Common use of Investments, Loans, Advances and Acquisitions Clause in Contracts

Investments, Loans, Advances and Acquisitions. The Borrower will not, and will not permit any Restricted Subsidiary to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Subsidiary prior to such merger) any Equity Interests, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, make or permit to exist any investment (including by way of Guarantees) or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (whether through purchase of assets, merger or otherwise), except: (a) investments in cash and Cash Equivalents; (b) investments in existence on the Closing Date and described in Schedule 8.04 and amendments, extensions and renewals thereof that do not increase the amount thereof and investments reflected on Schedule 6.01; (c) operating deposit accounts with depository institutions and other ordinary course cash management; (d) investments received in connection with a disposition permitted under Section 8.05(h) or (i); (e) purchases of inventory and other assets to be sold or used in the ordinary course of business; (f) investments by (i) any Loan Party in any Loan Party, (ii) any Restricted Subsidiary that is not a Loan Party in the Borrower or any other Restricted Subsidiary and (iii) any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that the aggregate principal amount of investments outstanding pursuant to this clause (iii) shall not exceed the greater of $150,000,000 and 7.0% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstanding; (g) loans and advances to employees in the ordinary course of business not exceeding $10,000,000 in the aggregate; (h) investments in the form of Swap Contracts permitted by Section 8.01(h); (i) deposits to secure bids, tenders, utilities, vendors, leases, licenses, statutory obligations, surety and appeal bonds, performance bonds and other deposits of like nature arising in the ordinary course of business; (j) investments by any Receivables Financing SPC, the Borrower or any Restricted Subsidiary in a Receivables Financing SPC in each case made in connection with a Permitted Receivables Financing, and loans permitted by the applicable Permitted Receivables Financing that are made by the Borrower or a Restricted Subsidiary to a Receivables Financing SPC or by a Receivables Financing SPC to the Borrower or a Restricted Subsidiary in connection therewith; (k) the Farm Credit Equities and any other stock or securities of, or investments in, a Farm Credit Lender or its investment services or programs; (l) investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors or other disputes with customers or suppliers and investments consisting of the prepayment of suppliers and service providers on customary terms in the ordinary course of business; (m) Guarantees of Indebtedness permitted by Section 8.01 and of other obligations otherwise permitted hereunder; (n) investments in prepaid expenses, utility and workers’ compensation, performance and other similar deposits, each as entered into in the ordinary course of business; (o) investments consisting of the licensing, sublicensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons; (p) investments to the extent made with (i) Qualified Equity Interests of the Borrower or (ii) the cash proceeds of any Equity Issuance by the Borrower so long as such investment is consummated within 90 days of such Equity Issuance (provided that such cash proceeds shall not be included in the Available Amount); (q) additional investments in an aggregate amount not to exceed the greater of $250,000,000 and 11.5% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstanding; (r) the Transactions and Permitted Acquisitions; (s) other investments so long as, on a Pro Forma Basis immediately after the making of any such investment, the Consolidated Net Leverage Ratio does not exceed 3.75 to 1.00; (t) subject to the absence of any continuing Event of Default and compliance by the Borrower on a Pro Forma Basis with the covenants set forth in Section 8.11 (each in accordance with Section 1.10, if applicable), investments from the Available Amount; and (u) investments made during a Collateral Suspension Period. For purposes of covenant compliance, the amount of any investment shall be the amount actually invested (with respect to any investment made other than in the form of cash or Cash Equivalents, valued at the fair market value thereof (as reasonably determined by the Borrower in good faith) at the time of the making thereof), without adjustment for subsequent increases or decreases in the value of such investment, less any amount repaid, returned, distributed or otherwise received in respect of any investment, in each case, in cash, and the amount of any investment constituting a Guarantee shall be determined as stated in the definition of “Guarantee.” Any investment in any Person other than a Loan Party that is otherwise permitted by this Section 8.04 may be made through intermediate investments in Restricted Subsidiaries that are not Loan Parties and such intermediate investments shall be disregarded for purposes of determining the outstanding amount of investments pursuant to any clause set forth above. For purposes of determining compliance with this Section 8.04, if an investment meets, in whole or in part, the criteria of one or more of the categories of investments (or any portion thereof) permitted in this Section 8.04, the Borrower may, in its sole discretion, classify or divide such investment (or any portion thereof) in any manner that complies with this Section 8.04 and will be entitled to only include the amount and type of such investment (or any portion thereof) in one of the above clauses and such investment will be treated as being incurred pursuant to only such clause or clauses (or any portion thereof).

Investments, Loans, Advances and Acquisitions. The Borrower will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Subsidiary prior to such merger) any Equity Interestscapital stock, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, or make or permit to exist any investment (including by way of Guarantees) or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (whether through purchase of assetsunit, merger not including receivables, deposits or otherwise)prepaid items, except: (a) investments in cash and Cash EquivalentsPermitted Investments; (b) investments in existence on the Closing Date capital stock of new or existing Subsidiaries and described in Schedule 8.04 and amendments, extensions and renewals thereof that do not increase intercompany loans between or among the amount thereof and investments reflected on Schedule 6.01Borrower and/or its Subsidiaries; (c) operating deposit accounts with depository institutions investments in Unconsolidated Affiliates (valued at an amount equal to the Value of each Unconsolidated Affiliate’s Real Property multiplied by the Equity Percentage for that Unconsolidated Affiliate), and in other ordinary course cash managementreal estate investment trusts (at market value); (d) investments received in connection with a disposition permitted under Section 8.05(h) loans, advances and extensions of credit to Affiliates of the Borrower that are Mortgage Notes or (i)are used to purchase TIF obligations; (e) purchases loans, advances and extensions of inventory and other assets to be sold credit that are not included in clause (d); (f) undeveloped land; (g) Real Property; (h) capital stock, obligations or used securities received in settlement of debts (created in the ordinary course of business; (f) investments by (i) any Loan Party in any Loan Party, (ii) any Restricted Subsidiary that is not a Loan Party in owing to the Borrower or any other Restricted Subsidiary and (iii) any Loan Party in any Restricted Subsidiary that is not a Loan PartySubsidiary; provided that the aggregate principal amount of investments outstanding pursuant to this clause (iii) shall not exceed the greater of $150,000,000 and 7.0% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstanding; (g) loans and advances to employees in the ordinary course of business not exceeding $10,000,000 in the aggregate; (h) investments in the form of Swap Contracts permitted by Section 8.01(h);and (i) deposits to secure bidsmergers, tenders, utilities, vendors, leases, licenses, statutory obligations, surety and appeal bonds, performance bonds consolidations and other deposits of like nature arising in the ordinary course of business; (j) investments by any Receivables Financing SPCtransactions permitted under Section 6.02, the Borrower or any Restricted Subsidiary in a Receivables Financing SPC in each case made in connection with a Permitted Receivables Financing, and loans permitted by the applicable Permitted Receivables Financing that are made by the Borrower or a Restricted Subsidiary to a Receivables Financing SPC or by a Receivables Financing SPC to the Borrower or a Restricted Subsidiary in connection therewith; (k) the Farm Credit Equities and any other stock or securities of, or investments in, a Farm Credit Lender or its investment services or programs; (l) investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors or other disputes with customers or suppliers and investments consisting of the prepayment of suppliers and service providers on customary terms in the ordinary course of business; (m) Guarantees of Indebtedness permitted by Section 8.01 and of other obligations otherwise permitted hereunder; (n) investments in prepaid expenses, utility and workers’ compensation, performance and other similar deposits, each as entered into in the ordinary course of business; (o) investments consisting of the licensing, sublicensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons; (p) investments to the extent made with (i) Qualified Equity Interests of the Borrower or (ii) the cash proceeds of any Equity Issuance by the Borrower so long as such investment is consummated within 90 days of such Equity Issuance (provided that such cash proceeds shall same do not be included in the Available Amount); (q) additional investments in an aggregate amount not to exceed the greater of $250,000,000 and 11.5% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of cause the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstanding; (r) the Transactions and Permitted Acquisitions; (s) other investments so long as, on a Pro Forma Basis immediately after the making be in violation of any such investment, the Consolidated Net Leverage Ratio does not exceed 3.75 to 1.00; (t) subject to the absence provision of any continuing Event of Default and compliance by the Borrower on a Pro Forma Basis with the covenants set forth in Section 8.11 (each in accordance with Section 1.10, if applicable), investments from the Available Amount; and (u) investments made during a Collateral Suspension Period. For purposes of covenant compliance, the amount of any investment shall be the amount actually invested (with respect to any investment made other than in the form of cash or Cash Equivalents, valued at the fair market value thereof (as reasonably determined by the Borrower in good faith) at the time of the making thereof), without adjustment for subsequent increases or decreases in the value of such investment, less any amount repaid, returned, distributed or otherwise received in respect of any investment, in each case, in cash, and the amount of any investment constituting a Guarantee shall be determined as stated in the definition of “Guarantee.” Any investment in any Person other than a Loan Party that is otherwise permitted by this Section 8.04 6.03. The loans and investments described above may be made purchased or acquired, directly or indirectly, through intermediate investments in Restricted Subsidiaries that are not Loan Parties and such intermediate investments shall be disregarded for purposes of determining the outstanding amount of investments pursuant to any clause set forth above. For purposes of determining compliance with this Section 8.04partnerships, if an investment meetsjoint ventures, in whole or in part, the criteria of one or more of the categories of investments (or any portion thereof) permitted in this Section 8.04, the Borrower may, in its sole discretion, classify or divide such investment (or any portion thereof) in any manner that complies with this Section 8.04 and will be entitled to only include the amount and type of such investment (or any portion thereof) in one of the above clauses and such investment will be treated as being incurred pursuant to only such clause or clauses (or any portion thereof)otherwise.

Investments, Loans, Advances and Acquisitions. The Borrower Parent will not, not and will not permit any Restricted Subsidiary of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Subsidiary prior to such merger) any Equity Interestscapital stock, evidences of indebtedness (subject to Section 6.09 below) or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, or make or permit to exist any investment (including by way of Guarantees) or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (whether through purchase of assets, merger or otherwise)unit, except: (a) investments in cash and Cash EquivalentsPermitted Investments; (b) investments directly or indirectly in existence on Real Property operated primarily as self-storage facilities, including, for the Closing Date and described in Schedule 8.04 and amendmentsavoidance of doubt, extensions and renewals thereof that do not increase any merger (subject to the amount thereof and investments reflected on Schedule 6.01provisions of Section 6.02) or similar transaction, by which the Parent or the Borrower acquire, directly or indirectly, self-storage facilities; (c) operating deposit accounts with depository institutions and other ordinary course cash managementinvestments directly or indirectly in unimproved land not to exceed five percent (5%) of the Total Asset Value; (d) investments received directly or indirectly in connection with a disposition permitted under Section 8.05(hconstruction and development projects not to exceed ten percent (10%) or (i)of the Applicable Value; (e) purchases investments constituting mortgage loans on real estate (directly or indirectly) which are primarily self-storage facilities not to exceed five percent (5%) of inventory and other assets to be sold or used in the ordinary course of business;Applicable Value; and (f) investments by (i) any Loan Party in purchase or acquisition, directly or indirectly, of any Loan Partysuch capital stock, (ii) any Restricted Subsidiary that evidence of indebtedness, or other securities of, or other investment in, a Person which is not a Loan Party in wholly owned Subsidiary of the Borrower Borrower, or any assets of any other Restricted Subsidiary Person constituting a business unit, and any loan or advance to any other Person where the amount of such loan or advance or the value of such purchase or acquisition does not exceed fifteen percent (iii15%) any Loan Party in any Restricted Subsidiary that is not a Loan Party; of the Applicable Value immediately before such loan, advance, purchase or acquisition. provided that the aggregate principal amount value of the investments outstanding pursuant to this clause described in Subsections (iiic) through (f) above shall not exceed the greater of $150,000,000 and 7.0% of Consolidated Total Assets twenty five percent (as shown on or determined in accordance with the most recent financial statements 25%) of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date Applicable Value; any breach of the making thereof) at any time outstanding; (g) loans and advances to employees in the ordinary course of business not exceeding $10,000,000 in the aggregate; (h) investments in the form of Swap Contracts permitted by Section 8.01(h); (i) deposits to secure bids, tenders, utilities, vendors, leases, licenses, statutory obligations, surety and appeal bonds, performance bonds and other deposits of like nature arising in the ordinary course of business; (j) investments by any Receivables Financing SPC, the Borrower or any Restricted Subsidiary in a Receivables Financing SPC in each case made in connection with a Permitted Receivables Financing, and loans permitted by the applicable Permitted Receivables Financing that are made by the Borrower or a Restricted Subsidiary to a Receivables Financing SPC or by a Receivables Financing SPC to the Borrower or a Restricted Subsidiary in connection therewith; (k) the Farm Credit Equities and any other stock or securities of, or investments in, a Farm Credit Lender or its investment services or programs; (l) investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors or other disputes with customers or suppliers and investments consisting of the prepayment of suppliers and service providers on customary terms in the ordinary course of business; (m) Guarantees of Indebtedness permitted by Section 8.01 and of other obligations otherwise permitted hereunder; (n) investments in prepaid expenses, utility and workers’ compensation, performance and other similar deposits, each as entered into in the ordinary course of business; (o) investments consisting of the licensing, sublicensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons; (p) investments to the extent made with (i) Qualified Equity Interests of the Borrower or (ii) the cash proceeds of any Equity Issuance by the Borrower so long as such investment is consummated within 90 days of such Equity Issuance (provided that such cash proceeds restriction set forth above shall not be included in the Available Amount); (q) additional investments in constitute an aggregate amount not to exceed the greater of $250,000,000 and 11.5% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstanding; (r) the Transactions and Permitted Acquisitions; (s) other investments so long as, on a Pro Forma Basis immediately after the making of any such investment, the Consolidated Net Leverage Ratio does not exceed 3.75 to 1.00; (t) subject to the absence of any continuing Event of Default and compliance by the Borrower on a Pro Forma Basis with the covenants set forth in Section 8.11 (each in accordance with Section 1.10hereunder, if applicable), investments from the Available Amount; and (u) investments made during a Collateral Suspension Period. For purposes of covenant compliance, the amount of any investment but shall be the amount actually invested (with respect to any investment made other than result in the form of cash or Cash Equivalents, valued at the fair market value thereof (as reasonably determined by the Borrower in good faith) at the time of the making thereof), without adjustment for subsequent increases or decreases in the value exclusion of such investment, less any amount repaid, returned, distributed or otherwise received in respect of any investment, in each case, in cash, and the amount of any investment constituting a Guarantee shall be determined as stated in the definition of “GuaranteeExcess Amount when calculating Applicable Value.” Any investment in any Person other than a Loan Party that is otherwise permitted by this Section 8.04 may be made through intermediate investments in Restricted Subsidiaries that are not Loan Parties and such intermediate investments shall be disregarded for purposes of determining the outstanding amount of investments pursuant to any clause set forth above. For purposes of determining compliance with this Section 8.04, if an investment meets, in whole or in part, the criteria of one or more of the categories of investments (or any portion thereof) permitted in this Section 8.04, the Borrower may, in its sole discretion, classify or divide such investment (or any portion thereof) in any manner that complies with this Section 8.04 and will be entitled to only include the amount and type of such investment (or any portion thereof) in one of the above clauses and such investment will be treated as being incurred pursuant to only such clause or clauses (or any portion thereof).

Investments, Loans, Advances and Acquisitions. The Borrower will not, and will not permit any Restricted Subsidiary of the Subsidiaries to, purchasemake, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly wholly-owned Subsidiary prior to such merger) any Equity Interests, evidences of indebtedness or other securities (including Investment in any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, make or permit to exist any investment (including by way of Guarantees) or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) make any assets of any other Person constituting a business unit (whether through purchase of assets, merger or otherwise)Acquisition, except: (a) investments in cash and Cash Equivalents; (b) investments Investments in existence on the Closing Effective Date and described in Schedule 8.04 and amendments, extensions and renewals thereof that do not increase the amount thereof and investments reflected on Schedule 6.016.04(b); (c) operating deposit accounts with depository institutions and other ordinary course cash managementInvestments by Foreign Subsidiaries in Non-U.S. Cash Equivalents; (d) investments received Investments (including loans and advances, but excluding Acquisitions) by the Borrower and the Subsidiaries in connection with any Loan Party and loans and advances by any Subsidiary to the Borrower; provided that any such loans and advances by a disposition permitted under Section 8.05(h) or (i)Loan Party shall be evidenced by a promissory note pledged pursuant to the Security Agreement, and such loans and advances shall be on subordination terms reasonably satisfactory to the Administrative Agent; (e) purchases of inventory and other assets to be sold or used Investments by any Non-Guarantor Subsidiary in the ordinary course of businessany Excluded Subsidiary; (f) investments Investments by any Excluded Subsidiary that is a Domestic Subsidiary in the Equity Interests of other Excluded Subsidiaries which are Domestic Subsidiaries, which Investments are in existence on the date of the Permitted Acquisition of such Excluded Subsidiaries under Section 6.04(i). (ig) if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing or would result therefrom, Investments consisting of loans and advances by any Loan Party to any Excluded Subsidiary in an aggregate amount not to exceed $3,000,000 (or $5,000,000 at any Loan Party, (ii) any Restricted Subsidiary that is not a Loan Party in time at which the Consolidated Leverage Ratio of the Borrower or any other Restricted Subsidiary and (iii) any Loan Party in any Restricted Subsidiary that is not as of the last day of the most recently ended Fiscal Quarter for which a Loan Party; provided that the aggregate principal amount of investments outstanding Compliance Certificate has been delivered pursuant to this clause (iiiSection 5.01(c) shall not exceed the greater of $150,000,000 and 7.0% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant 1.50 to Section 7.01(a1.00) or (b) prior to the date of the making thereof) at any time outstanding; (g) for all such loans and advances to employees in the ordinary course of business not exceeding $10,000,000 in the aggregateoutstanding at any time; provided that no such loan or advance shall remain outstanding for more than 365 days; (h) investments in the form of Swap Contracts permitted by Section 8.01(h); (i) deposits to secure bids, tenders, utilities, vendors, leases, licenses, statutory obligations, surety and appeal bonds, performance bonds and other deposits of like nature arising in the ordinary course of business; (j) investments by any Receivables Financing SPC, the Borrower or any Restricted Subsidiary in a Receivables Financing SPC in each case made in connection with a Permitted Receivables Financing, and loans permitted by the applicable Permitted Receivables Financing that are made by the Borrower or a Restricted Subsidiary to a Receivables Financing SPC or by a Receivables Financing SPC to the Borrower or a Restricted Subsidiary in connection therewith; (k) the Farm Credit Equities and any other stock or securities of, or investments in, a Farm Credit Lender or its investment services or programs; (l) investments Investments consisting of extensions of credit (other than to the Borrower or any of its Subsidiaries) in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or other disputes with customers or suppliers and investments consisting of the prepayment of suppliers and service providers on customary terms in the ordinary course of businesslimit loss; (mi) Guarantees Investments consisting of Indebtedness promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 8.01 and of other obligations otherwise permitted hereunder; (n) investments in prepaid expenses6.05(j), utility and workers’ compensation, performance and other similar deposits, each as entered into in the ordinary course of business; (o) investments consisting of the licensing, sublicensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons; (p) investments to the extent made with (i) Qualified Equity Interests of the Borrower or (ii) the cash proceeds of any Equity Issuance by the Borrower so long as such investment is consummated within 90 days of such Equity Issuance (provided that such cash proceeds shall not be included in the Available Amount); (q) additional investments in an aggregate amount not to exceed the greater of $250,000,000 and 11.5% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) 5,000,000 at any time outstandingoutstanding for all such Investments; (r) the Transactions and Permitted Acquisitions; (s) other investments so long as, on a Pro Forma Basis immediately after the making of any such investment, the Consolidated Net Leverage Ratio does not exceed 3.75 to 1.00; (t) subject to the absence of any continuing Event of Default and compliance by the Borrower on a Pro Forma Basis with the covenants set forth in Section 8.11 (each in accordance with Section 1.10, if applicable), investments from the Available Amount; and (u) investments made during a Collateral Suspension Period. For purposes of covenant compliance, the amount of any investment shall be the amount actually invested (with respect to any investment made other than in the form of cash or Cash Equivalents, valued at the fair market value thereof (as reasonably determined by the Borrower in good faith) at the time of the making thereof), without adjustment for subsequent increases or decreases in the value of such investment, less any amount repaid, returned, distributed or otherwise received in respect of any investment, in each case, in cash, and the amount of any investment constituting a Guarantee shall be determined as stated in the definition of “Guarantee.” Any investment in any Person other than a Loan Party that is otherwise permitted by this Section 8.04 may be made through intermediate investments in Restricted Subsidiaries that are not Loan Parties and such intermediate investments shall be disregarded for purposes of determining the outstanding amount of investments pursuant to any clause set forth above. For purposes of determining compliance with this Section 8.04, if an investment meets, in whole or in part, the criteria of one or more of the categories of investments (or any portion thereof) permitted in this Section 8.04, the Borrower may, in its sole discretion, classify or divide such investment (or any portion thereof) in any manner that complies with this Section 8.04 and will be entitled to only include the amount and type of such investment (or any portion thereof) in one of the above clauses and such investment will be treated as being incurred pursuant to only such clause or clauses (or any portion thereof).

Investments, Loans, Advances and Acquisitions. The Borrower will not, and will not permit any Restricted Subsidiary to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Subsidiary prior to such merger) any Equity Interests, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, make or permit to exist any investment (including by way of Guarantees) or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (whether through purchase of assets, merger or otherwise), except: (a) investments in cash cash, Cash Equivalents and Cash EquivalentsPermitted Acquisitions; (b) investments in existence on the Closing Date and described in Schedule 8.04 and amendments, extensions and renewals thereof that do not increase the amount thereof and investments reflected on Schedule 6.018.04; (c) operating deposit accounts with depository institutions and other ordinary course cash managementinstitutions; (d) investments received in connection with a disposition permitted under Section 8.05(h) or (i)8.05; (e) purchases of inventory and other assets to be sold or used in the ordinary course of business; (f) investments by (i) any Loan Party or any Restricted Subsidiary in any Loan Party, (ii) Party or any Restricted Subsidiary that is (including, but not limited to, loans from a Loan Party in the Borrower or any other Restricted Subsidiary and (iii) any Loan Party in any to another Restricted Subsidiary that is not a Loan Party; provided that the aggregate principal amount of investments outstanding pursuant to this clause (iii) shall not exceed the greater of $150,000,000 and 7.0% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstandingSubsidiary); (g) investments by the Borrower and its Restricted Subsidiaries in the Equity Interests of their Subsidiaries to the extent outstanding as of the Closing Date; (h) loans and advances to employees in the ordinary course of business not exceeding $10,000,000 5,000,000 in the aggregate; (hi) investments in the form of Swap Contracts permitted by Section 8.01(h)8.01; (ij) deposits to secure bids, tenders, utilities, vendors, leases, licenses, statutory obligations, surety and appeal bonds, performance bonds and other deposits of like nature arising in the ordinary course of business; (jk) investments by any Receivables Financing SPC, the Borrower SPC or any Restricted Subsidiary Loan Party in a Receivables Financing SPC in each case made in connection with a Permitted Receivables Financing, and loans permitted by the applicable Permitted Receivables Financing that are made by the Borrower or a Restricted Subsidiary Loan Party to a Receivables Financing SPC or by a Receivables Financing SPC to the Borrower or a Restricted Subsidiary Loan Party in connection therewith; (kl) investments acquired through a Permitted Acquisition, each of which (i) existed before the time of acquisition of the Person or assets of the Person who made such investment and (ii) was not made in anticipation of such acquisition; (m) the Farm Credit CoBank Equities and any other stock or securities of, or investments Investments in, a Farm Credit Lender CoBank or its investment services or programs; (ln) investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors or other disputes with customers or suppliers to the extent reasonably necessary in order to prevent or limit loss and investments Investments consisting of the prepayment of suppliers and service providers on customary terms in the ordinary course of business; (mo) Guarantees of Indebtedness permitted by Section 8.01 and of other obligations otherwise permitted hereunder; (n) investments in prepaid expenses, utility and workers’ compensation, performance and other similar deposits, each as entered into in the ordinary course of business; (o) investments consisting of the licensing, sublicensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons8.01; (p) to the extent permitted by Section 8.05, non-cash consideration received in connection with sales or dispositions; (q) to the extent constituting an investment by such Person, the payment, prepayment, redemption or acquisition for value of Indebtedness of such Person permitted by this Agreement; (r) investments to the extent made with (i) Qualified Equity Interests of the Borrower or (ii) the cash proceeds of any an Equity Issuance by the Borrower Borrower, so long as such investment is consummated within 90 days of such Equity Issuance (provided that such cash proceeds shall not be included in the Available Amount)Issuance; (qs) additional investments in Unrestricted Subsidiaries during any fiscal year in an amount equal to the aggregate amount of dividends and other distributions received by the Borrower or its Restricted Subsidiaries from Unrestricted Subsidiaries and payments of Indebtedness by an Unrestricted Subsidiary to the Borrower or a Restricted Subsidiary during such fiscal year; and (t) additional investments during any fiscal year in an aggregate amount not exceeding the Annual Investment Limitation for such fiscal year; provided that to exceed the extent that (i) subsequent to any such investment but not later than 90 days thereafter, the Borrower consummates an Equity Issuance during such fiscal year and (ii) the Borrower promptly (and in any event within three Business Days following receipt thereof) repays the Loans with the net cash proceeds of such Equity Issuance, the amount of such investment (to the extent not in excess of the amount of such prepayment) shall be deemed not to have reduced the Annual Investment Limitation for such fiscal year. As used herein, “Annual Investment Limitation” means, for any fiscal year of the Borrower, the greater of (i) $250,000,000 75,000,000 and 11.5(ii) 10% of Consolidated Total Tangible Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date later of the making thereof) at any time outstanding; (r) Initial Funding Date or the Transactions and Permitted Acquisitions; (s) other investments so long as, on a Pro Forma Basis immediately after the making first day of any such investment, the Consolidated Net Leverage Ratio does not exceed 3.75 to 1.00; (t) subject to the absence of any continuing Event of Default and compliance by the Borrower on a Pro Forma Basis with the covenants set forth in Section 8.11 (each in accordance with Section 1.10, if applicable), investments from the Available Amount; and (u) investments made during a Collateral Suspension Periodfiscal year. For purposes of covenant compliance, the amount of any investment shall be the amount actually invested (with respect to any investment made other than in the form of cash or Cash Equivalents, valued at the fair market value thereof (as reasonably determined by the Borrower in good faith) at the time of the making thereof)invested, without adjustment for subsequent increases or decreases in the value of such investment, less any amount repaid, returned, distributed or otherwise received in respect of any investment, in each case, in cash, and the amount of any investment constituting a Guarantee shall be determined as stated in the definition of “Guarantee.” Any investment in any Person other than a Loan Party that is otherwise permitted by this Section 8.04 may be made through intermediate investments in Restricted Subsidiaries that are not Loan Parties and such intermediate investments shall be disregarded for purposes of determining the outstanding amount of investments pursuant to any clause set forth above. For purposes of determining compliance with this Section 8.04, if an investment meets, in whole or in part, the criteria of one or more of the categories of investments (or any portion thereof) permitted in this Section 8.04, the Borrower may, in its sole discretion, classify or divide such investment (or any portion thereof) in any manner that complies with this Section 8.04 and will be entitled to only include the amount and type of such investment (or any portion thereof) in one of the above clauses and such investment will be treated as being incurred pursuant to only such clause or clauses (or any portion thereof).

Investments, Loans, Advances and Acquisitions. The Borrower will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Subsidiary prior to such merger) any Equity Interestscapital stock, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, or make or permit to exist any investment (including by way of Guarantees) or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (whether through purchase of assetsunit, merger not including receivables, deposits or otherwise)prepaid items, except: (a) investments in cash and Cash EquivalentsPermitted Investments; (b) investments in existence on the Closing Date capital stock of new or existing Subsidiaries and described in Schedule 8.04 and amendments, extensions and renewals thereof that do not increase intercompany loans between or among the amount thereof and investments reflected on Schedule 6.01Borrower and/or its Subsidiaries; (c) operating deposit accounts with depository institutions investments in Unconsolidated Affiliates (valued at an amount equal to the Value of each Unconsolidated Affiliate’s Real Property multiplied by the Equity Percentage for that Unconsolidated Affiliate), and in other ordinary course cash managementreal estate investment trusts (at market value); (d) investments received in connection with a disposition permitted under Section 8.05(h) loans, advances and extensions of credit to Affiliates of the Borrower that are Mortgage Notes or (i)are used to purchase TIF obligations; (e) purchases loans, advances and extensions of inventory and other assets credit that are not included in clause (d), so long as the aggregate amount of such investments (exclusive of the intercompany loans described in clause (b) above) does not exceed five percent (5%) of Total Asset Value after giving effect to such investments; (f) undeveloped land; (g) Retail Property; (h) Real Property that is being constructed or developed to be sold Retail Property or used Industrial Property, but is not yet completed (including such assets that such Person has contracted to purchase for development with no option to terminate the purchase agreement); (i) Real Property not constituting Retail Property or undeveloped land so long as the aggregate amount of such investments does not exceed fifteen percent (15%) of Total Asset Value after giving effect to such investments; (j) capital stock, obligations or securities received in settlement of debts (created in the ordinary course of business; (f) investments by (i) any Loan Party in any Loan Party, (ii) any Restricted Subsidiary that is not a Loan Party in owing to the Borrower or any other Restricted Subsidiary and (iii) any Loan Party in any Restricted Subsidiary that is not a Loan PartySubsidiary; provided that the aggregate principal amount of investments outstanding pursuant to this clause (iii) shall not exceed the greater of $150,000,000 and 7.0% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstanding; (g) loans and advances to employees in the ordinary course of business not exceeding $10,000,000 in the aggregate; (h) investments in the form of Swap Contracts permitted by Section 8.01(h); (i) deposits to secure bids, tenders, utilities, vendors, leases, licenses, statutory obligations, surety and appeal bonds, performance bonds and other deposits of like nature arising in the ordinary course of business; (j) investments by any Receivables Financing SPC, the Borrower or any Restricted Subsidiary in a Receivables Financing SPC in each case made in connection with a Permitted Receivables Financing, and loans permitted by the applicable Permitted Receivables Financing that are made by the Borrower or a Restricted Subsidiary to a Receivables Financing SPC or by a Receivables Financing SPC to the Borrower or a Restricted Subsidiary in connection therewith;and (k) the Farm Credit Equities and any other stock or securities ofmergers, or investments in, a Farm Credit Lender or its investment services or programs; (l) investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors or other disputes with customers or suppliers and investments consisting of the prepayment of suppliers and service providers on customary terms in the ordinary course of business; (m) Guarantees of Indebtedness permitted by Section 8.01 and of other obligations otherwise permitted hereunder; (n) investments in prepaid expenses, utility and workers’ compensation, performance consolidations and other similar depositstransactions permitted under Section 6.02, each as entered into in the ordinary course of business; (o) investments consisting of the licensing, sublicensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons; (p) investments to the extent made with (i) Qualified Equity Interests of the Borrower or (ii) the cash proceeds of any Equity Issuance by the Borrower so long as such investment is consummated within 90 days same do not cause the Borrower to be in violation of such Equity Issuance any provision of this Section 6.03. In addition to the foregoing, the aggregate amount or Value (provided that such cash proceeds in the case of (f) and (h)) of the investments described in clauses (c), (d), (e), (f), (h) and (j) above shall not be included in the Available Amount); exceed thirty percent (q30%) additional of Total Asset Value after giving effect to such investments. The loans and investments in an aggregate amount not to exceed the greater of $250,000,000 and 11.5% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstanding; (r) the Transactions and Permitted Acquisitions; (s) other investments so long as, on a Pro Forma Basis immediately after the making of any such investment, the Consolidated Net Leverage Ratio does not exceed 3.75 to 1.00; (t) subject to the absence of any continuing Event of Default and compliance by the Borrower on a Pro Forma Basis with the covenants set forth in Section 8.11 (each in accordance with Section 1.10, if applicable), investments from the Available Amount; and (u) investments made during a Collateral Suspension Period. For purposes of covenant compliance, the amount of any investment shall be the amount actually invested (with respect to any investment made other than in the form of cash or Cash Equivalents, valued at the fair market value thereof (as reasonably determined by the Borrower in good faith) at the time of the making thereof), without adjustment for subsequent increases or decreases in the value of such investment, less any amount repaid, returned, distributed or otherwise received in respect of any investment, in each case, in cash, and the amount of any investment constituting a Guarantee shall be determined as stated in the definition of “Guarantee.” Any investment in any Person other than a Loan Party that is otherwise permitted by this Section 8.04 described above may be made purchased or acquired, directly or indirectly, through intermediate investments in Restricted Subsidiaries that are not Loan Parties and such intermediate investments shall be disregarded for purposes of determining the outstanding amount of investments pursuant to any clause set forth abovepartnerships, joint ventures, or otherwise. For purposes of determining compliance with this Section 8.04, if an investment meets, in whole or in part, the criteria of one or more of the categories of investments (or any portion thereof) permitted The calculations in this Section 8.04, the Borrower may, in its sole discretion, classify or divide such investment (or any portion thereof) in any manner that complies with this Section 8.04 and will be entitled to only include the amount and type of such made without duplication if a loan or investment (or any portion thereof) is within more than one category described in one of the above clauses and such investment will be treated as being incurred pursuant to only such clause or clauses (or any portion thereof)this Section.

