserves for liabilities with respect thereto thereof and all assumptions of debt, liabilities and other obligations in connection therewith) paid by or on behalf of the Borrower and its Subsidiaries (1) for any such purchase or other acquisition, when aggregated with the total cash and noncash consideration paid by acquisition (or on behalf any series of the Borrower and its Subsidiaries for all other related purchases and other acquisitions made by the Borrower and its Subsidiaries pursuant to this clause (vii), or acquisitions) shall not exceed $100,000,000165,000,000 unless such purchase or acquisition has been approved by the Required Lenders, and (2) for all such purchases or acquisitions effected during the term of this Agreement (excluding those purchases and acquisitions subject to a letter of intent or definitive agreement entered into prior to the date hereof) shall not exceed $200,000,000; provided that such amount shall be increased to $500,000,000 at all times after the Leverage Ratio is less than 2.75:1.00; (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 and (2) immediately after giving effect to such purchase or other acquisition, the Borrower 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 audited financial statements of such Person or assets 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 (FE) the Borrower shall have delivered to the Administrative Agent, on behalf of the Lender Parties, at least five three Business Days prior to the date on which any such purchase or other acquisition in which the total cash consideration is more than $30,000,000 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 (viiv) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition; (viiivi) Investments by the Borrower or any Subsidiary in 50% or less of the Equity Interests in another Person (the “Minority Investment”), provided that (i) the Borrower or any Subsidiary owns at least 20% (on a fully diluted basis) of the issued and outstanding Equity Interests in such Person, (ii) the aggregate outstanding amount of Minority Investments made by the Borrower and any Subsidiary shall not exceed $60,000,000 at any one time, (iii) the Borrower or any Subsidiary shall have full control over all bank accounts of such Person if the Borrower or any Subsidiary is the largest holder of Equity Interests in such Person, (iv) the Borrower or any Subsidiary shall control or act as the managing general partner of such Person if such Person is a partnership and if the Borrower or any Subsidiary is the largest holder of Equity Interests in such Person, and (v) immediately before and after giving effect thereto, no Default or Event of Default shall exist; (vii) notes from employees issued to the Borrower representing payment for capital stock of the Borrower or representing payment of the exercise price of options to purchase capital stock of the Borrower, and employee relocation expenses incurred in the ordinary course of business, in an aggregate amount at any time outstanding not to exceed $10,000,000; (viii) Investments of the Borrower or any of its Subsidiaries in any Subsidiary of the Borrower; provided that no such Investments in non-wholly-owned Subsidiaries shall be made unless, after giving pro forma effect thereto, the Borrower and its Subsidiaries would be in compliance with Section 5.02(l) and Section 5.04(d); (ix) Investments of the Borrower or any of its Subsidiaries in any Special Purpose Licensed Entity which, when aggregated with the aggregate amount of all obligations guaranteed under Section 5.02(b)(xiv) hereof, shall not exceed $30,000,000 at any time; (x) the Investment by the Borrower in connection with the acquisition of Physician Dialysis, Inc.; provided that such Investment (less the amount of cash, if any, held by Physician Dialysis, Inc. on the date of consummation of such acquisition) does not exceed, $160,000,000; and (xi) In addition to Investments otherwise permitted under by this Section 5.02(f) Section, Investments by the Borrower or any of its Subsidiaries in an aggregate amount not to exceed $10,000,000; provided that immediately before and immediately after giving effect to 20,000,000 at any such Investment, no Default shall have occurred and be continuing; and (ix) Investments that comprise the assets of the Non-Qualified Deferred Compensation Plantime outstanding.

Investments in Other Persons. Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, except: (A) equity Investments by the Borrower and its Subsidiaries in their Subsidiaries outstanding on the date hereof Effective Date and (B) additional equity Investments in Loan Parties; (ii) loans and advances to employees in the ordinary course of the business of the Loan Parties and their Subsidiaries as presently conducted in compliance with all applicable laws (including the Xxxxxxxx-Xxxxx Act of 2002, as amended) an aggregate principal amount not to exceed $2,000,000 at any time outstanding; (iii) Investments by the Loan Parties and their Subsidiaries in Cash Equivalents; (iv) Investments existing on the date hereof Effective Date and described on Schedule 4.01(z5.02(f) hereto; (v) Investments by the Borrower in Hedge Agreements permitted under Section 5.02(b)(i5.02(b)(1); (vi) Investments consisting of inter-company intercompany Debt permitted under Section 5.02(b); (vii) subsequent to the end of the Covenant Relief Period, the purchase or other acquisition of all of the Equity Interests in any Person that, upon the consummation thereof, will be wholly owned directly by one or more Loan Parties (including, without limitation, as a result of a merger or consolidation) and the purchase or other acquisition by one or more Loan Parties 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), such purchase or other acquisition shall be at all times negotiated without the objection of the Board board of Directors directors of the entity to be acquired; and provided further that: (A) the Loan Parties and any such newly created or acquired Subsidiary shall comply with the requirements of Section 5.01(j5.01(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 the same lines of business as one or more of the principal businesses of the Borrower 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 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, if the board of directors is otherwise approving such transaction, or, in each other case, by the chief executive or financial officer of the Borrower); (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) paid by or on behalf of the Borrower 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 the Borrower and its Subsidiaries for all other purchases and other acquisitions made by the Borrower and its Subsidiaries pursuant to this clause (vii), shall not exceed $100,000,000; provided, that the Borrower and its Subsidiaries may make purchases or other acquisitions pursuant to this clause (vii) for total cash and noncash consideration in excess of $100,000,000 so long as immediately after giving effect to such purchase or other acquisition, the Consolidated Total Leverage Ratio shall be at least 0.25:1.00 less than the ratio required to be maintained at such time by Section 5.04(a), such compliance to be determined on the basis of audited 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; (1) immediately before and immediately after giving effect to any such purchase or other acquisition, no Default shall have occurred and be continuing and (2) immediately after giving effect to such purchase or other acquisition, the Borrower 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 audited 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 (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 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 $10,000,00084,000,000; provided that immediately before and immediately after giving effect to any such Investment, no Default shall have occurred and be continuing; provided, further, that no Investments shall be made pursuant to this clause (viii) during the Covenant Relief Period; (ix) (A) the Punch Bowl Investment on or about the First Amendment Closing Date and (B) after (or substantially concurrent with) the consummation of the Punch Bowl Investment on the First Amendment Closing Date, additional Investments in Punch Bowl or the purchase of existing Punch Bowl debt, in an aggregate amount not to exceed $41,000,000 during the term of this Agreement, so long as (in the case of both clause (A) and clause (B)) (1) immediately after giving effect to any such Investment and any related incurrence of Indebtedness, (x) the Consolidated Total Leverage Ratio shall be at least 0.25:1.00 less than the ratio required to be maintained at such time by Section 5.04(a), such compliance to be determined on a pro forma basis as though such Investment (and any related incurrence of Indebtedness) had been consummated as of the first day of the fiscal period covered thereby, and (y) the Borrower 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 a pro forma basis as though such Investment (and any related incurrence of Indebtedness) had been consummated as of the first day of the fiscal period covered thereby, (2) immediately before and immediately after giving effect to any such Investment and any related incurrence of Indebtedness, no Default shall have occurred and be continuing and (3) the Borrower shall have delivered to the Administrative Agent, on behalf of the Lender Parties, 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 will be satisfied on or prior to the consummation of such Investment; provided, that no Investments shall be made pursuant to this clause (ix) during the Covenant Relief Period; and (ixx) Investments that comprise the assets of the Non-Qualified Deferred Compensation Plan.

Investments in Other Persons. 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 Borrower and its Subsidiaries in their Subsidiaries outstanding on the date hereof Effective Date and (B) additional equity Investments in Loan Parties; (ii) loans and advances to employees in the ordinary course of the business of the Loan Parties and their Subsidiaries as presently conducted in compliance with all applicable laws (including the Xxxxxxxx-Xxxxx Act of 2002, as amended) an aggregate principal amount not to exceed $2,000,000 at any time outstanding; (iii) Investments by the Loan Parties and their Subsidiaries in Cash Equivalents; (iv) Investments existing on the date hereof Effective Date and described on Schedule 4.01(z5.02(f) hereto; (v) Investments by the Borrower in Hedge Agreements permitted under Section 5.02(b)(i5.02(b)(1); (vi) Investments consisting of inter-company intercompany Debt permitted under Section 5.02(b); (vii) the purchase or other acquisition of all of the Equity Interests in any Person that, upon the consummation thereof, will be wholly owned directly by one or more Loan Parties (including, without limitation, as a result of a merger or consolidation) and the purchase or other acquisition by one or more Loan Parties 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), such purchase or other acquisition shall be at all times negotiated without the objection of the Board board of Directors directors of the entity to be acquired; and provided further that: (A) the Loan Parties and any such newly created or acquired Subsidiary shall comply with the requirements of Section 5.01(j5.01(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 the same lines of business as one or more of the principal businesses of the Borrower 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 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, if the board of directors is otherwise approving such transaction, or, in each other case, by the chief executive or financial officer of the Borrower); (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) paid by or on behalf of the Borrower 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 the Borrower and its Subsidiaries for all other purchases and other acquisitions made by the Borrower and its Subsidiaries pursuant to this clause (vii), shall not exceed $100,000,000; provided, that the Borrower and its Subsidiaries may make purchases or other acquisitions pursuant to this clause (vii) for total cash and noncash consideration in excess of $100,000,000 so long as immediately after giving effect to such purchase or other acquisition, the Consolidated Total Leverage Ratio shall be at least 0.25:1.00 less than the ratio required to be maintained at such time by Section 5.04(a), such compliance to be determined on the basis of audited 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; (E) (1) immediately before and immediately after giving effect to any such purchase or other acquisition, no Default shall have occurred and be continuing and (2) immediately after giving effect to such purchase or other acquisition, the Borrower 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 audited 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 (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 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 $10,000,000; provided that immediately before and immediately after giving effect to any such Investment, no Default shall have occurred and be continuing; and (ix) Investments that comprise the assets of the Non-Qualified Deferred Compensation Plan.

