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) Investments by the Borrower and its Subsidiaries in Cash Equivalents; (b) Investments existing on the Closing Date and described on Schedule 7.6 hereto; (c) Investments by the Borrower in Swap Agreements permitted under Section 7.2(c); (d) Investments in accounts receivable in the ordinary course of business or notes received in transactions permitted by Sections 7.5(f) and (j); (e) the purchase or other acquisition of (1) Capital Stock of any Person that, upon the consummation thereof, will be more than 50% owned by the Borrower or one or more of its Wholly Owned Subsidiaries (including, without limitation, as a result of a merger or consolidation) or (2) all or substantially all the property and assets of 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 (e): (A) 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 permitted by Section 7.3; (B) (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 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 such cash payments exceeds the limitation set forth in clause (i) of this clause (C) during any period during which the Leverage Ratio test in clause (ii) of this clause (C) 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; (D) the Borrower shall have delivered to the Administrative Agent, on behalf of the Lenders, at least three Business Days prior to the date on which any such purchase or other acquisition 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 (e) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition 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; (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 $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 in Foreign Subsidiaries after the Closing Date pursuant to this Section 7.6(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) $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 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 clause (i) of this Section during any period during which the Leverage Ratio test in clause (ii) 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; provided, further, in the case of each transaction under this Section 7.6(k)(ii), that immediately prior to each such transaction and after giving effect thereto the aggregate amount of the Available Revolving Commitment is not less than $75,000,000.

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; (biv) Investments existing on the Closing Date date hereof and described on Schedule 7.6 4.01(z) hereto; (cv) Investments by the Borrower in Swap Hedge Agreements permitted under Section 7.2(c5.02(b)(i); (dvi) Investments in accounts receivable in the ordinary course consisting of business or notes received in transactions inter-company Debt permitted by Sections 7.5(f) and (junder Section 5.02(b); (evii) the purchase or other acquisition of (1) Capital Stock all of the Equity Interests in any Person that, upon the consummation thereof, will be more than 50% wholly owned directly by the Borrower or one or more of its Wholly Owned Subsidiaries Loan Parties (including, without limitation, as a result of a merger or consolidation) and the purchase or (2) other acquisition by one or more Loan Parties of all or substantially all of the property and assets of a Person or consisting of a line of business or business unit of a any Person; provided that, with respect to each purchase or other acquisition made pursuant to this clause (e):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 permitted by Section 7.3substantially the same lines of business as one or more of the principal businesses of the Borrower and its Subsidiaries in the ordinary course; (BC) 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) all of 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 such cash payments exceeds the limitation covenants set forth in clause (i) of this clause (C) during any period during which the Leverage Ratio test in clause (ii) of this clause (C) is metSection 5.04, such excess cash payments shall not constitute an Event compliance to be determined on the basis of Default if audited financial statements of such Leverage Ratio test is not met in any subsequent Measurement Period;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 (DF) the Borrower shall have delivered to the Administrative Agent, on behalf of the LendersLender Parties, at least three five 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 (evii) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition 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 withacquisition; (fviii) 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 in Foreign Subsidiaries after the Closing Date pursuant to not otherwise permitted under this Section 7.6(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 (i5.02(f) in an aggregate amount outstanding not to exceed the sum of (x) $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 10,000,000; provided that immediately before and immediately after giving effect to any such transaction Investment, no Default shall have occurred and be continuing; and (including any use of cash with respect theretoix) on a Pro Forma Basis), in an unlimited amount; provided Investments that if comprise the amount of all such Investments 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, such excess Investments shall not constitute an Event of Default 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 after giving effect thereto the aggregate amount assets of the Available Revolving Commitment is not less than $75,000,000Non-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: (ai) Investments by the Borrower and its Subsidiaries in Cash Equivalents; (bii) Investments existing on the Closing Date and described on Schedule 7.6 4.01(r) hereto; (ciii) Investments by the Borrower in Swap Hedge Agreements permitted under Section 7.2(c5.02(b) (iii); (div) Investments in accounts receivable and notes payable in the ordinary course of business or business, including notes received in transactions permitted by Sections 7.5(f) and (junder Section 5.02(e)(vi); (ev) the purchase or other acquisition of (1) Capital Stock of Equity Interests in any Domestic Person that, upon the consummation thereof, will be more than 50% owned by the Borrower or one or more of its Wholly Owned wholly owned Subsidiaries (including, without limitation, as a result of a merger or consolidation) or (2) all or substantially all the property and assets of 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 (ev): (A) 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 permitted by Section 7.3substantially the same lines of business as one or more of the businesses of the Borrower and its Subsidiaries or a business that is incidental or related thereto; (B) 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 or such Subsidiary if the board of directors is otherwise approving such transaction and, in each other case, by a Responsible Officer); (C) the total cash consideration (excluding all Equity Interests issued or transferred to the sellers thereof but including the aggregate amounts paid or to be paid under deferred purchase price, noncompete, consulting and other similar agreements with the sellers thereof and all assumptions of debt, liabilities and other obligations in connection therewith) paid by or on behalf of the Borrower and its Subsidiaries (1) for any such purchase or other acquisition (or any series of related purchases or acquisitions) shall not exceed $50,000,000 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 on a Pro Forma Basis with Section 7.12 and Section 7.16; (C) all of 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 such cash payments exceeds the limitation covenants set forth in clause (i) of this clause (C) during any period during which the Leverage Ratio test in clause (ii) of this clause (C) is metSection 5.04, such excess cash payments shall not constitute an Event compliance to be determined on the basis of Default if the Required Financial Information most recently delivered to the Administrative Agent and the Lender Parties as though such Leverage Ratio test is not met in any subsequent Measurement Period;purchase or other acquisition had been consummated as of the first day of the fiscal period covered thereby; and (DE) the Borrower shall have delivered to the Administrative Agent, on behalf of the LendersLender Parties, at least 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 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 (ev) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition 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 withacquisition; (fvi) Investments by the Borrower or any Subsidiary in 50% or less of the Capital Stock of 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 Capital Stock of Equity Interests in such Person, (ii) the aggregate outstanding amount of Minority Investments made by the Borrower and any Subsidiary shall not exceed $250,000,000 60,000,000 at any one time outstandingtime, (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 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 Capital Stock of Equity Interests in such Person, and (v) immediately before and after giving effect thereto, no Default or Event of Default shall exist; (gvii) notes from employees issued to the Borrower representing payment for Capital Stock capital stock of the Borrower or representing payment of the exercise price of options to purchase Capital Stock 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 $15,000,00010,000,000; (hviii) 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 such Investments in any Nonnon-Guarantor Domestic Subsidiary wholly-owned Subsidiaries shall be made unless, after giving pro forma effect thereto, the Borrower and its Subsidiaries shall would be in compliance with Section 7.12 5.02(l) 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 in Foreign Subsidiaries after the Closing Date pursuant to this Section 7.6(h)(ii)(y) (under clause (A) below5.04(d), 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;and (iix) 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)5.02(b)(xiv) hereof, shall not exceed $150,000,000 20,000,000 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) $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 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 clause (i) of this Section during any period during which the Leverage Ratio test in clause (ii) 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; provided, further, in the case of each transaction under this Section 7.6(k)(ii), that immediately prior to each such transaction and after giving effect thereto the aggregate amount of the Available 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: (a) Investments by the Borrower and its Subsidiaries the other Companies in Cash Equivalentstheir respective Subsidiaries; (b) Investments existing on loans and advances to employees in the Closing Date ordinary course of the business of the Borrower and described on Schedule 7.6 heretothe Companies as presently conducted in an aggregate principal amount not to exceed $2,000,000 at any time outstanding; (c) Investments by the loans to directors, officers and employees to purchase Equity Interests of Borrower in Swap Agreements permitted under Section 7.2(c)or Parent; (d) Investments by the Borrower and the Companies in accounts receivable bank deposits in the ordinary course of business or notes received Cash Equivalents; (e) Investments existing as of the date hereof and described on Schedule 6.04; (f) Investments in transactions Hedge Agreements permitted by Sections 7.5(f) and (junder Section 6.01(b)(iii); (eg) the purchase or other acquisition of (1) Capital Stock all or substantially all of the Equity Interests in any Person that, upon the consummation thereof, will be more than 50% wholly owned directly by the Borrower Holdings or one or more of its Wholly Owned wholly owned Subsidiaries (including, without limitation, as a result of a merger or consolidation) and the purchase or (2) other acquisition by Holdings or one or more of its wholly-owned Subsidiaries of all or substantially all of the property and assets of any Person (collectively, a Person or consisting of a line of business or business unit of a Person“Permitted Acquisition”); provided that, with respect to each purchase or other acquisition made pursuant to this clause (eg): (Ai) 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 permitted by Section 7.36.11(b); (Bii) such purchase or other acquisition shall not include or result in any contingent liabilities that could reasonably be expected to have a Material Adverse Effect on the Borrower and