Investments, Loans, Advances and Acquisitions. The Borrower Company will not, and will not permit any Restricted Subsidiary to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Subsidiary prior to such merger) any Equity Interests, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, make or permit to exist retain any investment (including by way whether through the purchase of Guaranteesstock, obligations, capital contributions or otherwise) in or make any other interest inloan or advance to, any other Person, or purchase acquire substantially as an entirety the Property or otherwise acquire (in one transaction or a series of transactions) any assets business of any other Person constituting a business unit (whether through purchase of assetsPerson, merger or otherwise), exceptother than: (a) investments in cash certificates of deposit having a maturity of two (2) years or less issued by any Bank or any other commercial bank having a long-term rating at the time of investment of at least AA by Standard & Poor’s Ratings Services Group, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) or Aa by Xxxxx’x Investor Services, Inc. (“Moody’s”) and Cash Equivalentsa short-term rating at the time of investment of A-1 from S&P or P-1 from Moody’s; (b) investments in existence on commercial paper rated at the Closing Date and described in Schedule 8.04 and amendments, extensions and renewals thereof that do not increase time of investment P-1 by Moody’s or A-1 by S&P maturing within 270 days of the amount thereof and investments reflected on Schedule 6.01date of issuance thereof; (c) operating deposit accounts with depository institutions and other ordinary course cash managementinvestments shown on the financial statements referred to in Section 5.2 in existing Subsidiaries; (d) investments received in connection with a disposition permitted under Section 8.05(h) acquisitions of the Property or (i)business of any Person, provided that no Potential Default or Event of Default shall then exist after giving effect to such acquisition and no change of the voting control or management of the Company shall result therefrom; (e) purchases marketable full faith and credit obligations of inventory the United States of America or of any agency thereof for which the full faith and other assets to be sold or used in credit of the ordinary course United States of businessAmerica has been pledged; (f) investments repurchase, reverse repurchase and security lending agreements collateralized by securities of the type described in subsection (i) any Loan Party in any Loan Partye), (ii) any Restricted Subsidiary that is not a Loan Party in the Borrower or any other Restricted Subsidiary and (iii) any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that the aggregate principal amount Company or Subsidiary, as the case may be, which is a party to such arrangement shall hold (individually or through an agent or bailee) all securities relating thereto during the entire term of investments outstanding pursuant to this clause (iii) shall not exceed the greater of $150,000,000 and 7.0% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstandingeach such arrangement; (g) loans municipal debt securities commonly known as “lower floaters” or “variable rate demand notes” so long as (i) such securities provide that the owner thereof may require that such securities be bought from it upon 7 days’ notice by such owner, and advances to employees in (ii) such securities shall have a long-term rating at the ordinary course time of business not exceeding $10,000,000 in investment of at least AA by S&P or Aa by Moody’s and a short-term rating at the aggregatetime of investment of A-1 from S&P or P-1 from Moody’s; (h) investments in the form an aggregate principal amount of Swap Contracts up to $1,000,000 and not otherwise permitted by Section 8.01(h)this Section, in certificates of deposit in any commercial bank; (i) deposits investments in and loans and advances to secure bids, tenders, utilities, vendors, leases, licenses, statutory obligations, surety and appeal bonds, performance bonds and the Company or any Subsidiary by the Company or any other deposits of like nature arising in the ordinary course of businessSubsidiary; (j) investments by any Receivables Financing SPC, the Borrower or any Restricted Subsidiary a loan in a Receivables Financing SPC in each case made in connection with a Permitted Receivables Financing, and loans permitted by the applicable Permitted Receivables Financing that are made by the Borrower or a Restricted Subsidiary principal amount not to a Receivables Financing SPC or by a Receivables Financing SPC exceed $500,000 to the Borrower or a Restricted Subsidiary in connection therewith;Company’s employees’ stock ownership plan; and (k) the Farm Credit Equities other investments, loans and any other stock or securities of, or investments in, a Farm Credit Lender or its investment services or programs; (l) investments consisting of extensions of credit advances in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors or other disputes with customers or suppliers and investments consisting of the prepayment of suppliers and service providers on customary terms in the ordinary course of business; (m) Guarantees of Indebtedness permitted by Section 8.01 and of other obligations otherwise permitted hereunder; (n) investments in prepaid expenses, utility and workers’ compensation, performance and other similar deposits, each as entered into in the ordinary course of business; (o) investments consisting of the licensing, sublicensing or contribution of intellectual property pursuant addition to joint marketing arrangements with other Persons; (p) investments to the extent made with (i) Qualified Equity Interests of the Borrower or (ii) the cash proceeds of any Equity Issuance by the Borrower so long as such investment is consummated within 90 days of such Equity Issuance (provided that such cash proceeds shall not be included in the Available Amount); (q) additional investments in an aggregate amount not to exceed the greater of $250,000,000 and 11.5% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstanding; (r) the Transactions and Permitted Acquisitions; (s) other investments so long as, on a Pro Forma Basis immediately after the making of any such investment, the Consolidated Net Leverage Ratio does not exceed 3.75 to 1.00; (t) subject to the absence of any continuing Event of Default and compliance by the Borrower on a Pro Forma Basis with the covenants set forth in Section 8.11 (each in accordance with Section 1.10, if applicable), investments from the Available Amount; and (u) investments made during a Collateral Suspension Period. For purposes of covenant compliance, the amount of any investment shall be the amount actually invested (with respect to any investment made other than in the form of cash or Cash Equivalents, valued at the fair market value thereof (as reasonably determined by the Borrower in good faith) at the time of the making thereof), without adjustment for subsequent increases or decreases in the value of such investment, less any amount repaid, returned, distributed or otherwise received in respect of any investment, in each case, in cash, and the amount of any investment constituting a Guarantee shall be determined as stated in the definition of “Guarantee.” Any investment in any Person other than a Loan Party that is those otherwise permitted by this Section 8.04 may be made through intermediate investments in Restricted Subsidiaries that are an amount not Loan Parties and such intermediate investments shall be disregarded for purposes of determining to exceed $25,000,000 in the outstanding amount of investments pursuant to aggregate at any clause set forth above. For purposes of determining compliance with this Section 8.04, if an investment meets, in whole or in part, the criteria of one or more of the categories of investments (or any portion thereof) permitted in this Section 8.04, the Borrower may, in its sole discretion, classify or divide such investment (or any portion thereof) in any manner that complies with this Section 8.04 and will be entitled to only include the amount and type of such investment (or any portion thereof) in one of the above clauses and such investment will be treated as being incurred pursuant to only such clause or clauses (or any portion thereof)time outstanding.

Investments, Loans, Advances and Acquisitions. The Borrower will not, and will not permit any Restricted Subsidiary to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Subsidiary prior to such merger) any Equity Interests, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, make or permit to exist any investment (including by way of Guarantees) or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (whether through purchase of assets, merger or otherwise), except: (a) investments in cash and Cash Equivalents; (b) investments in existence on the Closing Date and described in Schedule 8.04 and amendments, extensions and renewals thereof that do not increase the amount thereof and investments reflected on Schedule 6.01; (c) operating deposit accounts with depository institutions and other ordinary course cash management; (d) investments received in connection with a disposition permitted under Section 8.05(h) or (i); (e) purchases of inventory and other assets to be sold or used in the ordinary course of business; (f) investments by (i) any Loan Party in any Loan Party, (ii) any Restricted Subsidiary that is not a Loan Party in the Borrower or any other Restricted Subsidiary and (iii) any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that the aggregate principal amount of investments outstanding made after the Third Amendment Effective Date pursuant to this clause (iii) shall not exceed the greater of $150,000,000 525,000,000 and 7.012.5% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstanding; (g) loans and advances to employees in the ordinary course of business not exceeding $10,000,000 in the aggregate; (h) investments in the form of Swap Contracts permitted by Section 8.01(h); (i) deposits to secure bids, tenders, utilities, vendors, leases, licenses, statutory obligations, surety and appeal bonds, performance bonds and other deposits of like nature arising in the ordinary course of business; (j) investments by any Receivables Financing SPC, the Borrower or any Restricted Subsidiary in a Receivables Financing SPC in each case made in connection with a Permitted Receivables Financing, and loans permitted by the applicable Permitted Receivables Financing that are made by the Borrower or a Restricted Subsidiary to a Receivables Financing SPC or by a Receivables Financing SPC to the Borrower or a Restricted Subsidiary in connection therewith; (k) the Farm Credit Equities and any other stock or securities of, or investments in, a Farm Credit Lender or its investment services or programs; (l) investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors or other disputes with customers or suppliers and investments consisting of the prepayment of suppliers and service providers on customary terms in the ordinary course of business; (m) Guarantees of Indebtedness permitted by Section 8.01 and of other obligations otherwise permitted hereunder; (n) investments in prepaid expenses, utility and workers’ compensation, performance and other similar deposits, each as entered into in the ordinary course of business; (o) investments consisting of the licensing, sublicensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons; (p) investments to the extent made with (i) Qualified Equity Interests of the Borrower or (ii) the cash proceeds of any issuance of Equity Issuance Interests by the Borrower so long as such investment is consummated within 90 days of such issuance of Equity Issuance Interests (provided that such cash proceeds shall not be included in the Available Amount); (q) additional investments made after the Third Amendment Effective Date in an aggregate amount not to exceed the greater of $250,000,000 525,000,000 and 11.512.5% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstanding; (r) the Transactions and Permitted Acquisitions; (s) other investments so long as, on a Pro Forma Basis immediately after the making of any such investment, the Consolidated Net Leverage Ratio does not exceed 3.75 4.50 to 1.00; (t) subject to the absence of any continuing Event of Default and compliance by the Borrower on a Pro Forma Basis with the covenants set forth in Section 8.11 (each in accordance with Section 1.101.06, if applicable), investments from the Available Amount; and (u) investments made during a Collateral and Guarantee Suspension Period. For purposes of covenant compliance, the amount of any investment shall be the amount actually invested (with respect to any investment made other than in the form of cash or Cash Equivalents, valued at the fair market value thereof (as reasonably determined by the Borrower in good faith) at the time of the making thereof), without adjustment for subsequent increases or decreases in the value of such investment, less any amount repaid, returned, distributed or otherwise received in respect of any investment, in each case, in cash, and the amount of any investment constituting a Guarantee shall be determined as stated in the definition of “Guarantee.” Any investment in any Person other than a Loan Party that is otherwise permitted by this Section 8.04 may be made through intermediate investments in Restricted Subsidiaries that are not Loan Parties and such intermediate investments shall be disregarded for purposes of determining the outstanding amount of investments pursuant to any clause set forth above. For purposes of determining compliance with this Section 8.04, if an investment meets, in whole or in part, the criteria of one or more of the categories of investments (or any portion thereof) permitted in this Section 8.04, the Borrower may, in its sole discretion, classify or divide such investment (or any portion thereof) in any manner that complies with this Section 8.04 and will be entitled to only include the amount and type of such investment (or any portion thereof) in one of the above clauses and such investment will be treated as being incurred pursuant to only such clause or clauses (or any portion thereof).

Investments, Loans, Advances and Acquisitions. The Borrower Company will not, and will not permit any Restricted Subsidiary to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Subsidiary prior to such merger) any Equity Interests, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, make or permit to exist retain any investment (including by way whether through the purchase of Guaranteesstock, obligations, capital contributions or otherwise) in or make any other interest inloan or advance to, any other Person, or purchase acquire substantially as an entirety the Property or otherwise acquire (in one transaction or a series of transactions) any assets business of any other Person constituting a business unit (whether through purchase of assetsPerson, merger or otherwise), exceptother than: (a) investments in cash certificates of deposit having a maturity of two years or less issued by any Bank or any other commercial bank having a long-term rating at the time of investment of at least AA by Standard & Poor’s Ratings Services Group, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) or Aa by Xxxxx’x Investor Services, Inc. (“Moody’s”) and Cash Equivalentsa short-term rating at the time of investment of A-1 from S&P or P-1 from Moody’s; (b) investments in existence on commercial paper rated at the Closing Date and described in Schedule 8.04 and amendments, extensions and renewals thereof that do not increase time of investment P-1 by Moody’s or A-1 by S&P maturing within 270 days of the amount thereof and investments reflected on Schedule 6.01date of issuance thereof; (c) operating deposit accounts with depository institutions and other ordinary course cash managementinvestments shown on the financial statements referred to in Section 5.2 in existing Subsidiaries; (d) investments received in connection with a disposition permitted under Section 8.05(h) acquisitions of the Property or business of any Person, provided (i)) that no Potential Default or Event of Default shall then exist after giving effect to such acquisition and no change of the voting control or management of the Company shall result therefrom; (ii) that the aggregate purchase price (including the principal amount of obligations assumed by the Company or a Subsidiary) paid in any single acquisition shall not exceed $25,000,000 and (iii) that the aggregate purchase price (determined as described above) paid in all such acquisitions made prior to the Revolving Credit Termination Date shall not exceed $35,000,000; (e) purchases marketable full faith and credit obligations of inventory the United States of America or of any agency thereof for which the full faith and other assets to be sold or used in credit of the ordinary course United States of businessAmerica has been pledged; (f) investments repurchase, reverse repurchase and security lending agreements collateralized by securities of the type described in subsection (i) any Loan Party in any Loan Partye), (ii) any Restricted Subsidiary that is not a Loan Party in the Borrower or any other Restricted Subsidiary and (iii) any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that the aggregate principal amount Company or Subsidiary, as the case may be, which is a party to such arrangement shall hold (individually or through an agent or bailee) all securities relating thereto during the entire term of investments outstanding pursuant to this clause (iii) shall not exceed the greater of $150,000,000 and 7.0% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstandingeach such arrangement; (g) loans municipal debt securities commonly known as “lower floaters” or “variable rate demand notes” so long as (i) such securities provide that the owner thereof may require that such securities be bought from it upon 7 days notice by such owner, and advances to employees in (ii) such securities shall have a long-term rating at the ordinary course time of business not exceeding $10,000,000 in investment of at least AA by S&P or Aa by Moody’s and a short-term rating at the aggregatetime of investment of A-1 from S&P or P-1 from Moody’s; (h) investments in the form an aggregate principal amount of Swap Contracts up to $1,000,000 and not otherwise permitted by Section 8.01(h)this Section, in certificates of deposit in any commercial bank; (i) deposits investments in and loans and advances to secure bids, tenders, utilities, vendors, leases, licenses, statutory obligations, surety and appeal bonds, performance bonds and the Company or any Subsidiary by the Company or any other deposits of like nature arising in the ordinary course of business;Subsidiary; and (j) investments by any Receivables Financing SPC, the Borrower or any Restricted Subsidiary a loan in a Receivables Financing SPC in each case made in connection with a Permitted Receivables Financing, and loans permitted by the applicable Permitted Receivables Financing that are made by the Borrower or a Restricted Subsidiary to a Receivables Financing SPC or by a Receivables Financing SPC to the Borrower or a Restricted Subsidiary in connection therewith; (k) the Farm Credit Equities and any other stock or securities of, or investments in, a Farm Credit Lender or its investment services or programs; (l) investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors or other disputes with customers or suppliers and investments consisting of the prepayment of suppliers and service providers on customary terms in the ordinary course of business; (m) Guarantees of Indebtedness permitted by Section 8.01 and of other obligations otherwise permitted hereunder; (n) investments in prepaid expenses, utility and workers’ compensation, performance and other similar deposits, each as entered into in the ordinary course of business; (o) investments consisting of the licensing, sublicensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons; (p) investments to the extent made with (i) Qualified Equity Interests of the Borrower or (ii) the cash proceeds of any Equity Issuance by the Borrower so long as such investment is consummated within 90 days of such Equity Issuance (provided that such cash proceeds shall not be included in the Available Amount); (q) additional investments in an aggregate principal amount not to exceed the greater of $250,000,000 and 11.5% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior 500,000 to the date of the making thereof) at any time outstanding; (r) the Transactions and Permitted Acquisitions; (s) other investments so long as, on a Pro Forma Basis immediately after the making of any such investment, the Consolidated Net Leverage Ratio does not exceed 3.75 to 1.00; (t) subject to the absence of any continuing Event of Default and compliance by the Borrower on a Pro Forma Basis with the covenants set forth in Section 8.11 (each in accordance with Section 1.10, if applicable), investments from the Available Amount; and (u) investments made during a Collateral Suspension Period. For purposes of covenant compliance, the amount of any investment shall be the amount actually invested (with respect to any investment made other than in the form of cash or Cash Equivalents, valued at the fair market value thereof (as reasonably determined by the Borrower in good faith) at the time of the making thereof), without adjustment for subsequent increases or decreases in the value of such investment, less any amount repaid, returned, distributed or otherwise received in respect of any investment, in each case, in cash, and the amount of any investment constituting a Guarantee shall be determined as stated in the definition of “GuaranteeCompany’s employees’ stock ownership plan.” Any investment in any Person other than a Loan Party that is otherwise permitted by this Section 8.04 may be made through intermediate investments in Restricted Subsidiaries that are not Loan Parties and such intermediate investments shall be disregarded for purposes of determining the outstanding amount of investments pursuant to any clause set forth above. For purposes of determining compliance with this Section 8.04, if an investment meets, in whole or in part, the criteria of one or more of the categories of investments (or any portion thereof) permitted in this Section 8.04, the Borrower may, in its sole discretion, classify or divide such investment (or any portion thereof) in any manner that complies with this Section 8.04 and will be entitled to only include the amount and type of such investment (or any portion thereof) in one of the above clauses and such investment will be treated as being incurred pursuant to only such clause or clauses (or any portion thereof).

Investments, Loans, Advances and Acquisitions. The Borrower will not, and will not permit any Restricted Subsidiary to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Subsidiary prior to such merger) any Equity Interests, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, make or permit to exist remain outstanding any investment (including by way of Guarantees) or any Investments other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (whether through purchase of assets, merger or otherwise), exceptthan: (a) investments Investments that are disclosed in cash and Cash EquivalentsSchedule 9.05; (b) investments in existence on the Closing Date and described in Schedule 8.04 and amendments, extensions and renewals thereof that do not increase the amount thereof and investments reflected on Schedule 6.01; (c) operating deposit accounts with depository institutions and other ordinary course cash management; (d) investments received in connection with a disposition permitted under Section 8.05(h) or (i); (e) purchases of inventory and other assets to be sold or used in the ordinary course of business; (f) investments by (i) any Loan Party in any Loan Party, (ii) any Restricted Subsidiary that is not a Loan Party in the Borrower or any other Restricted Subsidiary and (iii) any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that the aggregate principal amount of investments outstanding pursuant to this clause (iii) shall not exceed the greater of $150,000,000 and 7.0% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstanding; (g) loans and advances to employees in the ordinary course of business not exceeding $10,000,000 in the aggregate; (h) investments in the form of Swap Contracts permitted by Section 8.01(h); (i) deposits to secure bids, tenders, utilities, vendors, leases, licenses, statutory obligations, surety and appeal bonds, performance bonds and other deposits of like nature receivable arising in the ordinary course of business; (jc) investments direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one (1) year from the date of acquisition thereof; (d) commercial paper maturing within one (1) year from the date of acquisition thereof rated in the highest or second highest grade by S&P or Xxxxx’x; (e) demand deposits, and time deposits maturing within one (1) year from the date of creation thereof, with or issued by any Receivables Financing SPCLender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $100,000,000 (as of the date of such bank or trust company’s most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or Xxxxx’x, respectively; (f) Investments in money market funds investing at least 95% of their assets (measured by value) in Investments of the types described in Section 9.05(c), Section 9.05(d) or Section 9.05(e); (g) Investments made by any Loan Party in or to any other Loan Party (including in each case any guarantees or contingent obligations of a Loan Party with respect to any liabilities of any other Loan Party); (h) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to the Borrower or any Restricted Subsidiary in other Loan Party as a Receivables Financing SPC in each case made in connection with result of a Permitted Receivables Financing, and loans permitted by the applicable Permitted Receivables Financing that are made by the Borrower or a Restricted Subsidiary to a Receivables Financing SPC or by a Receivables Financing SPC to the Borrower or a Restricted Subsidiary in connection therewith; (k) the Farm Credit Equities and any other stock or securities of, or investments in, a Farm Credit Lender or its investment services or programs; (l) investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors or other disputes with customers or suppliers and investments consisting proceeding of the prepayment obligor under any Debtor Relief Laws in respect of suppliers and service providers on customary terms such debts or upon the enforcement of such debts or of any Lien in the ordinary course of business; (m) Guarantees of Indebtedness permitted by Section 8.01 and of other obligations otherwise permitted hereunder; (n) investments in prepaid expenses, utility and workers’ compensation, performance and other similar deposits, each as entered into in the ordinary course of business; (o) investments consisting of the licensing, sublicensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons; (p) investments to the extent made with (i) Qualified Equity Interests favor of the Borrower or any other Loan Party securing such debts; provided that the Borrower shall give the Administrative Agent prompt written notice in the event that the aggregate amount of all Investments held at any one time under this Section 9.05(h) exceeds $2,000,000; (iii) Investments constituting Indebtedness permitted under Section 9.02; (j) non-hostile purchases or acquisitions made by any Loan Party on or after the cash proceeds June 2015 Delivery Date, whether in one or more related transactions, of any Person or group of Persons or any business unit or a majority of the Equity Issuance by the Borrower Interests of any Person or group of Persons, so long as such investment is consummated within 90 days of such Equity Issuance (provided that such cash proceeds shall not be included in the Available Amount); (q) additional investments in an aggregate amount not to exceed the greater of $250,000,000 and 11.5% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstanding; (r) the Transactions and Permitted Acquisitions; (s) other investments so long as, on a Pro Forma Basis immediately after the making of any such investment, the Consolidated Net Leverage Ratio does not exceed 3.75 to 1.00; (t) subject to the absence of any continuing Event of Default and compliance by the Borrower on a Pro Forma Basis with the covenants set forth in Section 8.11 (each in accordance with Section 1.10, if applicable), investments from the Available Amount; and (u) investments made during a Collateral Suspension Period. For purposes of covenant compliance, the amount of any investment shall be the amount actually invested (with respect to any investment made other than in the form of cash or Cash Equivalents, valued at the fair market value thereof (as reasonably determined by the Borrower in good faith) at the time of the making thereof)of any such purchase or acquisition, without adjustment for subsequent increases before and after giving effect thereto: (i) no Default exists or decreases would result therefrom; (ii) the target Person or group of Persons, business unit or Equity Interests, as applicable, are in the value same or similar line of business as the Loan Parties; (iii) the Borrower is in pro forma compliance with the financial covenants set forth in Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent) applicable to the Rolling Period ending on the last day of the fiscal quarter during which such investmentpurchase or acquisition is to be made, as evidenced by a certificate executed by a Responsible Officer attaching the supporting detail for such calculations; (iv) the Loan Parties have Liquidity of not less than 10% of Availability; and (v) the Loan Party making such purchase or acquisition promptly complies with its obligations under Sections 8.12 and 8.14, as applicable; (k) Investments in any amount repaidSubsidiary in a similar business to the Loan Parties that is designated as an Unrestricted Subsidiary, returned, distributed or otherwise received in respect so long as at the time of any investmentsuch Investment, before and after giving effect thereto: (i) no Default exists or would result therefrom; (ii) the Borrower is in each casepro forma compliance with the financial covenants set forth in Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent) applicable to the Rolling Period ending on the last day of the fiscal quarter during which such Investment is to be made, as evidenced by a certificate executed by a Responsible Officer attaching the supporting detail for such calculations; (iii) the Loan Parties have Liquidity of not less than 10% of Availability; (iv) all of the present and future capital stock or other Equity Interests in cashsuch Unrestricted Subsidiary owned or held of record by any Loan Party are subject to a perfected first-priority security interest in favor of the Administrative Agent; and (v) the aggregate Investments in any Unrestricted Subsidiary shall not at any time exceed $2,500,000, individually, and the aggregate amount of any investment constituting a Guarantee such Investments under this clause (k) shall be determined as stated not exceed $7,500,000 in the definition of “Guarantee.” Any investment aggregate at any time; (l) Investments in any Person Restricted Joint Venture, so long as at the time of any such Investment, before and after giving effect thereto: (i) no Default exists or would result therefrom; (ii) the Borrower is in pro forma compliance with the financial covenants set forth in Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent) applicable to the Rolling Period ending on the last day of the fiscal quarter during which such Investment is to be made, as evidenced by a certificate executed by a Responsible Officer attaching the supporting detail for such calculations; (iii) the Loan Parties have Liquidity of not less than 10% of Availability; (iv) all of the present and future capital stock or other than Equity Interests in such Restricted Joint Venture owned or held of record by a Loan Party that are subject to a perfected first-priority security interest in favor of the Administrative Agent; and (v) Investments made in any Restricted Joint Venture under this clause (l) during the term of this Agreement shall not exceed an aggregate amount of $10,000,000 for each Restricted Joint Venture, individually, and the total amount of all such Investments under this clause (l) shall not exceed an aggregate amount of $30,000,000 for all Restricted Joint Ventures; and (m) Investments made by the Borrower pursuant to and in accordance with the terms and conditions of the IPO Contribution Agreement; (n) Investments made by the Borrower after the Qualifying IPO Effective Date pursuant to and in accordance with the terms and conditions of any other Contribution Agreement with respect to any Permitted Drop Down; provided that: (i) such Investment is otherwise permitted approved by this the appropriate conflicts committee of each acquiring Loan Party and each Person transferring the relevant Midstream Properties or Equity Interests, as the case may be; (ii) before and after giving effect to such acquisition: (A) no Default exists or would result therefrom; (B) the Borrower is in pro forma compliance with the financial covenants set forth in Section 8.04 may 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent) applicable to the Rolling Period ending on the last day of the fiscal quarter during which such acquisition is to be made through intermediate investments in Restricted Subsidiaries that are not made, as evidenced by a certificate executed by a Responsible Officer attaching the supporting detail for such calculations; and (C) the Loan Parties and have Liquidity of not less than 10% of Availability; and (iii) within 30 days after the consummation of such intermediate investments shall be disregarded for purposes of determining the outstanding amount of investments pursuant to any clause set forth above. For purposes of determining compliance with this Section 8.04, if an investment meets, in whole or in part, the criteria of one or more of the categories of investments Permitted Drop Down (or any portion thereof) permitted in this Section 8.04, such later date as the Borrower may, Administrative Agent agrees in its sole discretion), classify or divide the acquiring Loan Party and, if applicable, any acquired Subsidiary (A) shall comply with its obligations under Sections 8.12 through 8.14, as applicable, with respect to such investment acquired Midstream Properties and/or Equity Interests, as the case may be, (or B) with respect to any portion thereof) acquired Midstream Properties constituting real Property, shall deliver a Mortgage in any manner that complies with this Section 8.04 and will be entitled to only include the amount and type of such investment (or any portion thereof) in one favor of the above clauses Administrative Agent with respect to such real Property, and (C) with respect to any acquired real Property constituting a Processing Plant, shall, if requested by the Administrative Agent, deliver a mortgagee title insurance policy and survey with respect to such investment will be treated as being incurred pursuant Processing Plant, in each case in form and substance reasonably satisfactory to only such clause or clauses the Administrative Agent; and (or o) other Investments made by the Loan Parties not to exceed $2,500,000 in the aggregate at any portion thereof)time.

Investments, Loans, Advances and Acquisitions. The Borrower will not, and will not permit any Restricted Subsidiary to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Subsidiary prior to such merger) any Equity Interests, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, make or permit to exist any investment (including by way of Guarantees) or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (whether through purchase of assets, merger or otherwise), except: (a) investments in cash and Cash Equivalents; (b) investments in existence on the Closing Date and described in Schedule 8.04 and amendments, extensions and renewals thereof that do not increase the amount thereof and investments reflected on Schedule 6.01; (c) operating deposit accounts with depository institutions and other ordinary course cash management; (d) investments received in connection with a disposition permitted under Section 8.05(h) or (i); (e) purchases of inventory and other assets to be sold or used in the ordinary course of business; (f) investments by (i) any Loan Party in any Loan Party, (ii) any Restricted Subsidiary that is not a Loan Party in the Borrower or any other Restricted Subsidiary and (iii) any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that the aggregate principal amount of investments outstanding pursuant to this clause (iii) shall not exceed the greater of $150,000,000 and 7.0% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstanding; (g) loans and advances to employees in the ordinary course of business not exceeding $10,000,000 in the aggregate; (h) investments in the form of Swap Contracts permitted by Section 8.01(h); (i) deposits to secure bids, tenders, utilities, vendors, leases, licenses, statutory obligations, surety and appeal bonds, performance bonds and other deposits of like nature arising in the ordinary course of business; (j) investments by any Receivables Financing SPC, the Borrower or any Restricted Subsidiary in a Receivables Financing SPC in each case made in connection with a Permitted Receivables Financing, and loans permitted by the applicable Permitted Receivables Financing that are made by the Borrower or a Restricted Subsidiary to a Receivables Financing SPC or by a Receivables Financing SPC to the Borrower or a Restricted Subsidiary in connection therewith; (k) the Farm Credit Equities and any other stock or securities of, or investments in, a Farm Credit Lender or its investment services or programs; (l) investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors or other disputes with customers or suppliers and investments consisting of the prepayment of suppliers and service providers on customary terms in the ordinary course of business; (m) Guarantees of Indebtedness permitted by Section 8.01 and of other obligations otherwise permitted hereunder; (n) investments in prepaid expenses, utility and workers’ compensation, performance and other similar deposits, each as entered into in the ordinary course of business; (o) investments consisting of the licensing, sublicensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons; (p) investments to the extent made with (i) Qualified Equity Interests of the Borrower or (ii) the cash proceeds of any Equity Issuance by the Borrower so long as such investment is consummated within 90 days of such Equity Issuance (provided that such cash proceeds shall not be included in the Available Amount); (q) additional investments in an aggregate amount not to exceed the greater of $250,000,000 and 11.5% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstanding; (r) the Transactions and Permitted Acquisitions; (s) other investments so long as, on a Pro Forma Basis immediately after the making of any such investment, the Consolidated Net Leverage Ratio does not exceed 3.75 to 1.00; (t) subject to the absence of any continuing Event of Default and compliance by the Borrower on a Pro Forma Basis with the covenants set forth in Section 8.11 (each in accordance with Section 1.10, if applicable), investments from the Available Amount; and (u) investments made during a Collateral Suspension Period. For purposes of covenant compliance, the amount of any investment shall be the amount actually invested (with respect to any investment made other than in the form of cash or Cash Equivalents, valued at the fair market value thereof (as reasonably determined by the Borrower in good faith) at the time of the making thereof), without adjustment for subsequent increases or decreases in the value of such investment, less any amount repaid, returned, distributed or otherwise received in respect of any investment, in each case, in cash, and the amount of any investment constituting a Guarantee shall be determined as stated in the definition of “Guarantee.” Any investment in any Person other than a Loan Party that is otherwise permitted by this Section 8.04 may be made through intermediate investments in Restricted Subsidiaries that are not Loan Parties and such intermediate investments shall be disregarded for purposes of determining the outstanding amount of investments pursuant to any clause set forth above. For purposes of determining compliance with this Section 8.04, if an investment meets, in whole or in part, the criteria of one or more of the categories of investments (or any portion thereof) permitted in this Section 8.04, the Borrower may, in its sole discretion, classify or divide such investment (or any portion thereof) in any manner that complies with this Section 8.04 and will be entitled to only include the amount and type of such investment (or any portion thereof) in one of the above clauses and such investment will be treated as being incurred pursuant to only such clause or clauses (or any portion thereof).