Investments in Other Persons. Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, except: (Aa) equity Investments by the 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 Loan Parties and their Subsidiaries as presently conducted in compliance with all applicable laws (including the Xxxxxxxx-Xxxxx Act of 2002, as amended) an aggregate principal amount not to exceed $2,000,000 at any time outstanding; (iii) Investments by the Loan Parties and their Subsidiaries in Cash Equivalents; (ivb) Investments existing on the date hereof Closing Date and described on Schedule 4.01(z) 7.6 hereto; (vc) Investments by the Borrower in Hedge Swap Agreements permitted under Section 5.02(b)(i7.2(c); (vid) Investments consisting in accounts receivable in the ordinary course of inter-company Debt business or notes received in transactions permitted under Section 5.02(bby Sections 7.5(f) and (j); (viie) the purchase or other acquisition of all (1) Capital Stock of the Equity Interests in any Person that, upon the consummation thereof, will be wholly more than 50% owned directly by the Borrower or one or more Loan Parties of its Wholly Owned Subsidiaries (including, without limitation, as a result of a merger or consolidation) and the purchase or other acquisition by one or more Loan Parties of (2) all or substantially all of the property and assets of any a Person or consisting of a line of business or business unit of a Person; provided that, with respect to each purchase or other acquisition made pursuant to this clause (vii), such purchase or other acquisition shall be at all times negotiated without the objection of the Board of Directors of the entity to be acquired; and provided further that:e): (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 the Borrower and its Subsidiaries in the ordinary coursepermitted by Section 7.3; (CB) 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, if the board of directors is otherwise approving such transaction, or, in each other case, by the chief executive or financial officer of the Borrower); (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) paid by or on behalf of the Borrower 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 the Borrower and its Subsidiaries for all other purchases and other acquisitions made by the Borrower and its Subsidiaries pursuant to this clause (vii), shall not exceed $100,000,000; (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 and (2) immediately after giving effect to such purchase or other acquisition, the Borrower and its Subsidiaries shall be in pro forma compliance on a Pro Forma Basis with Section 7.12 and Section 7.16; (C) the aggregate amount of consideration paid or provided by the Borrower and its Subsidiaries after the Closing Date pursuant to this Section 7.6(e)(C) (under clause (i) below) for the purchase or acquisition for Persons that will be Foreign Subsidiaries, when taken together with any Investments made in Foreign Subsidiaries pursuant to Section 7.6(h)(ii)(y)(A), shall not exceed (i) $1,000,000,0002,000,000,000 or (ii) if the Leverage Ratio for the most recent Measurement Period is less than 3.50:1.00 (both before and after giving effect to such transaction (including any use of cash with respect thereto) on a Pro Forma Basis), consideration in an unlimited amount; provided that if the amount of all of such cash payments exceeds the covenants limitation set forth in Section 5.04clause (i) of this clause (C) during any period during which the Leverage Ratio test in clause (ii) of this clause (C) is met, such compliance to be determined on the basis excess cash payments shall not constitute an Event of audited financial statements of Default if 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; andLeverage Ratio test is not met in any subsequent Measurement Period; (FD) the Borrower shall have delivered to the Administrative Agent, on behalf of the Lender PartiesLenders, at least five three Business Days prior to the date on which any such purchase or other acquisition in which the total cash consideration is more than $50,000,000 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 (viie) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisitionacquisition and containing a copy of any existing financial statements of the business to be acquired in the Borrower’s possession; and (E) Sections 6.12 and 6.13 are complied with; (viiif) Investments by the Borrower or any Subsidiary in 50% or less of the Capital Stock of another Person (the “Minority Investment”); provided that (i) the Borrower or any Subsidiary owns at least 20% (on a fully diluted basis) of the issued and outstanding Capital Stock of such Person, (ii) the aggregate outstanding amount of Minority Investments made by the Borrower and any Subsidiary shall not exceed $250,000,000350,000,000 at any one time outstanding, (iii) the Borrower or any Subsidiary shall have full control over all bank accounts of such Person if the Borrower or any Subsidiary is the largest holder of Capital Stock of such Person, (iv) the Borrower or any Subsidiary shall control or act as the managing general partner of such Person if such Person is a partnership and if the Borrower or any Subsidiary is the largest holder of Capital Stock of such Person, and (v) immediately before and after giving effect thereto, no Default shall exist; (g) notes from employees issued to the Borrower representing payment for Capital Stock of the Borrower or representing payment of the exercise price of options to purchase Capital Stock of the Borrower, and employee relocation expenses incurred in the ordinary course of business, in an aggregate amount at any time outstanding not to exceed $15,000,00030,000,000; (h) Investments by (i) any Subsidiary of the Borrower in the Borrower and (ii) the Borrower or any of its Subsidiaries in any Subsidiary of the Borrower; provided that (x) no Investment in any Non-Guarantor Domestic Subsidiary shall be made unless, after giving pro forma effect thereto, the Borrower and its Subsidiaries shall be in compliance with Section 7.12 and Section 7.16 and (y) no Investment in any Foreign Subsidiary shall be made unless the aggregate amount of Investments by the Borrower and its Subsidiaries not otherwise permitted under in Foreign Subsidiaries after the Closing Date pursuant to this Section 5.02(f7.6(h)(ii)(y) (under clause (A) below), when taken together with any Investments made in Foreign Subsidiaries pursuant to Section 7.6(e)(C)(i) shall not exceed (A) $1,000,000,0002,000,000,000 or (B) if the Leverage Ratio for the most recent Measurement Period is less than 3.50:1.00 (both before and after giving effect to such transaction (including any use of cash with respect thereto) on a Pro Forma Basis), an unlimited amount; provided that if the amount of all such cash payments exceeds the limitation set forth in clause (x) of this clause (ii) during any period during which the Leverage Ratio test in clause (y)(B) of this clause (ii) is met, such excess cash payments shall not constitute an Event of Default if such Leverage Ratio test is not met in any subsequent Measurement Period; (i) Investments of the Borrower or any of its Subsidiaries in any Special Purpose Licensed Entity which, when aggregated with the aggregate amount of all obligations guaranteed under Section 7.2(m), shall not exceed $150,000,000 at any time; (j) Investments arising as a result of Permitted Receivables Financings; and (k) Investments by the Borrower or any of its Subsidiaries (i) in an aggregate amount outstanding not to exceed the sum of (x) $10,000,000; provided that immediately 250,000,000 plus (y) $500,000,000 minus the aggregate amount of purchases, redemptions, acquisitions, dividends and distributions pursuant to Section 7.7(d)(i) and payments, prepayments, redemptions or acquisitions of Debt pursuant to Section 7.9(a)(ii)(x) since the Closing Date, in each case, other than with the Available Amount plus (z) the Available Amount minus the aggregate amount of purchases, redemptions, acquisitions, dividends and distributions pursuant to Section 7.7(d)(i) and payments, prepayments, redemptions or acquisitions of Debt pursuant to Section 7.9(a)(ii)(x) since the Closing Date to the extent made with(ii) in an aggregate amount outstanding not to exceed the Available Amount on the date of such Investment or (iiiii) if the Leverage Ratio for the most recent Measurement Period is less than 3.50:1.00 (both before and immediately after giving effect to such transaction (including any use of cash with respect thereto) on a Pro Forma Basis), in an unlimited amount; provided that if the amount of all such InvestmentInvestments exceeds the limitation set forth in clauseclauses (i) and (ii) of this Section during any period during which the Leverage Ratio test in clause (iiiii) of this Section is met, no such excess Investments shall not constitute an Event of Default shall have occurred if such Leverage Ratio test is not met in any subsequent Measurement Period; provided, further, in the case of each transaction under this Section 7.6(k)(iiiii), that immediately prior to each such transaction and be continuingafter giving effect thereto the aggregate amount of the Available Revolving Commitment is not less than $75,000,000.75,000,000; (l) Investments in connection with the Acquisition; and (ixm) Investments that comprise the assets of the Non-Qualified Deferred Compensation Planpursuant to any Permitted Physician Group Loan.

