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

Investments, Loans, Advances, Guarantees and Acquisitions. Neither Holdings nor the Borrower will, nor will they permit any Subsidiary to, purchase or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) 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, make any loans or advances to, Guarantee any obligations of, or make any investment 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 (collectively, “Investments”), except: (i) Permitted Acquisitions; (ii) Permitted Investments; (iii) Investments set forth on Schedule 6.04; (iv) Investments by Holdings in the Borrower and by the Borrower and the Subsidiaries in Equity Interests in their respective Subsidiaries, provided that (A) any such Equity Interests held by a Loan Party shall be pledged pursuant to the Collateral Agreement (subject to the limitations applicable to common stock of a Foreign Subsidiary referred to in the definition of “Collateral and Guarantee Requirement”) and (B) the aggregate amount of investments (other than investments set forth on Schedule 6.04) by Loan Parties in Subsidiaries that are not Loan Parties (together with outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v) and outstanding Guarantees permitted to be incurred under clause (B) to the proviso to Section 6.04(vi)) shall not exceed $15,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (v) loans or advances made by the Borrower to any Subsidiary and made by any Subsidiary to the Borrower or any other Subsidiary, provided that (A) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement and (B) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(iv) and outstanding Guarantees permitted under clause (B) to the proviso to Section 6.04(vi)) shall not exceed $15,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (vi) Guarantees constituting Indebtedness permitted by Section 6.01, provided that (and without limiting the foregoing) the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(iv) and outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v)) shall not exceed $15,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (vii) receivables or other trade payables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business consistent with past practice 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 such Subsidiary deems reasonable under the circumstances; (viii) Investments consisting of Equity Interests, obligations, securities or other property received in settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business; (x) loans or advances by the Borrower or any Subsidiary to employees and other individual service providers made in the ordinary course of business (including travel, entertainment and relocation expenses) of the Borrower or any Subsidiary not exceeding $2,500,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances); (xi) Investments in the form of Swap Agreements permitted by Section 6.07; (xii) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiii) Investments received in connection with the dispositions of assets permitted by Section 6.05; (xiv) Investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (xv) Investments in Permitted Joint Ventures; provided that, if at the time of any such Investment pursuant to this Section 6.04(xv), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Joint Ventures (together with the aggregate amount of Investments in Permitted Real Estate Joint Ventures permitted under Section 6.04(xvi)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (xvi) Investments in Permitted Real Estate Joint Ventures; provided that, if at the time of any such Investment pursuant to this Section 6.04(xvi), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Real Estate Joint Ventures (together with the aggregate amount of Investments in Permitted Joint Ventures permitted under Section 6.04(xv)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (xvii) payments, loans, advances to, and investments in, Consolidated Practices in the ordinary course of business and consistent with past practice in satisfaction of their obligations under any management services agreements; (xviii) Investments by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount, as valued at cost at the time each such Investment is made and including all related commitments for future advances, not exceeding the Available Amount immediately prior to the time of the making of any such Investment; (xix) Investments by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount not to exceed the sum of (A) $100,000,000 and (B) an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually theretofore received in cash in respect of any such investment, loan or advance (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); and (xx) Investments, loans and advances by the Borrower or any Subsidiary to any Insurance Subsidiary in an amount equal to (A) the capital required under the applicable laws or regulations of the jurisdiction in which such Insurance Subsidiary is formed or determined by independent actuaries as prudent and necessary capital to operate such Insurance Subsidiary plus (B) any reasonable general corporate and overhead expenses of such Insurance Subsidiary.

Investments, Loans, Advances, Guarantees and Acquisitions. Neither Holdings nor the The Administrative Borrower willwill not, nor and will they not permit any Subsidiary of its Subsidiaries to, purchase purchase, hold or acquire (including pursuant to any merger or amalgamation with any Person that was not a wholly owned Subsidiary prior to such mergermerger or amalgamation) any Equity Interests in or capital 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, Guarantee any obligations of, or make or permit to exist any investment 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 (collectively, “Investments”)unit, except: (i) Permitted Acquisitions; (iia) Permitted Investments; (iiib) Investments set forth on Schedule 6.04; (iv) Investments by Holdings in the Borrower and investments by the Administrative Borrower and in its Subsidiaries (or Persons that become Subsidiaries at the Subsidiaries in Equity Interests in their respective Subsidiaries, provided that (A) any time of such Equity Interests held by a Loan Party shall be pledged pursuant to the Collateral Agreement (subject to the limitations applicable to common stock of a Foreign Subsidiary referred to in the definition of “Collateral and Guarantee Requirement”) and (B) the aggregate amount of investments (other than investments set forth on Schedule 6.04) by Loan Parties in Subsidiaries that are not Loan Parties (together with outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v) and outstanding Guarantees permitted to be incurred under clause (B) to the proviso to Section 6.04(vi)) shall not exceed $15,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offsinvestment); (vc) investments by Subsidiaries in other Subsidiaries (or Persons that become Subsidiaries at the time of such investment); (d) loans or advances made by the a Borrower to any Subsidiary and made by any Subsidiary to the a Borrower or any other Subsidiary, provided that (A) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement and (B) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(iv) and outstanding Guarantees permitted under clause (B) to the proviso to Section 6.04(vi)) shall not exceed $15,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (vie) Guarantees constituting Indebtedness permitted not prohibited by Section 6.01, provided that (and without limiting the foregoing) the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(iv) and outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v)) shall not exceed $15,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs)6.1; (viif) receivables or other trade payables owing investments pursuant to the Borrower or any Subsidiary if created or acquired in the ordinary course of business consistent with past practice 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 such Subsidiary deems reasonable under the circumstancesAcquisitions; (viiig) Investments consisting of Equity Interestsinvestments in non-Subsidiaries (not constituting an Acquisition); provided, obligationsthat all such investments after the date hereof shall not exceed, securities or other property received in settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payrollaggregate, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business; (x) loans or advances by the Borrower or any Subsidiary to employees and other individual service providers made in the ordinary course of business (including travel, entertainment and relocation expenses) of the Borrower or any Subsidiary not exceeding $2,500,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances); (xi) Investments in the form of Swap Agreements permitted by Section 6.07; (xii) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiii) Investments received in connection with the dispositions of assets permitted by Section 6.05; (xiv) Investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (xv) Investments in Permitted Joint Ventures; provided that, if at the time of any such Investment pursuant to this Section 6.04(xv), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Joint Ventures (together with the aggregate amount of Investments in Permitted Real Estate Joint Ventures permitted under Section 6.04(xvi)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (xvi) Investments in Permitted Real Estate Joint Ventures; provided that, if at the time of any such Investment pursuant to this Section 6.04(xvi), on a Pro Forma Basis, the Secured Leverage Ratio 20% of the Borrower equals or exceeds 2.50 to 1.00, Administrative Borrower’s consolidated assets for the aggregate amount of Investments in Permitted Real Estate Joint Ventures (together with the aggregate amount of Investments in Permitted Joint Ventures permitted under Section 6.04(xv)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (most recently ended fiscal quarter for which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (xvii) payments, loans, advances to, and investments in, Consolidated Practices in the ordinary course of business and consistent with past practice in satisfaction of their obligations under any management services agreements; (xviii) Investments by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount, as valued at cost at the time each such Investment is made and including all related commitments for future advances, not exceeding the Available Amount immediately financial statements are available prior to the time of the making of any such Investment; (xix) Investments by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount not to exceed the sum of (A) $100,000,000 and (B) an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually theretofore received in cash in respect of any such investment, loan or advance (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); and (xxh) Investments, loans investments in and advances by the Borrower or any Subsidiary to any Insurance Subsidiary in an amount equal to (A) the capital required obligations under the applicable laws or regulations of the jurisdiction in which such Insurance Subsidiary is formed or determined by independent actuaries as prudent and necessary capital to operate such Insurance Subsidiary plus (B) any reasonable general corporate and overhead expenses of such Insurance SubsidiarySwap Agreements that are not for speculative purposes.

Investments, Loans, Advances, Guarantees and Acquisitions. Neither Holdings nor the Each Borrower willwill not, nor and will they not permit any Restricted Subsidiary to, purchase purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Equity Interests in or evidences of indebtedness 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, Guarantee any obligations Indebtedness of, or make any investment 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 or all or substantially all of the assets of a division or branch of any Person (collectivelyany one of the actions described in the foregoing provisions of this Section 6.04, herein an “InvestmentsInvestment”), except: (ia) Permitted AcquisitionsInvestments in the form of cash, Cash Equivalents and Investments that were Cash Equivalents when such Investments were made; (ii) Permitted Investments; (iiib) Investments (i) existing on, or contractually committed as of, the date hereof and set forth on Schedule 6.04, (ii) consisting of intercompany Investments outstanding on the date hereof, and (iii) and any modification, replacement, renewal or extension of the foregoing; provided that the amount of the original Investment is not increased except by the terms of such Investment or as otherwise permitted by this Section 6.04; (ivc) Investments by Holdings in among the Parent Borrower and by its Restricted Subsidiaries (including between or among Restricted Subsidiaries and including in connection with the Borrower and the Subsidiaries in Equity Interests in their respective formation of Restricted Subsidiaries, provided that (A) any such Equity Interests held by a Loan Party shall be pledged pursuant to the Collateral Agreement (subject to the limitations applicable to common stock of a Foreign Subsidiary referred to in the definition of “Collateral and Guarantee Requirement”) and (B) the aggregate amount of investments (other than investments set forth on Schedule 6.04) by Loan Parties in Subsidiaries that are not Loan Parties (together with outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v) and outstanding Guarantees permitted to be incurred under clause (B) to the proviso to Section 6.04(vi)) shall not exceed $15,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (v) loans or advances made by the Borrower to any Subsidiary and made by any Subsidiary to the Borrower or any other Subsidiary, provided that (A) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement and (B) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(iv) and outstanding Guarantees permitted under clause (B) to the proviso to Section 6.04(vi)) shall not exceed $15,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (vid) Guarantees constituting Indebtedness permitted by Section 6.01, 6.01 and payments thereon or Investments in respect thereof in lieu of such payments; provided that (and without limiting the foregoingi) the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties Unrestricted Subsidiaries that is Guaranteed by any Loan Party (together with outstanding investments permitted under shall be subject to the limitation set forth in clause (Bp) below (it being understood that any such Guarantee in reliance upon the reference to such clause (p) shall reduce the proviso amount otherwise available under such clause (p) while such Guarantee is outstanding), (ii) if such Guarantee is by a non-Loan Party, such non-Loan Party would have been able to incur the Guaranteed Indebtedness directly under Section 6.04(iv6.01 (for the avoidance of doubt, without duplication of the primary and Guaranteed obligations with respect to underlying Indebtedness primary Indebtedness of a non-Loan Party) and outstanding intercompany loans permitted under clause (Biii) if the Guaranteed Indebtedness is subordinated the Guarantee of such Indebtedness is subordinated on the same terms; (e) Investments received (i) in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts or disputes with or judgments against, any Person, or foreclosure or deed in lieu of foreclosure with respect to the proviso to Section 6.04(v)) shall not exceed $15,000,000 at any time outstanding (Lien held as security for an obligation, in each case determined without regard to any write-downs or write-offs); (vii) receivables or other trade payables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business consistent business, (ii) upon the foreclosure with past practice and payable respect to any secured Investment, (iii) as a result of the settlement, compromise or dischargeable in accordance with customary trade termsresolution of litigation, provided that such trade terms may include such concessionary trade terms as the Borrower or any such Subsidiary deems reasonable under the circumstances; (viii) Investments consisting of Equity Interests, obligations, securities arbitration or other property received disputes or (iv) in settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made debt created in the ordinary course of business; (xf) notes and other non-cash consideration received as part of the purchase price of assets subject to a Disposition pursuant to Section 6.05; (g) advances or extensions of trade credit in the ordinary course of business; (h) Investments arising in connection with Swap Agreements permitted by Section 6.06; provided that the aggregate amount of Investments by Loan Parties in or for the benefit of Unrestricted Subsidiaries shall be subject to the limitation set forth in clause (p) below (it being understood that any such Investment in reliance upon the reference to such clause (p) shall reduce the amount otherwise available under such clause (p) while such Swap Agreement is outstanding); (i) loans and advances to future, present or advances by former officers, directors, employees, members of management or consultants of the Parent Borrower or any Subsidiary to employees and other individual service providers its Restricted Subsidiaries made (i) in the ordinary course of business for travel and entertainment expenses, relocation costs and similar purposes or consistent with past practices and (including travel, entertainment and relocation expensesii) of the Borrower or any Subsidiary not exceeding $2,500,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances); (xi) Investments in the form of Swap Agreements permitted by Section 6.07; (xii) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation Person’s purchase of such Person becoming a Subsidiary or of such consolidation or merger; (xiii) Investments received in connection with the dispositions of assets permitted by Section 6.05; (xiv) Investments constituting deposits described in clauses (c) and (d) Equity Interests of the definition of the term “Permitted Encumbrances”; (xv) Investments in Permitted Joint VenturesParent Borrower; provided that, if at to the time of any extent such Investment pursuant to this Section 6.04(xv)loans or advances are made in cash, on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Joint Ventures (together with the aggregate amount of Investments in Permitted Real Estate Joint Ventures permitted under Section 6.04(xvi)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at loans and advances used to acquire such Equity Interests shall be contributed or paid to the time such Investment was made); (xvi) Investments Parent Borrower in Permitted Real Estate Joint Ventures; provided that, if at the time of any such Investment pursuant to this Section 6.04(xvi), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Real Estate Joint Ventures (together with the aggregate amount of Investments in Permitted Joint Ventures permitted under Section 6.04(xv)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (xvii) payments, loans, advances tocash, and investments in, Consolidated Practices in the ordinary course of business and consistent with past practice in satisfaction of their obligations under (iii) for any management services agreements; (xviii) Investments by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount, as valued at cost at the time each such Investment is made and including all related commitments for future advances, not exceeding the Available Amount immediately prior to the time of the making of any such Investment; (xix) Investments by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) other purpose in an aggregate amount not to exceed the sum of (A) $100,000,000 and (B) an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually theretofore received in cash in respect of any 20,000,000 for all such investment, loan or advance (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); and (xx) Investments, loans and advances in the aggregate at any one time outstanding; (j) the Parent Borrower and the Restricted Subsidiaries may make Investments using the Net Proceeds actually received by the Parent Borrower from and after the Restatement Effective Date from the sale of Equity Interests of the Parent Borrower (other than (i) Disqualified Equity Interests, (ii) Equity Interests issued or sold to a Restricted Subsidiary or an employee stock ownership plan or similar trust to the extent such sale to an employee stock ownership plan or similar trust is financed by loans from or Guaranteed by the Parent Borrower or any Restricted Subsidiary unless such loans have been repaid with cash on or prior to any Insurance Subsidiary in an amount equal the date of determination, (iii) Equity Interests the Net Proceeds of which are used to repay long-term Indebtedness for borrowed money (Aother than revolving loans) and (iv) Specified Equity Contributions) so long as such Net Proceeds are Not Otherwise Applied; (k) the capital required under the applicable laws Parent Borrower or regulations a Restricted Subsidiary may purchase, hold or acquire (including pursuant to a merger, consolidation, amalgamation or otherwise) at least a majority of the jurisdiction Equity Interests of a Person (including with respect to an Investment in which such Insurance a Restricted Subsidiary is formed that serves to increase the Parent Borrower’s or determined by independent actuaries as prudent its Restricted Subsidiaries’ respective ownership of Equity Interests therein) and necessary capital to operate such Insurance Subsidiary plus may purchase or otherwise acquire (Bin one transaction or a series of transactions) all or substantially all of the assets of any reasonable general corporate and overhead expenses other Person or all or substantially all of the assets of a division, line of business or branch of such Insurance Subsidiary.Person, if, with respect to each such acquisition (a “Permitted Acquisition”):

Investments, Loans, Advances, Guarantees and Acquisitions. Neither Holdings nor the Borrower willPurchase, nor will they permit any Subsidiary to, purchase hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Wholly Owned Subsidiary prior to such merger) any Equity Interests in or Interest, evidences of indebtedness 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, Guarantee any obligations of, make or permit any capital contribution to, or make or permit to exist any investment 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 or all or a substantial part of the business of, such Person (collectively, the foregoing is collectively referred to as “Investments”), exceptexcept that the following shall be permitted: (i) Permitted Acquisitions; (ii) Permitted Investments; (iiia) Investments set forth existing on the Effective Date and identified on Schedule 6.04; (ivb) Investments by Holdings in the Borrower and by the Borrower and the Subsidiaries in Equity Interests in their respective Subsidiaries, provided that (A) any such Equity Interests held by a Loan Party shall be pledged pursuant to the Collateral Agreement (subject to the limitations applicable to common stock of a Foreign Subsidiary referred to in the definition of “Collateral and Guarantee Requirement”) and (B) the aggregate amount of investments (other than investments set forth on Schedule 6.04) by Loan Parties in Subsidiaries that are not Loan Parties (together with outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v) and outstanding Guarantees permitted to be incurred under clause (B) to the proviso to Section 6.04(vi)) shall not exceed $15,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (v) loans or advances made by the Borrower to any Subsidiary and made by any Subsidiary to the Borrower or any other Subsidiary, provided that (A) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement and (B) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(iv) and outstanding Guarantees permitted under clause (B) to the proviso to Section 6.04(vi)) shall not exceed $15,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (vi) Guarantees constituting Indebtedness permitted by Section 6.01, provided that (and without limiting the foregoing) the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(iv) and outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v)) shall not exceed $15,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (vii) receivables or other trade payables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business consistent with past practice and payable or dischargeable in accordance with customary trade terms, Eligible Investments; provided that such trade terms may include such concessionary trade terms as Investments shall be made solely for investment purposes for the Borrower or any such Subsidiary deems reasonable under the circumstances; (viii) Investments consisting investment portfolio of Equity Interests, obligations, securities or other property received in settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, travel accordance with the Investment Policy of the Borrower and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business; (xc) loans or advances by the Borrower or any Subsidiary to officers, directors and employees and other individual service providers made in the ordinary course of business (including travel, entertainment and relocation expenses) of the Borrower or any Subsidiary not exceeding $2,500,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances); (xi) Investments in the form of Swap Agreements permitted by Section 6.07; (xii) Investments of any Person existing at the time such Person becomes a Subsidiary and Subsidiaries of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiii) Investments received in connection with the dispositions of assets permitted by Section 6.05; (xiv) Investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (xv) Investments in Permitted Joint Ventures; provided that, if at the time of any such Investment pursuant to this Section 6.04(xv), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Joint Ventures (together with the aggregate amount of Investments in Permitted Real Estate Joint Ventures permitted under Section 6.04(xvi)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (xvi) Investments in Permitted Real Estate Joint Ventures; provided that, if at the time of any such Investment pursuant to this Section 6.04(xvi), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Real Estate Joint Ventures (together with the aggregate amount of Investments in Permitted Joint Ventures permitted under Section 6.04(xv)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (xvii) payments, loans, advances to, and investments in, Consolidated Practices in the ordinary course of business and consistent with past practice in satisfaction of their obligations under any management services agreements; (xviii) Investments by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount, as valued at cost at the time each such Investment is made and including all related commitments for future advances, not exceeding the Available Amount immediately prior to the time of the making of any such Investment; (xix) Investments by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount not to exceed the sum of (A) $100,000,000 50,000 at any time outstanding, for travel, entertainment, relocation and (B) an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually theretofore received in cash in respect of any such investment, loan or advance (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); andanalogous ordinary business purposes; (xxd) Investments, loans and advances Investments by the Borrower or in any Subsidiary; and Investments by any Subsidiary to in any Insurance other Subsidiary; (e) Guarantees constituting Indebtedness permitted by Section 6.01; (f) Guarantees by the Borrower of Capital Lease Obligations of any Subsidiary in an amount equal to permitted by Section 6.01; (Ag) the capital required under the applicable laws or regulations of the jurisdiction in which such Insurance Subsidiary is formed or determined mergers and acquisitions permitted by independent actuaries as prudent and necessary capital to operate such Insurance Subsidiary plus Section 6.03; (Bh) any reasonable general corporate and overhead expenses of such Insurance Subsidiary.Swap Obligations permitted by Section 6.06; (i) Permitted Acquisitions;

Investments, Loans, Advances, Guarantees and Acquisitions. Neither Holdings nor the Borrower willPurchase, nor will they permit any 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 in or capital 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, Guarantee any obligations of, or make or permit to exist any investment 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 (collectivelywhether through purchase of assets, “Investments”merger or otherwise), except: (ia) Permitted Investments, subject to control agreements in favor of the Lender or otherwise subject to a perfected security interest in favor of the Lender; (b) Permitted Acquisitions, subject to Lender’s receipt of any Loan Guarantees and security agreements in favor of the Lender required pursuant to Section 6.9; (iic) Permitted Investmentsinvestments in existence on the date of this Agreement and described in Schedule 7.4; (iiid) Investments set forth on Schedule 6.04; (iv) Investments by Holdings in the Borrower and investments by the Borrower and the Subsidiaries in Equity Interests in their respective Subsidiaries, provided that (Ai) any such Equity Interests held by a Loan Party shall be pledged pursuant to the Collateral Agreement Security Documents (subject to the limitations applicable to common stock of a Foreign foreign Subsidiary referred to in the definition of “Collateral and Guarantee Requirement”Section 6.9) and (Bii) the aggregate amount of investments (other than investments set forth on Schedule 6.04) by Loan Parties in Subsidiaries that are not Loan Parties (together with outstanding intercompany loans permitted under clause (Bii) to the proviso to Section 6.04(v7.4(e) and outstanding Guarantees permitted to be incurred under clause (B) to the proviso to Section 6.04(vi7.4(f)) shall not exceed $15,000,000 100,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (ve) loans or advances made by the Borrower to any Subsidiary and made by any Subsidiary to the Borrower or any other Subsidiary, provided that (Ai) any such loans and advances made by a Loan Party shall be subject to the Security Documents and shall be evidenced by a promissory note pledged pursuant note, endorsed and delivered to the Collateral Agreement Lender and (Bii) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties (together with outstanding investments permitted under clause (Bii) to the proviso to Section 6.04(iv7.4(d) and outstanding Guarantees permitted under clause (B) to the proviso to Section 6.04(vi7.4(f)) shall not exceed $15,000,000 100,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (vif) Guarantees constituting Indebtedness permitted by Section 6.017.1, provided that (and without limiting the foregoing) the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party shall (together with outstanding investments permitted under clause (Bii) to the proviso to Section 6.04(iv7.4(d) and outstanding intercompany loans permitted under clause (Bii) to the proviso to Section 6.04(v7.4(e)) shall not exceed $15,000,000 100,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (viig) receivables loans or other trade payables owing advances made by a Loan Party to the Borrower or any Subsidiary if created or acquired its employees on an arms-length basis in the ordinary course of business consistent with past practice practices for travel and payable or dischargeable in accordance with customary trade termsentertainment expenses, provided that such trade terms may include such concessionary trade terms as the Borrower or any such Subsidiary deems reasonable under the circumstancesrelocation costs and similar purposes; (viiih) Investments consisting of Equity Interests, obligations, securities or other property received in settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business; (x) loans or advances by the Borrower or any Subsidiary to employees and other individual service providers made in the ordinary course of business (including travel, entertainment and relocation expenses) of the Borrower or any Subsidiary not exceeding $2,500,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances); (xi) Investments investments in the form of Swap Agreements permitted by Section 6.077.7; (xiii) Investments investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiiij) Investments investments received in connection with the dispositions of assets permitted by Section 6.057.5; (xivk) Investments investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”;, (xvl) Investments in Permitted Joint Ventures; provided that, if at the time investments of any such Investment funds held pursuant to this Section 6.04(xv)employee deferred compensation plans, on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Joint Ventures (together with the aggregate amount of Investments in Permitted Real Estate Joint Ventures permitted under Section 6.04(xvi)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (xvi) Investments in Permitted Real Estate Joint Ventures; provided that, if at the time of any such Investment pursuant to this Section 6.04(xvi), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Real Estate Joint Ventures (together with the aggregate amount of Investments in Permitted Joint Ventures permitted under Section 6.04(xv)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (xvii) payments, loans, advances to, and investments in, Consolidated Practices in the ordinary course of business and consistent with past practice in satisfaction of their obligations under any management services agreements; (xviii) Investments by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount, as valued at cost at the time each such Investment is made and including all related commitments for future advances, not exceeding the Available Amount immediately prior to the time of the making of any such Investment; (xix) Investments by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount not to exceed the sum of (A) $100,000,000 and (B) an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually theretofore received in cash in respect of any such investment, loan or advance (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); and (xxm) Investmentscapital stock or other securities with a maximum aggregate value or face amount not exceeding $100,000 at any time, loans acquired in connection with the compromise, settlement or collection of accounts receivable and advances by the Borrower or any Subsidiary to any Insurance Subsidiary in an amount equal to (A) the capital required under the applicable laws or regulations provided there exists no Event of the jurisdiction in which Default at such Insurance Subsidiary is formed or determined by independent actuaries as prudent and necessary capital to operate such Insurance Subsidiary plus (B) any reasonable general corporate and overhead expenses of such Insurance Subsidiarytime.

Investments, Loans, Advances, Guarantees and Acquisitions. Neither Holdings nor the Borrower willIt will not, nor and will they not permit any Subsidiary of its Restricted Subsidiaries to, purchase purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Wholly-Owned Subsidiary prior to such merger) any Equity Interests Investment in or evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make any loans or advances to, Guarantee any obligations of, or make any investment 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 (collectively, “Investments”)unit, except: (i) Permitted Acquisitions; (iia) Permitted Investments; (iiib) Investments set forth on Schedule 6.04by the MLP and any Restricted Subsidiary in the Equity Interests of any Restricted Subsidiary; (iv) Investments by Holdings in the Borrower and by the Borrower and the Subsidiaries in Equity Interests in their respective Subsidiaries, provided that (A) any such Equity Interests held by a Loan Party shall be pledged pursuant to the Collateral Agreement (subject to the limitations applicable to common stock of a Foreign Subsidiary referred to in the definition of “Collateral and Guarantee Requirement”) and (B) the aggregate amount of investments (other than investments set forth on Schedule 6.04) by Loan Parties in Subsidiaries that are not Loan Parties (together with outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v) and outstanding Guarantees permitted to be incurred under clause (B) to the proviso to Section 6.04(vi)) shall not exceed $15,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (vc) loans or advances made by the Borrower MLP to any Restricted Subsidiary and made by any Restricted Subsidiary to the Borrower MLP or any other Restricted Subsidiary, provided that (A) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement and (B) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(iv) and outstanding Guarantees permitted under clause (B) to the proviso to Section 6.04(vi)) shall not exceed $15,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (vid) Guarantees constituting Indebtedness permitted by Section 6.01, provided that ; (and without limiting the foregoinge) the Borrower’s interest in (i) the Xxxxxx-Belvieu Pipeline Company, L.L.C. and (ii) ST Linden Terminal, LLC; (f) the purchase or other acquisition by the MLP or a Restricted Subsidiary of the assets of another Person constituting all or substantially all of the property and assets or business of another Person or assets that constitute a business unit, line of business or division of another Person, or the purchase or other acquisition by the MLP or a Restricted Subsidiary of all or substantially all of the Equity Interests in any Person, that immediately upon the consummation thereof, will be a Restricted Subsidiary (including, without limitation, as a result of a merger or consolidation otherwise permitted under this Agreement); provided, that, both before and after giving effect to any such Investment, no Default shall exist, including, without limitation, a Default with respect to (i) use of proceeds set forth in Section 5.08, or (ii) the Consolidated Debt Coverage Ratio set forth in Section 6.11; (g) Investments in Joint Venture Interests and Unrestricted Subsidiaries; provided, that, both before and after giving effect to any such Investment, no Default shall exist, including, without limitation, a Default with respect to (i) use of proceeds set forth in Section 5.08 or (ii) the Consolidated Debt Coverage Ratio set forth in Section 6.11; provided further that the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party (together with outstanding investments permitted under Investments made pursuant to this clause (Bg) to the proviso to Section 6.04(iv) and outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v)other than Investments described in Schedule 6.04) shall not exceed $15,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (vii) receivables or other trade payables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business consistent with past practice 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 such Subsidiary deems reasonable under the circumstances; (viii) Investments consisting of Equity Interests, obligations, securities or other property received in settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business; (x) loans or advances by the Borrower or any Subsidiary to employees and other individual service providers made in the ordinary course of business (including travel, entertainment and relocation expenses) of the Borrower or any Subsidiary not exceeding $2,500,000 500,000,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances)time; (xih) Investments in the form of Swap Agreements permitted by other than Permitted Swap Agreements; provided, that, both before and after giving effect to any such Investment, no Default shall exist, including, without limitation, a Default with respect to (i) use of proceeds set forth in Section 6.07; 5.08 or (xiiii) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including Consolidated Debt Coverage Ratio set forth in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiii) Investments received in connection with the dispositions of assets permitted by Section 6.05; (xiv) Investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (xv) Investments in Permitted Joint Ventures6.11; provided that, if at the time of any such Investment pursuant to this Section 6.04(xv), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, further that the aggregate amount of Investments in Permitted Joint Ventures made pursuant to this clause (together with the aggregate amount of Investments in Permitted Real Estate Joint Ventures permitted under Section 6.04(xvi)h) shall not exceed $250,000,000 outstanding 100,000,000 in the aggregate at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (xvi) Investments in Permitted Real Estate Joint Ventures; provided that, if at the time of any such Investment pursuant to this Section 6.04(xvi), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Real Estate Joint Ventures (together with the aggregate amount of Investments in Permitted Joint Ventures permitted under Section 6.04(xv)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (xvii) payments, loans, advances to, and investments in, Consolidated Practices in the ordinary course of business and consistent with past practice in satisfaction of their obligations under any management services agreements; (xviii) Investments by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount, as valued at cost at the time each such Investment is made and including all related commitments for future advances, not exceeding the Available Amount immediately prior to the time of the making of any such Investment; (xix) Investments by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount not to exceed the sum of (A) $100,000,000 and (B) an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually theretofore received in cash in respect of any such investment, loan or advance (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made)time; and (xxi) Investments, loans and advances by the Borrower or any Subsidiary to any Insurance Subsidiary in an amount equal to (A) the capital required under the applicable laws or regulations Guarantees of the jurisdiction in which such Insurance Subsidiary is formed or determined by independent actuaries as prudent and necessary capital to operate such Insurance Subsidiary plus (B) any reasonable general corporate and overhead expenses obligations not constituting Indebtedness of such Insurance SubsidiaryRestricted Subsidiaries.

Investments, Loans, Advances, Guarantees and Acquisitions. Neither Holdings nor None of the Borrower willor any other Subsidiary will purchase, nor will they permit any Subsidiary tohold, purchase or acquire (including pursuant to any merger merger, amalgamation or consolidation with any Person that was not a wholly wholly-owned Subsidiary prior to such merger) any Equity Interests in or evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) ofthereto), make or otherwise permit to exist any loans or advances to, Guarantee any obligations of, or make any investment or any other interest in, Investment in any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any all or substantially all the assets of any other Person constituting or of a business unit (collectivelyunit, “Investments”)division, product line or line of business of any other Person, except: (i) Permitted Acquisitions; (iia) Permitted Investments; (iiib) Investments existing on the date hereof in Subsidiaries, and other Investments existing on the date hereof and set forth on Schedule 6.04 and any modification, renewal or extension thereof or any substantially concurrent replacement thereof with similar investment; provided that the amount of the original Investment is not increased except by the terms of such Investment or as otherwise permitted by this Section 6.04; (ivc) Investments by Holdings in the Borrower and by the Borrower and the other Subsidiaries in Equity Interests in their respective Subsidiariessubsidiaries (in each case, other than a Permitted Joint Venture); provided that (Ai) such subsidiaries are Subsidiaries prior to such investments or all newly created or formed Subsidiaries (subject, for the avoidance of doubt, to the limitations in clause (iii) below), (ii) any such Equity Interests held by a Loan Party shall be pledged pursuant in accordance with the requirements of, and to the Collateral Agreement (subject to the limitations applicable to common stock of a Foreign Subsidiary referred to in extent required by, the definition of the term “Collateral and Guarantee Requirement”) ” and (Biii) the aggregate amount of investments (other than investments set forth on Schedule 6.04) such Investments by the Loan Parties in in, and loans and advances by the Loan Parties to, and Guarantees by the Loan Parties of Indebtedness and other obligations of, Subsidiaries that are not Loan Parties (together with outstanding intercompany loans excluding all such investments, loans, advances and Guarantees existing on the date hereof and permitted under by clause (Bb) to the proviso to Section 6.04(v) and outstanding Guarantees permitted to be incurred under clause (B) to the proviso to Section 6.04(vi)above) shall not exceed an aggregate net amount equal to $15,000,000 10,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs)outstanding; (vd) loans or advances made by the Borrower or any other Subsidiary to any Subsidiary and made (in each case, other than a Permitted Joint Venture) (which shall include the reimbursement of an LC Disbursement by any Subsidiary to the Borrower or any other Subsidiary, in respect of a Letter of Credit issued for the benefit of a Subsidiary of the Borrower); provided that (Ai) any such loans and advances made the Indebtedness resulting therefrom is permitted by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement Section 6.01(d) and (Bii) the amount of such loans and advances (A) made by the Loan Parties to Subsidiaries that are not Loan Parties (Parties, together with outstanding the investments permitted under made pursuant to clause (Bc)(iii) above and the Guarantees made pursuant to clause (e)(iv) below, shall be subject to the proviso to Section 6.04(iv) and outstanding Guarantees permitted under limitation set forth in clause (Bc)(iii) to above; (e) Guarantees by the proviso to Section 6.04(vi)) shall not exceed $15,000,000 at Borrower or any time outstanding other Subsidiary of Indebtedness or other obligations of the Borrower or any other Subsidiary (in each case determined without regard case, other than a Permitted Joint Venture) (including any such Guarantees arising as a result of any such Person being a joint and several co-applicant with respect to any write-downs Letter of Credit or write-offsany other letter of credit or letter of guaranty); ; provided that (vii) the Indebtedness or other obligation so guaranteed is permitted by this Agreement, (ii) a Subsidiary that has not Guaranteed the Secured Obligations pursuant to the Guarantee Agreement shall not Guarantee any Indebtedness or other obligations of any Loan Party, (iii) the Borrower shall not Guarantee any Indebtedness or other obligation of any Subsidiary except for any such Guarantees constituting under the Loan Documents or of Indebtedness permitted by Section 6.01, provided that 6.01(d) or as otherwise permitted under Section 6.15 and (and without limiting the foregoingiv) the aggregate principal amount of Indebtedness and other obligations of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party (Party, together with outstanding investments permitted under the Investments made pursuant to clause (Bc)(iii) above and the loans and advances made pursuant to (d)(ii) above, shall be subject to the proviso to Section 6.04(iv) and outstanding intercompany loans permitted under limitation set forth in clause (Bc)(iii) to above; (f) Investments received in connection with the proviso to Section 6.04(v)) shall not exceed $15,000,000 at any time outstanding (bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, Persons, in each case determined without regard to any write-downs or write-offs); (vii) receivables or other trade payables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business consistent business, and upon foreclosure with past practice and payable respect to any secured Investment or dischargeable in accordance other transfer of title with customary trade terms, provided that such trade terms may include such concessionary trade terms as the Borrower or respect to any such Subsidiary deems reasonable under the circumstancessecured Investment; (viiig) Investments consisting made as a result of Equity Intereststhe receipt of non-cash consideration from a sale, obligationstransfer, securities lease or other property received disposition of any asset in settlement of delinquent accounts of and disputes compliance with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgmentsSection 6.05; (ixh) Investments by the Borrower or any other Subsidiary that result solely from the receipt by the Borrower or such Subsidiary from any of its subsidiaries of a dividend or other Restricted Payment in the form of Equity Interests, evidences of Indebtedness or other securities; (i) Investments in the form of Hedging Agreements permitted under Section 6.07; (j) payroll, travel and similar advances to directors, officers and employees of Parent (or any Controlling Company) the Borrower or any Subsidiary to cover matters that are expected at the time of such advances ultimately to be treated as expenses of the Borrower or such Subsidiary for accounting purposes and that are made in the ordinary course of business; (xk) loans or advances by to directors, officers and employees of Parent (or any Controlling Company) the Borrower or any Subsidiary to employees and other individual service providers made in the ordinary course of business business; provided that the aggregate amount of such loans and advances outstanding at any time shall not exceed $2,500,000; (including travell) Investments (i) constituting Permitted Acquisitions, entertainment (ii) in any Subsidiary in an amount required to permit such Person to consummate a Permitted Acquisition and relocation expenses(iii) in any Subsidiary that is not a Loan Party consisting of the Equity Interests of any Person who is not a Loan Party; provided that if (with respect to any acquisition of a Person or any Equity Interests in a Person) the acquired Person shall not become a Loan Party or (with respect to any acquisition of assets) the assets shall be acquired by a Subsidiary that is not a Loan Party, the aggregate amount of cash or property in connection with such acquisition shall not exceed 15% of Consolidated Net Tangible Assets; (m) 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; provided that such trade credit may include such concessionary trade terms as the Borrower or any other Subsidiary not exceeding $2,500,000 in deems reasonable under the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances)circumstances; (xin) Investments in the form of Swap Agreements permitted by Section 6.07constituting Permitted Joint Ventures; (xiio) Investments made by Permitted Joint Ventures; (p) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates consolidates, amalgamates or merges with the Borrower or any of the Subsidiaries other Subsidiary (including in connection with a Permitted Acquisition) in connection with a transaction permitted by this Agreement and so long as such investments Investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiiiq) Investments received in connection with the dispositions of assets permitted by Section 6.05; resulting from pledges or deposits (xivi) Investments constituting deposits described in clauses clause (c) and or (d) of the definition of the term “Permitted Encumbrances”Encumbrance” or (ii) that would otherwise constitute a Lien permitted under Section 6.02; (xvr) other Investments and other acquisitions in Permitted Joint Venturesan aggregate amount (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) not to exceed the Available Amount at such time; provided that, if at the time of any each such Investment pursuant to this Section 6.04(xv)or acquisition is purchased, on a Pro Forma Basismade or otherwise acquired, the Secured Leverage Ratio no Event of the Borrower equals Default shall have occurred and be continuing or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Joint Ventures (together with the aggregate amount of Investments in Permitted Real Estate Joint Ventures permitted under Section 6.04(xvi)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made)would result therefrom; (xvis) Investments in Permitted Real Estate Joint Ventures; provided that, if at the time of any such Investment pursuant to this Section 6.04(xvi), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Real Estate Joint Ventures (together with the aggregate amount of Investments in Permitted Joint Ventures permitted under Section 6.04(xv)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (xvii) payments, loans, advances to, and investments in, Consolidated Practices in the ordinary course of business and consistent consisting of endorsements for collection or deposit or customary trade arrangements with past practice in satisfaction of their obligations under any management services agreementscustomers; (xviiit) Investments loans and advances to the Borrower or any direct or indirect parent thereof in lieu of, and not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof), Restricted Payments permitted to be made to the Borrower or any direct or indirect parent thereof in accordance with Section 6.08; (u) Guarantees by the Borrower or any Subsidiary of leases (including Investments other than capital leases) or of other obligations that do not constitute Indebtedness, in Permitted Joint Ventures) each case entered into in an aggregate amount, as valued at cost at the time each such Investment is ordinary course or business; provided that any payments made and including all related commitments for future advances, not exceeding the Available Amount immediately prior to the time of the making of any such Investment; (xix) Investments by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount not to exceed the sum of (A) $100,000,000 and (B) an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually theretofore received in cash in respect of any such investment, loan or advance Guarantee shall constitute an Investment and must be permitted under this Section 6.04; (which amount shall not exceed v) Investments in connection with the amount of such Investment valued at cost at MLP Formation Transactions and the time such Investment was made)Qualified MLP IPO; and (xxw) Investments, loans and advances by Investments to the Borrower extent the consideration paid therefor consists solely of Equity Interests of the applicable Person or any Subsidiary to any Insurance Subsidiary in an amount equal to (A) the capital required under the applicable laws direct or regulations of the jurisdiction in which such Insurance Subsidiary is formed or determined by independent actuaries as prudent and necessary capital to operate such Insurance Subsidiary plus (B) any reasonable general corporate and overhead expenses of such Insurance Subsidiaryindirect parent thereof.