its Subsidiaries, taken as a whole (as determined in good faith by the board of directors (or the persons performing similar functions) of the Borrower, if the board of directors is otherwise approving such transaction, or, in each other case, by the Responsible Officer of the Borrower); (iii) (1A) 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 (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 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 such cash payments exceeds the limitation covenant set forth in clause (i) of this clause (C) during any period during which the Leverage Ratio test in clause (ii) of this clause (C) is metSection 6.12(b), such excess cash payments shall not constitute an Event of Default if such Leverage Ratio test is not met in any subsequent and compliance to be determined as of the last day of the most recently ended Measurement Period;; and (Div) the Borrower shall have delivered to the Administrative Agent, on behalf of the Lenders, at least three five 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 (eg) have been satisfied or will be satisfied in all material respects on or prior to the consummation of such purchase or other acquisition acquisition; (h) Investments (A) received in satisfaction or partial satisfaction of accounts from financially troubled account debtors (whether in connection with a foreclosure, bankruptcy, workout or otherwise) and containing a copy (B) consisting of any existing financial statements 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 business Borrower and its Subsidiaries or otherwise permitted hereunder; (j) other Investments in an aggregate amount not to be exceed at any time the sum of (A) $15,000,000 (B) net proceeds received from Investments permitted under this Section 6.04 and (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 of them if created or acquired in the Borrower’s possession; and (E) Sections 6.12 ordinary course of business and 6.13 are complied with; (f) Investments by the Borrower payable or any Subsidiary dischargeable 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 Personaccordance with customary terms, (iiB) the aggregate outstanding amount of Minority Investments made by the Borrower invest in, acquire and any Subsidiary shall not exceed $250,000,000 at any one time outstandinghold cash and Cash Equivalents, (iiiC) endorse negotiable instruments held for collection in the Borrower ordinary course of business 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(D) make lease, (iv) the Borrower or any Subsidiary shall control or act as the managing general partner of such Person if such Person is a partnership utility 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 other similar deposits 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 (iil) the Borrower Companies may sell or any of its Subsidiaries in any Subsidiary of transfer amounts and acquire assets to the Borrower; provided that extent permitted by Section 6.03 (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 in Foreign Subsidiaries after the Closing Date pursuant to this Section 7.6(h)(ii)(y) (under clause (A) belowother than 6.03(l), 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 (km) 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 (ithe “investor”) in an aggregate amount outstanding not to exceed the sum of (x) $250,000,000 plus (y) $500,000,000 minus the aggregate amount of purchases, redemptions, acquisitions, dividends and distributions any Subsidiary that are effected pursuant to Section 7.7(d)(i) and payments, prepayments, redemptions one or acquisitions more Investments made contemporaneously or in prompt succession by the investor and/or any of Debt pursuant to Section 7.9(a)(ii)(x) since its Subsidiaries shall be deemed one Investment by 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 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 clause (i) of this Section during any period during which the Leverage Ratio test in clause (ii) 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; provided, further, in the case of each transaction under this Section 7.6(k)(ii), that immediately prior to each such transaction and after giving effect thereto the aggregate amount of the Available Revolving Commitment is not less than $75,000,000investor.

Investments in Other Persons. Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, except: (ai) Investments by the Borrower and its Subsidiaries in Cash Equivalents; (bii) Investments existing on the Closing Date and described on Schedule 7.6 4.01(r) hereto; (ciii) Investments by the Borrower in Swap Hedge Agreements permitted under Section 7.2(c5.02(b) (iii); (div) Investments in accounts receivable and notes payable in the ordinary course of business or business, including notes received in transactions permitted by Sections 7.5(f) and (junder Section 5.02(e)(vi); (ev) the purchase or other acquisition of (1) Capital Stock of Equity Interests in any Domestic Person that, upon the consummation thereof, will be more than 50% owned by the Borrower or one or more of its Wholly Owned wholly owned Subsidiaries (including, without limitation, as a result of a merger or consolidation) or (2) all or substantially all the property and assets of 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 (ev): (A) 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 permitted by Section 7.3substantially the same lines of business as one or more of the businesses of the Borrower and its Subsidiaries or a business that is incidental or related thereto; (B) 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 or such Subsidiary if the board of directors is otherwise approving such transaction and, in each other case, by a Responsible Officer); (C) the total cash consideration (excluding all Equity Interests issued or transferred to the sellers thereof but including the aggregate amounts paid or to be paid under deferred purchase price, noncompete, consulting and other similar agreements with the sellers thereof and all assumptions of debt, liabilities and other obligations in connection therewith) paid by or on behalf of the Borrower and its Subsidiaries (1) for any such purchase or other acquisition (or any series of related purchases or acquisitions) shall not exceed $50,000,000 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 on a Pro Forma Basis with Section 7.12 and Section 7.16; (C) all of 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 such cash payments exceeds the limitation covenants set forth in clause (i) of this clause (C) during any period during which the Leverage Ratio test in clause (ii) of this clause (C) is metSection 5.04, such excess cash payments shall not constitute an Event compliance to be determined on the basis of Default if the Required Financial Information most recently delivered to the Administrative Agent and the Lender Parties as though such Leverage Ratio test is not met in any subsequent Measurement Period;purchase or other acquisition had been consummated as of the first day of the fiscal period covered thereby; and (DE) the Borrower shall have delivered to the Administrative Agent, on behalf of the LendersLender Parties, at least 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 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 (ev) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition 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 withacquisition; (fvi) Investments by the Borrower or any Subsidiary in 50% or less of the Capital Stock of 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 Capital Stock of Equity Interests in such Person, (ii) the aggregate outstanding amount of Minority Investments made by the Borrower and any Subsidiary shall not exceed $250,000,000 60,000,000 at any one time outstandingtime, (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 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 Capital Stock of Equity Interests in such Person, and (v) immediately before and after giving effect thereto, no Default or Event of Default shall exist; (gvii) notes from employees issued to the Borrower representing payment for Capital Stock capital stock of the Borrower or representing payment of the exercise price of options to purchase Capital Stock 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 $15,000,00010,000,000; (hviii) 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 such Investments in any Nonnon-Guarantor Domestic Subsidiary wholly-owned Subsidiaries shall be made unless, after giving pro forma effect thereto, the Borrower and its Subsidiaries shall would be in compliance with Section 7.12 5.02(l) 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 in Foreign Subsidiaries after the Closing Date pursuant to this Section 7.6(h)(ii)(y) (under clause (A) below5.04(d), 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;and (iix) 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)5.02(b)(xiv) hereof, shall not exceed $150,000,000 30,000,000 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) $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 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 clause (i) of this Section during any period during which the Leverage Ratio test in clause (ii) 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; provided, further, in the case of each transaction under this Section 7.6(k)(ii), that immediately prior to each such transaction and after giving effect thereto the aggregate amount of the Available Revolving Commitment is not less than $75,000,000.

Investments in Other Persons. Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, except: (a) Investments by the Borrower and its Subsidiaries in Cash Equivalents; (b) Investments existing on the Closing Date and described on Schedule 7.6 hereto; (c) Investments by the Borrower in Swap Agreements permitted under Section 7.2(c); (d) Investments in accounts receivable in the ordinary course of business or notes received in transactions permitted by Sections 7.5(f) and (j); (e) the purchase or other acquisition of (1) Capital Stock of any Person that, upon the consummation thereof, will be more than 50% owned by the Borrower or one or more of its Wholly Owned Subsidiaries (including, without limitation, as a result of a merger or consolidation) or (2) all or substantially all the property and assets of 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 (e): (A) 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 permitted by Section 7.3; (B) (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 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 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 such cash payments exceeds the limitation set forth in clause (i) of this clause (C) during any period during which the Leverage Ratio test in clause (ii) of this clause (C) 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; (D) the Borrower shall have delivered to the Administrative Agent, on behalf of the Lenders, at least three Business Days prior to the date on which any such purchase or other acquisition 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 (e) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition 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; (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 $250,000,000 350,000,000 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 $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 in Foreign Subsidiaries after the Closing Date pursuant to this Section 7.6(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 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; and; (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) $500,000,000 750,000,000 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 each case, other than with an aggregate amount not to exceed the Available Amount plus (z) on the Available Amount minus the aggregate amount date 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 such Investment or (iiiii) 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), in an unlimited amount; provided that if the amount of all such Investments exceeds the limitation set forth in clause clauses (i) and (ii) of this Section during any period during which the Leverage Ratio test in clause (iiiii) 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; provided, further, in the case of each transaction under this Section 7.6(k)(ii7.6(k)(iii), that immediately prior to each such transaction and after 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 (i) Investments by the 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 related NMTC Indebtedness and any related capital contribution received by such NMTC Subsidiary.