Investments in Other Persons. Make or hold, or permit ---------------------------- any of its Subsidiaries to make or hold, any Investment in any Person, except: (Ai) equity Investments by the Borrower and its Subsidiaries in their Subsidiaries outstanding on the date hereof and (B) additional equity Investments in Loan PartiesCash Equivalents; (ii) loans and advances to employees in the ordinary course of the business of the Loan Parties and their Subsidiaries as presently conducted in compliance with all applicable laws (including the Xxxxxxxx-Xxxxx Act of 2002, as amended) an aggregate principal amount not to exceed $2,000,000 at any time outstanding; (iii) Investments by the Loan Parties and their Subsidiaries in Cash Equivalents; (iv) Investments existing on the date hereof Closing Date and described on Schedule 4.01(z4.01(b) hereto; (viii) Investments by the Borrower in Hedge Agreements permitted under Section 5.02(b)(i5.02(b) (iii); (viiv) Investments consisting in accounts and notes payable in the ordinary course of inter-company Debt business, including notes received in transactions permitted under Section 5.02(b5.02(e)(vi); (viiv) the purchase or other acquisition of all of the (1) Equity Interests in any Domestic Person that, upon the consummation thereof, will be wholly more than 50% owned directly by the Borrower or one or more Loan Parties of its wholly owned Subsidiaries (including, without limitation, as a result of a merger or consolidation) and the purchase or other acquisition by one or more Loan Parties of (2) all or substantially all of the property and assets of any a Person or consisting of a line of business or business unit of a Person; provided that, with respect to each purchase or other acquisition made pursuant to this clause (vii), such purchase or other acquisition shall be at all times negotiated without the objection of the Board of Directors of the entity to be acquired; and provided further that:v): (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 the Borrower and its Subsidiaries in the ordinary courseor a business that is incidental or related thereto; (CB) such purchase or other acquisition shall not include or result in any contingent liabilities that could reasonably be expected to be material and adverse 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, Borrower or such Subsidiary if the board of directors is otherwise approving such transaction, ortransaction and, in each other case, by the chief executive or financial officer of the Borrowera Responsible Officer); (DC) the total cash and noncash consideration (including, without limitation, the fair market value of excluding all Equity Interests issued or transferred to the sellers of such Person or assets, all indemnities, earnouts and other contingent payment obligations to, and thereof but including the aggregate amounts paid or to be paid under deferred purchase price, noncompete, consulting and other affiliated similar agreements with, with the sellers of such Person or assets, all write-downs of property and assets and reserves for liabilities with respect thereto 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 and noncash consideration paid by acquisition (or on behalf any series of the Borrower and its Subsidiaries for all other related purchases and other acquisitions made by the Borrower and its Subsidiaries pursuant to this clause (vii), or acquisitions) shall not exceed $100,000,00050,000,000 unless such purchase or acquisition has been approved by the Required Lenders, and for all such purchases or acquisitions effected during the term of this Agreement shall not exceed $250,000,000; provided that such amount shall be increased to $450,000,000 at all times after the Leverage Ratio is less than or equal to 2.75:1; (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 and (2) immediately after giving effect to such purchase or other acquisition, the Borrower and its Subsidiaries shall be in pro forma 77 compliance with all of the covenants set forth in Section 5.04, such compliance to be determined on the basis of audited financial statements of such Person or assets 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 (FE) the Borrower shall have delivered to the Administrative Agent, on behalf of the Lender Parties, at least five three Business Days prior to the date on which any such purchase or other acquisition in which the total cash consideration is more than $30,000,000 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 (viiv) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition; (viiivi) Investments by the Borrower or any Subsidiary in 50% or less of the Equity Interests in another Person (the "Minority Investment"), provided that (i) the Borrower or any Subsidiary owns at least 20% (on a fully diluted basis) of the issued and its Subsidiaries outstanding Equity Interests in such Person, (ii) the aggregate outstanding amount of Minority Investments made by the Borrower and any Subsidiary shall not otherwise permitted under this Section 5.02(fexceed $60,000,000 at any one time, (iii) the Borrower or any Subsidiary shall have full control over all bank accounts of such Person if the Borrower or any Subsidiary is the largest holder of Equity Interests in such Person, (iv) the Borrower or any Subsidiary shall control or act as the managing general partner of such Person if such Person is a partnership and if the Borrower or any Subsidiary is the largest holder of Equity Interests in such Person, and (v) immediately before and after giving effect thereto, no Default or Event of Default shall exist; (vii) notes from employees issued to the Borrower representing payment for capital stock of the Borrower or representing payment of the exercise price of options to purchase capital stock of the Borrower, and employee relocation expenses incurred in the ordinary course of business, in an aggregate amount at any time outstanding not to exceed $10,000,000; provided that immediately before and immediately after giving effect to any such Investment, no Default shall have occurred and be continuing; and (ixviii) Investments that comprise the assets of the NonBorrower or any of its Subsidiaries in any Subsidiary of the Borrower; provided that no such Investments in non-Qualified Deferred Compensation Planwholly-owned Subsidiaries shall be made unless, after giving pro forma effect thereto, the Borrower and its Subsidiaries would be in compliance with Section 5.02(l) and Section 5.04(d).

Investments in Other Persons. Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, except: (Aa) equity Investments by the 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 Loan Parties and their Subsidiaries as presently conducted in compliance with all applicable laws (including the Xxxxxxxx-Xxxxx Act of 2002, as amended) an aggregate principal amount not to exceed $2,000,000 at any time outstanding; (iii) Investments by the Loan Parties and their Subsidiaries in Cash Equivalents; (ivb) Investments existing on (i) the date hereof Original Closing Date and described on Schedule 4.01(z7.6 to the Original Credit Agreement and (ii) the Restatement Effective Date and described on Schedule 7.6 hereto; (vc) Investments by the Borrower in Hedge Swap Agreements permitted under Section 5.02(b)(i7.2(c); (vid) Investments consisting in accounts receivable in the ordinary course of inter-company Debt business or notes received in transactions permitted under Section 5.02(bby Sections 7.5(f) and (j); (viie) the purchase or other acquisition of all (1) Capital Stock of the Equity Interests in any Domestic Person that, upon the consummation thereof, will be wholly more than 50% owned directly by the Borrower or one or more Loan Parties of its Wholly Owned Subsidiaries (including, without limitation, as a result of a merger or consolidation) and the purchase or other acquisition by one or more Loan Parties of (2) all or substantially all of the property and assets of any a Person or consisting of a line of business or business unit of a Person; provided that, with respect to each purchase or other acquisition made pursuant to this clause (vii), such purchase or other acquisition shall be at all times negotiated without the objection of the Board of Directors of the entity to be acquired; and provided further that:e): (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 the Borrower and its Subsidiaries in the ordinary courseor a business that is incidental or related thereto; (CB) such purchase or other acquisition shall not include or result in any contingent liabilities that could reasonably be expected to be material and adverse 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 Board of directors (or the persons performing similar functions) Directors of the Borrower, Borrower or such Subsidiary if the board Board of directors Directors is otherwise approving such transaction, ortransaction and, in each other case, by the chief executive or financial officer of the Borrowera Responsible Officer); (DC) the total cash and noncash consideration (includingexcluding all Capital Stock constituting, without limitationor the proceeds of, the fair market value of all Equity Interests an Excluded Issuance issued or transferred to the sellers of such Person or assets, all indemnities, earnouts and other contingent payment obligations to, and thereof but including the aggregate amounts paid or to be paid under deferred purchase price, noncompete, consulting and other affiliated similar agreements with, with the sellers of such Person or assets, all write-downs of property and assets and reserves for liabilities with respect thereto 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 all such purchase purchases or other acquisition, when aggregated acquisitions effected since the Original Closing Date (other than such purchases or other acquisitions effected with the total cash and noncash consideration paid by or on behalf proceeds of the Borrower and its Subsidiaries for all other purchases and other acquisitions made by the Borrower and its Subsidiaries an Asset Sale pursuant to this clause (viiSection 7.5(j)) shall not, along with all Investments pursuant to Section 7.6(l), shall not exceed $100,000,0001,200,000,000 plus the Available Amount; provided that the annual total of such cash consideration shall not, along with all Investments pursuant to Section 7.6(l), exceed $400,000,000 in any year; (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 and (2) immediately after giving effect to such purchase or other acquisition, the Borrower and its Subsidiaries shall be in pro forma compliance with all of the covenants set forth in Section 5.047.16, such compliance to be determined on the basis of audited financial statements of such Person or assets the Required Financial Information most recently delivered to the Administrative Agent and the Lenders as though such purchase or other acquisition had been consummated as of the first day of the fiscal period covered thereby; and; (FE) the Borrower shall have delivered to the Administrative Agent, on behalf of the Lender PartiesLenders, at least five three Business Days prior to the date on which any such purchase or other acquisition in which the total cash consideration is more than $50,000,000 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 (viie) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition;acquisition and containing a copy of any existing financial statements of the business to be acquired in the Borrower’s possession; and (viiiF) Section 6.12 and 6.13 are complied with. (f) Investments by the Borrower or any Subsidiary in 50% or less of the Capital Stock of another Person (the “Minority Investment”), provided that (i) the Borrower or any Subsidiary owns at least 20% (on a fully diluted basis) of the issued and outstanding Capital Stock of such Person, (ii) the aggregate outstanding amount of Minority Investments made by the Borrower and any Subsidiary shall not exceed $100,000,000 at any one time outstanding, (iii) the Borrower or any Subsidiary shall have full control over all bank accounts of such Person if the Borrower or any Subsidiary is the largest holder of Capital Stock of such Person, (iv) the Borrower or any Subsidiary shall control or act as the managing general partner of such Person if such Person is a partnership and if the Borrower or any Subsidiary is the largest holder of Capital Stock of such Person, and (v) immediately before and after giving effect thereto, no Default or Event of Default shall exist; (g) notes from employees issued to the Borrower representing payment for Capital Stock of the Borrower or representing payment of the exercise price of options to purchase Capital Stock of the Borrower, and employee relocation expenses incurred in the ordinary course of business, in an aggregate amount at any time outstanding not to exceed $10,000,000; (h) Investments of the Borrower or any of its Subsidiaries in any Subsidiary of the Borrower; provided that no such Investments in non-Guarantor Subsidiaries shall be made unless, after giving pro forma effect thereto, the Borrower and its Subsidiaries would be in compliance with Section 7.12 and Section 7.16; (i) Investments of the Borrower or any of its Subsidiaries in any Special Purpose Licensed Entity which, when aggregated with the aggregate amount of all obligations guaranteed under Section 7.2(o) hereof, shall not exceed $100,000,000 at any time; (j) in addition to Investments otherwise permitted under by this Section 5.02(f) Section, Investments by the Borrower or any of its Subsidiaries in an aggregate amount not to exceed $10,000,000100,000,000 at any time outstanding; (k) Investments arising as a result of Permitted Receivables Financings; (l) Growth Capital Expenditures; provided that the total cash consideration paid by or on behalf of the Borrower and its Subsidiaries for all such expenditures effected since the Restatement Effective Date (other than expenditures effected with the proceeds of an Asset Sale pursuant to Section 7.5(j)) shall not, along with all Investments pursuant to Section 7.6(e)(C), exceed $1,200,000,000 plus the Available Amount; provided that the annual total of such cash consideration shall not, along with all Investments pursuant to Section 7.6(e)(C), exceed $400,000,000 in any year; provided that Growth Capital Expenditures shall not be subject to the limitations set forth in the two immediately before and immediately preceding provisos if, on a Pro Forma Basis after giving effect thereto, the Leverage Ratio for the most recent Measurement Period is less than 3.5 to 1.0; provided that if the amount of Growth Capital Expenditures exceeds the limitations otherwise set forth in this Section during any period during which the Leverage Ratio test in the immediately preceding proviso is met, such Investment, no excess amount of Growth Capital Expenditures shall not constitute an Event of Default shall have occurred and be continuingif such Leverage Ratio test is not met in any subsequent Measurement Period; and (ixm) Investments that comprise made pursuant to the assets of the Non-Qualified Deferred Compensation PlanAcquisition Documents.