Investments, Loans, Advances, Guarantees and Acquisitions. Neither Holdings nor the Borrower willThe Company will not, nor and will they not permit any Subsidiary of the Subsidiaries to, purchase purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Equity Interests in or evidences of indebtedness 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, Guarantee any Indebtedness or other obligations of, or make or permit to exist any investment 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 (collectively, “Investments”)unit, except: (i) Permitted Acquisitions; (iia) Permitted Investments; (iiib) Investments investments, loans and guarantees existing on the date hereof and set forth on Schedule 6.04; (ivc) Investments investments by Holdings in the Borrower and by the Borrower Company and the Subsidiaries in Equity Interests in their respective Subsidiariessubsidiaries, provided that (A) any such Equity Interests held by a Loan Party shall be pledged pursuant to the Collateral Agreement (subject to the limitations applicable to common stock of a Foreign Subsidiary referred to in the definition of “Collateral and Guarantee Requirement”) and (B) the aggregate amount of investments (other than investments set forth made on Schedule 6.04) or after the date hereof by Loan Parties in Subsidiaries subsidiaries that are not Loan Parties (together with outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v6.04(d) and outstanding Guarantees permitted to be incurred under clause (B) to the proviso to Section 6.04(vi6.04(e)) shall not exceed $15,000,000 an amount equal to twenty percent (20%) of Consolidated Tangible Net Worth at any time outstanding (in each case determined without regard to any write-downs or write-offs); (vd) loans or advances made by the Borrower Company to any Subsidiary and made by any Subsidiary to the Borrower Company or any other Subsidiary, provided that (A) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement and (B) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties (together with outstanding investments permitted under clause (B) to the proviso to of Section 6.04(iv6.04(c) and outstanding Guarantees permitted under clause (B) to the proviso to Section 6.04(vi6.04(e)) shall not exceed $15,000,000 an aggregate amount equal to twenty percent (20%) of Consolidated Tangible Net Worth at any time outstanding (in each case determined without regard to any write-downs or write-offs); (vie) Guarantees constituting Indebtedness permitted by Section 6.01, provided that (and without limiting the foregoing) the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(iv6.04(c) and outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v6.04(d)) shall not exceed $15,000,000 an amount equal to twenty percent (20%) of Consolidated Tangible Net Worth at any time outstanding (in each case determined without regard to any write-downs or write-offs); (viif) receivables or other trade payables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business consistent with past practice 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 such Subsidiary deems reasonable under the circumstancesSwap Agreements permitted by Section 6.07; (viiig) Investments consisting endorsements of Equity Interests, obligations, securities items for collection or other property received in settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made deposit in the ordinary course of business; (xh) loans investments, loans, or advances by the Borrower or any Subsidiary to employees and other individual service providers made in the ordinary course of business (including travel, entertainment and relocation expenses) of the Borrower or any Subsidiary not exceeding $2,500,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances); (xi) Investments in the form of Swap Agreements permitted by Section 6.07; (xii) Investments guarantees of any Person existing at the time such Person becomes a Subsidiary of the Borrower Company or consolidates or merges with the Borrower Company or any of the Subsidiaries (including in connection with a Permitted Acquisitionpermitted acquisition) so long as such investments investments, loans, or guarantees were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiiii) Investments received Permitted Securitizations; (j) mergers and acquisitions among the Company and the Subsidiaries permitted by Section 6.03(a); (k) investments in, or acquisitions of, any seller debt incurred in connection with the dispositions of assets any sale permitted by Section 6.05; (xivl) Investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (xv) Investments in Permitted Joint Ventures; provided that, if at the time of any such Investment pursuant to this Restricted Payments permitted by Section 6.04(xv), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Joint Ventures (together with the aggregate amount of Investments in Permitted Real Estate Joint Ventures permitted under Section 6.04(xvi)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (xvi) Investments in Permitted Real Estate Joint Ventures; provided that, if at the time of any such Investment pursuant to this Section 6.04(xvi), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Real Estate Joint Ventures (together with the aggregate amount of Investments in Permitted Joint Ventures permitted under Section 6.04(xv)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (xvii) payments, loans, advances to, and investments in, Consolidated Practices in the ordinary course of business and consistent with past practice in satisfaction of their obligations under any management services agreements; (xviii) Investments by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount, as valued at cost at the time each such Investment is made and including all related commitments for future advances, not exceeding the Available Amount immediately prior to the time of the making of any such Investment; (xix) Investments by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount not to exceed the sum of (A) $100,000,000 and (B) an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually theretofore received in cash in respect of any such investment, loan or advance (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made)6.08; and (xxm) Investmentsin addition to the investments otherwise permitted by this Section 6.04, the Company and the Subsidiaries may acquire (including pursuant to a merger permitted by Section 6.03(a)(v)) Equity Interests in or other securities of, acquire assets constituting a business unit of, make loans and or advances to, Guarantee any obligations of, or make any other investment in (including pursuant to a merger permitted by the Borrower or Section 6.03(a)(v)), any other Person (including any Subsidiary that is not a Loan Party) if (i) no Default exists or would result from the making of such acquisition, loan, advance, Guarantee or investment and (ii) after giving pro forma effect to such acquisition, loan, advance, Guarantee or investment, the Company shall be in compliance with the financial covenants set out in Article VII as calculated for the four fiscal quarter period most recently ended as if such acquisition, loan, advance, Guarantee or investment (and any Insurance Subsidiary Indebtedness incurred in an amount equal to (Aconnection therewith) the capital required under the applicable laws or regulations had occurred as of the jurisdiction in which such Insurance Subsidiary is formed or determined by independent actuaries as prudent and necessary capital to operate such Insurance Subsidiary plus (B) any reasonable general corporate and overhead expenses first day of such Insurance Subsidiaryperiod.

Investments, Loans, Advances, Guarantees and Acquisitions. Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any Subsidiary to, purchase 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 in or evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) Equity Interest of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment 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 (collectivelywhether through purchase of assets, “Investments”merger or otherwise), except: (i) Permitted Acquisitions; (iia) Permitted Investments; (iiib) Investments set forth investments in existence on the date hereof and described in Schedule 6.04; (ivc) Investments by Holdings in the Borrower and investments by the Borrower and the Subsidiaries in Equity Interests in their respective SubsidiariesSubsidiaries that are Loan Parties, provided that (A) any such Equity Interests held by a Loan Party shall be pledged pursuant to the Collateral Security Agreement (subject to the limitations applicable to common stock of a Foreign Subsidiary referred to in the definition of “Collateral and Guarantee Requirement”) and (B) the aggregate amount of investments (other than investments set forth on Schedule 6.04) by Loan Parties in Subsidiaries that are not Loan Parties (together with outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v) and outstanding Guarantees permitted to be incurred under clause (B) to the proviso to Section 6.04(vi)) shall not exceed $15,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs5.12); (vd) loans subject to Sections 4.2(a) and 4.4 of the Security Agreement, notes payable, or advances made by the Borrower to any Subsidiary and made stock or other securities issued by any Subsidiary Person obligated on an account receivable owing to the Borrower or any other Subsidiary, provided that (A) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement and (B) the amount negotiated agreements with respect to settlement of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(iv) and outstanding Guarantees permitted under clause (B) to the proviso to Section 6.04(vi)) shall not exceed $15,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (vi) Guarantees constituting Indebtedness permitted by Section 6.01, provided that (and without limiting the foregoing) the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(iv) and outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v)) shall not exceed $15,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (vii) receivables or other trade payables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business consistent with past practice 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 such Subsidiary deems reasonable under the circumstances; (viii) Investments consisting of Equity Interests, obligations, securities or other property received in settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made account receivable in the ordinary course of business, consistent with past practices; (xe) loans or advances by the Borrower or any Subsidiary to employees and other individual service providers made in the ordinary course of business (including travel, entertainment and relocation expenses) of the Borrower or any Subsidiary not exceeding $2,500,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances); (xi) Investments in the form of Swap Agreements permitted by Section 6.07; (xii) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiii) Investments received in connection with the dispositions of assets permitted by Section 6.05; (xivf) Investments investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (xvg) Investments investments in Permitted Joint Ventures; provided thatA123 Systems (China) Materials Co., if at the time of any such Investment pursuant to this Section 6.04(xv), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Joint Ventures (together with the aggregate amount of Investments in Permitted Real Estate Joint Ventures permitted under Section 6.04(xvi)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (xvi) Investments in Permitted Real Estate Joint Ventures; provided that, if at the time of any such Investment pursuant to this Section 6.04(xvi), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Real Estate Joint Ventures (together with the aggregate amount of Investments in Permitted Joint Ventures permitted under Section 6.04(xv)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (xvii) payments, loans, advances to, and investments in, Consolidated Practices Ltd. made in the ordinary course of business and consistent with past practice in satisfaction of their obligations under any management services agreements; (xviii) Investments through intercompany Indebtedness permitted by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount, as valued at cost at the time each such Investment is made and including all related commitments for future advances, not exceeding the Available Amount immediately prior to the time of the making of any such Investment; (xix) Investments by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount not to exceed the sum of (A) $100,000,000 and (B) an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually theretofore received in cash in respect of any such investment, loan or advance (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was madeSection 6.01(i); and (xxh) Investments, loans and advances by the Borrower or any Subsidiary Capital Expenditures permitted pursuant to any Insurance Subsidiary in an amount equal to (A) the capital required under the applicable laws or regulations of the jurisdiction in which such Insurance Subsidiary is formed or determined by independent actuaries as prudent and necessary capital to operate such Insurance Subsidiary plus (B) any reasonable general corporate and overhead expenses of such Insurance SubsidiarySection 6.11.

Investments, Loans, Advances, Guarantees and Acquisitions. Neither Holdings nor the Borrower willPurchase, nor will they permit any Subsidiary to, purchase hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Wholly Owned Subsidiary prior to such merger) any Equity Interests in or Interest, evidences of indebtedness 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, Guarantee any obligations of, make or permit any capital contribution to, or make or permit to exist any investment 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 or all or a substantial part of the business of, such Person (collectively, the foregoing is collectively referred to as “Investments”), exceptexcept that the following shall be permitted: (ia) Permitted AcquisitionsInvestments existing on the Effective Date; (ii) Permitted Investments; (iiib) Investments set forth on Schedule 6.04; (iv) Investments by Holdings in the Borrower and by the Borrower and the Subsidiaries in Equity Interests in their respective Subsidiaries, provided that (A) any such Equity Interests held by a Loan Party shall be pledged pursuant to the Collateral Agreement (subject to the limitations applicable to common stock of a Foreign Subsidiary referred to in the definition of “Collateral and Guarantee Requirement”) and (B) the aggregate amount of investments (other than investments set forth on Schedule 6.04) by Loan Parties in Subsidiaries that are not Loan Parties (together with outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v) and outstanding Guarantees permitted to be incurred under clause (B) to the proviso to Section 6.04(vi)) shall not exceed $15,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (v) loans or advances made by the Borrower to any Subsidiary and made by any Subsidiary to the Borrower or any other Subsidiary, provided that (A) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement and (B) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(iv) and outstanding Guarantees permitted under clause (B) to the proviso to Section 6.04(vi)) shall not exceed $15,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (vi) Guarantees constituting Indebtedness permitted by Section 6.01, provided that (and without limiting the foregoing) the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(iv) and outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v)) shall not exceed $15,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (vii) receivables or other trade payables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business consistent with past practice and payable or dischargeable in accordance with customary trade terms, Eligible Investments; provided that such trade terms may include such concessionary trade terms as Investments shall be made solely for investment purposes for the Borrower or any such Subsidiary deems reasonable under the circumstances; (viii) Investments consisting investment portfolio of Equity Interests, obligations, securities or other property received in settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, travel accordance with the Investment Policy of the Borrower and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business; (xi) loans or advances Investments by the Borrower in any Wholly Owned Domestic Subsidiary (other than Investments made by the Borrower for the purposes set forth in Section 6.04(k)), and (ii) Investments by any Subsidiary in any Wholly Owned Subsidiary; (d) Guarantees constituting Indebtedness permitted by Section 6.01; (e) Guarantees by the Borrower of Capital Lease Obligations of any Subsidiary permitted by Section 6.01; (f) mergers and acquisitions permitted by Section 6.03; (g) Swap Obligations permitted by Section 6.06; (h) Permitted Acquisitions by the Borrower or any Subsidiary to employees and other individual service providers made in the ordinary course of business (including travel, entertainment and relocation expenses) of the Borrower or any Subsidiary not exceeding $2,500,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances)Wholly Owned Subsidiary; (xii) Investments in the form of Swap Repurchase Agreements permitted by Section 6.07and Repurchase Transactions; (xiij) Strategic Investments; provided, however, that the aggregate amount of all such Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiii) Investments received in connection with the dispositions of assets permitted by Section 6.05; (xiv) Investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (xv) Investments in Permitted Joint Ventures; provided that, if at the time of any such Investment pursuant to this Section 6.04(xv), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Joint Ventures (together with the aggregate amount of Investments in Permitted Real Estate Joint Ventures permitted under Section 6.04(xvi)6.04(j) shall not exceed $250,000,000 outstanding at 25,000,000 during the term of this Agreement; and provided further that no single Strategic Investment (or series of related Strategic Investments) in any time plus single Person or its related or affiliated Persons shall be in an aggregate amount equal in excess of $10,000,000; and (k) loans and advances made by the Borrower or any Wholly Owned Subsidiary after the Effective Date to any returns (including dividendsagents, interestbrokers, distributionsproducers, returns of principal insurance intermediaries, sub‑producers, sales representatives and profits on sale) actually received in cash similar Persons with whom the Borrower or such Wholly Owned Subsidiary has business dealings in respect of any such Investments (the line of business in which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (xvi) Investments in Permitted Real Estate Joint Ventures; provided that, if at the time of any such Investment pursuant to this Section 6.04(xvi), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00and such Wholly Owned Subsidiary is engaged, the aggregate amount of Investments in Permitted Real Estate Joint Ventures (together with the aggregate amount of Investments in Permitted Joint Ventures permitted under Section 6.04(xv)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (xvii) payments, loans, advances to, and investments in, Consolidated Practices in the ordinary course of business and consistent with past practice in satisfaction of their obligations under any management services agreements; (xviii) Investments by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount, as valued at cost at the time each such Investment is made and including all related commitments for future advances, not exceeding the Available Amount immediately prior to the time of the making of any such Investment; (xix) Investments by Borrower; provided that, in no event shall the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount not to exceed the sum of (A) $100,000,000 and (B) an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually theretofore received in cash in respect of any such investment, loan or advance (which amount shall not exceed the amount of all such Investment valued at cost at the time such Investment was made); and (xx) Investments, loans and advances by the Borrower or exceed $2,500,000 at any Subsidiary to any Insurance Subsidiary in an amount equal to (A) the capital required under the applicable laws or regulations of the jurisdiction in which such Insurance Subsidiary is formed or determined by independent actuaries as prudent and necessary capital to operate such Insurance Subsidiary plus (B) any reasonable general corporate and overhead expenses of such Insurance Subsidiarytime outstanding.

Investments, Loans, Advances, Guarantees and Acquisitions. Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any Subsidiary to, purchase 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 evidence of Indebtedness or Equity Interests in or evidences of indebtedness or other securities (including any - 101- 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 permit to exist any investment or any other interest Equity 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 (collectivelywhether through purchase of assets, merger or otherwise) (each of the foregoing, an “InvestmentsInvestment”), ) except: (ia) Permitted AcquisitionsInvestments, subject to control agreements in favor of the Administrative Agent for the benefit of the Secured Parties to the extent required by the Security Agreement or otherwise subject to a perfected security interest in favor of the Administrative Agent for the benefit of the Secured Parties; (ii) Permitted Investments; (iiib) Investments set forth in existence on the date hereof and described in Schedule 6.04; (ivc) Investments by Holdings in the Borrower and investments by the Borrower Borrowers and the Subsidiaries in Equity Interests in their respective Subsidiaries, provided that (A) any such Equity Interests held by a Loan Party shall be pledged pursuant to the Collateral Security Agreement (subject to the limitations applicable to common stock Equity Interests of a Foreign Subsidiary referred to in the definition of “Collateral and Guarantee Requirement”) and Section 5.14), (B) the aggregate amount of investments by (i) Borrowers in Loan Parties (other than investments set forth on Schedule 6.04Borrowers), and (ii) by Loan Parties in Subsidiaries that are not Loan Parties (together together, in each case, with outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v6.04(d) and outstanding Guarantees permitted to be incurred under clause (B) to the proviso to Section 6.04(vi6.04(e)) shall not exceed $15,000,000 5,000,000 in the aggregate at any time outstanding (in each case determined without regard to any write-downs or write-offs), and (C) no such investments may be made while an Event of Default is continuing or would result therefrom; (vd) loans or advances made by the any Borrower to any Subsidiary and made by any Subsidiary to the any other Borrower or any other Subsidiary, provided that (A) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement and Security Agreement, (B) the amount of such loans and advances made by by: (i) Borrowers to other Loan Parties (other than Borrowers), and (ii) Loan Parties to Subsidiaries that are not Loan Parties (together together, in each case, with outstanding investments permitted under clause (B) to the proviso to Section 6.04(iv6.04(c) and outstanding Guarantees permitted under the proviso to Section 6.04(e)) shall not exceed $5,000,000 in the aggregate at any time outstanding (in each case determined without regard to any write-downs or write-offs), and (C) no such loans or advances may be made while an Event of Default is continuing or would result therefrom; (e) Guarantees constituting Indebtedness permitted by Section 6.01, provided that the aggregate principal amount of Indebtedness of: (i) Loan Parties (other than Borrowers) that is Guaranteed by any Borrower, and (ii) Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party (together, in each case, with outstanding investments permitted under clause (B) to the proviso to Section 6.04(vi6.04(c) and outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(d)) shall not exceed $15,000,000 5,000,000 in the aggregate at any time outstanding (in each case determined without regard to any write-downs or write-offs); (vif) Guarantees constituting Indebtedness permitted by Section 6.01loans or advances made to employees, provided that (and without limiting the foregoing) the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(iv) and outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v)) shall not exceed $15,000,000 at any time outstanding (in each case determined without regard to any writeofficers or directors on an arms-downs or write-offs); (vii) receivables or other trade payables owing to the Borrower or any Subsidiary if created or acquired length basis in the ordinary course of business consistent with past practice for (i) reasonable travel and payable entertainment expenses, relocation costs and similar purposes and (ii) for any other purpose up to a maximum of $250,000 - 102- to any employee, officer or dischargeable director and up to a maximum of $2,000,000 in accordance with customary trade terms, provided that such trade terms may include such concessionary trade terms as the Borrower or aggregate at any such Subsidiary deems reasonable under the circumstancesone time outstanding; (viiig) Investments consisting of Equity Interests, obligations, securities extensions of credit in the nature of accounts receivable or other property received in settlement notes receivable arising from the grant of delinquent accounts of and disputes with customers and suppliers trade credit in the ordinary course of business business, and owing accounts receivable, notes payable, or stock or other securities issued by Account Debtors pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts obligations in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled Account Debtors to the Borrower extent reasonably necessary in order to prevent or any Subsidiary limit loss or received in satisfaction connection with the bankruptcy or reorganization of judgments; (ix) Investments by the Borrower customers or any Subsidiary suppliers, or settlement of disputes with suppliers, in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made each case in the ordinary course of business; (x) loans or advances by the Borrower or any Subsidiary to employees and other individual service providers made in the ordinary course of business (including travel, entertainment and relocation expenses) of the Borrower or any Subsidiary not exceeding $2,500,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances); (xih) Investments in the form of Swap Agreements permitted by Section 6.07; (xiii) Investments of any Person existing at the time such Person becomes a Subsidiary of the a Borrower or consolidates or merges with the a Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisitionpermitted acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiiij) Investments received in connection with the dispositions disposition of assets permitted by Section 6.05; (xivk) Investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (xvl) Investments in Permitted Joint Ventures; provided thatAcquisitions; (m) any other investments (other than any Acquisition) so long as: (i) both before and after giving effect to such investment, if at no Event of Default exists, will exist, or would result therefrom, and (ii) after giving effect to the time consummation of any such Investment pursuant to this Section 6.04(xv)investment, on a Pro Forma Basispro forma basis, either: (A) at all times for the Secured Leverage Ratio 45 day period prior to the consummation of the Borrower equals such investment and after giving effect to such investment, Excess Availability is greater than or exceeds 2.50 equal to 1.00, the aggregate amount of Investments in Permitted Joint Ventures (together with the aggregate amount of Investments in Permitted Real Estate Joint Ventures permitted under Section 6.04(xvi)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns 25% of the aggregate Revolving Commitments, or (including dividends, interest, distributions, returns of principal and profits on saleB) actually received in cash in respect of any such Investments (which amount shall not exceed I) at all times for the amount 45 day period prior to the consummation of such Investment valued at cost at the time investment and after giving effect to such Investment was made); (xvi) Investments in Permitted Real Estate Joint Ventures; provided thatinvestment, if at the time of any such Investment pursuant Excess Availability is greater than or equal to this Section 6.04(xvi), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Real Estate Joint Ventures (together with the aggregate amount of Investments in Permitted Joint Ventures permitted under Section 6.04(xv)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns 20% of the aggregate Revolving Commitments, and (including dividendsII) the Fixed Charge Coverage Ratio, interestcalculated on a trailing four fiscal quarter basis, distributionsis greater than or equal to 1.0 to 1.0, returns of principal and profits on sale) actually received in cash in respect of any such Investments (recomputed for the most recent fiscal quarter for which amount shall not exceed financial statements have been delivered to Administrative Agent under the amount of such Investment valued at cost at the time such Investment was made)Loan Documents; (xviin) paymentsdeposits, loansprepayments, advances toand other credits to suppliers, vendors, customers, lessors and investments inlandlords or in connection with marketing promotions, Consolidated Practices such as sweepstakes, in each instance, made in the ordinary course of business; (o) advances of payroll payments to employees in the ordinary course of business; (p) Investments in the ordinary course of business and consistent with past practice in satisfaction consisting of their obligations under any management services agreementsUCC Article 3 endorsements for collection or deposit; (xviiiq) Investments by the Borrower purchase of investment property from time to time in the Special Investment Account; provided, however, that notwithstanding anything contained in the Loan Documents to the contrary, no (i) proceeds of any Loans or (ii) any Subsidiary other additional funds or other property shall be added to the Special Investment Account after the Effective Date unless, solely with respect to clause (including Investments in Permitted Joint Venturesii): (A) in an aggregate amountboth before and after giving effect to such addition, as valued no Default exists, will exist, or would result therefrom, and (B) after giving effect to such addition, on a pro forma basis, either: (I) at cost at all times for the time each such Investment is made and including all related commitments for future advances, not exceeding the Available Amount immediately 45 day period prior to the time consummation of such addition and after giving effect to such addition, Excess Availability is greater than or equal to an amount equal to 25% of the making aggregate Revolving Commitments, or (II) (X) at all times for the 45 day period prior to the consummation of any such Investmentaddition and after giving effect to such addition, Excess Availability is greater than or equal to an amount equal to 20% of the aggregate Revolving Commitments, and (Y) the Fixed Charge Coverage Ratio, calculated on a trailing four fiscal quarter basis, is greater than or equal to 1.0 to 1.0, recomputed for the most recent fiscal quarter for which financial statements have been delivered to Administrative Agent under the Loan Documents; (xixr) Investments solely in connection with the Specified Acquisition and solely to the extent contemplated by Sections 2.01 and 2.02 of the Borrower or Transition Services Agreement (but only for so long as the Transition Services Agreement is in force and effect), advances made by Buyer to Seller and/or any Subsidiary (including Investments in Permitted Joint Ventures) of its affiliates in an aggregate amount not to exceed the sum of (A) $100,000,000 and (B) an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually theretofore received in cash in respect of any such investment, loan or advance (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made)5,000,000 per fiscal month; and (xx) Investments, loans and advances by the Borrower or any Subsidiary to any Insurance Subsidiary in an amount equal to (As) the capital required under the applicable laws or regulations of the jurisdiction in which such Insurance Subsidiary is formed or determined by independent actuaries as prudent and necessary capital to operate such Insurance Subsidiary plus (B) any reasonable general corporate and overhead expenses of such Insurance SubsidiaryBFA Lease Guaranty.

Investments, Loans, Advances, Guarantees and Acquisitions. Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any Subsidiary to, purchase 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) ), or commitment to purchase, hold or acquire any evidences of Indebtedness or Equity 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 (or commit to make) any loans or advances to, Guarantee any obligations of, or make or permit to exist (or commit to make) any investment 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 (collectivelywhether through purchase of assets, “Investments”merger or otherwise), except: (i) Permitted Acquisitions; (iia) Permitted Investments; (iiib) Investments set forth investments in existence on the date hereof and described in Schedule 6.04; (ivc) Investments by Holdings in the Borrower and investments by the Borrower and the Subsidiaries in Equity Interests in their respective Domestic Subsidiaries, provided that (A) any such Equity Interests held by a Loan Party shall be pledged pursuant to the Collateral Agreement (subject to the limitations applicable to common stock of a Foreign Subsidiary referred to in the definition of “Collateral and Guarantee Requirement”) and (B) the aggregate amount of investments (other than investments set forth on Schedule 6.04) by Loan Parties in Subsidiaries that are not Loan Parties (together with outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v) and outstanding Guarantees permitted to be incurred under clause (B) to the proviso to Section 6.04(vi)) shall not exceed $15,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs)Security Agreement; (vd) loans or advances made by the Borrower any Loan Party to any Subsidiary and made by any Domestic Subsidiary to the Borrower a Loan Party or any other Domestic Subsidiary, provided that (A) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Security Agreement and (B) the amount of no such loans and advances may be made by Loan Parties to Subsidiaries that are not Loan Parties (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(iv) and outstanding Guarantees permitted under clause (B) to the proviso to Section 6.04(vi)) shall not exceed $15,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs)Parties; (vie) Guarantees constituting Indebtedness permitted by Section 6.01, provided that (and without limiting the foregoing) the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(iv) and outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v)) shall not exceed $15,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (viif) receivables loans or other trade payables owing advances made by a Loan Party to the Borrower or any Subsidiary if created or acquired its employees on an arms-length basis in the ordinary course of business consistent with past practice practices for travel and payable or dischargeable entertainment expenses, relocation costs and similar purposes up to a maximum of $100,000 in accordance with customary trade terms, provided that such trade terms may include such concessionary trade terms as the Borrower or aggregate at any such Subsidiary deems reasonable under the circumstancesone time outstanding; (viiig) Investments consisting of Equity Interestsnotes payable, obligations, securities or stock or other property received in securities issued by Account Debtors to a Loan Party pursuant to negotiated agreements with respect to settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made Account Debtor’s Accounts in the ordinary course of business, consistent with past practices; (xh) loans or advances by the Borrower or any Subsidiary to employees and other individual service providers made in the ordinary course of business (including travel, entertainment and relocation expenses) of the Borrower or any Subsidiary not exceeding $2,500,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances); (xi) Investments investments in the form of Swap Agreements permitted by Section 6.07; (xiii) Investments investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisitionpermitted acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiiij) Investments investments received in connection with the dispositions disposition of assets permitted by Section 6.05; (xivk) Investments investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (xv) Investments in Permitted Joint Ventures; provided that, if at the time of any such Investment pursuant to this Section 6.04(xv), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Joint Ventures (together with the aggregate amount of Investments in Permitted Real Estate Joint Ventures permitted under Section 6.04(xvi)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (xvi) Investments in Permitted Real Estate Joint Ventures; provided that, if at the time of any such Investment pursuant to this Section 6.04(xvi), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Real Estate Joint Ventures (together with the aggregate amount of Investments in Permitted Joint Ventures permitted under Section 6.04(xv)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (xvii) payments, loans, advances to, and investments in, Consolidated Practices in the ordinary course of business and consistent with past practice in satisfaction of their obligations under any management services agreements; (xviii) Investments by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount, as valued at cost at the time each such Investment is made and including all related commitments for future advances, not exceeding the Available Amount immediately prior to the time of the making of any such Investment; (xix) Investments by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount not to exceed the sum of (A) $100,000,000 and (B) an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually theretofore received in cash in respect of any such investment, loan or advance (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); and (xx) Investments, loans and advances by the Borrower or any Subsidiary to any Insurance Subsidiary in an amount equal to (A) the capital required under the applicable laws or regulations of the jurisdiction in which such Insurance Subsidiary is formed or determined by independent actuaries as prudent and necessary capital to operate such Insurance Subsidiary plus (Bl) any reasonable general corporate and overhead expenses of such Insurance Subsidiaryother Investments not to exceed $500,000 in the aggregate.

Investments, Loans, Advances, Guarantees and Acquisitions. Neither Holdings nor the Borrower will, nor will they permit any Subsidiary to, purchase or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) 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, make any loans or advances to, Guarantee any obligations of, or make any investment 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 (collectively, “Investments”), except: (i) Permitted Acquisitions, provided that the sum of all consideration payable in connection with such Permitted Acquisitions shall not exceed $50,000,000 in the aggregate for the term of the Agreement; (ii) Permitted Investments; (iii) Investments set forth on Schedule 6.04; (iv) Investments by Holdings in the Borrower and by the Borrower and the Subsidiaries in Equity Interests in their respective Subsidiaries, provided that (A) any such Equity Interests held by a Loan Party shall be pledged pursuant to the Collateral Agreement (subject to the limitations applicable to common stock of a Foreign Subsidiary referred to in the definition of “Collateral and Guarantee Requirement”) and (B) the aggregate amount of investments (other than investments set forth on Schedule 6.04) by Loan Parties in Subsidiaries that are not Loan Parties (together with outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v) and outstanding Guarantees permitted to be incurred under clause (B) to the proviso to Section 6.04(vi)) shall not exceed $15,000,000 10,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (v) loans or advances made by the Borrower to any Subsidiary and made by any Subsidiary to the Borrower or any other Subsidiary, provided that (A) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement and (B) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(iv) and outstanding Guarantees permitted under clause (B) to the proviso to Section 6.04(vi)) shall not exceed $15,000,000 10,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (vi) Guarantees constituting Indebtedness permitted by Section 6.01, provided that (and without limiting the foregoing) the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(iv) and outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v)) shall not exceed $15,000,000 10,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (vii) receivables or other trade payables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business consistent with past practice 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 such Subsidiary deems reasonable under the circumstances; (viii) Investments consisting of Equity Interests, obligations, securities or other property received in settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business; (x) loans or advances by the Borrower or any Subsidiary to employees and other individual service providers made in the ordinary course of business (including travel, entertainment and relocation expenses) of the Borrower or any Subsidiary not exceeding $2,500,000 2,000,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances); (xi) Investments in the form of Swap Agreements permitted by Section 6.07; (xii) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiii) Investments received in connection with the dispositions of assets permitted by Section 6.05; (xiv) Investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (xv) Investments in Permitted Joint Ventures; provided that, if Ventures in an amount determined at the time of any such Investment pursuant cost not to this Section 6.04(xv), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Joint Ventures (together with the aggregate amount of Investments in Permitted Real Estate Joint Ventures permitted under Section 6.04(xvi)) shall not exceed $250,000,000 15,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (xvi) Investments in Permitted Real Estate Joint Ventures; provided that, if at the time of any such Investment pursuant to this Section 6.04(xvi), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Real Estate Joint Ventures (together with the aggregate amount of Investments in Permitted Joint Ventures permitted under Section 6.04(xv)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (xvii) payments, loans, advances to, and investments in, Consolidated Practices in the ordinary course of business and consistent with past practice in satisfaction of their obligations under any management services agreements; (xviii) Investments by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount, as valued at cost at the time each such Investment is made and including all related commitments for future advances, not exceeding the Available Amount immediately prior to the time of the making of any such Investment;; provided that Investments in Permitted Joint Ventures made pursuant to this subsection (xvi) shall be limited to the amount of Net Proceeds actually received by the Borrower from the issuance by Holdings of any Equity Interests (or capital contribution in respect thereof) after the Closing Date that was not required to be applied to prepay Loans pursuant to Section 2.11 (c)(x), plus the amount of Net Proceeds actually received by the Borrower from the issuance after the Closing Date of Qualified Holdings Debt; and (xixxvii) Investments by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount not to exceed the sum of (A) $100,000,000 40,000,000 (of which $20,000,000 shall be available for royalty lump-sum payments and similar transactions) and (B) an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually theretofore received in cash in respect of any such investment, loan or advance (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); and (xx) Investments, loans and advances by the Borrower or any Subsidiary to any Insurance Subsidiary in an amount equal to (A) the capital required under the applicable laws or regulations of the jurisdiction in which such Insurance Subsidiary is formed or determined by independent actuaries as prudent and necessary capital to operate such Insurance Subsidiary plus (B) any reasonable general corporate and overhead expenses of such Insurance Subsidiary.

Investments, Loans, Advances, Guarantees and Acquisitions. Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any Subsidiary to, purchase 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 evidences of Indebtedness or Equity 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, Guarantee any obligations of, or make or permit to exist any investment 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 unit, division, product line (collectivelyincluding rights in respect of any drug or other pharmaceutical product) or line of business of such Person (whether through purchase of assets, merger or otherwise), or acquire an exclusive long term license of rights to a drug or other product line of any Person (each an “InvestmentsInvestment”), except: (i) Permitted Acquisitions; (iia) Permitted Investments; (iiib) Investments set forth in existence on the date hereof and described in Schedule 6.04; (ivc) Investments by Holdings in the Borrower and by the Borrower and the its Subsidiaries in Equity Interests in their respective Subsidiaries, ; provided that (A) any such Equity Interests held by a Loan Party shall be pledged pursuant to the Collateral Security Agreement (subject to the limitations applicable to common stock Equity Interests of a Foreign Subsidiary referred to in the definition of “Collateral and Guarantee Requirement”) Section 5.14), and (B) the aggregate amount of investments (other than investments set forth on Schedule 6.04) Investments by Loan Parties in Equity Interests of Subsidiaries that are not Loan Parties (together with outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v6.04(d) and outstanding Guarantees permitted to be incurred under clause (B) to the proviso to Section 6.04(vi6.04(e)) shall not exceed $15,000,000 1,100,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (vd) loans or advances made by the Borrower any Loan Party to any Subsidiary and made by any Subsidiary to the Borrower a Loan Party or any other Subsidiary, ; provided that (A) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Security Agreement and (B) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties (together with outstanding investments Investments permitted under clause (B) to the proviso to Section 6.04(iv6.04(c) and outstanding Guarantees permitted under clause (B) to the proviso to Section 6.04(vi6.04(e)) shall not exceed $15,000,000 1,100,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (vie) Guarantees constituting Indebtedness permitted by Section 6.01, ; provided that (and without limiting the foregoing) the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party (together with outstanding investments Investments permitted under clause (B) to the proviso to Section 6.04(iv6.04(c) and outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v6.04(d)) shall not exceed $15,000,000 1,100,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (viif) receivables loans or other trade payables owing advances made by a Loan Party to the Borrower or any Subsidiary if created or acquired its employees on an arms-length basis in the ordinary course of business consistent with past practice practices for travel and payable or dischargeable entertainment expenses, relocation costs and similar purposes up to a maximum of $275,000 to any employee and up to a maximum principal amount of $1,100,000 in accordance with customary trade terms, provided that such trade terms may include such concessionary trade terms as the Borrower or aggregate at any such Subsidiary deems reasonable under the circumstancesone time outstanding; (viiig) Investments consisting of Equity Interestsnotes payable, obligations, securities or stock or other property received in securities issued by Account Debtors to a Loan Party pursuant to negotiated agreements with respect to settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made Account Debtor’s Accounts in the ordinary course of business, consistent with past practices; (x) loans or advances by the Borrower or any Subsidiary to employees and other individual service providers made in the ordinary course of business (including travel, entertainment and relocation expenses) of the Borrower or any Subsidiary not exceeding $2,500,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances); (xih) Investments in the form of Swap Agreements permitted by Section 6.07; (xiii) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments Investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiiij) Investments received in connection with the dispositions disposition of assets permitted by Section 6.05;; and (xivk) Investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”” or made to a landlord in the ordinary course of business to secure or support obligations of a Loan Party under a lease of real property; (xvl) Investments consisting of notes receivable of, or prepaid royalties and other credit extensions to, customers and suppliers in Permitted Joint Ventures; provided thatthe ordinary course of business; (m) other Investments, if at loans and advances not to exceed $1,100,000 in the time aggregate; (n) non-cash Investments consisting of any such Investment pursuant loans to this Section 6.04(xv)officers, on a Pro Forma Basisdirectors and employees, the Secured Leverage Ratio all of the Borrower equals or exceeds 2.50 proceeds of which are used by such Persons to 1.00purchase simultaneously equity interests issued by the Borrower, to the extent otherwise permitted under this Agreement and not exceeding $1,100,000 in the aggregate amount of Investments in Permitted Joint Ventures (together with the aggregate amount of Investments in Permitted Real Estate Joint Ventures permitted under Section 6.04(xvi)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made)outstanding; (xvio) Investments (i) taken in Permitted Real Estate Joint Ventures; provided that, if at connection with the time settlement of any such Investment pursuant to this Section 6.04(xvi), on a Pro Forma Basis, accounts or the Secured Leverage Ratio bankruptcy or restructuring of Account Debtors of the Borrower equals Loan Parties or exceeds 2.50 their Subsidiaries and (ii) deposits, prepayments and other credits to 1.00suppliers, in each case with respect to the aggregate amount of Investments in Permitted Real Estate Joint Ventures foregoing clauses (together with the aggregate amount of Investments in Permitted Joint Ventures permitted under Section 6.04(xv)i) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns and (including dividends, interest, distributions, returns of principal and profits on saleii) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (xvii) payments, loans, advances to, and investments in, Consolidated Practices made in the ordinary course of business and consistent with past practice in satisfaction of their obligations under any management services agreementspractice; (xviiip) Investments by Permitted Acquisitions; and (q) other Investments, loans or advances not to exceed $10,000,000 in the Borrower or any Subsidiary aggregate; provided that, (including Investments in Permitted Joint Venturesi) in an aggregate amount, as valued at cost at the time each such Investment is made both before and including all related commitments for future advances, not exceeding the Available Amount immediately prior after giving pro forma effect to the time of the making of any such Investment; (xix) Investments by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount not to exceed the sum of (A) $100,000,000 and (B) an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually theretofore received in cash in respect of any such investment, loan or advance pursuant to this clause (which amount q), no Default or Event of Default shall not exceed the amount of such Investment valued at cost at the time such Investment was made); and have occurred and be continuing and (xx) Investments, loans and advances by the Borrower or any Subsidiary to any Insurance Subsidiary in an amount equal to (A) the capital required under the applicable laws or regulations of the jurisdiction in which such Insurance Subsidiary is formed or determined by independent actuaries as prudent and necessary capital to operate such Insurance Subsidiary plus (Bii) any reasonable general corporate and overhead expenses of such Insurance SubsidiaryAcquisition made pursuant to this clause (q) must constitute a Permitted Acquisition.

Investments, Loans, Advances, Guarantees and Acquisitions. Neither Each of Intermediate Holdings nor and the Borrower willwill not, nor and will they not permit any Subsidiary of its subsidiaries to, purchase purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly wholly-owned Subsidiary of the Borrower prior to such merger) any Equity Interests in or evidences of indebtedness 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, Guarantee any obligations of, or make or permit to exist any investment 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 (collectivelyany of the foregoing, an “InvestmentsInvestment”), except: (i) Permitted Acquisitions; (iia) Permitted Investments; (iiib) Investments investments existing on the date hereof and set forth on Schedule 6.04; (ivc) Investments investments by Holdings in the Borrower and by Intermediate Holdings, the Borrower and the Subsidiaries in Equity Interests in their respective Subsidiaries, provided that (A) any such Equity Interests held by a Loan Party shall be pledged pursuant to the Collateral Agreement (subject to the limitations applicable to common stock of a Foreign Subsidiary referred to in the definition of “Collateral and Guarantee Requirement”) and (B) the aggregate amount of investments each other (other than investments set forth on Schedule 6.04) by Loan Parties in Subsidiaries that are not Loan Parties (together with outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v) and outstanding Guarantees permitted to be incurred under clause (B) to the proviso to Section 6.04(vi)) shall not exceed $15,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offsSPE Subsidiary); (vd) loans or advances (x) made by Intermediate Holdings to the Borrower or any Subsidiary (other than any SPE Subsidiary), (y) made by the Borrower to any Subsidiary (other than any SPE Subsidiary) and (z) made by any Subsidiary to Intermediate Holdings, the Borrower or any other Subsidiary (other than any SPE Subsidiary, provided that (A) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement and (B) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(iv) and outstanding Guarantees permitted under clause (B) to the proviso to Section 6.04(vi)) shall not exceed $15,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (vie) Guarantees constituting Indebtedness permitted by Section 6.01 and Guarantees of Permitted Obligations permitted by Section 6.01; (f) investments received in connection with the bankruptcy or reorganization of, provided that (or settlement of delinquent accounts and without limiting the foregoing) the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(iv) disputes with, customers and outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v)) shall not exceed $15,000,000 at any time outstanding (suppliers, in each case determined without regard to any write-downs or write-offs); (vii) receivables or other trade payables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business consistent with past practice 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 such Subsidiary deems reasonable under the circumstancesbusiness; (viiig) Investments consisting any investments in or loans to any other Person received as non-cash consideration for sales, transfers, leases and other dispositions permitted by Section 6.05; (h) Guarantees by Intermediate Holdings, the Borrower and the Subsidiaries of Equity Interests, obligations, securities leases other than Capital Lease Obligations entered into by any Subsidiary as lessee; (i) extensions of credit in the nature of accounts receivable or other property received in settlement of delinquent accounts of and disputes with customers and suppliers notes receivable in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgmentsbusiness; (ixj) Investments by the Borrower or any Subsidiary investments in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business; (xk) loans investments in or advances by the Borrower acquisitions of stock, obligations or any Subsidiary to employees and other individual service providers made securities received in settlement of debts created in the ordinary course of business (including traveland owing to Intermediate Holdings, entertainment and relocation expenses) of the Borrower or any Subsidiary not exceeding $2,500,000 or in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs satisfaction of such loans or advances)judgments; (xil) Investments investments in the form of Swap Agreements permitted by under Section 6.076.06; (xiim) Investments of any Person existing at the time such Person becomes investments, loans, advances, guarantees and acquisitions resulting from a Subsidiary of the Borrower or consolidates or merges with foreclosure by Intermediate Holdings, the Borrower or any Subsidiary with respect to any secured investment or other transfer of the Subsidiaries (including title with respect to any secured investment in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or mergerdefault; (xiiin) Investments received in connection with investments, loans, advances, guarantees and acquisitions the dispositions consideration for which consists solely of assets permitted by Section 6.05shares of common stock of Intermediate Holdings; (xivo) Investments constituting deposits described investments arising as a result of any Permitted Receivables Financing; (p) other Investments, provided that (i)(A) no Default has occurred and is continuing or would result from any such Investment, (B) in clauses the case of any such Investment in an amount that exceeds $100,000,000, Intermediate Holdings is in compliance, on a pro forma basis after giving effect to any such Investment (c) and (d) of after giving effect to any reduction in operating expenses permitted to be included for this purpose in the calculation set forth in the definition of the term “Permitted Encumbrances”; Consolidated EBITDA), with the covenants contained in Section 6.11 and Section 6.12 recomputed as of the last day of the most recently ended fiscal quarter of Intermediate Holdings for which financial information is available, as if such Investment (xvand any related incurrence or repayment of Indebtedness, with any new Indebtedness being deemed to be amortized over the applicable testing period in accordance with its terms) Investments had occurred on the first day of each relevant period for testing such compliance and (C) in Permitted Joint Ventures; provided that, if at the time case of any such Investment pursuant to this Section 6.04(xv), on a Pro Forma Basisin an amount that exceeds $100,000,000, the Secured Leverage Ratio Administrative Agent shall have received a certificate from a Financial Officer of Intermediate Holdings that certifies compliance with clauses (i)(A) and (i)(B) above, together with all relevant financial information for the Borrower equals Person or exceeds 2.50 assets to 1.00be acquired and reasonably detailed calculations demonstrating compliance with the requirement set forth in clause (i)(B) above, and (ii) in the case of Investments made during any Non-Investment Grade Period, after giving effect to such Investment and any related Borrowing, the aggregate amount of Investments in Permitted Joint Ventures (together with the aggregate amount of Investments in Permitted Real Estate Joint Ventures permitted under Section 6.04(xvi)) Liquidity Amount shall not exceed be less than $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made);800,000,000; and (xviq) Investments prepayments or advances to vendors or suppliers of semiconductors in Permitted Real Estate Joint Ventures; provided thatconnection with any guarantee of supply by, if at or to fund the time expansion of any supply capacity by, such Investment pursuant to this Section 6.04(xvi)vendor or supplier, on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Real Estate Joint Ventures (together with the aggregate amount of Investments in Permitted Joint Ventures permitted under Section 6.04(xv)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (xvii) payments, loans, advances to, and investments in, Consolidated Practices in the ordinary course of business and consistent with past practice in satisfaction of their obligations under any management services agreements; (xviii) Investments by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount, as valued at cost at the time each such Investment is made and including all related commitments for future advances, not exceeding the Available Amount immediately prior to the time of the making of any such Investment; (xix) Investments by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount not to exceed the sum of (A) $100,000,000 and (B) an amount equal to 50,000,000 at any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually theretofore received in cash in respect of any such investment, loan or advance (which amount shall not exceed the amount of such Investment valued at cost at the one time such Investment was made); and (xx) Investments, loans and advances by the Borrower or any Subsidiary to any Insurance Subsidiary in an amount equal to (A) the capital required under the applicable laws or regulations of the jurisdiction in which such Insurance Subsidiary is formed or determined by independent actuaries as prudent and necessary capital to operate such Insurance Subsidiary plus (B) any reasonable general corporate and overhead expenses of such Insurance Subsidiaryoutstanding.

Investments, Loans, Advances, Guarantees and Acquisitions. Neither Holdings nor the The Borrower willwill not, nor and will they not permit any Subsidiary to, purchase purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Equity Interests in or capital 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, Guarantee any obligations of, or make or permit to exist any investment 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 (collectively, “Investments”)unit, except: (i) Permitted Acquisitions; (iia) Permitted Investments; ; (iiib) Investments investments existing on the date hereof and set forth on Schedule 6.04, to the extent such investments would not be permitted under any other clause (other than clause (i)) of this Section; (ivc) Investments by Holdings in the Borrower and investments by the Borrower and in the Subsidiaries in Equity Interests in their respective Subsidiaries, provided that (A) any such Equity Interests held by a Loan Party shall be pledged pursuant to the Collateral Agreement (subject to the limitations applicable to common stock of a Foreign Subsidiary referred to in the definition of “Collateral and Guarantee Requirement”) and (B) the aggregate amount of investments (other than investments set forth on Schedule 6.04) by Loan Parties the Borrower in Subsidiaries that are not Loan Parties (together with outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v) and outstanding Guarantees permitted to be incurred under clause (B) to the proviso to Section 6.04(vi)) shall not exceed $15,000,000 2,000,000 in the aggregate at any time outstanding outstanding; (in each case determined without regard d) the Borrower and the Subsidiaries may make intercompany loans to any write-downs or write-offsthe extent permitted under Section 6.01(a)(iii); (v) loans or advances made by the Borrower to any Subsidiary and made by any Subsidiary to the Borrower or any other Subsidiary, provided that (A) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement and (B) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(iv) and outstanding Guarantees permitted under clause (B) to the proviso to Section 6.04(vi)) shall not exceed $15,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (vie) Guarantees constituting Indebtedness permitted by Section 6.01, provided that (and without limiting the foregoing) the aggregate principal amount of Indebtedness of that is (i) outstanding with respect to Subsidiaries that are not Loan Parties that is and (ii) Guaranteed by any Loan Party (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(iv) and outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v)) shall not exceed $15,000,000 10,000,000 in the aggregate at any time outstanding outstanding; (f) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case determined without regard to any write-downs or write-offs); in the ordinary course of business; (viig) receivables or other trade payables owing to the Borrower or any Subsidiary if created or acquired and the Subsidiaries may make loans and advances to employees in the ordinary course of business consistent with past practice and payable or dischargeable in accordance with customary trade terms, provided that such trade terms may include such concessionary trade terms as an aggregate amount not to exceed at any time outstanding $1,000,000; (h) the Borrower or and the Subsidiaries may make and own investments in an aggregate amount not to exceed at any such Subsidiary deems reasonable under the circumstances; (viii) Investments time outstanding $10,000,000 consisting of Equity Interests, obligations, securities or other property any deferred portion of the sales price received in settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business; (x) loans or advances by the Borrower or any Subsidiary to employees and other individual service providers made in the ordinary course of business (including travel, entertainment and relocation expenses) of the Borrower or any Subsidiary not exceeding $2,500,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances); (xi) Investments in the form of Swap Agreements permitted by Section 6.07; (xii) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiii) Investments received in connection with the dispositions of assets permitted by Section 6.05; (xiv) Investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (xv) Investments in Permitted Joint Ventures; provided that, if at the time of any such Investment pursuant to this Section 6.04(xv), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Joint Ventures (together with the aggregate amount of Investments in Permitted Real Estate Joint Ventures asset sale permitted under Section 6.04(xvi)6.05; and (i) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (xvi) Investments in Permitted Real Estate Joint Ventures; provided that, if at the time of any such Investment pursuant to this Section 6.04(xvi), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, and the aggregate amount of Investments in Permitted Real Estate Joint Ventures (together with the aggregate amount of Investments in Permitted Joint Ventures permitted under Section 6.04(xv)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal Subsidiaries may make and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (xvii) payments, loans, advances to, and own other investments in, Consolidated Practices in the ordinary course of business and consistent with past practice in satisfaction of their obligations under any management services agreements; (xviii) Investments by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount, as valued at cost at the time each such Investment is made and including all related commitments for future advances, not exceeding the Available Amount immediately prior to the time of the making of any such Investment; (xix) Investments by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount not to exceed the sum of (A) at any time outstanding $100,000,000 and (B) an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually theretofore received in cash in respect of any such investment, loan or advance (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); and (xx) Investments, loans and advances by the Borrower or any Subsidiary to any Insurance Subsidiary in an amount equal to (A) the capital required under the applicable laws or regulations of the jurisdiction in which such Insurance Subsidiary is formed or determined by independent actuaries as prudent and necessary capital to operate such Insurance Subsidiary plus (B) any reasonable general corporate and overhead expenses of such Insurance Subsidiary30,000,000.

Investments, Loans, Advances, Guarantees and Acquisitions. Neither Holdings nor the Borrower willwill not, nor and will they not permit any Restricted Subsidiary to, purchase or acquire (including pursuant to any merger with any Person that was not a wholly owned Restricted Subsidiary prior to such merger) 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, make any loans or advances to, Guarantee any obligations of, or make any investment 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 (collectively, “Investments”), except: (ia) Permitted Acquisitions;, (iib) Permitted Investments;, (iiic) Investments existing on the Closing Date and set forth on Schedule 6.04;6.04 and any Investments consisting of extensions, modifications or renewals of any such Investments (excluding any such extensions, modifications or renewals involving additional advances, contributions or other investments of cash or property or other increases thereof unless it is a result of the accrual or accretion of interest or OID or payment-in-kind pursuant to the terms, as of the Closing Date, of the original Investment so extended, modified or renewed), (ivd) Investments by Holdings in the Borrower and by the Borrower and the or any Restricted Subsidiaries in Equity Interests in their respective Restricted Subsidiaries, ; provided that (A) any such Equity Interests held by a Loan Party shall be pledged pursuant to the Collateral Agreement (subject to the limitations applicable to common stock of a Foreign Subsidiary referred to in the definition of “Collateral and Guarantee Requirement”) and (B) the aggregate amount of investments (other than investments Investments set forth on Schedule 6.04) by in Non-Loan Parties in Subsidiaries that are not by Loan Parties (together with outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v6.04(e) and outstanding Guarantees permitted to be incurred under clause (B) to the proviso to Section 6.04(vi6.04(f)) shall not exceed the greater of $15,000,000 70,000,000 and 2.0% of Total Assets at any time outstanding (in each case determined without regard to any write-downs or write-offs);, (ve) loans or advances made by the Borrower Holdings to any Restricted Subsidiary and made by any Restricted Subsidiary to the Borrower Holdings or any other Restricted Subsidiary, ; provided that (A) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement and (B) the amount of such loans and advances (other than loans and advances set forth on Schedule 6.04) made by Loan Parties to Subsidiaries that are not Non-Loan Parties (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(iv6.04(d) and outstanding Guarantees permitted under clause (B) to the proviso to Section 6.04(vi6.04(f)) shall not exceed the greater of $15,000,000 70,000,000 and 2.0% of Total Assets at any time outstanding (in each case determined without regard to any write-downs or write-offs);, (vif) Guarantees constituting Indebtedness permitted by Section 6.01, 6.01 and performance guarantees in the ordinary course of business; provided that (and without limiting the foregoing) the aggregate principal amount of Indebtedness (other than Indebtedness set forth on Schedule 6.04) of Subsidiaries that are not Non-Loan Parties that is Guaranteed by any Loan Party (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(iv6.04(d) and outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v6.04(e)) shall not exceed the greater of $15,000,000 70,000,000 and 2.0% of Total Assets at any time outstanding (in each case determined without regard to any write-downs or write-offs);, (viig) receivables or other trade payables owing to the Borrower Holdings or any Restricted Subsidiary if created or acquired in the ordinary course of business consistent with past practice and payable or dischargeable in accordance with customary trade terms, ; provided that such trade terms may include such concessionary trade terms as the Borrower Holdings or any such Restricted Subsidiary deems reasonable under the circumstances;, (viiih) Investments consisting of Equity Interests, obligations, securities or other property received in settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower Holdings or any Restricted Subsidiary or in satisfaction of judgments;, (ixi) Investments by the Borrower Holdings or any Restricted Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;, (xj) loans or advances by the Borrower Holdings or any Restricted Subsidiary to employees and other individual service providers made in the ordinary course of business (including travel, entertainment and relocation expenses) of the Borrower Holdings or any Restricted Subsidiary not exceeding $2,500,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances);, (xik) Investments in the form of Swap Agreements permitted by Section 6.07;, (xiil) Investments of any Person existing at the time such Person becomes a Restricted Subsidiary of the Borrower Holdings or consolidates or merges merges, in one transaction or a series of transactions, with the Borrower Holdings or any of the Restricted Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Restricted Subsidiary or of such consolidation or merger;, (xiiim) Investments received in connection with the dispositions of assets permitted by Section 6.05;, (xivn) Investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”;, (xvo) Investments in Permitted Joint Ventures; provided that, if at Ventures in an amount not to exceed the time greater of any such Investment pursuant to this Section 6.04(xv), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Joint Ventures (together with the aggregate amount of Investments in Permitted Real Estate Joint Ventures permitted under Section 6.04(xvi)) shall not exceed $250,000,000 outstanding at any time and 7.0% of Total Assets plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made);, (xvip) Investments in Permitted Real Estate Joint Ventures; provided that, if at the time of any such Investment pursuant to this Section 6.04(xvi), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Real Estate Joint Ventures (together with the aggregate amount of Investments in Permitted Joint Ventures permitted under Section 6.04(xv)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made);[reserved], (xviiq) payments, loans, advances to, and investments in, Consolidated Practices in the ordinary course of business and consistent with past practice in satisfaction of their obligations under any management services agreements;, (xviiir) Investments by the Borrower Holdings or any Restricted Subsidiary (including Investments in Permitted Joint VenturesVentures and Permitted Acquisitions) in an aggregate amount, as valued at cost at the time each such Investment is made and including all related commitments for future advances, not exceeding the Available Amount immediately prior to the time of the making of any such Investment;, (xixs) (i) Investments by the Borrower Holdings or any Restricted Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount not to exceed the sum greater of (A) $100,000,000 and 3.0% of Total Assets and (Bii) an amount equal other Investments; provided that (x) no Event of Default has occurred and is continuing or would result therefrom and (y) immediately after giving effect to any returns (including dividendssuch Investment on a Pro Forma Basis, interest, distributions, returns of principal and profits on sale) actually theretofore received in cash in respect of any such investment, loan or advance (which amount shall the Total Net Leverage Ratio does not exceed the amount of such Investment valued at cost at the time such Investment was made); and5.00:1.00, (xxt) Investments, loans and advances by the Borrower Holdings or any Restricted Subsidiary to any Captive Insurance Subsidiary in an amount equal to (A) the capital required under the applicable laws or regulations of the jurisdiction in which such Captive Insurance Subsidiary is formed or determined by independent actuaries as prudent and necessary capital to operate such Captive Insurance Subsidiary plus (B) any reasonable general corporate and overhead expenses of such Captive Insurance Subsidiary, (u) any Investment solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Borrower or Holdings (or any other direct or indirect parent company of the Borrower), (v) Investments in prepaid expenses, negotiable instruments held for collection and lease, utility and workers compensation, performance and similar deposits entered into as a result of the operations of the business in the ordinary course of business, and (w) Investments by Holdings or any Restricted Subsidiary in the outstanding equity interests of Concentra held by unitholders other than Holdings and its Restricted Subsidiaries as of the Closing Date; provided that (x) no Event of Default has occurred and is continuing or would result therefrom and (y) immediately after giving effect to such Investment in Concentra on a Pro Forma Basis, the Total Net Leverage Ratio does not exceed 5.75 to 1.00. For purposes of covenant compliance, the amount of any Investment outstanding at any time shall be the original cost of such Investment (without adjustment for any increases or decreases in the value of such Investments), reduced by (except in the case of any Investments made using the Available Amount pursuant to Section 6.04(r) and returns which are included in the Available Amount pursuant to the definition thereof) any dividend, distribution, interest payment, return of capital, repayment or other amount received in cash by Holdings or a Restricted Subsidiary in respect of such Investment.

Investments, Loans, Advances, Guarantees and Acquisitions. Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any Subsidiary to, purchase or acquire (including pursuant to form any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Equity Interests in or evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of subsidiary after the foregoing) ofEffective Date, make any loans advance, loan, extension of credit (by way of guaranty or advances otherwise) or capital contribution to, Guarantee or purchase any obligations Equity Interests, bonds, notes, debentures or other debt securities of, or make any investment 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 of, any Person (collectivelyall of the foregoing, “Investments”), ) except: (ia) Investments in cash and Permitted Investments subject to control agreements in favor of the Lender or otherwise subject to a perfected security interest in favor of the Lender; (b) Investments in existence on the date of hereof and described in Schedule 6.04; (c) so long as no Default has occurred and is continuing, Permitted Acquisitions; (iid) Permitted Investments; (iii) Investments set forth on Schedule 6.04; (iv) so long as no Event of Default has occurred and is continuing, Investments by Holdings in the Borrower Borrowers and by the Borrower and the their Subsidiaries in Equity Interests in their respective Subsidiaries, provided that (A) any such Equity Interests held by a Loan Party shall be pledged pursuant to the Collateral Security Agreement (subject to the limitations applicable to common stock Equity Interests of a Foreign Subsidiary referred to in the definition of “Collateral and Guarantee Requirement”Section 5.13) and (B) in the aggregate amount case of investments any Investment made by any Loan Party in or to any Subsidiary that is not a Loan Party (other than investments set forth on Schedule 6.04Investments made in Equity Interests of such Subsidiary with the proceeds of a substantially contemporaneous issuance of Equity Interests of Compressco Partners), (i) by Loan Parties such Investments in Subsidiaries that are not Loan Parties (the aggregate, taken together with outstanding intercompany loans Investments permitted under by clause (BB)(i) to the proviso to of Section 6.04(v) and outstanding Guarantees permitted to be incurred under clause (B) to the proviso to Section 6.04(vi6.04(e)) shall , do not exceed $15,000,000 2,500,000 at any time outstanding or (in each case determined without regard ii) on the date of and after giving effect to any write-downs or write-offs)such Investment the Borrowing Base exceeds the Commitment by an amount not less than 80% of the Commitment; (ve) so long as no Event of Default has occurred and is continuing, loans or advances made by the any Borrower to any Subsidiary and made by any Subsidiary to the any Borrower or any other Subsidiary, provided that (A) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Security Agreement and (B) in the amount case of such loans and advances any loan or advance made by a Loan Parties Party to a Subsidiary that is not a Loan Party (other than any loan or advance made to such Subsidiary with the proceeds of a substantially contemporaneous issuance of Equity Interests of Compressco Partners), (i) such Investments in the aggregate, taken together with Investments permitted by clause (B)(i) of Section 6.04(d), do not exceed $2,500,000 at any time outstanding or (ii) on the date of and after giving effect to such loan or advance, the Borrowing Base exceeds the Commitment by an amount not less than 80% of the Commitment; (f) Guarantees constituting Indebtedness permitted by Section 6.01, provided that in the case of Guarantees by any Loan Party of Indebtedness of Subsidiaries that are not Loan Parties (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(iv) and outstanding Guarantees permitted under clause (B) to the proviso to Section 6.04(vi)) aggregate amount of Indebtedness guaranteed shall not exceed $15,000,000 2,500,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (vig) Guarantees constituting Indebtedness permitted loans or advances made by Section 6.01, provided that (and without limiting the foregoing) the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any a Loan Party (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(iv) and outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v)) shall not exceed $15,000,000 at any time outstanding (in each case determined without regard to any writeits employees on an arms-downs or write-offs); (vii) receivables or other trade payables owing to the Borrower or any Subsidiary if created or acquired length basis in the ordinary course of business consistent with past practice practices for travel and payable or dischargeable entertainment expenses, relocation costs and similar purposes up to a maximum of $100,000 in accordance with customary trade terms, provided that such trade terms may include such concessionary trade terms as the Borrower or aggregate at any such Subsidiary deems reasonable under the circumstancesone time outstanding; (viiih) Investments consisting subject to Sections 4.2(a) and 4.4 of Equity Intereststhe Security Agreement, obligationsnotes payable, securities or stock or other property received in securities issued by Account Debtors to a Loan Party pursuant to negotiated agreements with respect to settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made Account Debtor’s Accounts in the ordinary course of business; (x) loans or advances by the Borrower or any Subsidiary to employees and other individual service providers made in the ordinary course of business (including travel, entertainment and relocation expenses) of the Borrower or any Subsidiary not exceeding $2,500,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances); (xii) Investments in the form of Swap Agreements permitted by Section 6.07; (xiij) Investments of any Person existing at the time such Person becomes a Subsidiary of the a Borrower or consolidates or merges with the a Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiiik) Investments received in connection with the dispositions of assets permitted by Section 6.05; (xivl) Investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (xvm) Investments in Permitted Joint Ventures; provided that, if at the time of any such Investment pursuant to this Section 6.04(xv), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals accounts receivable or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Joint Ventures (together with the aggregate amount of Investments in Permitted Real Estate Joint Ventures permitted under Section 6.04(xvi)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (xvi) Investments in Permitted Real Estate Joint Ventures; provided that, if at the time of any such Investment pursuant to this Section 6.04(xvi), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Real Estate Joint Ventures (together with the aggregate amount of Investments in Permitted Joint Ventures permitted under Section 6.04(xv)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (xvii) payments, loans, advances tonotes receivable arising, and investments intrade credit granted, Consolidated Practices in the ordinary course of business and consistent with past practice other credits to suppliers or vendors in satisfaction the ordinary course of their obligations under any management services agreementsbusiness; (xviiin) Investments by the Borrower or any Subsidiary (including Investments debt obligations and Equity Interests) and other assets received in Permitted Joint Ventures) connection with the bankruptcy or reorganization of suppliers and customers or in an aggregate amountsettlement or delinquent obligations of, as valued at cost at or other disputes with, customers and suppliers arising in the time each such Investment is made and including all related commitments for future advances, not exceeding ordinary course of business or received upon the Available Amount immediately prior to the time of the making of any such Investment; (xix) Investments by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount not to exceed the sum of (A) $100,000,000 and (B) an amount equal foreclosure with respect to any returns (including dividends, interest, distributions, returns secured investment or other transfer of principal and profits on sale) actually theretofore received in cash in title with respect of to any such secured investment, loan or advance (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); and (xxo) Investments, loans and advances by the Borrower or other Investments at any Subsidiary time outstanding not to any Insurance Subsidiary in an amount equal to (A) the capital required under the applicable laws or regulations of the jurisdiction in which such Insurance Subsidiary is formed or determined by independent actuaries as prudent and necessary capital to operate such Insurance Subsidiary plus (B) any reasonable general corporate and overhead expenses of such Insurance Subsidiaryexceed $2,500,000.