Investments, Loans, Advances and Acquisitions. The Borrower Borrowers will not, and will not permit any Restricted Subsidiary of their respective subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Subsidiary prior to such merger) any Equity Interestscapital stock, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, or make or permit to exist any investment (including by way of Guarantees) or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (whether through purchase of assets, merger or otherwise) or make any Acquisition (each of the foregoing, an “Investment”), except: (a) investments Permitted Investments, subject to control agreements in cash and Cash Equivalentsfavor of the Administrative Agent for the benefit of the Secured Parties or otherwise subject to a perfected security interest in favor of the Administrative Agent for the benefit of the Secured Parties; (b) investments in existence Investments existing on the Closing Date and described date hereof by any Borrower in Schedule 8.04 and amendments, extensions and renewals thereof that do not increase the amount thereof and investments reflected on Schedule 6.01Equity Interests of its subsidiaries; (c) operating deposit accounts loans or advances made by a Loan Party to any other Loan Party (other than Parent) in accordance with depository institutions and other ordinary course cash managementSection 6.01; (d) investments received in connection with Investments or capital contributions made by a disposition permitted under Section 8.05(h) or Loan Party to any other Loan Party (iother than Parent); (e) purchases other Investments, loans and advances in existence on the date of inventory this Agreement and other assets to be sold or used described in the ordinary course of businessSchedule 6.04; (f) investments loans or advances made by (i) any Loan Party in any Loan Party, (ii) any Restricted Subsidiary that is not a Loan Party in the Borrower or any (other Restricted Subsidiary and (iiithan Parent) any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that the aggregate principal amount of investments outstanding pursuant to this clause (iii) shall not exceed the greater of $150,000,000 and 7.0% of Consolidated Total Assets (as shown its employees on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstanding; (g) loans and advances to employees an arms-length basis in the ordinary course of business not exceeding for travel and entertainment expenses, relocation costs and similar purposes (up to a maximum of $10,000,000 1,000,000 in the aggregateaggregate at any one time outstanding), and loans or advances to directors, officers or employees of any Loan Party the proceeds of which are concurrently used to purchase Equity Interests in such Loan Party; (g) [INTENTIONALLY OMITTED]; (h) investments Investments incurred in order to consummate Permitted Acquisitions, provided that (i) the consideration for all such Acquisitions, in the form aggregate does not exceed $100,000,000, provided further that such $100,000,000 limit shall be increased on a dollar for dollar basis by the cash proceeds of Swap Contracts any issuance of Sponsor Subordinated Debt or equity contribution (other than equity contributions made for purposes of allowing additional Investments pursuant to Sections 6.04 (l), (p) or (q) to fund repurchases or redemptions permitted by Section 8.01(h6.06, allowing additional Capital Expenditures pursuant to Section 6.10 or for purposes of satisfying the covenants contained in Section 6.11), (ii) at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, (iii) immediately after giving effect thereto, the Leverage Ratio of the Borrowers, as of the last day of the Fiscal Quarter ended immediately prior to the date of consummation of such Acquisition and after giving pro forma effect to such Acquisition does not increase above the greater of either (A) the amount it had been at or on such date or (B) an amount that is no more than 0.25 less than the level permitted by Section 6.11(a) at the end of the then current Fiscal Quarter, (iv) the Loan Parties shall have obtained the prior, effective written consent or approval to such Acquisition of the board of directors or equivalent governing body of the Person being acquired or whose assets are being acquired and (v) such Acquisition consists exclusively of (A) assets located only in the United States or Canada, (B) a Person organized under the laws of the United States or any state thereof or Canada or any province thereof, so long as such Person becomes a Loan Party, or (C) assets located in, or Persons organized under the laws of, other jurisdictions, in an aggregate amount, when aggregated with Investments made pursuant to Section 6.04(l), do not exceed $75,000,000 at any time outstanding, which foreign Investments shall be Controlled at all times by the Borrowers unless the Person holding such acquired assets, or the acquired Person, is an Excluded Joint Venture, provided further that such $75,000,000 limit shall be increased on a dollar for dollar basis by the cash proceeds of any equity contribution or proceeds from the issuance of Sponsor Subordinated Debt, other than equity contributions or issuances of Indebtedness made for purposes of allowing additional Investments or Acquisitions pursuant to Section 6.04(h)(i), to fund repurchases or redemptions permitted by Section 6.06, for purposes of allowing additional Capital Expenditures pursuant to Section 6.10 or for purposes of satisfying the covenants contained in Section 6.11(a) or (c), (vi) all material governmental and material third-party approvals necessary in connection with such Acquisition shall have been obtained and be in full force and effect, (vii) if acquiring a Person, such Person becomes (A) a wholly-owned subsidiary of a Borrower or (B) an Excluded Joint Venture and (viii) on or before the date of consummation of such Acquisition, the Administrative Agent shall have received (A) all documents required by the provisions of Section 5.10 with respect to any Person purchased or formed in such Acquisition and (B) if the amount of such Acquisition exceeds $10,000,000, a certificate of the Administrative Borrower executed by its chief financial officer or chief executive officer certifying to the Administrative Agent and the Lenders as to the matters set forth in the foregoing clauses (i) through (viii); (i) deposits to secure bids, tenders, utilities, vendors, leases, licenses, statutory Investments (including debt obligations, surety and appeal bonds, performance bonds and other deposits of like nature arising in the ordinary course of business; (j) investments by any Receivables Financing SPC, the Borrower or any Restricted Subsidiary in a Receivables Financing SPC in each case made received in connection with a Permitted Receivables Financingthe bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and loans permitted by the applicable Permitted Receivables Financing that are made by the Borrower or a Restricted Subsidiary to a Receivables Financing SPC or by a Receivables Financing SPC to the Borrower or a Restricted Subsidiary in connection therewith; (k) the Farm Credit Equities other disputes with, customers and any other stock or securities of, or investments in, a Farm Credit Lender or its investment services or programs; (l) investments consisting of extensions of credit in the nature of accounts receivable or notes receivable suppliers arising from the grant of trade credit in the ordinary course of business, and investments Investments (including debt obligations) received as consideration for any disposition permitted by Section 6.03(a)(viii) or (ix), to the extent that such consideration is not required thereunder to be paid in satisfaction or partial satisfaction thereof from financially troubled account debtors or other disputes with customers or suppliers and investments consisting of the prepayment of suppliers and service providers on customary terms in the ordinary course of businesscash; (mj) Guarantees Investments of Indebtedness permitted by Section 8.01 and of other obligations the Loan Parties under any Swap Agreement otherwise permitted hereunder; (nk) investments Investments of any Loan Party existing at the time such Loan Party is acquired pursuant to a Permitted Acquisition, provided such Investment was not incurred in prepaid expensesconnection with, utility and workers’ compensationor in anticipation or contemplation of, performance and other similar deposits, each as entered into in the ordinary course of businesssuch Acquisition; (ol) investments consisting Investments by the Loan Parties in joint ventures, Foreign Subsidiaries, or other Investments, so long as (A) at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, (B) the Leverage Ratio of the licensingBorrowers, sublicensing or contribution as of intellectual property pursuant the last day of the Fiscal Quarter ended immediately prior to joint marketing arrangements the date of such Investment and after giving pro forma effect to such Investment, does not increase above the level permitted by Section 6.11(a) at the end of the current Fiscal Quarter and (C) if such Investment constitutes an Acquisition, the Loan Parties shall have complied with other Personsclauses (iv), (v), (vi), and (viii) of Section 6.04(h) with respect thereto; (pm) investments Investments by the Loan Parties in new domestic subsidiaries, so long as the Loan Parties and such subsidiaries are in compliance with Section 5.10 with respect thereto, provided that, in each case, to the extent made such new subsidiary is created solely for the purpose of consummating a merger transaction pursuant to a Permitted Acquisition, and such new subsidiary at no time holds any assets or liabilities other than any merger consideration contributed to it contemporaneously with (i) Qualified Equity Interests of the Borrower or (ii) the cash proceeds of any Equity Issuance by the Borrower so long as such investment is consummated within 90 days closing of such Equity Issuance (provided that merger transactions, such cash proceeds new subsidiary shall not be included required to take the actions set forth in Section 5.10, as applicable, until the Available Amountrespective acquisition is consummated (at which time the surviving entity of the respective merger transaction shall be required to so comply promptly (and in any event within 10 Business Days); (qn) additional investments so long as the Loan Parties have complied with Section 5.10 with respect thereto, other Investments in an aggregate amount not to exceed $20,000,000 at any time outstanding, provided that if such Investment constitutes an Acquisition, the greater Loan Parties shall have complied with clauses (ii), (iv), (v), (vi) and (viii) of $250,000,000 Section 6.04(h) with respect thereto; (o) loans or advances to suppliers of plasma to the Borrowers in the ordinary course of business and 11.5% consistent with past practice; (p) other Acquisitions; provided that (i) such Acquisitions are otherwise permitted herein, (ii) the consideration for such Acquisitions consists exclusively of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements Equity Interests of the Borrower delivered Parent, (iii) the issuance of such Equity Interests in connection with such Acquisition will not result in a Change of Control and (iv) such Acquisition will comply with sub-clauses (ii), (iii), (iv), (v), (vi), (vii) and (viii) of Section 6.04(h); and (q) Investments incurred in order to consummate any of the Preplanned Investments, provided that (i) the aggregate consideration for all such Preplanned Investment, in the aggregate does not exceed $50,000,000 at any time outstanding, provided further that such $50,000,000 limit shall be increased on a dollar for dollar basis by the cash proceeds of any Sponsor Subordinated Debt or equity contribution (other than equity contributions or issuances of Indebtedness made for purposes of allowing additional Investments pursuant to Section 7.01(a6.04(h), (l) or (bp), to fund repurchases or redemptions permitted by Section 6.06, allowing additional Capital Expenditures pursuant to Section 6.10 or for purposes of satisfying the covenants contained in Section 6.11), (ii) at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, (iii) the Leverage Ratio of the Borrowers, as of the last day of the Fiscal Quarter ended immediately prior to the date of consummation of such Preplanned Investment and after giving pro forma effect to such Preplanned Investment does not increase above the making thereof) amount it had been at any time outstanding; or on such date, (riv) the Transactions Loan Parties shall have obtained the prior, effective written consent or approval to such Acquisition of the board of directors or equivalent governing body of the Person being acquired or whose assets are being acquired, (v) all material governmental and Permitted Acquisitions; material third-party approvals necessary in connection with such Preplanned Investment shall have been obtained and be in full force and effect, (svi) other investments so long asif acquiring a Person, such Person becomes a wholly-owned Subsidiary of a Borrower, (vii) on a Pro Forma Basis immediately after or before the making date of any consummation of such investmentPreplanned Investment, the Consolidated Net Leverage Ratio does not exceed 3.75 to 1.00; Administrative Agent shall have received (tA) subject to the absence of any continuing Event of Default and compliance all documents required by the Borrower on a Pro Forma Basis with the covenants set forth in provisions of Section 8.11 (each in accordance with Section 1.10, if applicable), investments from the Available Amount; and (u) investments made during a Collateral Suspension Period. For purposes of covenant compliance, the amount of any investment shall be the amount actually invested (5.10 with respect to any investment made other than Person purchased or formed in the form of cash or Cash Equivalents, valued at the fair market value thereof such Preplanned Investment and (as reasonably determined by the Borrower in good faithB) at the time of the making thereof), without adjustment for subsequent increases or decreases in the value of such investment, less any amount repaid, returned, distributed or otherwise received in respect of any investment, in each case, in cash, and if the amount of any investment constituting such Preplanned Investment exceeds $10,000,000, a Guarantee shall be determined certificate of the Administrative Borrower executed by its chief financial officer or chief executive officer certifying to the Administrative Agent and the Lenders as stated to the matters set forth in the definition of “Guarantee.” Any investment in any Person other than a Loan Party that is otherwise permitted by this Section 8.04 may be made through intermediate investments in Restricted Subsidiaries that are not Loan Parties and such intermediate investments shall be disregarded for purposes of determining the outstanding amount of investments pursuant to any clause set forth above. For purposes of determining compliance with this Section 8.04, if an investment meets, in whole or in part, the criteria of one or more of the categories of investments (or any portion thereof) permitted in this Section 8.04, the Borrower may, in its sole discretion, classify or divide such investment (or any portion thereof) in any manner that complies with this Section 8.04 and will be entitled to only include the amount and type of such investment (or any portion thereof) in one of the above clauses and such investment will be treated as being incurred pursuant to only such clause or foregoing clauses (or any portion thereofi) through (vi).

Investments, Loans, Advances and Acquisitions. The Borrower Company will not, and will not permit any Restricted Subsidiary to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Subsidiary prior to such merger) any Equity Interests, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, make or permit to exist retain any investment (including by way whether through the purchase of Guaranteesstock, obligations, capital contributions or otherwise) in or make any other interest inloan or advance to, any other Person, or purchase acquire substantially as an entirety the Property or otherwise acquire (in one transaction or a series of transactions) any assets business of any other Person constituting a business unit (whether through purchase of assetsPerson, merger or otherwise), exceptother than: (a) investments in cash certificates of deposit having a maturity of two years or less issued by any Bank or any other commercial bank having a long-term rating at the time of investment of at least AA by Standard & Poor’s Ratings Services Group, a division of The MxXxxx-Xxxx Companies, Inc. (“S&P”) or Aa by Mxxxx’x Investor Services, Inc. (“Moody’s”) and Cash Equivalentsa short-term rating at the time of investment of A-1 from S&P or P-1 from Moody’s; (b) investments in existence on commercial paper rated at the Closing Date and described in Schedule 8.04 and amendments, extensions and renewals thereof that do not increase time of investment P-1 by Moody’s or A-1 by S&P maturing within 270 days of the amount thereof and investments reflected on Schedule 6.01date of issuance thereof; (c) operating deposit accounts with depository institutions and other ordinary course cash managementinvestments shown on the financial statements referred to in Section 5.2 in existing Subsidiaries; (d) investments received in connection with a disposition permitted under Section 8.05(h) acquisitions of the Property or business of any Person, provided (i)) that no Potential Default or Event of Default shall then exist after giving effect to such acquisition and no change of the voting control or management of the Company shall result therefrom; (ii) that the aggregate purchase price (including the principal amount of obligations assumed by the Company or a Subsidiary) paid in any single acquisition shall not exceed $25,000,000 and (iii) that the aggregate purchase price (determined as described above) paid in all such acquisitions made prior to the Revolving Credit Termination Date shall not exceed $35,000,000; (e) purchases marketable full faith and credit obligations of inventory the United States of America or of any agency thereof for which the full faith and other assets to be sold or used in credit of the ordinary course United States of businessAmerica has been pledged; (f) investments repurchase, reverse repurchase and security lending agreements collateralized by securities of the type described in subsection (i) any Loan Party in any Loan Partye), (ii) any Restricted Subsidiary that is not a Loan Party in the Borrower or any other Restricted Subsidiary and (iii) any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that the aggregate principal amount Company or Subsidiary, as the case may be, which is a party to such arrangement shall hold (individually or through an agent or bailee) all securities relating thereto during the entire term of investments outstanding pursuant to this clause (iii) shall not exceed the greater of $150,000,000 and 7.0% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstandingeach such arrangement; (g) loans municipal debt securities commonly known as “lower floaters” or “variable rate demand notes” so long as (i) such securities provide that the owner thereof may require that such securities be bought from it upon 7 days notice by such owner, and advances to employees in (ii) such securities shall have a long-term rating at the ordinary course time of business not exceeding $10,000,000 in investment of at least AA by S&P or Aa by Moody’s and a short-term rating at the aggregatetime of investment of A-1 from S&P or P-1 from Moody’s; (h) investments in the form an aggregate principal amount of Swap Contracts up to $1,000,000 and not otherwise permitted by Section 8.01(h)this Section, in certificates of deposit in any commercial bank; (i) deposits investments in and loans and advances to secure bids, tenders, utilities, vendors, leases, licenses, statutory obligations, surety and appeal bonds, performance bonds and the Company or any Subsidiary by the Company or any other deposits of like nature arising in the ordinary course of business;Subsidiary; and (j) investments by any Receivables Financing SPC, the Borrower or any Restricted Subsidiary a loan in a Receivables Financing SPC in each case made in connection with a Permitted Receivables Financing, and loans permitted by the applicable Permitted Receivables Financing that are made by the Borrower or a Restricted Subsidiary to a Receivables Financing SPC or by a Receivables Financing SPC to the Borrower or a Restricted Subsidiary in connection therewith; (k) the Farm Credit Equities and any other stock or securities of, or investments in, a Farm Credit Lender or its investment services or programs; (l) investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors or other disputes with customers or suppliers and investments consisting of the prepayment of suppliers and service providers on customary terms in the ordinary course of business; (m) Guarantees of Indebtedness permitted by Section 8.01 and of other obligations otherwise permitted hereunder; (n) investments in prepaid expenses, utility and workers’ compensation, performance and other similar deposits, each as entered into in the ordinary course of business; (o) investments consisting of the licensing, sublicensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons; (p) investments to the extent made with (i) Qualified Equity Interests of the Borrower or (ii) the cash proceeds of any Equity Issuance by the Borrower so long as such investment is consummated within 90 days of such Equity Issuance (provided that such cash proceeds shall not be included in the Available Amount); (q) additional investments in an aggregate principal amount not to exceed the greater of $250,000,000 and 11.5% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior 500,000 to the date of the making thereof) at any time outstanding; (r) the Transactions and Permitted Acquisitions; (s) other investments so long as, on a Pro Forma Basis immediately after the making of any such investment, the Consolidated Net Leverage Ratio does not exceed 3.75 to 1.00; (t) subject to the absence of any continuing Event of Default and compliance by the Borrower on a Pro Forma Basis with the covenants set forth in Section 8.11 (each in accordance with Section 1.10, if applicable), investments from the Available Amount; and (u) investments made during a Collateral Suspension Period. For purposes of covenant compliance, the amount of any investment shall be the amount actually invested (with respect to any investment made other than in the form of cash or Cash Equivalents, valued at the fair market value thereof (as reasonably determined by the Borrower in good faith) at the time of the making thereof), without adjustment for subsequent increases or decreases in the value of such investment, less any amount repaid, returned, distributed or otherwise received in respect of any investment, in each case, in cash, and the amount of any investment constituting a Guarantee shall be determined as stated in the definition of “GuaranteeCompany’s employees’ stock ownership plan.” Any investment in any Person other than a Loan Party that is otherwise permitted by this Section 8.04 may be made through intermediate investments in Restricted Subsidiaries that are not Loan Parties and such intermediate investments shall be disregarded for purposes of determining the outstanding amount of investments pursuant to any clause set forth above. For purposes of determining compliance with this Section 8.04, if an investment meets, in whole or in part, the criteria of one or more of the categories of investments (or any portion thereof) permitted in this Section 8.04, the Borrower may, in its sole discretion, classify or divide such investment (or any portion thereof) in any manner that complies with this Section 8.04 and will be entitled to only include the amount and type of such investment (or any portion thereof) in one of the above clauses and such investment will be treated as being incurred pursuant to only such clause or clauses (or any portion thereof).

Investments, Loans, Advances and Acquisitions. The Borrower will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Subsidiary prior to such merger) any Equity Interestscapital stock, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoingforegoing but excluding Restricted Payments permitted by Section 6.07) of, make or permit to exist any loans or advances to, make or permit to exist any investment (including by way of Guarantees) or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any Person or any assets of any other Person constituting a business unit (whether through purchase of assets, merger or otherwise)unit, except: (a) investments in cash and Cash EquivalentsPermitted Investments; (b) investments in existence on the Closing Date and described in Schedule 8.04 and amendments, extensions and renewals thereof that do not increase the amount thereof and investments reflected on Schedule 6.01Permitted Acquisitions; (c) investments by the Borrower and its Subsidiaries existing on the date hereof; (d) investments, loans, advances or capital contributions made by the Borrower in or to any Subsidiary and made by any Subsidiary in or to the Borrower or any other Subsidiary (provided that not more than an aggregate amount of $5,000,000 in investments, loans, advances or capital contributions may be made and remain outstanding, at any time, by Loan Parties to Subsidiaries which are not Loan Parties); (e) operating deposit accounts with depository institutions and other ordinary course cash managementinstitutions; (df) investments received in connection with a disposition permitted under Section 8.05(h6.03 and investments (including debt obligations) received in the ordinary course of business by the Borrower or (i)any Subsidiary in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising out of the ordinary course of business; (eg) purchases of inventory and other assets to be sold or used in the ordinary course of business and, to the extent constituting investments or loans, accounts receivable or notes receivable arising in the ordinary course of business; (f) investments by (i) any Loan Party in any Loan Party, (ii) any Restricted Subsidiary that is not a Loan Party in the Borrower or any other Restricted Subsidiary and (iii) any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that the aggregate principal amount of investments outstanding pursuant to this clause (iii) shall not exceed the greater of $150,000,000 and 7.0% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstanding; (gh) loans and advances to employees in the ordinary course of business not exceeding $10,000,000 2,500,000 in the aggregateaggregate at any time outstanding; (hi) investments in the form of Swap Contracts Agreements permitted by under Section 8.01(h)6.05; (ij) deposits to secure bids, tenders, utilities, vendors, leases, licenses, statutory obligations, surety and appeal bonds, performance bonds and other deposits of like nature arising in the ordinary course of business; (jk) investments by any Receivables Financing SPC, the Borrower or any Restricted Subsidiary in a Receivables Financing SPC in of Subsidiaries, each case of which (i) existed before the time of acquisition of the Person or assets of the Person who made such investment and (ii) was not made in connection with a Permitted Receivables Financing, and loans permitted by the applicable Permitted Receivables Financing that are made by the Borrower or a Restricted Subsidiary to a Receivables Financing SPC or by a Receivables Financing SPC to the Borrower or a Restricted Subsidiary in connection therewith; (k) the Farm Credit Equities and any other stock or securities of, or investments in, a Farm Credit Lender or its investment services or programsanticipation of such acquisition; (l) investments consisting of extensions of credit in the nature China Joint Venture so long as the aggregate amount of accounts receivable or notes receivable arising from such investments does not exceed $10,000,000 during the grant term of trade credit in the ordinary course of business, and investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors or other disputes with customers or suppliers and investments consisting of the prepayment of suppliers and service providers on customary terms in the ordinary course of business;this Agreement; and (m) Guarantees of Indebtedness permitted by Section 8.01 and of any other obligations otherwise permitted hereunder; investment, loan or advance (nother than acquisitions) investments in prepaid expenses, utility and workers’ compensation, performance and other similar deposits, each as entered into in the ordinary course of business; (o) investments consisting of the licensing, sublicensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons; (p) investments to the extent made with (i) Qualified Equity Interests of the Borrower or (ii) the cash proceeds of any Equity Issuance by the Borrower so long as such investment is consummated within 90 days of such Equity Issuance (provided that such cash proceeds shall not be included in the Available Amount); (q) additional investments in an aggregate amount not to exceed the greater of $250,000,000 all such investments, loans and 11.5% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstanding; (r) the Transactions and Permitted Acquisitions; (s) other investments so long as, on a Pro Forma Basis immediately after the making of any such investment, the Consolidated Net Leverage Ratio advances does not exceed 3.75 to 1.00; (t) subject to $10,000,000 during the absence term of any continuing Event of Default this Agreement. It is understood and compliance by the Borrower on a Pro Forma Basis with the covenants set forth in Section 8.11 (each in accordance with Section 1.10, if applicable), investments from the Available Amount; and (u) investments made during a Collateral Suspension Period. For purposes of covenant compliance, the amount of any investment shall be the amount actually invested (with respect to any investment made other than in the form of cash or Cash Equivalents, valued at the fair market value thereof (as reasonably determined by the Borrower in good faith) at the time of the making thereof), without adjustment for subsequent increases or decreases in the value of such investment, less any amount repaid, returned, distributed or otherwise received in respect of any investment, in each case, in cash, and the amount of any investment constituting a Guarantee shall be determined as stated in the definition of “Guarantee.” Any investment in any Person other than a Loan Party agreed that is otherwise permitted by this Section 8.04 may be made through intermediate investments in Restricted Subsidiaries that are not Loan Parties and such intermediate investments shall be disregarded for purposes of determining the value of any investment outstanding for purposes of this Section 6.04, such amount shall deemed to be the amount of investments pursuant to such investment when made, purchased or acquired less any clause set forth above. For purposes of determining compliance with this Section 8.04, if an investment meets, in whole or in part, the criteria of one or more of the categories of investments (or any portion thereof) permitted in this Section 8.04, the Borrower may, in its sole discretion, classify or divide returns on such investment (or any portion thereof) in any manner that complies with this Section 8.04 and will be entitled not to only include exceed the original amount and type of such investment (or any portion thereof) in one of the above clauses and such investment will be treated as being incurred pursuant to only such clause or clauses (or any portion thereofinvested).

Investments, Loans, Advances and Acquisitions. The Borrower will not, and will not permit any Restricted Subsidiary to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Subsidiary prior to such merger) any Equity Interests, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, make or permit to exist any investment (including by way of Guarantees) or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (whether through purchase of assets, merger or otherwise), except: (a) investments in cash cash, Cash Equivalents and Cash EquivalentsPermitted Acquisitions; (b) investments in existence on the Closing Effective Date and described in Schedule 8.04 and amendments, extensions and renewals thereof that do not increase the amount thereof and investments reflected on Schedule 6.016.04; (c) operating deposit accounts with depository institutions and other ordinary course cash managementinstitutions; (d) investments received in connection with a disposition permitted under Section 8.05(h) or (i)6.05; (e) purchases of inventory and other assets to be sold or used in the ordinary course of business; (f) investments by (i) any Subsidiary of the Borrower in any Loan Party, investments by any Loan Party in any Loan Party, (ii) any Restricted Subsidiary that is not a other Loan Party in the Borrower or any other Restricted Subsidiary (including, but not limited to, intercompany loans) and (iii) any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that the aggregate principal amount of investments outstanding pursuant to this clause (iii) shall not exceed the greater of $150,000,000 and 7.0% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements by Subsidiaries of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date that are not Loan Parties in Subsidiaries of the making thereof) at any time outstandingBorrower that are not Loan Parties; (g) Investments by the Borrower and its Restricted Subsidiaries in the Equity Interests of their Subsidiaries to the extent outstanding as of the Effective Date; (h) loans and advances to employees in the ordinary course of business not exceeding $10,000,000 in the aggregate; (hi) investments in the form of Swap Contracts Agreements permitted by Section 8.01(h)6.01; (ij) deposits to secure bids, tenders, utilities, vendors, leases, licenses, statutory obligations, surety and appeal bonds, performance bonds and other deposits of like nature arising in the ordinary course of business; (jk) investments by any Receivables Financing SPC, the Borrower SPC or any Restricted Subsidiary Loan Party in a Receivables Financing SPC in each case made in connection with a Permitted Receivables Financing, and loans permitted by the applicable Permitted Receivables Financing that are made by the Borrower or a Restricted Subsidiary Loan Party to a Receivables Financing SPC or by a Receivables Financing SPC to the Borrower or a Restricted Subsidiary Loan Party in connection therewith; (kl) investments acquired through a Permitted Acquisition, each of which (i) existed before the Farm Credit Equities time of acquisition of the Person or assets of the Person who made such investment and any other stock or securities of, or investments in, a Farm Credit Lender or its investment services or programs(ii) was not made in anticipation of such acquisition; (lm) investments by the Borrower and its Subsidiaries in a Captive Insurance Company in a cumulative amount from the Effective Date not to exceed $75,000,000; (n) investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors or other disputes with customers or suppliers to the extent reasonably necessary in order to prevent or limit loss and investments Investments consisting of the prepayment of suppliers and service providers on customary terms in the ordinary course of business; (mo) Guarantees of Indebtedness permitted by Section 8.01 and of other obligations otherwise permitted hereunder; (n) investments in prepaid expenses, utility and workers’ compensation, performance and other similar deposits, each as entered into in the ordinary course of business; (o) investments consisting of the licensing, sublicensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons6.01; (p) to the extent permitted by Section 6.05, non-cash consideration received in connection with sales or dispositions; (q) to the extent constituting an investment by such Person, the payment, prepayment, redemption or acquisition for value of Indebtedness of such Person permitted by this Agreement; (r) investments to the extent made with (i) Qualified Equity Interests of the Borrower or (ii) the cash proceeds of any an Equity Issuance by the Borrower Borrower, so long as such investment is consummated within 90 days of such Equity Issuance (provided that such cash proceeds shall not be included in the Available Amount)Issuance; (qs) additional investments in Unrestricted Subsidiaries during any fiscal year in an amount equal to the aggregate amount of dividends and other distributions received by the Borrower or its Restricted Subsidiaries from Unrestricted Subsidiaries and payments of Indebtedness by an Unrestricted Subsidiary to the Borrower or a Restricted Subsidiary during such fiscal year; and (t) additional investments during any fiscal year in an aggregate amount not to exceed exceeding the greater of $250,000,000 and 11.5% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior Annual Investment Limitation for such fiscal year; provided that to the date of the making thereofextent that (i) at any time outstanding; (r) the Transactions and Permitted Acquisitions; (s) other investments so long as, on a Pro Forma Basis immediately after the making of subsequent to any such investment, the Consolidated Net Leverage Ratio does investment but not exceed 3.75 to 1.00; (t) subject to the absence of any continuing Event of Default and compliance by the Borrower on a Pro Forma Basis with the covenants set forth in Section 8.11 (each in accordance with Section 1.10, if applicable), investments from the Available Amount; and (u) investments made during a Collateral Suspension Period. For purposes of covenant compliance, the amount of any investment shall be the amount actually invested (with respect to any investment made other later than in the form of cash or Cash Equivalents, valued at the fair market value thereof (as reasonably determined by the Borrower in good faith) at the time of the making thereof), without adjustment for subsequent increases or decreases in the value of such investment, less any amount repaid, returned, distributed or otherwise received in respect of any investment, in each case, in cash, and the amount of any investment constituting a Guarantee shall be determined as stated in the definition of “Guarantee.” Any investment in any Person other than a Loan Party that is otherwise permitted by this Section 8.04 may be made through intermediate investments in Restricted Subsidiaries that are not Loan Parties and such intermediate investments shall be disregarded for purposes of determining the outstanding amount of investments pursuant to any clause set forth above. For purposes of determining compliance with this Section 8.04, if an investment meets, in whole or in part, the criteria of one or more of the categories of investments (or any portion thereof) permitted in this Section 8.0490 days thereafter, the Borrower may, in its sole discretion, classify or divide consummates an Equity Issuance during such investment fiscal year and (or any portion thereofii) in any manner that complies with this Section 8.04 and will be entitled to only include the amount and type of such investment (or any portion thereof) in one of the above clauses and such investment will be treated as being incurred pursuant to only such clause or clauses (or any portion thereof).Borrower

Investments, Loans, Advances and Acquisitions. The Borrower No Loan Party will, nor will not, and will not it permit any Restricted Subsidiary to, form any subsidiary after the Effective Date, or purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Subsidiary prior to such merger) any Equity Interests, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, or make or permit to exist any investment (including by way of Guarantees) or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (whether through purchase of assets, merger or otherwise), except: (a) investments Permitted Investments, subject to a perfected security interest in cash and Cash Equivalentsfavor of the Administrative Agent for the benefit of the Secured Parties; (b) investments in existence on the Closing Date date hereof and described in Schedule 8.04 and amendments, extensions and renewals thereof that do not increase the amount thereof and investments reflected on Schedule 6.016.04; (c) operating deposit accounts investments by the Loan Parties and their Subsidiaries in Equity Interests in their respective Subsidiaries, provided that (i) any such Equity Interests held by a Loan Party shall be pledged pursuant to the Security Agreements (subject to the limitations applicable to Equity Interests of a Foreign Subsidiary referred to in Section 5.14) and (ii) the aggregate amount of investments by Loan Parties in Subsidiaries that are not Loan Parties (together with depository institutions outstanding intercompany loans permitted under Section 6.04(d) and other ordinary course cash managementoutstanding Guarantees permitted under Section 6.04(e)) shall not exceed $[REDACTED] at any time outstanding (in each case determined without regard to any write-downs or write-offs); (d) loans or advances made by any Loan Party to any Subsidiary and made by any Subsidiary to a Loan Party or any other Subsidiary, provided that the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties (together with outstanding investments received in connection with a disposition permitted under Section 8.05(h6.04(c) and outstanding Guarantees permitted under Section 6.04(e)) shall not exceed $[REDACTED] at any time outstanding (in each case determined without regard to any write-downs or (iwrite-offs); (e) purchases Guarantees constituting Indebtedness permitted by Section 6.01, provided that (i) the aggregate principal amount of inventory Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party (together with outstanding investments permitted under clause (ii) to the proviso to Section 6.04(c) and outstanding intercompany loans permitted under clause (ii) to the proviso to Section 6.04(d)) shall not exceed $[REDACTED] at any time outstanding (in each case determined without regard to any write-downs or write-offs); (f) loans or advances made by a Loan Party to its employees on an arms-length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $[REDACTED] in the aggregate made per employee during the term of this Agreement and a maximum of $[REDACTED] in the aggregate made for all employees during the term of this Agreement; (g) notes payable, or stock or other assets securities issued by Account Debtors to be sold or used a Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business; (f) investments by (i) any Loan Party in any Loan Party, (ii) any Restricted Subsidiary that is not a Loan Party in the Borrower or any other Restricted Subsidiary and (iii) any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that the aggregate principal amount of investments outstanding pursuant to this clause (iii) shall not exceed the greater of $150,000,000 and 7.0% of Consolidated Total Assets (as shown on or determined in accordance consistent with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstanding; (g) loans and advances to employees in the ordinary course of business not exceeding $10,000,000 in the aggregatepast practices; (h) investments in the form of Swap Contracts Agreements permitted by Section 8.01(h)6.07; (i) deposits to secure bidsinvestments of any Person existing at the time such Person becomes a Subsidiary of thea Borrower or consolidates or merges with thea Borrower or any Subsidiary (including in connection with a permitted acquisition), tenders, utilities, vendors, leases, licenses, statutory obligations, surety and appeal bonds, performance bonds and other deposits so long as such investments were not made in contemplation of like nature arising in the ordinary course such Person becoming a Subsidiary or of businesssuch merger; (j) investments by any Receivables Financing SPC, the Borrower or any Restricted Subsidiary in a Receivables Financing SPC in each case made received in connection with a Permitted Receivables Financing, and loans the disposition of assets permitted by the applicable Permitted Receivables Financing that are made by the Borrower or a Restricted Subsidiary to a Receivables Financing SPC or by a Receivables Financing SPC to the Borrower or a Restricted Subsidiary in connection therewithSection 6.05; (k) investments constituting deposits described in clauses (c) and (d) of the Farm Credit Equities and any other stock or securities of, or investments in, a Farm Credit Lender or its investment services or programsdefinition of the term “Permitted Encumbrances”; (l) investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors or other disputes with customers or suppliers and investments consisting of the prepayment of suppliers and service providers on customary terms in the ordinary course of businessa Permitted Acquisition; (m) Guarantees of Indebtedness permitted by Section 8.01 and of other obligations otherwise permitted hereunder;loans or advances constituting JV Entity Permitted Debt; and (n) investments in prepaid expenses, utility and workers’ compensation, performance and other similar deposits, each as entered into in the ordinary course of business; (o) investments consisting of a Permitted Minority Investment. Notwithstanding the licensingforegoing, sublicensing no Loan Party or contribution any of intellectual property pursuant to joint marketing arrangements with other Persons; (p) investments to the extent made with (i) Qualified Equity Interests of the Borrower their Subsidiaries shall make any loans or (ii) the cash proceeds of any Equity Issuance by the Borrower so long as such investment is consummated within 90 days of such Equity Issuance (provided that such cash proceeds shall not be included in the Available Amount); (q) additional investments in an aggregate amount not to exceed the greater of $250,000,000 and 11.5% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstanding; (r) the Transactions and Permitted Acquisitions; (s) other investments so long as, on a Pro Forma Basis immediately after the making of any such investment, the Consolidated Net Leverage Ratio does not exceed 3.75 to 1.00; (t) subject to the absence of any continuing Event of Default and compliance by the Borrower on a Pro Forma Basis with the covenants set forth in Section 8.11 (each in accordance with Section 1.10, if applicable), investments from the Available Amount; and (u) investments made during a Collateral Suspension Period. For purposes of covenant compliance, the amount of any investment shall be the amount actually invested (with respect advances to any investment made JV Entity (other than in the form of cash loans or Cash Equivalents, valued at the fair market value thereof (as reasonably determined by the Borrower in good faith) at the time of the making thereofadvances constituting JV Entity Permitted Debt), without adjustment for subsequent increases or decreases in the value of such investment, less any amount repaid, returned, distributed or otherwise received in respect of any investment, in each case, in cash, and the amount of any investment constituting a Guarantee shall be determined as stated in the definition of “Guarantee.” Any investment in any Person other than a Loan Party that is otherwise permitted by this Section 8.04 may be made through intermediate investments in Restricted Subsidiaries that are not Loan Parties and such intermediate investments shall be disregarded for purposes of determining the outstanding amount of investments pursuant to any clause set forth above. For purposes of determining compliance with this Section 8.04, if an investment meets, in whole or in part, the criteria of one or more prior written consent of the categories of investments (or any portion thereof) permitted in this Section 8.04, the Borrower may, in its sole discretion, classify or divide such investment (or any portion thereof) in any manner that complies with this Section 8.04 and will be entitled to only include the amount and type of such investment (or any portion thereof) in one of the above clauses and such investment will be treated as being incurred pursuant to only such clause or clauses (or any portion thereof)Required Lenders.