Investments in Other Persons. 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 Borrower and its Subsidiaries in their Subsidiaries outstanding on the date hereof Effective Date and (B) additional equity Investments in Loan Parties; (ii) loans and advances to employees in the ordinary course of the business of the Loan Parties and their Subsidiaries as presently conducted in compliance with all applicable laws (including the Xxxxxxxx-Xxxxx Act of 2002, as amended) an aggregate principal amount not to exceed $2,000,000 at any time outstanding; (iii) Investments by the Loan Parties and their Subsidiaries in Cash Equivalents; (iv) Investments existing on the date hereof Effective Date and described on Schedule 4.01(z5.02(f) hereto; (v) Investments by the Borrower in Hedge Agreements permitted under Section 5.02(b)(i5.02(b)(1); (vi) Investments consisting of inter-company intercompany Debt permitted under Section 5.02(b); (vii) the purchase or other acquisition of all of the Equity Interests in any Person that, upon the consummation thereof, will be wholly owned directly by one or more Loan Parties (including, without limitation, as a result of a merger or consolidation) and the purchase or other acquisition by one or more Loan Parties 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), such purchase or other acquisition shall be at all times negotiated without the objection of the Board board of Directors directors of the entity to be acquired; and provided further that: (A) the Loan Parties and any such newly created or acquired Subsidiary shall comply with the requirements of Section 5.01(j5.01(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 the same lines of business as one or more of the principal businesses of the Borrower 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 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, if the board of directors is otherwise approving such transaction, or, in each other case, by the chief executive or financial officer of the Borrower); (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) paid by or on behalf of the Borrower 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 the Borrower and its Subsidiaries for all other purchases and other acquisitions made by the Borrower and its Subsidiaries pursuant to this clause (vii), shall not exceed $100,000,000; (1) immediately before and immediately after giving effect to any such purchase or other acquisition, no Default shall have occurred and be continuing and (2) immediately after giving effect to such purchase or other acquisition, the Borrower 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 audited 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 (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 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 $10,000,000; provided that immediately before and immediately after giving effect to any such Investment, no Default shall have occurred and be continuing; and (ix) Investments that comprise the assets of the Non-Qualified Deferred Compensation Plan.

Investments in Other Persons. Make or hold, or permit any of its Restricted Subsidiaries to make or hold, any Investment in any Person, except: (Aa) equity Investments by the 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 Loan Parties and their Subsidiaries as presently conducted in compliance with all applicable laws (including the Xxxxxxxx-Xxxxx Act of 2002, as amended) an aggregate principal amount not to exceed $2,000,000 at any time outstanding; (iii) Investments by the Loan Parties and their Restricted Subsidiaries in Cash Equivalents; (ivb) Investments existing on the date hereof Closing Date and described on Schedule 4.01(z) 7.6 hereto; (vc) Investments by the Borrower in Hedge Swap Agreements permitted under Section 5.02(b)(i7.2(c); (vid) Investments consisting in accounts receivable in the ordinary course of inter-company Debt business or notes received in transactions permitted under Section 5.02(bby Sections 7.5(f) and (j); (viie) the purchase or other acquisition of all (1) Capital Stock of the Equity Interests in any Person that, upon the consummation thereof, will be wholly more than 50% owned directly by the Borrower or one or more Loan Parties of its Wholly Owned Subsidiaries (including, without limitation, as a result of a merger or consolidation) and the purchase or other acquisition by one or more Loan Parties of (2) all or substantially all of the property and assets of any a Person or consisting of a line of business or business unit of a Person; provided that, with respect to each purchase or other acquisition made pursuant to this clause (vii), such purchase or other acquisition shall be at all times negotiated without the objection of the Board of Directors of the entity to be acquired; and provided further that:e): (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 the Borrower and its Subsidiaries in the ordinary coursepermitted by Section 7.3; (CB) 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, if the board of directors is otherwise approving such transaction, or, in each other case, by the chief executive or financial officer of the Borrower); (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) paid by or on behalf of the Borrower 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 the Borrower and its Subsidiaries for all other purchases and other acquisitions made by the Borrower and its Subsidiaries pursuant to this clause (vii), shall not exceed $100,000,000; (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 and (2) immediately after giving effect to such purchase or other acquisition, the Borrower and its Restricted Subsidiaries shall be in pro forma compliance on a Pro Forma Basis with Section 7.16; (C) the aggregate amount of consideration paid or provided by the Borrower and its Restricted Subsidiaries after the Closing Date pursuant to this Section 7.6(e)(C) (under clause (i) below) for the purchase or acquisition for Persons that will be Foreign Subsidiaries, when taken together with any Investments made in Foreign Subsidiaries pursuant to Section 7.6(h)(ii)(y)(A), shall not exceed (i) $2,000,000,000 or (ii) if the Leverage Ratio for the most recent Measurement Period is less than 4.00:1.00 (both before and after giving effect to such transaction (including any use of cash with respect thereto) on a Pro Forma Basis), consideration in an unlimited amount; provided that if the amount of all of such cash payments exceeds the covenants limitation set forth in Section 5.04clause (i) of this clause (C) during any period during which the Leverage Ratio test in clause (ii) of this clause (C) is met, such compliance to be determined on the basis excess cash payments shall not constitute an Event of audited financial statements of Default if such Person or assets as though such purchase or other acquisition had been consummated as of the first day of the fiscal period covered therebyLeverage Ratio test is not met in any subsequent Measurement Period; and (FD) Sections 6.12 and 6.13 are complied with; (f) Investments by the Borrower or any Restricted Subsidiary in 50% or less of the Capital Stock of another Person (the “Minority Investment”); provided that (i) the aggregate outstanding amount of Minority Investments made by the Borrower and any Restricted Subsidiary shall not exceed $350,000,000 at any one time outstanding, (ii) the Borrower or any Restricted Subsidiary shall have delivered to control or act as 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 managing general partner of such purchase Person if such Person is a partnership and if the Borrower or other acquisitionany Restricted Subsidiary is the largest holder of Capital Stock of such Person, and (iii) immediately before and after giving effect thereto, no Default shall exist; (viiig) loans or advances to officers, directors, managers, partners and employees of the Borrower or its Restricted Subsidiaries (i) in connection with such Person’s payment for Capital Stock of the Borrower or representing payment of the exercise price of options to purchase Capital Stock of the Borrower, (ii) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, and (iii) for purposes not described in the foregoing clauses (i) and (ii), in an aggregate amount outstanding at the time made not to exceed $30,000,000; (h) Investments by (i) any Restricted Subsidiary of the Borrower in the Borrower and (ii) the Borrower or any of its Restricted Subsidiaries in any Restricted Subsidiary of the Borrower; provided that (x) no Investment in any Non-Guarantor Domestic Subsidiary shall be made unless, after giving pro forma effect thereto, the Borrower and its Restricted Subsidiaries shall be in compliance with Section 7.16 and (y) no Investment in any Foreign Subsidiary shall be made unless the aggregate amount of Investments by the Borrower and its Restricted Subsidiaries not otherwise permitted under in Foreign Subsidiaries after the Closing Date pursuant to this Section 5.02(f7.6(h)(ii)(y) (under clause (A) below), when taken together with any Investments made in Foreign Subsidiaries pursuant to Section 7.6(e)(C)(i) shall not exceed (A) $2,000,000,000 or (B) if the Leverage Ratio for the most recent Measurement Period is less than 4.00:1.00 (as of the date of such Investment (or, with respect to Investments in existence on the Closing Date, as of the Closing Date)), both before and after giving effect to such transaction (including any use of cash with respect thereto) on a Pro Forma Basis), an unlimited amount; provided that if the amount of all such cash payments exceeds the limitation set forth in clause (x) of this clause (ii) during any period during which the Leverage Ratio test in clause (y)(B) of this clause (ii) is met, such excess cash payments shall not constitute an Event of Default if such Leverage Ratio test is not met in any subsequent Measurement Period; (i) Investments of the Borrower or any of its Restricted Subsidiaries in any Special Purpose Licensed Entity which, when aggregated with the aggregate amount of all obligations guaranteed under Section 7.2(m), shall not exceed $150,000,000 at any time; (j) Investments arising as a result of Permitted Receivables Financings; (k) Investments by the Borrower or any of its Restricted Subsidiaries (i) in an aggregate amount outstanding not to exceed the sum of (x) $250,000,000 plus (y) $750,000,000 minus the aggregate amount of purchases, redemptions, acquisitions, dividends and distributions pursuant to Section 7.7(d)(i) and payments, prepayments, redemptions or acquisitions of Debt pursuant to Section 7.9(a)(ii)(x) since the Closing Date, (ii) in an aggregate amount not to exceed $10,000,000; provided that immediately the Available Amount on the date of such Investment or (iii) if the Leverage Ratio for the most recent Measurement Period is less than 4.00:1.00 (as of the date of such Investment (or, with respect to Investments in existence on the Closing Date, as of the Closing Date)), both before and immediately after giving effect to such transaction (including any use of cash with respect thereto) on a Pro Forma Basis), in an unlimited amount; provided that if the amount of all such Investments exceeds the limitation set forth in clauses (i) and (ii) of this Section during any period during which the Leverage Ratio test in clause (iii) of this Section is met, such excess Investments shall not constitute an Event of Default if such Leverage Ratio test is not met in any subsequent Measurement Period; (l) guarantees by the Borrower of any operating lease (other than any Financing Lease Obligation) of any joint venture entered into in the ordinary course of business; (m) Investments by the Borrower or any Restricted Subsidiary in Unrestricted Subsidiaries after the Closing Date in an aggregate amount for all such Investments (less an amount equal to the book value of all Unrestricted Subsidiaries that, after the Closing Date, are redesignated by the Borrower to be Restricted Subsidiaries, calculated as of the date of such redesignation) not to exceed for all Unrestricted Subsidiaries, at the time such Investment is made and after giving effect to such Investment, no Default shall have occurred not exceed (A) $250,000,000 or (B) if the Leverage Ratio for the most recent Measurement Period is less than 4.00:1.00 (as of the date of such Investment (or, with respect to Investments in existence on the Closing Date, as of the Closing Date)), both before and be continuingafter giving effect to such transaction (including any use of cash with respect thereto) on a Pro Forma Basis), an unlimited amount; and (ixi) Investments that comprise by the assets Borrower or any Restricted Domestic Subsidiary in an NMTC Subsidiary in the form of NMTC Indebtedness and any related capital contribution and (ii) NMTC Investments by an NMTC Subsidiary in an aggregate amount not to exceed the portion of the Non-Qualified Deferred Compensation Planrelated NMTC Indebtedness and any related capital contribution received by such NMTC Subsidiary. For purposes of determining compliance with this Section 7.6, (A) an Investment need not be permitted solely by reference to one category of permitted Investments (or any portion thereof) described in Sections 7.6(a) through (n) but may be permitted in part under any relevant combination thereof and (B) in the event that an Investment (or any portion thereof) meets the criteria of one or more of the categories of permitted Investments (or any portion thereof) described in Sections 7.6(a) through (n), the Borrower may, in its sole discretion, classify or divide such Investment (or any portion thereof) in any manner that complies with this Section 7.6 and will be entitled to only include the amount and type of such Investment (or any portion thereof) in one or more (as relevant) of the above clauses (or any portion thereof) and such Investment (or any portion thereof) shall be treated as having been made or existing pursuant to only such clause or clauses (or any portion thereof); provided, that all Investments described in Schedule 7.6 shall be deemed outstanding under Section 7.6(b).