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: (a) Investments by existing on the Borrower date of this Agreement and its Subsidiaries in Cash Equivalentsdisclosed on Schedule 8.3; (b) Investments existing on in cash and Cash Equivalents held in a Cash Collateral Account or a Control Account with respect to which the Closing Date and described on Schedule 7.6 heretoAdministrative 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 writing by the Borrower in Swap Agreements permitted under Section 7.2(cAdministrative Agent (such approval not to be unreasonably withheld); (d) Investments received in accounts receivable settlement of amounts due to the Borrower or any Subsidiary of the Borrower effected in the ordinary course of business or notes received in transactions (including as a result of transfers permitted by Sections 7.5(f) and Section 8.4 (jSale of Assets); (e) the purchase or other acquisition of (1) Capital Stock of any Person that, upon the consummation thereof, will be more than 50% owned by the Borrower or one or more of its Wholly Owned Subsidiaries (including, without limitation, as a result of a merger or consolidation) or (2) all or substantially all the property and assets of 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 (e): (A) 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 permitted by Section 7.3; (B) (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 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 such cash payments exceeds the limitation set forth in clause (i) of this clause (C) during any period during which the Leverage Ratio test in clause (ii) of this clause (C) 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; (D) the Borrower shall have delivered to the Administrative Agent, on behalf of the Lenders, at least three Business Days prior to the date on which any such purchase or other acquisition 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 (e) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition 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; (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 Personin Pellet, (ii) the aggregate outstanding amount of Minority Investments made by any Guarantor in the Borrower or any other Guarantor, and any Subsidiary shall not exceed $250,000,000 at any one time outstanding, (iii) the Borrower or Pellet in any Subsidiary other Guarantor; provided, however, that the aggregate outstanding amount of Investments permitted under clause (iii) above shall have full control over all bank accounts of such Person if the Borrower or not exceed one million Dollars ($1,000,000) at 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 existtime; (gf) notes from loans or advances to 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 in Foreign Subsidiaries after the Closing Date pursuant to this Section 7.6(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 whichthe ordinary course of business, when aggregated with which loans and advances shall not in the aggregate exceed the aggregate outstanding principal amount of all obligations guaranteed under Section 7.2(m), shall not exceed two million Dollars ($150,000,000 2,000,000) at any time; (jg) Investments arising as a result in respect of Permitted Receivables FinancingsIndebtedness permitted by clause (f) Section 8.1 (Indebtedness); (h) Investments in joint ventures made after the 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, and otherwise shall not exceed ten million Dollars ($10,000,000) in the aggregate at any time; and (ki) Investments in Delray Connecting Railway Company ("Delray") in the form of Indebtedness in an amount not to exceed $2,000,000 outstanding from time to time, which Indebtedness shall be secured by a Lien in favor of the Borrower or any Guarantor on the assets of its Subsidiaries Delray junior only to pre-existing Liens on Delray's assets (such Lien to be granted by the later of (i) in an aggregate amount outstanding not to exceed ten (10) Business Days after the sum date of (x) $250,000,000 plus (y) $500,000,000 minus the aggregate amount of purchases, redemptions, acquisitions, dividends Investment 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 thirty (30) days after the Leverage Ratio for Effective Date); provided, however, that 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), in an unlimited amount; provided that if the amount of all such Investments exceeds the limitation set forth in Investment permitted by this clause (i) may be unsecured so long as the granting of this Section during such security interest by Delray violates any period during which the Leverage Ratio test in clause (ii) material Contractual Obligation 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; provided, further, in the case of each transaction under this Section 7.6(k)(ii), that immediately prior to each such transaction and after giving effect thereto the aggregate amount of the Available Revolving Commitment is not less than $75,000,000Delray.

Investments in Other Persons. Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, except: (ai) Investments by the Borrower and its Subsidiaries in Cash Equivalents; (bii) Investments existing on the Closing Date and described on Schedule 7.6 4.01(r) hereto; (ciii) Investments by the Borrower in Swap Hedge Agreements permitted under Section 7.2(c5.02(b) (iii); (div) Investments in accounts receivable and notes payable in the ordinary course of business or business, including notes received in transactions permitted by Sections 7.5(f) and (junder Section 5.02(e)(vi); (ev) the purchase or other acquisition of (1) Capital Stock of Equity Interests in any Domestic Person that, upon the consummation thereof, will be more than 50% owned by the Borrower or one or more of its Wholly Owned wholly owned Subsidiaries (including, without limitation, as a result of a merger or consolidation) or (2) all or substantially all the property and assets of 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 (ev): (A) 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 permitted by Section 7.3substantially the same lines of business as one or more of the businesses of the Borrower and its Subsidiaries or a business that is incidental or related thereto; (B) 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 or such Subsidiary if the board of directors is otherwise approving such transaction and, in each other case, by a Responsible Officer); (C) the total cash consideration (excluding all Equity Interests issued or transferred to the sellers thereof but including the aggregate amounts paid or to be paid under deferred purchase price, noncompete, consulting and other similar agreements with the sellers thereof and all assumptions of debt, liabilities and other obligations in connection therewith) paid by or on behalf of the Borrower and its Subsidiaries (1) for any such purchase or other acquisition (or any series of related purchases or acquisitions) shall not exceed $165,000,000 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 on a Pro Forma Basis with Section 7.12 and Section 7.16; (C) all of 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 such cash payments exceeds the limitation covenants set forth in clause (i) of this clause (C) during any period during which the Leverage Ratio test in clause (ii) of this clause (C) is metSection 5.04, such excess cash payments shall not constitute an Event compliance to be determined on the basis of Default if the Required Financial Information most recently delivered to the Administrative Agent and the Lender Parties as though such Leverage Ratio test is not met in any subsequent Measurement Period;purchase or other acquisition had been consummated as of the first day of the fiscal period covered thereby; and (DE) the Borrower shall have delivered to the Administrative Agent, on behalf of the LendersLender Parties, at least 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 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 (ev) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition 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 withacquisition; (fvi) Investments by the Borrower or any Subsidiary in 50% or less of the Capital Stock of 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 Capital Stock of Equity Interests in such Person, (ii) the aggregate outstanding amount of Minority Investments made by the Borrower and any Subsidiary shall not exceed $250,000,000 60,000,000 at any one time outstandingtime, (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 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 Capital Stock of Equity Interests in such Person, and (v) immediately before and after giving effect thereto, no Default or Event of Default shall exist; (gvii) notes from employees issued to the Borrower representing payment for Capital Stock capital stock of the Borrower or representing payment of the exercise price of options to purchase Capital Stock 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 $15,000,00010,000,000; (hviii) 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 such Investments in any Nonnon-Guarantor Domestic Subsidiary wholly-owned Subsidiaries shall be made unless, after giving pro forma effect thereto, the Borrower and its Subsidiaries shall would be in compliance with Section 7.12 5.02(l) 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 in Foreign Subsidiaries after the Closing Date pursuant to this Section 7.6(h)(ii)(y) (under clause (A) below5.04(d), 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; (iix) 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)5.02(b)(xiv) hereof, shall not exceed $150,000,000 30,000,000 at any time; (jx) Investments arising as a result the Investment by the Borrower in connection with the acquisition of Permitted Receivables FinancingsPhysician 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 (kxi) In addition to Investments otherwise permitted by this Section, 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) $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 after giving effect to such transaction (including 20,000,000 at 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 clause (i) of this Section during any period during which the Leverage Ratio test in clause (ii) 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; provided, further, in the case of each transaction under this Section 7.6(k)(ii), that immediately prior to each such transaction and after giving effect thereto the aggregate amount of the Available Revolving Commitment is not less than $75,000,000time outstanding.