Investments, Loans, Advances and Acquisitions. The Borrower Company will not, and will not permit any Restricted Subsidiary to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Subsidiary prior to such merger) any Equity Interests, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, make or permit to exist retain any investment (including by way whether through the purchase of Guaranteesstock, obligations, capital contributions or otherwise) in or make any other interest inloan or advance to, any other Person, or purchase acquire substantially as an entirety the Property or otherwise acquire (in one transaction or a series of transactions) any assets business of any other Person constituting a business unit (whether through purchase of assetsPerson, merger or otherwise), exceptother than: (a) investments in cash certificates of deposit having a maturity of two years or less issued by any Bank or any other commercial bank having a long-term rating at the time of investment of at least AA by Standard & Poor’s Ratings Services Group, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) or Aa by Xxxxx’x Investor Services, Inc. (“Moody’s") and Cash Equivalentsa short-term rating at the time of investment of A-1 from S&P or P-1 from Moody’s; (b) investments in existence on commercial paper rated at the Closing Date and described in Schedule 8.04 and amendments, extensions and renewals thereof that do not increase time of investment P-1 by Moody’s or A-1 by S&P maturing within 270 days of the amount thereof and investments reflected on Schedule 6.01date of issuance thereof; (c) operating deposit accounts with depository institutions and other ordinary course cash managementinvestments shown on the financial statements referred to in Section 5.2 in existing Subsidiaries; (d) investments received in connection with a disposition permitted under Section 8.05(h) acquisitions of the Property or business of any Person, provided (i)) that no Potential Default or Event of Default shall then exist after giving effect to such acquisition and no change of the voting control or management of the Company shall result therefrom; (ii) that the aggregate purchase price (including the principal amount of obligations assumed by the Company or a Subsidiary) paid in any single acquisition shall not exceed $25,000,000 and (iii) that the aggregate purchase price (determined as described above) paid in all such acquisitions made prior to the Revolving Credit Termination Date shall not exceed $35,000,000; (e) purchases marketable full faith and credit obligations of inventory the United States of America or of any agency thereof for which the full faith and other assets to be sold or used in credit of the ordinary course United States of businessAmerica has been pledged; (f) investments repurchase, reverse repurchase and security lending agreements collateralized by securities of the type described in subsection (i) any Loan Party in any Loan Partye), (ii) any Restricted Subsidiary that is not a Loan Party in the Borrower or any other Restricted Subsidiary and (iii) any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that the aggregate principal amount Company or Subsidiary, as the case may be, which is a party to such arrangement shall hold (individually or through an agent or bailee) all securities relating thereto during the entire term of investments outstanding pursuant to this clause (iii) shall not exceed the greater of $150,000,000 and 7.0% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstandingeach such arrangement; (g) loans municipal debt securities commonly known as “lower floaters” or “variable rate demand notes” so long as (i) such securities provide that the owner thereof may require that such securities be bought from it upon 7 days notice by such owner, and advances to employees in (ii) such securities shall have a long-term rating at the ordinary course time of business not exceeding $10,000,000 in investment of at least AA by S&P or Aa by Moody’s and a short-term rating at the aggregatetime of investment of A-1 from S&P or P-1 from Moody’s; (h) investments in the form an aggregate principal amount of Swap Contracts up to $1,000,000 and not otherwise permitted by Section 8.01(h)this Section, in certificates of deposit in any commercial bank; (i) deposits investments in and loans and advances to secure bids, tenders, utilities, vendors, leases, licenses, statutory obligations, surety and appeal bonds, performance bonds and the Company or any Subsidiary by the Company or any other deposits of like nature arising in the ordinary course of business;Subsidiary; and (j) investments by any Receivables Financing SPC, the Borrower or any Restricted Subsidiary a loan in a Receivables Financing SPC in each case made in connection with a Permitted Receivables Financing, and loans permitted by the applicable Permitted Receivables Financing that are made by the Borrower or a Restricted Subsidiary to a Receivables Financing SPC or by a Receivables Financing SPC to the Borrower or a Restricted Subsidiary in connection therewith; (k) the Farm Credit Equities and any other stock or securities of, or investments in, a Farm Credit Lender or its investment services or programs; (l) investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors or other disputes with customers or suppliers and investments consisting of the prepayment of suppliers and service providers on customary terms in the ordinary course of business; (m) Guarantees of Indebtedness permitted by Section 8.01 and of other obligations otherwise permitted hereunder; (n) investments in prepaid expenses, utility and workers’ compensation, performance and other similar deposits, each as entered into in the ordinary course of business; (o) investments consisting of the licensing, sublicensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons; (p) investments to the extent made with (i) Qualified Equity Interests of the Borrower or (ii) the cash proceeds of any Equity Issuance by the Borrower so long as such investment is consummated within 90 days of such Equity Issuance (provided that such cash proceeds shall not be included in the Available Amount); (q) additional investments in an aggregate principal amount not to exceed the greater of $250,000,000 and 11.5% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior 500,000 to the date of the making thereof) at any time outstanding; (r) the Transactions and Permitted Acquisitions; (s) other investments so long as, on a Pro Forma Basis immediately after the making of any such investment, the Consolidated Net Leverage Ratio does not exceed 3.75 to 1.00; (t) subject to the absence of any continuing Event of Default and compliance by the Borrower on a Pro Forma Basis with the covenants set forth in Section 8.11 (each in accordance with Section 1.10, if applicable), investments from the Available Amount; and (u) investments made during a Collateral Suspension Period. For purposes of covenant compliance, the amount of any investment shall be the amount actually invested (with respect to any investment made other than in the form of cash or Cash Equivalents, valued at the fair market value thereof (as reasonably determined by the Borrower in good faith) at the time of the making thereof), without adjustment for subsequent increases or decreases in the value of such investment, less any amount repaid, returned, distributed or otherwise received in respect of any investment, in each case, in cash, and the amount of any investment constituting a Guarantee shall be determined as stated in the definition of “GuaranteeCompany’s employees’ stock ownership plan.” Any investment in any Person other than a Loan Party that is otherwise permitted by this Section 8.04 may be made through intermediate investments in Restricted Subsidiaries that are not Loan Parties and such intermediate investments shall be disregarded for purposes of determining the outstanding amount of investments pursuant to any clause set forth above. For purposes of determining compliance with this Section 8.04, if an investment meets, in whole or in part, the criteria of one or more of the categories of investments (or any portion thereof) permitted in this Section 8.04, the Borrower may, in its sole discretion, classify or divide such investment (or any portion thereof) in any manner that complies with this Section 8.04 and will be entitled to only include the amount and type of such investment (or any portion thereof) in one of the above clauses and such investment will be treated as being incurred pursuant to only such clause or clauses (or any portion thereof).

Investments, Loans, Advances and Acquisitions. The Borrower will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Subsidiary prior to such merger) any Equity Interests, Interests in or evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, or make or permit to exist any investment (including by way of Guarantees) or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (whether through purchase of assets, merger or otherwise)unit, except: (a) investments in cash and Cash EquivalentsPermitted Investments; (b) investments in existence existing on the Closing Date date hereof and described in Schedule 8.04 and amendments, extensions and renewals thereof that do not increase the amount thereof and investments reflected set forth on Schedule 6.016.04; (c) operating deposit accounts with depository institutions investments by the Borrower and other ordinary course cash managementits Subsidiaries in Equity Interests in their respective Subsidiaries; (d) loans or advances made by the Borrower to any Subsidiary and made by any Subsidiary to the Borrower or any other Subsidiary; provided that such loans and advances shall be subject to the conditions set forth in Section 6.01(c); (e) investments received in connection with a disposition permitted under Section 8.05(h) the bankruptcy or (i); (e) purchases reorganization of, or settlement of inventory delinquent accounts and other assets to be sold or used disputes with, customers and suppliers, in each case in the ordinary course of business; (f) investments by (i) any Loan Party in any Loan Party, (ii) any Restricted Subsidiary that is not a Loan Party in the Borrower or any notes and other Restricted Subsidiary and (iii) any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that the aggregate principal amount of investments outstanding pursuant to this clause (iii) shall not exceed the greater of $150,000,000 and 7.0% of Consolidated Total Assets (non–cash consideration received as shown on or determined in accordance with the most recent financial statements part of the Borrower delivered purchase price of assets disposed of pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstanding6.05; (g) loans and advances to employees in the ordinary course extension of business not exceeding $10,000,000 in the aggregate; (h) investments in the form of Swap Contracts permitted by Section 8.01(h); (i) deposits to secure bidstrade credit, tendersloans, utilities, vendors, leases, licenses, statutory obligations, surety and appeal bonds, performance bonds notes receivable and other deposits extensions of like nature arising credit to subcontractors, suppliers or customers, each in the ordinary course of business; (jh) investments by any Receivables Financing SPC, the Borrower or any Restricted Subsidiary in a Receivables Financing SPC in each case made in connection with a Permitted Receivables Financing, and loans Swap Agreements permitted by the applicable Permitted Receivables Financing that are made by the Borrower or a Restricted Subsidiary to a Receivables Financing SPC or by a Receivables Financing SPC to the Borrower or a Restricted Subsidiary in connection therewithSection 6.07; (ki) loans and advances to officers, directors, and employees of the Farm Credit Equities Borrower and any other stock or securities of, or investments in, a Farm Credit Lender or its investment services or programs; (l) investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit Subsidiaries made in the ordinary course of businessbusiness for travel and entertainment expenses, relocation costs and investments received similar purposes up to a maximum for all such loans and advances of $15,000,000 in satisfaction the aggregate at any one time outstanding; (j) endorsements of items for collection or partial satisfaction thereof from financially troubled account debtors or other disputes with customers or suppliers and investments consisting of the prepayment of suppliers and service providers on customary terms deposit in the ordinary course of business; (mk) Guarantees Borrower or a Subsidiary may purchase, hold or acquire (including pursuant to a merger) all the Equity Interests in a Person and may purchase or otherwise acquire (in one transaction or a series of Indebtedness permitted by Section 8.01 and of other obligations otherwise permitted hereunder; (ntransactions) investments in prepaid expenses, utility and workers’ compensation, performance and other similar deposits, each as entered into in the ordinary course of business; (o) investments consisting all or substantially all of the licensing, sublicensing assets of any other Person or contribution of intellectual property pursuant to joint marketing arrangements with other Persons; (p) investments to the extent made with (i) Qualified Equity Interests all or substantially all of the Borrower assets of a division or (ii) the cash proceeds of any Equity Issuance by the Borrower so long as such investment is consummated within 90 days branch of such Equity Issuance (provided that such cash proceeds shall not be included in the Available Amount); (q) additional investments in an aggregate amount not to exceed the greater of $250,000,000 and 11.5% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstanding; (r) the Transactions and Permitted Acquisitions; (s) other investments so long asPerson, on a Pro Forma Basis immediately after the making of any such investmentif, the Consolidated Net Leverage Ratio does not exceed 3.75 to 1.00; (t) subject to the absence of any continuing Event of Default and compliance by the Borrower on a Pro Forma Basis with the covenants set forth in Section 8.11 (each in accordance with Section 1.10, if applicable), investments from the Available Amount; and (u) investments made during a Collateral Suspension Period. For purposes of covenant compliance, the amount of any investment shall be the amount actually invested (with respect to any investment made other than in the form of cash or Cash Equivalents, valued at the fair market value thereof (as reasonably determined by the Borrower in good faith) at the time of the making thereof), without adjustment for subsequent increases or decreases in the value of each such investment, less any amount repaid, returned, distributed or otherwise received in respect of any investment, in each case, in cash, and the amount of any investment constituting a Guarantee shall be determined as stated in the definition of “Guarantee.” Any investment in any Person other than a Loan Party that is otherwise permitted by this Section 8.04 may be made through intermediate investments in Restricted Subsidiaries that are not Loan Parties and such intermediate investments shall be disregarded for purposes of determining the outstanding amount of investments pursuant to any clause set forth above. For purposes of determining compliance with this Section 8.04, if an investment meets, in whole or in part, the criteria of one or more of the categories of investments (or any portion thereof) permitted in this Section 8.04, the Borrower may, in its sole discretion, classify or divide such investment (or any portion thereof) in any manner that complies with this Section 8.04 and will be entitled to only include the amount and type of such investment (or any portion thereof) in one of the above clauses and such investment will be treated as being incurred pursuant to only such clause or clauses (or any portion thereof).acquisition:

Investments, Loans, Advances and Acquisitions. The Borrower will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Wholly-Owned Subsidiary prior to such merger) any Equity InterestsInterests in, or evidences of indebtedness Indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, or make or permit to exist any loans or advances to, or make or permit to exist any investment (including by way of Guarantees) or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (whether through purchase all of assetsthe foregoing, merger or otherwise), “Investments”) except: (a) investments Investments held by the Borrower or any Subsidiary in cash and the form of Cash Equivalents; (b) investments in existence Investments existing on the Closing Date date hereof and described in Schedule 8.04 and amendments, extensions and renewals thereof that do not increase the amount thereof and investments reflected set forth on Schedule 6.015.23; (c) operating deposit accounts with depository institutions Investments by the Borrower and other ordinary course cash managementits Subsidiaries in Equity Interests in their respective Subsidiaries; (d) investments received loans or advances made by the Borrower to any Subsidiary and made by any Subsidiary to the Borrower or any other Subsidiary in connection accordance with a disposition permitted under the limitations set forth in Section 8.05(h) or (i)5.12; (e) purchases loans or advances made by the Borrower or any Subsidiary to third parties (other than the Borrower or any of inventory the Subsidiaries); provided that the Dollar Equivalent of the aggregate outstanding amount of all Indebtedness permitted under this subclause (e) shall not at any time exceed $50,000,000; (f) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and other assets to be sold or used disputes with, customers and suppliers, in each case in the ordinary course of business; (f) investments by (i) any Loan Party in any Loan Party, (ii) any Restricted Subsidiary that is not a Loan Party in the Borrower or any other Restricted Subsidiary and (iii) any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that the aggregate principal amount of investments outstanding pursuant to this clause (iii) shall not exceed the greater of $150,000,000 and 7.0% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstanding; (g) loans and advances to employees in the ordinary course of business not exceeding $10,000,000 in the aggregateInvestments permitted by Section 5.10; (h) investments in the form extensions of Swap Contracts permitted by Section 8.01(h); (i) deposits to secure bids, tenders, utilities, vendors, leases, licenses, statutory obligations, surety and appeal bonds, performance bonds and other deposits of like nature arising trade credit in the ordinary course of business; (i) Investments in the Equity Interests in the special purpose entities established under the Receivable Securitizations permitted by Section 5.26; provided that, the aggregate amount of cash invested in all such entities shall not exceed $1,000,000; (j) investments by if no Default or Event of Default exists or would result therefrom, Borrower and any Receivables Financing SPCSubsidiary may acquire all the Equity Interests of any Person or all or substantially all of the assets of any Person or the assets of a Person constituting a business unit if the following conditions are satisfied: (i) if the proposed acquisition is an acquisition of the Equity Interests of a Target, the Borrower acquisition is structured so that the Target will become a Wholly-Owned Subsidiary or any Restricted Subsidiary in a Receivables Financing SPC in each case made in connection will, simultaneously with a Permitted Receivables Financing, and loans permitted by the applicable Permitted Receivables Financing that are made by acquisition be merged into the Borrower or a Restricted Subsidiary to Wholly-Owned Subsidiary, and if the proposed acquisition is an acquisition of a Receivables Financing SPC business unit or by all or substantially all of the assets of a Receivables Financing SPC to Person, the acquisition will be structured so that Borrower or a Restricted Subsidiary in connection therewithone or more Wholly-Owned Subsidiaries will acquire the assets; (k) the Farm Credit Equities and any other stock or securities of, or investments in, a Farm Credit Lender or its investment services or programs; (l) investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors or other disputes with customers or suppliers and investments consisting of the prepayment of suppliers and service providers on customary terms in the ordinary course of business; (m) Guarantees of Indebtedness permitted by Section 8.01 and of other obligations otherwise permitted hereunder; (n) investments in prepaid expenses, utility and workers’ compensation, performance and other similar deposits, each as entered into in the ordinary course of business; (o) investments consisting of the licensing, sublicensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons; (p) investments to the extent made with (i) Qualified Equity Interests of the Borrower or (ii) the cash proceeds Purchase Price (as defined below) for the proposed acquisition in question, when aggregated with the sum of the Dollar Equivalent amount of the Purchase Price paid for each acquisition consummated during the most recently ended period of four consecutive fiscal quarters does not exceed an amount equal to 1.50 multiplied by the Adjusted EBITDA for such period; provided that if as of the date of any Equity Issuance proposed acquisition, (A) the unsecured senior debt rating of the Borrower is BBB- or better by S&P and Baa3 or better by Xxxxx’x; (B) the Borrower has retained those ratings for more than 6 months; and (C) such debt is not on negative watch by any rating agency which has issued the Borrower such debt rating, then the restrictions contained in this clause (ii) shall not apply; provided further, however, if at any time thereafter: (a) the unsecured senior debt rating of the Borrower has been downgraded below BBB- by S&P or below Baa3 by Xxxxx’x or (b) such debt is on negative watch by any rating agency which has issued the Borrower such debt rating, then the restrictions contained in this clause (ii) shall again apply to any proposed acquisition thereafter consummated (the term “Purchase Price” means, as of any date of determination and with respect to a proposed acquisition, the purchase price to be paid for the Target or its assets, including all cash consideration paid (whether classified as purchase price, non-compete or consulting payments or otherwise), the value of all other assets to be transferred by the Borrower so long as purchaser in connection with such investment is consummated within 90 days of such Equity Issuance acquisition to the seller (provided that such cash proceeds shall not be included in including any stock issued to the Available Amountseller); (q) additional investments in an aggregate amount not to exceed the greater of $250,000,000 and 11.5% of Consolidated Total Assets (as shown on or determined , all valued in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstanding; (r) the Transactions and Permitted Acquisitions; (s) other investments so long as, on a Pro Forma Basis immediately after the making of any such investment, the Consolidated Net Leverage Ratio does not exceed 3.75 to 1.00; (t) subject to the absence of any continuing Event of Default and compliance by the Borrower on a Pro Forma Basis with the covenants set forth in Section 8.11 (each in accordance with Section 1.10, if applicable), investments from the Available Amount; and (u) investments made during a Collateral Suspension Period. For purposes of covenant compliance, the amount of any investment shall be the amount actually invested (with respect to any investment made other than in the form of cash or Cash Equivalents, valued at the fair market value thereof (as reasonably determined by the Borrower in good faith) at the time of the making thereof), without adjustment for subsequent increases or decreases in the value of such investment, less any amount repaid, returned, distributed or otherwise received in respect of any investment, in each case, in cashapplicable purchase agreement, and the outstanding principal amount of any investment constituting a Guarantee shall be determined as stated in the definition of “Guarantee.” Any investment in any Person other than a Loan Party that is otherwise permitted by this Section 8.04 may be made through intermediate investments in Restricted Subsidiaries that are not Loan Parties and such intermediate investments shall be disregarded for purposes of determining the outstanding amount of investments pursuant to any clause set forth above. For purposes of determining compliance with this Section 8.04, if an investment meets, in whole or in part, the criteria of one or more all Indebtedness of the categories of investments (Target or any portion thereof) permitted that the purchaser assumed or acquired in this Section 8.04, the Borrower may, in its sole discretion, classify or divide connection with such investment (or any portion thereof) in any manner that complies with this Section 8.04 and will be entitled to only include the amount and type of such investment (or any portion thereof) in one of the above clauses and such investment will be treated as being incurred pursuant to only such clause or clauses (or any portion thereofacquisition).; and

Investments, Loans, Advances and Acquisitions. The Borrower will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Wholly–Owned Subsidiary prior to such merger) any Equity InterestsInterests in, or evidences of indebtedness Indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, or make or permit to exist any loans or advances to, or make or permit to exist any investment (including by way of Guarantees) or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (whether through purchase all of assetsthe foregoing, merger or otherwise), “Investments”) except: (a) investments Investments held by the Borrower or any Subsidiary in cash and the form of Cash Equivalents; (b) investments in existence Investments existing on the Closing Date date hereof and described in Schedule 8.04 and amendments, extensions and renewals thereof that do not increase the amount thereof and investments reflected set forth on Schedule 6.015.23; (c) operating deposit accounts with depository institutions Investments by the Borrower and other ordinary course cash managementits Subsidiaries in Equity Interests in their respective Subsidiaries; (d) investments received loans or advances made by the Borrower to any Subsidiary and made by any Subsidiary to the Borrower or any other Subsidiary in connection accordance with a disposition permitted under the limitations set forth in Section 8.05(h) or (i)5.12; (e) purchases loans or advances made by the Borrower or any Subsidiary to third parties (other than the Borrower or any of inventory the Subsidiaries); provided that the Dollar Equivalent of the aggregate outstanding amount of all Indebtedness permitted under this subclause (e) shall not at any time exceed $50,000,000; (f) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and other assets to be sold or used disputes with, customers and suppliers, in each case in the ordinary course of business; (f) investments by (i) any Loan Party in any Loan Party, (ii) any Restricted Subsidiary that is not a Loan Party in the Borrower or any other Restricted Subsidiary and (iii) any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that the aggregate principal amount of investments outstanding pursuant to this clause (iii) shall not exceed the greater of $150,000,000 and 7.0% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstanding; (g) loans and advances to employees in the ordinary course of business not exceeding $10,000,000 in the aggregateInvestments permitted by Section 5.10; (h) investments in the form extensions of Swap Contracts permitted by Section 8.01(h); (i) deposits to secure bids, tenders, utilities, vendors, leases, licenses, statutory obligations, surety and appeal bonds, performance bonds and other deposits of like nature arising trade credit in the ordinary course of business; (i) Investments in the Equity Interests in the special purpose entities established under the Receivable Securitizations permitted by Section 5.26; provided that, the aggregate amount of cash invested in all such entities shall not exceed $1,000,000; (j) investments by if no Default or Event of Default exists or would result therefrom, Borrower and any Receivables Financing SPCSubsidiary may acquire all the Equity Interests of any Person or all or substantially all of the assets of any Person or the assets of a Person constituting a business unit if the following conditions are satisfied: (i) if the proposed acquisition is an acquisition of the Equity Interests of a Target, the Borrower acquisition is structured so that the Target will become a Wholly-Owned Subsidiary or any Restricted Subsidiary in a Receivables Financing SPC in each case made in connection will, simultaneously with a Permitted Receivables Financing, and loans permitted by the applicable Permitted Receivables Financing that are made by acquisition be merged into the Borrower or a Restricted Subsidiary to Wholly-Owned Subsidiary, and if the proposed acquisition is an acquisition of a Receivables Financing SPC business unit or by all or substantially all of the assets of a Receivables Financing SPC to Person, the acquisition will be structured so that Borrower or a Restricted Subsidiary in connection therewithone or more Wholly-Owned Subsidiaries will acquire the assets; (k) the Farm Credit Equities and any other stock or securities of, or investments in, a Farm Credit Lender or its investment services or programs; (l) investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors or other disputes with customers or suppliers and investments consisting of the prepayment of suppliers and service providers on customary terms in the ordinary course of business; (m) Guarantees of Indebtedness permitted by Section 8.01 and of other obligations otherwise permitted hereunder; (n) investments in prepaid expenses, utility and workers’ compensation, performance and other similar deposits, each as entered into in the ordinary course of business; (o) investments consisting of the licensing, sublicensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons; (p) investments to the extent made with (i) Qualified Equity Interests of the Borrower or (ii) the cash proceeds Purchase Price (as defined below) for the proposed acquisition in question, when aggregated with the sum of the Dollar Equivalent amount of the Purchase Price paid for each acquisition consummated during the most recently ended period of four consecutive fiscal quarters does not exceed an amount equal to 1.50 multiplied by the Adjusted EBITDA for such period; provided that if as of the date of any Equity Issuance proposed acquisition, (A) the unsecured senior debt rating of the Borrower is BBB- or better by S&P and Baa3 or better by Mxxxx’x; (B) the Borrower has retained those ratings for more than 6 months; and (C) such debt is not on negative watch by any rating agency which has issued the Borrower such debt rating, then the restrictions contained in this clause (ii) shall not apply; provided further, however, if at any time thereafter: (a) the unsecured senior debt rating of the Borrower has been downgraded below BBB- by S&P or below Baa3 by Mxxxx’x or (b) such debt is on negative watch by any rating agency which has issued the Borrower such debt rating, then the restrictions contained in this clause (ii) shall again apply to any proposed acquisition thereafter consummated (the term “Purchase Price” means, as of any date of determination and with respect to a proposed acquisition, the purchase price to be paid for the Target or its assets, including all cash consideration paid (whether classified as purchase price, non-compete or consulting payments or otherwise), the value of all other assets to be transferred by the Borrower so long as purchaser in connection with such investment is consummated within 90 days of such Equity Issuance acquisition to the seller (provided that such cash proceeds shall not be included in including any stock issued to the Available Amountseller); (q) additional investments in an aggregate amount not to exceed the greater of $250,000,000 and 11.5% of Consolidated Total Assets (as shown on or determined , all valued in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstanding; (r) the Transactions and Permitted Acquisitions; (s) other investments so long as, on a Pro Forma Basis immediately after the making of any such investment, the Consolidated Net Leverage Ratio does not exceed 3.75 to 1.00; (t) subject to the absence of any continuing Event of Default and compliance by the Borrower on a Pro Forma Basis with the covenants set forth in Section 8.11 (each in accordance with Section 1.10, if applicable), investments from the Available Amount; and (u) investments made during a Collateral Suspension Period. For purposes of covenant compliance, the amount of any investment shall be the amount actually invested (with respect to any investment made other than in the form of cash or Cash Equivalents, valued at the fair market value thereof (as reasonably determined by the Borrower in good faith) at the time of the making thereof), without adjustment for subsequent increases or decreases in the value of such investment, less any amount repaid, returned, distributed or otherwise received in respect of any investment, in each case, in cashapplicable purchase agreement, and the outstanding principal amount of any investment constituting a Guarantee shall be determined as stated in the definition of “Guarantee.” Any investment in any Person other than a Loan Party that is otherwise permitted by this Section 8.04 may be made through intermediate investments in Restricted Subsidiaries that are not Loan Parties and such intermediate investments shall be disregarded for purposes of determining the outstanding amount of investments pursuant to any clause set forth above. For purposes of determining compliance with this Section 8.04, if an investment meets, in whole or in part, the criteria of one or more all Indebtedness of the categories of investments (Target or any portion thereof) permitted that the purchaser assumed or acquired in this Section 8.04, the Borrower may, in its sole discretion, classify or divide connection with such investment (or any portion thereof) in any manner that complies with this Section 8.04 and will be entitled to only include the amount and type of such investment (or any portion thereof) in one of the above clauses and such investment will be treated as being incurred pursuant to only such clause or clauses (or any portion thereofacquisition).; and

Investments, Loans, Advances and Acquisitions. The Borrower will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with with, or as Division Successor pursuant to the Division of, any Person that was not a Loan Party and a wholly owned Subsidiary prior to such mergermerger or Division) any Equity Interests, Interests in or evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, or make or permit to exist any investment (including by way of Guarantees) or any other interest in, any other PersonPerson (each of the foregoing items is referred to herein as an “investment”), or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (whether through purchase of assets, merger or otherwise)unit, except: (a) investments in cash and Cash EquivalentsPermitted Investments; (b) investments in existence existing on the Closing Date date hereof and described in Schedule 8.04 and amendments, extensions and renewals thereof that do not increase the amount thereof and investments reflected set forth on Schedule 6.016.04; (c) operating deposit accounts with depository institutions investments by the Borrower and other ordinary course cash managementits Subsidiaries in Equity Interests in their respective Subsidiaries; (d) loans or advances made by the Borrower to any Subsidiary and made by any Subsidiary to the Borrower or any other Subsidiary; provided that such loans and advances shall be subject to the conditions set forth in Section 6.01(c); (e) investments received in connection with a disposition permitted under Section 8.05(h) the bankruptcy or (i); (e) purchases reorganization of, or settlement of inventory delinquent accounts and other assets to be sold or used disputes with, customers and suppliers, in each case in the ordinary course of business; (f) investments by (i) any Loan Party in any Loan Party, (ii) any Restricted Subsidiary that is not a Loan Party in the Borrower or any notes and other Restricted Subsidiary and (iii) any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that the aggregate principal amount of investments outstanding pursuant to this clause (iii) shall not exceed the greater of $150,000,000 and 7.0% of Consolidated Total Assets (non–cash consideration received as shown on or determined in accordance with the most recent financial statements part of the Borrower delivered purchase price of assets disposed of pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstanding6.05; (g) loans and advances to employees in the ordinary course extension of business not exceeding $10,000,000 in the aggregate; (h) investments in the form of Swap Contracts permitted by Section 8.01(h); (i) deposits to secure bidstrade credit, tendersloans, utilities, vendors, leases, licenses, statutory obligations, surety and appeal bonds, performance bonds notes receivable and other deposits extensions of like nature arising credit to subcontractors, suppliers or customers, each in the ordinary course of business; (jh) investments by any Receivables Financing SPC, the Borrower or any Restricted Subsidiary in a Receivables Financing SPC in each case made in connection with a Permitted Receivables Financing, and loans Swap Agreements permitted by the applicable Permitted Receivables Financing that are made by the Borrower or a Restricted Subsidiary to a Receivables Financing SPC or by a Receivables Financing SPC to the Borrower or a Restricted Subsidiary in connection therewithSection 6.07; (ki) loans and advances to officers, directors, and employees of the Farm Credit Equities Borrower and any other stock or securities of, or investments in, a Farm Credit Lender or its investment services or programs; (l) investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit Subsidiaries made in the ordinary course of businessbusiness for travel and entertainment expenses, relocation costs and investments received similar purposes up to a maximum for all such loans and advances of $15,000,000 in satisfaction the aggregate at any one time outstanding; (j) endorsements of items for collection or partial satisfaction thereof from financially troubled account debtors or other disputes with customers or suppliers and investments consisting of the prepayment of suppliers and service providers on customary terms deposit in the ordinary course of business; (mk) Guarantees Borrower or a Subsidiary may purchase, hold or acquire (including pursuant to a merger) all the Equity Interests in a Person and may purchase or otherwise acquire (in one transaction or a series of Indebtedness permitted by Section 8.01 and of other obligations otherwise permitted hereunder; (ntransactions) investments in prepaid expenses, utility and workers’ compensation, performance and other similar deposits, each as entered into in the ordinary course of business; (o) investments consisting all or substantially all of the licensing, sublicensing assets of any other Person or contribution of intellectual property pursuant to joint marketing arrangements with other Persons; (p) investments to the extent made with (i) Qualified Equity Interests all or substantially all of the Borrower assets of a division or (ii) the cash proceeds of any Equity Issuance by the Borrower so long as such investment is consummated within 90 days branch of such Equity Issuance (provided that such cash proceeds shall not be included in the Available Amount); (q) additional investments in an aggregate amount not to exceed the greater of $250,000,000 and 11.5% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstanding; (r) the Transactions and Permitted Acquisitions; (s) other investments so long asPerson, on a Pro Forma Basis immediately after the making of any such investmentif, the Consolidated Net Leverage Ratio does not exceed 3.75 to 1.00; (t) subject to the absence of any continuing Event of Default and compliance by the Borrower on a Pro Forma Basis with the covenants set forth in Section 8.11 (each in accordance with Section 1.10, if applicable), investments from the Available Amount; and (u) investments made during a Collateral Suspension Period. For purposes of covenant compliance, the amount of any investment shall be the amount actually invested (with respect to any investment made other than in the form of cash or Cash Equivalents, valued at the fair market value thereof (as reasonably determined by the Borrower in good faith) at the time of the making thereof), without adjustment for subsequent increases or decreases in the value of each such investment, less any amount repaid, returned, distributed or otherwise received in respect of any investment, in each case, in cash, and the amount of any investment constituting a Guarantee shall be determined as stated in the definition of “Guarantee.” Any investment in any Person other than a Loan Party that is otherwise permitted by this Section 8.04 may be made through intermediate investments in Restricted Subsidiaries that are not Loan Parties and such intermediate investments shall be disregarded for purposes of determining the outstanding amount of investments pursuant to any clause set forth above. For purposes of determining compliance with this Section 8.04, if an investment meets, in whole or in part, the criteria of one or more of the categories of investments (or any portion thereof) permitted in this Section 8.04, the Borrower may, in its sole discretion, classify or divide such investment (or any portion thereof) in any manner that complies with this Section 8.04 and will be entitled to only include the amount and type of such investment (or any portion thereof) in one of the above clauses and such investment will be treated as being incurred pursuant to only such clause or clauses (or any portion thereof).acquisition:

Investments, Loans, Advances and Acquisitions. The Borrower will not, and will not permit any Restricted Subsidiary of the Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly wholly-owned Subsidiary prior to such merger) any Equity InterestsCapital Stock, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, or make or permit to exist any investment (including by way of Guarantees) or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (whether through purchase of assets, merger or otherwise)unit, except: (a) investments in cash and Cash EquivalentsPermitted Investments; (b) investments in existence investments, loans and advances existing on the Closing Date date hereof and described in set forth on Schedule 8.04 6.04 and amendmentsextensions, extensions renewals or reinvestments thereof, so long as the aggregate amount of all such investments, loans and renewals thereof that do advances pursuant to this clause (b) is not increase increased at any time above the amount thereof of such investments, loans and investments reflected advances on Schedule 6.01the date hereof; (c) operating deposit accounts with depository institutions investments by the Borrower and other ordinary course cash managementthe Subsidiaries in Equity Interests in their respective Subsidiaries; (d) loans or advances made by the Borrower to any Subsidiary or made by any Subsidiary to the Borrower or any other Subsidiary; provided, that any such loans or advances made to the Borrower shall be Subordinated Debt; (e) investments received in connection with a disposition permitted under Section 8.05(h) the bankruptcy or (i); (e) purchases reorganization of, or settlement of inventory delinquent accounts and other assets to be sold or used disputes with, customers and suppliers, in each case in the ordinary course of business; (f) investments by the Borrower and the Subsidiaries (iother than the Millennium Entities) any Loan Party in any Loan Party, (ii) any Restricted Subsidiary that is not a Loan Party in the Borrower or Millennium Entities in an amount not to exceed $10,000,000; and investments by any other Restricted Subsidiary and (iii) any Loan Party Millennium Entity in any Restricted Subsidiary that is not a Loan Party; provided that the aggregate principal amount of investments outstanding pursuant to this clause (iii) shall not exceed the greater of $150,000,000 and 7.0% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstandinganother Millennium Entity; (g) loans extensions of trade credit and advances to employees in the ordinary course of business not exceeding $10,000,000 in the aggregate; (h) investments in the form of Swap Contracts permitted by Section 8.01(h); (i) deposits to secure bids, tenders, utilities, vendors, leases, licenses, statutory obligations, surety and appeal bonds, performance bonds and other deposits of like nature arising asset purchases in the ordinary course of business; (jh) investments to the extent permitted by any Receivables Financing SPCapplicable law, loans and advances to officers, directors and employees of the Borrower or any Restricted Subsidiary in a Receivables Financing SPC in each case made in connection with a Permitted Receivables Financing, and loans permitted by (i) to finance the applicable Permitted Receivables Financing that are made by purchase of Capital Stock of the Borrower or any direct or indirect shareholder of the Borrower; and (ii) for additional purposes not contemplated by subclause (i) above in an aggregate principal amount at any time outstanding with respect to this clause (ii) not exceeding $5,000,000; (i) Permitted Acquisitions; provided that the Borrower shall be in compliance, on a Restricted Subsidiary pro forma basis after giving effect to a Receivables Financing SPC or by a Receivables Financing SPC such Permitted Acquisition, with the covenants set forth in Sections 6.12 and 6.13, as such covenants are recomputed as of the last day of the most recently ended fiscal quarter under each such Section as if such Permitted Acquisition had occurred on the first day of the four-fiscal-quarter period ended on such date; (j) investments to the Borrower or a Restricted Subsidiary in connection therewithextent that payment for such investments is made solely with Capital Stock of the Borrower; (k) the Farm Credit Equities and any other stock or securities of, or investments in, a Farm Credit Lender or its investment services or programsCapital Lease Investments; (l) investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors or other disputes with customers or suppliers and investments consisting of the prepayment of suppliers and service providers on customary terms in the ordinary course of businesspermitted pursuant to Section 6.08; (m) Guarantees investments by TEP constituting an acquisition by TEP of Indebtedness permitted by Section 8.01 and the Capital Stock or assets of other obligations otherwise permitted hereunder;Southwest Energy or MEG; and (n) investments in prepaid expensesother investments, utility loans and workers’ compensation, performance and other similar deposits, each as entered into in the ordinary course of business; (o) investments consisting of the licensing, sublicensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons; (p) investments to the extent made with (i) Qualified Equity Interests of advances by the Borrower or the Subsidiaries (iiother than the Millennium Entities) the cash proceeds of any Equity Issuance by the Borrower so long as such investment is consummated within 90 days of such Equity Issuance (provided that such cash proceeds shall not be included in the Available Amount); (q) additional investments in an aggregate amount not to exceed the greater of $250,000,000 and 11.5% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior 50,000,000. Notwithstanding anything to the date of the making thereof) at any time outstanding; (r) the Transactions and Permitted Acquisitions; (s) other investments so long as, on a Pro Forma Basis immediately after the making of any such investment, the Consolidated Net Leverage Ratio does not exceed 3.75 to 1.00; (t) subject to the absence of any continuing Event of Default and compliance by the Borrower on a Pro Forma Basis with the covenants set forth in Section 8.11 (each in accordance with Section 1.10, if applicable), investments from the Available Amount; and (u) investments made during a Collateral Suspension Period. For purposes of covenant compliance, the amount of any investment shall be the amount actually invested (with respect to any investment made other than in the form of cash or Cash Equivalents, valued at the fair market value thereof (as reasonably determined by the Borrower in good faith) at the time of the making thereof), without adjustment for subsequent increases or decreases in the value of such investment, less any amount repaid, returned, distributed or otherwise received in respect of any investment, in each case, in cash, and the amount of any investment constituting a Guarantee shall be determined as stated in the definition of “Guarantee.” Any investment in any Person other than a Loan Party that is otherwise permitted by this Section 8.04 may be made through intermediate investments in Restricted Subsidiaries that are not Loan Parties and such intermediate investments shall be disregarded for purposes of determining the outstanding amount of investments pursuant to any clause set forth contrary contained above. For purposes of determining compliance with this Section 8.04, if an investment meets, in whole or in part, the criteria of one or more of the categories of investments (or any portion thereof) permitted in this Section 8.04, the Borrower may, and the Subsidiaries (other than the Millennium Entities) will not be permitted to invest more than $10,000,000 in its sole discretion, classify or divide such investment (or any portion thereof) in any manner that complies with this Section 8.04 and will be entitled to only include the amount and type of such investment (or any portion thereof) in one of Millennium Entities after the above clauses and such investment will be treated as being incurred pursuant to only such clause or clauses (or any portion thereof)Original Effective Date.