Investments in Other Persons. Make or hold, or permit any of its Restricted Subsidiaries to make or hold, any Investment in any Person, except: (Aa) equity Investments by the 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 Loan Parties and their Subsidiaries as presently conducted in compliance with all applicable laws (including the Xxxxxxxx-Xxxxx Act of 2002, as amended) an aggregate principal amount not to exceed $2,000,000 at any time outstanding; (iii) Investments by the Loan Parties and their Restricted Subsidiaries in Cash Equivalents; (ivb) Investments existing on the date hereof Closing Date and described on Schedule 4.01(z) 7.6 hereto; (vc) Investments by the Borrower in Hedge Swap Agreements permitted under Section 5.02(b)(i7.2(c); (vid) Investments consisting in accounts receivable in the ordinary course of inter-company Debt business or notes received in transactions permitted under Section 5.02(bby Sections 7.5(f) and (j); (viie) the purchase or other acquisition of all (1) Capital Stock of the Equity Interests in any Person that, upon the consummation thereof, will be wholly more than 50% owned directly by the Borrower or one or more Loan Parties of its Wholly Owned Subsidiaries (including, without limitation, as a result of a merger or consolidation) and the purchase or other acquisition by one or more Loan Parties of (2) all or substantially all of the property and assets of any a Person or consisting of a line of business or business unit of a Person; provided that, with respect to each purchase or other acquisition made pursuant to this clause (vii), such purchase or other acquisition shall be at all times negotiated without the objection of the Board of Directors of the entity to be acquired; and provided further that:e): (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 the Borrower and its Subsidiaries in the ordinary coursepermitted by Section 7.3; (CB) 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, if the board of directors is otherwise approving such transaction, or, in each other case, by the chief executive or financial officer of the Borrower); (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) paid by or on behalf of the Borrower 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 the Borrower and its Subsidiaries for all other purchases and other acquisitions made by the Borrower and its Subsidiaries pursuant to this clause (vii), shall not exceed $100,000,000; (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 and (2) immediately after giving effect to such purchase or other acquisition, the Borrower and its Restricted Subsidiaries shall be in pro forma compliance on a Pro Forma Basis with Section 7.16; (C) the aggregate amount of consideration paid or provided by the Borrower and its Restricted Subsidiaries after the Closing Date pursuant to this Section 7.6(e)(C) (under clause (i) below) for the purchase or acquisition for Persons that will be Foreign Subsidiaries, when taken together with any Investments made in Foreign Subsidiaries pursuant to Section 7.6(h)(ii)(y)(A), shall not exceed (i) $2,000,000,000 or (ii) if the Leverage Ratio for the most recent Measurement Period is less than 4.00:1.00 (both before and after giving effect to such transaction (including any use of cash with respect thereto) on a Pro Forma Basis), consideration in an unlimited amount; provided that if the amount of all of such cash payments exceeds the covenants limitation set forth in Section 5.04clause (i) of this clause (C) during any period during which the Leverage Ratio test in clause (ii) of this clause (C) is met, such compliance to be determined on the basis excess cash payments shall not constitute an Event of audited financial statements of Default if such Person or assets as though such purchase or other acquisition had been consummated as of the first day of the fiscal period covered therebyLeverage Ratio test is not met in any subsequent Measurement Period; and (FD) Sections 6.12 and 6.13 are complied with; (f) Investments by the Borrower or any Restricted Subsidiary in 50% or less of the Capital Stock of another Person (the “Minority Investment”); provided that (i) the aggregate outstanding amount of Minority Investments made by the Borrower and any Restricted Subsidiary shall not exceed $350,000,000 at any one time outstanding, (ii) the Borrower or any Restricted Subsidiary shall have delivered to control or act as 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 managing general partner of such purchase Person if such Person is a partnership and if the Borrower or other acquisitionany Restricted Subsidiary is the largest holder of Capital Stock of such Person, and (iii) immediately before and after giving effect thereto, no Default shall exist; (viiig) loans or advances to officers, directors, managers, partners and employees of the Borrower or its Restricted Subsidiaries (i) in connection with such Person’s payment for Capital Stock of the Borrower or representing payment of the exercise price of options to purchase Capital Stock of the Borrower, (ii) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, and (iii) for purposes not described in the foregoing clauses (i) and (ii), in an aggregate amount outstanding at the time made not to exceed $30,000,000; (h) Investments by (i) any Restricted Subsidiary of the Borrower in the Borrower and (ii) the Borrower or any of its Restricted Subsidiaries in any Restricted Subsidiary of the Borrower; provided that (x) no Investment in any Non-Guarantor Domestic Subsidiary shall be made unless, after giving pro forma effect thereto, the Borrower and its Restricted Subsidiaries shall be in compliance with Section 7.16 and (y) no Investment in any Foreign Subsidiary shall be made unless the aggregate amount of Investments by the Borrower and its Restricted Subsidiaries not otherwise permitted under in Foreign Subsidiaries after the Closing Date pursuant to this Section 5.02(f7.6(h)(ii)(y) (under clause (A) below), when taken together with any Investments made in Foreign Subsidiaries pursuant to Section 7.6(e)(C)(i) shall not exceed (A) $2,000,000,000 or (B) if the Leverage Ratio for the most recent Measurement Period is less than 4.00:1.00 (as of the date of such Investment (or, with respect to Investments in existence on the Closing Date, as of the Closing Date)), both before and after giving effect to such transaction (including any use of cash with respect thereto) on a Pro Forma Basis), an unlimited amount; provided that if the amount of all such cash payments exceeds the limitation set forth in clause (x) of this clause (ii) during any period during which the Leverage Ratio test in clause (y)(B) of this clause (ii) is met, such excess cash payments shall not constitute an Event of Default if such Leverage Ratio test is not met in any subsequent Measurement Period; (i) Investments of the Borrower or any of its Restricted Subsidiaries in any Special Purpose Licensed Entity which, when aggregated with the aggregate amount of all obligations guaranteed under Section 7.2(m), shall not exceed $150,000,000 at any time; (j) Investments arising as a result of Permitted Receivables Financings; (k) Investments by the Borrower or any of its Restricted Subsidiaries (i) in an aggregate amount outstanding not to exceed the sum of (x) $250,000,000 plus (y) $750,000,000 minus the aggregate amount of purchases, redemptions, acquisitions, dividends and distributions pursuant to Section 7.7(d)(i) and payments, prepayments, redemptions or acquisitions of Debt pursuant to Section 7.9(a)(ii)(x) since the Closing Date, (ii) in an aggregate amount not to exceed $10,000,000; provided that immediately the Available Amount on the date of such Investment or (iii) if the Leverage Ratio for the most recent Measurement Period is less than 4.00:1.00 (as of the date of such Investment (or, with respect to Investments in existence on the Closing Date, as of the Closing Date)), both before and immediately after giving effect to such transaction (including any use of cash with respect thereto) on a Pro Forma Basis), in an unlimited amount; provided that if the amount of all such Investments exceeds the limitation set forth in clauses (i) and (ii) of this Section during any period during which the Leverage Ratio test in clause (iii) of this Section is met, such excess Investments shall not constitute an Event of Default if such Leverage Ratio test is not met in any subsequent Measurement Period; (l) guarantees by the Borrower of any operating lease (other than any Financing Lease Obligation) of any joint venture entered into in the ordinary course of business; (m) Investments by the Borrower or any Restricted Subsidiary in Unrestricted Subsidiaries after the Closing Date in an aggregate amount for all such Investments (less an amount equal to the book value of all Unrestricted Subsidiaries that, after the Closing Date, are redesignated by the Borrower to be Restricted Subsidiaries, calculated as of the date of such redesignation) not to exceed for all Unrestricted Subsidiaries, at the time such Investment is made and after giving effect to such Investment, no Default shall have occurred not exceed (A) $250,000,000 or (B) if the Leverage Ratio for the most recent Measurement Period is less than 4.00:1.00 (as of the date of such Investment (or, with respect to Investments in existence on the Closing Date, as of the Closing Date)), both before and be continuingafter giving effect to such transaction (including any use of cash with respect thereto) on a Pro Forma Basis), an unlimited amount; and (ixi) Investments that comprise by the assets Borrower or any Restricted Domestic Subsidiary in an NMTC Subsidiary in the form of NMTC Indebtedness and any related capital contribution and (ii) NMTC Investments by an NMTC Subsidiary in an aggregate amount not to exceed the portion of the Non-Qualified Deferred Compensation Planrelated NMTC Indebtedness and any related capital contribution received by such NMTC Subsidiary. For purposes of determining compliance with this Section 7.6, (A) an Investment need not be permitted solely by reference to one category of permitted Investments (or any portion thereof) described in Sections 7.6(a) through (n) but may be permitted in part under any relevant combination thereof and (B) in the event that an Investment (or any portion thereof) meets the criteria of one or more of the categories of permitted Investments (or any portion thereof) described in Sections 7.6(a) through (n), the Borrower may, in its sole discretion, classify or divide such Investment (or any portion thereof) in any manner that complies with this Section 7.6 and will be entitled to only include the amount and type of such Investment (or any portion thereof) in one or more (as relevant) of the above clauses (or any portion thereof) and such Investment (or any portion thereof) shall be treated as having been made or existing pursuant to only such clause or clauses (or any portion thereof); provided, that all Investments described in Schedule 7.6 shall be deemed outstanding under Section 7.6(b).