Investments in Other Persons. Make or hold, or permit any of its Restricted Subsidiaries to make or hold, any Investment in any Person, except: (a) Investments by the Borrower and its Restricted Subsidiaries in Cash Equivalents; (b) Investments existing on the Closing Date and described on Schedule 7.6 hereto; (c) Investments by the Borrower in Swap Agreements permitted under Section 7.2(c); (d) Investments in accounts receivable in the ordinary course of business or notes received in transactions permitted by Sections 7.5(f) and (j); (e) the purchase or other acquisition of (1) Capital Stock of any Person that, upon the consummation thereof, will be more than 50% owned by the Borrower or one or more of its Wholly Owned Subsidiaries (including, without limitation, as a result of a merger or consolidation) or (2) all or substantially all the property and assets of 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 (e): (A) 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 permitted by Section 7.3; (B) (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 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 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) $1,000,000,000 2,000,000,000 or (ii) if the Leverage Ratio for the most recent Measurement Period is less than 3.50:1.00 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 such cash payments exceeds the limitation set forth in clause (i) of this clause (C) during any period during which the Leverage Ratio test in clause (ii) of this clause (C) 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; (D) the Borrower shall have delivered to the Administrative Agent, on behalf of the Lenders, at least three Business Days prior to the date on which any such purchase or other acquisition 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 (e) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition and containing a copy of any existing financial statements of the business to be acquired in the Borrower’s possession; and (ED) 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 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 Restricted Subsidiary shall not exceed $250,000,000 350,000,000 at any one time outstanding, (iiiii) 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 Restricted 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 Restricted Subsidiary is the largest holder of Capital Stock of such Person, and (viii) immediately before and after giving effect thereto, no Default shall exist; (g) notes from loans or advances to officers, directors, managers, partners and employees issued to of the Borrower representing 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 employee customary business-related travel, entertainment, relocation expenses incurred and analogous ordinary business purposes, and (iii) for purposes not described in the ordinary course of businessforegoing clauses (i) and (ii), in an aggregate amount outstanding at any the time outstanding made not to exceed $15,000,00030,000,000; (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 7.12 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 Restricted Subsidiaries in Foreign Subsidiaries after the Closing Date pursuant to this Section 7.6(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 2,000,000,000 or (B) if the Leverage Ratio for the most recent Measurement Period is less than 3.50:1.00 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; and; (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) $500,000,000 750,000,000 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 each case, other than with an aggregate amount not to exceed the Available Amount plus (z) on the Available Amount minus the aggregate amount date 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 such Investment or (iiiii) if the Leverage Ratio for the most recent Measurement Period is less than 3.50:1.00 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), in an unlimited amount; provided that if the amount of all such Investments exceeds the limitation set forth in clause clauses (i) and (ii) of this Section during any period during which the Leverage Ratio test in clause (iiiii) 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; provided, further, ; (l) guarantees by the Borrower of any operating lease (other than any Financing Lease Obligation) of any joint venture entered into in the case ordinary course of each transaction under this Section 7.6(k)(ii)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, that immediately prior after the Closing Date, are redesignated by the Borrower to each be Restricted Subsidiaries, calculated as of the date of such transaction redesignation) not to exceed for all Unrestricted Subsidiaries, at the time such Investment is made and after giving effect thereto to such Investment, shall 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 after giving effect to such transaction (including any use of cash with respect thereto) on a Pro Forma Basis), an unlimited amount; and (i) Investments by the 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 Available Revolving Commitment is related 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 less than $75,000,000be 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 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: (a) equity Investments by the Borrower and its Subsidiaries in their Subsidiaries outstanding on the date hereof and additional equity Investments in Loan Parties; (b) loans and advances to employees in the ordinary course of the business of the Loan Parties and their Subsidiaries in compliance with all Requirements of Law in an aggregate principal amount not to exceed $2,000,000 at any time outstanding; (c) Investments by the Loan Parties and their Subsidiaries in Cash Equivalents; (bd) Investments existing on the Closing Date date hereof and described on Schedule 7.6 7.6(d) hereto; (ce) Investments by the Borrower in Swap Agreements permitted under Section 7.2(c7.2(b); (df) Investments in accounts receivable in the ordinary course consisting of business or notes received in transactions intercompany Indebtedness permitted by Sections 7.5(f) and (j)under Section 7.2; (eg) the purchase or other acquisition of all or substantially all of the business, a line of business or a business unit (1whether by the acquisition of Capital Stock, assets or any combination thereof) Capital Stock of any Person that, upon the consummation thereof, will be more than 50% wholly owned directly by the Borrower or one or more of its Wholly Owned Subsidiaries Loan Parties (including, without limitation, as a result of a merger or consolidation) and the purchase or (2) other acquisition by one or more Loan Parties of all or substantially all of the property and assets of a Person or consisting of a line of business or business unit of a any Person; provided that, with respect to each purchase or other acquisition made pursuant to this clause (e):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 6.9; (ii) 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 permitted by Section 7.3substantially the same lines of business as one or more of the principal businesses of the Borrower and its Subsidiaries in the ordinary course or ancillary, reasonably related thereto, or a reasonable extension, development or expansion thereof; (Biii) such purchase or other acquisition shall not include or result in any contingent liabilities that could reasonably be expected to have a Material Adverse Effect; (iv) the total 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 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 (iv), shall not exceed $50,000,000 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 compliance on with the financial covenants set forth in Section 7.17 (whether or not a Pro Forma Basis with Section 7.12 Covenant Compliance Period is in effect) as of the most recently ended fiscal period for which financial statements were delivered pursuant to Sections 6.1(a) or 6.1(b) and Section 7.16; (Cy) 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 Available Revolving Credit Commitments at such time shall 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) at least $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 amount10,000,000; provided that if the amount of all such cash payments exceeds the limitation set forth in clause (i) of this clause (C) during any period during which the Leverage Ratio test in clause (ii) of this clause (C) 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;and (Dvi) the Borrower shall have delivered to the Administrative Agent, on behalf of the Lenders, at least three five 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 (evi) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition and containing a copy of any existing financial statements of acquisition, except that, with respect to clause (i) above, such certification need not be made until the business collateral security is required to be acquired supplied in the Borrower’s possessionaccordance with Section 6.9; and (E) Sections 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 $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 in Foreign Subsidiaries after the Closing Date pursuant to not otherwise permitted under this Section 7.6(h)(ii)(y) (under clause (A) below), when taken together with any Investments made 7.6 in Foreign Subsidiaries pursuant an aggregate amount not 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 5,000,000; provided that immediately before and immediately after giving effect to any such transaction (including any use of cash with respect thereto) on a Pro Forma Basis)Investment, 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 no Default shall not constitute an Event of Default if such Leverage Ratio test is not met in any subsequent Measurement Periodhave occurred and be continuing; (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 timeCapital Expenditures permitted pursuant to this Agreement; (j) Investments arising as a result purchases of Permitted Receivables Financings; andassets (other than Capital Expenditures) in the ordinary course of business; (k) Investments 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; (im) investments resulting from pledges or deposits referred to in Section 7.1; (n) notes from officers and employees, not to exceed an aggregate amount outstanding not of $10,000,000, in exchange for equity interests of Holdings purchased by such officers or employees pursuant to exceed the sum of a stock ownership or purchase plan or compensation plan; (xo) $250,000,000 plus (y) $500,000,000 minus the aggregate amount of purchases, redemptions, acquisitions, dividends and distributions Guarantee Obligations permitted 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 7.2; and (zp) 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 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 clause (i) of this Section during any period during which the Leverage Ratio test in clause (ii) 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; provided, further, in the case of each transaction under this Section 7.6(k)(ii), that immediately prior to each such transaction and after giving effect thereto the aggregate amount of the Available Revolving Commitment is not less than $75,000,000Intercompany Loan.

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 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 Sxxxxxxx-Xxxxx Act of 2002, as amended) an aggregate principal amount not to exceed $5,000,000 at any time outstanding; (iii) Investments by the Loan Parties and their Subsidiaries in Cash Equivalents; (biv) Investments existing on the Closing Effective Date and described on Schedule 7.6 5.02(f) hereto; (cv) Investments by the Borrower in Swap Hedge Agreements permitted under Section 7.2(c5.02(b)(ii); (dvi) Investments in accounts receivable in the ordinary course consisting of business or notes received in transactions intercompany Debt permitted by Sections 7.5(f) and (junder Section 5.02(b); (evii) the purchase or other acquisition of (1) Capital Stock all of the Equity Interests in any Person that, upon the consummation thereof, will be more than 50% wholly owned directly by the Borrower or one or more of its Wholly Owned Subsidiaries Loan Parties (including, without limitation, as a result of a merger or consolidation) and the purchase or (2) other acquisition by one or more Loan Parties of all or substantially all of the property and assets of a Person or consisting of a line of business or business unit of a any Person; provided that, with respect to each purchase or other acquisition made pursuant to this clause (e):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(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 permitted by Section 7.3substantially the same lines of business as one or more of the principal businesses of the Borrower and its Subsidiaries in the ordinary course; (BC) 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 $150,000,000; 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 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) all of 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 such cash payments exceeds the limitation covenants set forth in clause (i) of this clause (C) during any period during which the Leverage Ratio test in clause (ii) of this clause (C) is metSection 5.04, such excess cash payments shall not constitute an Event compliance to be determined on the basis of Default if audited financial statements of such Leverage Ratio test is not met in any subsequent Measurement Period;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 (DF) the Borrower shall have delivered to the Administrative Agent, on behalf of the LendersLender Parties, at least three five 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 (evii) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition 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 withacquisition; (fviii) 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 in Foreign Subsidiaries after following the Closing Effective Date pursuant to not otherwise permitted under this Section 7.6(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 (i5.02(f) in an aggregate amount outstanding not to exceed exceed, at the sum time of any such Investment (and measured after giving effect to thereto), the greater of (x) $250,000,000 plus 25,000,000 and (y) $500,000,000 minus 10.0% of Consolidated EBITDA (as of the aggregate amount last day of purchases, redemptions, acquisitions, dividends and distributions the most recently ended four fiscal quarter period for which financial statements have been delivered pursuant to Section 7.7(d)(i5.03(b) or 5.03(c)); provided that immediately before and paymentsimmediately after giving effect to any such Investment, prepaymentsno Default shall have occurred and be continuing; (ix) [reserved]; and (x) Investments that comprise the assets of the Non-Qualified Deferred Compensation Plan. For the avoidance of doubt, redemptions none of (w) the sale of any Permitted Convertible Indebtedness, (x) the sale of or acquisitions entry into any Permitted Warrant Transaction, (y) the purchase of Debt pursuant to Section 7.9(a)(ii)(x) since the Closing Date, in each case, other than with the Available Amount plus or entry into any Permitted Bond Hedge Transaction or (z) the Available Amount minus the aggregate amount performance by any Loan Party of purchasesits obligations under any Permitted Convertible Indebtedness, redemptions, acquisitions, dividends and distributions pursuant to Section 7.7(d)(i) and payments, prepayments, redemptions any Permitted Warrant Transaction 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 after giving effect to such transaction any Permitted Bond Hedge Transaction (including the settlement or termination of any use Permitted Bond Hedge Transaction or Permitted Warrant Transaction) is prohibited by, or will constitute usage of cash with respect thereto) on a Pro Forma Basis)any of the baskets in, in an unlimited amount; provided that if the amount of all such Investments 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, such excess Investments shall not constitute an Event of Default 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)(ii5.02(f), that immediately prior to each such transaction and after giving effect thereto the aggregate amount of the Available Revolving Commitment is not less than $75,000,000.