Investments, Loans, Advances and Acquisitions. The Borrower will not, and will not permit any Restricted Subsidiary to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Subsidiary prior to such merger) any Equity Interests, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, make or permit to exist any investment (including by way of Guarantees) or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (whether through purchase of assets, merger or otherwise), except: (a) investments in cash and Cash Equivalents; ; (b) investments in existence on the Closing Restatement Effective Date and described in Schedule 8.04 and amendments, extensions and renewals thereof that do not increase the amount thereof and investments reflected on Schedule 6.01; ; (c) operating deposit accounts with depository institutions and other ordinary course cash management; ; (d) investments received in connection with a disposition permitted under Section 8.05(h) or (i); ; (e) purchases of inventory and other assets to be sold or used in the ordinary course of business; ; (f) investments by (i) any Loan Party in any Loan Party, (ii) any Restricted Subsidiary that is not a Loan Party in the Borrower or any other Restricted Subsidiary and (iii) any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that the aggregate principal amount of investments outstanding made after the Restatement Effective Date pursuant to this clause (iii) shall not exceed the greater of $150,000,000 1,225,000,000 and 7.017.5% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstanding; ; (g) loans and advances to employees in the ordinary course of business not exceeding $10,000,000 in the aggregate; ; (h) investments in the form of Swap Contracts permitted by Section 8.01(h); ; (i) deposits to secure bids, tenders, utilities, vendors, leases, licenses, statutory obligations, surety and appeal bonds, performance bonds and other deposits of like nature arising in the ordinary course of business; (j) investments by any Receivables Financing SPC, the Borrower or any Restricted Subsidiary in a Receivables Financing SPC in each case made in connection with a Permitted Receivables Financing, and loans permitted by the applicable Permitted Receivables Financing that are made by the Borrower or a Restricted Subsidiary to a Receivables Financing SPC or by a Receivables Financing SPC to the Borrower or a Restricted Subsidiary in connection therewith; ; (k) the Farm Credit Equities and any other stock or securities of, or investments in, a Farm Credit Lender or its investment services or programs; ; (l) investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors or other disputes with customers or suppliers and investments consisting of the prepayment of suppliers and service providers on customary terms in the ordinary course of business; ; (m) Guarantees of Indebtedness permitted by Section 8.01 and of other obligations otherwise permitted hereunder; ; (n) investments in prepaid expenses, utility and workers’ compensation, performance and other similar deposits, each as entered into in the ordinary course of business; ; (o) investments consisting of the licensing, sublicensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons; ; (p) investments to the extent made with (i) Qualified Equity Interests of the Borrower or (ii) the cash proceeds of any issuance of Equity Issuance Interests by the Borrower so long as such investment is consummated within 90 days of such issuance of Equity Issuance Interests (provided that such cash proceeds shall not be included in the Available Amount); ; (q) additional investments made after the Restatement Effective Date in an aggregate amount not to exceed the greater of $250,000,000 1,225,000,000 and 11.517.5% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstanding; ; (r) the Transactions and Permitted Acquisitions; ; (s) other investments so long as, on a Pro Forma Basis immediately after the making of any such investment, the Consolidated Net Leverage Ratio does not exceed 3.75 4.50 to 1.00; ; (t) subject to the absence of any continuing Event of Default and compliance by the Borrower on a Pro Forma Basis with the covenants set forth in Section 8.11 (each in accordance with Section 1.101.06, if applicable), investments from the Available Amount; and (u) investments made during a Collateral and Guarantee Suspension Period. For purposes of covenant compliance, ; and (v) investments made in connection with the amount of any investment shall be the amount actually invested (with respect to any investment made other than in the form of cash or Cash Equivalents, valued at the fair market value thereof (as reasonably determined by the Borrower in good faith) at the time of the making thereof), without adjustment for subsequent increases or decreases in the value of such investment, less any amount repaid, returned, distributed or otherwise received in respect of any investment, in each case, in cash, and the amount of any investment constituting a Guarantee shall be determined as stated in the definition of “GuaranteeEuropean Reorganization.” Any investment in any Person other than a Loan Party that is otherwise permitted by this Section 8.04 may be made through intermediate investments in Restricted Subsidiaries that are not Loan Parties and such intermediate investments shall be disregarded for purposes of determining the outstanding amount of investments pursuant to any clause set forth above. For purposes of determining compliance with this Section 8.04, if an investment meets, in whole or in part, the criteria of one or more of the categories of investments (or any portion thereof) permitted in this Section 8.04, the Borrower may, in its sole discretion, classify or divide such investment (or any portion thereof) in any manner that complies with this Section 8.04 and will be entitled to only include the amount and type of such investment (or any portion thereof) in one of the above clauses and such investment will be treated as being incurred pursuant to only such clause or clauses (or any portion thereof).

Investments, Loans, Advances and Acquisitions. The Borrower will not, and will not permit any Restricted Subsidiary to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Subsidiary prior to such merger) any Equity Interests, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, make or permit to exist any investment (including by way of Guarantees) or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (whether through purchase of assets, merger or otherwise), except: (a) investments in cash cash, Cash Equivalents and Cash EquivalentsPermitted Acquisitions; (b) investments in existence on the Closing Date and described in Schedule 8.04 and amendments, extensions and renewals thereof that do not increase the amount thereof and investments reflected on Schedule 6.018.04; (c) operating deposit accounts with depository institutions and other ordinary course cash managementinstitutions; (d) investments received in connection with a disposition permitted under Section 8.05(h) or (i)8.05; (e) purchases of inventory and other assets to be sold or used in the ordinary course of business; (f) investments by (i) any Loan Party or any Restricted Subsidiary in any Loan Party, (ii) Party or any Restricted Subsidiary that is (including, but not limited to, loans from a Loan Party in the Borrower or any other Restricted Subsidiary and (iii) any Loan Party in any to another Restricted Subsidiary that is not a Loan Party; provided that the aggregate principal amount of investments outstanding pursuant to this clause (iii) shall not exceed the greater of $150,000,000 and 7.0% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstandingSubsidiary); (g) investments by the Borrower and its Restricted Subsidiaries in the Equity Interests of their Subsidiaries to the extent outstanding as of the Closing Date; (h) loans and advances to employees in the ordinary course of business not exceeding $10,000,000 in the aggregate; (hi) investments in the form of Swap Contracts permitted by Section 8.01(h)8.01; (ij) deposits to secure bids, tenders, utilities, vendors, leases, licenses, statutory obligations, surety and appeal bonds, performance bonds and other deposits of like nature arising in the ordinary course of business; (jk) investments by any Receivables Financing SPC, the Borrower SPC or any Restricted Subsidiary Loan Party in a Receivables Financing SPC in each case made in connection with a Permitted Receivables Financing, and loans permitted by the applicable Permitted Receivables Financing that are made by the Borrower or a Restricted Subsidiary Loan Party to a Receivables Financing SPC or by a Receivables Financing SPC to the Borrower or a Restricted Subsidiary Loan Party in connection therewith; (kl) investments acquired through a Permitted Acquisition, each of which (i) existed before the time of acquisition of the Person or assets of the Person who made such investment and (ii) was not made in anticipation of such acquisition; (m) the Farm Credit Equities and any other stock or securities of, or investments Investments in, a Farm Credit Lender or its investment services or programs; (ln) investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors or other disputes with customers or suppliers to the extent reasonably necessary in order to prevent or limit loss and investments consisting of the prepayment of suppliers and service providers on customary terms in the ordinary course of business; (mo) Guarantees of Indebtedness permitted by Section 8.01 and of other obligations otherwise permitted hereunder; (n) investments in prepaid expenses, utility and workers’ compensation, performance and other similar deposits, each as entered into in the ordinary course of business; (o) investments consisting of the licensing, sublicensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons8.01; (p) to the extent permitted by Section 8.05, non-cash consideration received in connection with sales or dispositions; (q) to the extent constituting an investment by such Person, the payment, prepayment, redemption or acquisition for value of Indebtedness of such Person permitted by this Agreement; (r) investments to the extent made with (i) Qualified Equity Interests of the Borrower or (ii) the cash proceeds of any an Equity Issuance by the Borrower Borrower, so long as such investment is consummated within 90 days of such Equity Issuance (provided that such cash proceeds shall not be included in the Available Amount)Issuance; (qs) investments in Convertible Bond Hedge Transactions and Capped Call Transactions; (t) additional investments in Unrestricted Subsidiaries during any fiscal year in an amount equal to the aggregate amount of dividends and other distributions received by the Borrower or its Restricted Subsidiaries from Unrestricted Subsidiaries and payments of Indebtedness by an Unrestricted Subsidiary to the Borrower or a Restricted Subsidiary during such fiscal year; and (u) additional investments in an aggregate amount not to exceed (i) during the term of this Agreement, $1,000,000,000 and (ii) during any fiscal year, the Annual Investment Limitation for such fiscal year; provided that to the extent that (A) subsequent to any such investment but not later than 90 days thereafter, the Borrower consummates an Equity Issuance during such fiscal year and (B) the Borrower promptly (and in any event within three Business Days following receipt thereof) repays the Loans with the net cash proceeds of such Equity Issuance, the amount of such investment (to the extent not in excess of the amount of such prepayment) shall be deemed not to have reduced the Annual Investment Limitation for such fiscal year. As used herein, “Annual Investment Limitation” means, for any fiscal year of the Borrower, the greater of (x) $250,000,000 100,000,000 and 11.5(y) 15% of Consolidated Total Tangible Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date later of the making thereof) at any time outstanding; (r) Initial Funding Date or the Transactions and Permitted Acquisitions; (s) other investments so long as, on a Pro Forma Basis immediately after the making first day of any such investment, the Consolidated Net Leverage Ratio does not exceed 3.75 to 1.00; (t) subject to the absence of any continuing Event of Default and compliance by the Borrower on a Pro Forma Basis with the covenants set forth in Section 8.11 (each in accordance with Section 1.10, if applicable), investments from the Available Amount; and (u) investments made during a Collateral Suspension Periodfiscal year. For purposes of covenant compliance, the amount of any investment shall be the amount actually invested (with respect to any investment made other than in the form of cash or Cash Equivalents, valued at the fair market value thereof (as reasonably determined by the Borrower in good faith) at the time of the making thereof)invested, without adjustment for subsequent increases or decreases in the value of such investment, less any amount repaid, returned, distributed or otherwise received in respect of any investment, in each case, in cash, and the amount of any investment Investment constituting a Guarantee shall be determined as stated in the definition of “Guarantee”.” Any investment in any Person other than a Loan Party that is otherwise permitted by this Section 8.04 may be made through intermediate investments in Restricted Subsidiaries that are not Loan Parties and such intermediate investments shall be disregarded for purposes of determining the outstanding amount of investments pursuant to any clause set forth above. For purposes of determining compliance with this Section 8.04, if an investment meets, in whole or in part, the criteria of one or more of the categories of investments (or any portion thereof) permitted in this Section 8.04, the Borrower may, in its sole discretion, classify or divide such investment (or any portion thereof) in any manner that complies with this Section 8.04 and will be entitled to only include the amount and type of such investment (or any portion thereof) in one of the above clauses and such investment will be treated as being incurred pursuant to only such clause or clauses (or any portion thereof).

Investments, Loans, Advances and Acquisitions. The Borrower will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Subsidiary prior to such merger) any Equity Interests, Interests in or evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, or make or permit to exist any investment (including by way of Guarantees) or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (whether through purchase of assets, merger or otherwise)unit, except: (a) investments in cash and Cash EquivalentsPermitted Investments; (b) investments in existence existing on the Closing Date date hereof and described in Schedule 8.04 and amendments, extensions and renewals thereof that do not increase the amount thereof and investments reflected set forth on Schedule 6.016.04; (c) operating deposit accounts with depository institutions investments by the Borrower and other ordinary course cash managementits Subsidiaries in Equity Interests in their respective Subsidiaries; (d) loans or advances made by the Borrower to any Subsidiary and made by any Subsidiary to the Borrower or any other Subsidiary; provided that such loans and advances shall be subject to the conditions set forth in Section 6.01(c); (e) investments received in connection with a disposition permitted under Section 8.05(h) the bankruptcy or (i); (e) purchases reorganization of, or settlement of inventory delinquent accounts and other assets to be sold or used disputes with, customers and suppliers, in each case in the ordinary course of business; (f) investments by (i) any Loan Party in any Loan Party, (ii) any Restricted Subsidiary that is not a Loan Party in the Borrower or any notes and other Restricted Subsidiary and (iii) any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that the aggregate principal amount of investments outstanding pursuant to this clause (iii) shall not exceed the greater of $150,000,000 and 7.0% of Consolidated Total Assets (non-cash consideration received as shown on or determined in accordance with the most recent financial statements part of the Borrower delivered purchase price of assets disposed of pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstanding6.05; (g) loans and advances to employees in the ordinary course extension of business not exceeding $10,000,000 in the aggregate; (h) investments in the form of Swap Contracts permitted by Section 8.01(h); (i) deposits to secure bids, tenders, utilities, vendors, leases, licenses, statutory obligations, surety and appeal bonds, performance bonds and other deposits of like nature arising trade credit in the ordinary course of business; (jh) investments by any Receivables Financing SPC, the Borrower or any Restricted Subsidiary in a Receivables Financing SPC in each case made in connection with a Permitted Receivables Financing, and loans Swap Agreements permitted by the applicable Permitted Receivables Financing that are made by the Borrower or a Restricted Subsidiary to a Receivables Financing SPC or by a Receivables Financing SPC to the Borrower or a Restricted Subsidiary in connection therewithSection 6.07; (ki) loans and advances to officers, directors, and employees of the Farm Credit Equities Borrower and any other stock or securities of, or investments in, a Farm Credit Lender or its investment services or programs; (l) investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit Subsidiaries made in the ordinary course of businessbusiness for travel and entertainment expenses, relocation costs and investments received similar purposes up to a maximum for all such loans and advances of $10,000,000 in satisfaction the aggregate at any one time outstanding; (j) endorsements of items for collection or partial satisfaction thereof from financially troubled account debtors or other disputes with customers or suppliers and investments consisting of the prepayment of suppliers and service providers on customary terms deposit in the ordinary course of business; (mk) Guarantees Borrower or a Subsidiary may purchase, hold or acquire (including pursuant to a merger) all the Equity Interests in a Person and may purchase or otherwise acquire (in one transaction or a series of Indebtedness permitted by Section 8.01 and of other obligations otherwise permitted hereunder; (ntransactions) investments in prepaid expenses, utility and workers’ compensation, performance and other similar deposits, each as entered into in the ordinary course of business; (o) investments consisting all or substantially all of the licensing, sublicensing assets of any other Person or contribution of intellectual property pursuant to joint marketing arrangements with other Persons; (p) investments to the extent made with (i) Qualified Equity Interests all or substantially all of the Borrower assets of a division or (ii) the cash proceeds of any Equity Issuance by the Borrower so long as such investment is consummated within 90 days branch of such Equity Issuance (provided that such cash proceeds shall not be included in the Available Amount); (q) additional investments in an aggregate amount not to exceed the greater of $250,000,000 and 11.5% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstanding; (r) the Transactions and Permitted Acquisitions; (s) other investments so long asPerson, on a Pro Forma Basis immediately after the making of any such investmentif, the Consolidated Net Leverage Ratio does not exceed 3.75 to 1.00; (t) subject to the absence of any continuing Event of Default and compliance by the Borrower on a Pro Forma Basis with the covenants set forth in Section 8.11 (each in accordance with Section 1.10, if applicable), investments from the Available Amount; and (u) investments made during a Collateral Suspension Period. For purposes of covenant compliance, the amount of any investment shall be the amount actually invested (with respect to any investment made other than in the form of cash or Cash Equivalents, valued at the fair market value thereof (as reasonably determined by the Borrower in good faith) at the time of the making thereof), without adjustment for subsequent increases or decreases in the value of each such investment, less any amount repaid, returned, distributed or otherwise received in respect of any investment, in each case, in cash, and the amount of any investment constituting a Guarantee shall be determined as stated in the definition of “Guarantee.” Any investment in any Person other than a Loan Party that is otherwise permitted by this Section 8.04 may be made through intermediate investments in Restricted Subsidiaries that are not Loan Parties and such intermediate investments shall be disregarded for purposes of determining the outstanding amount of investments pursuant to any clause set forth above. For purposes of determining compliance with this Section 8.04, if an investment meets, in whole or in part, the criteria of one or more of the categories of investments (or any portion thereof) permitted in this Section 8.04, the Borrower may, in its sole discretion, classify or divide such investment (or any portion thereof) in any manner that complies with this Section 8.04 and will be entitled to only include the amount and type of such investment (or any portion thereof) in one of the above clauses and such investment will be treated as being incurred pursuant to only such clause or clauses (or any portion thereof).acquisition:

Investments, Loans, Advances and Acquisitions. The Borrower will not, and will not permit any Restricted Subsidiary to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Subsidiary prior to such merger) any Equity Interestscapital stock, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, make or permit to exist any investment (including by way of Guarantees) or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (whether through purchase of assets, merger or otherwise), except: (a) investments in cash cash, Permitted Investments and Cash EquivalentsPermitted Acquisitions; (b) investments in existence on the Closing Date date of this Agreement and described in Schedule 8.04 6.04 and amendments, extensions and renewals thereof that do other investments outstanding as of the Effective Date not increase exceeding in acquisition cost $20,000,000 in the amount thereof and investments reflected on Schedule 6.01aggregate; (c) operating deposit accounts with depository institutions and other ordinary course cash managementinstitutions; (d) investments received in connection with a disposition permitted under Section 8.05(h) or (i)6.05 and indemnities executed in connection with the sale of Investment Tax Credits; (e) purchases of inventory and other assets to be sold or used in the ordinary course of business; (f) investments by (i) any Subsidiary of the Borrower in the Borrower and investments by any Loan Party or any Restricted Subsidiary in any Loan Party, (ii) Party or any Restricted Subsidiary that is (including, but not limited to, loans from a Loan Party in the Borrower or any other Restricted Subsidiary and (iii) any Loan Party in any to another Restricted Subsidiary that is not a Loan Party; provided that the aggregate principal amount of investments outstanding pursuant to this clause (iii) shall not exceed the greater of $150,000,000 and 7.0% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstandingSubsidiary); (g) investments by the Borrower and its Subsidiaries in the Equity Interests of their Subsidiaries to the extent outstanding as of the Effective Date; (h) loans and advances to employees in the ordinary course of business not exceeding $10,000,000 in the aggregate; (hi) investments in the form of Swap Contracts Agreements permitted by Section 8.01(h)6.01; (ij) deposits to secure bids, tenders, utilities, vendors, leases, licenses, statutory obligations, surety and appeal bonds, performance bonds and other deposits of like nature arising in the ordinary course of business; (jk) investments Investments by any Receivables Financing SPC, the Borrower or any Restricted Subsidiary Loan Party in a Receivables Financing SPC in each case made in connection with a Permitted Receivables Financing, and loans permitted ; (l) Investments by the applicable Permitted Receivables Financing Borrower and its Subsidiaries in a Captive Insurance Company in a cumulative amount from the Effective Date not to exceed $75,000,000; (m) additional Investments up to but not exceeding $80,000,000 in the aggregate during each fiscal year, including investments in Unrestricted Subsidiaries; provided, however, that are made notwithstanding the foregoing, the Borrower shall be permitted to make additional investments in Unrestricted Subsidiaries during any fiscal year in an amount equal to the aggregate amount of dividends and other distributions received by the Borrower or a its Restricted Subsidiaries from Unrestricted Subsidiaries and payments of Indebtedness by an Unrestricted Subsidiary to a Receivables Financing SPC or by a Receivables Financing SPC to the Borrower or a Restricted Subsidiary in connection therewith; (k) the Farm Credit Equities and any other stock or securities of, or investments in, a Farm Credit Lender or its investment services or programs; (l) investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors or other disputes with customers or suppliers and investments consisting of the prepayment of suppliers and service providers on customary terms in the ordinary course of business; (m) Guarantees of Indebtedness permitted by Section 8.01 and of other obligations otherwise permitted hereunder;during such fiscal year; and (n) investments in prepaid expenses, utility and workers’ compensation, performance and other similar depositsInvestments by the Borrower or any of its Restricted Subsidiaries, each as entered into in the ordinary course of business; (o) investments consisting of the licensing, sublicensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons; (p) investments to the extent made with which (i) Qualified Equity Interests existed before the time of acquisition of the Borrower Person or assets of the Person who made such investment and (ii) the cash proceeds of any Equity Issuance by the Borrower so long as such investment is consummated within 90 days was not made in anticipation of such Equity Issuance (provided that such cash proceeds shall not be included in the Available Amount); (q) additional investments in an aggregate amount not to exceed the greater of $250,000,000 and 11.5% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstanding; (r) the Transactions and Permitted Acquisitions; (s) other investments so long as, on a Pro Forma Basis immediately after the making of any such investment, the Consolidated Net Leverage Ratio does not exceed 3.75 to 1.00; (t) subject to the absence of any continuing Event of Default and compliance by the Borrower on a Pro Forma Basis with the covenants set forth in Section 8.11 (each in accordance with Section 1.10, if applicable), investments from the Available Amount; and (u) investments made during a Collateral Suspension Period. For purposes of covenant compliance, the amount of any investment shall be the amount actually invested (with respect to any investment made other than in the form of cash or Cash Equivalents, valued at the fair market value thereof (as reasonably determined by the Borrower in good faith) at the time of the making thereof), without adjustment for subsequent increases or decreases in the value of such investment, less any amount repaid, returned, distributed or otherwise received in respect of any investment, in each case, in cash, and the amount of any investment constituting a Guarantee shall be determined as stated in the definition of “Guaranteeacquisition.” Any investment in any Person other than a Loan Party that is otherwise permitted by this Section 8.04 may be made through intermediate investments in Restricted Subsidiaries that are not Loan Parties and such intermediate investments shall be disregarded for purposes of determining the outstanding amount of investments pursuant to any clause set forth above. For purposes of determining compliance with this Section 8.04, if an investment meets, in whole or in part, the criteria of one or more of the categories of investments (or any portion thereof) permitted in this Section 8.04, the Borrower may, in its sole discretion, classify or divide such investment (or any portion thereof) in any manner that complies with this Section 8.04 and will be entitled to only include the amount and type of such investment (or any portion thereof) in one of the above clauses and such investment will be treated as being incurred pursuant to only such clause or clauses (or any portion thereof).

Investments, Loans, Advances and Acquisitions. The Borrower will not, and will not permit any Restricted Subsidiary to, purchasePurchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Subsidiary prior to such merger) any Equity InterestsCapital Stock, evidences of indebtedness Indebtedness or other securities of (including any option, warrant or other right to acquire any of the foregoing) of), make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment (including by way of Guarantees) or any other interest in, any other Personperson, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person person constituting a business unit (whether through purchase of assets, merger or otherwise)unit, except: (a) investments (i) existing on the Effective Date in cash the capital stock of the Subsidiaries; (ii) by UCAR in the capital stock of Global and Cash Equivalentsthe Borrower; (iii) by Global or any Subsidiary in any Loan Party (so long as such person shall remain a Loan Party after giving effect to such investment); and (iv) by any Subsidiary that is not a Loan Party in any Wholly Owned Subsidiary that is not a Loan Party (so long as such Subsidiary shall remain a Wholly Owned Subsidiary after giving effect to such investment); (b) investments in existence on the Closing Date and described in Schedule 8.04 and amendments, extensions and renewals thereof that do not increase the amount thereof Permitted Investments and investments reflected on Schedule 6.01that were Permitted Investments when made; (c) operating deposit accounts with depository institutions and other ordinary course cash managementinvestments arising out of the receipt by Global or any Subsidiary of noncash consideration for the sale of assets permitted under Section 7.05 provided that such consideration (if the stated amount or value thereof is in excess of $1,000,000) is pledged upon receipt pursuant to the Pledge Agreements to the extent required thereby; (d) investments received in connection the Intercompany Loans and intercompany loans to Global, the Borrower or Subsidiary Loan Parties that comply with a disposition permitted under Section 8.05(h) or (i)7.01; (e) purchases (i) loans and advances to employees of inventory UCAR, Global, the Borrower or the Subsidiaries not to exceed $6,000,000 in the aggregate at any time outstanding (excluding up to $1,000,000 in loans existing on the Effective Date to former employees) and other assets (ii) advances of payroll payments and expenses to be sold or used employees in the ordinary course of business; (f) investments by (i) any Loan Party in any Loan Party, (ii) any Restricted Subsidiary that is not a Loan Party in the Borrower or any other Restricted Subsidiary accounts receivable arising and (iii) any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that the aggregate principal amount of investments outstanding pursuant to this clause (iii) shall not exceed the greater of $150,000,000 and 7.0% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstanding; (g) loans and advances to employees trade credit granted in the ordinary course of business not exceeding $10,000,000 in the aggregate; (h) investments in the form of Swap Contracts permitted by Section 8.01(h); (i) deposits to secure bids, tenders, utilities, vendors, leases, licenses, statutory obligations, surety and appeal bonds, performance bonds and other deposits of like nature arising in the ordinary course of business; (j) investments by any Receivables Financing SPC, the Borrower or any Restricted Subsidiary in a Receivables Financing SPC in each case made in connection with a Permitted Receivables Financing, and loans permitted by the applicable Permitted Receivables Financing that are made by the Borrower or a Restricted Subsidiary to a Receivables Financing SPC or by a Receivables Financing SPC to the Borrower or a Restricted Subsidiary in connection therewith; (k) the Farm Credit Equities and any other stock or securities of, or investments in, a Farm Credit Lender or its investment services or programs; (l) investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss and (ii) prepayments and other disputes with customers or credits to suppliers and investments consisting of the prepayment of suppliers and service providers on customary terms made in the ordinary course of businessbusiness consistent with the past practices of UCAR, Global and the Subsidiaries; (mg) Guarantees of Indebtedness Interest/Exchange Rate Protection Agreements permitted by pursuant to Section 8.01 and of other obligations otherwise permitted hereunder7.01(a)(iii); (nh) investments, other than investments listed in prepaid expensesparagraphs (a) through (g) of this Section, utility existing on the Effective Date and workers’ compensation, performance and other similar deposits, each as entered into in the ordinary course of businessset forth on Schedule 7.04; (oi) investments consisting of the licensing, sublicensing resulting from pledges and deposits referred to in Section 7.02(g) or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;(h); and (p) investments to the extent made with (i) Qualified Equity Interests of the Borrower or investments constituting Permitted Acquisitions made with Available Disposition Proceeds and (ii) investments constituting Permitted Subsidiary Investments or investments in Unrestricted Subsidiaries made after the Effective Date (A) with Equity Proceeds or (B) in respect of which the aggregate amount of consideration (whether cash proceeds of any Equity Issuance by or property, as valued at the Borrower so long as time each such investment is consummated within 90 days made) does not exceed (net of any return representing return of capital of (but not return on) any such investment) at any time the amount set forth on Schedule A for the Leverage Ratio that is in effect at such time (it being agreed that any such investment permitted when made shall not cease to be permitted as a result of the applicable Leverage Ratio subsequently changing), PROVIDED that (x) the aggregate amount of the consideration (whether cash or property, as valued at the time each such investment is made) for all investments made in Unrestricted Subsidiaries (other than investments made therein with Equity Issuance Proceeds after the Effective Date) shall not exceed (provided net of return of capital of (but not return on) any such investment) $50,000,000 at any time (it being understood that such cash proceeds investments referred to in clause (E) of the definition of "Unrestricted Subsidiary" shall not be included in the Available Amount); (q) additional investments in an aggregate amount not to exceed the greater of $250,000,000 determining compliance with such limitation and 11.5% of Consolidated Total Assets (that no investment shall be deemed made solely as shown on or determined in accordance with the most recent financial statements a result of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date transfer of ownership of the making thereofCapital Stock of UCAR Graph-Tech Inc. to UCAR), and (A) no more than $15,000,000 of such amount at any time outstanding; may be invested in UCAR Graph-Tech Inc. and (rB) no more than $25,000,000 of such amount at any time may be invested in Unrestricted Subsidiaries not engaged primarily in Related Businesses, and (y) the Transactions and Permitted Acquisitions; (s) other investments so long as, on a Pro Forma Basis immediately after the making of any such investment, the Consolidated Net Leverage Ratio does not exceed 3.75 to 1.00; (t) subject to the absence of any continuing Event of Default and compliance by the Borrower on a Pro Forma Basis with the covenants set forth in Section 8.11 (each in accordance with Section 1.10, if applicable), investments from the Available Amount; and (u) investments made during a Collateral Suspension Period. For purposes of covenant compliance, the aggregate amount of any investment shall be the amount actually invested consideration (with respect to any investment made other than in the form of whether cash or Cash Equivalentsproperty, as valued at the fair market value thereof (as reasonably determined by the Borrower time each such investment is made) for all Permitted Subsidiary Investments made in good faith) persons in which at the time of determination Global owns, directly or indirectly, less than 90% of the making thereof), without adjustment for subsequent increases or decreases in outstanding Capital Stock (other than investments made therein with Equity Proceeds) after the value Effective Date shall not exceed (net of return of capital of (but not return on) any such investment) $125,000,000 at any time, less of which no more than $30,000,000 at any amount repaid, returned, distributed or otherwise received in respect of any investment, in each case, in cash, and the amount of any investment constituting a Guarantee shall be determined as stated in the definition of “Guarantee.” Any investment in any Person other than a Loan Party that is otherwise permitted by this Section 8.04 time may be made through intermediate investments invested in Restricted Subsidiaries persons that are not Loan Parties and such intermediate investments Subsidiaries. Notwithstanding the foregoing, under no circumstances shall be disregarded for purposes of determining the outstanding amount of investments pursuant to any clause set forth above. For purposes of determining compliance with this Section 8.04, if an investment meets, in whole or in part, the criteria of one or more Foreign Subsidiary own any of the categories Capital Stock of investments (or any portion thereof) permitted in this Section 8.04, the Borrower may, in its sole discretion, classify or divide such investment (or any portion thereof) in any manner that complies with this Section 8.04 and will be entitled to only include the amount and type of such investment (or any portion thereof) in one of the above clauses and such investment will be treated as being incurred pursuant to only such clause or clauses (or any portion thereof)Domestic Subsidiary.