Investments in Other Persons. Make or or, from and after the Effective Date, hold, or permit any of its Subsidiaries to make or or, from and after the Effective Date, hold, any Investment in any Person, except: (Ai) equity Investments by the Borrower and Company in its Subsidiaries or by Subsidiaries of the Company in their the Company or in other Subsidiaries outstanding of the Company; (ii) Investments existing on the date hereof and (Bdescribed on Schedule 4.1(w) additional equity Investments in Loan Partieshereto; (iiiii) Investments consisting of intercompany Debt permitted under Section 7.2(b); (iv) loans and advances to employees in the ordinary course of the business of the Loan Parties Company and their its Subsidiaries as presently conducted in compliance with all applicable laws (including the Xxxxxxxx-Xxxxx Act of 2002, as amended) an aggregate principal amount not to exceed $2,000,000 500,000 on a consolidated basis 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(z) hereto; (v) Investments by the Borrower Company and its Subsidiaries in Hedge Agreements permitted under Section 5.02(b)(i7.2(b)(iii)(E); (vi) Investments consisting of inter-company by the Company and its Subsidiaries in cash or Cash Equivalents collateralizing Debt permitted under Section 5.02(b)7.2(b)(iii)(G) in an amount equal to not more than 110% of such Debt; (vii) the purchase any escrow or other acquisition of all of the Equity Interests in any Person that, upon the consummation thereof, will be wholly owned directly by one or more Loan Parties (including, without limitation, as a result of a merger or consolidation) and the purchase or other acquisition by one or more Loan Parties 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), such purchase or other acquisition shall be at all times negotiated without the objection of the Board of Directors of the entity to be acquired; and provided further that: (A) the Loan Parties and any such newly created or acquired Subsidiary shall comply with the requirements of holdback permitted under Section 5.01(j7.2(e)(ii); (Bviii) investments in cash or Cash Equivalents (subject to the lines requirements of business this Agreement and the Collateral Documents with respect to pledged accounts); and (ix) other Investments in an aggregate amount invested not to exceed $10,000,000 and Investments made solely with Equity Interests 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; (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 Company 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 chief executive or financial officer of the Borrower); (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 ; provided that 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 Subsidiaries for any such purchase or other acquisition, 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 to Investments made by the Borrower and its Subsidiaries pursuant to under this clause (viiix), shall not exceed $100,000,000; (1) immediately before and immediately after giving effect to any such purchase or other acquisitionthereto, no Default shall have occurred occurred, and be continuing or would result therefrom; and (2) immediately after giving effect to such purchase the acquisition of a company or other acquisitionbusiness pursuant to this clause (ix), the Borrower Company and its Subsidiaries shall be in pro forma compliance with all of the covenants set forth contained in Section 5.04, such compliance to be determined 7.4. calculated based on the basis of audited 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 (F) the Borrower shall have most recently delivered to the Administrative Agent, on behalf of the Lender Parties, at least five Business Days prior Collateral Agent pursuant to the date on which any such purchase or other acquisition is to be consummated, Section 7.3 as evidenced by a certificate of a Responsible Officer, in form and substance reasonably satisfactory the Chief Financial Officer of the Company delivered 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 Collateral Agent demonstrating 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 $10,000,000; provided that immediately before and immediately after giving effect to any such Investment, no Default shall have occurred and be continuing; and (ix) Investments that comprise the assets of the Non-Qualified Deferred Compensation Plancompliance.

Investments in Other Persons. Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, exceptPerson other than: (Ai) equity Investments by the Borrower and the Subsidiary Guarantors in wholly-owned Subsidiaries in an aggregate amount not to exceed $200,000, provided that, with respect to Investments in any newly acquired or created wholly-owned Subsidiary, such Subsidiary (x) shall become a Loan Party as required by Section 5.01(n) and (y) shall engage in a business similar to that engaged in by the Borrower and its Subsidiaries on the date hereof; (ii) Investments by the 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 Loan Parties and their Subsidiaries as presently conducted in compliance with all applicable laws (including the Xxxxxxxx-Xxxxx Act of 2002, as amended) an aggregate principal amount not to exceed $2,000,000 at any time outstandingCash Equivalents; (iii) Investments by the Loan Parties and their Subsidiaries in Cash Equivalentsconsisting of intercompany Debt permitted under Section 5.02(b)(ii)(A); (iv) Investments existing on the date hereof and described on Schedule 4.01(z) hereto; (v) Investments by the Borrower in the Hedge Agreements permitted under Section 5.02(b)(i5.02(b)(i)(B);; and (viv) after the High Yield Date, other Investments consisting of inter-company Debt permitted under Section 5.02(b); (vii) the purchase or other acquisition of all of the Equity Interests in an aggregate amount invested not to exceed at any Person that, upon the consummation thereof, will be wholly owned directly by one or more Loan Parties (including, without limitation, as a result of a merger or consolidation) and the purchase or other acquisition by one or more Loan Parties of all or substantially all of the property and assets of any Persontime outstanding $1,000,000; provided that, that with respect to each purchase or other acquisition Investments made pursuant to under this clause (vii), such purchase v): (1) any newly acquired or other acquisition shall be at all times negotiated without the objection of the Board of Directors of the entity to be acquired; and provided further that: (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 the Borrower and or any of its Subsidiaries in the ordinary course; shall be a wholly-owned Subsidiary thereof; (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, if the board of directors is otherwise approving such transaction, or, in each other case, by the chief executive or financial officer of the Borrower); (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) paid by or on behalf of the Borrower 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 the Borrower and its Subsidiaries for all other purchases and other acquisitions made by the Borrower and its Subsidiaries pursuant to this clause (vii), shall not exceed $100,000,000; (12) immediately before and immediately after giving effect to any such purchase or other acquisitionthereto, no Default shall have occurred and be continuing and or would result therefrom; (23) immediately after giving effect any business acquired or invested in pursuant to such purchase or other acquisition, the Borrower and its Subsidiaries this clause (v) shall be in pro forma compliance with all the same line of business as the business of the covenants set forth in Section 5.04, such compliance to be determined on the basis Borrower or any of audited 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 (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 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 $10,000,000; provided that immediately before and immediately after giving effect to any such Investment, no Default shall have occurred and be continuing; and (ix) Investments that comprise the assets of the Non-Qualified Deferred Compensation PlanSubsidiaries.