Investments in Other Persons. Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, except: (ai) (A) equity Investments by the Borrower and its Subsidiaries in their Subsidiaries outstanding on the 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; (biv) Investments existing on the Closing Effective Date and described on Schedule 7.6 5.02(f) hereto; (cv) Investments by the Borrower in Swap Hedge Agreements permitted under Section 7.2(c5.02(b)(1); (dvi) Investments in accounts receivable in the ordinary course consisting of business or notes received in transactions intercompany Debt permitted by Sections 7.5(f) and (junder Section 5.02(b); (evii) the purchase or other acquisition of (1) Capital Stock all of the Equity Interests in any Person that, upon the consummation thereof, will be more than 50% wholly owned directly by the Borrower or one or more of its Wholly Owned Subsidiaries Loan Parties (including, without limitation, as a result of a merger or consolidation) and the purchase or (2) other acquisition by one or more Loan Parties of all or substantially all of the property and assets of a Person or consisting of a line of business or business unit of a any Person; provided that, with respect to each purchase or other acquisition made pursuant to this clause (e):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(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 permitted by Section 7.3substantially the same lines of business as one or more of the principal businesses of the Borrower and its Subsidiaries in the ordinary course; (BC) 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 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) all of 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 such cash payments exceeds the limitation covenants set forth in clause (i) of this clause (C) during any period during which the Leverage Ratio test in clause (ii) of this clause (C) is metSection 5.04, such excess cash payments shall not constitute an Event compliance to be determined on the basis of Default if audited financial statements of such Leverage Ratio test is not met in any subsequent Measurement Period;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 (DF) the Borrower shall have delivered to the Administrative Agent, on behalf of the LendersLender Parties, at least three five 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 (evii) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition 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 withacquisition; (fviii) 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 in Foreign Subsidiaries after the Closing Date pursuant to not otherwise permitted under this Section 7.6(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 (i5.02(f) in an aggregate amount outstanding not to exceed the sum of (x) $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 10,000,000; provided that immediately before and immediately after giving effect to any such transaction Investment, no Default shall have occurred and be continuing; and (including any use of cash with respect theretoix) on a Pro Forma Basis), in an unlimited amount; provided Investments that if comprise the amount of all such Investments 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, such excess Investments shall not constitute an Event of Default 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 after giving effect thereto the aggregate amount assets of the Available Revolving Commitment is not less than $75,000,000Non-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: (ai) Investments by the Borrower and its Subsidiaries in Cash Equivalents; (bii) Investments existing on the Closing Date and described on Schedule 7.6 4.01(b) hereto; (ciii) Investments by the Borrower in Swap Hedge Agreements permitted under Section 7.2(c5.02(b) (iii); (div) Investments in accounts receivable and notes payable in the ordinary course of business or business, including notes received in transactions permitted by Sections 7.5(f) and (junder Section 5.02(e)(vi); (ev) the purchase or other acquisition of (1) Capital Stock of Equity Interests in any Domestic Person that, upon the consummation thereof, will be more than 50% owned by the Borrower or one or more of its Wholly Owned wholly owned Subsidiaries (including, without limitation, as a result of a merger or consolidation) or (2) all or substantially all the property and assets of 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 (ev): (A) 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 permitted by Section 7.3substantially the same lines of business as one or more of the businesses of the Borrower and its Subsidiaries or a business that is incidental or related thereto; (B) 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 or such Subsidiary if the board of directors is otherwise approving such transaction and, in each other case, by a Responsible Officer); (C) the total cash consideration (excluding all Equity Interests issued or transferred to the sellers thereof but including the aggregate amounts paid or to be paid under deferred purchase price, noncompete, consulting and other similar agreements with the sellers thereof and all assumptions of debt, liabilities and other obligations in connection therewith) paid by or on behalf of the Borrower and its Subsidiaries for any such purchase or other acquisition (or any series of related purchases or acquisitions) shall not exceed $50,000,000 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 on a Pro Forma Basis with Section 7.12 and Section 7.16; (C) all of 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 such cash payments exceeds the limitation covenants set forth in clause (i) of this clause (C) during any period during which the Leverage Ratio test in clause (ii) of this clause (C) is metSection 5.04, such excess cash payments shall not constitute an Event compliance to be determined on the basis of Default if the Required Financial Information most recently delivered to the Administrative Agent and the Lender Parties as though such Leverage Ratio test is not met in any subsequent Measurement Period;purchase or other acquisition had been consummated as of the first day of the fiscal period covered thereby; and (DE) the Borrower shall have delivered to the Administrative Agent, on behalf of the LendersLender Parties, at least 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 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 (ev) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition 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 withacquisition; (fvi) Investments by the Borrower or any Subsidiary in 50% or less of the Capital Stock of 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 Capital Stock of Equity Interests in such Person, (ii) the aggregate outstanding amount of Minority Investments made by the Borrower and any Subsidiary shall not exceed $250,000,000 60,000,000 at any one time outstandingtime, (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 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 Capital Stock of Equity Interests in such Person, and (v) immediately before and after giving effect thereto, no Default or Event of Default shall exist; (gvii) notes from employees issued to the Borrower representing payment for Capital Stock capital stock of the Borrower or representing payment of the exercise price of options to purchase Capital Stock 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;10,000,000; and (hviii) 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 such Investments in any Nonnon-Guarantor Domestic Subsidiary wholly-owned Subsidiaries shall be made unless, after giving pro forma effect thereto, the Borrower and its Subsidiaries shall would be in compliance with Section 7.12 5.02(l) 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 in Foreign Subsidiaries after the Closing Date pursuant to this Section 7.6(h)(ii)(y) (under clause (A) below5.04(d), 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) $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 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 clause (i) of this Section during any period during which the Leverage Ratio test in clause (ii) 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; provided, further, in the case of each transaction under this Section 7.6(k)(ii), that immediately prior to each such transaction and after giving effect thereto the aggregate amount of the Available Revolving Commitment is not less than $75,000,000.

Investments in Other Persons. Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, except: (a) Investments by the Borrower and its Subsidiaries in Cash Equivalents; (b) Investments existing on the Closing Date and described on Schedule 7.6 hereto; (c) Investments by the Borrower in Swap Agreements permitted under Section 7.2(c); (d) Investments in accounts receivable in the ordinary course of business or notes received in transactions permitted by Sections 7.5(f) and (j); (e) the purchase or other acquisition of (1) Capital Stock of any Person that, upon the consummation thereof, will be more than 50% owned by the Borrower or one or more of its Wholly Owned Subsidiaries (including, without limitation, as a result of a merger or consolidation) or (2) all or substantially all the property and assets of 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 (e): (A) 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 permitted by Section 7.3; (B) (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 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 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 such cash payments exceeds the limitation set forth in clause (i) of this clause (C) during any period during which the Leverage Ratio test in clause (ii) of this clause (C) 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; (D) the Borrower shall have delivered to the Administrative Agent, on behalf of the Lenders, at least three Business Days prior to the date on which any such purchase or other acquisition 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 (e) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition 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; (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 $250,000,000 250,000,000350,000,000 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 $15,000,00015,000,00030,000,000; (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 in Foreign Subsidiaries after the Closing Date pursuant to this Section 7.6(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 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) $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 with(ii) in an aggregate amount outstanding not to exceed the Available Amount on the date of such Investment or (iiiiiii) 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), in an unlimited amount; provided that if the amount of all such Investments exceeds the limitation set forth in clause clauseclauses (i) and (ii) of this Section during any period during which the Leverage Ratio test in clause (iiiiiii) 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; provided, further, in the case of each transaction under this Section 7.6(k)(ii7.6(k)(iiiii), that immediately prior to each such transaction and after giving effect thereto the aggregate amount of the Available Revolving Commitment is not less than $75,000,00075,000,000.75,000,000; (l) Investments in connection with the Acquisition; and (m) Investments pursuant 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: (a) Investments by the Borrower and its Subsidiaries in Cash Equivalents; (b) Investments existing on (i) the Original Closing Date and described on Schedule 7.6 to the Original Credit Agreement and (ii) the Restatement Effective Date and described on Schedule 7.6 hereto; (c) Investments by the Borrower in Swap Agreements permitted under Section 7.2(c); (d) Investments in accounts receivable in the ordinary course of business or notes received in transactions permitted by Sections 7.5(f) and (j); (e) the purchase or other acquisition of (1) Capital Stock of any Domestic Person that, upon the consummation thereof, will be more than 50% owned by the Borrower or one or more of its Wholly Owned Subsidiaries (including, without limitation, as a result of a merger or consolidation) or (2) all or substantially all the property and assets of 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 (e): (A) 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 permitted by Section 7.3substantially the same lines of business as one or more of the businesses of the Borrower and its Subsidiaries or a business that is incidental or related thereto; (B) 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 of the Borrower or such Subsidiary if the Board of Directors is otherwise approving such transaction and, in each other case, by a Responsible Officer); (C) the total cash consideration (excluding all Capital Stock constituting, or the proceeds of, an Excluded Issuance issued or transferred to the sellers thereof but including the aggregate amounts paid or to be paid under deferred purchase price, noncompete, consulting and other similar agreements with the sellers thereof and all assumptions of debt, liabilities and other obligations in connection therewith) paid by or on behalf of the Borrower and its Subsidiaries for all such purchases or other acquisitions effected since the Original Closing Date (other than such purchases or other acquisitions 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(l), 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(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 on a Pro Forma Basis with Section 7.12 and all of the covenants set forth in Section 7.16, such compliance to be determined on the basis of 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; (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 such cash payments exceeds the limitation set forth in clause (i) of this clause (C) during any period during which the Leverage Ratio test in clause (ii) of this clause (C) 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; (DE) the Borrower shall have delivered to the Administrative Agent, on behalf of the Lenders, at least three Business Days prior to the date on which any such purchase or other acquisition 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 (e) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition and containing a copy of any existing financial statements of the business to be acquired in the Borrower’s possession; and (EF) Sections 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 $250,000,000 100,000,000 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 $15,000,00010,000,000; (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 such Investments in any Nonnon-Guarantor Domestic Subsidiary Subsidiaries shall be made unless, after giving pro forma effect thereto, the Borrower and its Subsidiaries shall would 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 in Foreign Subsidiaries after the Closing Date pursuant to this Section 7.6(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 Period7.16; (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(m)7.2(o) hereof, shall not exceed $150,000,000 100,000,000 at any time; (j) in addition to Investments otherwise permitted by this Section, Investments by the Borrower or any of its Subsidiaries in an aggregate amount not to exceed $100,000,000 at any time outstanding; (k) Investments arising as a result of Permitted Receivables Financings; and; (kl) Investments Growth Capital Expenditures; provided that the total cash consideration paid by or on behalf of the Borrower or any of and its Subsidiaries for all such expenditures effected since the Restatement Effective Date (i) in other than expenditures effected with the proceeds of an aggregate amount outstanding not to exceed the sum of (x) $250,000,000 plus (y) $500,000,000 minus the aggregate amount of purchases, redemptions, acquisitions, dividends and distributions Asset Sale pursuant to Section 7.7(d)(i7.5(j)) and paymentsshall not, prepayments, redemptions or acquisitions of Debt along with all Investments pursuant to Section 7.9(a)(ii)(x) since the Closing Date7.6(e)(C), in each case, other than with exceed $1,200,000,000 plus the Available Amount plus (z) Amount; provided that the Available Amount minus the aggregate amount annual total of purchasessuch cash consideration shall not, redemptions, acquisitions, dividends and distributions along with all Investments pursuant to Section 7.7(d)(i) and payments7.6(e)(C), prepayments, redemptions or acquisitions of Debt pursuant to Section 7.9(a)(ii)(x) since the Closing Date exceed $400,000,000 in any year; provided that Growth Capital Expenditures shall not be subject to the extent made with limitations set forth in the Available Amount or (ii) if two 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 3.50:1.00 (both before and after giving effect 3.5 to such transaction (including any use of cash with respect thereto) on a Pro Forma Basis), in an unlimited amount1.0; provided that if the amount of all such Investments Growth Capital Expenditures exceeds the limitation limitations otherwise set forth in clause (i) of this Section during any period during which the Leverage Ratio test in clause (ii) of this Section the immediately preceding proviso is met, such excess Investments amount of Growth Capital Expenditures shall not constitute an Event of Default if such Leverage Ratio test is not met in any subsequent Measurement Period; provided, further, in and (m) Investments made pursuant to the case of each transaction under this Section 7.6(k)(ii), that immediately prior to each such transaction and after giving effect thereto the aggregate amount of the Available Revolving Commitment is not less than $75,000,000Acquisition Documents.

Investments in Other Persons. Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, except: (ai) (A) equity Investments by the Borrower and its Subsidiaries in their Subsidiaries outstanding on the 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; (biv) Investments existing on the Closing Effective Date and described on Schedule 7.6 5.02(f) hereto; (cv) Investments by the Borrower in Swap Hedge Agreements permitted under Section 7.2(c5.02(b)(1); (dvi) Investments in accounts receivable in the ordinary course consisting of business or notes received in transactions intercompany Debt permitted by Sections 7.5(f) and (junder Section 5.02(b); (evii) the purchase or other acquisition of (1) Capital Stock all of the Equity Interests in any Person that, upon the consummation thereof, will be more than 50% wholly owned directly by the Borrower or one or more of its Wholly Owned Subsidiaries Loan Parties (including, without limitation, as a result of a merger or consolidation) and the purchase or (2) other acquisition by one or more Loan Parties of all or substantially all of the property and assets of a Person or consisting of a line of business or business unit of a any Person; provided that, with respect to each purchase or other acquisition made pursuant to this clause (e):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(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 permitted by Section 7.3substantially the same lines of business as one or more of the principal businesses of the Borrower and its Subsidiaries in the ordinary course; (BC) 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) all of 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 such cash payments exceeds the limitation covenants set forth in clause (i) of this clause (C) during any period during which the Leverage Ratio test in clause (ii) of this clause (C) is metSection 5.04, such excess cash payments shall not constitute an Event compliance to be determined on the basis of Default if audited financial statements of such Leverage Ratio test is not met in any subsequent Measurement Period;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 (DF) the Borrower shall have delivered to the Administrative Agent, on behalf of the LendersLender Parties, at least three five 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 (evii) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition 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 withacquisition; (fviii) 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 in Foreign Subsidiaries after the Closing Date pursuant to not otherwise permitted under this Section 7.6(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 (i5.02(f) in an aggregate amount outstanding not to exceed the sum of (x) $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 10,000,000; provided that immediately before and immediately after giving effect to any such transaction Investment, no Default shall have occurred and be continuing; and (including any use of cash with respect theretoix) on a Pro Forma Basis), in an unlimited amount; provided Investments that if comprise the amount of all such Investments 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, such excess Investments shall not constitute an Event of Default 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 after giving effect thereto the aggregate amount assets of the Available Revolving Commitment is not less than $75,000,000Non-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, exceptPerson other than: (ai) 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 Cash Equivalents; (biii) Investments existing on the Closing Date and described on Schedule 7.6 heretoconsisting of intercompany Debt permitted under Section 5.02(b)(ii)(A); (civ) Investments by the Borrower in Swap the Hedge Agreements permitted under Section 7.2(c5.02(b)(i)(B);; and (dv) after the High Yield Date, other Investments in accounts receivable in the ordinary course of business or notes received in transactions permitted by Sections 7.5(f) and an aggregate amount invested not to exceed at any time outstanding $1,000,000; provided that with respect to Investments made under this clause (j); (e) the purchase or other acquisition of v): (1) Capital Stock any newly acquired or created Subsidiary of any Person that, upon the consummation thereof, will be more than 50% owned by the Borrower or one or more any of its Wholly Owned Subsidiaries (including, without limitation, as a result of a merger or consolidation) or (2) all or substantially all the property and assets of 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 (e): (A) 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 permitted by Section 7.3; (B) (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 compliance on a Pro Forma Basis with Section 7.12 and Section 7.16; wholly-owned Subsidiary thereof; (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 such cash payments exceeds the limitation set forth in clause (i) of this clause (C) during any period during which the Leverage Ratio test in clause (ii) of this clause (C) 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; (D) the Borrower shall have delivered to the Administrative Agent, on behalf of the Lenders, at least three Business Days prior to the date on which any such purchase or other acquisition 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 (e) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition 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; (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 $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 (v2) immediately before and after giving effect thereto, no Default shall exist; have occurred and be continuing or would result therefrom; (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 (i3) any Subsidiary of the Borrower business acquired or invested in the Borrower and pursuant to this clause (iiv) 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 same line of Investments by business as the Borrower and its Subsidiaries in Foreign Subsidiaries after the Closing Date pursuant to this Section 7.6(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 business 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) $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 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 clause (i) of this Section during any period during which the Leverage Ratio test in clause (ii) 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; provided, further, in the case of each transaction under this Section 7.6(k)(ii), that immediately prior to each such transaction and after giving effect thereto the aggregate amount of the Available Revolving Commitment is not less than $75,000,000Subsidiaries.

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 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; (biv) Investments existing on the Closing Effective Date and described on Schedule 7.6 5.02(f) hereto; (cv) Investments by the Borrower in Swap Hedge Agreements permitted under Section 7.2(c5.02(b)(1); (dvi) Investments in accounts receivable in the ordinary course consisting of business or notes received in transactions intercompany Debt permitted by Sections 7.5(f) and (junder Section 5.02(b); (evii) subsequent to the end of the Covenant Relief Period, the purchase or other acquisition of (1) Capital Stock all of the Equity Interests in any Person that, upon the consummation thereof, will be more than 50% wholly owned directly by the Borrower or one or more of its Wholly Owned Subsidiaries Loan Parties (including, without limitation, as a result of a merger or consolidation) and the purchase or (2) other acquisition by one or more Loan Parties of all or substantially all of the property and assets of a Person or consisting of a line of business or business unit of a any Person; provided that, with respect to each purchase or other acquisition made pursuant to this clause (e):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(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 permitted by Section 7.3substantially the same lines of business as one or more of the principal businesses of the Borrower and its Subsidiaries in the ordinary course; (BC) 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 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) all of 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 such cash payments exceeds the limitation covenants set forth in clause (i) of this clause (C) during any period during which the Leverage Ratio test in clause (ii) of this clause (C) is metSection 5.04, such excess cash payments shall not constitute an Event compliance to be determined on the basis of Default if audited financial statements of such Leverage Ratio test is not met in any subsequent Measurement Period;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 (DF) the Borrower shall have delivered to the Administrative Agent, on behalf of the LendersLender Parties, at least three five 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 (evii) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition 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 withacquisition; (fviii) Investments by the Borrower or any Subsidiary and its Subsidiaries not otherwise permitted under this Section 5.02(f) in 50% or less of the Capital Stock of another Person (the “Minority Investment”)an aggregate amount not to exceed $84,000,000; 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 immediately after giving effect theretoto any such Investment, no Default shall existhave occurred and be continuing; provided, further, that no Investments shall be made pursuant to this clause (viii) during the Covenant Relief Period; (gix) notes from employees issued to (A) the Borrower representing payment for Capital Stock Punch Bowl Investment on or about the First Amendment Closing Date and (B) after (or substantially concurrent with) the consummation of the Borrower Punch Bowl Investment on the First Amendment Closing Date, additional Investments in Punch Bowl or representing payment the purchase of the exercise price of options to purchase Capital Stock of the Borrower, and employee relocation expenses incurred in the ordinary course of businessexisting Punch Bowl debt, in an aggregate amount at any time outstanding not to exceed $15,000,000; 41,000,000 during the term of this Agreement, so long as (h) Investments by (i) any Subsidiary of the Borrower in the Borrower case of both clause (A) and clause (iiB)) the Borrower or (1) immediately after giving effect to any such Investment and any related incurrence of its Subsidiaries in any Subsidiary of the Borrower; provided that Indebtedness, (x) no Investment in any Non-Guarantor Domestic Subsidiary the Consolidated Total Leverage Ratio shall be made unlessat least 0.25:1.00 less than the ratio required to be maintained at such time by Section 5.04(a), after giving such compliance to be determined on a pro forma effect theretobasis 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 7.12 5.04, such compliance to be determined on a pro forma basis as though such Investment (and Section 7.16 and any related incurrence of Indebtedness) had been consummated as of the first day of the fiscal period covered thereby, (y2) no Investment in any Foreign Subsidiary shall be made unless the aggregate amount of Investments by the Borrower and its Subsidiaries in Foreign Subsidiaries after the Closing Date pursuant to this Section 7.6(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 immediately before and immediately after giving effect to any such transaction Investment and any related incurrence of Indebtedness, no Default shall have occurred and be continuing and (including any use 3) the Borrower shall have delivered to the Administrative Agent, on behalf of cash with respect thereto) on the Lender Parties, a Pro Forma Basis)certificate of a Responsible Officer, an unlimited amount; provided in form and substance reasonably satisfactory to the Administrative Agent, certifying that if all of the amount of all such cash payments exceeds the limitation requirements set forth in clause (x) of this clause (iiix) during any period during which have been satisfied or will be satisfied on or prior to the Leverage Ratio test in clause (y)(B) consummation of such Investment; provided, that no Investments shall be made pursuant to this clause (iiix) 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 during the Covenant Relief 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 (kx) Investments by that comprise 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) $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 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 clause (i) of this Section during any period during which the Leverage Ratio test in clause (ii) 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; provided, further, in the case of each transaction under this Section 7.6(k)(ii), that immediately prior to each such transaction and after giving effect thereto the aggregate amount assets of the Available Revolving Commitment is not less than $75,000,000Non-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 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; (biv) Investments existing on the Closing Effective Date and described on Schedule 7.6 4.01(z) hereto; (cv) Investments by the Borrower in Swap Hedge Agreements permitted under Section 7.2(c5.02(b)(i); (dvi) Investments in accounts receivable in the ordinary course consisting of business or notes received in transactions intercompany Debt permitted by Sections 7.5(f) and (junder Section 5.02(b); (evii) the purchase or other acquisition of (1) Capital Stock all of the Equity Interests in any Person that, upon the consummation thereof, will be more than 50% wholly owned directly by the Borrower or one or more of its Wholly Owned Subsidiaries Loan Parties (including, without limitation, as a result of a merger or consolidation) and the purchase or (2) other acquisition by one or more Loan Parties of all or substantially all of the property and assets of a Person or consisting of a line of business or business unit of a any Person; provided that, with respect to each purchase or other acquisition made pursuant to this clause (e):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(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 permitted by Section 7.3substantially the same lines of business as one or more of the principal businesses of the Borrower and its Subsidiaries in the ordinary course; (BC) 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) all of 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 such cash payments exceeds the limitation covenants set forth in clause (i) of this clause (C) during any period during which the Leverage Ratio test in clause (ii) of this clause (C) is metSection 5.04, such excess cash payments shall not constitute an Event compliance to be determined on the basis of Default if audited financial statements of such Leverage Ratio test is not met in any subsequent Measurement Period;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 (DF) the Borrower shall have delivered to the Administrative Agent, on behalf of the LendersLender Parties, at least three five 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 (evii) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition 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 withacquisition; (fviii) 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 in Foreign Subsidiaries after the Closing Date pursuant to not otherwise permitted under this Section 7.6(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 (i5.02(f) in an aggregate amount outstanding not to exceed the sum of (x) $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 10,000,000; provided that immediately before and immediately after giving effect to any such transaction Investment, no Default shall have occurred and be continuing; and (including any use of cash with respect theretoix) on a Pro Forma Basis), in an unlimited amount; provided Investments that if comprise the amount of all such Investments 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, such excess Investments shall not constitute an Event of Default 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 after giving effect thereto the aggregate amount assets of the Available Revolving Commitment is not less than $75,000,000Non-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: (ai) (A) Investments by members of the Consolidated Group in their Subsidiaries existing as of the date hereof, (B) Investments by members of the Consolidated Group in and to Domestic Loan Parties (other than the Parent), (C) Investments in HMO 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 Consolidated Group as presently conducted in an aggregate principal amount not to exceed $1,000,000 at any time outstanding; (iii) Investments by the Borrower and its Subsidiaries Loan Parties in Cash Equivalents; (biv) Investments existing on the Closing Date date hereof and described on Schedule 7.6 4.01(v) hereto; (cv) Investments by the Borrower in Swap Hedge Agreements permitted under Section 7.2(c5.02(b)(i)(A); (dvi) Investments in accounts receivable in the ordinary course consisting of business intercompany Debt permitted under Section 5.02(b)(i)(B) or notes received in transactions permitted by Sections 7.5(f) and (j5.02(b)(ii); (evii) Acquisitions (A) described on Schedule 5.02(f) hereto or (B) to which the purchase Required Lenders have consented in writing in advance of such Acquisition; and (viii) Acquisitions by any Loan Party of either the majority of the stock of or other acquisition any of (1) Capital Stock the assets of any Person that, upon the consummation thereof, will be more than 50% owned by the Borrower or one or more of its Wholly Owned Subsidiaries (including, without limitation, as a result of a merger or consolidation) or (2) all or substantially all the property and assets of a Person or consisting of a line of business or business unit of a other Person; provided that, with respect to each purchase or other acquisition Investments made pursuant to under this clause (e): viii): (A) not less than 30 Business Days prior to making any Permitted Acquisition, the lines Borrower shall submit to each of the Lender Parties the following information: (1) a copy of the 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 type of operations, key management and HMO assets of such Person, if any, (3) if available, historical financial statements of such Person for the prior two years and the most recent interim financial statements of such Person, and (4) consolidated financial statements and projections for both the Consolidated Group giving Pro Forma Effect to the Debt associated with the 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 5.04 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 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 (acquired is in the HMO Business or healthcare related business and is located in the property and assets United States of which are to be) so purchased or otherwise acquired shall be permitted by Section 7.3; (B) (1) immediately before and immediately after giving pro forma effect to any such purchase or other acquisitionAmerica, 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 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 such cash payments exceeds the limitation set forth in clause (i) of this clause (C) during any period during which the Leverage Ratio test in clause (ii) of this clause (C) 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; (D) no Default has occurred and is continuing, or would otherwise occur as a result of or in connection with the Borrower shall have delivered to the Administrative AgentPermitted Acquisition, on behalf of the Lenders, at least 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 (e) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition 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 the provisions of Section 5.01(j) shall be complied with in connection with the Permitted Acquisition, 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 (iF) the Borrower or any Subsidiary owns at least 20% (on a fully diluted basis) of the issued and outstanding Capital Stock of Permitted Acquisition Price for each such Person, (ii) the aggregate outstanding amount of Minority Investments made by the Borrower and any Subsidiary Acquisition 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 in Foreign Subsidiaries after the Closing Date pursuant to this Section 7.6(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) $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 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 clause (i) of this Section during any period during which the Leverage Ratio test in clause (ii) 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; provided, further, in the case of each transaction under this Section 7.6(k)(ii), that immediately prior to each such transaction and after giving effect thereto the aggregate amount of the Available Revolving Commitment is not less than $75,000,00025,000,000.

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 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 Sxxxxxxx-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; (biv) Investments existing on the Closing Effective Date and described on Schedule 7.6 5.02(f) hereto; (cv) Investments by the Borrower in Swap Hedge Agreements permitted under Section 7.2(c5.02(b)(1); (dvi) Investments in accounts receivable in the ordinary course consisting of business or notes received in transactions intercompany Debt permitted by Sections 7.5(f) and (junder Section 5.02(b); (evii) the purchase or other acquisition of (1) Capital Stock all of the Equity Interests in any Person that, upon the consummation thereof, will be more than 50% wholly owned directly by the Borrower or one or more of its Wholly Owned Subsidiaries Loan Parties (including, without limitation, as a result of a merger or consolidation) and the purchase or (2) other acquisition by one or more Loan Parties of all or substantially all of the property and assets of a Person or consisting of a line of business or business unit of a any Person; provided that, with respect to each purchase or other acquisition made pursuant to this clause (e):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(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 permitted by Section 7.3substantially the same lines of business as one or more of the principal businesses of the Borrower and its Subsidiaries in the ordinary course; (BC) 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 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) all of 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 such cash payments exceeds the limitation covenants set forth in clause (i) of this clause (C) during any period during which the Leverage Ratio test in clause (ii) of this clause (C) is metSection 5.04, such excess cash payments shall not constitute an Event compliance to be determined on the basis of Default if audited financial statements of such Leverage Ratio test is not met in any subsequent Measurement Period;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 (DF) the Borrower shall have delivered to the Administrative Agent, on behalf of the LendersLender Parties, at least three five 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 (evii) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition 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 withacquisition; (fviii) Investments by the Borrower or any Subsidiary and its Subsidiaries not otherwise permitted under this Section 5.02(f) in 50% or less of the Capital Stock of another Person (the “Minority Investment”)an aggregate amount not to exceed $84,000,000; 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 immediately after giving effect theretoto any such Investment, no Default shall existhave occurred and be continuing; (gix) notes from employees issued to (A) the Borrower representing payment for Capital Stock Punch Bowl Investment on or about the First Amendment Closing Date and (B) after (or substantially concurrent with) the consummation of the Borrower Punch Bowl Investment on the First Amendment Closing Date, additional Investments in Punch Bowl or representing payment the purchase of the exercise price of options to purchase Capital Stock of the Borrower, and employee relocation expenses incurred in the ordinary course of businessexisting Punch Bowl debt, in an aggregate amount at any time outstanding not to exceed $15,000,000; 41,000,000 during the term of this Agreement, so long as (h) Investments by (i) any Subsidiary of the Borrower in the Borrower case of both clause (A) and clause (iiB)) the Borrower or (1) immediately after giving effect to any such Investment and any related incurrence of its Subsidiaries in any Subsidiary of the Borrower; provided that Debt, (x) no Investment in any Non-Guarantor Domestic Subsidiary the Consolidated Total Leverage Ratio shall be made unlessat least 0.25:1.00 less than the ratio required to be maintained at such time by Section 5.04(a), after giving such compliance to be determined on a pro forma effect theretobasis 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 7.12 5.04, such compliance to be determined on a pro forma basis as though such Investment (and Section 7.16 and any related incurrence of Debt) had been consummated as of the first day of the fiscal period covered thereby, (y2) no Investment in any Foreign Subsidiary shall be made unless the aggregate amount of Investments by the Borrower and its Subsidiaries in Foreign Subsidiaries after the Closing Date pursuant to this Section 7.6(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 immediately before and immediately after giving effect to any such transaction Investment and any related incurrence of Debt, no Default shall have occurred and be continuing and (including any use 3) the Borrower shall have delivered to the Administrative Agent, on behalf of cash with respect thereto) on the Lender Parties, a Pro Forma Basis)certificate of a Responsible Officer, an unlimited amount; provided in form and substance reasonably satisfactory to the Administrative Agent, certifying that if all of the amount of all such cash payments exceeds the limitation requirements set forth in clause (x) of this clause (iiix) during any period during which have been satisfied or will be satisfied on or prior to the Leverage Ratio test in clause (y)(B) consummation 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 FinancingsInvestment; and (kx) Investments by that comprise the Borrower or assets of the Non-Qualified Deferred Compensation Plan. For the avoidance of doubt, none of (w) the sale of any of its Subsidiaries (i) in an aggregate amount outstanding not to exceed the sum of Permitted Convertible Indebtedness, (x) $250,000,000 plus the sale of or entry into any Permitted Warrant Transaction, (y) $500,000,000 minus the aggregate amount purchase 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 entry into any Permitted Bond Hedge Transaction or (z) the Available Amount minus the aggregate amount performance by any Loan Party of purchasesits obligations under any Permitted Convertible Indebtedness, redemptions, acquisitions, dividends and distributions pursuant to Section 7.7(d)(i) and payments, prepayments, redemptions any Permitted Warrant Transaction 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 after giving effect to such transaction any Permitted Bond Hedge Transaction (including the settlement or termination of any use Permitted Bond Hedge Transaction or Permitted Warrant Transaction) is prohibited by, or will constitute usage of cash with respect thereto) on a Pro Forma Basis)any of the baskets in, in an unlimited amount; provided that if the amount of all such Investments 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, such excess Investments shall not constitute an Event of Default 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)(ii5.02(f), that immediately prior to each such transaction and after giving effect thereto the aggregate amount of the Available Revolving Commitment is not less than $75,000,000.

Investments in Other Persons. Make or hold, or permit any of its Restricted Subsidiaries to make or hold, any Investment in any Person, except: (a) Investments by the Borrower and its Restricted Subsidiaries in Cash Equivalents; (b) Investments existing on the Closing Date and described on Schedule 7.6 hereto; (c) Investments by the Borrower in Swap Agreements permitted under Section 7.2(c); (d) Investments in accounts receivable in the ordinary course of business or notes received in transactions permitted by Sections 7.5(f) and (j); (e) the purchase or other acquisition of (1) Capital Stock of any Person that, upon the consummation thereof, will be more than 50% owned by the Borrower or one or more of its Wholly Owned Subsidiaries (including, without limitation, as a result of a merger or consolidation) or (2) all or substantially all the property and assets of 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 (e): (A) 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 permitted by Section 7.3; (B) (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 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 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) $1,000,000,000 2,000,000,000 or (ii) if the Leverage Ratio for the most recent Measurement Period is less than 3.50:1.00 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 such cash payments exceeds the limitation set forth in clause (i) of this clause (C) during any period during which the Leverage Ratio test in clause (ii) of this clause (C) 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; (D) the Borrower shall have delivered to the Administrative Agent, on behalf of the Lenders, at least three Business Days prior to the date on which any such purchase or other acquisition 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 (e) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition and containing a copy of any existing financial statements of the business to be acquired in the Borrower’s possession; and (ED) 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 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 Restricted Subsidiary shall not exceed $250,000,000 350,000,000 at any one time outstanding, (iiiii) 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 Restricted 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 Restricted Subsidiary is the largest holder of Capital Stock of such Person, and (viii) immediately before and after giving effect thereto, no Default shall exist; (g) notes from loans or advances to officers, directors, managers, partners and employees issued to of the Borrower representing 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 employee customary business-related travel, entertainment, relocation expenses incurred and analogous ordinary business purposes, and (iii) for purposes not described in the ordinary course of businessforegoing clauses (i) and (ii), in an aggregate amount outstanding at any the time outstanding made not to exceed $15,000,00030,000,000; (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 7.12 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 Restricted Subsidiaries in Foreign Subsidiaries after the Closing Date pursuant to this Section 7.6(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 2,000,000,000 or (B) if the Leverage Ratio for the most recent Measurement Period is less than 3.50:1.00 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; and; (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) $500,000,000 750,000,000 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 each case, other than with an aggregate amount not to exceed the Available Amount plus (z) on the Available Amount minus the aggregate amount date 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 such Investment or (iiiii) if the Leverage Ratio for the most recent Measurement Period is less than 3.50:1.00 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), in an unlimited amount; provided that if the amount of all such Investments exceeds the limitation set forth in clause clauses (i) and (ii) of this Section during any period during which the Leverage Ratio test in clause (iiiii) 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; provided, further, ; (l) guarantees by the Borrower of any operating lease (other than any Financing Lease Obligation) of any joint venture entered into in the case ordinary course of each transaction under this Section 7.6(k)(ii)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, that immediately prior after the Closing Date, are redesignated by the Borrower to each be Restricted Subsidiaries, calculated as of the date of such transaction redesignation) not to exceed for all Unrestricted Subsidiaries, at the time such Investment is made and after giving effect thereto to such Investment, shall 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 after giving effect to such transaction (including any use of cash with respect thereto) on a Pro Forma Basis), an unlimited amount; and (i) Investments by the 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 Available Revolving Commitment is related 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 less than $75,000,000be 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).