Investments, Loans, Advances and Acquisitions. The Borrower will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Wholly–Owned Subsidiary prior to such merger) any Equity InterestsInterests in, or evidences of indebtedness Indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, or make or permit to exist any loans or advances to, or make or permit to exist any investment (including by way of Guarantees) or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (whether through purchase of assets, merger or otherwise)unit, except: (a) investments Investments held by the Borrower or any Subsidiary in the form of cash and Cash Equivalentsequivalents or short-term marketable debt securities; (b) investments in existence investments, loans and advances existing on the Closing Date date hereof and described in Schedule 8.04 and amendments, extensions and renewals thereof that do not increase the amount thereof and investments reflected set forth on Schedule 6.015.23, to the extent such investments would not be permitted under any other clause of this Section; (c) operating deposit accounts with depository institutions investments by the Borrower and other ordinary course cash managementits Subsidiaries in Equity Interests in their respective Subsidiaries, provided that any such Equity Interests issued by a Material Subsidiary shall be pledged to the extent required hereby; (d) loans or advances made by the Borrower to any Subsidiary and made by any Subsidiary to the Borrower or any other Subsidiary in accordance with the limitations set forth in Section 5.12; (e) loans or advances made by the Borrower to third parties other than Subsidiaries; provided that the Dollar Equivalent of the aggregate outstanding amount of all Indebtedness permitted under the permissions of this subclause (e) shall not at any time exceed $25,000,000; (f) investments received in connection with a disposition permitted under Section 8.05(h) the bankruptcy or (i); (e) purchases reorganization of, or settlement of inventory delinquent accounts and other assets to be sold or used disputes with, customers and suppliers, in each case in the ordinary course of business; (f) investments by (i) any Loan Party in any Loan Party, (ii) any Restricted Subsidiary that is not a Loan Party in the Borrower or any other Restricted Subsidiary and (iii) any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that the aggregate principal amount of investments outstanding pursuant to this clause (iii) shall not exceed the greater of $150,000,000 and 7.0% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstanding; (g) loans and advances to employees in the ordinary course of business not exceeding $10,000,000 in the aggregatetransactions permitted by Section 5.10; (h) investments in the form extensions of Swap Contracts permitted by Section 8.01(h); (i) deposits to secure bids, tenders, utilities, vendors, leases, licenses, statutory obligations, surety and appeal bonds, performance bonds and other deposits of like nature arising trade credit in the ordinary course of business; (i) investments in the Equity Interests in the special purpose entities established under the Receivable Securitizations permitted by Section 5.12; provided that, the aggregate amount of cash invested in all such entities shall not exceed $1,000,000; (j) investments by any Receivables Financing SPC, the Borrower or any Restricted Subsidiary may purchase, hold or acquire any Equity Interests in, or evidences of Indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, or make or permit to exist any loans or advances to, or make or permit to exist any other investment or any other interest in, any other Person; provided that, the sum of the following made, acquired or held under the permissions of this clause (j) shall not exceed $10,000,000 at any time: (i) the aggregate amount paid to acquire the Equity Interests, other securities, other investments or other interest in a Receivables Financing SPC in each case made in connection with a Permitted Receivables Financing, Persons; plus (ii) the aggregate outstanding principal amount of any such Indebtedness and other loans permitted by the applicable Permitted Receivables Financing that are made by the Borrower or a Restricted Subsidiary to a Receivables Financing SPC or by a Receivables Financing SPC to the Borrower or a Restricted Subsidiary in connection therewithand advances; (k) the Farm Credit Equities if no Default or Event of Default exists or would result therefrom, Borrower and any other stock Subsidiary may acquire all the Equity Interests of any Person or securities ofall or substantially all of the assets of any Person or the assets of a Person constituting a business unit if: (i) The proposed acquisition is an acquisition of the Equity Interests of a Target, the acquisition is structured so that the Target will become a Wholly-Owned Subsidiary or investments inwill, simultaneously with the acquisition be merged into the Borrower or a Farm Credit Lender Wholly-Owned Subsidiary. If the proposed acquisition is an acquisition of a business unit or its investment services all or programssubstantially all of the assets of a Person, the acquisition will be structured so that Borrower or one or more Wholly-Owned Subsidiaries will acquire the assets; (lii) investments consisting of extensions of credit The Purchase Price (as defined below) for the proposed acquisition in question together with the Purchase Prices paid for all acquisitions consummated in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors or other disputes with customers or suppliers and investments consisting most recent twelve month period does not exceed a Dollar Equivalent amount equal to EBITDA for such period; provided that if as of the prepayment date of suppliers and service providers on customary terms in any proposed acquisition, (A) the ordinary course of business; (m) Guarantees of Indebtedness permitted by Section 8.01 and of other obligations otherwise permitted hereunder; (n) investments in prepaid expenses, utility and workers’ compensation, performance and other similar deposits, each as entered into in the ordinary course of business; (o) investments consisting of the licensing, sublicensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons; (p) investments to the extent made with (i) Qualified Equity Interests unsecured senior debt rating of the Borrower has been upgraded to BBB or better by S&P and Baa2 or better by Mxxxx’x; (B) the Borrower has retained those ratings for more than 6 months; and (C) such debt is not on negative watch by any rating agency which has issued the Borrower such debt rating, then the restrictions contained in this clause (ii) shall not apply; provided further, however, if at any time thereafter: (a) the cash proceeds unsecured senior debt rating of the Borrower has been downgraded below BBB by S&P or below Baa2 by Mxxxx’x or (b) such debt is on negative watch by any rating agency which has issued the Borrower such debt rating, then the restrictions contained in this clause (ii) shall apply to any proposed acquisition thereafter consummated (the term “Purchase Price” means, as of any Equity Issuance date of determination and with respect to a proposed acquisition, the purchase price to be paid for the Target or its assets, including all cash consideration paid (whether classified as purchase price, non-compete or consulting payments or otherwise), the value of all other assets to be transferred by the Borrower so long as purchaser in connection with such investment is consummated within 90 days of such Equity Issuance acquisition to the seller (provided that such cash proceeds shall not be included in including any stock issued to the Available Amount); (qseller) additional investments in an aggregate amount not to exceed the greater of $250,000,000 and 11.5% of Consolidated Total Assets (as shown on or determined all valued in accordance with the most recent financial statements applicable purchase agreement and the outstanding principal amount of all Indebtedness of the Borrower delivered pursuant to Section 7.01(a) Target or (b) prior to that the date of the making thereof) at any time outstandingpurchaser assumed or acquired in connection with such acquisition); (r) the Transactions and Permitted Acquisitions; (s) other investments so long as, on a Pro Forma Basis immediately after the making of any such investment, the Consolidated Net Leverage Ratio does not exceed 3.75 to 1.00; (t) subject to the absence of any continuing Event of Default and compliance by the Borrower on a Pro Forma Basis with the covenants set forth in Section 8.11 (each in accordance with Section 1.10, if applicable), investments from the Available Amount; and (u) investments made during a Collateral Suspension Period. For purposes of covenant compliance, the amount of any investment shall be the amount actually invested (with respect to any investment made other than in the form of cash or Cash Equivalents, valued at the fair market value thereof (as reasonably determined by the Borrower in good faith) at the time of the making thereof), without adjustment for subsequent increases or decreases in the value of such investment, less any amount repaid, returned, distributed or otherwise received in respect of any investment, in each case, in cash, and the amount of any investment constituting a Guarantee shall be determined as stated in the definition of “Guarantee.” Any investment in any Person other than a Loan Party that is otherwise permitted by this Section 8.04 may be made through intermediate investments in Restricted Subsidiaries that are not Loan Parties and such intermediate investments shall be disregarded for purposes of determining the outstanding amount of investments pursuant to any clause set forth above. For purposes of determining compliance with this Section 8.04, if an investment meets, in whole or in part, the criteria of one or more of the categories of investments (or any portion thereof) permitted in this Section 8.04, the Borrower may, in its sole discretion, classify or divide such investment (or any portion thereof) in any manner that complies with this Section 8.04 and will be entitled to only include the amount and type of such investment (or any portion thereof) in one of the above clauses and such investment will be treated as being incurred pursuant to only such clause or clauses (or any portion thereof).

Investments, Loans, Advances and Acquisitions. The Borrower will not, and will not permit any Restricted Subsidiary to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Subsidiary prior to such merger) any Equity Interests, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, make or permit to exist any investment (including by way of Guarantees) or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (whether through purchase of assets, merger or otherwise), except: (a) investments in cash : cash, Cash Equivalents and Cash Equivalents; (b) Permitted Acquisitions; investments in existence on the Closing Effective Date and described in Schedule 8.04 and amendments, extensions and renewals thereof that do not increase the amount thereof and investments reflected on Schedule 6.01; (c) 6.04; operating deposit accounts with depository institutions and other ordinary course cash management; (d) institutions; investments received in connection with a disposition permitted under Section 8.05(h) or (i); (e) 6.05; purchases of inventory and other assets to be sold or used in the ordinary course of business; (f) ; investments by (i) any Subsidiary of the Borrower in any Loan Party, investments by any Loan Party in any Loan Party, (ii) any Restricted Subsidiary that is not a other Loan Party in the Borrower or any other Restricted Subsidiary (including, but not limited to, intercompany loans) and (iii) any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that the aggregate principal amount of investments outstanding pursuant to this clause (iii) shall not exceed the greater of $150,000,000 and 7.0% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements by Subsidiaries of the Borrower delivered pursuant to Section 7.01(a) or (b) prior that are not Loan Parties in Subsidiaries of the Borrower that are not Loan Parties; Investmentsinvestments by the Borrower and its Restricted Subsidiaries in the Equity Interests of their Subsidiaries to the date extent outstanding as of the making thereof) at any time outstanding; (g) Effective Date; loans and advances to employees in the ordinary course of business not exceeding $10,000,000 in the aggregate; (h) ; investments in the form of Swap Contracts Agreements permitted by Section 8.01(h); (i) 6.01; deposits to secure bids, tenders, utilities, vendors, leases, licenses, statutory obligations, surety and appeal bonds, performance bonds and other deposits of like nature arising in the ordinary course of business; (j) ; investments by any Receivables Financing SPC, the Borrower SPC or any Restricted Subsidiary Loan Party in a Receivables Financing SPC in each case made in connection with a Permitted Receivables Financing, and loans permitted by the applicable Permitted Receivables Financing that are made by the Borrower or a Restricted Subsidiary Loan Party to a Receivables Financing SPC or by a Receivables Financing SPC to the Borrower or a Restricted Subsidiary Loan Party in connection therewith; ; investments acquired through a Permitted Acquisition, each of which (ki) existed before the Farm Credit Equities time of acquisition of the Person or assets of the Person who made such investment and any other stock or securities of, or (ii) was not made in anticipation of such acquisition; investments in, by the Borrower and its Subsidiaries in a Farm Credit Lender or its investment services or programs; (l) Captive Insurance Company in a cumulative amount from the Effective Date not to exceed $75,000,000; investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors or other disputes with customers or suppliers to the extent reasonably necessary in order to prevent or limit loss and investments Investments consisting of the prepayment of suppliers and service providers on customary terms in the ordinary course of business; (m) ; Guarantees of Indebtedness permitted by Section 8.01 and 6.01; to the extent permitted by Section 6.05, non-cash consideration received in connection with sales or dispositions; to the extent constituting an investment by such Person, the payment, prepayment, redemption or acquisition for value of other obligations otherwise Indebtedness of such Person permitted hereunder; (n) investments in prepaid expenses, utility and workers’ compensation, performance and other similar deposits, each as entered into in the ordinary course of business; (o) investments consisting of the licensing, sublicensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons; (p) by this Agreement; investments to the extent made with (i) Qualified Equity Interests of the Borrower or (ii) the cash proceeds of any an Equity Issuance by the Borrower Borrower, so long as such investment is consummated within 90 days of such Equity Issuance (provided that such cash proceeds shall not be included in the Available Amount); (q) Issuance; additional investments in Unrestricted Subsidiaries during any fiscal year in an amount equal to the aggregate amount not to exceed the greater of $250,000,000 dividends and 11.5% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstanding; (r) the Transactions and Permitted Acquisitions; (s) other investments so long as, on a Pro Forma Basis immediately after the making of any such investment, the Consolidated Net Leverage Ratio does not exceed 3.75 to 1.00; (t) subject to the absence of any continuing Event of Default and compliance distributions received by the Borrower on or its Restricted Subsidiaries from Unrestricted Subsidiaries and payments of Indebtedness by an Unrestricted Subsidiary to the Borrower or a Pro Forma Basis with the covenants set forth in Section 8.11 (each in accordance with Section 1.10, if applicable), investments from the Available AmountRestricted Subsidiary during such fiscal year; and (u) investments made during a Collateral Suspension Period. For purposes of covenant compliance, the amount of any investment shall be the amount actually invested (with respect to any investment made other than in the form of cash or Cash Equivalents, valued at the fair market value thereof (as reasonably determined by the Borrower in good faith) at the time of the making thereof), without adjustment for subsequent increases or decreases in the value of such investment, less any amount repaid, returned, distributed or otherwise received in respect of any investment, in each case, in cash, and the amount of any investment constituting a Guarantee shall be determined as stated in the definition of “Guarantee.” Any investment in any Person other than a Loan Party that is otherwise permitted by this Section 8.04 may be made through intermediate investments in Restricted Subsidiaries that are not Loan Parties and such intermediate investments shall be disregarded for purposes of determining the outstanding amount of investments pursuant to any clause set forth above. For purposes of determining compliance with this Section 8.04, if an investment meets, in whole or in part, the criteria of one or more of the categories of investments (or any portion thereof) permitted in this Section 8.04, the Borrower may, in its sole discretion, classify or divide such investment (or any portion thereof) in any manner that complies with this Section 8.04 and will be entitled to only include the amount and type of such investment (or any portion thereof) in one of the above clauses and such investment will be treated as being incurred pursuant to only such clause or clauses (or any portion thereof).

Investments, Loans, Advances and Acquisitions. The Borrower Company will not, and will not permit any Restricted Subsidiary to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Subsidiary prior to such merger) any Equity Interests, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, make or permit to exist retain any investment (including by way whether through the purchase of Guaranteesstock, obligations, capital contributions or otherwise) in or make any other interest inloan or advance to, any other Person, or purchase acquire substantially as an entirety the Property or otherwise acquire (in one transaction or a series of transactions) any assets business of any other Person constituting a business unit (whether through purchase of assetsPerson, merger or otherwise), exceptother than: (a) investments in cash certificates of deposit having a maturity of two years or less issued by any Bank or any other commercial bank having a long-term rating at the time of investment of at least AA by Standard & Poor's Ratings Services Group, a division of The McGraw-Hill Companies, Inc. ("S&P") or Aa by Moody's Investor Sexxxxxx, Xxx. ("Moody's") and Cash Equivalentsa short-term ratxxx xx the time of investment of A-1 from S&P or P-1 from Moody's; (b) investments in existence on commercial paper rated at the Closing Date and described in Schedule 8.04 and amendments, extensions and renewals thereof that do not increase time of investment P-1 by Moody's or A-1 by S&P maturing within 270 days of the amount thereof and investments reflected on Schedule 6.01date of issuance thereof; (c) operating deposit accounts with depository institutions and other ordinary course cash managementinvestments shown on the financial statements referred to in Section 5.2 in existing Subsidiaries; (d) investments received in connection with a disposition permitted under Section 8.05(h) acquisitions of the Property or business of any Person, provided (i)) that no Potential Default or Event of Default shall then exist after giving effect to such acquisition and no change of the voting control or management of the Company shall result therefrom; (ii) that the aggregate purchase price (including the principal amount of obligations assumed by the Company or a Subsidiary) paid in any single acquisition shall not exceed $15,000,000 and (iii) that the aggregate purchase price (determined as described above) paid in all such acquisitions made prior to the Revolving Credit Termination Date shall not exceed $25,000,000; (e) purchases marketable full faith and credit obligations of inventory the United States of America or of any agency thereof for which the full faith and other assets to be sold or used in credit of the ordinary course United States of businessAmerica has been pledged; (f) investments repurchase, reverse repurchase and security lending agreements collateralized by securities of the type described in subsection (i) any Loan Party in any Loan Partye), (ii) any Restricted Subsidiary that is not a Loan Party in the Borrower or any other Restricted Subsidiary and (iii) any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that the aggregate principal amount Company or Subsidiary, as the case may be, which is a party to such arrangement shall hold (individually or through an agent or bailee) all securities relating thereto during the entire term of investments outstanding pursuant to this clause (iii) shall not exceed the greater of $150,000,000 and 7.0% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstandingeach such arrangement; (g) loans municipal debt securities commonly known as "lower floaters" or "variable rate demand notes" so long as (i) such securities provide that the owner thereof may require that such securities be bought from it upon 7 days notice by such owner, and advances to employees in (ii) such securities shall have a long-term rating at the ordinary course time of business not exceeding $10,000,000 in investment of at least AA by S&P or Aa by Moody's and a short-term rating at the aggregatetime of investment of A-1 from S&P or P-1 from Moody's; (h) investments in the form an aggregate principal amount of Swap Contracts up to $1,000,000 and not otherwise permitted by Section 8.01(h)this Section, in certificates of deposit in any commercial bank; (i) deposits investments in and loans and advances to secure bids, tenders, utilities, vendors, leases, licenses, statutory obligations, surety and appeal bonds, performance bonds and the Company or any Subsidiary by the Company or any other deposits of like nature arising in the ordinary course of business;Subsidiary; and (j) investments by any Receivables Financing SPC, the Borrower or any Restricted Subsidiary a loan in a Receivables Financing SPC in each case made in connection with a Permitted Receivables Financing, and loans permitted by the applicable Permitted Receivables Financing that are made by the Borrower or a Restricted Subsidiary to a Receivables Financing SPC or by a Receivables Financing SPC to the Borrower or a Restricted Subsidiary in connection therewith; (k) the Farm Credit Equities and any other stock or securities of, or investments in, a Farm Credit Lender or its investment services or programs; (l) investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors or other disputes with customers or suppliers and investments consisting of the prepayment of suppliers and service providers on customary terms in the ordinary course of business; (m) Guarantees of Indebtedness permitted by Section 8.01 and of other obligations otherwise permitted hereunder; (n) investments in prepaid expenses, utility and workers’ compensation, performance and other similar deposits, each as entered into in the ordinary course of business; (o) investments consisting of the licensing, sublicensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons; (p) investments to the extent made with (i) Qualified Equity Interests of the Borrower or (ii) the cash proceeds of any Equity Issuance by the Borrower so long as such investment is consummated within 90 days of such Equity Issuance (provided that such cash proceeds shall not be included in the Available Amount); (q) additional investments in an aggregate principal amount not to exceed the greater of $250,000,000 and 11.5% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior 500,000 to the date of the making thereof) at any time outstanding; (r) the Transactions and Permitted Acquisitions; (s) other investments so long as, on a Pro Forma Basis immediately after the making of any such investment, the Consolidated Net Leverage Ratio does not exceed 3.75 to 1.00; (t) subject to the absence of any continuing Event of Default and compliance by the Borrower on a Pro Forma Basis with the covenants set forth in Section 8.11 (each in accordance with Section 1.10, if applicable), investments from the Available Amount; and (u) investments made during a Collateral Suspension Period. For purposes of covenant compliance, the amount of any investment shall be the amount actually invested (with respect to any investment made other than in the form of cash or Cash Equivalents, valued at the fair market value thereof (as reasonably determined by the Borrower in good faith) at the time of the making thereof), without adjustment for subsequent increases or decreases in the value of such investment, less any amount repaid, returned, distributed or otherwise received in respect of any investment, in each case, in cash, and the amount of any investment constituting a Guarantee shall be determined as stated in the definition of “GuaranteeCompany's employees' stock ownership plan.” Any investment in any Person other than a Loan Party that is otherwise permitted by this Section 8.04 may be made through intermediate investments in Restricted Subsidiaries that are not Loan Parties and such intermediate investments shall be disregarded for purposes of determining the outstanding amount of investments pursuant to any clause set forth above. For purposes of determining compliance with this Section 8.04, if an investment meets, in whole or in part, the criteria of one or more of the categories of investments (or any portion thereof) permitted in this Section 8.04, the Borrower may, in its sole discretion, classify or divide such investment (or any portion thereof) in any manner that complies with this Section 8.04 and will be entitled to only include the amount and type of such investment (or any portion thereof) in one of the above clauses and such investment will be treated as being incurred pursuant to only such clause or clauses (or any portion thereof).

Investments, Loans, Advances and Acquisitions. The Borrower will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Subsidiary prior to such merger) any Equity Interests, Interests in or evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, or make or permit to exist any investment (including by way of Guarantees) or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (whether through purchase of assets, merger or otherwise)unit, except: (a) investments in cash and Cash EquivalentsPermitted Investments; (b) investments in existence existing on the Closing Date date hereof and described in Schedule 8.04 and amendments, extensions and renewals thereof that do not increase the amount thereof and investments reflected set forth on Schedule 6.016.04; (c) operating deposit accounts with depository institutions investments by the Borrower and other ordinary course cash managementits Subsidiaries in Equity Interests in their respective Subsidiaries; (d) loans or advances made by the Borrower to any Subsidiary and made by any Subsidiary to the Borrower or any other Subsidiary; provided that such loans and advances shall be subject to the conditions set forth in Section 6.01(d); (e) investments received in connection with a disposition permitted under Section 8.05(h) the bankruptcy or (i); (e) purchases reorganization of, or settlement of inventory delinquent accounts and other assets to be sold or used disputes with, customers and suppliers, in each case in the ordinary course of business; (f) investments by (i) any Loan Party in any Loan Party, (ii) any Restricted Subsidiary that is not a Loan Party in the Borrower or any notes and other Restricted Subsidiary and (iii) any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that the aggregate principal amount of investments outstanding pursuant to this clause (iii) shall not exceed the greater of $150,000,000 and 7.0% of Consolidated Total Assets (non–cash consideration received as shown on or determined in accordance with the most recent financial statements part of the Borrower delivered purchase price of assets disposed of pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstanding6.05; (g) loans and advances to employees in the ordinary course extension of business not exceeding $10,000,000 in the aggregate; (h) investments in the form of Swap Contracts permitted by Section 8.01(h); (i) deposits to secure bids, tenders, utilities, vendors, leases, licenses, statutory obligations, surety and appeal bonds, performance bonds and other deposits of like nature arising trade credit in the ordinary course of business; (jh) investments by any Receivables Financing SPC, the Borrower or any Restricted Subsidiary in a Receivables Financing SPC in each case made in connection with a Permitted Receivables Financing, and loans Swap Agreements permitted by the applicable Permitted Receivables Financing that are made by the Borrower or a Restricted Subsidiary to a Receivables Financing SPC or by a Receivables Financing SPC to the Borrower or a Restricted Subsidiary in connection therewithSection 6.07; (ki) loans and advances to officers, directors, and employees of the Farm Credit Equities Borrower and any other stock or securities of, or investments in, a Farm Credit Lender or its investment services or programs; (l) investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit Subsidiaries made in the ordinary course of businessbusiness for travel and entertainment expenses, relocation costs and investments received similar purposes up to a maximum for all such loans and advances of $10,000,000 in satisfaction the aggregate at any one time outstanding; (j) endorsements of items for collection or partial satisfaction thereof from financially troubled account debtors or other disputes with customers or suppliers and investments consisting of the prepayment of suppliers and service providers on customary terms deposit in the ordinary course of business; (mk) Guarantees Borrower or a Subsidiary may purchase, hold or acquire (including pursuant to a merger) all the Equity Interests in a Person and may purchase or otherwise acquire (in one transaction or a series of Indebtedness permitted by Section 8.01 and of other obligations otherwise permitted hereunder; (ntransactions) investments in prepaid expenses, utility and workers’ compensation, performance and other similar deposits, each as entered into in the ordinary course of business; (o) investments consisting all or substantially all of the licensing, sublicensing assets of any other Person or contribution of intellectual property pursuant to joint marketing arrangements with other Persons; (p) investments to the extent made with (i) Qualified Equity Interests all or substantially all of the Borrower assets of a division or (ii) the cash proceeds of any Equity Issuance by the Borrower so long as such investment is consummated within 90 days branch of such Equity Issuance (provided that such cash proceeds shall not be included in the Available Amount); (q) additional investments in an aggregate amount not to exceed the greater of $250,000,000 and 11.5% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstanding; (r) the Transactions and Permitted Acquisitions; (s) other investments so long asPerson, on a Pro Forma Basis immediately after the making of any such investmentif, the Consolidated Net Leverage Ratio does not exceed 3.75 to 1.00; (t) subject to the absence of any continuing Event of Default and compliance by the Borrower on a Pro Forma Basis with the covenants set forth in Section 8.11 (each in accordance with Section 1.10, if applicable), investments from the Available Amount; and (u) investments made during a Collateral Suspension Period. For purposes of covenant compliance, the amount of any investment shall be the amount actually invested (with respect to any investment made other than in the form of cash or Cash Equivalents, valued at the fair market value thereof (as reasonably determined by the Borrower in good faith) at the time of the making thereof), without adjustment for subsequent increases or decreases in the value of each such investment, less any amount repaid, returned, distributed or otherwise received in respect of any investment, in each case, in cash, and the amount of any investment constituting a Guarantee shall be determined as stated in the definition of “Guarantee.” Any investment in any Person other than a Loan Party that is otherwise permitted by this Section 8.04 may be made through intermediate investments in Restricted Subsidiaries that are not Loan Parties and such intermediate investments shall be disregarded for purposes of determining the outstanding amount of investments pursuant to any clause set forth above. For purposes of determining compliance with this Section 8.04, if an investment meets, in whole or in part, the criteria of one or more of the categories of investments (or any portion thereof) permitted in this Section 8.04, the Borrower may, in its sole discretion, classify or divide such investment (or any portion thereof) in any manner that complies with this Section 8.04 and will be entitled to only include the amount and type of such investment (or any portion thereof) in one of the above clauses and such investment will be treated as being incurred pursuant to only such clause or clauses (or any portion thereof).acquisition:

Investments, Loans, Advances and Acquisitions. The Borrower Neither the Company nor any Subsidiary will not, and will not permit any Restricted Subsidiary to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Subsidiary prior to such merger) any Equity Interests, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, make or permit to exist retain any investment (including by way whether through the purchase of Guaranteesstock, obligations or otherwise) in or make any loan or advance to, any other interest in, Person or acquire substantially as an entirety the Property or business of any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (whether through purchase of assets, merger or otherwise), exceptthan: (a) investments in cash and Cash Equivalentscertificates of deposit having a maturity of one year or less issued by any of the Banks; (b) investments investments, loans and advances in existence on or to any existing Subsidiary or Beaver Valley Cranberry Growers Association, provided that the Closing Date and described respective amounts thereof shall not exceed the amounts disclosed to the Banks in Schedule 8.04 and amendmentsthe August 31, extensions and renewals thereof that do not increase the amount thereof and investments reflected on Schedule 6.012001 financial statements referred to in Section 5.3 hereof; (c) operating deposit accounts with depository institutions travel advances, entertainment and other ordinary course cash management; (d) investments received in connection with a disposition permitted under Section 8.05(h) moving expenses and directors fees to officers, directors and employees of the Company or (i); (e) purchases of inventory and other assets to be sold or used any Subsidiary in the ordinary course of business; (fd) investments by (i) any Loan Party in any Loan Party, (ii) any Restricted Subsidiary that is not a Loan Party receivables arising in the Borrower or any other Restricted Subsidiary ordinary course of the Company's and the Subsidiaries' businesses; (iiie) any Loan Party in any Restricted Subsidiary that full faith and credit obligations of the United States of America and securities the payment of principal of and interest on is not a Loan Partyunconditionally guaranteed by the United States of America; provided that all such obligations and securities shall have a maturity of one year or less; (f) acquisitions of Cranberry Businesses, provided, that such acquisition has the aggregate principal amount of investments outstanding pursuant to this clause (iii) shall not exceed the greater of $150,000,000 and 7.0% of Consolidated Total Assets (as shown on effective written consent or determined in accordance with the most recent financial statements prior approval of the Borrower delivered pursuant to Section 7.01(aboard of directors (or equivalent governing body) or (b) prior to the date of the making thereof) at any time outstandingPerson being acquired; (g) loans and advances to employees Wildhawk, Inc. in the ordinary course of business an aggregate principal amount outstanding at any time not exceeding to exceed Five Hundred Thousand Dollars ($10,000,000 in the aggregate500,000); (h) investments in entities engaged in the form of Swap Contracts permitted Cranberry Business (other than a Permitted Acquisition which shall be governed by Section 8.01(h7.13(f);) provided that the aggregate amount of such investments outstanding at any one time does not exceed Five Million Dollars ($5,000,000); and (i) deposits to secure bids, tenders, utilities, vendors, leases, licenses, statutory obligations, surety and appeal bonds, performance bonds and other deposits of like nature arising in the ordinary course of business; (j) investments by any Receivables Financing SPC, the Borrower or any Restricted Subsidiary in a Receivables Financing SPC in each case made in connection with a Permitted Receivables Financing, and loans permitted by the applicable Permitted Receivables Financing that are made by the Borrower or a Restricted Subsidiary to a Receivables Financing SPC or by a Receivables Financing SPC to the Borrower or a Restricted Subsidiary in connection therewith; (k) the Farm Credit Equities and any other stock or securities of, or investments in, a Farm Credit Lender or its investment services or programs; (l) investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors or other disputes with customers or suppliers and investments consisting of the prepayment of suppliers and service providers on customary terms in the ordinary course of business; (m) Guarantees of Indebtedness permitted by Section 8.01 and of other obligations otherwise permitted hereunder; (n) investments in prepaid expenses, utility and workers’ compensation, performance and other similar deposits, each as entered into in the ordinary course of business; (o) investments consisting of the licensing, sublicensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons; (p) investments to the extent made with (i) Qualified Equity Interests of the Borrower or (ii) the cash proceeds of any Equity Issuance by the Borrower so long as such investment is consummated within 90 days of such Equity Issuance (provided that such cash proceeds shall not be included in the Available Amount); (q) additional investments in an aggregate amount not to exceed the greater of Three Million Dollars ($250,000,000 and 11.5% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof3,000,000) at any one time outstanding; (r) the Transactions and Permitted Acquisitions; (s) other investments so long as, on a Pro Forma Basis immediately after the making of any such investment, the Consolidated Net Leverage Ratio does not exceed 3.75 to 1.00; (t) subject to the absence of any continuing Event of Default and compliance by the Borrower on a Pro Forma Basis with the covenants set forth in Section 8.11 (each in accordance with Section 1.10, if applicable), investments from the Available Amount; and (u) investments made during a Collateral Suspension Period. For purposes of covenant compliance, the amount of any investment shall be the amount actually invested (with respect to any investment made other than in the form of cash or Cash Equivalents, valued at the fair market value thereof (as reasonably determined by the Borrower in good faith) at the time of the making thereof), without adjustment for subsequent increases or decreases in the value of such investment, less any amount repaid, returned, distributed or otherwise received in respect of any investment, in each case, in cash, and the amount of any investment constituting a Guarantee shall be determined as stated in the definition of “Guarantee.” Any investment in any Person other than a Loan Party that is otherwise permitted by this Section 8.04 may be made through intermediate investments in Restricted Subsidiaries that are not Loan Parties and such intermediate investments shall be disregarded for purposes of determining the outstanding amount of investments pursuant to any clause set forth above. For purposes of determining compliance with this Section 8.04, if an investment meets, in whole or in part, the criteria of one or more of the categories of investments (or any portion thereof) permitted in this Section 8.04, the Borrower may, in its sole discretion, classify or divide such investment (or any portion thereof) in any manner that complies with this Section 8.04 and will be entitled to only include the amount and type of such investment (or any portion thereof) in one of the above clauses and such investment will be treated as being incurred pursuant to only such clause or clauses (or any portion thereof).