Investments in Other Persons. Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, except: (A) equity Investments by the Borrower and its Subsidiaries in their Subsidiaries outstanding on the date hereof Effective Date and (B) additional equity Investments in Loan Parties; (ii) loans and advances to employees in the ordinary course of the business of the Loan Parties and their Subsidiaries as presently conducted in compliance with all applicable laws (including the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002, as amended) an aggregate principal amount not to exceed $2,000,000 at any time outstanding; (iii) Investments by the Loan Parties and their Subsidiaries in Cash Equivalents; (iv) Investments existing on the date hereof Effective Date and described on Schedule 4.01(z5.02(f) hereto; (v) Investments by the Borrower in Hedge Agreements permitted under Section 5.02(b)(i5.02(b)(1); (vi) Investments consisting of inter-company intercompany Debt permitted under Section 5.02(b); (vii) the purchase or other acquisition of all of the Equity Interests in any Person that, upon the consummation thereof, will be wholly owned directly by one or more Loan Parties (including, without limitation, as a result of a merger or consolidation) and the purchase or other acquisition by one or more Loan Parties 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), such purchase or other acquisition shall be at all times negotiated without the objection of the Board board of Directors directors of the entity to be acquired; and provided further that: (A) the Loan Parties and any such newly created or acquired Subsidiary shall comply with the requirements of Section 5.01(j5.01(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 the same lines of business as one or more of the principal businesses of the Borrower 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 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, if the board of directors is otherwise approving such transaction, or, in each other case, by the chief executive or financial officer of the Borrower); (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) paid by or on behalf of the Borrower 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 the Borrower and its Subsidiaries for all other purchases and other acquisitions made by the Borrower and its Subsidiaries pursuant to this clause (vii), shall not exceed $100,000,000; provided, that the Borrower and its Subsidiaries may make purchases or other acquisitions pursuant to this clause (vii) for total cash and noncash consideration in excess of $100,000,000 so long as immediately after giving effect to such purchase or other acquisition, the Consolidated Total Leverage Ratio shall be at least 0.25:1.00 less than the ratio required to be maintained at such time by Section 5.04(a), such compliance to be determined on the basis of audited 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; (1) immediately before and immediately after giving effect to any such purchase or other acquisition, no Default shall have occurred and be continuing and (2) immediately after giving effect to such purchase or other acquisition, the Borrower 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 audited 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 (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 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 $10,000,00084,000,000; provided that immediately before and immediately after giving effect to any such Investment, no Default shall have occurred and be continuing; (ix) (A) the Punch Bowl Investment on or about the First Amendment Closing Date and (B) after (or substantially concurrent with) the consummation of the Punch Bowl Investment on the First Amendment Closing Date, additional Investments in Punch Bowl or the purchase of existing Punch Bowl debt, in an aggregate amount not to exceed $41,000,000 during the term of this Agreement, so long as (in the case of both clause (A) and clause (B)) (1) immediately after giving effect to any such Investment and any related incurrence of Debt, (x) the Consolidated Total Leverage Ratio shall be at least 0.25:1.00 less than the ratio required to be maintained at such time by Section 5.04(a), such compliance to be determined on a pro forma basis as though such Investment (and any related incurrence of Debt) had been consummated as of the first day of the fiscal period covered thereby, and (y) the Borrower 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 a pro forma basis as though such Investment (and any related incurrence of Debt) had been consummated as of the first day of the fiscal period covered thereby, (2) immediately before and immediately after giving effect to any such Investment and any related incurrence of Debt, no Default shall have occurred and be continuing and (3) the Borrower shall have delivered to the Administrative Agent, on behalf of the Lender Parties, 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 will be satisfied on or prior to the consummation of such Investment; and (ixx) Investments that comprise the assets of the Non-Qualified Deferred Compensation Plan. For the avoidance of doubt, none of (w) the sale of any Permitted Convertible Indebtedness, (x) the sale of or entry into any Permitted Warrant Transaction, (y) the purchase of or entry into any Permitted Bond Hedge Transaction or (z) the performance by any Loan Party of its obligations under any Permitted Convertible Indebtedness, any Permitted Warrant Transaction or any Permitted Bond Hedge Transaction (including the settlement or termination of any Permitted Bond Hedge Transaction or Permitted Warrant Transaction) is prohibited by, or will constitute usage of any of the baskets in, this Section 5.02(f).

Investments in Other Persons. Make any advance, loan, extension of credit (by way of guaranty or holdotherwise) or capital contribution to, or permit purchase any of its Subsidiaries to Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or make or holdany other investment in, any Investment in any PersonPerson (all of the foregoing, “Investments”), except: (Aa) equity Investments by the Borrower and its Subsidiaries in their Subsidiaries outstanding on the date hereof and (B) additional equity Investments in Loan Parties; (iib) loans and advances to employees in the ordinary course of the business of the Loan Parties and their Subsidiaries as presently conducted in compliance with all applicable laws (including the Xxxxxxxx-Xxxxx Act Requirements of 2002, as amended) Law in an aggregate principal amount not to exceed $2,000,000 at any time outstanding; (iiic) Investments by the Loan Parties and their Subsidiaries in Cash Equivalents; (ivd) Investments existing on the date hereof and described on Schedule 4.01(z7.6(d) hereto; (ve) Investments by the Borrower in Hedge Swap Agreements permitted under Section 5.02(b)(i7.2(b); (vif) Investments consisting of inter-company Debt intercompany Indebtedness permitted under Section 5.02(b)7.2; (viig) the purchase or other acquisition of all or substantially all of the Equity Interests in business, a line of business or a business unit (whether by the acquisition of Capital Stock, assets or any combination thereof) of any Person that, upon the consummation thereof, will be wholly owned directly by one or more Loan Parties (including, without limitation, as a result of a merger or consolidation) and the purchase or other acquisition by one or more Loan Parties 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), such purchase or other acquisition shall be at all times negotiated without the objection of the Board of Directors of the entity to be acquired; and provided further that: (Ai) the Loan Parties and any such newly created or acquired Subsidiary shall comply with the requirements of Section 5.01(j)6.9; (Bii) 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 coursecourse or ancillary, reasonably related thereto, or a reasonable extension, development or expansion thereof; (Ciii) 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 have 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 chief executive or financial officer of the Borrower)Material Adverse Effect; (Div) 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) Permitted Acquisition Consideration paid by or on behalf of the Borrower and its Subsidiaries for any such purchase or other acquisition, when aggregated with the total cash and noncash consideration Permitted Acquisition 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 (viiiv), shall not exceed $100,000,00050,000,000 per purchase or other acquisition or $100,000,000 in the aggregate since the date of this Agreement (exclusive in each case of the amount of Capital Stock issued in connection with a Permitted Acquisition); (1) immediately before and immediately after giving pro forma effect to any such purchase or other acquisition, no Event of Default shall have occurred and be continuing and (2) 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 all of the financial covenants set forth in Section 5.04, such compliance to be determined on the basis of audited financial statements of such Person 7.17 (whether or assets as though such purchase or other acquisition had been consummated not a Covenant Compliance Period is in effect) as of the first day of the most recently ended fiscal period covered therebyfor which financial statements were delivered pursuant to Sections 6.1(a) or 6.1(b) and (y) the aggregate Available Revolving Credit Commitments at such time shall be at least $10,000,000; and (Fvi) 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 (viivi) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition;, except that, with respect to clause (i) above, such certification need not be made until the collateral security is required to be supplied in accordance with Section 6.9; and (viiih) Investments by the Borrower and its Subsidiaries not otherwise permitted under this Section 5.02(f) 7.6 in an aggregate amount not to exceed $10,000,0005,000,000; provided that immediately before and immediately after giving effect to any such Investment, no Default shall have occurred and be continuing; (i) Capital Expenditures permitted pursuant to this Agreement; (j) purchases of assets (other than Capital Expenditures) in the ordinary course of business; (k) prepaid expenses or lease, utility and other similar deposits, in each case in the ordinary course of business; (l) investments arising out of the receipt by the Borrower or any of its Subsidiaries of noncash consideration for any disposition of assets permitted pursuant to Section 7.5; (m) investments resulting from pledges or deposits referred to in Section 7.1; (n) notes from officers and employees, not to exceed an aggregate amount of $10,000,000, in exchange for equity interests of Holdings purchased by such officers or employees pursuant to a stock ownership or purchase plan or compensation plan; (o) Guarantee Obligations permitted pursuant to Section 7.2; and (ixp) Investments that comprise the assets of the Non-Qualified Deferred Compensation PlanIntercompany Loan.

Investments in Other Persons. Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, except: (i) (A) equity Investments by members of the Borrower and its Subsidiaries Consolidated Group in their Subsidiaries outstanding on existing as of the date hereof and hereof, (B) additional equity Investments by members of the Consolidated Group in and to Domestic Loan Parties (other than the Parent), (C) Investments in Loan PartiesHMO Subsidiaries in an aggregate amount of up to $25 million at any time outstanding (on a cost basis), and (D) other additional Investments not contemplated in this clause (i) or in the other clauses of this subsection in an aggregate amount of up to $5 million at any time outstanding; (ii) loans and advances to employees in the ordinary course of the business of the Loan Parties and their Subsidiaries Consolidated Group as presently conducted in compliance with all applicable laws (including the Xxxxxxxx-Xxxxx Act of 2002, as amended) an aggregate principal amount not to exceed $2,000,000 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(z4.01(v) hereto; (v) Investments by the Borrower in Hedge Agreements permitted under Section 5.02(b)(i5.02(b)(i)(A); (vi) Investments consisting of inter-company intercompany Debt permitted under Section 5.02(b5.02(b)(i)(B) or 5.02(b)(ii); (vii) Acquisitions (A) described on Schedule 5.02(f) hereto or (B) to which the purchase or other acquisition Required Lenders have consented in writing in advance of all such Acquisition; and (viii) Acquisitions by any Loan Party of either the majority of the Equity Interests in stock of or any Person that, upon the consummation thereof, will be wholly owned directly by one or more Loan Parties (including, without limitation, as a result of a merger or consolidation) and the purchase or other acquisition by one or more Loan Parties of all or substantially all of the property and assets of any other Person; provided that, with respect to each purchase or other acquisition Investments made pursuant to under this clause (vii)viii): (A) not less than 30 Business Days prior to making any Permitted Acquisition, such purchase or other acquisition the Borrower shall be at all times negotiated without the objection submit to each of the Board of Directors Lender Parties the following information: (1) a copy of the entity signed letter of intent and a current draft or a signed copy, as the case may be, of the acquisition agreement with any prepared exhibits, (2) a written description of the Person to be acquired; , including, without limitation, the location and provided further that: type of operations, key management and HMO assets of such Person, if any, (A3) if available, historical financial statements of such Person for the Loan Parties prior two years and any the most recent interim financial statements of such newly created or acquired Subsidiary shall comply Person, and (4) consolidated financial statements and projections for both the Consolidated Group giving Pro Forma Effect to the Debt associated with the requirements Acquisition and the Consolidated EBITDA and Consolidated EBITDAR associated with such Person or the assets that are the subject of the Acquisition, and indicating (I) compliance on a joint, consolidated basis with the financial covenants set forth in Section 5.01(j); 5.04 as of the closing of the Acquisition and (II) projected compliance for the ensuing 12 months after the closing of the Acquisition with each financial covenant in Section 5.04, (B) the lines Permitted Acquisition Price, together with the Permitted Acquisition Prices of all other Acquisitions occurring in the immediately preceding 12-month period does not exceed $40,000,000 in the aggregate, (C) the 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 is in the ordinary course; (C) such purchase HMO Business or other acquisition shall not include or result healthcare related business and is located in any contingent liabilities that could reasonably be expected to be material to the businessUnited States of America, 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, if the board of directors is otherwise approving such transaction, or, in each other case, by the chief executive or financial officer of the Borrower); (D) no Default has occurred and is continuing, or would otherwise occur as a result of or in connection with the total cash and noncash consideration Permitted Acquisition, (including, without limitation, E) the fair market value provisions of all Equity Interests issued or transferred to Section 5.01(j) shall be complied with in connection with the sellers of such Person or assets, all indemnities, earnouts and other contingent payment obligations toPermitted Acquisition, and (F) the aggregate amounts paid or to be paid under noncompete, consulting and other affiliated agreements with, the sellers of Permitted Acquisition Price for each 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 Borrower 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 the Borrower and its Subsidiaries for all other purchases and other acquisitions made by the Borrower and its Subsidiaries pursuant to this clause (vii), Acquisition shall not exceed $100,000,000; (1) immediately before and immediately after giving effect to any such purchase or other acquisition, no Default shall have occurred and be continuing and (2) immediately after giving effect to such purchase or other acquisition, the Borrower 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 audited 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 (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 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 $10,000,000; provided that immediately before and immediately after giving effect to any such Investment, no Default shall have occurred and be continuing; and (ix) Investments that comprise the assets of the Non-Qualified Deferred Compensation Plan25,000,000.