Investments, Loans, Advances, Guarantees and Acquisitions. Neither Holdings nor the Each Borrower willwill not, nor and will they not permit any Restricted Subsidiary to, purchase purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Equity Interests in or evidences of indebtedness 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, Guarantee any obligations Indebtedness of, or make any investment 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 or all or substantially all of the assets of a division or branch of any Person (collectivelyany one of the actions described in the foregoing provisions of this Section 6.04, herein an “InvestmentsInvestment”), except: (ia) Permitted Acquisitions[Reserved] (b) Investments in the form of cash, Cash Equivalents and Investments that were Cash Equivalents when such Investments were made; (ii) Permitted Investments; (iiic) Investments (i) existing on, or contractually committed to as of, the date hereof and set forth on Schedule 6.04, (ii) consisting of intercompany Investments outstanding on the date hereof, and (iii) and any modification, replacement, renewal or extension of the foregoing; provided that the amount of the original Investment is not increased except by the terms of such Investment or as otherwise permitted by this Section 6.04; (ivd) Investments by Holdings in among the Parent Borrower and by its Restricted Subsidiaries (including between or among Restricted Subsidiaries and including in connection with the Borrower and the Subsidiaries in Equity Interests in their respective formation of Restricted Subsidiaries, provided that (A) any such Equity Interests held by a Loan Party shall be pledged pursuant to the Collateral Agreement (subject to the limitations applicable to common stock of a Foreign Subsidiary referred to in the definition of “Collateral and Guarantee Requirement”) and (B) the aggregate amount of investments (other than investments set forth on Schedule 6.04) by Loan Parties in Subsidiaries that are not Loan Parties (together with outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v) and outstanding Guarantees permitted to be incurred under clause (B) to the proviso to Section 6.04(vi)) shall not exceed $15,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (v) loans or advances made by the Borrower to any Subsidiary and made by any Subsidiary to the Borrower or any other Subsidiary, provided that (A) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement and (B) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(iv) and outstanding Guarantees permitted under clause (B) to the proviso to Section 6.04(vi)) shall not exceed $15,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (vie) Guarantees constituting Indebtedness permitted by Section 6.01, 6.01 and payments thereon or Investments in respect thereof in lieu of such payments; provided that (and without limiting the foregoingi) the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties Unrestricted Subsidiaries that is Guaranteed by any Loan Party (together with outstanding investments permitted under shall be subject to the limitation set forth in clause (Bq) below (it being understood that any such Guarantee in reliance upon the reference to such clause (q) shall reduce the proviso amount otherwise available under such clause (q) while such Guarantee is outstanding), (ii) if such Guarantee is by a non- Loan Party, such non-Loan Party would have been able to incur the Guaranteed Indebtedness directly under Section 6.04(iv6.01 (for the avoidance of doubt, without duplication of the primary and Guaranteed obligations with respect to underlying Indebtedness primary Indebtedness of a non-Loan Party) and outstanding intercompany loans permitted under clause (Biii) if the Guaranteed Indebtedness is subordinated the Guarantee of such Indebtedness is subordinated on the same terms; (f) Investments received (i) in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts or disputes with or judgments against, any Person, or foreclosure or deed in lieu of foreclosure with respect to the proviso to Section 6.04(v)) shall not exceed $15,000,000 at any time outstanding (Lien held as security for an obligation, in each case determined without regard to any write-downs or write-offs); (vii) receivables or other trade payables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business consistent business, (ii) upon the foreclosure with past practice and payable respect to any secured Investment, (iii) as a result of the settlement, compromise or dischargeable in accordance with customary trade termsresolution of litigation, provided that such trade terms may include such concessionary trade terms as the Borrower or any such Subsidiary deems reasonable under the circumstances; (viii) Investments consisting of Equity Interests, obligations, securities arbitration or other property received disputes or (iv) in settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made debt created in the ordinary course of business; (xg) notes and other non-cash consideration received as part of the purchase price of assets subject to a Disposition pursuant to Section 6.05; (h) advances or extensions of trade credit in the ordinary course of business; (i) Investments arising in connection with Swap Agreements permitted by Section 6.13; provided that the aggregate amount of Investments by Loan Parties in or for the benefit of Unrestricted Subsidiaries shall be subject to the limitation set forth in clause (q) below (it being understood that any such Investment in reliance upon the reference to such clause (q) shall reduce the amount otherwise available under such clause (q) while such Swap Agreement is outstanding); (j) loans and advances to future, present or advances by former officers, directors, employees, members of management or consultants of the Parent Borrower and its Restricted Subsidiaries or any Subsidiary to employees and other individual service providers Parent Company made (i) in the ordinary course of business for travel and entertainment expenses, relocation costs and similar purposes or consistent with past practices and (including travel, entertainment and relocation expensesii) in connection with such Person’s purchase of Equity Interests of the Parent Borrower or any Subsidiary not exceeding $2,500,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances); (xi) Investments in the form of Swap Agreements permitted by Section 6.07; (xii) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiii) Investments received in connection with the dispositions of assets permitted by Section 6.05; (xiv) Investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (xv) Investments in Permitted Joint VenturesParent Company; provided that, if at to the time of any extent such Investment pursuant to this Section 6.04(xv)loans or advances are made in cash, on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Joint Ventures (together with the aggregate amount of Investments in Permitted Real Estate Joint Ventures permitted under Section 6.04(xvi)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at loans and advances used to acquire such Equity Interests shall be contributed or paid to the time such Investment was made); (xvi) Investments Parent Borrower in Permitted Real Estate Joint Ventures; provided that, if at the time of any such Investment pursuant to this Section 6.04(xvi), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Real Estate Joint Ventures (together with the aggregate amount of Investments in Permitted Joint Ventures permitted under Section 6.04(xv)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (xvii) payments, loans, advances tocash, and investments in, Consolidated Practices in the ordinary course of business and consistent with past practice in satisfaction of their obligations under (iii) for any management services agreements; (xviii) Investments by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount, as valued at cost at the time each such Investment is made and including all related commitments for future advances, not exceeding the Available Amount immediately prior to the time of the making of any such Investment; (xix) Investments by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) other purpose in an aggregate amount not to exceed $10,000,000 for all such loans and advances in the sum of aggregate at any one time outstanding; (Ak) $100,000,000 the Parent Borrower and (B) the Restricted Subsidiaries may make Investments in an amount equal not to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually theretofore received in cash in respect of any such investment, loan or advance (which amount shall not exceed the amount of such Investment valued at cost at Excluded Contributions previously received by the time such Investment was made); andParent Borrower Not Otherwise Applied; (xxl) Investments, loans and advances by the Parent Borrower or any a Restricted Subsidiary may purchase, hold or acquire (including pursuant to any Insurance Subsidiary in an amount equal to (Aa merger, consolidation, amalgamation or otherwise) the capital required under the applicable laws or regulations at least a majority of the jurisdiction Equity Interests of a Person (including with respect to an Investment in which such Insurance a Restricted Subsidiary is formed that serves to increase the Parent Borrower’s or determined by independent actuaries as prudent its Restricted Subsidiaries’ respective ownership of Equity Interests therein) and necessary capital to operate such Insurance Subsidiary plus may purchase or otherwise acquire (Bin one transaction or a series of transactions) all or substantially all of the assets of any reasonable general corporate and overhead expenses other Person or all or substantially all of the assets of a store, franchise, division, line of business or branch of such Insurance Subsidiary.Person, if, with respect to each such acquisition (a “Permitted Acquisition”):

Investments, Loans, Advances, Guarantees and Acquisitions. Neither Holdings nor the Borrower willPurchase, nor will they permit any Subsidiary to, purchase hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Wholly Owned Subsidiary prior to such merger) any Equity Interests in or Interest, evidences of indebtedness 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, Guarantee any obligations of, make or permit any capital contribution to, or make or permit to exist any investment 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 or all or a substantial part of the business of, such Person (collectively, the foregoing is collectively referred to as “Investments”), exceptexcept that the following shall be permitted: (i) Permitted Acquisitions; (ii) Permitted Investments; (iiia) Investments set forth existing on the Effective Date and identified on Schedule 6.04; (ivb) Investments by Holdings in Eligible Investments; provided that such Investments shall be made solely for investment purposes for the investment portfolio of the Borrower or any Subsidiary in accordance with its Investment Policy; (c) advances to officers, directors and employees of the Borrower and by Subsidiaries of the Borrower and the Subsidiaries in Equity Interests in their respective Subsidiaries, provided that (A) any such Equity Interests held by a Loan Party shall be pledged pursuant to the Collateral Agreement (subject to the limitations applicable to common stock of a Foreign Subsidiary referred to in the definition of “Collateral and Guarantee Requirement”) and (B) the an aggregate amount of investments (other than investments set forth on Schedule 6.04) by Loan Parties in Subsidiaries that are not Loan Parties (together with outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v) and outstanding Guarantees permitted to be incurred under clause (B) to the proviso to Section 6.04(vi)) shall not exceed $15,000,000 50,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs)for travel, entertainment, relocation and analogous ordinary business purposes; (vd) loans or advances made Investments by the Borrower to in any Subsidiary Subsidiary; and made Investments by any Subsidiary to the Borrower or in any other Subsidiary, provided that (A) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement and (B) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(iv) and outstanding Guarantees permitted under clause (B) to the proviso to Section 6.04(vi)) shall not exceed $15,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (vie) Guarantees constituting Indebtedness permitted by Section 6.01, provided that (and without limiting the foregoing) the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(iv) and outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v)) shall not exceed $15,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (viif) receivables or other trade payables owing to Guarantees by the Borrower or of Capital Lease Obligations of any Subsidiary if created or acquired in the ordinary course of business consistent with past practice 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 such Subsidiary deems reasonable under the circumstancespermitted by Section 6.01; (viiig) Investments consisting of Equity Interests, obligations, securities or other property received in settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgmentstransactions permitted by Section 6.03; (ixh) Investments Swap Obligations permitted by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of businessSection 6.06; (xi) loans or advances by the Borrower or any Subsidiary to employees and other individual service providers made in the ordinary course of business (including travel, entertainment and relocation expenses) of the Borrower or any Subsidiary not exceeding $2,500,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances)Permitted Acquisitions; (xi) Investments in the form of Swap Agreements permitted by Section 6.07; (xii) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiii) Investments received in connection with the dispositions of assets permitted by Section 6.05; (xiv) Investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (xv) Investments in Permitted Joint Ventures; provided that, if at the time of any such Investment pursuant to this Section 6.04(xv), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Joint Ventures (together with the aggregate amount of Investments in Permitted Real Estate Joint Ventures permitted under Section 6.04(xvi)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (xvi) Investments in Permitted Real Estate Joint Ventures; provided that, if at the time of any such Investment pursuant to this Section 6.04(xvi), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Real Estate Joint Ventures (together with the aggregate amount of Investments in Permitted Joint Ventures permitted under Section 6.04(xv)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (xvii) payments, loans, advances to, and investments in, Consolidated Practices in the ordinary course of business and consistent with past practice in satisfaction of their obligations under any management services agreements; (xviii) Investments by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount, as valued at cost at the time each such Investment is made and including all related commitments for future advances, not exceeding the Available Amount immediately prior to the time of the making of any such Investment; (xix) Investments by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount not to exceed the sum of (A) $100,000,000 and (B) an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually theretofore received in cash in respect of any such investment, loan or advance (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); and (xx) Investments, loans and advances by the Borrower or any Subsidiary to any Insurance Subsidiary in an amount equal to (A) the capital required under the applicable laws or regulations of the jurisdiction in which such Insurance Subsidiary is formed or determined by independent actuaries as prudent and necessary capital to operate such Insurance Subsidiary plus (B) any reasonable general corporate and overhead expenses of such Insurance Subsidiary.

Investments, Loans, Advances, Guarantees and Acquisitions. Neither Holdings nor the Borrower willwill not, nor and will they not permit any Restricted Subsidiary to, purchase or acquire (including pursuant to any merger with with, or as a Division Successor pursuant to the Division of any Person that was not a wholly owned Restricted Subsidiary prior to such mergermerger or Division) 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, make any loans or advances to, Guarantee any obligations of, or make any investment 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 (collectively, “Investments”), except: (ia) Permitted Acquisitions;, (iib) Permitted Investments;, (iiic) Investments existing on the Closing Date and set forth on Schedule 6.04;6.04 and any Investments consisting of extensions, modifications or renewals of any such Investments (excluding any such extensions, modifications or renewals involving additional advances, contributions or other investments of cash or property or other increases thereof unless it is a result of the accrual or accretion of interest or OID or payment-in-kind pursuant to the terms, as of the Closing Date, of the original Investment so extended, modified or renewed), (ivd) Investments by Holdings in the Borrower and by the Borrower and the or any Restricted Subsidiaries in Equity Interests in their respective Restricted Subsidiaries, ; provided that (A) any such Equity Interests held by a Loan Party shall be pledged pursuant to the Collateral Agreement (subject to the limitations applicable to common stock of a Foreign Subsidiary referred to in the definition of “Collateral and Guarantee Requirement”) and (B) the aggregate amount of investments (other than investments Investments set forth on Schedule 6.04) by in Non-Loan Parties in Subsidiaries that are not by Loan Parties (together with outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v6.04(e) and outstanding Guarantees permitted to be incurred under clause (B) to the proviso to Section 6.04(vi6.04(f)) shall not exceed the greater of $15,000,000 70,000,000 and 20.0% of Consolidated EBITDA for the most recently ended Test Period at any time outstanding (in each case determined without regard to any write-downs or write-offs);, (ve) loans or advances made by the Borrower Holdings to any Restricted Subsidiary and made by any Restricted Subsidiary to the Borrower Holdings or any other Restricted Subsidiary, ; provided that (A) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement and (B) the amount of such loans and advances (other than loans and advances set forth on Schedule 6.04) made by Loan Parties to Subsidiaries that are not Non-Loan Parties (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(iv6.04(d) and outstanding Guarantees permitted under clause (B) to the proviso to Section 6.04(vi6.04(f)) shall not exceed the greater of $15,000,000 70,000,000 and 20.0% of Consolidated EBITDA for the most recently ended Test Period at any time outstanding (in each case determined without regard to any write-downs or write-offs);, (vif) Guarantees constituting Indebtedness permitted by Section 6.01, 6.01 and performance guarantees in the ordinary course of business; provided that (and without limiting the foregoing) the aggregate principal amount of Indebtedness (other than Indebtedness set forth on Schedule 6.04) of Subsidiaries that are not Non-Loan Parties that is Guaranteed by any Loan Party (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(iv6.04(d) and outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v6.04(e)) shall not exceed the greater of $15,000,000 70,000,000 and 20.0% of Consolidated EBITDA for the most recently ended Test Period at any time outstanding (in each case determined without regard to any write-downs or write-offs);, (viig) receivables or other trade payables owing to the Borrower Holdings or any Restricted Subsidiary if created or acquired in the ordinary course of business consistent with past practice and payable or dischargeable in accordance with customary trade terms, ; provided that such trade terms may include such concessionary trade terms as the Borrower Holdings or any such Restricted Subsidiary deems reasonable under the circumstances;, (viiih) Investments consisting of Equity Interests, obligations, securities or other property received in settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower Holdings or any Restricted Subsidiary or in satisfaction of judgments;, (ixi) Investments by the Borrower Holdings or any Restricted Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;, (xj) loans or advances by the Borrower Holdings or any Restricted Subsidiary to employees and other individual service providers made in the ordinary course of business (including travel, entertainment and relocation expenses) of the Borrower Holdings or any Restricted Subsidiary not exceeding $2,500,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances);, (xik) Investments in the form of Swap Agreements permitted by Section 6.07;, (xiil) Investments of any Person existing at the time such Person becomes a Restricted Subsidiary of the Borrower Holdings or consolidates or merges merges, in one transaction or a series of transactions, with the Borrower Holdings or any of the Restricted Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Restricted Subsidiary or of such consolidation or merger;, (xiiim) Investments received in connection with the dispositions of assets permitted by Section 6.05;, (xivn) Investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”;, (xvo) Investments in Permitted Joint Ventures; provided that, if at Ventures in an amount not to exceed the time greater of any such Investment pursuant to this Section 6.04(xv), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Joint Ventures (together with the aggregate amount of Investments in Permitted Real Estate Joint Ventures permitted under Section 6.04(xvi)) shall not exceed $250,000,000 outstanding at any time and 62.5% of Consolidated EBITDA for the most recently ended Test Period plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made);, (xvip) Investments in Permitted Real Estate Joint Ventures; provided that, if at the time of any such Investment pursuant to this Section 6.04(xvi), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Real Estate Joint Ventures (together with the aggregate amount of Investments in Permitted Joint Ventures permitted under Section 6.04(xv)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made);[reserved], (xviiq) payments, loans, advances to, and investments in, Consolidated Practices in the ordinary course of business and consistent with past practice in satisfaction of their obligations under any management services agreements;, (xviiir) Investments by the Borrower Holdings or any Restricted Subsidiary (including Investments in Permitted Joint VenturesVentures and Permitted Acquisitions) in an aggregate amount, as valued at cost at the time each such Investment is made and including all related commitments for future advances, not exceeding the Available Amount immediately prior to the time of the making of any such Investment;, (xixs) (i) Investments by the Borrower Holdings or any Restricted Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount not to exceed the sum greater of (A) $100,000,000 and 25% of Consolidated EBITDA for the most recently ended Test Period and (Bii) an amount equal other Investments; provided that (x) no Event of Default has occurred and is continuing or would result therefrom and (y) immediately after giving effect to any returns (including dividendssuch Investment on a Pro Forma Basis, interest, distributions, returns of principal and profits on sale) actually theretofore received in cash in respect of any such investment, loan or advance (which amount shall the Total Net Leverage Ratio does not exceed the amount of such Investment valued at cost at the time such Investment was made); and4.75:1.00, (xxt) Investments, loans and advances by the Borrower Holdings or any Restricted Subsidiary to any Captive Insurance Subsidiary in an amount equal to (A) the capital required under the applicable laws or regulations of the jurisdiction in which such Captive Insurance Subsidiary is formed or determined by independent actuaries as prudent and necessary capital to operate such Captive Insurance Subsidiary plus (B) any reasonable general corporate and overhead expenses of such Captive Insurance Subsidiary, (u) any Investment solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Borrower or Holdings (or any other direct or indirect parent company of the Borrower), (v) Investments in prepaid expenses, negotiable instruments held for collection and lease, utility and workers compensation, performance and similar deposits entered into as a result of the operations of the business in the ordinary course of business, and (w) Investments in Unrestricted Subsidiaries in an amount not to exceed the greater of $100,000,000 and 25% of Consolidated EBITDA for the most recently ended Test Period. For purposes of covenant compliance, the amount of any Investment outstanding at any time shall be the original cost of such Investment (without adjustment for any increases or decreases in the value of such Investments), reduced by (except in the case of any Investments made using the Available Amount pursuant to Section 6.04(r) and returns which are included in the Available Amount pursuant to the definition thereof) any dividend, distribution, interest payment, return of capital, repayment or other amount received in cash by Holdings or a Restricted Subsidiary in respect of such Investment.

Investments, Loans, Advances, Guarantees and Acquisitions. Neither Holdings nor the The Borrower willwill not, nor and will they not permit any Subsidiary of the Subsidiaries to, purchase purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Equity Interests in or capital 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, Guarantee make or permit to exist any Guarantees of any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactionstransactions (including pursuant to any merger)) any assets of any other Person constituting a business unit (collectivelyunit, “Investments”)or purchase or otherwise enter into or become party to any derivative transaction, except: (i) Permitted Acquisitions; (iia) Permitted Investments; (iiib) Investments investments existing on the Agreement Date and set forth on Schedule 6.04in Schedules 4.12 and 7.4; (ivc) Investments by Holdings in the Borrower and investments made by the Borrower and in the Subsidiaries in Equity Interests of any Subsidiary Guarantor and made by any Subsidiary Guarantor in their respective Subsidiaries, provided that (A) any such the Equity Interests held by a Loan Party shall be pledged pursuant to the Collateral Agreement (subject to the limitations applicable to common stock of a Foreign any other Subsidiary referred to in the definition of “Collateral and Guarantee Requirement”) and (B) the aggregate amount of investments (other than investments set forth on Schedule 6.04) by Loan Parties in Subsidiaries that are not Loan Parties (together with outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v) and outstanding Guarantees permitted to be incurred under clause (B) to the proviso to Section 6.04(vi)) shall not exceed $15,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs)Guarantor; (vd) loans or advances made by (i) the Borrower to any Subsidiary and made by (other than VPDI) or (ii) any Subsidiary to the Borrower or any another Subsidiary (other Subsidiarythan VPDI), provided that (A) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement and (B) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(iv) and outstanding Guarantees permitted under clause (B) to the proviso to Section 6.04(vi)) shall not exceed $15,000,000 at any time outstanding (in each case determined without regard subject to any write-downs or write-offsthe limitations set forth in Section 7.1(a)(v); (vie) acquisitions made by the Borrower from any Subsidiary Guarantor and made by any Subsidiary Guarantor from the Borrower or any other Subsidiary Guarantor; (f) Guarantees constituting Indebtedness permitted by Section 6.01, provided that (and without limiting the foregoing) the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(iv) and outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v)) shall not exceed $15,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs7.1(a); (viig) receivables or Hedging Agreements permitted by Section 7.7; and (h) other trade payables owing to acquisitions and investments made by the Borrower or any Subsidiary if Guarantor on and subject to the following terms and conditions: (i) immediately before and after giving effect thereto, no Default shall have occurred and be continuing, (ii) each such investment shall consist of the investment of seed capital in a newly created Virtus Fund, (iii) each such acquisition or acquired in investment, as the ordinary course of business consistent with past practice case may be, and payable or dischargeable all transactions related thereto shall be consummated in accordance with customary trade termsall applicable laws, provided that ordinances, rules, regulations and requirements of all Governmental Authorities, (iv) the Borrower shall have delivered evidence reasonably satisfactory to the Administrative Agent that, after giving effect to each such trade terms may include such concessionary trade terms acquisition or investment, as the case may be, and, if applicable, the making of a Revolving Loan, the Borrower and its Subsidiaries are in pro forma compliance with all covenants thereof under the Loan Documents, (v) neither the Borrower nor any Subsidiary shall, in connection with any such acquisition, assume or remain liable with respect to any Indebtedness (except Indebtedness which otherwise would be permitted pursuant to Section 7.1(a) or any material tax or ERISA liability of the related seller, except trade obligations of such Subsidiary deems reasonable under the circumstances; (viii) Investments consisting of Equity Interests, obligations, securities or other property received in settlement of delinquent accounts of and disputes with customers and suppliers seller incurred in the ordinary course of business and owing necessary or desirable to the Borrower continued operation of the underlying properties, and any other such liabilities or any Subsidiary obligations not permitted to be assumed or in satisfaction of judgments; (ix) Investments otherwise supported by the Borrower or any Subsidiary hereunder shall be paid in payrollfull or released as to the assets being so acquired on or before the consummation of such acquisition, (vi) all other assets and properties acquired in connection with any such acquisition shall be free and clear of any Liens, travel and similar advances other than Liens expressly permitted under Section 7.2, (vii) not later than ten (10) Business Days (or such shorter period as may be reasonably practicable, if approved by the Administrative Agent) prior to cover matters that are expected at the consummation of any such acquisition, the Borrower shall have delivered to the Administrative Agent draft copies of all proposed acquisition agreements for such acquisition, together with all schedules thereto (followed by fully executed acquisition agreements within five (5) Business Days after the closing of such acquisition), (viii) as soon as possible but in any event within the time of such advances ultimately to be treated as expenses for accounting purposes and that are made periods set forth in the ordinary course applicable provisions of business;Section 6.12, the Borrower shall have complied with the provisions of Sections 6.12 and 6.13 with respect to each such acquisition or investment, as the case may be, (ix) in connection with each such acquisition, the Administrative Agent shall have received such opinions of counsel from counsel to the Loan Parties as it shall request, each of which shall be in form and substance satisfactory to the Administrative Agent, (x) loans or advances by the Borrower or any Subsidiary to employees and other individual service providers made in the ordinary course of business (including travel, entertainment and relocation expenses) of the Borrower or any Subsidiary not exceeding $2,500,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances); (xi) Investments in the form of Swap Agreements permitted by Section 6.07; (xii) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiii) Investments received in connection with the dispositions of assets permitted by Section 6.05; (xiv) Investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (xv) Investments in Permitted Joint Ventures; provided that, if at the time of any such Investment pursuant to this Section 6.04(xv), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Joint Ventures (together with the aggregate amount of Investments in Permitted Real Estate Joint Ventures permitted under Section 6.04(xvi)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (xvi) Investments in Permitted Real Estate Joint Ventures; provided that, if at the time of any such Investment pursuant to this Section 6.04(xvi), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Real Estate Joint Ventures (together with the aggregate amount of Investments in Permitted Joint Ventures permitted under Section 6.04(xv)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (xvii) payments, loans, advances to, and investments in, Consolidated Practices in the ordinary course of business and consistent with past practice in satisfaction of their obligations under any management services agreements; (xviii) Investments consideration paid by the Borrower or any Subsidiary (including Investments the maximum amount payable in Permitted Joint Venturesrespect of contingent payment, earn out and similar obligations) in an connection with all such acquisitions shall not, when aggregated with the aggregate amount, as valued at cost at the time each such Investment is made and including all related commitments for future advances, not exceeding the Available Amount immediately prior to the time of the making of any such Investment; (xix) Investments consideration paid by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) connection with all investments permitted by Section 7.4(h)(xi)(1), exceed $5,000,000 in an aggregate amount not to exceed the sum of (A) $100,000,000 and (B) an amount equal to any returns (including dividendsfour consecutive fiscal quarters, interest, distributions, returns of principal and profits on sale) actually theretofore received in cash in respect of any such investment, loan or advance (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); and (xxxi) Investments, loans and advances the aggregate consideration paid by the Borrower or any Subsidiary to in connection with all such investments shall not exceed the sum of: (i) when aggregated with the aggregate consideration paid by the Borrower or any Insurance Subsidiary in an amount equal to connection with all acquisitions permitted by Section 7.4(h)(x), $5,000,000 in any four consecutive fiscal quarters, plus (Aii) the capital required under the applicable laws or regulations of the jurisdiction in which such Insurance Subsidiary is formed or determined by independent actuaries as prudent and necessary capital to operate such Insurance Subsidiary plus (B) any reasonable general corporate and overhead expenses of such Insurance SubsidiaryVirtus General Fund Proceeds.

Investments, Loans, Advances, Guarantees and Acquisitions. Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any Subsidiary to, purchase form any subsidiary after the Effective Date, or purchase, hold or acquire (including pursuant to any merger or consolidation with any Person that was not a wholly Loan Party and a wholly-owned Subsidiary prior to such mergermerger or consolidation) any Equity Interests in or 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, Guarantee any obligations of, or make or permit to exist any investment 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 (collectivelywhether through purchase of assets, “Investments”merger or otherwise), except: (ia) cash and Permitted AcquisitionsInvestments, plus any investments in an amount not to exceed $5,000,000 in the aggregate, which would otherwise constitute Permitted Investments under clause (c) of the definition thereof but-for the requirement that any such investment be issued, guaranteed or offered by, or placed with a domestic office of any commercial bank organized under the laws of the U.S. or any state thereof which has a combined capital and surplus and undivided profits of not less than $500,000,000; (iib) Permitted Investments; (iii) Investments set forth investments in existence on the date hereof and described in Schedule 6.04; (ivc) Investments by Holdings in the Borrower and investments made by the Borrower and the Subsidiaries in Equity Interests in their respective Subsidiaries, provided that (Ai) any such Equity Interests held by a Loan Party (other than Excluded Assets) shall be pledged pursuant to the Collateral Agreement Security Agreement, (subject to the limitations applicable to common stock of a Foreign Subsidiary referred to in the definition of “Collateral and Guarantee Requirement”) and (Bii) the aggregate outstanding amount of investments (other than investments set forth on Schedule 6.04) by Loan Parties in Subsidiaries that are not Loan Parties (together with outstanding intercompany loans permitted under clause (Bii) to of the proviso to Section 6.04(v6.04(d) and outstanding principal amount of Indebtedness subject to Guarantees permitted to be incurred under clause (B) to the proviso to Section 6.04(vi6.04(e)) shall not exceed $15,000,000 at (or such greater amount as agreed by the Administrative Agent in its sole discretion) in any time outstanding fiscal year of the Borrower (in each case determined without regard to any write-downs or write-offs)) and (iii) no Event of Default exists and is continuing if such investment is by a Loan Party in a Subsidiary that is not a Loan Party; (vd) loans or advances made by the Borrower any Loan Party to any Subsidiary and made by any Subsidiary to the Borrower a Loan Party or any other Subsidiary, provided that (Ai) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement and Security Agreement, (Bii) the outstanding amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties (together with outstanding investments permitted under clause (Bii) to of the proviso to Section 6.04(iv6.04(c) and the outstanding principal amount of Indebtedness subject to Guarantees permitted under clause (B) to the proviso to Section 6.04(vi6.04(e)) shall not exceed $15,000,000 at (or such greater amount as agreed by the Administrative Agent in its sole discretion) in any time outstanding fiscal year of the Borrower (in each case determined without regard to any write-downs or write-offs)) and (iii) no Event of Default exists and is continuing if such investment is by a Loan Party in a Subsidiary that is not a Loan Party; (vie) Guarantees constituting Indebtedness Guarantee Obligations permitted by Section 6.01, 6.01 and Guarantee Obligations of obligations not constituting Indebtedness in the ordinary course of business; provided that (and without limiting the foregoingi) the aggregate outstanding principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party (together with outstanding investments permitted under clause (Bii) to of the proviso to Section 6.04(iv6.04(c) and outstanding intercompany loans permitted under clause (Bii) to of the proviso to Section 6.04(v6.04(d)) shall not exceed $15,000,000 at (or such greater amount as agreed by the Administrative Agent in its sole discretion) in any time outstanding fiscal year of the Borrower (in each case determined without regard to any write-downs or write-offs)) and (ii) no Event of Default exists and is continuing if such investment is by a Loan Party in a Subsidiary that is not a Loan Party; (viif) receivables or other trade payables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business consistent with past practice 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 such Subsidiary deems reasonable under the circumstances; (viii) Investments investments consisting of Equity Interests, obligations, securities or (i) travel advances and employee relocation loans and other property received in settlement of delinquent accounts of employee loans and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business, and (ii) non-cash loans to employees, officers or directors relating to the purchase of equity securities of the Borrower and its Subsidiaries pursuant to employee stock purchase plans or agreements approved by the Borrower’s board of directors; (xg) loans notes payable, or advances stock or other securities issued by the Borrower or any Subsidiary Account Debtors to employees and other individual service providers made a Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business (including travelbusiness, entertainment and relocation expenses) of the Borrower or any Subsidiary not exceeding $2,500,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances)consistent with past practices; (xih) Investments investments in the form of Swap Agreements permitted by Section 6.07; (xiii) Investments investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries Subsidiary (including in connection with a Permitted Acquisition) ), so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiiij) Investments investments received in connection with the dispositions Disposition of assets permitted by Section 6.05; (xivk) Investments investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (xvl) Investments in Permitted Joint Ventures; provided that, if at the time of any such Investment pursuant to this Section 6.04(xv), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Joint Ventures (together with the aggregate amount of Investments in Permitted Real Estate Joint Ventures permitted under Section 6.04(xvi)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made)Acquisitions; (xvim) Investments investments received in Permitted Real Estate Joint Ventures; provided that, if at settlement of amounts due to any Loan Party or Subsidiary effected in the time ordinary course of business or owing to such Loan Party or Subsidiary as a result of insolvency proceedings involving an Account Debtor or upon the foreclosure or enforcement of any such Investment pursuant to this Section 6.04(xvi), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments Lien in Permitted Real Estate Joint Ventures (together with the aggregate amount of Investments in Permitted Joint Ventures permitted under Section 6.04(xv)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount favor of such Investment valued at cost at the time such Investment was made)Loan Party or Subsidiary; (xviin) paymentsthe licensing or contribution of intellectual property pursuant to joint marketing or joint venture arrangements with other Persons in the ordinary course of business; (o) deposits made to secure the performance of leases, loans, advances to, and investments in, Consolidated Practices licenses or contracts in the ordinary course of business and other deposits made in connection with the insurance of Liens permitted by Section 6.02; (p) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 6.05, to the extent not exceeding the limits specified therein with respect to the receipt of non-cash consideration in connection with such Dispositions; (q) investments in the ordinary course of business consisting of endorsements of negotiable instruments for collection or deposit; (r) extensions of trade credit to customers in the ordinary course of business consistent with past practice in satisfaction of their obligations under any management services agreementspractice; (xviiis) Investments so long as no Event of Default exists immediately after giving effect to such investment, in addition to investments otherwise expressly permitted by the Borrower or this Section 6.04, any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount, as valued at cost at the time each such Investment is made and including all related commitments for future advances, not exceeding the Available Amount immediately prior to the time of the making of any such Investment; (xix) Investments by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) investments in an aggregate amount not to exceed $5,000,000 in any fiscal year of the sum Borrower; (t) so long as no Event of (A) $100,000,000 and (B) an amount equal Default exists immediately after giving effect to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually theretofore received in cash in respect of any such investment, loan investments in joint ventures, corporate collaborations, or advance (which strategic alliances; provided that, the aggregate amount of all such investments made in cash shall not exceed exceed, together with investments permitted by Section 6.04(u), $15,000,000 in any fiscal year of the amount Borrower; (u) so long as no Event of Default exists immediately after giving effect to such Investment valued at cost at investment, minority equity investments in companies in a similar line of business with non-U.S. operations in amounts not to exceed, together with Investments permitted by Section 6.04(t), $15,000,000 in any fiscal year of the time such Investment was made)Borrower; and (xx) Investments, loans and advances by the Borrower or any Subsidiary to any Insurance Subsidiary in an amount equal to (Av) the capital required under the applicable laws or regulations formation and/or capitalization of the jurisdiction in which a new Subsidiary so long as such Insurance Loan Party and Subsidiary comply with Section 5.13, and so long as any such capitalization is formed or determined otherwise permitted by independent actuaries as prudent and necessary capital to operate such Insurance Subsidiary plus (B) any reasonable general corporate and overhead expenses of such Insurance Subsidiarythis Section 6.04.

Investments, Loans, Advances, Guarantees and Acquisitions. Neither Holdings nor the Borrower will, nor will they permit any Restricted Subsidiary or Intermediate Parent to, purchase make or acquire (including pursuant to hold any merger with any Person that was not a wholly owned Subsidiary prior to such merger) 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, make any loans or advances to, Guarantee any obligations of, or make any investment 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 (collectively, “Investments”)Investment, except: (i) Permitted Acquisitions; (iia) Permitted Investments; (iii) Investments set forth on Schedule 6.04; (iv) Investments by Holdings in the Borrower and by the Borrower and the Subsidiaries in Equity Interests in their respective Subsidiaries, provided that (A) any such Equity Interests held by a Loan Party shall be pledged pursuant to the Collateral Agreement (subject to the limitations applicable to common stock of a Foreign Subsidiary referred to in the definition of “Collateral and Guarantee Requirement”) and (B) the aggregate amount of investments (other than investments set forth on Schedule 6.04) by Loan Parties in Subsidiaries that are not Loan Parties (together with outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v) and outstanding Guarantees permitted to be incurred under clause (B) to the proviso to Section 6.04(vi)) shall not exceed $15,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (vb) loans or advances made by to officers, directors and employees of Holdings, the Borrower to any Subsidiary and made by any Subsidiary to the Borrower its Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of Holdings (or any other Subsidiary, direct or indirect parent thereof or any Employee Holding Vehicle) (provided that (A) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement and (B) the amount of such loans and advances made in cash to such Person shall be contributed to the Borrower in cash as common equity or Qualified Equity Interests) and (iii) for purposes not described in the foregoing clauses (i) and (ii), in an aggregate principal amount outstanding at any time not to exceed $5,000,000; (c) Investments (i) by Holdings, the Borrower or any Restricted Subsidiary in any Loan Party (excluding any new Restricted Subsidiary that becomes a Loan Party pursuant to such Investment), (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is also not a Loan Party, (iii) by Holdings or any Restricted Subsidiary (A) in any Restricted Subsidiary, provided that at the time such Investment is made in a Restricted Subsidiary that is not a Loan Party, the aggregate outstanding amount of such Investments made by Loan Parties to in Restricted Subsidiaries that are not Loan Parties in reliance on this clause (iii)(A), together with the aggregate outstanding investments permitted under clause amount of Investments made pursuant to Section 6.04(m) (including any such Investments deemed to have been made pursuant to Section 6.13), in each case, after the Closing Date, shall not exceed the Non-Loan Party Investment Amount at such time, (B) to in any Regulated Subsidiary in the proviso to Section 6.04(iv) form of short-term intercompany advances and outstanding Guarantees permitted under clause (B) to the proviso to Section 6.04(vi)) shall not exceed $15,000,000 at any time outstanding (Indebtedness, in each case determined without regard made in the ordinary course of business to provide for working capital and other operational requirements of such Regulated Subsidiary, (C) in any write-downs or write-offs); Restricted Subsidiary that is not a Loan Party, constituting an exchange of Equity Interests of such Restricted Subsidiary for Indebtedness of such Subsidiary, (viD) constituting Guarantees constituting Indebtedness permitted by Section 6.01, provided that (and without limiting the foregoing) the aggregate principal amount of Indebtedness or other monetary obligations of Restricted Subsidiaries that are not Loan Parties that is Guaranteed by owing to any Loan Party or (together with outstanding investments E) constituting unsecured Guarantees of Trading Debt to the extent such Guarantees are permitted under clause Section 6.01(a)(iii), (Biv) to the proviso to Section 6.04(iv) and outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v)) shall not exceed $15,000,000 at by Holdings, any time outstanding (in each case determined without regard to any write-downs or write-offs); (vii) receivables or other trade payables owing to Intermediate Parent, the Borrower or any Restricted Subsidiary if created or acquired in Restricted Subsidiaries that are not Loan Parties so long as such Investment is part of a series of simultaneous transactions that result in the ordinary course proceeds of business consistent with past practice the initial transaction being invested in one or more Loan Parties or, if the proceeds were initially held by a non-Loan Party, in a Restricted Subsidiary that is not a Loan Party and payable or dischargeable in accordance with customary trade terms(v) by Holdings, provided that such trade terms may include such concessionary trade terms as the Borrower or any such Restricted Subsidiary deems reasonable under in any Restricted Subsidiary that is not a Loan Party, consisting of the circumstancescontribution of Equity Interests of any other Restricted Subsidiary that is not a Loan Party so long as the Equity Interests of the transferee Restricted Subsidiary is pledged to secure the Secured Obligations; (viiid) Investments consisting of Equity Interests, obligations, securities or other property received in settlement extensions of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made trade credit in the ordinary course of business; (xe) loans Investments (i) existing or advances contemplated on the Closing Date and set forth on Schedule 6.04(e) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) existing on the Closing Date by Holdings, the Borrower or any Restricted Subsidiary to employees and other individual service providers made in the ordinary course of business (including travel, entertainment and relocation expenses) of the Borrower or any Restricted Subsidiary and any modification, renewal or extension thereof; provided that in each case the amount of the original Investment is not exceeding $2,500,000 in increased except by the aggregate at any time outstanding (determined without regard to any write-downs or write-offs terms of such loans Investment to the extent as set forth on Schedule 6.04(e) or advances)as otherwise permitted by this Section 6.04; (xif) Investments in the form of Swap Agreements permitted by under Section 6.07; (xiig) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiii) Investments promissory notes and other non-cash consideration received in connection with the dispositions of assets Dispositions permitted by Section 6.05; (xivh) Investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (xv) Investments in Permitted Joint VenturesAcquisitions; provided that, if at the time of any such Investment pursuant to this Section 6.04(xv), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, that the aggregate outstanding amount of Investments made by Loan Parties after the Closing Date by Holdings, any Intermediate Parent, the Borrower or any other Loan Party (including any Indebtedness incurred by any such Person to finance any portion of such consideration) in Permitted Joint Ventures reliance on this Section 6.04(h) (together with any Investments made in Subsidiaries that are not Loan Parties pursuant to Section 6.04(c)(iii)(A), Investments deemed to be made pursuant to Section 6.13 and the aggregate amount of Investments and acquisitions made pursuant to Section 6.04(m), in each case, after the Closing Date) for Permitted Real Estate Joint Ventures permitted under Section 6.04(xvi)Acquisitions (including the aggregate principal amount of all Indebtedness assumed in connection with Permitted Acquisitions) of any Restricted Subsidiary (other than a Regulated Subsidiary) that shall not exceed $250,000,000 outstanding at any time plus an amount equal be or, after giving effect to any returns (including dividendssuch Permitted Acquisition, interestshall not become, distributionsa Loan Party, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of Non-Loan Party Investment Amount at such Investment valued at cost at the time such Investment was made)time; (xvii) Investments in Permitted Real Estate Joint Ventures; provided that, if at the time of any such Investment pursuant to this Section 6.04(xvi), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Real Estate Joint Ventures (together with the aggregate amount of Investments in Permitted Joint Ventures permitted under Section 6.04(xv)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (xvii) payments, loans, advances to, and investments in, Consolidated Practices in the ordinary course of business consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit and Uniform Commercial Code Article 4 customary trade arrangements with customers consistent with past practice in satisfaction of their obligations under any management services agreementspractices; (xviiij) Investments by (including debt obligations and Equity Interests) received in connection with the Borrower bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (k) loans and advances to Holdings (or any Subsidiary direct or indirect parent thereof) or any Intermediate Parent in lieu of, and not in excess of the amount of (including after giving effect to any other loans, advances or Restricted Payments in respect thereof), Restricted Payments to the extent permitted to be made to Holdings (or such parent) in accordance with Section 6.08(a)(iv), (v), (vi), (vii) or (viii); (l) additional Investments and acquisitions so long as (i) immediately after giving effect to any such Investment or acquisition no Event of Default shall have occurred and be continuing and (ii) after giving to such Investment or acquisition, the Total Leverage Ratio calculated on a Pro Forma Basis as of the end of the most recent Test Period for which financial statements are available is less than or equal to 1.75 to 1.00; (m) additional Investments in Permitted Joint VenturesRestricted Subsidiaries that are not Loan Parties and in Unrestricted Subsidiaries so long as (i) in an aggregate amountimmediately after giving effect to any such Investment or acquisition, as valued at cost no Event of Default shall have occurred and be continuing and (ii) at the time each any such Investment is made, the aggregate outstanding amount of Investments made after the Closing Date in reliance on this clause (m) (including any such Investments deemed to have been made pursuant to Section 6.13), together with the aggregate outstanding amount of Investments made after the Closing Date in Subsidiaries that are not Loan Parties pursuant to Section 6.04(c)(iii)(A), shall not exceed the Non-Loan Party Investment Amount at such time; (n) other Investments in an amount not exceed (i) the greater of $225,000,000 and including all related commitments 30% of Consolidated EBITDA for future advancesthe most recently ended Test Period for which financial statements are available, not exceeding plus (ii) the Available Amount immediately prior to Cumulative Credit at the time of the making of any such Investment; (xixo) advances of payroll payments to employees in the ordinary course of business; (p) Investments by and other acquisitions to the extent that payment for such Investments is made solely with Qualified Equity Interests (excluding Cure Amounts) of Holdings (or any direct or indirect parent thereof); (q) Investments of a Subsidiary acquired after the Closing Date or of a Person merged or consolidated with any Subsidiary in accordance with this Section and Section 6.03 after the Closing Date (other than existing Investments in subsidiaries of such Subsidiary or Person, which must comply with the requirements of Section 6.04(h) or 6.04(m)) to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation; (r) Investments made or acquired in the ordinary course trading activities of the Borrower or any Subsidiary and its Restricted Subsidiaries; (including s) non-cash Investments in Permitted Joint Ventures) in an aggregate amount not to exceed the sum of (A) $100,000,000 connection with tax planning and (B) an amount equal reorganization activities; provided that after giving effect to any returns such activities, the security interests of the Lenders in the Collateral, taken as a whole, would not be materially impaired; (including dividendst) to the extent constituting Investments, interestany purchase, distributionsacquisition, returns license or lease of principal and profits on saleIntellectual Property in each case in the ordinary course of business; (u) actually theretofore received Investments in cash in respect any Foreign Subsidiary made for the purposes of providing such Foreign Subsidiary the necessary capital to comply with any such investment, loan capital or advance (which margin requirements of a Regulatory Supervisory Organization; provided that the aggregate outstanding amount of Investments made pursuant to this clause shall not exceed $25,000,000 at any time; (v) Investments as a result of the Transactions, including, without limitation, Investments of a Subsidiary acquired in the Acquisition to the extent that such Investments are in existence on the Closing Date; (w) Investments in Joint Ventures in an amount not exceed the greater of such Investment valued at cost at $190,000,000 and 25% of Consolidated EBITDA for the time such Investment was made)most recently ended Test Period for which financial statements are available; and (xxx) InvestmentsInvestments in market structure companies, loans including securities exchanges, venues and advances by clearing firms, in the Borrower or ordinary course of business; provided that the aggregate amount of Investments at any Subsidiary to one time outstanding under this clause (u) in any Insurance Subsidiary in an amount equal to (A) the capital required under the applicable laws or regulations of the jurisdiction in which such Insurance Subsidiary is formed or determined by independent actuaries as prudent and necessary capital to operate such Insurance Subsidiary plus (B) any reasonable general corporate and overhead expenses of such Insurance Subsidiarymarket structure company shall not exceed $25,000,000.

Investments, Loans, Advances, Guarantees and Acquisitions. Neither Holdings nor the The Borrower willwill not, nor and will they not permit any Subsidiary to, purchase purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to before such merger) any Equity Interests Interest in or evidences evidence of indebtedness or other securities security (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans loan or advances advance to, Guarantee any obligations obligation of, or make or permit to exist any investment 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 (collectively, “Investments”)unit, except: (i) Permitted AcquisitionsInvestments; (ii) Permitted Investments;investments existing on the date hereof or made pursuant to agreements in effect on the date hereof and listed on Schedule 6.04; 70 76 (iii) Investments set forth on Schedule 6.04; (iv) Investments by Holdings in the Borrower and investments by the Borrower and the its Subsidiaries in Equity Interests in Persons that are their respective Subsidiaries, Subsidiaries immediately prior to the date of any such investment; provided that (Ai) any such Equity Interests Interest held by a Loan Credit Party shall be pledged pursuant to the Collateral Security Agreement as required to satisfy clause (subject to the limitations applicable to common stock b) of a Foreign Subsidiary referred to in the definition of “"Collateral and Guarantee Requirement”) " and (Bii) the aggregate amount of investments (other than investments set forth on Schedule 6.04) by Loan Credit Parties in in, and loans and advances by Credit Parties to, and Guarantees by Credit Parties of Debt of, Subsidiaries that are not Loan Credit Parties (together with outstanding intercompany loans permitted under clause (B) to including all such investments, loans, advances and Guarantees existing on the proviso to Section 6.04(v) and outstanding Guarantees permitted to be incurred under clause (B) to the proviso to Section 6.04(vi)Effective Date) shall not exceed $15,000,000 1,000,000 at any time outstanding outstanding; (in each case determined without regard iv) loans or advances made by the Borrower to any write-downs Subsidiary or write-offs)made by any Subsidiary to the Borrower or any other Subsidiary; provided that the amount of such loans and advances made by Credit Parties to Subsidiaries that are not Credit Parties shall be subject to the limitation set forth in clause (iii) above; (v) loans or advances made by the Borrower to any Subsidiary officers and made by any Subsidiary employees in an aggregate principal amount not to the Borrower or any other Subsidiary, provided that (A) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement and (B) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(iv) and outstanding Guarantees permitted under clause (B) to the proviso to Section 6.04(vi)) shall not exceed $15,000,000 500,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs)time; (vi) Guarantees constituting Indebtedness Debt permitted by Section 6.01, provided that (and without limiting the foregoing) the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(iv) and outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v)) shall not exceed $15,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs);; and (vii) receivables or other trade payables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business consistent with past practice 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 such Subsidiary deems reasonable under the circumstances; (viii) Investments consisting of Equity Interests, obligations, securities or other property investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts of and disputes with with, customers and suppliers suppliers, in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made each case in the ordinary course of business; (x) loans or advances by the Borrower or any Subsidiary to employees and other individual service providers made in the ordinary course of business (including travel, entertainment and relocation expenses) of the Borrower or any Subsidiary not exceeding $2,500,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances); (xi) Investments in the form of Swap Agreements permitted by Section 6.07; (xii) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiii) Investments received in connection with the dispositions of assets permitted by Section 6.05; (xiv) Investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (xv) Investments in Permitted Joint Ventures; provided that, if at the time of any such Investment pursuant to this Section 6.04(xv), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Joint Ventures (together with the aggregate amount of Investments in Permitted Real Estate Joint Ventures permitted under Section 6.04(xvi)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (xvi) Investments in Permitted Real Estate Joint Ventures; provided that, if at the time of any such Investment pursuant to this Section 6.04(xvi), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Real Estate Joint Ventures (together with the aggregate amount of Investments in Permitted Joint Ventures permitted under Section 6.04(xv)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (xvii) payments, loans, advances to, and investments in, Consolidated Practices in the ordinary course of business and consistent with past practice in satisfaction of their obligations under any management services agreements; (xviii) Investments by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount, as valued at cost at the time each such Investment is made and including all related commitments for future advances, not exceeding the Available Amount immediately prior to the time of the making of any such Investment; (xix) Investments by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount not to exceed the sum of (A) $100,000,000 and (B) an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually theretofore received in cash in respect of any such investment, loan or advance (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); and (xx) Investments, loans and advances by the Borrower or any Subsidiary to any Insurance Subsidiary in an amount equal to (A) the capital required under the applicable laws or regulations of the jurisdiction in which such Insurance Subsidiary is formed or determined by independent actuaries as prudent and necessary capital to operate such Insurance Subsidiary plus (B) any reasonable general corporate and overhead expenses of such Insurance Subsidiary.

Investments, Loans, Advances, Guarantees and Acquisitions. Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any Restricted Subsidiary to, purchase purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Equity Interests in or capital 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, Guarantee any obligations of, or make or permit to exist any investment 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 (collectivelywhether through purchase of assets, “Investments”merger or otherwise), except: (i) Permitted Acquisitions; (iia) Permitted Investments; (iiib) Investments set forth investments in existence on the date of this Agreement and described in Schedule 6.04; (ivi) Investments investments by Holdings in the Borrower and (ii) investments by the Borrower and the Restricted Subsidiaries in Equity Interests in their respective Restricted Subsidiaries, ; provided that (A) any such Equity Interests held by a Loan Party shall be pledged pursuant to the Collateral Security Agreement (subject to the limitations applicable to common stock of a Foreign foreign Restricted Subsidiary referred to in the definition of “Collateral and Guarantee Requirement”Section 5.13) and (B) the aggregate amount of investments (other than investments set forth on Schedule 6.04) by Loan Parties in Restricted Subsidiaries that are not Loan Parties (together with outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v) and 6.04(d), outstanding Guarantees permitted to be incurred under clause (B) to the proviso to Section 6.04(vi6.04(e), investments permitted under clause (i) of Section 6.04 and investments permitted under clause (j) of Section 6.04) shall not exceed $15,000,000 10,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (vd) loans or advances made by the Borrower to any Restricted Subsidiary and made by any Restricted Subsidiary to the Borrower or any other Restricted Subsidiary, ; provided that (A) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Security Agreement and (B) the amount of such loans and advances made by Loan Parties to Restricted Subsidiaries that are not Loan Parties (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(iv) and 6.04(c), outstanding Guarantees permitted under clause (B) to the proviso to Section 6.04(vi6.04(e), investments permitted under clause (i) of Section 6.04 and investments permitted under clause (j) of Section 6.04(c)) shall not exceed $15,000,000 10,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (vie) Guarantees constituting Indebtedness permitted by Section 6.01, ; provided that (and without limiting the foregoing) the aggregate principal amount of Indebtedness of Restricted Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(iv) and 6.04(c), outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v6.04(d), investments permitted under clause (i) of Section 6.04 and investments permitted under clause (j) of Section 6.04) shall not exceed $15,000,000 10,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (viif) receivables loans or other trade payables owing advances made by a Loan Party to the Borrower or any Subsidiary if created or acquired its employees on an arms-length basis in the ordinary course of business consistent with past practice practices (including for travel and payable or dischargeable in accordance with customary trade termsentertainment expenses, provided that such trade terms may include such concessionary trade terms relocation costs and similar purposes) up to a maximum aggregate amount of $5,000,000 for the Loan Parties taken as the Borrower or any such Subsidiary deems reasonable under the circumstancesa whole; (viiig) Investments consisting (i) extensions of Equity Interests, obligations, securities or other property received in settlement of delinquent accounts of and disputes with customers and suppliers trade credit in the ordinary course of business and owing (ii) subject to Sections 4.2(a) and 4.4 of the Borrower Security Agreement, notes payable, or any Subsidiary stock or in satisfaction of judgments; (ix) Investments other securities issued by the Borrower or any Subsidiary in payroll, travel and similar advances Account Debtors to cover matters that are expected at the time a Loan Party pursuant to negotiated agreements with respect to settlement of such advances ultimately to be treated as expenses for accounting purposes Account Debtor’s Accounts and that are made Credit Card Account Receivable in the ordinary course of business, consistent with past practices; (xh) loans or advances by the Borrower or any Subsidiary to employees and other individual service providers made in the ordinary course of business (including travel, entertainment and relocation expenses) of the Borrower or any Subsidiary not exceeding $2,500,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances); (xi) Investments investments in the form of Swap Agreements permitted by Section 6.07; (xiii) Investments investments of any Person existing at the time such Person becomes a Restricted Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Restricted Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Restricted Subsidiary or of such consolidation merger; provided that the amount of such investments (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(c), outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(d), outstanding Guarantees permitted under the proviso to Section 6.04(e) and outstanding investments permitted under clause (j) of Section 6.04) shall not exceed $10,000,000 at any time outstanding (in each case determined without regard to any write-downs or mergerwrite-offs); (xiiij) Investments investments received in connection with the dispositions of assets permitted by Section 6.05;; provided that the amount of such investments (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(c), outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(d), outstanding Guarantees permitted under the proviso to Section 6.04(e) and outstanding investments permitted under clause (i) of Section 6.04) shall not exceed $10,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); and (xivk) Investments investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (xvl) Investments any customary “bad acts” guarantee issued by any Loan Party in Permitted Joint Venturesconnection with Indebtedness in respect of any Real Property owned by the Unrestricted Subsidiary; (m) the purchase or other acquisition by the Borrower or any of its Restricted Subsidiaries of all of the Equity Interests in any Person that upon consummation thereof will be wholly owned, directly or indirectly, by the Borrower (including as a result of a merger or consolidation), or the purchase or other acquisition by the Borrower or any of its Restricted Subsidiaries of all or substantially all of the property and assets of any Person or a division or business unit of any Person; provided thatthat (i) the lines of business of the Person to be (or the property and assets of which are to be) so purchased or otherwise acquired shall be substantially the same lines of business as those of the Borrower and its Restricted Subsidiaries or reasonably related thereto, if at (ii) the time total cash consideration paid by or on behalf of the Borrower and its Restricted Subsidiaries for any such Investment purchase or acquisition, when aggregated with the total cash consideration paid by or on behalf of the Borrower and its Restricted Subsidiaries for all other purchases and acquisitions made pursuant to this Section 6.04(xv6.04(m), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Joint Ventures (together with the aggregate amount of Investments in Permitted Real Estate Joint Ventures permitted under Section 6.04(xvi)) shall not exceed $250,000,000 outstanding 50,000,000, (iii) immediately before and immediately after giving pro forma effect to any such purchase or acquisition, no Event of Default shall have occurred and be continuing, (iv) immediately after giving pro forma effect to any such purchase or acquisition, the Borrower shall be in compliance with Section 6.16, and (v) at least five Business Days prior to the date upon which any time such purchase or acquisition is to be consummated, the Borrower shall have delivered to the ABL Administrative Agent a certificate of a Financial Officer certifying that all the requirements set forth in this Section 6.04(m) have been satisfied or will be satisfied on or prior to the consummation of such purchase or acquisition; (n) investments made with the proceeds of equity issuances; (o) in addition to investments, loans and advances otherwise expressly permitted pursuant to this Section 6.04, investments, loans and advances by the Borrower or any of its Restricted Subsidiaries in an aggregate amount (valued at cost) not to exceed during the term of this Agreement $2,000,000 plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) capital actually received in cash in respect of any such Investments investments (which amount shall not exceed the amount of such Investment investment valued at cost at the time such Investment investment was made); (xvip) Investments in Permitted Real Estate Joint Venturesany investment not otherwise permitted by this Section 6.04; provided thatthat (i) no Event of Default exists or would arise therefrom and (ii) the ABL Administrative Agent has determined that the actual average monthly Availability, calculated after giving pro forma effect to the proposed investment as if made on the first day of such six (6) month period, during the six (6) months prior to such investment, and at the time of any and immediately after making such Investment pursuant investment (calculated after giving pro forma effect to this Section 6.04(xvithe proposed investment), on a Pro Forma Basis, the Secured Leverage Ratio is greater than twenty percent (20%) of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Real Estate Joint Ventures (together with the aggregate amount of Investments in Permitted Joint Ventures permitted under Section 6.04(xv)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (xvii) payments, loans, advances to, and investments in, Consolidated Practices in the ordinary course of business and consistent with past practice in satisfaction of their obligations under any management services agreements; (xviii) Investments by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount, as valued at cost at the time each such Investment is made and including all related commitments for future advances, not exceeding the Available Amount immediately prior to the time of the making of any such Investment; (xix) Investments by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount not to exceed the sum of (A) $100,000,000 and (B) an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually theretofore received in cash in respect of any such investment, loan or advance (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); and (xx) Investments, loans and advances by the Borrower or any Subsidiary to any Insurance Subsidiary in an amount equal to (A) the capital required under the applicable laws or regulations of the jurisdiction in which such Insurance Subsidiary is formed or determined by independent actuaries as prudent and necessary capital to operate such Insurance Subsidiary plus (B) any reasonable general corporate and overhead expenses of such Insurance SubsidiaryMaximum Availability.

Investments, Loans, Advances, Guarantees and Acquisitions. Neither Holdings nor the No Borrower will, nor will they any Borrower permit any Subsidiary of its Restricted Subsidiaries to, purchase directly or indirectly, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Wholly Owned Restricted Subsidiary prior to such merger) any Equity Interests in or evidences of indebtedness 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 otherwise lend money to, Guarantee any obligations Indebtedness of, or make or permit to exist any investment or any other interest in, any other Person, or provide other credit support (including the provision of letters of credit for the account of such Person) for any Person or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit unit, line of business or division (each of the foregoing, an “Investment” and collectively, “Investments”), except: (i) cash and Permitted AcquisitionsInvestments; (ii) Permitted Investments; (iii) Investments existing on the Effective Date and set forth on Schedule 6.04; (iviii) Investments by Holdings in the Borrower and by the Borrower and the Subsidiaries in Equity Interests in their respective Subsidiaries, provided that (A) by the U.S. Borrower or any Restricted Subsidiary in any Loan Party (provided that any such Equity Interests Investment (other than any Investment permitted by clause (C) below) by the U.S. Borrower or any Domestic Restricted Subsidiary in a Non-U.S. Restricted Subsidiary after the Effective Date shall be in the form of a loan or advance and shall be evidenced by a promissory note (to the extent not evidenced by the Master Intercompany Note)), (B) by any Non-Guarantor Restricted Subsidiary in any other Non-Guarantor Restricted Subsidiary and (C) after the Effective Date by any Loan Party in any Non-Guarantor Restricted Subsidiary or in any European Loan Party; provided that the aggregate amount of such Investments pursuant to this clause (C) shall not exceed $100.0 million at any one time outstanding; and provided, further, that (x) any such Investment held by a Loan Party shall be pledged pursuant to a Pledge Agreement or a Non-U.S. Pledge Agreement in accordance with Section 5.11, (y) any such Investment in the form of a loan or advance to any Loan Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent and (z) to the extent any such Investments made by a Loan Party are evidenced by promissory notes, such promissory notes shall be endorsed in blank and, so long as any Term Loans are outstanding and the Intercreditor Agreement is in effect, delivered to the Term Loan Collateral Agent, and after the Term Loans are paid in full and the Intercreditor Agreement is terminated in accordance with its terms, delivered to the Collateral Agreement (subject Agent or European Collateral Agent, as applicable, pursuant to the limitations Pledge Agreement or the applicable to common stock Security Documents; (iv) (A) Guarantees by any Non-U.S. Restricted Subsidiary that is a Non-Guarantor Restricted Subsidiary of a Foreign Subsidiary referred to in the definition of “Collateral and Guarantee Requirement”Indebtedness permitted by Sections 6.01(xii) and (B) Guarantees of Indebtedness permitted by 6.01(xv); provided that no Restricted Subsidiary shall Guarantee any such Indebtedness under the aggregate amount of investments (Term Loan Documents unless such Restricted Subsidiary is a Subsidiary Guarantor under this Agreement and the other than investments set forth on Schedule 6.04) by Loan Parties in Subsidiaries that are not Loan Parties (together with outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v) and outstanding Guarantees permitted to be incurred under clause (B) to the proviso to Section 6.04(vi)) shall not exceed $15,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs)Documents; (v) loans Investments received in connection with the bankruptcy or advances made by the Borrower to any Subsidiary reorganization of, or settlement of delinquent accounts and made by any Subsidiary to the Borrower or any other Subsidiarydisputes with, provided that (A) any such loans customers and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement and (B) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(iv) and outstanding Guarantees permitted under clause (B) to the proviso to Section 6.04(vi)) shall not exceed $15,000,000 at any time outstanding (trade creditors, in each case determined without regard to any write-downs or write-offs); (vi) Guarantees constituting Indebtedness permitted by Section 6.01, provided that (and without limiting the foregoing) the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(iv) and outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v)) shall not exceed $15,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (vii) receivables or other trade payables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business consistent with past practice of the U.S. Borrower 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 such Subsidiary deems reasonable under the circumstancesits Restricted Subsidiaries; (viiivi) Investments consisting loans and advances to directors and employees of Equity Interests, obligations, securities the U.S. Borrower or other property received in settlement of delinquent accounts of and disputes with customers and suppliers its Restricted Subsidiaries in the ordinary course of business of the U.S. Borrower and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business; (x) loans or advances by the Borrower or any Subsidiary to employees and other individual service providers made in the ordinary course of business its Restricted Subsidiaries (including for travel, entertainment and relocation expenses) (other than any loans or advances to any director or executive officer (or equivalent thereof) that would violate any Requirement of the Borrower or Law in any Subsidiary not exceeding $2,500,000 material respect) in the an aggregate at any time outstanding principal amount (determined without regard to any write-downs or write-offs of such loans and advances) not to exceed $5.0 million at any one time outstanding; provided that (A) to the extent such loans or advances)advances are evidenced by promissory notes, such promissory notes shall be endorsed in blank and, so long as any Term Loans are outstanding and the Intercreditor Agreement is in effect, delivered to the Term Loan Collateral Agent, and after the Term Loans are paid in full and the Intercreditor Agreement is terminated in accordance with its terms, delivered to the Collateral Agent or European Collateral Agent, as applicable, pursuant to the Pledge Agreement or the applicable Security Documents and (B) each Borrower will, and will cause its Restricted Subsidiaries to, take all actions and execute all documents reasonably requested by the Collateral Agent or the European Collateral Agent to confirm such Collateral Agent’s or European Collateral Agent’s security interest in such loans and advances and/or promissory notes pursuant to the applicable Security Documents; (vii) Permitted Acquisitions; provided that immediately after giving effect thereto, the Borrowers and their Restricted Subsidiaries have Excess Availability, on a Pro Forma Basis after giving effect to such Permitted Acquisition, of at least $75.0 million; (viii) Investments in Joint Ventures in an aggregate amount not to exceed $50.0 million at any one time outstanding; (ix) mergers and consolidations and dissolutions and other transactions permitted under Section 6.03; (x) Hedging Agreements permitted under Section 6.15; (xi) Investments in deposit accounts in the form ordinary course of Swap Agreements permitted by Section 6.07business of the U.S. Borrower and its Restricted Subsidiaries; (xii) Investments security deposits required by utility companies and other Persons in a similar line of any Person existing at business to that of utility companies and Governmental Authorities that are utility companies, in each case, made in the time such Person becomes a Subsidiary ordinary course of business of the U.S. Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or mergerand its Restricted Subsidiaries; (xiii) Investments received described on Schedule 1.01(b) in connection with the dispositions of assets permitted by Section 6.05Permitted Restructuring; (xiv) Investments constituting deposits described other Investments; provided that (A) any such Investment held by a Loan Party shall be pledged pursuant to a Pledge Agreement, a Non-U.S. Pledge Agreement or another applicable Security Document in clauses accordance with, and to the extent required by, Section 5.11, (cB) any such Investment in the form of a loan or advance to any Loan Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent and (dC) immediately after giving effect thereto, the Borrowers and their Restricted Subsidiaries have Excess Availability, on a Pro Forma Basis after giving effect to such Investment, of the definition of the term “Permitted Encumbrances”at least $75.0 million; (xv) Investments in Permitted Joint Ventures; provided that, if at the time consisting of any such deferred portion (including promissory notes and non-cash consideration) of the sales price received by the U.S. Borrower or any Restricted Subsidiary in connection with any Asset Sale permitted under Section 6.05; (xvi) advances of payroll payments to employees in the ordinary course of business; (xvii) Investments constituting or resulting from (i) accounts receivable arising or acquired or (ii) trade debt granted, in each case in the ordinary course of business; (xviii) Investments in respect of Treasury Services Agreements permitted under Section 6.01(x); (xix) Investments constituting (A) Sale and Leaseback Transactions permitted under Section 6.06 or (B) Restricted Payments permitted under Section 6.07; and (xx) the endorsement of negotiable instruments for deposit or collection in the ordinary course of business; provided, however, that any intercompany Investments in the form of a loan or advance held by a Loan Party shall be evidenced by a promissory note in form and substance reasonably satisfactory to the Administrative Agent. The aggregate amount of an Investment pursuant to at any one time outstanding for purposes of this Section 6.04(xv), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 6.04 shall be deemed to 1.00, be equal to (A) the aggregate amount of Investments in Permitted Joint Ventures (cash, together with the aggregate fair market value of Property, loaned, advanced, contributed, transferred or otherwise invested that gives rise to such Investment (without adjustment for subsequent increases or decreases in the value of such Investment) minus (B) the aggregate amount of Investments in Permitted Real Estate Joint Ventures permitted under Section 6.04(xvi)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually distributions or other payments received in cash in respect of any such Investments Investment (which including by way of a sale or other disposition of such Investment). The amount of an Investment shall not exceed the amount in any event be reduced by reason of any write-off of such Investment valued at cost at the time such Investment was made); (xvi) Investments in Permitted Real Estate Joint Ventures; provided that, if at the time of any such Investment pursuant to this Section 6.04(xvi), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Real Estate Joint Ventures (together with the aggregate amount of Investments in Permitted Joint Ventures permitted under Section 6.04(xv)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (xvii) payments, loans, advances to, and investments in, Consolidated Practices in the ordinary course of business and consistent with past practice in satisfaction of their obligations under any management services agreements; (xviii) Investments by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount, as valued at cost at the time each such Investment is made and including all related commitments for future advances, not exceeding the Available Amount immediately prior to the time of the making of any such Investment; (xix) Investments by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount not to exceed the sum of (A) $100,000,000 and (B) an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually theretofore received in cash in respect of any such investment, loan or advance (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); and (xx) Investments, loans and advances by the Borrower or any Subsidiary to any Insurance Subsidiary in an amount equal to (A) the capital required under the applicable laws or regulations of the jurisdiction in which such Insurance Subsidiary is formed or determined by independent actuaries as prudent and necessary capital to operate such Insurance Subsidiary plus (B) any reasonable general corporate and overhead expenses of such Insurance Subsidiary.

Investments, Loans, Advances, Guarantees and Acquisitions. Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any Restricted Subsidiary to, purchase to make or acquire (including pursuant to hold any merger with any Person that was not a wholly owned Subsidiary prior to such merger) 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, make any loans or advances to, Guarantee any obligations of, or make any investment 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 (collectively, “Investments”)Investment, except: (ia) Permitted AcquisitionsCash and Cash Equivalents, subject to, if required by the Loan Documents, control agreements in favor 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 Lenders; (iib) Permitted InvestmentsInvestments in existence on the date hereof and described in Schedule 6.04, and any modifications, amendments, renewals, extensions or refinancing of such Investments (so long as not constituting additions to such Investments existing on the date hereof); (iii) Investments set forth on Schedule 6.04; (ivc) Investments by Holdings in the Borrower Borrower, by any Loan Party in any other Loan Party, by any Restricted Subsidiary in any Loan Party and by the Borrower and the Restricted Subsidiaries in Equity Interests in their respective Subsidiaries, provided that (A) any such Equity Interests held by a Loan Party shall be pledged pursuant to the Collateral Security Agreement (subject to the limitations applicable to common stock of a Foreign Subsidiary referred to in the definition of “Collateral and Guarantee Requirement”Section 5.15) and (B) the aggregate amount of investments (other than investments set forth on Schedule 6.04) by Loan Parties in Subsidiaries that are not Loan Parties (together with outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v6.04(d) and outstanding Guarantees permitted to be incurred under clause (B) to the proviso to Section 6.04(vi6.04(e)) shall not exceed $15,000,000 50,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (vd) loans or advances made by the Borrower Holdings to any Restricted Subsidiary and made by any Restricted Subsidiary to the Borrower Holdings or any other Restricted Subsidiary, provided that (A) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement and (B) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(iv6.04(c) and outstanding Guarantees permitted under clause (B) to the proviso to Section 6.04(vi6.04(e)) shall not exceed $15,000,000 50,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (vie) Guarantees constituting Indebtedness permitted by Section 6.01, provided that (and without limiting the foregoing) the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party shall (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(iv6.04(c) and outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v6.04(d)) shall not exceed $15,000,000 50,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (viif) receivables loans or other trade payables owing advances made by a Loan Party to the Borrower or any Subsidiary if created or acquired its employees on an arms-length basis in the ordinary course of business consistent with past practice practices for travel and payable or dischargeable entertainment expenses, relocation costs and similar purposes up to a maximum of $5,000,000 in accordance with customary trade terms, provided that such trade terms may include such concessionary trade terms as the Borrower or aggregate at any such Subsidiary deems reasonable under the circumstancesone time outstanding; (viiig) Investments consisting of Equity Interestssubject to the Security Agreement, obligationsnotes payable, securities or stock or other property received in securities issued by Account Debtors to a Loan Party pursuant to negotiated agreements with respect to settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made Account Debtor’s Accounts in the ordinary course of business, consistent with past practices; (x) loans or advances by the Borrower or any Subsidiary to employees and other individual service providers made in the ordinary course of business (including travel, entertainment and relocation expenses) of the Borrower or any Subsidiary not exceeding $2,500,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances); (xih) Investments in the form of Swap Agreements permitted by Section 6.07; (xiii) Investments of any Person existing at the time such Person becomes a Restricted Subsidiary of the Borrower Holdings or consolidates or merges with the Borrower Holdings or any of the Restricted Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments Investments were not made in contemplation of such Person becoming a Restricted Subsidiary or of such consolidation or merger; (xiiij) Investments received in connection with the dispositions of assets permitted by Section 6.05; (xivk) Investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (xvl) Investments in Permitted Joint Ventures; provided that, if at the time of any such Investment pursuant to this Section 6.04(xv), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Joint Ventures (together with the aggregate amount of Investments in Permitted Real Estate Joint Ventures permitted under Section 6.04(xvi)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made)Acquisitions; (xvim) Investments any Investment acquired by Holdings or any Restricted Subsidiary in Permitted Real Estate Joint Ventures; provided thatexchange for any other Investment or accounts receivable held by the in connection with or as a result of a bankruptcy, if at the time workout, reorganization or recapitalization of such other Investment or accounts receivable (including any such Investment pursuant to this Section 6.04(xvitrade creditor or customer), on or in satisfaction of judgments against other Persons, or as a Pro Forma Basis, the Secured Leverage Ratio result of the Borrower equals a foreclosure by Holdings or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Real Estate Joint Ventures (together any Restricted Subsidiary with the aggregate amount of Investments in Permitted Joint Ventures permitted under Section 6.04(xv)) shall not exceed $250,000,000 outstanding at any time plus an amount equal respect to any returns (including dividends, interest, distributions, returns secured Investment or other transfer of principal and profits on sale) actually received title with respect to any secured Investment in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made)default; (xviin) paymentsany Investment in any Subsidiary of Holdings or any joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business; (o) Investments consisting of the contribution of assets in a joint venture in connection with chassis remanufacturing; provided that substantially all such contributed assets are transferred to a Loan Party upon remanufacture; (p) Investments by Holdings or any Restricted Subsidiary in the form of extensions of credit to customers or direct or indirect suppliers of Holdings or any Restricted Subsidiary in the ordinary course of business, loansincluding, advances but not limited to, Customer Leasing Arrangements; (q) Investments consisting of purchases, acquisitions and investments inthe remanufacturing of Rental Fleet Assets, Consolidated Practices inventory, supplies, material or equipment or the licensing or contribution of intellectual property, including Poolstat®, in the ordinary course of business and consistent pursuant to joint marketing arrangements with other Persons; (r) endorsements for collection or deposit in the ordinary course of business; (s) Investments made in the ordinary course of business in accordance with past practice in satisfaction of their obligations under any management services agreementsconnection with obtaining, maintaining or renewing customer contracts including, but not limited to, Customer Leasing Arrangements; (xviiit) so long as immediately before and immediately after giving effect thereto on a Pro Forma Basis no Default or Event of Default shall have occurred and be continuing, other Investments (not constituting an Acquisition) not otherwise permitted by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) this Section 6.04 in an aggregate amountamount not to exceed, as valued at cost at the time each such Investment is together with all prior Permitted Acquisitions made and including all related commitments for future advances, not exceeding the Available Amount immediately prior pursuant to the time clause (d) of the making definition of “Permitted Acquisition”, $100,000,000 in the aggregate at any such Investmenttime outstanding (determined without regard to any write-downs or write-offs); (xixu) Investments by the Borrower or any Subsidiary made in Rental Fleet Assets that are subject to a Permitted Warehouse Transaction; (including v) Investments in Permitted Joint Venturesany Equity Interests, stock appreciation or similar rights in SCT Chassis, Inc. consistent with past practice, provided that the cash payments for such Investments are contributed on a substantially concurrent basis to a Loan Party; and (w) in other Investments not constituting an aggregate amount not to exceed the sum of (A) $100,000,000 and (B) an amount equal to any returns (including dividendsAcquisition, interestprovided that, distributions, returns of principal and profits on sale) actually theretofore received in cash in respect of any such investment, loan or advance (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); and (xx) InvestmentsInvestments are made and after giving effect thereto, loans and advances the Payment Conditions are satisfied. For the avoidance of doubt, any Investments permitted by the Borrower a particular exception or any Subsidiary divided among exceptions in this Section 6.04 may be changed to any Insurance Subsidiary in an amount equal to (A) the capital required under the applicable laws or regulations of the jurisdiction in which be permitted by a different exception at a later date so long as such Insurance Subsidiary is formed or determined Investments would be permitted by independent actuaries as prudent and necessary capital to operate such Insurance Subsidiary plus (B) any reasonable general corporate and overhead expenses of such Insurance Subsidiarysection.

Investments, Loans, Advances, Guarantees and Acquisitions. Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any Subsidiary to, purchase 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 in or 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, Guarantee any obligations Indebtedness of, or make any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) consummate any assets of any other Person constituting a business unit (collectively, “Investments”)Acquisition, except:: 65 (i) Permitted Acquisitions; (iia) Permitted Investments; (iii) Investments set forth on Schedule 6.04; (iv) Investments by Holdings , subject to control agreements in favor of the Borrower and Lender or otherwise subject to a perfected security interest in favor of the Lender, in each case to the extent required by the Borrower Loan Documents; (b) investments in existence on the date hereof and described in Schedule 6.04 to the Disclosure Letter; (c) investments by the Borrowers and the Subsidiaries in Equity Interests in their respective Subsidiaries, provided that (Ai) any such Equity Interests directly held by a Loan Party shall be pledged pursuant to the Collateral Agreement Documents in accordance with (subject and to the limitations applicable to common stock of a Foreign Subsidiary referred to in the definition of “Collateral and Guarantee Requirement”extent required by) Section 5.14 and (Bii) the aggregate amount of investments (other than investments set forth on Schedule 6.04) by Loan Parties in Subsidiaries that are not Loan Parties (together with outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v6.04(d) and outstanding Guarantees permitted to be incurred under clause (B) to the proviso to Section 6.04(vi6.04(e)) shall not exceed $15,000,000 2,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); ; (vd) loans or advances made by the Borrower any Loan Party to any Subsidiary and made by any Subsidiary to the Borrower a Loan Party or any other Subsidiary, provided that (Ai) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Security Agreement or the Swiss Collateral Agreement Documents and (Bii) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(iv6.04(c) and outstanding Guarantees permitted under clause (B) to the proviso to Section 6.04(vi6.04(e)) shall not exceed $15,000,000 2,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); ; (vie) Guarantees constituting Indebtedness permitted by Section 6.01, provided that (and without limiting the foregoing) the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party (together with outstanding investments permitted under clause (Bii) to the proviso to Section 6.04(iv6.04(c) and outstanding intercompany loans permitted under clause (Bii) to the proviso to Section 6.04(v6.04(d)) shall not exceed $15,000,000 2,000,000 at any time outstanding (in each case determined without regard to any write-write- downs or write-offs);; (f) (viii) receivables loans or other trade payables owing to the Borrower advances made by a Loan Party or any Subsidiary if created to its employees, consultants, officers or acquired directors on an arms-length basis in the ordinary course of business consistent with past practice for travel and payable entertainment expenses, relocation costs and similar purposes in an aggregate amount not to exceed $500,000 at any time outstanding and (ii) loans to employees, consultants, officers or dischargeable directors relating to the purchase of equity securities of the Company or its Subsidiaries pursuant to employee stock purchase plans or agreements in accordance with customary trade termsan aggregate amount not to exceed $500,000 at any time outstanding; (g) notes payable, provided that such trade terms may include such concessionary trade terms as the Borrower or any such Subsidiary deems reasonable under the circumstances; (viii) Investments consisting of Equity Interests, obligations, securities stock or other property received securities issued by Account Debtors to a Loan Party in connection with the bankruptcy or reorganization of such Account Debtors or pursuant to negotiated agreements with respect to settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made Account Debtor’s Accounts in the ordinary course of business; ; (xh) loans or advances by the Borrower or any Subsidiary to employees and other individual service providers made in the ordinary course of business (including travel, entertainment and relocation expenses) of the Borrower or any Subsidiary not exceeding $2,500,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances); (xi) Investments investments in the form of Swap Agreements permitted by Section 6.07; ; (xiii) Investments investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower Company or consolidates or merges with the Borrower Company or any of the Subsidiaries a Subsidiary (including in connection with a Permitted Acquisition) ), so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger;; 66 (xiiij) Investments investments received in connection with the dispositions disposition of assets permitted by Section 6.05; ; (xivk) Investments investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; ; (xvl) Investments investments consisting of extensions of credit in Permitted Joint Ventures; provided that, if at the time nature of any such Investment pursuant to this Section 6.04(xv), on a Pro Forma Basis, accounts receivable or notes receivable arising from the Secured Leverage Ratio grant of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Joint Ventures (together with the aggregate amount of Investments in Permitted Real Estate Joint Ventures permitted under Section 6.04(xvi)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (xvi) Investments in Permitted Real Estate Joint Ventures; provided that, if at the time of any such Investment pursuant to this Section 6.04(xvi), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Real Estate Joint Ventures (together with the aggregate amount of Investments in Permitted Joint Ventures permitted under Section 6.04(xv)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (xvii) payments, loans, advances to, and investments in, Consolidated Practices trade credit in the ordinary course of business and consistent with past practice any deposits, prepayments and other credits to suppliers or vendors made in satisfaction the ordinary course of their obligations under any management services agreements; business; (xviiim) Investments by investments consisting of the Borrower endorsement of negotiable instruments for deposit or any Subsidiary collection or similar transactions in the ordinary course of business; (including Investments in n) Permitted Joint VenturesAcquisitions; and (o) in an aggregate amount, as valued at cost at the time each such Investment is made and including all related commitments for future advances, other investments not exceeding $1,000,000 in the Available Amount immediately prior to aggregate outstanding at any time. For purposes of covenant compliance with this Section 6.04, the time of the making amount of any investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment; (xix) Investments by the Borrower investment, less any amount paid, repaid, returned, distributed or any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount not to exceed the sum of (A) $100,000,000 and (B) an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually theretofore otherwise received in cash in respect of any such investment, loan or advance (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); and (xx) Investments, loans and advances by the Borrower or any Subsidiary to any Insurance Subsidiary in an amount equal to (A) the capital required under the applicable laws or regulations of the jurisdiction in which such Insurance Subsidiary is formed or determined by independent actuaries as prudent and necessary capital to operate such Insurance Subsidiary plus (B) any reasonable general corporate and overhead expenses of such Insurance Subsidiary.

Investments, Loans, Advances, Guarantees and Acquisitions. Neither Holdings nor the Borrower will, nor will they permit any Subsidiary to, purchase or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) 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, make any loans or advances to, Guarantee any obligations of, or make any investment 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 (collectively, “"Investments”"), except: (i) Permitted Acquisitions; (ii) Permitted Investments; (iii) Investments set forth on Schedule 6.04; (iv) Investments by Holdings in the Borrower and by the Borrower and the Subsidiaries in Equity Interests in their respective Subsidiaries, provided that (A) any such Equity Interests held by a Loan Party shall be pledged pursuant to the Collateral Agreement (subject to the limitations applicable to common stock of a Foreign Subsidiary referred to in the definition of “"Collateral and Guarantee Requirement”") and (B) the aggregate amount of investments (other than investments set forth on Schedule 6.04) by Loan Parties in Subsidiaries that are not Loan Parties (together with outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v) and outstanding Guarantees permitted to be incurred under clause (B) to the proviso to Section 6.04(vi)) shall not exceed $15,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (v) loans or advances made by the Borrower to any Subsidiary and made by any Subsidiary to the Borrower or any other Subsidiary, provided that (A) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement and (B) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(iv) and outstanding Guarantees permitted under clause (B) to the proviso to Section 6.04(vi)) shall not exceed $15,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (vi) Guarantees constituting Indebtedness permitted by Section 6.01, provided that (and without limiting the foregoing) the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(iv) and outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v)) shall not exceed $15,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (vii) receivables or other trade payables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business consistent with past practice 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 such Subsidiary deems reasonable under the circumstances; (viii) Investments consisting of Equity Interests, obligations, securities or other property received in settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business; (x) loans or advances by the Borrower or any Subsidiary to employees and other individual service providers made in the ordinary course of business (including travel, entertainment and relocation expenses) of the Borrower or any Subsidiary not exceeding $2,500,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances); (xi) Investments in the form of Swap Agreements permitted by Section 6.07; (xii) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiii) Investments received in connection with the dispositions of assets permitted by Section 6.05; (xiv) Investments constituting deposits described in clauses (c) and (d) of the definition of the term “"Permitted Encumbrances”"; (xv) Investments in Permitted Joint Ventures; provided that, if Ventures in an amount determined at the time of any such Investment pursuant cost not to this Section 6.04(xv), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Joint Ventures (together with the aggregate amount of Investments in Permitted Real Estate Joint Ventures permitted under Section 6.04(xvi)) shall not exceed $250,000,000 50,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (xvi) Investments in Permitted Real Estate Joint Ventures; provided that, if at the time of any such Investment pursuant to this Section 6.04(xvi), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the Ventures in an aggregate amount of Investments in Permitted Real Estate Joint Ventures (together with the aggregate amount of Investments in Permitted Joint Ventures permitted under Section 6.04(xv)) shall not to exceed $250,000,000 100,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made)time; (xvii) payments, loans, advances to, and investments in, Consolidated Practices in the ordinary course of business and consistent with past practice in satisfaction of their obligations under any management services agreements; (xviii) Investments by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount, as valued at cost at the time each such Investment is made and including all related commitments for future advances, not exceeding the Available Amount immediately prior to the time of the making of any such Investment; (xix) Investments by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount not to exceed the sum of (A) $100,000,000 80,000,000 and (B) an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually theretofore received in cash in respect of any such investment, loan or advance (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); and (xx) Investments, loans and advances by the Borrower or any Subsidiary to any Insurance Subsidiary in an amount equal to (A) the capital required under the applicable laws or regulations of the jurisdiction in which such Insurance Subsidiary is formed or determined by independent actuaries as prudent and necessary capital to operate such Insurance Subsidiary plus (B) any reasonable general corporate and overhead expenses of such Insurance Subsidiary.

Investments, Loans, Advances, Guarantees and Acquisitions. Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any Subsidiary to, purchase 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 in or capital 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, Guarantee any obligations of, or make or permit to exist any investment 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 (collectivelywhether through purchase of assets, “Investments”merger or otherwise), except: (ia) Permitted AcquisitionsInvestments, subject to control agreements in favor of Lender or otherwise subject to a perfected security interest in favor of Lender; (iib) Permitted Investments; (iii) Investments set forth investments in existence on the date of this Agreement and described in Schedule 6.04; (ivc) Investments by Holdings in the Borrower and investments by the Borrower and the Subsidiaries in Equity Interests in their respective Subsidiaries, provided that (A) any such Equity Interests held by a Loan Party shall be pledged pursuant to the Collateral Security Agreement (subject to the limitations applicable to common stock of a Foreign Subsidiary referred to in the definition of “Collateral and Guarantee Requirement”Section 5.12) and (B) the aggregate amount of investments (other than investments set forth on Schedule 6.04) by Loan Parties in Subsidiaries that are not Loan Parties (together with outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v6.04(d) and outstanding Guarantees permitted to be incurred under clause (B) to the proviso to Section 6.04(vi6.04(e)) shall not exceed $15,000,000 1,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (vd) loans or advances made by the Borrower to any Subsidiary and made by any Subsidiary to the Borrower or any other Subsidiary, provided that (A) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Security Agreement and (B) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(iv6.04(c) and outstanding Guarantees permitted under clause (B) to the proviso to Section 6.04(vi6.04(e)) shall not exceed $15,000,000 1,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (vie) Guarantees constituting Indebtedness permitted by Section 6.01, provided that (and without limiting the foregoing) the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party shall (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(iv6.04(c) and outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v6.04(d)) shall not exceed $15,000,000 1,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (viif) receivables loans or other trade payables owing advances made by a Loan Party to the Borrower or any Subsidiary if created or acquired its employees on an arms-length basis in the ordinary course of business consistent with past practice practices for travel and payable or dischargeable entertainment expenses, relocation costs and similar purposes up to a maximum of $100,000 in accordance with customary trade terms, provided that such trade terms may include such concessionary trade terms as the Borrower or aggregate at any such Subsidiary deems reasonable under the circumstancesone time outstanding; (viiig) Investments consisting subject to Sections 4.2(a) and 4.4 of Equity Intereststhe Security Agreement, obligationsnotes payable, securities or stock or other property received in securities issued by Account Debtors to a Loan Party pursuant to negotiated agreements with respect to settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made Account Debtor's Accounts in the ordinary course of business, consistent with past practices; (xh) loans or advances by the Borrower or any Subsidiary to employees and other individual service providers made in the ordinary course of business (including travel, entertainment and relocation expenses) of the Borrower or any Subsidiary not exceeding $2,500,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances); (xi) Investments investments in the form of Swap Agreements permitted by Section 6.07; (xiii) Investments investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisitionpermitted acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiiij) Investments investments received in connection with the dispositions of assets permitted by Section 6.05;; and (xivk) Investments investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances.”; (xv) Investments in Permitted Joint Ventures; provided that, if at the time of any such Investment pursuant to this Section 6.04(xv), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Joint Ventures (together with the aggregate amount of Investments in Permitted Real Estate Joint Ventures permitted under Section 6.04(xvi)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (xvi) Investments in Permitted Real Estate Joint Ventures; provided that, if at the time of any such Investment pursuant to this Section 6.04(xvi), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Real Estate Joint Ventures (together with the aggregate amount of Investments in Permitted Joint Ventures permitted under Section 6.04(xv)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (xvii) payments, loans, advances to, and investments in, Consolidated Practices in the ordinary course of business and consistent with past practice in satisfaction of their obligations under any management services agreements; (xviii) Investments by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount, as valued at cost at the time each such Investment is made and including all related commitments for future advances, not exceeding the Available Amount immediately prior to the time of the making of any such Investment; (xix) Investments by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount not to exceed the sum of (A) $100,000,000 and (B) an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually theretofore received in cash in respect of any such investment, loan or advance (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); and (xx) Investments, loans and advances by the Borrower or any Subsidiary to any Insurance Subsidiary in an amount equal to (A) the capital required under the applicable laws or regulations of the jurisdiction in which such Insurance Subsidiary is formed or determined by independent actuaries as prudent and necessary capital to operate such Insurance Subsidiary plus (B) any reasonable general corporate and overhead expenses of such Insurance Subsidiary.

Investments, Loans, Advances, Guarantees and Acquisitions. Neither Holdings nor the The Borrower willwill not, nor and will they not permit any Subsidiary to, purchase purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Equity Interests in or evidences of indebtedness 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, Guarantee any obligations of, or make or permit to exist any investment 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 (collectively, “Investments”)unit, except: (i) Permitted Acquisitions; (iia) Permitted Investments; (iiib) Investments Permitted Acquisitions, provided that the Borrower is in compliance, on a Pro Forma Basis after giving effect to such Permitted Acquisition as of the last day of the most-recently ended fiscal quarter of the Borrower, with the covenants contained in Sections 6.12, 6.13, 6.14 and 6.15; (c) investments existing on the date hereof and set forth on Schedule 6.04; (ivd) Investments by Holdings in the Borrower and investments by the Borrower and the Subsidiaries any Subsidiary in Equity Interests in of their respective Subsidiaries, provided that (A) any such Equity Interests held by a Loan Party shall be pledged pursuant to the Collateral Agreement (subject to the limitations applicable to common stock of a Foreign Subsidiary referred to in the definition of “Collateral and Guarantee Requirement”) and (B) the aggregate amount of investments (other than investments set forth on Schedule 6.04) by Loan Parties in Subsidiaries that are not Loan Parties (together with outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v) and outstanding Guarantees permitted to be incurred under clause (B) to the proviso to Section 6.04(vi)) shall not exceed $15,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (ve) loans or advances made by the Borrower to any Subsidiary and made by any Subsidiary to the Borrower or any other Subsidiary, provided that (A) any such loans and advances made by a Loan Party the Borrower shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement and Agreement; (Bf) Guarantees of Indebtedness of the amount of such loans and advances made by Loan Parties to Subsidiaries Borrower or any Subsidiary that are permitted by Section 6.01; (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 Loan Parties (together with exceeding $5,000,000 in the aggregate outstanding investments permitted under clause (B) to the proviso to Section 6.04(iv) and outstanding Guarantees permitted under clause (B) to the proviso to Section 6.04(vi)) shall not exceed $15,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offsoffs of such loans or advances); (vi) Guarantees constituting Indebtedness permitted by Section 6.01, provided that (and without limiting the foregoing) no such loans or advances to any single employee shall exceed $1,000,000 in the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(iv) and outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v)) shall not exceed $15,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offsoffs of such loans or advances); (viih) receivables or other trade payables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business consistent with past practice 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 such Subsidiary deems reasonable under the circumstances; (viii) Investments consisting of Equity Interests, obligations, securities or other property received in settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses of the Borrower or any Subsidiary for accounting purposes and that are made in the ordinary course of business; (xi) loans investments received in connection with the bankruptcy or advances by the Borrower reorganization of, or any Subsidiary to employees settlement of delinquent accounts and other individual service providers made disputes with, customers and suppliers, in each case in the ordinary course of business (including travel, entertainment and relocation expenses) of the Borrower or any Subsidiary not exceeding $2,500,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances)business; (xij) Investments investments in the form of Swap Agreements permitted by Section 6.07; (xiik) Investments investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries Subsidiary (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiiil) Investments received in connection with the dispositions of assets permitted by Section 6.05; (xiv) Investments constituting investments resulting from pledges or deposits described in clauses clause (c) and or (d) of the definition of the term “Permitted EncumbrancesEncumbrance”; (xvm) Investments investments received in Permitted Joint Ventures; provided that, if at connection with the time disposition of any asset permitted by Section 6.05; (n) receivables or other 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 Investment trade terms may include such concessionary trade terms as the Borrower or any Subsidiary deems reasonable under the circumstances; (o) investments (i) arising from products and services offered by Bank Regulated Subsidiaries or Broker Dealer Regulated Subsidiaries or (ii) made by Bank Regulated Subsidiaries or Broker Dealer Regulated Subsidiaries, in each of clauses (i) and (ii) in the ordinary course of business, including margin loans, Stock Loans, other customer financings and investments made pursuant to the Community Reinvestment Act; (p) capital contributions not exceeding $25,000,000 in the aggregate during the term of this Section 6.04(xvAgreement to meet funding requirements in connection with venture capital investments; and (q) other investments, loans and advances by the Borrower or any Subsidiary in an aggregate amount, as valued at cost as of the date of each such investment, loan or advance is made and including all related commitments for future investments, loans or advances (and the principal amount of any Indebtedness that is assumed or otherwise incurred in connection with such investment, loan or advance), on a Pro Forma Basisprovided that no investments, the Secured Leverage Ratio of the Borrower equals loans or exceeds 2.50 advances may be made under this clause (q) if, after giving effect to 1.00such investment, loan or advance, the aggregate amount of Investments in Permitted Joint Ventures investments, loans and advances made or committed to be made from and after the Effective Date under this clause (together with q) would exceed the aggregate sum of (i) 5.0% of Consolidated Net Worth as of such date, (ii) the maximum amount of Investments in Permitted Real Estate Joint Ventures permitted Restricted Payments that may be made under Section 6.04(xvi)6.08(a)(iv) shall not exceed $250,000,000 outstanding at any time plus as of such date and (iii) an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) capital or sale proceeds actually received in cash in respect of any such Investments investments (which amount shall not exceed the amount of such Investment investment valued at cost at the time such Investment investment was made); (xvi) Investments in Permitted Real Estate Joint Ventures; provided that, if at the time of any such Investment pursuant to this Section 6.04(xvi), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Real Estate Joint Ventures (together with the aggregate amount of Investments in Permitted Joint Ventures permitted under Section 6.04(xv)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (xvii) payments, loans, advances to, and investments in, Consolidated Practices in the ordinary course of business and consistent with past practice in satisfaction of their obligations under any management services agreements; (xviii) Investments by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount, as valued at cost at the time each such Investment is made and including all related commitments for future advances, not exceeding the Available Amount immediately prior to the time of the making of any such Investment; (xix) Investments by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount not to exceed the sum of (A) $100,000,000 and (B) an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually theretofore received in cash in respect of any such investment, loan or advance (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); and (xx) Investments, loans and advances by the Borrower or any Subsidiary to any Insurance Subsidiary in an amount equal to (A) the capital required under the applicable laws or regulations of the jurisdiction in which such Insurance Subsidiary is formed or determined by independent actuaries as prudent and necessary capital to operate such Insurance Subsidiary plus (B) any reasonable general corporate and overhead expenses of such Insurance Subsidiary.

Investments, Loans, Advances, Guarantees and Acquisitions. Neither Holdings nor the (a) The Borrower willwill not, nor and will they not permit any Subsidiary of its Subsidiaries (other than an Unrestricted Subsidiary) to, purchase purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to before such merger) any Equity Interests Interest in or evidences evidence of indebtedness or other securities security (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans loan or advances advance to, Guarantee any obligations obligation of, or make or permit to exist any investment 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 (collectively, “Investments”)unit, except: (i) Permitted AcquisitionsInvestments and investments in cash; (ii) Permitted Investmentsinvestments existing on the date of this Agreement, which investments (other than investments that, individually, do not exceed $10,000,000) are listed in Schedule 6.04; (iii) Investments set forth on Schedule 6.04; (iv) Investments by Holdings in the Borrower and investments by the Borrower and the its Restricted Subsidiaries in Equity Interests in their respective SubsidiariesRestricted Subsidiaries (or in any Person that will, upon the making of such investment, become a Restricted Subsidiary); provided that (A) any such Equity Interests held by a Loan Party shall be pledged pursuant to the Collateral Agreement (subject to the limitations applicable to common stock of a Foreign Subsidiary referred to in the definition of “Collateral and Guarantee Requirement”) and (B) the aggregate amount of investments by the Borrower in, and loans and advances by the Borrower to, and Guarantees by the Borrower of Debt of, Restricted Subsidiaries permitted solely in reliance on this clause (other than investments set forth on Schedule 6.04) by Loan Parties in Subsidiaries that are not Loan Parties (iii), taken together with outstanding intercompany the aggregate amount of loans permitted under and advances made by the Borrower to Restricted Subsidiaries in reliance on clause (B) to the proviso to Section 6.04(v) and outstanding Guarantees permitted to be incurred under clause (B) to the proviso to Section 6.04(viiv)) , shall not exceed $15,000,000 an amount at any time outstanding equal to 5% of the Borrower’s Net Worth (in each case and, for purposes hereof, the “Borrower’s Net Worth” at any date shall be equal to the shareholders’ equity of the Borrower (other than any amount attributable to stock which is required to be redeemed or is redeemable at the option of the holder, if certain events or conditions occur or exist or otherwise) as determined without regard by reference to any write-downs the financial statements of the Borrower then most recently delivered pursuant to Section 5.01(a)(i) or write-offsSection 5.01(a)(ii)); (viv) loans or advances made by the Borrower to any Restricted Subsidiary and or made by any Restricted Subsidiary to the Borrower or any other Restricted Subsidiary, ; provided that (A) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement and (B) the amount of such loans and advances made by Loan Parties the Borrower to Restricted Subsidiaries shall be subject to the limitation set forth in clause 6.04(a)(iii) above and provided further that are the amount of such loans and advances made by a Restricted Subsidiary to another Restricted Subsidiary shall be subject to the limitations set forth in Section 6.06(c) and Section 6.06(e); (v) investments by the Borrower in one or more Restricted Subsidiaries (or in any Person that will, upon the making of such investment, become a Restricted Subsidiary) in connection with the Borrower’s sale or spin-off of all or part of one or more lines of business (including, without limitation, the Borrower’s Tubular Line of Business and/or the Borrower’s StraightLine Lines of Business); provided that (x) such sale or spin-off actually occurs within 360 days following the date of any such investment, (y) the Leverage Ratio will not Loan Parties exceed 3.75:1.00 on a pro forma basis after giving effect to such spin-off and (together z) the Borrower has delivered to the Administrative Agent financial projections (in form and substance satisfactory to the Administrative Agent) demonstrating compliance, after giving effect to such spin-off, with outstanding Sections 6.13 and 6.14 through and including September 30, 2002; (vi) investments by the Borrower or a Restricted Subsidiary in a Restricted Subsidiary in respect of ordinary cash management activities; (vii) so long as no Default has occurred and is continuing, investments by the Borrower or a Restricted Subsidiary in one or more Restricted Subsidiaries, Unrestricted Subsidiaries (which investments in Unrestricted Subsidiaries include, in accordance with Section 5.14, any designation of a Subsidiary as an Unrestricted Subsidiary) or any other Person; provided that the aggregate amount of all investments permitted under by this clause (Bvii) (excluding investments in Unrestricted Subsidiaries where the consideration consists of Equity Interests of the Borrower, to the proviso to Section 6.04(iv) and outstanding Guarantees permitted under clause (B) to the proviso to Section 6.04(vi)extent of such Equity Interest consideration) shall not exceed $15,000,000 20,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs)outstanding; (viviii) Guarantees constituting Indebtedness Debt permitted by Section 6.01, 6.01 and Section 6.06; provided that (and without limiting the foregoing) the aggregate principal amount of Indebtedness Debt of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party (together with outstanding investments permitted under clause (B) the Borrower shall be subject to the proviso limitation set forth in clause 6.04(a)(iii) above; (ix) investments received in connection with (x) the bankruptcy, reorganization or recapitalization of, or settlement of delinquent accounts and disputes with, customers and suppliers or (y) foreclosure by the Borrower or any of its Restricted Subsidiaries with respect to Section 6.04(iv) and outstanding intercompany loans permitted under clause (B) any secured investment or other transfer of title with respect to the proviso to Section 6.04(v)) shall not exceed $15,000,000 at any time outstanding (secured investment in default, in each case determined without regard to any write-downs or write-offs)in the ordinary course of business; (viix) receivables or other trade payables owing to the Borrower or any Restricted Subsidiary if created or acquired in the ordinary course of business consistent with past practice and payable or dischargeable in accordance with customary trade terms; provided, provided however, that such trade terms may include such concessionary trade terms as the Borrower or any such Restricted Subsidiary deems reasonable under the circumstances; (viiixi) Investments consisting of Equity Interests, obligations, securities or other property received in settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business; (xxii) loans or advances by the Borrower or any Subsidiary to employees and other individual service providers made in the ordinary course of business (including travel, entertainment and relocation expenses) consistent with past practices of the Borrower or any Subsidiary not exceeding $2,500,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances); (xi) Investments in the form of Swap Agreements permitted by Section 6.07; (xii) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or mergerRestricted Subsidiary; (xiii) Investments investments in stock, obligations or securities received in connection with the dispositions settlement of assets permitted by Section 6.05; (xiv) Investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (xv) Investments in Permitted Joint Ventures; provided that, if at the time of any such Investment pursuant to this Section 6.04(xv), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Joint Ventures (together with the aggregate amount of Investments in Permitted Real Estate Joint Ventures permitted under Section 6.04(xvi)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (xvi) Investments in Permitted Real Estate Joint Ventures; provided that, if at the time of any such Investment pursuant to this Section 6.04(xvi), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Real Estate Joint Ventures (together with the aggregate amount of Investments in Permitted Joint Ventures permitted under Section 6.04(xv)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (xvii) payments, loans, advances to, and investments in, Consolidated Practices debts created in the ordinary course of business and consistent with past practice in satisfaction of their obligations under any management services agreements; (xviii) Investments by owing to the Borrower or any Restricted Subsidiary (including Investments or in Permitted Joint Ventures) in an aggregate amount, as valued at cost at the time each such Investment is made and including all related commitments for future advances, not exceeding the Available Amount immediately prior to the time satisfaction of the making of any such Investmentjudgments; (xixxiv) Investments investments in any Person to the extent such investment represents the non-cash portion of the consideration received for an asset sale permitted under Section 6.05(b), (e) or (f); (xv) loans or advances to USS/POSCO Industries for repairs of damages and business interruption caused by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) fire that occurred on May 31, 2001 in an aggregate amount not to exceed $25,000,000; provided that to the sum extent such loans or advances are not repaid with the proceeds of insurance on or before June 30, 2003, (A) $100,000,000 any such loans or advances made by the Borrower shall be subject to the limitations set forth in Section 6.01 and (B) any such loans or advances made by a Restricted Subsidiary shall be subject to the limitations set forth in Section 6.06(c); (xvi) investments in the Borrower; (xvii) investments in any Person if, as a result of such investment, such other Person is merged with or consolidated into, or transfers or conveys all or substantially all its assets to, the Borrower or a Restricted Subsidiary, in each case subject to the limitations set forth in Section 6.04(b); and (xviii) Receivables Financings otherwise permitted under this Agreement. provided that the foregoing shall not prohibit a spin-off of a portion (not to exceed 25%) of the Borrower’s Tubular Line of Business if (A) of the aggregate gross proceeds from such spin-off transaction (the “Total Spin-Off Proceeds”), at least 75% is in the form of cash or cash equivalents (“Cash Spin-Off Proceeds”), (B) Cash Spin-Off Proceeds are applied to permanently reduce Debt of the Borrower to the extent the Borrower elects and (C) an amount equal to any returns the excess of (including dividends, interest, distributions, returns of principal and profits on sale1) actually theretofore received in cash in respect of any such investment, loan or advance the Total Spin-Off Proceeds over (which amount shall not exceed 2) the amount of such Investment valued at cost at Cash Spin-Off Proceeds applied within 45 days after receipt thereof to permanently reduce Debt of the time such Investment was madeBorrower, shall increase the amount of the Availability Block (in accordance with the definition of “Availability Block” set forth in Section 1.01); and. (xxb) InvestmentsThe Borrower will not, loans and advances will not permit any of its Subsidiaries (other than an Unrestricted Subsidiary) to make any material acquisition unless (i) immediately before and after giving effect thereto, no Default shall have occurred and be continuing, (ii) in the case of any acquisition of a Person, such acquisition is non-hostile, (iii) the assets received by the Borrower or any Subsidiary to any Insurance its Restricted Subsidiary in an amount equal connection therewith are used or usable in the same line of business in which the Borrower or such Restricted Subsidiary have previously been engaged, (iv) immediately before and after giving effect thereto, Facility Availability is at least $100,000,000 and (v) immediately before and after giving effect thereto, the Borrower would be in pro forma compliance with the covenants set forth in Sections 6.13 and 6.14 (calculated giving effect to (A) such acquisition as if it had been consummated on the capital required under the applicable laws or regulations first day of the jurisdiction in fiscal period with respect to which such Insurance Subsidiary covenant is formed or determined by independent actuaries as prudent and necessary capital to operate such Insurance Subsidiary plus (B) any reasonable general corporate and overhead expenses of such Insurance Subsidiarycalculated).

Investments, Loans, Advances, Guarantees and Acquisitions. Neither Holdings nor the Borrower willThe Company will not, nor and will they not permit any Subsidiary of the Subsidiaries to, purchase purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Equity Interests in or evidences of indebtedness 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, Guarantee any Indebtedness or other obligations of, or make or permit to exist any investment 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 (collectively, “Investments”)unit, except: (i) Permitted Acquisitions; (iia) Permitted Investments; (iiib) Investments investments, loans and guarantees existing on the date hereof and set forth on Schedule 6.04; (ivc) Investments investments by Holdings in the Borrower and by the Borrower Company and the Subsidiaries in Equity Interests in their respective Subsidiariessubsidiaries, provided that (A) any such Equity Interests held by a Loan Party shall be pledged pursuant to the Collateral Agreement (subject to the limitations applicable to common stock of a Foreign Subsidiary referred to in the definition of “Collateral and Guarantee Requirement”) and (B) the aggregate amount of investments (other than investments set forth made on Schedule 6.04) or after the date hereof by Loan Parties in Subsidiaries subsidiaries that are not Loan Parties (together with outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v6.04(d) and outstanding Guarantees permitted to be incurred under clause (B) to the proviso to Section 6.04(vi6.04(e)) shall not exceed $15,000,000 an amount equal to twenty percent (20%) of Consolidated Tangible Net Worth at any time outstanding (in each case determined without regard to any write-downs or write-offs); (vd) loans or advances made by the Borrower Company to any Subsidiary and made by any Subsidiary to the Borrower Company or any other Subsidiary, provided that (A) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement and (B) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties (together with outstanding investments permitted under clause (B) to the proviso to of Section 6.04(iv6.04(c) and outstanding Guarantees permitted under clause (B) to the proviso to Section 6.04(vi6.04(e)) shall not exceed $15,000,000 an aggregate amount equal to twenty percent (20%) of Consolidated Tangible Net Worth at any time outstanding (in each case determined without regard to any write-downs or write-offs); (vie) Guarantees constituting Indebtedness permitted by Section 6.01, provided that (and without limiting the foregoing) the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(iv6.04(c) and outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v6.04(d)) shall not exceed $15,000,000 an amount equal to twenty percent (20%) of Consolidated Tangible Net Worth at any time outstanding (in each case determined without regard to any write-downs or write-offs); (viif) receivables or other trade payables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business consistent with past practice 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 such Subsidiary deems reasonable under the circumstancesSwap Agreements permitted by Section 6.06; (viiig) Investments consisting endorsements of Equity Interests, obligations, securities items for collection or other property received in settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made deposit in the ordinary course of business; (xh) loans investments, loans, or advances by the Borrower or any Subsidiary to employees and other individual service providers made in the ordinary course of business (including travel, entertainment and relocation expenses) of the Borrower or any Subsidiary not exceeding $2,500,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances); (xi) Investments in the form of Swap Agreements permitted by Section 6.07; (xii) Investments guarantees of any Person existing at the time such Person becomes a Subsidiary of the Borrower Company or consolidates or merges with the Borrower Company or any of the Subsidiaries (including in connection with a Permitted Acquisitionpermitted acquisition) so long as such investments investments, loans, or guarantees were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiiii) Investments received Permitted Securitizations; (j) mergers and acquisitions among the Company and the Subsidiaries permitted by Section 6.03(a); (k) investments in, or acquisitions of, any seller debt incurred in connection with the dispositions of assets any sale permitted by Section 6.05; (xivl) Investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (xv) Investments in Permitted Joint Ventures; provided that, if at the time of any such Investment pursuant to this Restricted Payments permitted by Section 6.04(xv), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Joint Ventures (together with the aggregate amount of Investments in Permitted Real Estate Joint Ventures permitted under Section 6.04(xvi)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (xvi) Investments in Permitted Real Estate Joint Ventures; provided that, if at the time of any such Investment pursuant to this Section 6.04(xvi), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Real Estate Joint Ventures (together with the aggregate amount of Investments in Permitted Joint Ventures permitted under Section 6.04(xv)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (xvii) payments, loans, advances to, and investments in, Consolidated Practices in the ordinary course of business and consistent with past practice in satisfaction of their obligations under any management services agreements; (xviii) Investments by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount, as valued at cost at the time each such Investment is made and including all related commitments for future advances, not exceeding the Available Amount immediately prior to the time of the making of any such Investment; (xix) Investments by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount not to exceed the sum of (A) $100,000,000 and (B) an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually theretofore received in cash in respect of any such investment, loan or advance (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made)6.07; and (xxm) Investmentsin addition to the investments otherwise permitted by this Section 6.04, the Company and the Subsidiaries may acquire (including pursuant to a merger permitted by Section 6.03(a)(v)) Equity Interests in or other securities of, acquire assets constituting a business unit of, make loans and or advances to, Guarantee any obligations of, or make any other investment in (including pursuant to a merger permitted by the Borrower or Section 6.03(a)(v)), any other Person (including any Subsidiary that is not a Loan Party) if (i) no Default exists or would result from the making of such acquisition, loan, advance, Guarantee or investment and (ii) after giving pro forma effect to such acquisition, loan, advance, Guarantee or investment, the Company shall be in compliance with the financial covenants set out in Article VII as calculated for the four fiscal quarter period most recently ended as if such acquisition, loan, advance, Guarantee or investment (and any Insurance Subsidiary Indebtedness incurred in an amount equal to (Aconnection therewith) the capital required under the applicable laws or regulations had occurred as of the jurisdiction in which such Insurance Subsidiary is formed or determined by independent actuaries as prudent and necessary capital to operate such Insurance Subsidiary plus (B) any reasonable general corporate and overhead expenses first day of such Insurance Subsidiaryperiod; provided, however, that upon the consummation of a Material Acquisition during the term of this Agreement, the Leverage Ratio may be greater than the Maximum Leverage Ratio for the Increase Period, but in no event shall the Leverage Ratio be greater than the Permitted Leverage Increase.

Investments, Loans, Advances, Guarantees and Acquisitions. Neither Holdings nor the Borrower willThe Company will not, nor and will they not permit any Subsidiary of its Subsidiaries to, purchase purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Equity Interests in or capital stock, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment 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 (collectivelyeach, an “InvestmentsInvestment”), except: (ia) Permitted Acquisitions; provided, that the Company shall comply with Section 5.09 following any such Permitted Acquisition within the times required thereby; (iib) Permitted Investments; (iiic) existing Investments set forth in Subsidiaries and other investments in existence on the date hereof and described in Schedule 6.04; (ivd) Investments by Holdings in the Borrower and made by the Borrower Company and the Subsidiaries in Equity Interests in their respective Subsidiaries, ; provided that (A) any such Equity Interests held by a Loan Party shall be pledged pursuant to the Collateral Agreement (subject to the limitations applicable to common stock of a Foreign Subsidiary referred to in the definition of “Collateral and Guarantee Requirement”) and (B) the aggregate amount of such investments (other than investments set forth on Schedule 6.04) by Loan Parties the Company and Subsidiary Guarantors in Foreign Subsidiaries that are not Loan Parties (together with outstanding intercompany loans and other Investments permitted under clause (B) to the first proviso to Section 6.04(vparagraph (e) below and outstanding Guarantees permitted to be incurred under clause (B) to the first proviso to Section 6.04(vi)paragraph (f) below) shall not exceed $15,000,000 150,000,000 at any time outstanding (outstanding; provided, further, that Investments made by the European Borrowers in each case determined without regard to Equity Interests in their respective Foreign Subsidiaries shall not exceed $25,000,000 at any write-downs or write-offs)time outstanding; (ve) loans or advances and other Investments made by the Borrower Company to or in any Subsidiary and made by any Subsidiary to or in the Borrower Company or any other Subsidiary, ; provided that (A) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement and (B) the amount of such loans and advances and other Investments made by Loan Parties the Company and Subsidiary Guarantors to or in Foreign Subsidiaries that are not Loan Parties (together with outstanding investments permitted under clause (B) to the first proviso to Section 6.04(ivparagraph (d) above and outstanding Guarantees permitted under clause (B) to the first proviso to Section 6.04(vi)paragraph (f) below) shall not exceed $15,000,000 150,000,000 at any time outstanding (in each case determined without regard outstanding; provided, further, that loans made by the European Borrowers to any write-downs Foreign Subsidiaries shall be limited by Section 6.01; and no such loan or write-offs)advance shall contravene the provisions of Section 151 of the English Companies Xxx 0000; (vif) Guarantees constituting Indebtedness permitted by Section 6.01, ; provided that (and without limiting the foregoing) the aggregate principal amount of Indebtedness of Foreign Subsidiaries that are not Loan Parties (excluding the Obligations) that is Guaranteed by the Company or any Loan Party Subsidiary Guarantor (together with outstanding investments permitted under clause (B) to the first proviso to Section 6.04(ivparagraph (d) above and outstanding intercompany loans permitted under clause (B) to the first proviso to Section 6.04(v)paragraph (e) above) shall not exceed $15,000,000 150,000,000 at any time outstanding outstanding; provided, further, that guarantees made by the European Borrowers in respect of Foreign Subsidiaries shall be limited by Section 6.01; (g) Guarantees by the Company or any Subsidiary of operating leases or of other obligations that do not constitute Indebtedness, in each case determined without regard to entered into by the Company or any write-downs or write-offs)Subsidiary in the ordinary course of business; (viih) receivables or other accounts receivable and extensions of trade payables owing to credit in the Borrower ordinary course of business; (i) Investments of the Company or any Subsidiary if created under Swap Agreements permitted hereunder; (j) loans and advances to employees, officers and directors of the Company or acquired any of its Subsidiaries in the ordinary course of business consistent with past practice in an aggregate principal amount (for the Company 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 all Subsidiaries) not to exceed $2,500,000 at any such Subsidiary deems reasonable under the circumstancesone time outstanding; (viiik) Investments consisting of Equity Interests, obligations, securities or other property received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts of and disputes with with, customers and suppliers suppliers, in each case in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgmentsbusiness; (ixl) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of businessbusiness not to exceed $2,500,000 at any one time outstanding; (xm) other Investments (whether in capital stock, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing), loans or advances advances, Guarantees or other investments and interests) not exceeding $50,000,000 at any time outstanding (determined as the amount originally advanced, loaned or otherwise invested, less any returns on the respective investment not to exceed the original amount invested); (n) so long as no Default exists at the time thereof, other Investments (whether in capital stock, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing), loans or advances, Guarantees or other investments and interests), so long as on the date of such Investment, giving effect to any such Investment, the Total Leverage Ratio does not exceed 2.25 to 1.00 (determined on a Pro Forma Basis after giving effect to the applicable Investment, recomputed as of the last day of the most recently ended fiscal quarter of the Company for which financial statements are available); (o) promissory notes and other noncash consideration received by the Borrower Company or any Subsidiary in connection with any disposition permitted hereunder; (p) so long as no Default exists at the time thereof, Investments to employees and other individual service providers the extent that payment for such Investments is made in the ordinary course of business (including travel, entertainment and relocation expenses) with Qualified Equity Interests of the Borrower Company or with net proceeds of any issuance of Qualified Equity Interests of the Company; and (q) Investments made by any Loan Party to any Subsidiary that is not exceeding a Loan Party consisting of intercompany advances arising from cash management, tax and accounting operations of the Company and it Subsidiaries, not to exceed $2,500,000 20,000,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances); (xi) Investments in the form of Swap Agreements permitted by Section 6.07; (xii) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiii) Investments received in connection with the dispositions of assets permitted by Section 6.05; (xiv) Investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (xv) Investments in Permitted Joint Ventures; provided that, if at the time of any such Investment pursuant to this Section 6.04(xv), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Joint Ventures (together with the aggregate amount of Investments in Permitted Real Estate Joint Ventures permitted under Section 6.04(xvi)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (xvi) Investments in Permitted Real Estate Joint Ventures; provided that, if at the time of any such Investment pursuant to this Section 6.04(xvi), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Real Estate Joint Ventures (together with the aggregate amount of Investments in Permitted Joint Ventures permitted under Section 6.04(xv)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (xvii) payments, loans, advances to, and investments in, Consolidated Practices in the ordinary course of business and consistent with past practice in satisfaction of their obligations under any management services agreements; (xviii) Investments by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount, as valued at cost at the time each such Investment is made and including all related commitments for future advances, not exceeding the Available Amount immediately prior to the time of the making of any such Investment; (xix) Investments by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount not to exceed the sum of (A) $100,000,000 and (B) an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually theretofore received in cash in respect of any such investment, loan or advance (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); and (xx) Investments, loans and advances by the Borrower or any Subsidiary to any Insurance Subsidiary in an amount equal to (A) the capital required under the applicable laws or regulations of the jurisdiction in which such Insurance Subsidiary is formed or determined by independent actuaries as prudent and necessary capital to operate such Insurance Subsidiary plus (B) any reasonable general corporate and overhead expenses of such Insurance Subsidiaryoutstanding.

Investments, Loans, Advances, Guarantees and Acquisitions. Neither Holdings nor None of the Borrower will, nor will they permit or any Subsidiary towill purchase, purchase or hold, acquire (including pursuant to any merger or consolidation with any Person that was not a wholly wholly-owned Subsidiary prior to such merger) any Equity Interests in or evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) ofthereto), make or otherwise permit to exist any loans or advances to, Guarantee any obligations of, or make any investment or any other interest in, Investment in any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any all or substantially all the assets of any other Person constituting or of a business unit (collectivelyunit, “Investments”)division, product line or line of business of any other Person, or assets acquired other than in the ordinary course of business that, following the acquisition thereof, would constitute a substantial portion of the assets of the Borrower and the Subsidiaries, taken as a whole, except: (i) Permitted Acquisitions; (iia) Permitted Investments; (iiib) Investments existing on the date hereof and set forth on Schedule 6.04 (but not any additions thereto (including any capital contributions) made after the date hereof unless such additions are permitted by other clauses of this Section 6.04); (ivc) Investments by Holdings in the Borrower and by the Borrower and the Subsidiaries in Equity Interests in their respective Subsidiaries, subsidiaries; provided that (Ai) such subsidiaries are Subsidiaries prior to such investments, (ii) any such Equity Interests held by a Loan Party shall be pledged pursuant to in accordance with the Collateral Agreement (subject to the limitations applicable to common stock requirements of a Foreign Subsidiary referred to in the definition of the term “Collateral and Guarantee Requirement”) ” and (Biii) the aggregate outstanding amount of investments (other than investments set forth on Schedule 6.04) the Investments made, acquired or entered into by the Loan Parties in Subsidiaries that are not Loan Parties (together with outstanding intercompany loans permitted under this clause (B) to the proviso to Section 6.04(vc) and outstanding Guarantees permitted to be incurred under clause clauses (Bd) to the proviso to and (e) of this Section 6.04(vi)) 6.04 shall not exceed the greater of (x) 5.0% of Consolidated Total Assets and (y) $15,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs)25,000,000; (vd) Investments consisting of loans or advances made by the Borrower to any Subsidiary and made by or any Subsidiary to the Borrower or any other Subsidiary, ; provided that (Ai) any the Indebtedness resulting therefrom is permitted by Section 6.01(a)(iii) and (ii) such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement and (B) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties (together with outstanding investments permitted under shall be subject to the limitation set forth in clause (Bc)(iii) to the proviso to Section 6.04(iv) and outstanding Guarantees permitted under clause (B) to the proviso to Section 6.04(vi)) shall not exceed $15,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs)above; (vie) Investments consisting of Guarantees constituting by the Borrower or any Subsidiary of Indebtedness permitted by Section 6.01or other obligations of the Borrower or any Subsidiary (including any such Guarantees arising as a result of any such Person being a joint and several co-applicant with respect to any loan, letter of credit or letter of guaranty); provided that (i) a Subsidiary that has not Guaranteed the Secured Obligations pursuant to the Collateral Agreement shall not Guarantee any Indebtedness or other obligations of any Loan Party and without limiting the foregoing(ii) the aggregate principal amount such Guarantees by Loan Parties of Indebtedness and other obligations of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party (together with outstanding investments permitted under shall be subject to the limitation set forth in clause (Bc)(iii) to above; (f) Investments consisting of accounts receivable, or received in connection with the proviso to Section 6.04(iv) bankruptcy or reorganization of, or settlement of delinquent accounts and outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v)) shall not exceed $15,000,000 at any time outstanding (disputes with, customers and suppliers, in each case determined without regard to any write-downs or write-offs); (vii) receivables or other trade payables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business consistent with past practice 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 such Subsidiary deems reasonable under the circumstancesbusiness; (viiig) Investments consisting made as a result of Equity Intereststhe receipt of non-cash consideration from a sale, obligationstransfer, securities lease or other property received disposition, or an exclusive license, of any asset in settlement of delinquent accounts of and disputes compliance with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgmentsSection 6.05; (ixh) Investments by the Borrower or any Subsidiary that result solely from the receipt by the Borrower or such Subsidiary from any of its subsidiaries of a dividend or other Restricted Payment in the form of Equity Interests, evidences of Indebtedness or other securities (but not any additions thereto made after the date of the receipt thereof); (i) Investments in the form of Hedging Agreements permitted under Section 6.07; (j) payroll, travel and similar advances to directors and employees of the Borrower or any Subsidiary to cover matters that are expected at the time of such advances ultimately to be treated as expenses of the Borrower or such Subsidiary for accounting purposes and that are made in the ordinary course of business; (xk) loans or advances by to directors and employees of the Borrower or any Subsidiary to employees and other individual service providers made in the ordinary course of business business; provided that the aggregate amount of such loans and advances outstanding at any time shall not exceed $5,000,000; (l) Permitted Acquisitions; (m) Specified Foreign Acquisitions; provided that the sum of (i) the aggregate consideration paid (whether consisting of cash or other assets and including travelthe aggregate amount of any Indebtedness or other obligations assumed, entertainment and relocation expenses) but excluding consideration in the form of Equity Interests of the Borrower or that do not constitute Disqualified Equity Interests) for all such Specified Foreign Acquisitions, (ii) the aggregate outstanding amount of Investments in Foreign Subsidiaries pursuant to clauses (c), (d) and (e) of this Section 6.04 and (iii) the aggregate outstanding amount of Investments in Joint Ventures pursuant to clause (n) of this Section 6.04, shall not exceed the greater of (x) 15% of Consolidated Total Assets and (y) $100,000,000 (as reduced by any Subsidiary not exceeding $2,500,000 deemed utilization of such basket provided for in the definition of “Permitted Acquisition”); (n) Investments in Joint Ventures in an aggregate amount at any time outstanding (determined without regard to any write-downs or write-offs not in excess of such loans or advances);$20,000,000; and (xio) other Investments in the form of Swap Agreements permitted by Section 6.07; (xii) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiii) Investments received in connection with the dispositions of assets permitted by Section 6.05; (xiv) Investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (xv) Investments in Permitted Joint Ventures; provided that, if at the time of any such Investment pursuant to this Section 6.04(xv), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the an aggregate amount of Investments in Permitted Joint Ventures (together with the aggregate amount of Investments in Permitted Real Estate Joint Ventures permitted under Section 6.04(xvi)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns not in excess of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (xvi) Investments in Permitted Real Estate Joint Ventures; provided that, if at the time of any such Investment pursuant to this Section 6.04(xvi), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Real Estate Joint Ventures (together with the aggregate amount of Investments in Permitted Joint Ventures permitted under Section 6.04(xv)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (xvii) payments, loans, advances to, and investments in, Consolidated Practices in the ordinary course of business and consistent with past practice in satisfaction of their obligations under any management services agreements; (xviii) Investments by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount, as valued at cost at the time each such Investment is made and including all related commitments for future advances, not exceeding the Available Amount immediately prior to the time of the making of any such Investment; (xix) Investments by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount not to exceed the sum of (A) $100,000,000 and (B) an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually theretofore received in cash in respect of any such investment, loan or advance (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); and (xx) Investments, loans and advances by the Borrower or any Subsidiary to any Insurance Subsidiary in an amount equal to (A) the capital required under the applicable laws or regulations of the jurisdiction in which such Insurance Subsidiary is formed or determined by independent actuaries as prudent and necessary capital to operate such Insurance Subsidiary plus (B) any reasonable general corporate and overhead expenses of such Insurance Subsidiary5,000,000.

Investments, Loans, Advances, Guarantees and Acquisitions. Neither Holdings nor the Borrower willParent will not, nor and will they not permit any Restricted Subsidiary to, purchase or purchase, hold, acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Equity Interests in or evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) ofconsolidation), make or otherwise permit to exist any loans or advances to, Guarantee any obligations of, or make any investment or any other interest in, Investment in any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any all or substantially all the assets of any other Person constituting or of a business unit (collectivelyunit, “Investments”)division, product line or line of business of any other Person, except: (ia) Permitted AcquisitionsInvestments in cash and Cash Equivalents; (iib) Permitted InvestmentsInvestments existing on the Effective Date and set forth on Section 6.04 of the Disclosure Letter (but not any additions thereto (including any capital contributions) made after the Effective Date); (iii) Investments set forth on Schedule 6.04; (ivc) Investments by Holdings in the Borrower and by the Borrower Parent and the Restricted Subsidiaries in Equity Interests in their respective Subsidiaries, subsidiaries (other than Investments permitted under Section 6.04(o)); provided that (Ai) any such Equity Interests held by a Loan Party shall be pledged pursuant subsidiaries are Subsidiaries prior to the Collateral Agreement such Investments, (subject to the limitations applicable to common stock of a Foreign Subsidiary referred to in the definition of “Collateral and Guarantee Requirement”) and (Bii) the aggregate amount of investments (other than investments set forth on Schedule 6.04) such Investments by the Loan Parties in in, and loans and advances by the Loan Parties to, and Guarantees by the Loan Parties of Indebtedness and other obligations of, Restricted Subsidiaries that are not Loan Parties (excluding all such Investments, loans, advances and Guarantees existing on the Effective Date and permitted by clause (b) above), together with outstanding intercompany loans permitted under clause Investments, loans, advances and Guarantees pursuant to clauses (B) to the proviso to Section 6.04(vd) and outstanding Guarantees permitted to be incurred under clause (Be) to the proviso to Section 6.04(vi)) below, shall not exceed $15,000,000 50,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs)outstanding; (vd) loans or advances made by the Borrower Parent to any Restricted Subsidiary and or made by any Restricted Subsidiary to the Borrower Parent or any other Subsidiary, Restricted Subsidiary (other than loans or advances permitted under Section 6.04(o)); provided that (Ai) any such loans and advances made the Indebtedness resulting therefrom is permitted by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement Section 6.01(a)(iii), and (Bii) the amount of such loans and advances made by the Loan Parties to Restricted Subsidiaries that are not Loan Parties (together with outstanding investments permitted under shall be subject to the limitation set forth in clause (Bc) to the proviso to Section 6.04(iv) and outstanding Guarantees permitted under clause (B) to the proviso to Section 6.04(vi)) shall not exceed $15,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs)above; (vie) Guarantees constituting by Parent or any Restricted Subsidiary of Indebtedness permitted by Section 6.01, or other obligations of Parent or any Restricted Subsidiary (including any such Guarantees (i) arising as a result of any such Person being a joint and several co-applicant with respect to any letter of credit or letter of guaranty or (ii) of any leases of retail store locations and related obligations arising thereunder); provided that (and without limiting the foregoing) the aggregate principal amount of Indebtedness and other obligations of Restricted Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party (together with outstanding investments permitted under shall be subject to the limitation set forth in clause (Bc) above; (f) other Investments in an amount not to exceed the proviso to Section 6.04(ivAvailable Amount; provided that, at the time each such Investment is made no Event of Default shall have occurred and be continuing or would result therefrom; (g) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v)) shall not exceed $15,000,000 at any time outstanding (disputes with, customers and suppliers, in each case determined without regard to any write-downs or write-offs); (vii) receivables or other trade payables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business consistent with past practice 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 such Subsidiary deems reasonable under the circumstancesbusiness; (viiih) Investments consisting of Equity Interests, obligations, securities or other property received in settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgmentsPermitted Acquisition; (ixi) Investments by the Borrower or any Subsidiary in payrolldeposits, travel prepayments and similar advances other credits to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes suppliers, lessors and that are landlords made in the ordinary course of business; (xj) loans or advances by the Borrower Parent or any Restricted Subsidiary to employees and other individual service providers made in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes; (including travelk) Investments made as a result of receipt of non-cash consideration from a sale, entertainment and relocation expenses) transfer or other disposition of the Borrower or any Subsidiary not exceeding $2,500,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advancesassets permitted under Section 6.05(g); (xil) Investments in the form of Swap Agreements permitted by under Section 6.07; (xiim) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiii) Investments received in connection with the dispositions of assets permitted by Section 6.05; (xiv) Investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (xv) Investments in Permitted Joint Ventures; provided that, if at the time ” and endorsements of any such Investment pursuant to this Section 6.04(xv), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals instruments for collection or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Joint Ventures (together with the aggregate amount of Investments in Permitted Real Estate Joint Ventures permitted under Section 6.04(xvi)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (xvi) Investments in Permitted Real Estate Joint Ventures; provided that, if at the time of any such Investment pursuant to this Section 6.04(xvi), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Real Estate Joint Ventures (together with the aggregate amount of Investments in Permitted Joint Ventures permitted under Section 6.04(xv)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (xvii) payments, loans, advances to, and investments in, Consolidated Practices deposit in the ordinary course of business and consistent with past practice in satisfaction of their obligations under any management services agreementsbusiness; (xviiin) other Investments by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount, as valued at cost at the time each such Investment is made and including all related commitments for future advances, not exceeding the Available Amount immediately prior to the time of the making of any such Investment; (xix) Investments by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount not to exceed the sum of (A) $100,000,000 and (B) an amount equal to at any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually theretofore received in cash in respect of any such investment, loan or advance (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made)outstanding; and (xxo) Investments, loans and advances made by Parent to any Restricted Subsidiary or made by any Restricted Subsidiary to Parent or any other Restricted Subsidiary made after the Amendment No. 2 Effective Date for the purposes of sourcing inventory or managing cash of Parent and the Restricted Subsidiaries; provided that any Indebtedness resulting therefrom is permitted by Section 6.01(a)(xx).; and (p) Investments consisting of (i) the transfer by any Loan Party or Restricted Subsidiary of Indebtedness or Equity Interests of any Restricted Subsidiary that is not a Loan Party to any Loan Party or Restricted Subsidiary in exchange for other Equity Interests or Indebtedness of a Restricted Subsidiary that is not a Loan Party or (ii) Investments in Restricted Subsidiaries created in compliance with Section 5.03 and the Collateral and Guarantee Requirement in a restructuring transaction or series of related restructuring transactions not otherwise prohibited by this Agreement such that, after giving effect to such Investments and restructuring transaction or series of related restructuring transactions, the aggregate Investment by the Borrower or any Subsidiary to any Insurance Subsidiary Loan Parties in an amount equal to (A) the capital required under the applicable laws or regulations of the jurisdiction in which such Insurance Subsidiary is formed or determined all Restricted Subsidiaries that are not Loan Parties has not increased except as otherwise permitted by independent actuaries as prudent and necessary capital to operate such Insurance Subsidiary plus (B) any reasonable general corporate and overhead expenses of such Insurance Subsidiarythis Section 6.04.

Investments, Loans, Advances, Guarantees and Acquisitions. Neither Holdings nor the Borrower willPurchase, nor will they permit any 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 in or capital 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, Guarantee any obligations of, or make or permit to exist any investment 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 (collectivelywhether through purchase of assets, “Investments”merger or otherwise), except: (ia) Permitted Investments, subject to control agreements in favor of the Lender or otherwise subject to a perfected security interest in favor of the Lender; (b) Permitted Acquisitions, subject to Lender’s receipt of any Loan Guarantees and security agreements in favor of the Lender required pursuant to Section 6.9; (iic) Permitted Investmentsinvestments in existence on the date of this Agreement and described in Schedule 7.4; (iiid) Investments set forth on Schedule 6.04; (iv) Investments by Holdings in the Borrower and investments by the Borrower and the Subsidiaries in Equity Interests in their respective Subsidiaries, provided that (Ai) any such Equity Interests held by a Loan Party shall be pledged pursuant to the Collateral Agreement Security Documents (subject to the limitations applicable to common stock of a Foreign foreign Subsidiary referred to in the definition of “Collateral and Guarantee Requirement”Section 6.9) and (Bii) the aggregate amount of investments (other than investments set forth on Schedule 6.04) by Loan Parties in Subsidiaries that are not Loan Parties (together with outstanding intercompany loans permitted under clause (Bii) to the proviso to Section 6.04(v7.4(e) and outstanding Guarantees permitted to be incurred under clause (B) to the proviso to Section 6.04(vi7.4(f)) shall not exceed $15,000,000 100,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (ve) loans or advances made by the Borrower to any Subsidiary and made by any Subsidiary to the Borrower or any other Subsidiary, provided that (Ai) any such loans and advances made by a Loan Party shall be subject to the Security Documents and shall be evidenced by a promissory note pledged pursuant note, endorsed and delivered to the Collateral Agreement Lender and (Bii) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties (together with outstanding investments permitted under clause (Bii) to the proviso to Section 6.04(iv7.4(d) and outstanding Guarantees permitted under clause (B) to the proviso to Section 6.04(vi7.4(f)) shall not exceed $15,000,000 100,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (vif) Guarantees constituting Indebtedness permitted by Section 6.017.1, provided that (and without limiting the foregoing) the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party shall (together with outstanding investments permitted under clause (Bii) to the proviso to Section 6.04(iv7.4(d) and outstanding intercompany loans permitted under clause (Bii) to the proviso to Section 6.04(v7.4(e)) shall not exceed $15,000,000 100,000.00 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (viig) receivables loans or other trade payables owing advances made by a Loan Party to the Borrower or any Subsidiary if created or acquired its employees on an arms-length basis in the ordinary course of business consistent with past practice practices for travel and payable or dischargeable in accordance with customary trade termsentertainment expenses, provided that such trade terms may include such concessionary trade terms as the Borrower or any such Subsidiary deems reasonable under the circumstancesrelocation costs and similar purposes; (viiih) Investments consisting of Equity Interests, obligations, securities or other property received in settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business; (x) loans or advances by the Borrower or any Subsidiary to employees and other individual service providers made in the ordinary course of business (including travel, entertainment and relocation expenses) of the Borrower or any Subsidiary not exceeding $2,500,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances); (xi) Investments investments in the form of Swap Agreements permitted by Section 6.077.7; (xiii) Investments investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiiij) Investments investments received in connection with the dispositions of assets permitted by Section 6.057.5; (xivk) Investments investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”;, (xvl) Investments in Permitted Joint Ventures; provided that, if at the time investments of any such Investment funds held pursuant to this Section 6.04(xv)employee deferred compensation plans, on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Joint Ventures (together with the aggregate amount of Investments in Permitted Real Estate Joint Ventures permitted under Section 6.04(xvi)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (xvi) Investments in Permitted Real Estate Joint Ventures; provided that, if at the time of any such Investment pursuant to this Section 6.04(xvi), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Real Estate Joint Ventures (together with the aggregate amount of Investments in Permitted Joint Ventures permitted under Section 6.04(xv)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (xvii) payments, loans, advances to, and investments in, Consolidated Practices in the ordinary course of business and consistent with past practice in satisfaction of their obligations under any management services agreements; (xviii) Investments by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount, as valued at cost at the time each such Investment is made and including all related commitments for future advances, not exceeding the Available Amount immediately prior to the time of the making of any such Investment; (xix) Investments by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount not to exceed the sum of (A) $100,000,000 and (B) an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually theretofore received in cash in respect of any such investment, loan or advance (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); and (xxm) Investmentscapital stock or other securities with a maximum aggregate value or face amount not exceeding $100,000 at any time, loans acquired in connection with the compromise, settlement or collection of accounts receivable and advances by the Borrower or any Subsidiary to any Insurance Subsidiary in an amount equal to (A) the capital required under the applicable laws or regulations provided there exists no Event of the jurisdiction in which Default at such Insurance Subsidiary is formed or determined by independent actuaries as prudent and necessary capital to operate such Insurance Subsidiary plus (B) any reasonable general corporate and overhead expenses of such Insurance Subsidiarytime.

Investments, Loans, Advances, Guarantees and Acquisitions. Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any Subsidiary to, purchase make or acquire (including pursuant to permit any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Equity Interests in or evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) ofAcquisition, make or permit to exist any loans or advances toto any other Person, Guarantee any obligations ofof any other Person, or make or permit to exist any investment or any other interest in, 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 (collectively, “Investments”), except: (ia) Permitted AcquisitionsInvestments, subject to control agreements in favor of the Administrative Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Administrative Agent for the benefit of the Lenders; (iib) Permitted Investments; (iii) Investments set forth investments in existence on the date of this Agreement and described in Schedule 6.04; (ivc) Investments by Holdings in the Borrower and investments by the Borrower and the Subsidiaries in Equity Interests in their respective Subsidiaries, provided that (A) any such Equity Interests held by a Loan Party shall be pledged pursuant to the Collateral Security Agreement (subject to the limitations applicable to common stock of a Foreign foreign Subsidiary referred to in the definition of “Collateral and Guarantee Requirement”Section 5.13) and (B) the aggregate amount of investments (other than investments set forth on Schedule 6.04) by Loan Parties in Subsidiaries that are not Loan Parties (together with outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v6.04(d) and outstanding Guarantees permitted to be incurred under clause (B) to the proviso to Section 6.04(vi6.04(e)) shall not exceed $15,000,000 $ 250,0000.00 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (vd) loans or advances made by the Borrower to any Subsidiary and made by any Subsidiary to the Borrower or any other Subsidiary, provided that (A) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement and Security Agreement, (B) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(iv6.04(c) and outstanding Guarantees permitted under the proviso to Section 6.04(e)) shall not exceed $250,000.00 at any time outstanding (in each case determined without regard to any write-downs or write-offs), and (C) no Default or Event of Default shall then exist and be continuing; (e) Guarantees constituting Indebtedness permitted by Section 6.01, provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party shall (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(vi6.04(c) and outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(d)) shall not exceed $15,000,000 250,000.00 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (vif) Guarantees constituting Indebtedness Acquisitions, so long as, as to each proposed Acquisition: (i) no Default or Event of Default is in existence at the time of the consummation of such proposed Acquisition or would exist after giving effect thereto, (ii) all representations and warranties contained in this Agreement and in the other Loan Documents shall be true and correct in all material respects with the same effect as though such representations and warranties were made on and as of the date of such proposed Acquisition (both before and after giving effect thereto) except to the extent limited to a specific prior date or incorrect as a result of transactions permitted by Section 6.01under the Loan Documents, (iii) no other agreement, provided that (and without limiting the foregoing) the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by contract or instrument to which any Loan Party is a party restricts or prohibits such proposed Acquisition, (together iv) the proposed Acquisition is not a hostile or contested Acquisition and is not opposed by the board of directors (or equivalent governing body) of the Person being acquired or the Person transferring the subject business unit or ongoing business, (v) in the case of an Acquisition that entails a merger or consolidation or other combination with outstanding investments permitted under clause another Person, a Loan Party is the surviving entity, (Bvi) the consideration paid or to be paid in connection with such Acquisition, when added to the proviso to Section 6.04(iv) and outstanding intercompany loans permitted under clause (B) to consideration paid in connection with all other Acquisitions that occurred during the proviso to Section 6.04(v)) shall one-year period ending on the date of such proposed Acquisition, does not exceed $15,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs);10,000,000.00, (vii) receivables the Borrower shall have given the Administrative Agent written notice at least five (5) Business Days prior to consummation of such proposed Acquisition (each of such notice, a “Permitted Acquisition Notice”), which notice shall (1) contain the estimated date that such proposed Acquisition is scheduled to be consummated, (2) attach a true and correct copy of the most recent draft of the principal Acquisition Document (if available) or, if the principal Acquisition Document is not available, the letter of intent, description of material terms or other trade payables owing similar agreements executed by the parties thereto in connection with such proposed Acquisition, (3) contain the estimated aggregate consideration to be paid in connection such proposed Acquisition and the estimated amount of related costs and expenses and the intended method of financing thereof (which may include a Borrowing hereunder), (4) contain audited (to the extent available) or internally prepared financial statements for the most recent year-end and quarterly periods of the target company (in the case of an Acquisition of Equity Interests) or for the applicable business unit, as the case may be, (5) contain a combined income statement and estimated closing balance sheet prepared by or on behalf of the Borrowers, in each case outlining the performance and condition of each of the Borrowers and the target, and the combination of both, and (6) include an officer’s certificate executed by a Financial Officer of the Borrower, certifying as to compliance with the requirements of this Section 6.04(f), containing the calculations required in this Section 6.04(f), (viii) the applicable Permitted Acquisition Notice reflects that the Funded Debt to EBITDA would be less than or equal to 3.50 to 1.0 (or, subject to and assuming that the Borrower would comply with the provisions of Section 6.13(b), 4.00 to 1.00) on a pro forma basis as of the last day of the fiscal quarter immediately prior to such proposed Acquisition after giving effect to the consummation of such proposed Acquisition (with the Funded Debt to EBITDA Ratio adjusted to take into account the financial impact of such proposed Acquisition as if such Acquisition had occurred prior to, and the Person or any property acquired pursuant to such Acquisition had been owned by a Loan Party throughout, the entire calculation period prior to the date as of which such calculation is being made), (ix) promptly upon request following delivery of the Permitted Acquisition Notice, the Borrower shall have provided the Administrative Agent and each of the Lenders with such additional information as the Administrative Agent shall have reasonably requested, (x) if such Acquisition entails the acquisition of the Equity Interests of a Person, the Acquisition is structured so that the acquired Person shall become a Subsidiary if created of a Loan Party and, within five (5) Business Days after consummation of the Acquisition, the acquired Person executes a Joinder Agreement and such other documents and instruments as are contemplated by Section 5.13, and (xi) such Acquisition is of assets to be used in a Loan Party’s business or acquired is of Equity Interests of a Person engaged in business of a type that is substantially related or incidental to that of one or more of the Loan Parties, in each case compared to the business of the Loan Parties as conducted on the date of this Agreement, (The consummation of each Acquisition shall be deemed to be a representation and warranty by the Borrower that all conditions thereto have been satisfied and that same is permitted in accordance with the terms of this Agreement, which representation and warranty shall be deemed to be a representation and warranty for all purposes hereunder.) (g) 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 practice practices for travel and payable or dischargeable entertainment expenses, relocation costs and similar purposes up to a maximum of $10,000.00 to any employee and up to a maximum of $100,000.00 in accordance with customary trade terms, provided that such trade terms may include such concessionary trade terms as the Borrower or aggregate at any such Subsidiary deems reasonable under the circumstancesone time outstanding; (viiih) Investments consisting subject to Sections 4.2(a) and 4.4 of Equity Intereststhe Security Agreement, obligationsnotes payable, securities or stock or other property received in securities issued by Account Debtors to a Loan Party pursuant to negotiated agreements with respect to settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made Account Debtor’s Accounts in the ordinary course of business, consistent with past practices; (xi) loans or advances by the Borrower or any Subsidiary to employees and other individual service providers made in the ordinary course of business (including travel, entertainment and relocation expenses) of the Borrower or any Subsidiary not exceeding $2,500,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances); (xi) Investments investments in the form of Swap Agreements permitted by Section 6.07; (xiij) Investments investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisitionpermitted acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiiik) Investments investments received in connection with the dispositions of assets permitted by Section 6.05;; and (xivl) Investments investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances.”; (xv) Investments in Permitted Joint Ventures; provided that, if at the time of any such Investment pursuant to this Section 6.04(xv), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Joint Ventures (together with the aggregate amount of Investments in Permitted Real Estate Joint Ventures permitted under Section 6.04(xvi)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (xvi) Investments in Permitted Real Estate Joint Ventures; provided that, if at the time of any such Investment pursuant to this Section 6.04(xvi), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Real Estate Joint Ventures (together with the aggregate amount of Investments in Permitted Joint Ventures permitted under Section 6.04(xv)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (xvii) payments, loans, advances to, and investments in, Consolidated Practices in the ordinary course of business and consistent with past practice in satisfaction of their obligations under any management services agreements; (xviii) Investments by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount, as valued at cost at the time each such Investment is made and including all related commitments for future advances, not exceeding the Available Amount immediately prior to the time of the making of any such Investment; (xix) Investments by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount not to exceed the sum of (A) $100,000,000 and (B) an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually theretofore received in cash in respect of any such investment, loan or advance (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); and (xx) Investments, loans and advances by the Borrower or any Subsidiary to any Insurance Subsidiary in an amount equal to (A) the capital required under the applicable laws or regulations of the jurisdiction in which such Insurance Subsidiary is formed or determined by independent actuaries as prudent and necessary capital to operate such Insurance Subsidiary plus (B) any reasonable general corporate and overhead expenses of such Insurance Subsidiary.

Investments, Loans, Advances, Guarantees and Acquisitions. Neither Holdings nor the Borrower willThe Company will not, nor and will they not permit any Subsidiary to, purchase or purchase, hold, acquire (including pursuant to any merger or consolidation with any Person that was not a wholly wholly-owned Subsidiary prior to such merger) any Equity Interests in or evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) ofthereto), make or otherwise permit to exist any loans or advances to, Guarantee any obligations of, or make any investment or any other interest in, Investment in any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any all or substantially all the assets of any other Person constituting or of a business unit (collectivelyunit, “Investments”)division, product line or line of business of any other Person, except: (i) Permitted Acquisitions; (iia) Permitted Investments; (iiib) Investments existing on the date hereof and set forth on Schedule 6.046.04 (but not any additions thereto (including any capital contributions) made after the date hereof); (ivc) Investments by Holdings in the Borrower and by the Borrower Company and the Subsidiaries in Equity Interests in their respective Subsidiaries, subsidiaries; provided that (Ai) such subsidiaries are Subsidiaries prior to such Investments, (ii) any such Equity Interests held by a Loan Party shall be pledged pursuant to in accordance with the Collateral Agreement (subject to the limitations applicable to common stock requirements of a Foreign Subsidiary referred to in the definition of the term “Collateral and Guarantee Requirement”) ” and (Biii) the aggregate amount of investments (other than investments set forth on Schedule 6.04) such Investments by the Loan Parties in in, and loans and advances by the Loan Parties to, and Guarantees by the Loan Parties of Indebtedness and other obligations of, Subsidiaries that are not Loan Parties (together with outstanding intercompany loans excluding all such Investments, loans, advances and Guarantees existing on the date hereof and permitted under by clause (Bb) to the proviso to Section 6.04(v) and outstanding Guarantees permitted to be incurred under clause (B) to the proviso to Section 6.04(vi)above) shall not exceed $15,000,000 100,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs)outstanding; (vd) loans or advances made by the Borrower Company to any Subsidiary and or made by any Subsidiary to the Borrower Company or any other Subsidiary, ; provided that (Ai) the Indebtedness resulting therefrom is permitted by Section 6.01(a)(iii), (ii) any such loans and advances made by a Loan Party shall be evidenced by a promissory note (which may be in the form of a grid note) pledged pursuant to the Collateral Agreement and (Biii) the amount of such loans and advances made by the Loan Parties to Subsidiaries that are not Loan Parties (together with outstanding investments permitted under shall be subject to the limitation set forth in clause (Bc) to the proviso to Section 6.04(iv) and outstanding Guarantees permitted under clause (B) to the proviso to Section 6.04(vi)) shall not exceed $15,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs)above; (vie) Guarantees constituting by the Company or any Subsidiary of Indebtedness permitted by Section 6.01, or other obligations of the Company or any Subsidiary (including any such Guarantees (i) arising as a result of any such Person being a joint and several co-applicant with respect to any letter of credit or letter of guaranty or (ii) of any leases of retail store locations and related obligations arising thereunder); provided that (and without limiting the foregoing) the aggregate principal amount of Indebtedness and other obligations of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party (together with outstanding investments permitted under shall be subject to the limitation set forth in clause (Bc) to above; (f) Guarantees of the proviso to Section 6.04(iv) and outstanding intercompany loans permitted obligations of the Canadian Subsidiaries under real property leases; provided that the aggregate amount of Guarantees under this clause (Bf) to the proviso to Section 6.04(v)) shall may not exceed $15,000,000 100,000,000 at any time outstanding outstanding; (g) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case determined without regard to any write-downs or write-offs); (vii) receivables or other trade payables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business consistent with past practice 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 such Subsidiary deems reasonable under the circumstancesbusiness; (viiih) Investments consisting any Permitted Acquisition; provided that (i) both before and after giving effect to such acquisition no Default or Event of Equity InterestsDefault shall have occurred and be continuing, obligations(ii) after giving effect to such acquisition on a Pro Forma Basis, securities the Total Leverage Ratio shall not exceed 2.50 to 1.00 and the Senior Secured Leverage Ratio shall not exceed 1.25 to 1.00 (in each case calculated as of the last day of the fiscal quarter of the Company then most recently ended for which financial statements have been delivered pursuant to Section 5.01(a) or other property received in settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing 5.01(b) (or prior to the Borrower or any Subsidiary or first such delivery, as of April 28, 2012), provided that, for purposes of the foregoing, the Total Indebtedness and the Senior Secured Indebtedness shall be determined on a Pro Forma Basis as of the date of such acquisition), and (iii) the Company shall have delivered to the Administrative Agent a certificate of a Financial Officer of the Company in satisfaction form and detail reasonably satisfactory to the Administrative Agent setting forth computations demonstrating compliance with the requirement set forth in clause (ii) above and confirming that the other requirements of judgmentsthe definition of the term “Permitted Acquisition” and this clause (h) have been satisfied; (ixi) Investments by the Borrower or any Subsidiary in payrolldeposits, travel prepayments and similar advances other credits to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes suppliers, lessors and that are landlords made in the ordinary course of business; (xj) loans or advances by the Borrower Company or any Subsidiary to employees and other individual service providers made in the ordinary course of business (including travelconsistent with past practices for travel and entertainment expenses, entertainment relocation costs and relocation expenses) of the Borrower or any Subsidiary not exceeding $2,500,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances)similar purposes; (xik) Investments made as a result of receipt of non-cash consideration from a sale, transfer or other disposition of assets permitted under Section 6.05; provided that any such Investment in the form of a promissory note in an amount in excess of $5,000,000 shall be pledged pursuant to the Collateral Agreement; (l) Investments in the form of Swap Agreements permitted by under Section 6.07; (xiim) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiii) Investments received in connection with the dispositions of assets permitted by Section 6.05; (xiv) Investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”” and endorsements of instruments for collection or deposit in the ordinary course of business; (xvn) acquisitions of individual retail store locations and leases; (o) Investments in Permitted Joint Venturesunconsolidated entities that do not constitute Subsidiaries of the Company; provided that, if at the time of any such Investment pursuant to this Section 6.04(xv), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, that the aggregate amount of Investments under this clause (o) may not exceed $35,000,000 at any time outstanding; (p) other Investments and other acquisitions; provided that, at the time each such Investment or acquisition is purchased, made or otherwise acquired, (i) no Default shall have occurred and be continuing or would result therefrom, (ii) the Company shall be in Permitted Joint Ventures Pro Forma Compliance (calculated as of the last day of the fiscal quarter of the Company then most recently ended for which financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b) (or prior to the first such delivery, as of April 28, 2012), provided that, for purposes of the foregoing, the Senior Secured Indebtedness shall be determined on a Pro Forma Basis as of the date of such Investment or other acquisition), (iii) the aggregate amount of all Investments made in reliance on this clause (p) outstanding at any time, together with the aggregate amount of Investments all consideration paid in Permitted Real Estate Joint Ventures permitted under Section 6.04(xviconnection with all other acquisitions made in reliance on this clause (p)) , shall not exceed $250,000,000 outstanding 100,000,000 in the aggregate at any time plus an amount equal and (iv) the Company shall have delivered to any returns (including dividends, interest, distributions, returns the Administrative Agent a certificate of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (xvi) Investments in Permitted Real Estate Joint Ventures; provided that, if at the time of any such Investment pursuant to this Section 6.04(xvi), on a Pro Forma Basis, the Secured Leverage Ratio Financial Officer of the Borrower equals or exceeds 2.50 Company in form and detail reasonably satisfactory to 1.00, the aggregate amount of Investments in Permitted Real Estate Joint Ventures (together Administrative Agent setting forth computations demonstrating compliance with the aggregate amount requirement set forth in clause (ii) above and confirming that the other requirements of Investments in Permitted Joint Ventures permitted under Section 6.04(xv)this clause (p) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (xvii) payments, loans, advances to, and investments in, Consolidated Practices in the ordinary course of business and consistent with past practice in satisfaction of their obligations under any management services agreements; (xviii) Investments by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount, as valued at cost at the time each such Investment is made and including all related commitments for future advances, not exceeding the Available Amount immediately prior to the time of the making of any such Investment; (xix) Investments by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount not to exceed the sum of (A) $100,000,000 and (B) an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually theretofore received in cash in respect of any such investment, loan or advance (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made)have been satisfied; and (xx) Investments, loans and advances by the Borrower or any Subsidiary to any Insurance Subsidiary in an amount equal to (A) the capital required under the applicable laws or regulations of the jurisdiction in which such Insurance Subsidiary is formed or determined by independent actuaries as prudent and necessary capital to operate such Insurance Subsidiary plus (B) any reasonable general corporate and overhead expenses of such Insurance Subsidiary.

Investments, Loans, Advances, Guarantees and Acquisitions. Neither Holdings nor the Such Borrower willwill not, nor and will they not permit any Subsidiary of its Restricted Subsidiaries to, purchase purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Equity Interests in or evidences of indebtedness 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, Guarantee any obligations Indebtedness of, or make any investment 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 or all or substantially all of the assets of a division or branch of any Person (collectivelyany one of the actions described in the foregoing provisions of this Section 6.04, herein an “InvestmentsInvestment”), except: (i) Permitted Acquisitions; (ii) Permitted Investments; (iiia) Investments set forth on Schedule 6.04; in respect of the Rothsay Acquisition (ivincluding any intercompany transactions in connection therewith to permit the Canadian Borrower to pay the purchase price for Rothsay) Investments by Holdings and the Vion Acquisition (including any intercompany transaction described in the Borrower and by PWC Steps Memo or in connection herewith to permit the Borrower and the Subsidiaries in Equity Interests in their respective Subsidiaries, provided that (A) any such Equity Interests held by a Loan Party shall be pledged pursuant to the Collateral Agreement (subject to the limitations applicable to common stock of a Foreign Subsidiary referred to in the definition of “Collateral and Guarantee Requirement”) and (B) the aggregate amount of investments (other than investments set forth on Schedule 6.04) by Loan Parties in Subsidiaries that are not Loan Parties (together with outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v) and outstanding Guarantees permitted to be incurred under clause (B) to the proviso to Section 6.04(vi)) shall not exceed $15,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (v) loans or advances made by the Dutch Parent Borrower to any Subsidiary and made by any Subsidiary to pay the Borrower or any other Subsidiarypurchase price for the Vion Acquisition); CREDIT AGREEMENT, provided that Page 129 (A) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement and (B) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(iv) and outstanding Guarantees permitted under clause (B) to the proviso to Section 6.04(vi)) shall not exceed $15,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (vi) Guarantees constituting Indebtedness permitted by Section 6.01, provided that (and without limiting the foregoing) the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(iv) and outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v)) shall not exceed $15,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (vii) receivables or other trade payables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business consistent with past practice 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 such Subsidiary deems reasonable under the circumstances; (viii) Investments consisting of Equity Interests, obligations, securities or other property received in settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business; (x) loans or advances by the Borrower or any Subsidiary to employees and other individual service providers made in the ordinary course of business (including travel, entertainment and relocation expenses) of the Borrower or any Subsidiary not exceeding $2,500,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances); (xib) Investments in the form of Swap Agreements permitted by Section 6.07; (xii) cash, Permitted Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a and Investments that were Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiii) Investments received in connection with the dispositions of assets permitted by Section 6.05; (xiv) Investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (xv) Investments in Permitted Joint Ventures; provided that, if at the time of any such Investment pursuant to this Section 6.04(xv), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Joint Ventures (together with the aggregate amount of Investments in Permitted Real Estate Joint Ventures permitted under Section 6.04(xvi)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any when such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was were made); (xvi) Investments in Permitted Real Estate Joint Ventures; provided that, if at the time of any such Investment pursuant to this Section 6.04(xvi), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Real Estate Joint Ventures (together with the aggregate amount of Investments in Permitted Joint Ventures permitted under Section 6.04(xv)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (xvii) payments, loans, advances to, and investments in, Consolidated Practices in the ordinary course of business and consistent with past practice in satisfaction of their obligations under any management services agreements; (xviii) Investments by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount, as valued at cost at the time each such Investment is made and including all related commitments for future advances, not exceeding the Available Amount immediately prior to the time of the making of any such Investment; (xix) Investments by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount not to exceed the sum of (A) $100,000,000 and (B) an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually theretofore received in cash in respect of any such investment, loan or advance (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); and (xx) Investments, loans and advances by the Borrower or any Subsidiary to any Insurance Subsidiary in an amount equal to (A) the capital required under the applicable laws or regulations of the jurisdiction in which such Insurance Subsidiary is formed or determined by independent actuaries as prudent and necessary capital to operate such Insurance Subsidiary plus (B) any reasonable general corporate and overhead expenses of such Insurance Subsidiary.

Investments, Loans, Advances, Guarantees and Acquisitions. Neither Holdings nor the The Borrower willwill not, nor and will they not permit any Subsidiary of its Subsidiaries to, purchase purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly wholly-owned Subsidiary prior to such merger) any Equity Interests in or capital 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, Guarantee any obligations of, or make or permit to exist any investment 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 (collectively, “Investments”)unit, except: (ia) Permitted Acquisitions; (ii) cash and Permitted Investments; (iiib) Investments set forth (i) Permitted Acquisitions and (ii) Limited Equity Acquisitions; provided that (x) the aggregate consideration paid in respect of all Limited Equity Acquisitions does not exceed $100,000,000 during any twelve-month period and (y) the Leverage Ratio, calculated on Schedule 6.04;a Pro Forma Basis after giving effect to any Limited Equity Acquisition, does not exceed 3.25 to 1.00. (ivc) Investments by Holdings in the Borrower and investments by the Borrower and its Subsidiaries existing on the Subsidiaries date hereof in Equity Interests in their respective Subsidiaries, provided that (A) any such Equity Interests held by a Loan Party shall be pledged pursuant to the Collateral Agreement (subject to the limitations applicable to common capital stock of a Foreign Subsidiary referred to in the definition of “Collateral and Guarantee Requirement”) and (B) the aggregate amount of investments (other than investments set forth on Schedule 6.04) by Loan Parties in Subsidiaries that are not Loan Parties (together with outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v) and outstanding Guarantees permitted to be incurred under clause (B) to the proviso to Section 6.04(vi)) shall not exceed $15,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs)its Subsidiaries; (vd) investments, loans or advances 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 $50,000,000 in investments, loans or advances or capital contributions may be made and remain outstanding, at any time, by Loan Parties to Subsidiaries which are not Loan Parties); (e) Guarantees constituting Indebtedness permitted by Section 6.01; (f) extended payment terms to customers of the Borrower and any Subsidiary in the ordinary course of business and consistent with past practices; (g) investments in the form of promissory notes and other non-cash consideration received by the Borrower or any Subsidiary in connection with any disposition or discount of accounts receivable to the extent permitted under Section 6.03(a)(v); (h) loans, advances and prepaid commissions to (i) distributors of the Safeguard services and product lines of the Borrower and its Subsidiaries (other than with respect to a Permitted Safeguard Distributor Transaction) and (ii) officers and employees of the Borrower or its Subsidiaries in accordance with prior practices, so long as (x) the aggregate amount of all loans and advances made pursuant to clause (h)(i) above does not exceed $5,000,000 at any time and (y) the aggregate amount of all loans and advances made pursuant to this Section 6.04(h) does not exceed $20,000,000 at any time; (i) investments consisting of the purchase, repurchase, redemption or acquisition of Equity Interests of the Borrower or any Subsidiary permitted under Section 6.07, provided that such Equity Interests so purchased, repurchased, redeemed or acquired are promptly retired and cancelled, other than Equity Interests of the Borrower consisting of capital stock which may be held by the Borrower as treasury stock; (j) any purchase, repurchase or acquisition by the Borrower or any other Subsidiary of outstanding loans or advances owed by the Borrower to any Subsidiary or owed by any Subsidiary to the Borrower or any other Subsidiary, provided that (A) any such loans and advances made purchase, repurchase or acquisition by a Loan Party from a Subsidiary that is not a Subsidiary Guarantor shall be evidenced by a promissory note pledged pursuant comply with Section 6.06 (without giving effect to the Collateral Agreement and (B) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties (together with outstanding investments permitted exception under clause (B) to the proviso to Section 6.04(iv) and outstanding Guarantees permitted under clause (B) to the proviso to Section 6.04(vi6.06(b)) shall not exceed $15,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (vik) Guarantees constituting Indebtedness permitted by Section 6.01, provided that (and without limiting the foregoing) the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(iv) and outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v)) shall not exceed $15,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (vii) receivables or other trade payables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business consistent with past practice 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 such Subsidiary deems reasonable under the circumstances; (viii) Investments consisting of Equity Interests, obligations, securities or other property received in settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business; (x) loans or advances by the Borrower or any Subsidiary to employees and other individual service providers made in the ordinary course of business (including travel, entertainment and relocation expenses) of the Borrower or any Subsidiary not exceeding $2,500,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances); (xi) Investments in the form of Swap Agreements permitted by Section 6.07; (xii) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiii) Investments received in connection with the dispositions of assets permitted by under Section 6.05; (xivl) Investments constituting deposits described in clauses (c) and (d) investments of advance payments received from customers to the definition of the term “Permitted Encumbrances”; (xv) Investments in Permitted Joint Ventures; provided that, if at the time of any extent such Investment pursuant to this Section 6.04(xv), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Joint Ventures (together with the aggregate amount of Investments in Permitted Real Estate Joint Ventures advance payments shall be permitted under Section 6.04(xvi)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made6.01(k); (xvim) Investments in Permitted Real Estate Joint Ventures; provided that, if at investments existing on the time of any such Investment pursuant to this Section 6.04(xvi), Effective Date and set forth on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Real Estate Joint Ventures (together with the aggregate amount of Investments in Permitted Joint Ventures permitted under Section 6.04(xv)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made)Schedule 6.04; (xviin) payments, loansinvestments, advances to, and investments in, Consolidated Practices in the ordinary course of business and consistent with past practice in satisfaction of their obligations under or loans having a bona fide purpose directly related to effecting any management services agreements; Permitted Safeguard Distributor Transaction (xviii) Investments as determined by the Borrower or in its commercially reasonable judgment acting in good faith), including, without limitation, any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount, as valued at cost at the time each such Investment is made and including all related commitments for future advances, not exceeding the Available Amount immediately prior to the time of the making of any such Investment;Safeguard Sale Consideration; and (xixo) Investments by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount not to exceed the sum of (A) $100,000,000 and (B) an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually theretofore received in cash in respect of any such other investment, loan or advance (which other than acquisitions) so long as the aggregate amount of all such investments, loans and advances does not exceed $90,000,000 during the term of this Agreement. For purposes of determining the amount of any investment outstanding for purposes of this Section 6.04, such amount shall not exceed be deemed to be the amount of such Investment valued at cost at investment when made, purchased or acquired without adjustment for subsequent increases or decreases in the time such Investment was made); and (xx) Investments, loans and advances by the Borrower or any Subsidiary to any Insurance Subsidiary in an amount equal to (A) the capital required under the applicable laws or regulations of the jurisdiction in which such Insurance Subsidiary is formed or determined by independent actuaries as prudent and necessary capital to operate such Insurance Subsidiary plus (B) any reasonable general corporate and overhead expenses value of such Insurance Subsidiaryinvestment.

Investments, Loans, Advances, Guarantees and Acquisitions. Neither Holdings nor the The Borrower willwill not, nor and will they not permit any Restricted Subsidiary to, purchase or acquire (including pursuant to any merger with any Person that was not a wholly owned Restricted Subsidiary prior to such merger) 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, make any loans or advances to, Guarantee any obligations of, or make any investment 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 (collectively, “Investments”), except: (ia) Permitted Acquisitions;, (iib) Permitted Investments;, (iiic) Investments existing on the Closing Date and set forth on Schedule 6.04;6.04 and any Investments consisting of extensions, modifications or renewals of any such Investments (excluding any such extensions, modifications or renewals involving additional advances, contributions or other investments of cash or property or other increases thereof unless it is a result of the accrual or accretion of interest or OID or payment-in-kind pursuant to the terms, as of the Closing Date, of the original Investment so extended, modified or renewed), (ivd) Investments by Holdings in the Borrower and by the Borrower and the or any Restricted Subsidiaries in Equity Interests in their respective Restricted Subsidiaries, ; provided that (A) any such Equity Interests held by a Loan Party shall be pledged pursuant to the Collateral Agreement (subject to the limitations applicable to common stock of a Foreign Subsidiary referred to in the definition of “Collateral and Guarantee Requirement”) and (B) the aggregate amount of investments (other than investments set forth on Schedule 6.04) by in Non-Loan Parties in Subsidiaries that are not by Loan Parties (together with outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v6.04(e) and outstanding Guarantees permitted to be incurred under clause (B) to the proviso to Section 6.04(vi6.04(f)) shall not exceed the greater of $15,000,000 25,000,000 and 2.5% of Total Assets at any time outstanding (in each case determined without regard to any write-downs or write-offs);, (ve) loans or advances made by the Borrower to any Restricted Subsidiary and made by any Restricted Subsidiary to the Borrower or any other Restricted Subsidiary, ; provided that (A) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement and (B) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Non-Loan Parties (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(iv6.04(d) and outstanding Guarantees permitted under clause (B) to the proviso to Section 6.04(vi6.04(f)) shall not exceed the greater of $15,000,000 25,000,000 and 2.5% of Total Assets at any time outstanding (in each case determined without regard to any write-downs or write-offs);, (vif) Guarantees constituting Indebtedness permitted by Section 6.01, 6.01 and performance guarantees in the ordinary course of business; provided that (and without limiting the foregoing) the aggregate principal amount of Indebtedness of Subsidiaries that are not Non-Loan Parties that is Guaranteed by any Loan Party (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(iv6.04(d) and outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v6.04(e)) shall not exceed the greater of $15,000,000 25,000,000 and 2.5% of Total Assets at any time outstanding (in each case determined without regard to any write-downs or write-offs);, (viig) receivables or other trade payables owing to the Borrower or any Restricted Subsidiary if created or acquired in the ordinary course of business consistent with past practice 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 such Restricted Subsidiary deems reasonable under the circumstances;, (viiih) Investments consisting of Equity Interests, obligations, securities or other property received in settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Restricted Subsidiary or in satisfaction of judgments;, (ixi) Investments by the Borrower or any Restricted Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;, (xj) loans or advances by the Borrower or any Restricted Subsidiary to employees and other individual service providers made in the ordinary course of business (including travel, entertainment and relocation expenses) of the Borrower or any Restricted Subsidiary not exceeding $2,500,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances);, (xik) Investments in the form of Swap Agreements permitted by Section 6.07;, (xiil) Investments of any Person existing at the time such Person becomes a Restricted Subsidiary of the Borrower or consolidates or merges merges, in one transaction or a series of transactions, with the Borrower or any of the Restricted Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Restricted Subsidiary or of such consolidation or merger;, (xiiim) Investments received in connection with the dispositions of assets permitted by Section 6.05;, (xivn) Investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”;, (xvo) Investments in Permitted Joint Ventures; provided that, if at the time of any such Investment pursuant to this Section 6.04(xv), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Joint Ventures (together with the aggregate amount of Investments in Permitted Real Estate Joint Ventures permitted under Section 6.04(xvi6.04(p)) shall in an amount not to exceed $250,000,000 outstanding at any time 50,000,000 plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made);, (xvip) Investments in Permitted Real Estate Joint Ventures; provided that, if at the time of any such Investment pursuant to this Section 6.04(xvi), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Real Estate Joint Ventures (together with the aggregate amount of Investments in Permitted Joint Ventures permitted under Section 6.04(xv6.04(o)) shall in an amount not to exceed $250,000,000 outstanding at any time 50,000,000 plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made);, (xviiq) payments, loans, advances to, and investments in, Consolidated Practices in the ordinary course of business and consistent with past practice in satisfaction of their obligations under any management services agreements;, (xviiir) Investments by the Borrower or any Restricted Subsidiary (including Investments in Permitted Joint VenturesVentures and Permitted Acquisitions) in an aggregate amount, as valued at cost at the time each such Investment is made and including all related commitments for future advances, not exceeding the Available Amount immediately prior to the time of the making of any such Investment;, (xixi) Investments by the Borrower or any Restricted Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount not to exceed the sum greater of (A) $100,000,000 50,000,000 and 5.0% of Total Assets and (Bii) an amount equal other Investments; provided that (x) no Event of Default has occurred and is continuing or would result therefrom and (y) immediately after giving effect to any returns (including dividendssuch Investment on a Pro Forma Basis, interest, distributions, returns of principal and profits on sale) actually theretofore received in cash in respect of any such investment, loan or advance (which amount shall the Total Net Leverage Ratio does not exceed the amount of such Investment valued at cost at the time such Investment was made); and4.25:1.00, (xxt) Investments, loans and advances by the Borrower or any Restricted Subsidiary to any Captive Insurance Subsidiary in an amount equal to (A) the capital required under the applicable laws or regulations of the jurisdiction in which such Captive Insurance Subsidiary is formed or determined by independent actuaries as prudent and necessary capital to operate such Captive Insurance Subsidiary plus (B) any reasonable general corporate and overhead expenses of such Captive Insurance Subsidiary, (u) any Investment solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Borrower or Holdings (or any other direct or indirect parent company of the Borrower), and (v) Investments in prepaid expenses, negotiable instruments held for collection and lease, utility and workers compensation, performance and similar deposits entered into as a result of the operations of the business in the ordinary course of business. For purposes of covenant compliance, the amount of any Investment outstanding at any time shall be the original cost of such Investment (without adjustment for any increases or decreases in the value of such Investments), reduced by (except in the case of any Investments made using the Available Amount pursuant to Section 6.04(r) and returns which are included in the Available Amount pursuant to the definition thereof) any dividend, distribution, interest payment, return of capital, repayment or other amount received in cash by the Borrower or a Restricted Subsidiary in respect of such Investment.

Investments, Loans, Advances, Guarantees and Acquisitions. Neither Holdings nor the Borrower willThe Borrowers will not, nor and will they not permit any Subsidiary of their Subsidiaries to, purchase purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such mergeror Division) any Equity Interests in or evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) ofInvestment, make or permit to exist any loans or advances to, Guarantee Guarantees of any obligations of, or make or permit to exist any investment or any other interest in, any other Person, make any Acquisition or purchase or otherwise acquire enter into or become party to any derivative transaction, except (and so long as at the time such Investment is made no Default or Event of Default then exists or would result from the making of such Investment): (a) Investments in one transaction cash and Cash Equivalents; (b) investments existing on the Agreement Date and set forth in Schedule 5.13 and Schedule 7.4; (c) equity Investments made by the Borrowers in the Equity Interests of any Subsidiary Borrower or a series of transactions) any assets Non-Borrower Subsidiary and made by any Subsidiary Borrower in the Equity Interests of any other Person Subsidiary Borrower or any Non-Borrower Subsidiary; provided that Investments pursuant to this Section 7.4(c) in any Non-Borrower Subsidiary shall not exceed $5,000,000 in the aggregate after the Agreement Date less any amounts expended pursuant to subsection (e) below; (d) Investments constituting a business unit Indebtedness made by (collectivelyi) any Borrower to any Subsidiary thereof or (ii) any Subsidiary to any Borrower or another Subsidiary, “Investments”in each case subject to the limitations set forth in Section 7.1(a)(v) and (vi); (e) acquisitions made by (i) any Borrower from any other Borrower, (ii) any Non- Borrower Subsidiary from any other Non- Borrower Subsidiary and (iii) any Non- Borrower Subsidiary from any Borrower; provided that, with respect to this clause (e), except:the amount of any such Investments shall not exceed $5,000,000 in the aggregate after the Agreement Date less any amounts expended pursuant to subsection (c) above; (if) Guarantees permitted by Section 7.1(a); (g) Swap Agreements permitted by Section 7.7; (h) Permitted Acquisitions; (iii) Permitted Investments; (iii) Investments set forth on Schedule 6.04; (iv) Investments by Holdings in the Borrower and by the Borrower and the Subsidiaries in Equity Interests in their respective Subsidiariespayroll, provided that (A) any such Equity Interests held by a Loan Party shall be pledged pursuant to the Collateral Agreement (subject to the limitations applicable to common stock of a Foreign Subsidiary referred to in the definition of “Collateral and Guarantee Requirement”) and (B) the aggregate amount of investments (other than investments set forth on Schedule 6.04) by Loan Parties in Subsidiaries that are not Loan Parties (together with outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v) and outstanding Guarantees permitted to be incurred under clause (B) to the proviso to Section 6.04(vi)) shall not exceed $15,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (v) loans or advances made by the Borrower to any Subsidiary and made by any Subsidiary to the Borrower or any other Subsidiary, provided that (A) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement and (B) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(iv) and outstanding Guarantees permitted under clause (B) to the proviso to Section 6.04(vi)) shall not exceed $15,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (vi) Guarantees constituting Indebtedness permitted by Section 6.01, provided that (and without limiting the foregoing) the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(iv) and outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v)) shall not exceed $15,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (vii) receivables or other trade payables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business consistent with past practice 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 such Subsidiary deems reasonable under the circumstances; (viii) Investments consisting of Equity Interests, obligations, securities or other property received in settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payrollcommission, travel and other similar cash advances made to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made directors (or comparable Persons), officers or employees in the ordinary course of business; (xi) loans or advances promissory notes and other non-cash consideration received in connection with Dispositions permitted by the Section 7.5 and (ii) Investments received in settlement of amounts due to any Borrower or any Subsidiary to employees and other individual service providers made of its Subsidiaries effected in the ordinary course of business (including travelas a result of insolvency, entertainment and relocation expenses) bankruptcy, reorganization, or other similar proceeding involving an account debtor or upon the foreclosure or enforcement of the any Lien in favor of a Borrower or any Subsidiary not exceeding $2,500,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances)its Subsidiaries; (xi) Investments in the form of Swap Agreements permitted by Section 6.07; (xiik) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower Borrowers or any of the Subsidiaries Subsidiary thereof (including in connection with a Permitted Acquisition) so long as such investments Investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiiil) Investments received in connection with the dispositions deposits of assets permitted by Section 6.05; (xiv) Investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (xv) Investments in Permitted Joint Ventures; provided that, if at the time of any such Investment pursuant to this Section 6.04(xv), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Joint Ventures (together with the aggregate amount of Investments in Permitted Real Estate Joint Ventures permitted under Section 6.04(xvi)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (xvi) Investments in Permitted Real Estate Joint Ventures; provided that, if at the time of any such Investment pursuant to this Section 6.04(xvi), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Real Estate Joint Ventures (together with the aggregate amount of Investments in Permitted Joint Ventures permitted under Section 6.04(xv)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (xvii) payments, loans, advances to, and investments in, Consolidated Practices made in the ordinary course of business to secure performance of (i) operating leases and consistent (ii) other contractual obligations that do not constitute Indebtedness, including xxxxxxx money deposits made in cash in connection with past practice any letter of intent or purchase agreement in satisfaction of their obligations under any management services agreementsconnection with a Permitted Acquisition; (xviiim) Investments in negotiable instruments deposited or to be deposited for collection in the ordinary course of business; and (n) other Investments by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount, as valued at cost at Borrowers and their Subsidiaries after the time each such Investment is made and including all related commitments for future advances, not exceeding the Available Amount immediately prior to the time of the making of any such Investment; (xix) Investments by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) Agreement Date in an aggregate amount not to exceed the sum of (A) $100,000,000 and (B) an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually theretofore received in cash in respect of any such investment, loan or advance (which amount shall not exceed 5,000,000. In determining the amount of such Investment valued at cost Investments, acquisitions, loans, and advances permitted under this Section 7.4, Investments and acquisitions shall always be taken at the time such Investment was made); and original cost thereof (xxregardless of any subsequent appreciation or depreciation therein) Investmentsminus all returns of principal, capital, dividends, distributions and other cash returns thereof and minus all liabilities expressly assumed by another Person in connection with the sale or other Disposition of any Investment, and loans and advances by shall be taken at the Borrower or any Subsidiary to any Insurance Subsidiary in an principal amount equal to (A) the capital required under the applicable laws or regulations of the jurisdiction in which such Insurance Subsidiary is formed or determined by independent actuaries as prudent and necessary capital to operate such Insurance Subsidiary plus (B) any reasonable general corporate and overhead expenses of such Insurance Subsidiarythereof then remaining unpaid.

Investments, Loans, Advances, Guarantees and Acquisitions. Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any Subsidiary to, purchase 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 in or 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, Guarantee any obligations Indebtedness of, or make any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) consummate any assets of any other Person constituting a business unit (collectively, “Investments”)Acquisition, except: : (i) Permitted Acquisitions; (iia) Permitted Investments; (iii) Investments set forth on Schedule 6.04; (iv) Investments by Holdings , subject to control agreements in favor of the Borrower and Lender or otherwise subject to a perfected security interest in favor of the Lender, in each case to the extent required by the Borrower Loan Documents; (b) investments in existence on the date hereof and described in Schedule 6.04 to the Disclosure Letter; (c) investments by the Borrowers and the Subsidiaries in Equity Interests in their respective Subsidiaries, provided that (Ai) any such Equity Interests directly held by a Loan Party shall be pledged pursuant to the Collateral Agreement Documents in accordance with (subject and to the limitations applicable to common stock of a Foreign Subsidiary referred to in the definition of “Collateral and Guarantee Requirement”extent required by) Section 5.14 and (Bii) the aggregate amount of investments (other than investments set forth on Schedule 6.04) by Loan Parties in Subsidiaries that are not Loan Parties (together with outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v6.04(d) and outstanding Guarantees permitted to be incurred under clause (B) to the proviso to Section 6.04(vi6.04(e)) shall not exceed $15,000,000 2,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); ; (vd) loans or advances made by the Borrower any Loan Party to any Subsidiary and made by any Subsidiary to the Borrower a Loan Party or any other Subsidiary, provided that (Ai) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Security Agreement or the Swiss Collateral Agreement Documents and (Bii) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(iv6.04(c) and outstanding Guarantees permitted under clause (B) to the proviso to Section 6.04(vi6.04(e)) shall not exceed $15,000,000 2,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); ; (vie) Guarantees constituting Indebtedness permitted by Section 6.01, provided that (and without limiting the foregoing) the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party (together with outstanding investments permitted under clause (Bii) to the proviso to Section 6.04(iv) and outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v)) shall not exceed $15,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (vii) receivables or other trade payables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business consistent with past practice 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 such Subsidiary deems reasonable under the circumstances; (viii) Investments consisting of Equity Interests, obligations, securities or other property received in settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business; (x) loans or advances by the Borrower or any Subsidiary to employees and other individual service providers made in the ordinary course of business (including travel, entertainment and relocation expenses) of the Borrower or any Subsidiary not exceeding $2,500,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances); (xi) Investments in the form of Swap Agreements permitted by Section 6.07; (xii) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiii) Investments received in connection with the dispositions of assets permitted by Section 6.05; (xiv) Investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (xv) Investments in Permitted Joint Ventures; provided that, if at the time of any such Investment pursuant to this Section 6.04(xv), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Joint Ventures (together with the aggregate amount of Investments in Permitted Real Estate Joint Ventures permitted under Section 6.04(xvi)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (xvi) Investments in Permitted Real Estate Joint Ventures; provided that, if at the time of any such Investment pursuant to this Section 6.04(xvi), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Real Estate Joint Ventures (together with the aggregate amount of Investments in Permitted Joint Ventures permitted under Section 6.04(xv)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (xvii) payments, loans, advances to, and investments in, Consolidated Practices in the ordinary course of business and consistent with past practice in satisfaction of their obligations under any management services agreements; (xviii) Investments by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount, as valued at cost at the time each such Investment is made and including all related commitments for future advances, not exceeding the Available Amount immediately prior to the time of the making of any such Investment; (xix) Investments by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount not to exceed the sum of (A) $100,000,000 and (B) an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually theretofore received in cash in respect of any such investment, loan or advance (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); and (xx) Investments, loans and advances by the Borrower or any Subsidiary to any Insurance Subsidiary in an amount equal to (A) the capital required under the applicable laws or regulations of the jurisdiction in which such Insurance Subsidiary is formed or determined by independent actuaries as prudent and necessary capital to operate such Insurance Subsidiary plus (B) any reasonable general corporate and overhead expenses of such Insurance Subsidiary.the

Investments, Loans, Advances, Guarantees and Acquisitions. Neither Holdings nor the The Borrower willwill not, nor and will they not permit any Subsidiary to, purchase make or acquire (including pursuant to hold any merger with any Person that was not a wholly owned Subsidiary prior to such merger) 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, make any loans or advances to, Guarantee any obligations of, or make any investment 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 (collectively, “Investments”)Investment, except: (i) Permitted Acquisitions; (iia) Permitted Investments; (iii) Investments set forth on Schedule 6.04; (iv) Investments by Holdings in the Borrower and by the Borrower and the Subsidiaries in Equity Interests in their respective Subsidiaries, provided that (A) any such Equity Interests held by a Loan Party shall be pledged pursuant to the Collateral Agreement (subject to the limitations applicable to common stock of a Foreign Subsidiary referred to in the definition of “Collateral and Guarantee Requirement”) and (B) the aggregate amount of investments (other than investments set forth on Schedule 6.04) by Loan Parties in Subsidiaries that are not Loan Parties (together with outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v) and outstanding Guarantees permitted to be incurred under clause (B) to the proviso to Section 6.04(vi)) shall not exceed $15,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (vb) loans or advances made by to officers, directors and employees of Holdings, the Borrower to any Subsidiary and made by any Subsidiary to the Borrower its Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of Holdings (or any other Subsidiary, direct or indirect parent thereof) (provided that (A) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement and (B) the amount of such loans and advances made in cash to such Person shall be contributed to the Borrower in cash as common equity or Qualified Equity Interests), and (iii) for purposes not described in the foregoing clauses (i) and (ii), provided that the aggregate principal amount outstanding at any time under this clause (b) shall not to exceed $4,500,000; (c) Investments (i) by the Borrower or any Subsidiary in any Loan Party (excluding any new Subsidiary that becomes a Loan Party pursuant to such Investment), (ii) by any Subsidiary that is not a Loan Party in any other Subsidiary that is also not a Loan Party, (iii) by the Borrower or any Subsidiary (A) in any Subsidiary; provided that the aggregate amount of (1)such Investments made by Loan Parties to after the Effective Date in Subsidiaries that are not Loan Parties (together with outstanding investments permitted under in reliance on this clause (B) to the proviso to Section 6.04(iviii)(A) and outstanding Guarantees permitted under clause (B2) to consideration paid or provided by the proviso to Borrower or any other Loan Party after the Effective Date in reliance on Section 6.04(vi)6.04(h) shall not exceed $15,000,000 at any time outstanding or Section 6.04(n) for acquisitions (in each case determined without regard to any write-downs or write-offs); (vi) Guarantees constituting Indebtedness permitted by Section 6.01, provided that (and without limiting the foregoing) including the aggregate principal amount of all Indebtedness assumed in connection with acquisitions) of Subsidiaries that shall not be or, after giving effect to such acquisitions, shall not become Loan Parties, or for assets that, after giving effect to such acquisitions, shall not be owned by Loan Parties, shall not exceed the Non-Loan Party Investment Amount at the time of any such Investment, (B) in any Subsidiary that is not a Loan Party, constituting an exchange of Equity Interests of such Subsidiary for Indebtedness of such Subsidiary or (C) constituting Guarantees of Indebtedness or other monetary obligations of Subsidiaries that are not Loan Parties that is Guaranteed by owing to any Loan Party Party, (together with outstanding investments permitted under clause (Biv) to the proviso to Section 6.04(iv) and outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v)) shall not exceed $15,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (vii) receivables or other trade payables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business consistent with past practice 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 such Subsidiary deems reasonable under the circumstances; (viii) Investments consisting of Equity Interests, obligations, securities or other property received in settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (ix) Investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters Subsidiaries that are expected at the time not Loan Parties so long as such Investment is part of such advances ultimately to be treated as expenses for accounting purposes and a series of simultaneous Investments that are made result in the ordinary course proceeds of business; the initial Investment being invested in one or more Loan Parties and (xv) loans or advances by the Borrower or any Subsidiary to employees and other individual service providers made in the ordinary course of business (including travel, entertainment and relocation expenses) of the Borrower or any Subsidiary not exceeding $2,500,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances); (xi) Investments in the form of Swap Agreements permitted by Section 6.07; (xii) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (xiii) Investments received in connection with the dispositions of assets permitted by Section 6.05; (xiv) Investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (xv) Investments in Permitted Joint Ventures; provided that, if at the time of any such Investment pursuant to this Section 6.04(xv), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Joint Ventures (together with the aggregate amount of Investments in Permitted Real Estate Joint Ventures permitted under Section 6.04(xvi)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (xvi) Investments in Permitted Real Estate Joint Ventures; provided that, if at the time of any such Investment pursuant to this Section 6.04(xvi), on a Pro Forma Basis, the Secured Leverage Ratio of the Borrower equals or exceeds 2.50 to 1.00, the aggregate amount of Investments in Permitted Real Estate Joint Ventures (together with the aggregate amount of Investments in Permitted Joint Ventures permitted under Section 6.04(xv)) shall not exceed $250,000,000 outstanding at any time plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (xvii) payments, loans, advances to, and investments in, Consolidated Practices in the ordinary course of business and consistent with past practice in satisfaction of their obligations under any management services agreements; (xviii) Investments by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount, as valued at cost at the time each such Investment that is made and including all related commitments for future advances, not exceeding the Available Amount immediately prior to the time of the making of any such Investment; (xix) Investments by the Borrower or any Subsidiary (including Investments in Permitted Joint Ventures) in an aggregate amount not to exceed the sum of (A) $100,000,000 and (B) an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually theretofore received in cash in respect of any such investment, loan or advance (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); and (xx) Investments, loans and advances by the Borrower or any Subsidiary to any Insurance Subsidiary in an amount equal to (A) the capital required under the applicable laws or regulations of the jurisdiction in which such Insurance Subsidiary is formed or determined by independent actuaries as prudent and necessary capital to operate such Insurance Subsidiary plus (B) any reasonable general corporate and overhead expenses of such Insurance Subsidiary.not