Investments, Loans, Advances and Acquisitions. The Borrower will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Subsidiary prior to such merger) any Equity Interests, Interests in or evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, or make or permit to exist any investment (including by way of Guarantees) or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (whether through purchase of assets, merger or otherwise)unit, except: (a) investments in cash and Cash EquivalentsPermitted Investments; (b) investments in existence existing on the Closing Date date hereof and described in Schedule 8.04 and amendments, extensions and renewals thereof that do not increase the amount thereof and investments reflected set forth on Schedule 6.016.04; (c) operating deposit accounts with depository institutions investments by the Borrower and other ordinary course cash managementits Subsidiaries in Equity Interests in their respective Subsidiaries; (d) loans or advances made by the Borrower to any Subsidiary and made by any Subsidiary to the Borrower or any other Subsidiary; provided that such loans and advances shall be subject to the conditions set forth in Section 6.01(c); (e) investments received in connection with a disposition permitted under Section 8.05(h) the bankruptcy or (i); (e) purchases reorganization of, or settlement of inventory delinquent accounts and other assets to be sold or used disputes with, customers and suppliers, in each case in the ordinary course of business; (f) investments by (i) any Loan Party in any Loan Party, (ii) any Restricted Subsidiary that is not a Loan Party in the Borrower or any notes and other Restricted Subsidiary and (iii) any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that the aggregate principal amount of investments outstanding pursuant to this clause (iii) shall not exceed the greater of $150,000,000 and 7.0% of Consolidated Total Assets (non–cash consideration received as shown on or determined in accordance with the most recent financial statements part of the Borrower delivered purchase price of assets disposed of pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstanding6.05; (g) loans and advances to employees in the ordinary course extension of business not exceeding $10,000,000 in the aggregate; (h) investments in the form of Swap Contracts permitted by Section 8.01(h); (i) deposits to secure bids, tenders, utilities, vendors, leases, licenses, statutory obligations, surety and appeal bonds, performance bonds and other deposits of like nature arising trade credit in the ordinary course of business; (jh) investments by any Receivables Financing SPC, the Borrower or any Restricted Subsidiary in a Receivables Financing SPC in each case made in connection with a Permitted Receivables Financing, and loans Swap Agreements permitted by the applicable Permitted Receivables Financing that are made by the Borrower or a Restricted Subsidiary to a Receivables Financing SPC or by a Receivables Financing SPC to the Borrower or a Restricted Subsidiary in connection therewithSection 6.07; (ki) loans and advances to officers, directors, and employees of the Farm Credit Equities Borrower and any other stock or securities of, or investments in, a Farm Credit Lender or its investment services or programs; (l) investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit Subsidiaries made in the ordinary course of businessbusiness for travel and entertainment expenses, relocation costs and investments received similar purposes up to a maximum for all such loans and advances of $10,000,000 in satisfaction the aggregate at any one time outstanding; (j) endorsements of items for collection or partial satisfaction thereof from financially troubled account debtors or other disputes with customers or suppliers and investments consisting of the prepayment of suppliers and service providers on customary terms deposit in the ordinary course of business; (mk) Guarantees Borrower or a Subsidiary may purchase, hold or acquire (including pursuant to a merger) all the Equity Interests in a Person and may purchase or otherwise acquire (in one transaction or a series of Indebtedness permitted by Section 8.01 and of other obligations otherwise permitted hereunder; (ntransactions) investments in prepaid expenses, utility and workers’ compensation, performance and other similar deposits, each as entered into in the ordinary course of business; (o) investments consisting all or substantially all of the licensing, sublicensing assets of any other Person or contribution of intellectual property pursuant to joint marketing arrangements with other Persons; (p) investments to the extent made with (i) Qualified Equity Interests all or substantially all of the Borrower assets of a division or (ii) the cash proceeds of any Equity Issuance by the Borrower so long as such investment is consummated within 90 days branch of such Equity Issuance (provided that such cash proceeds shall not be included in the Available Amount); (q) additional investments in an aggregate amount not to exceed the greater of $250,000,000 and 11.5% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstanding; (r) the Transactions and Permitted Acquisitions; (s) other investments so long asPerson, on a Pro Forma Basis immediately after the making of any such investmentif, the Consolidated Net Leverage Ratio does not exceed 3.75 to 1.00; (t) subject to the absence of any continuing Event of Default and compliance by the Borrower on a Pro Forma Basis with the covenants set forth in Section 8.11 (each in accordance with Section 1.10, if applicable), investments from the Available Amount; and (u) investments made during a Collateral Suspension Period. For purposes of covenant compliance, the amount of any investment shall be the amount actually invested (with respect to any investment made other than in the form of cash or Cash Equivalents, valued at the fair market value thereof (as reasonably determined by the Borrower in good faith) at the time of the making thereof), without adjustment for subsequent increases or decreases in the value of each such investment, less any amount repaid, returned, distributed or otherwise received in respect of any investment, in each case, in cash, and the amount of any investment constituting a Guarantee shall be determined as stated in the definition of “Guarantee.” Any investment in any Person other than a Loan Party that is otherwise permitted by this Section 8.04 may be made through intermediate investments in Restricted Subsidiaries that are not Loan Parties and such intermediate investments shall be disregarded for purposes of determining the outstanding amount of investments pursuant to any clause set forth above. For purposes of determining compliance with this Section 8.04, if an investment meets, in whole or in part, the criteria of one or more of the categories of investments (or any portion thereof) permitted in this Section 8.04, the Borrower may, in its sole discretion, classify or divide such investment (or any portion thereof) in any manner that complies with this Section 8.04 and will be entitled to only include the amount and type of such investment (or any portion thereof) in one of the above clauses and such investment will be treated as being incurred pursuant to only such clause or clauses (or any portion thereof).acquisition:

Investments, Loans, Advances and Acquisitions. The Borrower will not, and will not permit any Restricted Subsidiary of its Material Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Material Subsidiary prior to such merger) any Equity Interestscapital stock, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, or make or permit to exist any investment (including by way of Guarantees) or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (whether through purchase of assets, merger or otherwise)unit, except: (a) investments in cash and Cash EquivalentsPermitted Investments; (b) investments in existence by the Borrower existing on the Closing Date and described in Schedule 8.04 and amendments, extensions and renewals thereof that do not increase the amount thereof and investments reflected on Schedule 6.01date hereof; (c) operating deposit accounts investments by the Borrower and the Subsidiaries in Equity Interests of their respective Subsidiaries; provided that (i) any such Equity Interests held by a Credit Party shall be pledged in accordance with depository institutions the requirements of the Pledge Agreement and other ordinary course cash management(ii) the aggregate amount of such investments made by Credit Parties in Subsidiaries that are not Credit Parties (together with the amount of Guarantees by Credit Parties of Subsidiaries that are not Credit Parties permitted under Section 6.01(d) and the amount of outstanding intercompany loans permitted under clause (d) of this Section) shall not exceed $25,000,000 in the aggregate at any one time outstanding (in each case determined without regard to any write-downs or write-offs); (d) investments received in connection loans or advances made by any Credit Party to any Subsidiary and made by any Subsidiary to any Credit Party or any other Subsidiary; provided that the amount of such loans and advances made by Credit Parties to Subsidiaries that are not Credit Parties (together with a disposition the amount of Guarantees by Credit Parties of Subsidiaries that are not Credit Parties permitted under Section 8.05(h6.01(d) and the amount of investments permitted under subclause (ii) of the proviso to clause (c) of this Section) shall not exceed $25,000,000 in the aggregate at any one time outstanding (in each case determined without regard to any write-downs or (iwrite-offs); (e) loans, advances, purchases of inventory Indebtedness and investments made by the Borrower or any Material Subsidiary in connection with any Private Education Loan Program or Institutional Loans; provided that the sum (without duplication) of (i) (A) the original principal balance of student loans originated under any Private Education Loan Program pursuant to which the Borrower provides a Guarantee and which was entered into after the Effective Date, minus (B) the amount of any refunds or cancellations of such student loans, minus (C) the portion of the purchase price of such student loans (excluding, for the avoidance of doubt, Institutional Loans) that was funded, directly or indirectly, by the Borrower, minus (D) the portion of such student loans that is not covered by the Borrower’s Guarantee, plus (ii) the aggregate outstanding amount of Institutional Loans (net of allowances for credit losses), in each case calculated on a pro forma basis after giving effect to the issuance, incurrence or purchase thereof, shall not exceed 1.75x EBITDA for the most recently completed period of four consecutive fiscal quarters of the Borrower; (f) receivables or other assets trade payables owing to the Borrower or a Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided that such trade terms may include such concessionary trade terms as the Borrower or any Subsidiary deems reasonable under the circumstances; (g) loans or advances to employees of the Borrower or any Subsidiary made in the ordinary course of business of the Borrower or any Subsidiary not exceeding $2,500,000 in the aggregate outstanding at any time (determined without regard to any write-downs or write-offs of such loans or advances); provided that no such loans or advances to any single employee shall exceed $250,000 in the aggregate outstanding at any time (determined without regard to any write-downs or write-offs of such loans or advances); (h) payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be sold treated as expenses of the Borrower or used any Subsidiary for accounting purposes and that are made in the ordinary course of business; (fi) investments by (i) any Loan Party received in any Loan Party, (ii) any Restricted Subsidiary that is not a Loan Party in the Borrower or any other Restricted Subsidiary and (iii) any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that the aggregate principal amount of investments outstanding pursuant to this clause (iii) shall not exceed the greater of $150,000,000 and 7.0% of Consolidated Total Assets (as shown on or determined in accordance connection with the most recent financial statements bankruptcy or reorganization of, or settlement of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstanding; (g) loans delinquent accounts and advances to employees disputes with, customers and suppliers, in the ordinary course of business not exceeding $10,000,000 in the aggregate; (h) investments in the form of Swap Contracts permitted by Section 8.01(h); (i) deposits to secure bids, tenders, utilities, vendors, leases, licenses, statutory obligations, surety and appeal bonds, performance bonds and other deposits of like nature arising each case in the ordinary course of business; (j) investments by any Receivables Financing SPC, in the Borrower or any Restricted Subsidiary in a Receivables Financing SPC in each case made in connection with a Permitted Receivables Financing, and loans form of Swap Agreements permitted by the applicable Permitted Receivables Financing that are made by the Borrower or a Restricted Subsidiary to a Receivables Financing SPC or by a Receivables Financing SPC to the Borrower or a Restricted Subsidiary in connection therewithSection 6.05; (k) investments of any Person existing at the Farm Credit Equities and time such Person becomes a Subsidiary or consolidates or merges with the Borrower or any other stock Subsidiary so long as such investments were not made in contemplation of such Person becoming a Subsidiary or securities of, of such consolidation or investments in, a Farm Credit Lender or its investment services or programsmerger; (l) investments consisting that result solely from the receipt by the Borrower or any Subsidiary from any of extensions its subsidiaries of credit a dividend or other Restricted Payment in the nature form of accounts receivable or notes receivable arising from the grant Equity Interests, evidences of trade credit in the ordinary course of business, and investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors Indebtedness or other disputes with customers or suppliers and investments consisting securities (but not any additions thereto made after the date of the prepayment of suppliers and service providers on customary terms in the ordinary course of businessreceipt thereof); (m) Guarantees of Indebtedness mergers and consolidations permitted by under Section 8.01 6.03 that do not involve any Person other than the Borrower and of other obligations otherwise permitted hereunderSubsidiaries that are wholly owned Subsidiaries; (n) investments in prepaid expenses, utility and workers’ compensation, performance and other similar deposits, each as entered into in the ordinary course of businessPermitted Acquisitions; (o) investments consisting of the licensing, sublicensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;constituting Indebtedness permitted under Section 6.01; and (p) other investments to the extent made with (i) Qualified Equity Interests of the Borrower or (ii) the cash proceeds of any Equity Issuance by the Borrower so long as such investment is consummated within 90 days of such Equity Issuance (provided that such cash proceeds shall not be included exceeding $75,000,000 in the Available Amount); (q) additional investments in an aggregate amount not to exceed the greater of $250,000,000 and 11.5% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) outstanding at any time outstanding; (r) the Transactions and Permitted Acquisitions; (s) other investments so long as, on a Pro Forma Basis immediately after the making of any such investment, the Consolidated Net Leverage Ratio does not exceed 3.75 to 1.00; (t) subject to the absence of any continuing Event of Default and compliance by the Borrower on a Pro Forma Basis with the covenants set forth in Section 8.11 (each in accordance with Section 1.10, if applicable), investments from the Available Amount; and (u) investments made during a Collateral Suspension Period. For purposes of covenant compliance, the amount of any investment shall be the amount actually invested (with respect case determined without regard to any investment made other than in the form of cash write-downs or Cash Equivalents, valued at the fair market value thereof (as reasonably determined by the Borrower in good faith) at the time of the making thereof), without adjustment for subsequent increases or decreases in the value of such investment, less any amount repaid, returned, distributed or otherwise received in respect of any investment, in each case, in cash, and the amount of any investment constituting a Guarantee shall be determined as stated in the definition of “Guarantee.” Any investment in any Person other than a Loan Party that is otherwise permitted by this Section 8.04 may be made through intermediate investments in Restricted Subsidiaries that are not Loan Parties and such intermediate investments shall be disregarded for purposes of determining the outstanding amount of investments pursuant to any clause set forth above. For purposes of determining compliance with this Section 8.04, if an investment meets, in whole or in part, the criteria of one or more of the categories of investments (or any portion thereof) permitted in this Section 8.04, the Borrower may, in its sole discretion, classify or divide such investment (or any portion thereof) in any manner that complies with this Section 8.04 and will be entitled to only include the amount and type of such investment (or any portion thereof) in one of the above clauses and such investment will be treated as being incurred pursuant to only such clause or clauses (or any portion thereofwrite-offs).

Investments, Loans, Advances and Acquisitions. The Borrower No Loan Party will, nor will not, and will not it permit any Restricted Subsidiary to, form any subsidiary after the Effective Date, or purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Subsidiary prior to such merger) any Equity Interests, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, or make or permit to exist any investment (including by way of Guarantees) or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (whether through purchase of assets, merger or otherwise), except: (a) investments Permitted Investments, subject to a perfected security interest in cash and Cash Equivalentsfavor of the Administrative Agent for the benefit of the Secured Parties; (b) investments in existence on the Closing Date date hereof and described in Schedule 8.04 and amendments, extensions and renewals thereof that do not increase the amount thereof and investments reflected on Schedule 6.016.04; (c) operating deposit accounts investments by the Loan Parties and their Subsidiaries in Equity Interests in their respective Subsidiaries, provided that (i) any such Equity Interests held by a Loan Party shall be pledged pursuant to the Security Agreements (subject to the limitations applicable to Equity Interests of a Foreign Subsidiary referred to in Section 5.14) and (ii) the aggregate amount of investments by Loan Parties in Subsidiaries that are not Loan Parties (together with depository institutions outstanding intercompany loans permitted under Section 6.04(d) and other ordinary course cash management;outstanding Guarantees permitted under Section 6.04(e)) shall not exceed $[REDACTED] at any time outstanding (in each case determined without regard to any write-downs or write-offs); 51167637.4 (d) loans or advances made by any Loan Party to any Subsidiary and made by any Subsidiary to a Loan Party or any other Subsidiary, provided that the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties (together with outstanding investments received in connection with a disposition permitted under Section 8.05(h6.04(c) and outstanding Guarantees permitted under Section 6.04(e)) shall not exceed $[REDACTED] at any time outstanding (in each case determined without regard to any write-downs or (iwrite-offs); (e) purchases Guarantees constituting Indebtedness permitted by Section 6.01, provided that (i) the aggregate principal amount of inventory Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party (together with outstanding investments permitted under clause (ii) to the proviso to Section 6.04(c) and outstanding intercompany loans permitted under clause (ii) to the proviso to Section 6.04(d)) shall not exceed $[REDACTED] at any time outstanding (in each case determined without regard to any write-downs or write-offs); (f) loans or advances made by a Loan Party to its employees on an arms-length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $[REDACTED] in the aggregate made per employee during the term of this Agreement and a maximum of $[REDACTED] in the aggregate made for all employees during the term of this Agreement; (g) notes payable, or stock or other assets securities issued by Account Debtors to be sold or used a Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business; (f) investments by (i) any Loan Party in any Loan Party, (ii) any Restricted Subsidiary that is not a Loan Party in the Borrower or any other Restricted Subsidiary and (iii) any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that the aggregate principal amount of investments outstanding pursuant to this clause (iii) shall not exceed the greater of $150,000,000 and 7.0% of Consolidated Total Assets (as shown on or determined in accordance consistent with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstanding; (g) loans and advances to employees in the ordinary course of business not exceeding $10,000,000 in the aggregatepast practices; (h) investments in the form of Swap Contracts Agreements permitted by Section 8.01(h)6.07; (i) deposits to secure bidsinvestments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any Subsidiary (including in connection with a permitted acquisition), tenders, utilities, vendors, leases, licenses, statutory obligations, surety and appeal bonds, performance bonds and other deposits so long as such investments were not made in contemplation of like nature arising in the ordinary course such Person becoming a Subsidiary or of businesssuch merger; (j) investments by any Receivables Financing SPC, the Borrower or any Restricted Subsidiary in a Receivables Financing SPC in each case made received in connection with a Permitted Receivables Financing, and loans the disposition of assets permitted by the applicable Permitted Receivables Financing that are made by the Borrower or a Restricted Subsidiary to a Receivables Financing SPC or by a Receivables Financing SPC to the Borrower or a Restricted Subsidiary in connection therewithSection 6.05; (k) investments constituting deposits described in clauses (c) and (d) of the Farm Credit Equities and any other stock or securities of, or investments in, a Farm Credit Lender or its investment services or programsdefinition of the term “Permitted Encumbrances”; (l) investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors or other disputes with customers or suppliers and investments consisting of the prepayment of suppliers and service providers on customary terms in the ordinary course of business;a Permitted Acquisition; and (m) Guarantees loans or advances constituting JV Entity Permitted Debt. Notwithstanding the foregoing, no Loan Party or any of Indebtedness permitted by Section 8.01 and of other obligations otherwise permitted hereunder; (n) investments in prepaid expenses, utility and workers’ compensation, performance and other similar deposits, each as entered into in the ordinary course of business; (o) investments consisting of the licensing, sublicensing their Subsidiaries shall make any loans or contribution of intellectual property pursuant to joint marketing arrangements with other Persons; (p) investments to the extent made with (i) Qualified Equity Interests of the Borrower or (ii) the cash proceeds of any Equity Issuance by the Borrower so long as such investment is consummated within 90 days of such Equity Issuance (provided that such cash proceeds shall not be included in the Available Amount); (q) additional investments in an aggregate amount not to exceed the greater of $250,000,000 and 11.5% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstanding; (r) the Transactions and Permitted Acquisitions; (s) other investments so long as, on a Pro Forma Basis immediately after the making of any such investment, the Consolidated Net Leverage Ratio does not exceed 3.75 to 1.00; (t) subject to the absence of any continuing Event of Default and compliance by the Borrower on a Pro Forma Basis with the covenants set forth in Section 8.11 (each in accordance with Section 1.10, if applicable), investments from the Available Amount; and (u) investments made during a Collateral Suspension Period. For purposes of covenant compliance, the amount of any investment shall be the amount actually invested (with respect advances to any investment made JV Entity (other than in the form of cash loans or Cash Equivalents, valued at the fair market value thereof (as reasonably determined by the Borrower in good faith) at the time of the making thereofadvances constituting JV Entity Permitted Debt), without adjustment for subsequent increases or decreases in the value of such investment, less any amount repaid, returned, distributed or otherwise received in respect of any investment, in each case, in cash, and the amount of any investment constituting a Guarantee shall be determined as stated in the definition of “Guarantee.” Any investment in any Person other than a Loan Party that is otherwise permitted by this Section 8.04 may be made through intermediate investments in Restricted Subsidiaries that are not Loan Parties and such intermediate investments shall be disregarded for purposes of determining the outstanding amount of investments pursuant to any clause set forth above. For purposes of determining compliance with this Section 8.04, if an investment meets, in whole or in part, the criteria of one or more prior written consent of the categories of investments (or any portion thereof) permitted in this Section 8.04, the Borrower may, in its sole discretion, classify or divide such investment (or any portion thereof) in any manner that complies with this Section 8.04 and will be entitled to only include the amount and type of such investment (or any portion thereof) in one of the above clauses and such investment will be treated as being incurred pursuant to only such clause or clauses (or any portion thereof)Required Lenders.

Investments, Loans, Advances and Acquisitions. The Borrower will not, and will not permit any Restricted Subsidiary to, purchasePurchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Subsidiary prior to such merger) any Equity InterestsCapital Stock, evidences of indebtedness Indebtedness or other securities of (including any option, warrant or other right to acquire any of the foregoing) of), make or permit to exist any loans or advances to, Guarantee any obligations of, be liable in respect of any obligation under any Interest/Exchange Rate Protection Agreement or Commodity Rate Protection Agreement entered into to limit risks or to control costs or expenses arising in the business of another person or to convert fixed rate obligations of another person to floating rate obligations, or make or permit to exist any investment (including by way of Guarantees) or any other interest in, any other Personperson (including by means of a disposition of part but not all the Capital Stock of any Subsidiary under Section 6.05(i)), or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person person constituting a business unit (whether through purchase each of assetsthe foregoing transactions, merger or otherwisean “Investment”), except: (a) investments Investments (i) existing on the Effective Date in cash the Capital Stock of the Subsidiaries or existing on the First Amendment Effective Date or March 30, 2012, as a result of the Permitted Restructuring; (ii) by GrafTech in the Capital Stock of Seadrift, GrafTech USA or Holdings; (iii) by any Subsidiary Loan Party in any Subsidiary Loan Party (so long as (A) such person shall remain a Loan Party after giving effect to such Investment, (B) such person is not an Excluded Foreign Loan Party, and Cash Equivalents(C) any such Investment in Luxembourg Holdco or Swissco (other than an Investment made by Luxembourg Parent, Luxembourg Holdco or Swissco) arising as a substantially contemporaneous consequence of the making of such Investment shall not be permitted under this paragraph (a) and must be permitted under another paragraph of this Section 6.04); (iv) by any Subsidiary that is not a Loan Party in any Subsidiary Loan Party or any Wholly Owned Subsidiary that is not a Loan Party (so long as such Loan Party shall remain a Loan Party or such Wholly Owned Subsidiary shall remain a Wholly Owned Subsidiary after giving effect to such Investment); and (v) if no Default or Event of Default exists or will exist immediately after giving effect to such Investment, by any Excluded Foreign Loan Party in any Subsidiary Loan Party or any Wholly Owned Subsidiary that is not a Loan Party (so long as such Loan Party shall remain a Loan Party or such Wholly Owned Subsidiary shall remain a Wholly Owned Subsidiary after giving effect to such Investment); (b) investments in existence on the Closing Date Permitted Investments and described in Schedule 8.04 and amendments, extensions and renewals thereof Investments that do not increase the amount thereof and investments reflected on Schedule 6.01were Permitted Investments when made; (c) operating deposit accounts with depository institutions and other ordinary course Investments arising out of the receipt by any Subsidiary of non-cash managementconsideration for the sale of assets permitted under Section 6.05; provided, however, that such consideration (if the stated amount or value thereof is in excess of $1,000,000) is pledged upon receipt pursuant to the Pledge Agreements to the extent required thereby; (d) investments received in connection (i) intercompany loans to a Borrower or Subsidiary Loan Parties that comply with a disposition Section 6.01 (including any requirement that such Indebtedness be permitted under one or more specified paragraphs of this Section 8.05(h6.04), and intercompany loans to GrafTech that comply with Section 6.06 and (ii) intercompany loans by Luxembourg Parent, Luxembourg Holdco or Swissco to Luxembourg Parent or the direct or indirect subsidiaries of Luxembourg Parent in an aggregate amount not to exceed (i)A) $50,000,000 with respect to the aggregate of such Investments made to any one direct or indirect subsidiary of Luxembourg Parent and (B) $100,000,000 with respect to the aggregate of such Investments made to all direct or indirect subsidiaries of Luxembourg Parent; (e) purchases (i) loans and advances to employees of inventory GrafTech, the Borrowers or the other Subsidiaries not to exceed $6,000,000 in the aggregate at any time outstanding (excluding up to $1,000,000 in loans existing on the Effective Date to former employees) and other assets (ii) advances of payroll payments and expenses to be sold or used employees in the ordinary course of business; (f) investments by (i) any Loan Party in any Loan Party, (ii) any Restricted Subsidiary that is not a Loan Party in the Borrower or any other Restricted Subsidiary accounts receivable arising and (iii) any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that the aggregate principal amount of investments outstanding pursuant to this clause (iii) shall not exceed the greater of $150,000,000 and 7.0% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstanding; (g) loans and advances to employees trade credit granted in the ordinary course of business not exceeding $10,000,000 in the aggregate; (h) investments in the form of Swap Contracts permitted by Section 8.01(h); (i) deposits to secure bids, tenders, utilities, vendors, leases, licenses, statutory obligations, surety and appeal bonds, performance bonds and other deposits of like nature arising in the ordinary course of business; (j) investments by any Receivables Financing SPC, the Borrower or any Restricted Subsidiary in a Receivables Financing SPC in each case made in connection with a Permitted Receivables Financing, and loans permitted by the applicable Permitted Receivables Financing that are made by the Borrower or a Restricted Subsidiary to a Receivables Financing SPC or by a Receivables Financing SPC to the Borrower or a Restricted Subsidiary in connection therewith; (k) the Farm Credit Equities and any other stock or securities of, or investments in, a Farm Credit Lender or its investment services or programs; (l) investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss and (ii) prepayments and other disputes with customers or credits to suppliers and investments consisting of the prepayment of suppliers and service providers on customary terms made in the ordinary course of business consistent with the past practices of GrafTech and the Subsidiaries; (g) Interest/Exchange Rate Protection Agreements and Commodity Rate Protection Agreements permitted pursuant to Section 6.01(a)(iii), 6.01(b)(iv) or 6.01(c)(iv), and Cash Management Arrangements and Guarantees, letters of credit and bank guarantees in respect of Cash Management Arrangements permitted under Section 6.01 and Liens securing Cash Management Arrangements and Guarantees of Cash Management Arrangements permitted under Section 6.02(q); (h) Investments, other than Investments listed in paragraphs (a) through (g) of this Section, existing on the Effective Date and set forth on Schedule 6.04; (i) Investments resulting from pledges and deposits referred to in Section 6.02(g) or (h); (j) any Investment constituting a Permitted Subsidiary Investment made after the Effective Date; provided, that (x) the Leverage Ratio as of the last day of the most recent fiscal quarter of GrafTech for which financial statements have been delivered under Section 5.04(a) or (b) (recomputed on a pro forma basis after giving effect to such Investment as if such Investment had occurred on the first day of the relevant period for such computation) is less than or equal to 3.25 to 1.00, and (y) the Availability Condition shall be satisfied following such Investment and payment of all related costs and expenses; (k) any Investment made after the Effective Date constituting a Permitted Subsidiary Investment in a Subsidiary (or a business to become a Subsidiary after giving effect to such Investment) that is engaged in the business of manufacturing graphite electrodes or is otherwise engaged in the carbon, graphite, coke, anode, engineered solutions and/or thermal management business; provided, however, that such Investment is made with Equity Proceeds received after the Effective Date and not more than two years prior to the date of such Investment and not otherwise used during such two-year period under Section 6.09(d)(v) or to make any Investment under this Section 6.04(k) or Section 6.04(m); (l) any Investment made after the Effective Date constituting a Permitted Subsidiary Investment made with Available Disposition Proceeds; provided, however, that (i) the Availability Condition shall be satisfied following such Investment and payment of all related costs and expenses and after giving effect to any increase in the Available Commitments due to the making of such Investment, and (ii) the aggregate amount of consideration paid in respect of Permitted Subsidiary Investments that are not Permitted Acquisitions and that are made in reliance on this paragraph (l) shall not exceed $50,000,000; (m) Guarantees any Investment in an Unrestricted Subsidiary or constituting a Permitted Subsidiary Investment made after the Effective Date in a person that is not a Subsidiary or is neither engaged in the business of Indebtedness permitted by manufacturing graphite electrodes nor is otherwise engaged in the carbon, graphite, coke, anode, engineered solutions and/or thermal management business; provided, however, that such Investment is made with Equity Proceeds received after the Effective Date and not more than 90 days prior to the date on which definitive documentation for such Investment is entered into and not otherwise used during such 90-day period under Section 8.01 and of other obligations otherwise permitted hereunder6.09(d)(v) or to make any Investment under Section 6.04(k) or this Section 6.04(m); (n) investments Investments constituting Permitted Subsidiary Investments or Investments in prepaid expensesUnrestricted Subsidiaries made after the Effective Date with Capital Stock of GrafTech (other than Disqualified Stock); (o) Guarantees by GrafTech of Supply Chain Arrangements and obligations of GrafTech, utility a Borrower or any other Subsidiary that do not constitute Indebtedness and workers’ compensation, performance and other similar deposits, in each as case are entered into in the ordinary course of business; (o) investments consisting of the licensing, sublicensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;; and (p) investments to the extent made with (iInvestments consisting of Indebtedness permitted under Sections 6.01(a)(xii), 6.01(b)(v) Qualified Equity Interests of the Borrower or (iiand 6.01(c)(v), unsecured Guarantees permitted under Section 6.01(b)(iv) the cash proceeds of and any Equity Issuance Guarantee by the Borrower so long as such investment is consummated within 90 days of such Equity Issuance (provided that such cash proceeds shall not be included in the Available Amount);any Loan Party created under a Loan Document. (q) additional investments Investments resulting from contributions to Swissco referred to in an aggregate amount not to exceed the greater of $250,000,000 and 11.5% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstanding6.05(f); (r) any cash Investment in an Unrestricted Subsidiary made after the Transactions Effective Date; provided that the aggregate amount of all such Investments made or held in Unrestricted Subsidiaries shall not exceed (net of return of capital of (but not return on) any such Investment) $30,000,000 at any time. Notwithstanding the foregoing, under no circumstances shall any Foreign Subsidiary own any of the Capital Stock of any Domestic Subsidiary (except as permitted by Section 9.19 of the 2011 Credit Agreement and Permitted Acquisitions; on the terms and subject to the requirements set forth therein). For the avoidance of doubt, (sA) other investments so long as, on a Pro Forma Basis immediately after in the event and to the extent that substantially simultaneously with the making of any such investmentnew Investment, the Consolidated Net Leverage Ratio does not exceed 3.75 to 1.00; (t) subject to the absence investor receives a return of any continuing Event of Default and compliance by the Borrower on a Pro Forma Basis with the covenants set forth in Section 8.11 (each in accordance with Section 1.10, if applicable), investments from the Available Amount; and (u) investments made during a Collateral Suspension Period. For purposes of covenant compliance, the amount of any investment shall be the amount actually invested (with respect to any investment made other than in the form of cash or Cash Equivalents, valued at the fair market value thereof (as reasonably determined by the Borrower in good faith) at the time of the making thereof), without adjustment for subsequent increases or decreases in the value of such investment, less any amount repaid, returned, distributed or otherwise received capital in respect of any investment, in each case, in cash, and the amount of any investment constituting a Guarantee shall be determined as stated an existing Investment in the definition same person in which such new Investment is being made, such new Investment will be deemed to be a continuation of “Guarantee.” Any investment in any Person other than a Loan Party that is otherwise permitted by this Section 8.04 may be made through intermediate investments in Restricted Subsidiaries that are not Loan Parties and such intermediate investments shall be disregarded existing Investment for purposes of determining the outstanding amount of investments pursuant to any clause set forth above. For purposes of determining compliance with the provisions of this Section 8.046.04, if and (B) in the event and to the extent that substantially simultaneously with the making of any new Investment by a Loan Party in Luxembourg Parent, Luxembourg Holdco or Swissco (x) with the proceeds of Indebtedness incurred under the General Debt Basket, Luxembourg Parent, Luxembourg Holdco or Swissco makes an investment meetsInvestment under Section 6.04(j) with such proceeds in a Foreign Subsidiary, in whole or in part, then the criteria use of one or more such proceeds to make such Investment (and any further substantially simultaneous Investment made with such proceeds) shall not constitute an additional usage of the categories of investments basket under Section 6.04(d) or 6.04(j), or (y) with Equity Proceeds or any portion thereof) permitted in this Section 8.04Available Disposition Proceeds, then the Borrower may, in its sole discretion, classify or divide such investment (or any portion thereof) in any manner that complies with this Section 8.04 and will be entitled to only include the amount and type use of such investment proceeds to make such Investment (and any further substantially simultaneous Investment made with such proceeds) shall be deemed to have been made with such Equity Proceeds or any portion thereof) in one of the above clauses and such investment will be treated as being incurred pursuant to only such clause or clauses (or any portion thereof)Available Disposition Proceeds.

Investments, Loans, Advances and Acquisitions. The Borrower will not, and will not permit any Restricted Subsidiary to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Subsidiary prior to such merger) any Equity Interestscapital stock, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, make or permit to exist any investment (including by way of Guarantees) or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (whether through purchase of assets, merger or otherwise), except: (a) investments in cash cash, Permitted Investments and Cash EquivalentsPermitted Acquisitions; (b) investments in existence on the Closing Original Effective Date and described in Schedule 8.04 6.04 and amendments, extensions and renewals thereof that do other investments outstanding as of the Original Effective Date not increase exceeding in acquisition cost $20,000,000 in the amount thereof and investments reflected on Schedule 6.01aggregate; (c) operating deposit accounts with depository institutions and other ordinary course cash managementinstitutions; (d) investments received in connection with a disposition permitted under Section 8.05(h) or (i)6.05 and indemnities executed in connection with the sale of Investment Tax Credits; (e) purchases of inventory and other assets to be sold or used in the ordinary course of business; (f) investments by (i) any Subsidiary of the Borrower in the Borrower and investments by any Loan Party or any Restricted Subsidiary in any Loan Party, (ii) Party or any Restricted Subsidiary that is (including, but not limited to, loans from a Loan Party in the Borrower or any other Restricted Subsidiary and (iii) any Loan Party in any to another Restricted Subsidiary that is not a Loan Party; provided that the aggregate principal amount of investments outstanding pursuant to this clause (iii) shall not exceed the greater of $150,000,000 and 7.0% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstandingSubsidiary); (g) investments by the Borrower and its Subsidiaries in the Equity Interests of their Subsidiaries to the extent outstanding as of the Original Effective Date; (h) loans and advances to employees in the ordinary course of business not exceeding $10,000,000 in the aggregate; (hi) investments in the form of Swap Contracts Agreements permitted by Section 8.01(h)6.01; (ij) deposits to secure bids, tenders, utilities, vendors, leases, licenses, statutory obligations, surety and appeal bonds, performance bonds and other deposits of like nature arising in the ordinary course of business; (jk) investments Investments by any Receivables Financing SPC, the Borrower or any Restricted Subsidiary Loan Party in a Receivables Financing SPC in each case made in connection with a Permitted Receivables Financing, and loans permitted ; (l) Investments by the applicable Permitted Receivables Financing Borrower and its Subsidiaries in a Captive Insurance Company in a cumulative amount from the Original Effective Date not to exceed $75,000,000; (m) additional Investments up to but not exceeding $80,000,000 in the aggregate during each fiscal year, including investments in Unrestricted Subsidiaries; provided, however, that are made notwithstanding the foregoing, the Borrower shall be permitted to make additional investments in Unrestricted Subsidiaries during any fiscal year in an amount equal to the aggregate amount of dividends and other distributions received by the Borrower or a its Restricted Subsidiaries from Unrestricted Subsidiaries and payments of Indebtedness by an Unrestricted Subsidiary to a Receivables Financing SPC or by a Receivables Financing SPC to the Borrower or a Restricted Subsidiary in connection therewith; (k) the Farm Credit Equities and any other stock or securities of, or investments in, a Farm Credit Lender or its investment services or programs; (l) investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors or other disputes with customers or suppliers and investments consisting of the prepayment of suppliers and service providers on customary terms in the ordinary course of business; (m) Guarantees of Indebtedness permitted by Section 8.01 and of other obligations otherwise permitted hereunder;during such fiscal year; and (n) investments in prepaid expenses, utility and workers’ compensation, performance and other similar depositsInvestments by the Borrower or any of its Restricted Subsidiaries, each as entered into in the ordinary course of business; (o) investments consisting of the licensing, sublicensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons; (p) investments to the extent made with which (i) Qualified Equity Interests existed before the time of acquisition of the Borrower Person or assets of the Person who made such investment and (ii) the cash proceeds of any Equity Issuance by the Borrower so long as such investment is consummated within 90 days was not made in anticipation of such Equity Issuance (provided that such cash proceeds shall not be included in the Available Amount); (q) additional investments in an aggregate amount not to exceed the greater of $250,000,000 and 11.5% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstanding; (r) the Transactions and Permitted Acquisitions; (s) other investments so long as, on a Pro Forma Basis immediately after the making of any such investment, the Consolidated Net Leverage Ratio does not exceed 3.75 to 1.00; (t) subject to the absence of any continuing Event of Default and compliance by the Borrower on a Pro Forma Basis with the covenants set forth in Section 8.11 (each in accordance with Section 1.10, if applicable), investments from the Available Amount; and (u) investments made during a Collateral Suspension Period. For purposes of covenant compliance, the amount of any investment shall be the amount actually invested (with respect to any investment made other than in the form of cash or Cash Equivalents, valued at the fair market value thereof (as reasonably determined by the Borrower in good faith) at the time of the making thereof), without adjustment for subsequent increases or decreases in the value of such investment, less any amount repaid, returned, distributed or otherwise received in respect of any investment, in each case, in cash, and the amount of any investment constituting a Guarantee shall be determined as stated in the definition of “Guaranteeacquisition.” Any investment in any Person other than a Loan Party that is otherwise permitted by this Section 8.04 may be made through intermediate investments in Restricted Subsidiaries that are not Loan Parties and such intermediate investments shall be disregarded for purposes of determining the outstanding amount of investments pursuant to any clause set forth above. For purposes of determining compliance with this Section 8.04, if an investment meets, in whole or in part, the criteria of one or more of the categories of investments (or any portion thereof) permitted in this Section 8.04, the Borrower may, in its sole discretion, classify or divide such investment (or any portion thereof) in any manner that complies with this Section 8.04 and will be entitled to only include the amount and type of such investment (or any portion thereof) in one of the above clauses and such investment will be treated as being incurred pursuant to only such clause or clauses (or any portion thereof).