Investments in Other Persons. Make None of the Borrower or holdany Guarantor shall, directly or permit any of its Subsidiaries to indirectly make or hold, maintain any Investment in any PersonInvestment, except: (Aa) equity Investments by existing on the date of this Agreement and disclosed on Schedule 8.3; (b) Investments in cash and Cash Equivalents held in a Cash Collateral Account or a Control Account with respect to which the Administrative Agent for the benefit of the Secured Parties has a first priority perfected Lien or in the other accounts permitted to be maintained pursuant to this 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 Borrower and its Subsidiaries or a new practice approved in their Subsidiaries outstanding on writing by the date hereof and Administrative Agent (B) additional equity Investments in Loan Partiessuch approval not to be unreasonably withheld); (iid) loans and advances Investments received in settlement of amounts due to employees the Borrower or any Subsidiary of the Borrower effected in the ordinary course of business (including as a result of transfers permitted by Section 8.4 (Sale of Assets); (e) Investments by (i) the business Borrower in Pellet, (ii) any Guarantor in the Borrower or any other Guarantor, and (iii) the Borrower or Pellet in any other Guarantor; provided, however, that the 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 Loan Parties Borrower or any of its Subsidiaries in the ordinary course of business, which loans and their Subsidiaries as presently conducted advances shall not in compliance with all applicable laws the aggregate exceed the aggregate outstanding principal amount of two million Dollars (including $2,000,000) at any time; (g) Investments in respect of Indebtedness permitted by clause (f) Section 8.1 (Indebtedness); (h) Investments in joint ventures made after the Xxxxxxxx-Xxxxx Act Petition Date not in any case to exceed the aggregate amount of seven million five hundred thousand Dollars ($7,500,000) at any time in the Fiscal Year ending December 31, 2002, as amendedand otherwise shall not exceed ten million Dollars ($10,000,000) in the aggregate at any time; and (i) Investments in Delray Connecting Railway Company ("Delray") in the form of Indebtedness in an aggregate principal amount not to exceed $2,000,000 at outstanding from time to time, which Indebtedness shall be secured by a Lien in favor of the Borrower or any time outstanding; Guarantor on the assets of Delray junior only to pre-existing Liens on Delray's assets (iii) Investments such Lien to be granted by the Loan Parties and their Subsidiaries in Cash Equivalents; later of (ivi) Investments existing on ten (10) Business Days after the date hereof and described on Schedule 4.01(z) hereto; (v) Investments by the Borrower in Hedge Agreements permitted under Section 5.02(b)(i); (vi) Investments consisting of inter-company Debt permitted under Section 5.02(b); (vii) the purchase or other acquisition of all of the Equity Interests in any Person thatInvestment and (ii) thirty (30) days after the Effective Date); provided, upon however, that the consummation thereof, will be wholly owned directly Investment permitted by one or more Loan Parties (including, without limitation, as a result of a merger or consolidation) and the purchase or other acquisition by one or more Loan Parties 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), such purchase or other acquisition shall i) may be at all times negotiated without unsecured so long as the objection of the Board of Directors of the entity to be acquired; and provided further that: (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 the Borrower 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 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, if the board of directors is otherwise approving such transaction, or, in each other case, by the chief executive or financial officer of the Borrower); (D) the total cash and noncash consideration (including, without limitation, the fair market value of all Equity Interests issued or transferred to the sellers granting 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 security interest by Delray violates any material Contractual Obligation 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 Borrower 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 the Borrower and its Subsidiaries for all other purchases and other acquisitions made by the Borrower and its Subsidiaries pursuant to this clause (vii), shall not exceed $100,000,000; (1) immediately before and immediately after giving effect to any such purchase or other acquisition, no Default shall have occurred and be continuing and (2) immediately after giving effect to such purchase or other acquisition, the Borrower 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 audited 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 (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 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 $10,000,000; provided that immediately before and immediately after giving effect to any such Investment, no Default shall have occurred and be continuing; and (ix) Investments that comprise the assets of the Non-Qualified Deferred Compensation PlanDelray.

Investments in Other Persons. Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, except: (A) equity Investments by the Borrower and its Subsidiaries in their Subsidiaries outstanding on the date hereof Effective Date and (B) additional equity Investments in Loan Parties; (ii) loans and advances to employees in the ordinary course of the business of the Loan Parties and their Subsidiaries as presently conducted in compliance with all applicable laws (including the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002, as amended) an aggregate principal amount not to exceed $2,000,000 5,000,000 at any time outstanding; (iii) Investments by the Loan Parties and their Subsidiaries in Cash Equivalents; (iv) Investments existing on the date hereof Effective Date and described on Schedule 4.01(z5.02(f) hereto; (v) Investments by the Borrower in Hedge Agreements permitted under Section 5.02(b)(i5.02(b)(ii); (vi) Investments consisting of inter-company intercompany Debt permitted under Section 5.02(b); (vii) the purchase or other acquisition of all of the Equity Interests in any Person that, upon the consummation thereof, will be wholly owned directly by one or more Loan Parties (including, without limitation, as a result of a merger or consolidation) and the purchase or other acquisition by one or more Loan Parties 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), such purchase or other acquisition shall be at all times negotiated without the objection of the Board board of Directors directors of the entity to be acquired; and provided further that: (A) the Loan Parties and any such newly created or acquired Subsidiary shall comply with the requirements of Section 5.01(j5.01(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 the same lines of business as one or more of the principal businesses of the Borrower 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 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, if the board of directors is otherwise approving such transaction, or, in each other case, by the chief executive or financial officer of the Borrower); (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) paid by or on behalf of the Borrower 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 the Borrower and its Subsidiaries for all other purchases and other acquisitions made by the Borrower and its Subsidiaries pursuant to this clause (vii), shall not exceed $100,000,000150,000,000; provided, that the Borrower and its Subsidiaries may make purchases or other acquisitions pursuant to this clause (vii) for total cash and noncash consideration in excess of $150,000,000 so long as immediately after giving effect to such purchase or other acquisition, the Consolidated Senior Secured Leverage Ratio shall be less than 2.75 to 1.00, such compliance to be determined on the basis of audited 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; (1) immediately before and immediately after giving effect to any such purchase or other acquisition, no Default shall have occurred and be continuing and (2) immediately after giving effect to such purchase or other acquisition, the Borrower 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 audited 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 (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 on or prior to the consummation of such purchase or other acquisition; (viii) Investments by the Borrower and its Subsidiaries following the Effective Date not otherwise permitted under this Section 5.02(f) in an aggregate amount not to exceed exceed, at the time of any such Investment (and measured after giving effect to thereto), the greater of (x) $10,000,00025,000,000 and (y) 10.0% of Consolidated EBITDA (as of the last day of the most recently ended four fiscal quarter period for which financial statements have been delivered pursuant to Section 5.03(b) or 5.03(c)); provided that immediately before and immediately after giving effect to any such Investment, no Default shall have occurred and be continuing; (ix) [reserved]; and (ixx) Investments that comprise the assets of the Non-Qualified Deferred Compensation Plan. For the avoidance of doubt, none of (w) the sale of any Permitted Convertible Indebtedness, (x) the sale of or entry into any Permitted Warrant Transaction, (y) the purchase of or entry into any Permitted Bond Hedge Transaction or (z) the performance by any Loan Party of its obligations under any Permitted Convertible Indebtedness, any Permitted Warrant Transaction or any Permitted Bond Hedge Transaction (including the settlement or termination of any Permitted Bond Hedge Transaction or Permitted Warrant Transaction) is prohibited by, or will constitute usage of any of the baskets in, this Section 5.02(f).