Investments, Loans, Advances and Acquisitions. The Borrower will not, and will not permit any Restricted Subsidiary to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Subsidiary prior to such merger) any Equity Interests, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, make or permit to exist any investment (including by way of Guarantees) or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (whether through purchase of assets, merger or otherwise), except: (a) investments in cash and Cash Equivalents; (b) investments in existence on the Closing Date and described in Schedule 8.04 and amendments, extensions and renewals thereof that do not increase the amount thereof and investments reflected on Schedule 6.01; (c) operating deposit accounts with depository institutions and other ordinary course cash management; (d) investments received in connection with a disposition permitted under Section 8.05(h) or (i); (e) purchases of inventory and other assets to be sold or used in the ordinary course of business; (f) investments by (i) any Loan Party in any Loan Party, (ii) any Restricted Subsidiary that is not a Loan Party in the Borrower or any other Restricted Subsidiary and (iii) any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that the aggregate principal amount of investments outstanding pursuant to this clause (iii) shall not exceed the greater of $150,000,000 350,000,000 and 7.010.0% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstanding; (g) loans and advances to employees in the ordinary course of business not exceeding $10,000,000 in the aggregate; (h) investments in the form of Swap Contracts permitted by Section 8.01(h); (i) deposits to secure bids, tenders, utilities, vendors, leases, licenses, statutory obligations, surety and appeal bonds, performance bonds and other deposits of like nature arising in the ordinary course of business; (j) investments by any Receivables Financing SPC, the Borrower or any Restricted Subsidiary in a Receivables Financing SPC in each case made in connection with a Permitted Receivables Financing, and loans permitted by the applicable Permitted Receivables Financing that are made by the Borrower or a Restricted Subsidiary to a Receivables Financing SPC or by a Receivables Financing SPC to the Borrower or a Restricted Subsidiary in connection therewith; (k) the Farm Credit Equities and any other stock or securities of, or investments in, a Farm Credit Lender or its investment services or programs; (l) investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors or other disputes with customers or suppliers and investments consisting of the prepayment of suppliers and service providers on customary terms in the ordinary course of business; (m) Guarantees of Indebtedness permitted by Section 8.01 and of other obligations otherwise permitted hereunder; (n) investments in prepaid expenses, utility and workers’ compensation, performance and other similar deposits, each as entered into in the ordinary course of business; (o) investments consisting of the licensing, sublicensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons; (p) investments to the extent made with (i) Qualified Equity Interests of the Borrower or (ii) the cash proceeds of any Equity Issuance by the Borrower so long as such investment is consummated within 90 days of such Equity Issuance (provided that such cash proceeds shall not be included in the Available Amount); (q) additional investments in an aggregate amount not to exceed the greater of $250,000,000 and 11.5% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstanding; (r) the Transactions and Permitted Acquisitions; (s) other investments so long as, on a Pro Forma Basis immediately after the making of any such investment, the Consolidated Net Leverage Ratio does not exceed 3.75 to 1.00; (t) subject to the absence of any continuing Event of Default and compliance by the Borrower on a Pro Forma Basis with the covenants set forth in Section 8.11 (each in accordance with Section 1.10, if applicable), investments from the Available Amount; and (u) investments made during a Collateral Suspension Period. For purposes of covenant compliance, the amount of any investment shall be the amount actually invested (with respect to any investment made other than in the form of cash or Cash Equivalents, valued at the fair market value thereof (as reasonably determined by the Borrower in good faith) at the time of the making thereof), without adjustment for subsequent increases or decreases in the value of such investment, less any amount repaid, returned, distributed or otherwise received in respect of any investment, in each case, in cash, and the amount of any investment constituting a Guarantee shall be determined as stated in the definition of “Guarantee.” Any investment in any Person other than a Loan Party that is otherwise permitted by this Section 8.04 may be made through intermediate investments in Restricted Subsidiaries that are not Loan Parties and such intermediate investments shall be disregarded for purposes of determining the outstanding amount of investments pursuant to any clause set forth above. For purposes of determining compliance with this Section 8.04, if an investment meets, in whole or in part, the criteria of one or more of the categories of investments (or any portion thereof) permitted in this Section 8.04, the Borrower may, in its sole discretion, classify or divide such investment (or any portion thereof) in any manner that complies with this Section 8.04 and will be entitled to only include the amount and type of such investment (or any portion thereof) in one of the above clauses and such investment will be treated as being incurred pursuant to only such clause or clauses (or any portion thereof).

Investments, Loans, Advances and Acquisitions. The Borrower will not, and will not permit any Restricted Subsidiary to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Subsidiary prior to such merger) any Equity Interests, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, make or permit to exist any investment (including by way of Guarantees) or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (whether through purchase of assets, merger or otherwise), except: (a) investments in cash cash, Cash Equivalents and Cash EquivalentsPermitted Acquisitions; (b) investments in existence on the Closing Effective Date and described in Schedule 8.04 6.04, and amendments, extensions and renewals thereof that do not increase the amount thereof and investments reflected on Schedule 6.01Class A common stock of The WhiteWave Foods Company held by the Borrower; (c) operating deposit accounts with depository institutions and other ordinary course cash managementinstitutions; (d) investments received in connection with a disposition permitted under Section 8.05(h) or (i)6.05; (e) purchases of inventory and other assets to be sold or used in the ordinary course of business; (f) investments by (i) any Subsidiary of the Borrower in the Borrower and investments by any Loan Party or any Restricted Subsidiary in any Loan Party, (ii) Party or any Restricted Subsidiary that is (including, but not limited to, loans from a Loan Party in the Borrower or any other Restricted Subsidiary and (iii) any Loan Party in any to another Restricted Subsidiary that is not a Loan Party; provided that the aggregate principal amount of investments outstanding pursuant to this clause (iii) shall not exceed the greater of $150,000,000 and 7.0% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstandingSubsidiary); (g) investments by the Borrower and its Restricted Subsidiaries in the Equity Interests of their Subsidiaries to the extent outstanding as of the Effective Date; (h) loans and advances to employees in the ordinary course of business not exceeding $10,000,000 in the aggregate; (hi) investments in the form of Swap Contracts Agreements permitted by Section 8.01(h)6.01; (ij) deposits to secure bids, tenders, utilities, vendors, leases, licenses, statutory obligations, surety and appeal bonds, performance bonds and other deposits of like nature arising in the ordinary course of business; (jk) investments by any Receivables Financing SPC, the Borrower SPC or any Restricted Subsidiary Loan Party in a Receivables Financing SPC in each case made in connection with a Permitted Receivables Financing, and loans permitted by the applicable Permitted Receivables Financing that are made by the Borrower or a Restricted Subsidiary Loan Party to a Receivables Financing SPC or by a Receivables Financing SPC to the Borrower or a Restricted Subsidiary Loan Party in connection therewith; (kl) investments acquired through a Permitted Acquisition, each of which (i) existed before the Farm Credit Equities time of acquisition of the Person or assets of the Person who made such investment and any other stock or securities of, or investments in, a Farm Credit Lender or its investment services or programs(ii) was not made in anticipation of such acquisition; (lm) investments by the Borrower and its Subsidiaries in a Captive Insurance Company in a cumulative amount from the Effective Date not to exceed $75,000,000; (n) investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors or other disputes with customers or suppliers to the extent reasonably necessary in order to prevent or limit loss and investments Investments consisting of the prepayment of suppliers and service providers on customary terms in the ordinary course of business; (mo) Guarantees of Indebtedness permitted by Section 8.01 and of other obligations otherwise permitted hereunder; (n) investments in prepaid expenses, utility and workers’ compensation, performance and other similar deposits, each as entered into in the ordinary course of business; (o) investments consisting of the licensing, sublicensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons6.01; (p) to the extent permitted by Section 6.05, non-cash consideration received in connection with sales or dispositions; (q) to the extent constituting an investment by such Person, the payment, prepayment, redemption or acquisition for value of Indebtedness of such Person permitted by this Agreement; (r) investments to the extent made with (i) Qualified Equity Interests of the Borrower or (ii) the cash proceeds of any an Equity Issuance by the Borrower Borrower, so long as such investment is consummated within 90 days of such Equity Issuance (provided that such cash proceeds shall not be included in the Available Amount)Issuance; (qs) additional investments in Unrestricted Subsidiaries during any fiscal year in an amount equal to the aggregate amount of dividends and other distributions received by the Borrower or its Restricted Subsidiaries from Unrestricted Subsidiaries and payments of Indebtedness by an Unrestricted Subsidiary to the Borrower or a Restricted Subsidiary during such fiscal year; and (t) additional investments during any fiscal year in an aggregate amount not exceeding the Annual Investment Limitation for such fiscal year; provided that to exceed the greater of $250,000,000 extent that (i) subsequent to any such investment but not later than 90 days thereafter, the Borrower consummates an Equity Issuance during such fiscal year and 11.5% of Consolidated Total Assets (as shown on or determined ii) the Borrower promptly (and in accordance any event within three Business Days following receipt thereof) repays the Loans with the most recent financial statements net cash proceeds of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstanding; (r) the Transactions and Permitted Acquisitions; (s) other investments so long as, on a Pro Forma Basis immediately after the making of any such investment, the Consolidated Net Leverage Ratio does not exceed 3.75 to 1.00; (t) subject to the absence of any continuing Event of Default and compliance by the Borrower on a Pro Forma Basis with the covenants set forth in Section 8.11 (each in accordance with Section 1.10, if applicable), investments from the Available Amount; and (u) investments made during a Collateral Suspension Period. For purposes of covenant complianceEquity Issuance, the amount of any investment shall be the amount actually invested (with respect to any investment made other than in the form of cash or Cash Equivalents, valued at the fair market value thereof (as reasonably determined by the Borrower in good faith) at the time of the making thereof), without adjustment for subsequent increases or decreases in the value of such investment, less any amount repaid, returned, distributed or otherwise received in respect of any investment, in each case, in cash, and the amount of any investment constituting a Guarantee shall be determined as stated in the definition of “Guarantee.” Any investment in any Person other than a Loan Party that is otherwise permitted by this Section 8.04 may be made through intermediate investments in Restricted Subsidiaries that are not Loan Parties and such intermediate investments shall be disregarded for purposes of determining the outstanding amount of investments pursuant to any clause set forth above. For purposes of determining compliance with this Section 8.04, if an investment meets, in whole or in part, the criteria of one or more of the categories of investments (or any portion thereof) permitted in this Section 8.04, the Borrower may, in its sole discretion, classify or divide such investment (or any portion thereof) to the extent not in any manner that complies with this Section 8.04 and will be entitled to only include the amount and type of such investment (or any portion thereof) in one of the above clauses and such investment will be treated as being incurred pursuant to only such clause or clauses (or any portion thereof).excess

Investments, Loans, Advances and Acquisitions. The Borrower will not, and will not permit any Restricted Subsidiary to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Subsidiary prior to such merger) any Equity Interests, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, make or permit to exist any investment (including by way of Guarantees) or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (whether through purchase of assets, merger or otherwise), except: (a) investments in cash and Cash Equivalents; (b) investments in existence on the Closing Date and described in Schedule 8.04 and amendments, extensions and renewals thereof that do not increase the amount thereof and investments reflected on Schedule 6.01; (c) operating deposit accounts with depository institutions and other ordinary course cash management; (d) investments received in connection with a disposition permitted under Section 8.05(h) or (i); (e) purchases of inventory and other assets to be sold or used in the ordinary course of business; (f) investments by (i) any Loan Party in any Loan Party, (ii) any Restricted Subsidiary that is not a Loan Party in the Borrower or any other Restricted Subsidiary and (iii) any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that the aggregate principal amount of investments outstanding pursuant to this clause (iii) shall not exceed the greater of $150,000,000 150,000,000350,000,000 and 7.07.010.0% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstanding; (g) loans and advances to employees in the ordinary course of business not exceeding $10,000,000 in the aggregate; (h) investments in the form of Swap Contracts permitted by Section 8.01(h); (i) deposits to secure bids, tenders, utilities, vendors, leases, licenses, statutory obligations, surety and appeal bonds, performance bonds and other deposits of like nature arising in the ordinary course of business; (j) investments by any Receivables Financing SPC, the Borrower or any Restricted Subsidiary in a Receivables Financing SPC in each case made in connection with a Permitted Receivables Financing, and loans permitted by the applicable Permitted Receivables Financing that are made by the Borrower or a Restricted Subsidiary to a Receivables Financing SPC or by a Receivables Financing SPC to the Borrower or a Restricted Subsidiary in connection therewith; (k) the Farm Credit Equities and any other stock or securities of, or investments in, a Farm Credit Lender or its investment services or programs; (l) investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors or other disputes with customers or suppliers and investments consisting of the prepayment of suppliers and service providers on customary terms in the ordinary course of business; (m) Guarantees of Indebtedness permitted by Section 8.01 and of other obligations otherwise permitted hereunder; (n) investments in prepaid expenses, utility and workers’ compensation, performance and other similar deposits, each as entered into in the ordinary course of business; (o) investments consisting of the licensing, sublicensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons; (p) investments to the extent made with (i) Qualified Equity Interests of the Borrower or (ii) the cash proceeds of any Equity Issuance by the Borrower so long as such investment is consummated within 90 days of such Equity Issuance (provided that such cash proceeds shall not be included in the Available Amount); (q) additional investments in an aggregate amount not to exceed the greater of $250,000,000 250,000,000425,000,000 and 11.511.512.5% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstanding; (r) the Transactions and Permitted Acquisitions; (s) other investments so long as, on a Pro Forma Basis immediately after the making of any such investment, the Consolidated Net Leverage Ratio does not exceed 3.75 3.754.00 to 1.00; (t) subject to the absence of any continuing Event of Default and compliance by the Borrower on a Pro Forma Basis with the covenants set forth in Section 8.11 (each in accordance with Section 1.10, if applicable), investments from the Available Amount; and (u) investments made during a Collateral and Guarantee Suspension Period. For purposes of covenant compliance, the amount of any investment shall be the amount actually invested (with respect to any investment made other than in the form of cash or Cash Equivalents, valued at the fair market value thereof (as reasonably determined by the Borrower in good faith) at the time of the making thereof), without adjustment for subsequent increases or decreases in the value of such investment, less any amount repaid, returned, distributed or otherwise received in respect of any investment, in each case, in cash, and the amount of any investment constituting a Guarantee shall be determined as stated in the definition of “Guarantee.” Any investment in any Person other than a Loan Party that is otherwise permitted by this Section 8.04 may be made through intermediate investments in Restricted Subsidiaries that are not Loan Parties and such intermediate investments shall be disregarded for purposes of determining the outstanding amount of investments pursuant to any clause set forth above. For purposes of determining compliance with this Section 8.04, if an investment meets, in whole or in part, the criteria of one or more of the categories of investments (or any portion thereof) permitted in this Section 8.04, the Borrower may, in its sole discretion, classify or divide such investment (or any portion thereof) in any manner that complies with this Section 8.04 and will be entitled to only include the amount and type of such investment (or any portion thereof) in one of the above clauses and such investment will be treated as being incurred pursuant to only such clause or clauses (or any portion thereof).

Investments, Loans, Advances and Acquisitions. The Borrower will not, and will not permit any Restricted Subsidiary to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Subsidiary prior to such merger) any Equity Interests, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, make or permit to exist any investment (including by way of Guarantees) or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (whether through purchase of assets, merger or otherwise), except: (a) investments in cash and Cash Equivalents; (b) investments in existence on the Closing Date and described in Schedule 8.04 and amendments, extensions and renewals thereof that do not increase the amount thereof and investments reflected on Schedule 6.01; (c) operating deposit accounts with depository institutions and other ordinary course cash management; (d) investments received in connection with a disposition permitted under Section 8.05(h) or (i); (e) purchases of inventory and other assets to be sold or used in the ordinary course of business; (f) investments by (i) any Loan Party in any Loan Party, (ii) any Restricted Subsidiary that is not a Loan Party in the Borrower or any other Restricted Subsidiary and (iii) any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that the aggregate principal amount of investments outstanding pursuant to this clause (iii) shall not exceed the greater of $150,000,000 and 7.0% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstanding; (g) loans and advances to employees in the ordinary course of business not exceeding $10,000,000 in the aggregate; (h) investments in the form of Swap Contracts permitted by Section 8.01(h); (i) deposits to secure bids, tenders, utilities, vendors, leases, licenses, statutory obligations, surety and appeal bonds, performance bonds and other deposits of like nature arising in the ordinary course of business; (j) investments by any Receivables Financing SPC, the Borrower or any Restricted Subsidiary in a Receivables Financing SPC in each case made in connection with a Permitted Receivables Financing, and loans permitted by the applicable Permitted Receivables Financing that are made by the Borrower or a Restricted Subsidiary to a Receivables Financing SPC or by a Receivables Financing SPC to the Borrower or a Restricted Subsidiary in connection therewith; (k) the Farm Credit Equities and any other stock or securities of, or investments in, a Farm Credit Lender or its investment services or programs; (l) investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors or other disputes with customers or suppliers and investments consisting of the prepayment of suppliers and service providers on customary terms in the ordinary course of business; (m) Guarantees of Indebtedness permitted by Section 8.01 and of other obligations otherwise permitted hereunder; (n) investments in prepaid expenses, utility and workers’ compensation, performance and other similar deposits, each as entered into in the ordinary course of business; (o) investments consisting of the licensing, sublicensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons; (p) investments to the extent made with (i) Qualified Equity Interests of the Borrower or (ii) the cash proceeds of any issuance of Equity Issuance Interests by the Borrower so long as such investment is consummated within 90 days of such issuance of Equity Issuance Interests (provided that such cash proceeds shall not be included in the Available Amount); (q) additional investments in an aggregate amount not to exceed the greater of $250,000,000 and 11.5% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstanding; (r) the Transactions and Permitted Acquisitions; (s) other investments so long as, on a Pro Forma Basis immediately after the making of any such investment, the Consolidated Net Leverage Ratio does not exceed 3.75 to 1.00; (t) subject to the absence of any continuing Event of Default and compliance by the Borrower on a Pro Forma Basis with the covenants set forth in Section 8.11 (each in accordance with Section 1.101.06, if applicable), investments from the Available Amount; and (u) investments made during a Collateral Suspension Period. For purposes of covenant compliance, the amount of any investment shall be the amount actually invested (with respect to any investment made other than in the form of cash or Cash Equivalents, valued at the fair market value thereof (as reasonably determined by the Borrower in good faith) at the time of the making thereof), without adjustment for subsequent increases or decreases in the value of such investment, less any amount repaid, returned, distributed or otherwise received in respect of any investment, in each case, in cash, and the amount of any investment constituting a Guarantee shall be determined as stated in the definition of “Guarantee.” Any investment in any Person other than a Loan Party that is otherwise permitted by this Section 8.04 may be made through intermediate investments in Restricted Subsidiaries that are not Loan Parties and such intermediate investments shall be disregarded for purposes of determining the outstanding amount of investments pursuant to any clause set forth above. For purposes of determining compliance with this Section 8.04, if an investment meets, in whole or in part, the criteria of one or more of the categories of investments (or any portion thereof) permitted in this Section 8.04, the Borrower may, in its sole discretion, classify or divide such investment (or any portion thereof) in any manner that complies with this Section 8.04 and will be entitled to only include the amount and type of such investment (or any portion thereof) in one of the above clauses and such investment will be treated as being incurred pursuant to only such clause or clauses (or any portion thereof).

Investments, Loans, Advances and Acquisitions. The Borrower No Loan Party will, nor will not, and will not it permit any Restricted Subsidiary to, form any subsidiary after the Effective Date, or purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Subsidiary prior to such merger) any Equity Interests, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, or make or permit to exist any investment (including by way of Guarantees) or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (whether through purchase of assets, merger or otherwise), except: (a) investments in cash and Cash EquivalentsPermitted Investments; (b) investments in existence on the Closing Effective Date and described in Schedule 8.04 and amendments, extensions and renewals thereof that do not increase the amount thereof and investments reflected on Schedule 6.016.04; (c) operating deposit accounts loans or advances to officers, directors and employees of the Borrower and its Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes of the Borrower and the Subsidiaries, (ii) in connection with depository institutions such Person’s purchase of Equity Interests of the Borrower, and other ordinary course cash management(iii) for purposes not described in the foregoing clauses (i) and (ii); (d) investments received of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any Subsidiary, so long as such investments were not made in connection with contemplation of such Person becoming a disposition permitted under Section 8.05(h) Subsidiary or (i)of such merger; (e) purchases investments received in connection with the disposition of inventory assets permitted by Section 6.05; and (f) investments constituting deposits described in clauses (c) and other assets to be sold (d) of the definition of the term “Permitted Encumbrances”; (g) investments by the Borrower in any Subsidiary and by any Subsidiary in the Borrower or used another Subsidiary; (h) investments constituting Permitted Acquisitions and any deferred or restricted compensation arrangements related thereto; (i) investments constituting Securities purchased by Broker-Dealer Subsidiaries and acquired in the ordinary course of businessbusiness and consistent with past practice; (fj) investments by (i) any Loan Party in any Loan Party, (ii) any Restricted Subsidiary that is not a Loan Party in the Borrower Securities to fund deferred compensation plans or any other Restricted Subsidiary and (iii) any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that the aggregate principal amount of investments outstanding pursuant to this clause (iii) shall not exceed the greater of $150,000,000 and 7.0% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstanding; (g) loans and advances to nonqualified plans for employees in the ordinary course of business not exceeding $10,000,000 in the aggregateand consistent with past practice; (hk) investments constituting variable interest entities and investments in funds managed or advised by the form of Swap Contracts permitted by Section 8.01(h); (i) deposits to secure bids, tenders, utilities, vendors, leases, licenses, statutory obligations, surety and appeal bonds, performance bonds and other deposits of like nature arising Borrower or any Subsidiary in the ordinary course of business; (j) investments by any Receivables Financing SPC, the Borrower or any Restricted Subsidiary in a Receivables Financing SPC in each case made in connection business and consistent with a Permitted Receivables Financing, and loans permitted by the applicable Permitted Receivables Financing that are made by the Borrower or a Restricted Subsidiary to a Receivables Financing SPC or by a Receivables Financing SPC to the Borrower or a Restricted Subsidiary in connection therewith; (k) the Farm Credit Equities and any other stock or securities of, or investments in, a Farm Credit Lender or its investment services or programspast practice; (l) investments consisting of extensions marketable Securities purchased under agreements to resell; (m) Investments made by the Borrower and its Subsidiaries related to “continuation funds” involving limited partners selling stakes of credit in the nature of accounts receivable such limited partnerships or notes receivable arising from the grant of trade credit similar receivables; and (n) other investments in the ordinary course of businessbusiness and consistent with past practice, and investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors or other disputes with customers or suppliers and investments consisting of the prepayment of suppliers and service providers on customary terms in the ordinary course of business; (m) Guarantees of Indebtedness permitted by Section 8.01 and of other obligations otherwise permitted hereunder; (n) investments in prepaid expenses, utility and workers’ compensation, performance and other similar deposits, each as entered into in the ordinary course of business; (o) investments consisting of the licensing, sublicensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons; (p) investments to the extent made with (i) Qualified Equity Interests of the Borrower or (ii) the cash proceeds of any Equity Issuance by the Borrower so long as such investment is consummated within 90 days of such Equity Issuance (provided that such cash proceeds shall not be included in the Available Amount); (q) additional investments in an aggregate principal amount not to exceed the greater of $250,000,000 and 11.5% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) 50,000,000 at any time outstanding; (r) the Transactions and Permitted Acquisitions; (s) other investments so long as, on a Pro Forma Basis immediately after the making of any such investment, the Consolidated Net Leverage Ratio does not exceed 3.75 to 1.00; (t) subject to the absence of any continuing Event of Default and compliance by the Borrower on a Pro Forma Basis with the covenants set forth in Section 8.11 (each in accordance with Section 1.10, if applicable), investments from the Available Amount; and (u) investments made during a Collateral Suspension Period. For purposes of covenant compliance, the amount of any investment shall be the amount actually invested (with respect to any investment made other than in the form of cash or Cash Equivalents, valued at the fair market value thereof (as reasonably determined by the Borrower in good faith) at the time of the making thereof), without adjustment for subsequent increases or decreases in the value of such investment, less any amount repaid, returned, distributed or otherwise received in respect of any investment, in each case, in cash, and the amount of any investment constituting a Guarantee shall be determined as stated in the definition of “Guarantee.” Any investment in any Person other than a Loan Party that is otherwise permitted by this Section 8.04 may be made through intermediate investments in Restricted Subsidiaries that are not Loan Parties and such intermediate investments shall be disregarded for purposes of determining the outstanding amount of investments pursuant to any clause set forth above. For purposes of determining compliance with this Section 8.04, if an investment meets, in whole or in part, the criteria of one or more of the categories of investments (or any portion thereof) permitted in this Section 8.04, the Borrower may, in its sole discretion, classify or divide such investment (or any portion thereof) in any manner that complies with this Section 8.04 and will be entitled to only include the amount and type of such investment (or any portion thereof) in one of the above clauses and such investment will be treated as being incurred pursuant to only such clause or clauses (or any portion thereof).

Investments, Loans, Advances and Acquisitions. The Borrower will not, and will not permit any Restricted Subsidiary to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Subsidiary prior to such merger) any Equity Interests, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, make or permit to exist any investment (including by way of Guarantees) or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (whether through purchase of assets, merger or otherwise), except: (a) investments in cash and Cash Equivalents; (b) investments in existence on the Closing Date and described in Schedule 8.04 and amendments, extensions and renewals thereof that do not increase the amount thereof and investments reflected on Schedule 6.01; (c) operating deposit accounts with depository institutions and other ordinary course cash management; (d) investments received in connection with a disposition permitted under Section 8.05(h) or (i); (e) purchases of inventory and other assets to be sold or used in the ordinary course of business; (f) investments by (i) any Loan Party in any Loan Party, (ii) any Restricted Subsidiary that is not a Loan Party in the Borrower or any other Restricted Subsidiary and (iii) any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that the aggregate principal amount of investments outstanding outstandingmade after the Amendment No. 6 Effective Date pursuant to this clause (iii) shall not exceed the greater of $150,000,000 350,000,000525,000,000 and 7.010.012.5% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstanding; (g) loans and advances to employees in the ordinary course of business not exceeding $10,000,000 in the aggregate; (h) investments in the form of Swap Contracts permitted by Section 8.01(h); (i) deposits to secure bids, tenders, utilities, vendors, leases, licenses, statutory obligations, surety and appeal bonds, performance bonds and other deposits of like nature arising in the ordinary course of business; (j) investments by any Receivables Financing SPC, the Borrower or any Restricted Subsidiary in a Receivables Financing SPC in each case made in connection with a Permitted Receivables Financing, and loans permitted by the applicable Permitted Receivables Financing that are made by the Borrower or a Restricted Subsidiary to a Receivables Financing SPC or by a Receivables Financing SPC to the Borrower or a Restricted Subsidiary in connection therewith; (k) the Farm Credit Equities and any other stock or securities of, or investments in, a Farm Credit Lender or its investment services or programs; (l) investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors or other disputes with customers or suppliers and investments consisting of the prepayment of suppliers and service providers on customary terms in the ordinary course of business; (m) Guarantees of Indebtedness permitted by Section 8.01 and of other obligations otherwise permitted hereunder; (n) investments in prepaid expenses, utility and workers’ compensation, performance and other similar deposits, each as entered into in the ordinary course of business; (o) investments consisting of the licensing, sublicensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons; (p) investments to the extent made with (i) Qualified Equity Interests of the Borrower or (ii) the cash proceeds of any issuance of Equity Issuance IssuanceInterests by the Borrower so long as such investment is consummated within 90 days of such issuance of Equity Issuance IssuanceInterests (provided that such cash proceeds shall not be included in the Available Amount); (q) additional investments made after the Amendment No. 6 Effective Date in an aggregate amount not to exceed the greater of $250,000,000 425,000,000525,000,000 and 11.512.5% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstanding; (r) the Transactions and Permitted Acquisitions; (s) other investments so long as, on a Pro Forma Basis immediately after the making of any such investment, the Consolidated Net Leverage Ratio does not exceed 3.75 4.004.50 to 1.00; (t) subject to the absence of any continuing Event of Default and compliance by the Borrower on a Pro Forma Basis with the covenants set forth in Section 8.11 (each in accordance with Section 1.10, if applicable), investments from the Available Amount; and (u) investments made during a Collateral and Guarantee Suspension Period. For purposes of covenant compliance, the amount of any investment shall be the amount actually invested (with respect to any investment made other than in the form of cash or Cash Equivalents, valued at the fair market value thereof (as reasonably determined by the Borrower in good faith) at the time of the making thereof), without adjustment for subsequent increases or decreases in the value of such investment, less any amount repaid, returned, distributed or otherwise received in respect of any investment, in each case, in cash, and the amount of any investment constituting a Guarantee shall be determined as stated in the definition of “Guarantee.” Any investment in any Person other than a Loan Party that is otherwise permitted by this Section 8.04 may be made through intermediate investments in Restricted Subsidiaries that are not Loan Parties and such intermediate investments shall be disregarded for purposes of determining the outstanding amount of investments pursuant to any clause set forth above. For purposes of determining compliance with this Section 8.04, if an investment meets, in whole or in part, the criteria of one or more of the categories of investments (or any portion thereof) permitted in this Section 8.04, the Borrower may, in its sole discretion, classify or divide such investment (or any portion thereof) in any manner that complies with this Section 8.04 and will be entitled to only include the amount and type of such investment (or any portion thereof) in one of the above clauses and such investment will be treated as being incurred pursuant to only such clause or clauses (or any portion thereof).

Investments, Loans, Advances and Acquisitions. The Borrower will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Subsidiary prior to such merger) any Equity Interests, Interests in or evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, or make or permit to exist any investment (including by way of Guarantees) or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (whether through purchase of assets, merger or otherwise)unit, except: (a) investments in cash and Cash EquivalentsPermitted Investments; (b) investments in existence existing on the Closing Date date hereof and described in Schedule 8.04 and amendments, extensions and renewals thereof that do not increase the amount thereof and investments reflected set forth on Schedule 6.016.04; (c) operating deposit accounts with depository institutions investments by the Borrower and other ordinary course cash managementits Subsidiaries in Equity Interests in their respective Subsidiaries; (d) loans or advances made by the Borrower to any Subsidiary and made by any Subsidiary to the Borrower or any other Subsidiary; provided that such loans and advances shall be subject to the conditions set forth in Section 6.01(c); (e) investments received in connection with a disposition permitted under Section 8.05(h) the bankruptcy or (i); (e) purchases reorganization of, or settlement of inventory delinquent accounts and other assets to be sold or used disputes with, customers and suppliers, in each case in the ordinary course of business; (f) investments by (i) any Loan Party in any Loan Party, (ii) any Restricted Subsidiary that is not a Loan Party in the Borrower or any notes and other Restricted Subsidiary and (iii) any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that the aggregate principal amount of investments outstanding pursuant to this clause (iii) shall not exceed the greater of $150,000,000 and 7.0% of Consolidated Total Assets (non-cash consideration received as shown on or determined in accordance with the most recent financial statements part of the Borrower delivered purchase price of assets disposed of pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstanding6.05; (g) loans and advances to employees in the ordinary course extension of business not exceeding $10,000,000 in the aggregate; (h) investments in the form of Swap Contracts permitted by Section 8.01(h); (i) deposits to secure bids, tenders, utilities, vendors, leases, licenses, statutory obligations, surety and appeal bonds, performance bonds and other deposits of like nature arising trade credit in the ordinary course of business; (jh) investments by any Receivables Financing SPC, the Borrower or any Restricted Subsidiary in a Receivables Financing SPC in each case made in connection with a Permitted Receivables Financing, and loans Swap Agreements permitted by the applicable Permitted Receivables Financing that are made by the Borrower or a Restricted Subsidiary to a Receivables Financing SPC or by a Receivables Financing SPC to the Borrower or a Restricted Subsidiary in connection therewithSection 6.07; (ki) loans and advances to officers, directors, and employees of the Farm Credit Equities Borrower and any other stock or securities of, or investments in, a Farm Credit Lender or its investment services or programs; (l) investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit Subsidiaries made in the ordinary course of businessbusiness for travel and entertainment expenses, relocation costs and investments received similar purposes up to a maximum for all such loans and advances of $15,000,000 in satisfaction the aggregate at any one time outstanding; (j) endorsements of items for collection or partial satisfaction thereof from financially troubled account debtors or other disputes with customers or suppliers and investments consisting of the prepayment of suppliers and service providers on customary terms deposit in the ordinary course of business; (mk) Guarantees Borrower or a Subsidiary may purchase, hold or acquire (including pursuant to a merger) all the Equity Interests in a Person and may purchase or otherwise acquire (in one transaction or a series of Indebtedness permitted by Section 8.01 and of other obligations otherwise permitted hereunder; (ntransactions) investments in prepaid expenses, utility and workers’ compensation, performance and other similar deposits, each as entered into in the ordinary course of business; (o) investments consisting all or substantially all of the licensing, sublicensing assets of any other Person or contribution of intellectual property pursuant to joint marketing arrangements with other Persons; (p) investments to the extent made with (i) Qualified Equity Interests all or substantially all of the Borrower assets of a division or (ii) the cash proceeds of any Equity Issuance by the Borrower so long as such investment is consummated within 90 days branch of such Equity Issuance (provided that such cash proceeds shall not be included in the Available Amount); (q) additional investments in an aggregate amount not to exceed the greater of $250,000,000 and 11.5% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstanding; (r) the Transactions and Permitted Acquisitions; (s) other investments so long asPerson, on a Pro Forma Basis immediately after the making of any such investmentif, the Consolidated Net Leverage Ratio does not exceed 3.75 to 1.00; (t) subject to the absence of any continuing Event of Default and compliance by the Borrower on a Pro Forma Basis with the covenants set forth in Section 8.11 (each in accordance with Section 1.10, if applicable), investments from the Available Amount; and (u) investments made during a Collateral Suspension Period. For purposes of covenant compliance, the amount of any investment shall be the amount actually invested (with respect to any investment made other than in the form of cash or Cash Equivalents, valued at the fair market value thereof (as reasonably determined by the Borrower in good faith) at the time of the making thereof), without adjustment for subsequent increases or decreases in the value of each such investment, less any amount repaid, returned, distributed or otherwise received in respect of any investment, in each case, in cash, and the amount of any investment constituting a Guarantee shall be determined as stated in the definition of “Guarantee.” Any investment in any Person other than a Loan Party that is otherwise permitted by this Section 8.04 may be made through intermediate investments in Restricted Subsidiaries that are not Loan Parties and such intermediate investments shall be disregarded for purposes of determining the outstanding amount of investments pursuant to any clause set forth above. For purposes of determining compliance with this Section 8.04, if an investment meets, in whole or in part, the criteria of one or more of the categories of investments (or any portion thereof) permitted in this Section 8.04, the Borrower may, in its sole discretion, classify or divide such investment (or any portion thereof) in any manner that complies with this Section 8.04 and will be entitled to only include the amount and type of such investment (or any portion thereof) in one of the above clauses and such investment will be treated as being incurred pursuant to only such clause or clauses (or any portion thereof).acquisition: