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

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will not, and will not permit any Restricted Subsidiary to, make or hold any Investment, except: (a) Permitted Investments at the time such Permitted Investment is made and purchases of assets in the ordinary course of business consistent with past practice; (b) loans, advances and other credit extensions to officers, members of the Board of Directors and employees of the Borrower and its Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation (including moving expenses and costs of replacement homes), business machines or supplies, automobiles and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower (or any direct or indirect parent thereof) (provided that 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 under this clause (iii) at any time not to exceed the greater of $100,000,000 and 10.0% of Consolidated EBITDA for the most recently ended Test Period as of such time; (c) Investments by the Borrower in any Restricted Subsidiary and Investments by any Restricted Subsidiary in any of the Borrower or any other Restricted Subsidiary; provided that, in the case of any Investment by a Loan Party in a Restricted Subsidiary that is not a Loan Party, no Event of Default shall have occurred and be continuing or would result therefrom; (d) Investments consisting of (i) extensions of trade credit and accommodation guarantees in the ordinary course of business and (ii) loans and advances to customers; provided that the aggregate principal amount of such loans and advances outstanding under this clause (ii) at any time shall not exceed the greater of $25,000,000 and 2.5% of Consolidated EBITDA for the most recently ended Test Period as of such time; (e) Investments (i) existing or contemplated on the Closing Date and set forth on Schedule 7.04(e) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) Investments existing on the Closing Date by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary and any modification, renewal or extension thereof; provided that the amount of the original Investment is not increased except by the terms of such Investment to the extent as set forth on Schedule 7.04(e) or as otherwise permitted by this Section 7.04; (f) Investments in Swap Agreements incurred in the ordinary course of business and not for speculative purposes; (g) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (h) Permitted Acquisitions; (i) the Transactions; (j) Investments 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 in the ordinary course of business; (k) Investments (including debt obligations and Equity Interests) received in connection with the 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; (i) loans and advances to the Borrower (or any direct or indirect parent thereof) (x) 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 to the extent permitted to be made to the Borrower (or such parent) in accordance with Section 7.07(a) and (y) to the extent the proceeds thereof are contributed or loaned or advanced to another Restricted Subsidiary and (ii) Investments or Guarantees with respect to any direct or indirect parent of the Borrower that could otherwise be made as a Restricted Payment under Section 7.07, so long as the amount of such Investment or Guarantee is deducted from the amount available to be made as a Restricted Payment under the applicable clause of Section 7.07; (m) additional Investments and other acquisitions; provided that at the time any such Investment or other acquisition is made, the aggregate outstanding amount of such Investment or acquisition made in reliance on this clause (m), together with the aggregate amount of all consideration paid in connection with all other Investments and acquisitions made in reliance on this clause (m) (including the aggregate principal amount of all Indebtedness assumed in connection with any such other Investment or acquisition previously made under this clause (m)), shall not exceed the sum of (A) the greater of $500,000,000 and 50.0% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Investment or other acquisition, plus (B) the Available Equity Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment; (n) advances of payroll payments to employees in the ordinary course of business; (o) Investments and other acquisitions to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower (or any direct or indirect parent thereof); (p) Investments of a Subsidiary acquired after the Closing Date or of a Person merged or consolidated with any Subsidiary in accordance with this Section 7.04 and Section 7.03 after the Closing Date or that otherwise becomes a Subsidiary (provided that if such Investment is made under Section 7.04(h), existing Investments in subsidiaries of such Subsidiary or Person shall comply with the requirements of Section 7.04(h)) 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; (q) receivables owing to the Borrower or any Restricted Subsidiary, if created or acquired in the ordinary course of business; (r) Investments (A) for utilities, security deposits, leases and similar prepaid expenses incurred in the ordinary course of business and (B) trade accounts created, or prepaid expenses accrued, in the ordinary course of business; (s) non-cash Investments in connection with tax planning and reorganization activities; provided that after giving effect to any such activities, the security interests of the Lenders in the Collateral, taken as a whole, would not be materially impaired; (t) additional Investments so long as at the time of any such Investment and after giving effect thereto, the Payment Conditions are met; (u) Investments consisting of Indebtedness, Liens, fundamental changes, Dispositions and Restricted Payments permitted (other than by reference to this Section 7.04(v)) under Sections 7.01, 7.02, 7.03, 7.05 and 7.07, respectively; (v) contributions to a “rabbi” trust for the benefit of employees, directors, consultants, independent contractors or other service providers or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Borrower; (w) to the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases, acquisitions, licenses or leases of other assets, Intellectual Property, or other rights, in each case in the ordinary course of business; (x) any Investment in any Subsidiary or any joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business; (y) Investments by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”; (z) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Qualified Securitization Facility or any repurchase obligation in connection therewith, including, without limitation, Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Securitization Facilities or any related Indebtedness; (aa) Investments in the ordinary course of business in connection with Settlements; (bb) Investments arising as a result of sale-leaseback transactions; and (cc) Investments in joint ventures and Unrestricted Subsidiaries in an aggregate principal amount outstanding at any time not to exceed the greater of $200,000,000 and 20.0% of Consolidated EBITDA for the most recently ended Test Period as of such time.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will not, and will not permit any Restricted Subsidiary to, purchase, hold, acquire (including pursuant to any merger or consolidation), make or hold otherwise permit to exist any InvestmentInvestment in any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all the assets of any other Person or of a business unit, division, product line or line of business of any other Person, except: (ai) Permitted Investments at the time such Permitted Investment is made in cash and purchases of assets in the ordinary course of business consistent with past practiceCash Equivalents; (bii) Investments existing on the Escrow Date and set forth on Schedule 7.03(d); (iii) Permitted Acquisitions and other Investments by the Borrower and any of its Restricted Subsidiaries in their respective subsidiaries or joint ventures; provided that unless after giving effect to such Investment and any related transaction on a pro forma basis the Senior Secured Leverage Ratio shall not exceed 2.75 to 1.00 (calculated as of the last day of the fiscal quarter of the Borrower then most recently ended for which financial statements have been delivered pursuant to Section 7.01(a)) (any such Investment made when the Senior Secured Leverage Ratio does not exceed 2.75 to 1.00 as so determined, an “Unrestricted Investment”), the aggregate amount of such Permitted Acquisitions and Investments by the Loan Parties 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 and joint ventures (excluding (x) all such Investments, loans, advances and other credit extensions to officers, members of Guarantees existing on the Board of Directors Escrow Date and employees of the Borrower and its Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation (including moving expenses and costs of replacement homes), business machines or supplies, automobiles and analogous ordinary business purposes, permitted by clause (ii) in connection with such Person’s purchase of Equity Interests of the Borrower (or any direct or indirect parent thereof) (provided that 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) above and (iiiy) for purposes not described in the foregoing clauses (iall Unrestricted Investments) and (ii), in an aggregate principal amount outstanding under pursuant to this clause (iii) and clauses (iv) and (v) below shall not exceed $75,000,000 at any time not to exceed outstanding; provided, further, that in the greater case of any such Investment under the immediately preceding proviso, (A) no Default shall have occurred and be continuing or shall result therefrom and (B) no more than (i) $100,000,000 and 10.0% of Consolidated EBITDA for the most recently ended Test Period as 25,000,000 of such time;Investments shall consist of Intellectual Property (as defined in the Collateral Agreement) and (ii) $35,000,000 of such Investments shall be made in joint ventures or Unrestricted Subsidiaries. (civ) Investments loans or advances made by the Borrower in to any Restricted Subsidiary and Investments or made by any Restricted Subsidiary in any of to the Borrower or any other Restricted Subsidiary; provided that, in that (A) the case of any Investment Indebtedness resulting therefrom is permitted by a Loan Party in a Restricted Subsidiary that is not a Loan Party, no Event of Default shall have occurred and be continuing or would result therefrom; (dSection 7.03(a)(iii) Investments consisting of (i) extensions of trade credit and accommodation guarantees in the ordinary course of business and (iiB) loans and advances to customers; provided that the aggregate principal amount of such loans and advances outstanding under this made by the Loan Parties to Restricted Subsidiaries that are not Loan Parties shall be subject to the limitation set forth in clause (iiiii) at any time shall not exceed the greater of $25,000,000 and 2.5% of Consolidated EBITDA for the most recently ended Test Period as of such timeabove; (ev) Investments (i) existing or contemplated on the Closing Date and set forth on Schedule 7.04(e) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) Investments existing on the Closing Date Guarantees by the Borrower or any Restricted Subsidiary in of Indebtedness or other obligations of the Borrower or any Restricted Subsidiary (including any such Guarantees arising as a result of any such Person being a joint and several coapplicant with respect to any modification, renewal letter of credit or extension thereofletter of guaranty); provided that the aggregate amount of the original Investment Indebtedness and other obligations of Restricted Subsidiaries that are not Loan Parties that is not increased except Guaranteed by the terms of such Investment any Loan Party shall be subject to the extent as limitation set forth on Schedule 7.04(ein clause (iii) or as otherwise permitted by this Section 7.04above; (fvi) Investments in Swap Agreements incurred in the ordinary course of business and not for speculative purposes; (g) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (h) Permitted Acquisitions; (i) the Transactions; (j) Investments 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 in the ordinary course of business; (k) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers of, or in settlement of delinquent obligations of, or other accounts and 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; (i) loans and advances to the Borrower (or any direct or indirect parent thereof) (x) 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 to the extent permitted to be made to the Borrower (or such parent) in accordance with Section 7.07(a) and (y) to the extent the proceeds thereof are contributed or loaned or advanced to another Restricted Subsidiary and (ii) Investments or Guarantees with respect to any direct or indirect parent of the Borrower that could otherwise be made as a Restricted Payment under Section 7.07, so long as the amount of such Investment or Guarantee is deducted from the amount available to be made as a Restricted Payment under the applicable clause of Section 7.07; (m) additional Investments and other acquisitions; provided that at the time any such Investment or other acquisition is made, the aggregate outstanding amount of such Investment or acquisition made in reliance on this clause (m), together with the aggregate amount of all consideration paid in connection with all other Investments and acquisitions made in reliance on this clause (m) (including the aggregate principal amount of all Indebtedness assumed in connection with any such other Investment or acquisition previously made under this clause (m)), shall not exceed the sum of (A) the greater of $500,000,000 and 50.0% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Investment or other acquisition, plus (B) the Available Equity Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment; (n) advances of payroll payments to employees in the ordinary course of business; (o) Investments and other acquisitions to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower (or any direct or indirect parent thereof); (p) Investments of a Subsidiary acquired after the Closing Date or of a Person merged or consolidated with any Subsidiary in accordance with this Section 7.04 and Section 7.03 after the Closing Date or that otherwise becomes a Subsidiary (provided that if such Investment is made under Section 7.04(h), existing Investments in subsidiaries of such Subsidiary or Person shall comply with the requirements of Section 7.04(h)) 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; (q) receivables owing to the Borrower or any Restricted Subsidiary, if created or acquired in the ordinary course of business; (r) Investments (A) for utilities, security deposits, leases and similar prepaid expenses incurred in the ordinary course of business and (B) trade accounts created, or prepaid expenses accrued, in the ordinary course of business; (s) non-cash Investments in connection with tax planning and reorganization activities; provided that after giving effect to any such activities, the security interests of the Lenders in the Collateral, taken as a whole, would not be materially impaired; (t) additional Investments so long as at the time of any such Investment and after giving effect thereto, the Payment Conditions are met; (u) Investments consisting of Indebtedness, Liens, fundamental changes, Dispositions and Restricted Payments permitted (other than by reference to this Section 7.04(v)) under Sections 7.01, 7.02, 7.03, 7.05 and 7.07, respectively; (v) contributions to a “rabbi” trust for the benefit of employees, directors, consultants, independent contractors or other service providers or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Borrower; (w) to the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases, acquisitions, licenses or leases of other assets, Intellectual Property, or other rightssuppliers, in each case in the ordinary course of business; (xvii) any Investment in any Subsidiary or any joint venture Investments made in connection with intercompany cash management arrangements or related activities arising the Spin Transaction; (viii) deposits, prepayments and other credits to suppliers, lessors and landlords made in the ordinary course of business; (yix) Investments advances by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated as a Borrower or any Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”; (z) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Qualified Securitization Facility or any repurchase obligation in connection therewith, including, without limitation, Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Securitization Facilities or any related Indebtedness; (aa) Investments employees in the ordinary course of business in connection consistent with Settlementspast practices for travel and entertainment expenses, relocation costs and similar purposes; (bbx) Investments arising made as a result of receipt of noncash consideration from a sale-leaseback transactions, transfer or other disposition of assets permitted under Section 7.03(e)(viii); (xi) Investments in the form of Swap Agreements permitted under Section 7.03(m); (xii) Investments constituting deposits described in clauses (iii) and (iv) of the definition of “Permitted Encumbrances” and endorsements of instruments for collection or deposit in the ordinary course of business; (xiii) Investments in a Securitization Subsidiary that are necessary or desirable to effect any Permitted Receivables Financing; (xiv) Investments by a Restricted Subsidiary of the Borrower that is not a Loan Party in any Loan Party or in any other such Restricted Subsidiary that is also not a Loan Party; (xv) other Investments in an amount not to exceed the Available Amount; provided that, at the time each such Investment is made no Default shall have occurred and be continuing or would result therefrom (or, in the case of an Investment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into); and (ccxvi) other Investments in joint ventures and Unrestricted Subsidiaries in an aggregate principal amount outstanding at any time not to exceed the greater of (i) $200,000,000 25,000,000 and 20.0(ii) 2.5% Consolidated Tangible Assets at any time outstanding. For the purposes of Consolidated EBITDA this Section, any unreimbursed payment by the Borrower or any Restricted Subsidiary for the most recently ended Test Period as of goods or services delivered to any Subsidiary shall be deemed to be an Investment in such timeSubsidiary.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will not, and will not permit any Restricted Subsidiary to, make or hold any Investment, except: (a) Permitted Investments at the time such Permitted Investment is made and purchases of assets assets, in the ordinary course of business consistent with past practice; (b) loans, advances and other credit extensions to officers, members of the Board of Directors and employees of the Borrower and its Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation (including moving expenses and costs of replacement homes), business machines or supplies, automobiles and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower (or any direct or indirect parent thereof) (provided that 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 under this clause (iii) at any time not to exceed the greater of $100,000,000 and 10.0% of Consolidated EBITDA for the most recently ended Test Period as of such time40,000,000; (c) Investments by the Borrower in any Restricted Subsidiary and Investments by any Restricted Subsidiary in any of the Borrower or any other Restricted Subsidiary; provided that, in the case of any Investment by a Loan Party in a Restricted Subsidiary that is not a Loan Party, no Event of Default shall have occurred and be continuing or would result therefrom; (d) Investments consisting of (i) extensions of trade credit and accommodation guarantees in the ordinary course of business and (ii) loans and advances to customers; provided that the aggregate principal amount of such loans and advances outstanding under this clause (ii) at any time shall not exceed the greater of $25,000,000 and 2.5% of Consolidated EBITDA for the most recently ended Test Period as of such time10,000,000; (e) Investments (i) existing or contemplated on the Closing Effective Date and set forth on Schedule 7.04(e6.04(e) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) Investments existing on the Closing Effective Date by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary and any modification, renewal or extension thereof; provided that the amount of the original Investment is not increased except by the terms of such Investment to the extent as set forth on Schedule 7.04(e6.04(e) or as otherwise permitted by this Section 7.046.04; (f) Investments in Swap Agreements incurred in the ordinary course of business and not for speculative purposes; (g) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.056.05; (h) Permitted Acquisitions; (i) the Transactions; (j) Investments 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 in the ordinary course of business; (k) Investments (including debt obligations and Equity Interests) received in connection with the 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; (i) loans and advances to the Borrower (or any direct or indirect parent thereof) (x) 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 to the extent permitted to be made to the Borrower (or such parent) in accordance with Section 7.07(a6.07(a) and (y) to the extent the proceeds thereof are contributed or loaned or advanced to another any Restricted Subsidiary and (ii) Investments or Guarantees with respect to any direct or indirect parent of the Borrower that could otherwise be made as a Restricted Payment under Section 7.076.07, so long as the amount of such Investment or Guarantee is deducted from the amount available to be made as a Restricted Payment under the applicable clause of Section 7.076.07; (m) additional Investments and other acquisitions; provided that at the time any such Investment or other acquisition is made, the aggregate outstanding amount of such Investment or acquisition made in reliance on this clause (m), together with the aggregate amount of all consideration paid in connection with all other Investments and acquisitions made in reliance on this clause (m) (including the aggregate principal amount of all Indebtedness assumed in connection with any such other Investment or acquisition previously made under this clause (m)), shall not exceed the sum of (A) the greater of $500,000,000 190,000,000 and 50.0% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Investment or other acquisition, plus (B) the Available Equity Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment; (n) advances of payroll payments to employees in the ordinary course of business; (o) Investments and other acquisitions to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower (or any direct or indirect parent thereof); (p) Investments of a Subsidiary acquired after the Closing Effective Date or of a Person merged or consolidated with any Subsidiary in accordance with this Section 7.04 6.04 and Section 7.03 6.03 after the Closing Effective Date or that otherwise becomes a Subsidiary (provided that if such Investment is made under Section 7.04(h6.04(h), existing Investments in subsidiaries of such Subsidiary or Person shall comply with the requirements of Section 7.04(h6.04(h)) 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; (q) receivables owing to the Borrower or any Restricted Subsidiary, if created or acquired in the ordinary course of business; (r) Investments (A) for utilities, security deposits, leases and similar prepaid expenses incurred in the ordinary course of business and (B) trade accounts created, or prepaid expenses accrued, in the ordinary course of business; (s) non-cash Investments in connection with tax planning and reorganization activities; provided that after giving effect to any such activities, the security interests of the Lenders in the Collateral, taken as a whole, would not be materially impaired; (t) additional Investments so long as at the time of any such Investment and after giving effect thereto, on a Pro Forma Basis, the Payment Conditions are metTotal Net Leverage Ratio is no greater than 4.00 to 1.00; (u) Investments consisting of Indebtedness, Liens, fundamental changes, Dispositions and Restricted Payments permitted (other than by reference to this Section 7.04(v6.04(u)) under Sections 7.016.01, 7.026.02, 7.036.03, 7.05 6.05 and 7.076.07, respectively; (v) contributions to a “rabbi” trust for the benefit of employees, directors, consultants, independent contractors or other service providers or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Borrower; (w) to the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases, acquisitions, licenses or leases of other assets, Intellectual Property, or other rights, in each case in the ordinary course of business; (x) any Investment in any Subsidiary or any joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business; (y) Investments by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”; (z) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Qualified Securitization Facility or any repurchase obligation in connection therewith, including, without limitation, Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Securitization Facilities or any related Indebtedness; (aa) Investments in the ordinary course of business in connection with Settlements; (bb) Investments arising as a result of sale-leaseback transactions; and (cc) Investments in joint ventures and Unrestricted Subsidiaries in an aggregate principal amount outstanding at any time not to exceed the greater of $200,000,000 75,000,000 and 20.0% of Consolidated EBITDA for the most recently ended Test Period as of such time.

Investments, Loans, Advances, Guarantees and Acquisitions. The Except as permitted in Section 6.03, the Borrower will not, and will not permit any Restricted of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary toprior to such merger) any capital stock, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or hold permit to exist any Investmentloans or advances to, exceptGuarantee 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, except for industrial properties, Cash and Permitted Investments and except that investments shall be permitted in the following categories of assets provided that after Total Asset Value exceeds $500,000,000 for the first time, investments described in (a) through (e) below shall not exceed an aggregate 30% of Total Asset Value, and shall be subject to individual limits set forth below: (a) Permitted Investments at the time such Permitted Investment is made and purchases Ownership of assets in the ordinary course unimproved land on which no material improvements have been commenced up to 5% of business consistent with past practiceTotal Asset Value; (b) loans, advances and other credit extensions Investments in Unconsolidated Affiliates (including real estate funds or privately held companies) up to officers, members 20% of total Asset Value which may be increased to 25% of Total Asset Value with approval of the Board of Directors and employees of the Borrower and its Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation (including moving expenses and costs of replacement homes), business machines or supplies, automobiles and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower (or any direct or indirect parent thereof) (provided that 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 under this clause (iii) at any time not to exceed the greater of $100,000,000 and 10.0% of Consolidated EBITDA for the most recently ended Test Period as of such timeRequired Lenders; (c) Investments by the Borrower in any Restricted Subsidiary and Investments by any Restricted Subsidiary in any Ownership of the Borrower or any other Restricted Subsidiary; provided that, in the case non-industrial Properties up to 10% of any Investment by a Loan Party in a Restricted Subsidiary that is not a Loan Party, no Event of Default shall have occurred and be continuing or would result therefromTotal Asset Value; (d) Investments consisting of Debt Instruments (iincluding mezzanine debt and mortgage notes) extensions of trade credit and accommodation guarantees investment in the ordinary course of business and (ii) loans and advances any REIT stocks or REIT preferred securities up to customers; provided that the aggregate principal amount of such loans and advances outstanding under this clause (ii) at any time shall not exceed the greater of $25,000,000 and 2.55% of Consolidated EBITDA for the most recently ended Test Period as of such time;Total Asset Value; and (e) Ownership of Assets Under Development (which for this purpose shall be the book value plus the budgeted cost to complete) up to 10% of Total Asset Value. In the event that any Investments (i) existing or contemplated on exceed the Closing Date and maximum amounts set forth on Schedule 7.04(e) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) Investments existing on the Closing Date by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary and any modification, renewal or extension thereof; provided that the amount of the original Investment is not increased except by the terms of such Investment to the extent as set forth on Schedule 7.04(e) or as otherwise permitted by this Section 7.04; (f) Investments in Swap Agreements incurred in the ordinary course of business and not for speculative purposes; (g) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (h) Permitted Acquisitions; (i) the Transactions; (j) Investments 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 in the ordinary course of business; (k) Investments (including debt obligations and Equity Interests) received in connection with the 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; (i) loans and advances to the Borrower (or any direct or indirect parent thereof) (x) 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 to the extent permitted to be made to the Borrower (or such parent) in accordance with Section 7.07(a) and (y) to the extent the proceeds thereof are contributed or loaned or advanced to another Restricted Subsidiary and (ii) Investments or Guarantees with respect to any direct or indirect parent of the Borrower that could otherwise be made as a Restricted Payment under Section 7.07, so long as the amount of such Investment or Guarantee is deducted from the amount available to be made as a Restricted Payment under the applicable clause of Section 7.07; (m) additional Investments and other acquisitions; provided that at the time any such Investment or other acquisition is made, the aggregate outstanding amount of such Investment or acquisition made in reliance on this clause (m), together with the aggregate amount of all consideration paid in connection with all other Investments and acquisitions made in reliance on this clause (m) above (including the aggregate principal amount of all Indebtedness assumed in connection with any such other Investment or acquisition previously made under this clause (m)30% limitation), such excess Investments shall not exceed constitute an Event of Default but shall be excluded from the sum of (A) the greater of $500,000,000 and 50.0% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Investment or other acquisition, plus (B) the Available Equity Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment; (n) advances of payroll payments to employees in the ordinary course of business; (o) Investments and other acquisitions to the extent that payment for such Investments is made with Qualified Equity Interests calculation of the Borrower (or any direct or indirect parent thereof); (p) Investments of a Subsidiary acquired after the Closing Date or of a Person merged or consolidated with any Subsidiary financial covenants in accordance with this Section 7.04 and Section 7.03 after the Closing Date or that otherwise becomes a Subsidiary (provided that if such Investment is made under Section 7.04(h), existing Investments in subsidiaries of such Subsidiary or Person shall comply with the requirements of Section 7.04(h)) 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; (q) receivables owing to the Borrower or any Restricted Subsidiary, if created or acquired in the ordinary course of business; (r) Investments (A) for utilities, security deposits, leases and similar prepaid expenses incurred in the ordinary course of business and (B) trade accounts created, or prepaid expenses accrued, in the ordinary course of business; (s) non-cash Investments in connection with tax planning and reorganization activities; provided that after giving effect to any such activities, the security interests of the Lenders in the Collateral, taken as a whole, would not be materially impaired; (t) additional Investments so long as at the time of any such Investment and after giving effect thereto, the Payment Conditions are met; (u) Investments consisting of Indebtedness, Liens, fundamental changes, Dispositions and Restricted Payments permitted (other than by reference to this Section 7.04(v)) under Sections 7.01, 7.02, 7.03, 7.05 and 7.07, respectively; (v) contributions to a “rabbi” trust for the benefit of employees, directors, consultants, independent contractors or other service providers or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Borrower; (w) to the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases, acquisitions, licenses or leases of other assets, Intellectual Property, or other rights, in each case in the ordinary course of business; (x) any Investment in any Subsidiary or any joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business; (y) Investments by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”; (z) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Qualified Securitization Facility or any repurchase obligation in connection therewith, including, without limitation, Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Securitization Facilities or any related Indebtedness; (aa) Investments in the ordinary course of business in connection with Settlements; (bb) Investments arising as a result of sale-leaseback transactions; and (cc) Investments in joint ventures and Unrestricted Subsidiaries in an aggregate principal amount outstanding at any time not to exceed the greater of $200,000,000 and 20.0% of Consolidated EBITDA for the most recently ended Test Period as of such time6.11.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will not, and nor will not it permit any of its Restricted Subsidiary Subsidiaries to, make or hold any Investment, except: (a) Permitted Investments in cash and Investments that are, at the time such Permitted Investment is made and purchases of assets made, Investments in the ordinary course of business consistent with past practiceCash Equivalents; (b) loansloans or advances to present or former officers, advances and other credit extensions to officersdirectors, managers, members of the Board of Directors management, consultants, independent contractors and employees of any Parent Entity, the Borrower and its the Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation (including moving expenses and costs of replacement homes), business machines or supplies, automobiles and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower in Holdings (or any direct or indirect parent thereofother Parent Entity) (provided that the amount of such loans and advances made in cash to such Person shall be substantially contemporaneously used to purchase such Equity Interests and the proceeds of such loans and advances shall be substantially contemporaneously contributed to the Borrower in cash as common equity or Qualified Equity Interests as consideration for the purchase of such Equity Interests) and (iii) for purposes not described in the foregoing clauses (i) and (ii); provided that at the time of incurrence thereof and after giving pro forma effect thereto, in an the aggregate principal amount of all loans and advances then outstanding under and made in reliance on this clause (iii) at any time shall not to exceed the greater of (x) $100,000,000 5,000,000 and 10.0(y) 7.5% of Consolidated Cash EBITDA for the Test Period most recently ended Test Period on or prior to such date of incurrence (measured as of the date such timeincurrence based upon the financial statements most recently delivered (or required to have been delivered) on or prior to such date pursuant to Section 5.01(a) or (b)); (c) Investments (i) by the Borrower in any Restricted Subsidiary and Investments by or any Restricted Subsidiary in any of Loan Party (other than Holdings), (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party and (iii) by the Borrower or any other Restricted SubsidiarySubsidiary that is a Loan Party in any Restricted Subsidiary that is not a Loan Party (A) in connection with any series of substantially concurrent transactions that result in the proceeds of the intercompany Investments ultimately being invested in (or distributed to) the Borrower or a Restricted Subsidiary that is a Loan Party, (B) in connection with reorganizations and related activities related to tax planning; provided that either (1) such reorganizations or related activities are contemplated as of the Effective Date or (2) after giving pro forma effect to any such reorganization and related activities, the value of the Collateral, taken as a whole, and the value of the guarantees, taken as a whole, are not materially impaired (it being understood that the contribution of Equity Interests of any Foreign Subsidiary or FSHCO to a newly created Foreign Subsidiary or FSHCO shall be permitted without restriction), and (C) in addition to Investments made pursuant to the foregoing clauses (A) and (B), Investments (valued at the Fair Market Value of such Investments at the time such Investment is made) in an aggregate amount, measured at the time such Investment is made and after giving pro forma effect to such Investment, equal to the sum of (I) the greater of (x) $10,000,000 and (y) 10.0% of Consolidated Cash EBITDA for the Test Period most recently ended on or prior to the date of such Investment (measured as of the date such Investment based upon the financial statements most recently delivered (or required to have been delivered) on or prior to such date pursuant to Section 5.01(a) or (b)), (II) the Available Equity Amount at such time that is Not Otherwise Applied and (III) the Available Amount at such time that is Not Otherwise Applied; provided that, in the case of any Investment by a Loan Party in a Restricted Subsidiary that is not a Loan Partythis clause (III), (x) no Event of Default shall have has occurred and be is continuing (or would result therefrom; (d) Investments consisting of (i) extensions of trade credit and accommodation guarantees in the ordinary course of business and (ii) loans and advances to customers; provided that the aggregate principal amount of such loans and advances outstanding under this clause (ii) at any time shall not exceed the greater of $25,000,000 and 2.5% of Consolidated EBITDA for the most recently ended Test Period as of such time; (e) Investments (i) existing or contemplated on the Closing Date and set forth on Schedule 7.04(e) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) Investments existing on the Closing Date by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary and any modification, renewal or extension thereof; provided that the amount of the original Investment is not increased except by the terms of such Investment to the extent as set forth on Schedule 7.04(e) or as otherwise permitted by this Section 7.04; (f) Investments in Swap Agreements incurred in the ordinary course of business and not for speculative purposes; (g) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (h) Permitted Acquisitions; (i) the Transactions; (j) Investments 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 in the ordinary course of business; (k) Investments (including debt obligations and Equity Interests) received in connection with the 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; (i) loans and advances to the Borrower (or any direct or indirect parent thereof) (x) in lieu of, and not in excess of the amount of (occur after giving pro forma effect to any other loans, advances or Restricted Payments in respect thereof), Restricted Payments to the extent permitted to be made to the Borrower (or such parent) in accordance with Section 7.07(aaction) and (y) after giving pro forma effect to the extent the proceeds thereof are contributed or loaned or advanced to another Restricted Subsidiary and (ii) Investments or Guarantees with respect to any direct or indirect parent such Investment on a pro forma basis as of the Borrower that could otherwise be made as a Restricted Payment under Section 7.07, so long as last day of the amount Test Period most recently ended on or prior to such date of such Investment or Guarantee is deducted from the amount available to be made (measured as a Restricted Payment under the applicable clause of Section 7.07; (m) additional Investments and other acquisitions; provided that at the time any such Investment or other acquisition is made, the aggregate outstanding amount of such Investment or acquisition made in reliance on this clause (m), together with the aggregate amount of all consideration paid in connection with all other Investments and acquisitions made in reliance on this clause (m) (including the aggregate principal amount of all Indebtedness assumed in connection with any such other Investment or acquisition previously made under this clause (m)), shall not exceed the sum of (A) the greater of $500,000,000 and 50.0% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Investment or other acquisition, plus (B) the Available Equity Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment; (n) advances of payroll payments to employees in the ordinary course of business; (o) Investments and other acquisitions to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower (or any direct or indirect parent thereof); (p) Investments of a Subsidiary acquired after the Closing Date or of a Person merged or consolidated with any Subsidiary in accordance with this Section 7.04 and Section 7.03 after the Closing Date or that otherwise becomes a Subsidiary (provided that if date such Investment is made under based upon the financial statements most recently delivered (or required to have been delivered) on or prior to such date pursuant to Section 7.04(h5.01(a) or (b)), existing Investments in subsidiaries of such Subsidiary the Total Net Cash Leverage Ratio is less than or Person shall comply with the requirements of Section 7.04(h)) equal 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 consolidation7.00:1.00; (q) receivables owing to the Borrower or any Restricted Subsidiary, if created or acquired in the ordinary course of business; (r) Investments (A) for utilities, security deposits, leases and similar prepaid expenses incurred in the ordinary course of business and (B) trade accounts created, or prepaid expenses accrued, in the ordinary course of business; (s) non-cash Investments in connection with tax planning and reorganization activities; provided that after giving effect to any such activities, the security interests of the Lenders in the Collateral, taken as a whole, would not be materially impaired; (t) additional Investments so long as at the time of any such Investment and after giving effect thereto, the Payment Conditions are met; (u) Investments consisting of Indebtedness, Liens, fundamental changes, Dispositions and Restricted Payments permitted (other than by reference to this Section 7.04(v)) under Sections 7.01, 7.02, 7.03, 7.05 and 7.07, respectively; (v) contributions to a “rabbi” trust for the benefit of employees, directors, consultants, independent contractors or other service providers or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Borrower; (w) to the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases, acquisitions, licenses or leases of other assets, Intellectual Property, or other rights, in each case in the ordinary course of business; (x) any Investment in any Subsidiary or any joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business; (y) Investments by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”; (z) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Qualified Securitization Facility or any repurchase obligation in connection therewith, including, without limitation, Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Securitization Facilities or any related Indebtedness; (aa) Investments in the ordinary course of business in connection with Settlements; (bb) Investments arising as a result of sale-leaseback transactions; and (cc) Investments in joint ventures and Unrestricted Subsidiaries in an aggregate principal amount outstanding at any time not to exceed the greater of $200,000,000 and 20.0% of Consolidated EBITDA for the most recently ended Test Period as of such time.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will not, and will not permit any Restricted Subsidiary to, make or hold any Investment, except: (a) Permitted Investments at the time such Permitted Investment is made and purchases of assets assets, in the ordinary course of business consistent with past practice; (b) loans, advances and other credit extensions to officers, members of the Board of Directors and employees of the Borrower and its Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation (including moving expenses and costs of replacement homes), business machines or supplies, automobiles and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower (or any direct or indirect parent thereof) (provided that 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 under this clause (iii) at any time not to exceed the greater of $100,000,000 and 10.0% of Consolidated EBITDA for the most recently ended Test Period as of such time40,000,000; (c) Investments by the Borrower in any Restricted Subsidiary and Investments by any Restricted Subsidiary in any of the Borrower or any other Restricted Subsidiary; provided that, in the case of any Investment by a Loan Credit Party in a Restricted Subsidiary that is not a Loan Credit Party, (i) at the time of any such Investment and after giving effect thereto, no Event of Default shall have occurred and be continuing exists or would result therefrom, and (ii) the aggregate principal amount of such Investments outstanding at any time shall not exceed the greater of $50,000,000 and 40% of Consolidated EBITDA for the most recently ended Test Period as of such time; (d) Investments consisting of (i) extensions of trade credit and accommodation guarantees in the ordinary course of business and (ii) loans and advances to customers; provided that the aggregate principal amount of such loans and advances outstanding under this clause (ii) at any time shall not exceed the greater of $25,000,000 and 2.5% of Consolidated EBITDA for the most recently ended Test Period as of such time10,000,000; (e) Investments (i) existing or contemplated on the Closing Agreement Date and set forth on Schedule 7.04(e7.4(e) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) Investments existing on the Closing Agreement Date by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary and any modification, renewal or extension thereof; provided that the amount of the original Investment is not increased except by the terms of such Investment to the extent as set forth on Schedule 7.04(e7.4(e) or as otherwise permitted by this Section 7.047.4; (f) Investments in Swap Hedge Agreements incurred in the ordinary course of business and not for speculative purposes; (g) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.057.5; (h) Permitted Acquisitions; (i) the Transactions; (j) Investments 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 in the ordinary course of business; (k) Investments (including debt obligations and Equity Interests) received in connection with the 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; (il) loans and advances to the Borrower (or any direct or indirect parent thereof) (x) 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 to the extent permitted to be made to the Borrower (or such parent) in accordance with Section 7.07(a7.7(a) and (y) to the extent the proceeds thereof are contributed or loaned or advanced to another any Restricted Subsidiary and (ii) Investments or Guarantees with respect to any direct or indirect parent of the Borrower that could otherwise be made as a Restricted Payment under Section 7.07, so long as the amount of such Investment or Guarantee is deducted from the amount available to be made as a Restricted Payment under the applicable clause of Section 7.07Subsidiary; (m) additional Investments and other acquisitions; provided that at the time any such Investment or other acquisition is made, the aggregate outstanding amount of such Investment or acquisition made in reliance on this clause (m), together with the aggregate amount of all consideration paid in connection with all other Investments and acquisitions made in reliance on this clause (m) (including the aggregate principal amount of all Indebtedness assumed in connection with any such other Investment or acquisition previously made under this clause (m)), shall not exceed the sum of (A) the greater of $500,000,000 50,000,000 and 50.040.0% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Investment or other acquisition, plus (B) the Available Equity Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment; (n) advances of payroll payments to employees in the ordinary course of business; (o) Investments and other acquisitions to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower (or any direct or indirect parent thereof)Borrower; (p) Investments of a Subsidiary acquired after the Closing Agreement Date or of a Person merged or consolidated with any Subsidiary in accordance with this Section 7.04 7.4 and Section 7.03 7.3 after the Closing Agreement Date or that otherwise becomes a Subsidiary (provided that if such Investment is made under Section 7.04(h7.4(h), existing Investments in subsidiaries of such Subsidiary or Person shall comply with the requirements of Section 7.04(h7.4(h)) 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; (q) receivables owing to the Borrower or any Restricted Subsidiary, if created or acquired in the ordinary course of business; (r) Investments (A) for utilities, security deposits, leases and similar prepaid expenses incurred in the ordinary course of business and (B) trade accounts created, or prepaid expenses accrued, in the ordinary course of business; (s) non-cash Investments in connection with tax planning and reorganization activities; provided that after giving effect to any such activities, the security interests of the Lenders in the Collateral, taken as a whole, would not be materially impaired; (t) additional Investments so long as at the time of any such Investment and after giving effect thereto, the Payment Conditions are metsatisfied; (u) Investments consisting of Indebtedness, Liens, fundamental changes, Dispositions and Restricted Payments permitted (other than by reference to this Section 7.04(v7.4(u)) under Sections 7.017.1, 7.027.2, 7.037.3, 7.05 7.5 and 7.077.7, respectively; (v) contributions to a “rabbi” trust for the benefit of employees, directors, consultants, independent contractors or other service providers or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Borrower; (w) to the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases, acquisitions, licenses or leases of other assets, Intellectual Property, or other rights, in each case in the ordinary course of business; (x) any Investment in any Subsidiary or any joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business; (y) Investments by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”; (z) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Qualified Securitization Facility or any repurchase obligation in connection therewith, including, without limitation, Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Securitization Facilities or any related Indebtedness[reserved]; (aa) Investments in the ordinary course of business in connection with Settlements; (bb) Investments arising as a result of sale-leaseback transactions; and (cc) Investments in joint ventures and Unrestricted Subsidiaries that are not Guarantors in an aggregate principal amount outstanding at any time not to exceed the greater of $200,000,000 75,000,000 and 20.0% of Consolidated EBITDA for the most recently ended Test Period as of such timetime so long as at the time of any such Investment and after giving effect thereto, no Event of Default exists or would result therefrom.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will not, and will not permit any Restricted Subsidiary to, make or hold any Investment, except: (a) Permitted Investments at the time such Permitted Investment is made and purchases of assets in the ordinary course of business consistent with past practice; (b) loans, advances and other credit extensions to officers, members of the Board of Directors and employees of the Borrower and its Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation (including moving expenses and costs of replacement homes), business machines or supplies, automobiles and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower (or any direct or indirect parent thereof) (provided that 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 under this clause (iii) at any time not to exceed the greater of $100,000,000 and 10.0% of Consolidated EBITDA for the most recently ended Test Period as of such time40,000,000; (c) Investments by the Borrower in any Restricted Subsidiary and Investments by any Restricted Subsidiary in any of the Borrower or any other Restricted Subsidiary; provided that, in the case of any Investment by a Loan Party in a Restricted Subsidiary that is not a Loan Party, no Event of Default shall have occurred and be continuing or would result therefrom; (d) Investments consisting of (i) extensions of trade credit and accommodation guarantees in the ordinary course of business and (ii) loans and advances to customers; provided that the aggregate principal amount of such loans and advances outstanding under this clause (ii) at any time shall not exceed the greater of $25,000,000 and 2.5% of Consolidated EBITDA for the most recently ended Test Period as of such time10,000,000; (e) Investments (i) existing or contemplated on the Closing Date and set forth on Schedule 7.04(e) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) Investments existing on the Closing Date by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary and any modification, renewal or extension thereof; provided that the amount of the original Investment is not increased except by the terms of such Investment to the extent as set forth on Schedule 7.04(e) or as otherwise permitted by this Section 7.04; (f) Investments in Swap Agreements incurred in the ordinary course of business and not for speculative purposes; (g) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (h) Permitted Acquisitions; (i) the Transactions; (j) Investments 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 in the ordinary course of business; (k) Investments (including debt obligations and Equity Interests) received in connection with the 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; (i) loans and advances to the Borrower (or any direct or indirect parent thereof) (x) 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 to the extent permitted to be made to the Borrower (or such parent) in accordance with Section 7.07(a) and (y) to the extent the proceeds thereof are contributed or loaned or advanced to another Restricted Subsidiary and (ii) Investments or Guarantees with respect to any direct or indirect parent of the Borrower that could otherwise be made as a Restricted Payment under Section 7.07, so long as the amount of such Investment or Guarantee is deducted from the amount available to be made as a Restricted Payment under the applicable clause of Section 7.07; (m) additional Investments and other acquisitions; provided that at the time any such Investment or other acquisition is made, the aggregate outstanding amount of such Investment or acquisition made in reliance on this clause (m), together with the aggregate amount of all consideration paid in connection with all other Investments and acquisitions made in reliance on this clause (m) (including the aggregate principal amount of all Indebtedness assumed in connection with any such other Investment or acquisition previously made under this clause (m)), shall not exceed the sum of (A) the greater of $500,000,000 190,000,000 and 50.0% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Investment or other acquisition, plus (B) the Available Equity Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment; (n) advances of payroll payments to employees in the ordinary course of business; (o) Investments and other acquisitions to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower (or any direct or indirect parent thereof); (p) Investments of a Subsidiary acquired after the Closing Date or of a Person merged or consolidated with any Subsidiary in accordance with this Section 7.04 and Section 7.03 after the Closing Date or that otherwise becomes a Subsidiary (provided that if such Investment is made under Section 7.04(h), existing Investments in subsidiaries of such Subsidiary or Person shall comply with the requirements of Section 7.04(h)) 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; (q) receivables owing to the Borrower or any Restricted Subsidiary, if created or acquired in the ordinary course of business; (r) Investments (A) for utilities, security deposits, leases and similar prepaid expenses incurred in the ordinary course of business and (B) trade accounts created, or prepaid expenses accrued, in the ordinary course of business; (s) non-cash Investments in connection with tax planning and reorganization activities; provided that after giving effect to any such activities, the security interests of the Lenders in the Collateral, taken as a whole, would not be materially impaired; (t) additional Investments so long as at the time of any such Investment and after giving effect thereto, the Payment Conditions are met; (u) Investments consisting of Indebtedness, Liens, fundamental changes, Dispositions and Restricted Payments permitted (other than by reference to this Section 7.04(v)) under Sections 7.01, 7.02, 7.03, 7.05 and 7.07, respectively; (v) contributions to a “rabbi” trust for the benefit of employees, directors, consultants, independent contractors or other service providers or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Borrower; (w) to the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases, acquisitions, licenses or leases of other assets, Intellectual Property, or other rights, in each case in the ordinary course of business; (x) any Investment in any Subsidiary or any joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business; (y) Investments by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”; (z) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Qualified Securitization Facility or any repurchase obligation in connection therewith, including, without limitation, Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Securitization Facilities or any related Indebtedness; (aa) Investments in the ordinary course of business in connection with Settlements; (bb) Investments arising as a result of sale-leaseback transactions; and (cc) Investments in joint ventures and Unrestricted Subsidiaries in an aggregate principal amount outstanding at any time not to exceed the greater of $200,000,000 75,000,000 and 20.0% of Consolidated EBITDA for the most recently ended Test Period as of such time.

Investments, Loans, Advances, Guarantees and Acquisitions. The Each of the Borrower will not, and each other Group Member will not permit any Restricted Subsidiary to, make or hold any Investment, except: (a) Permitted Investments in cash and Cash Equivalents at the time such Permitted Investment is made and purchases of assets in the ordinary course of business consistent with past practicemade; (b) loans, advances and other credit extensions to officers, members of the Board of Directors and employees of the Borrower and its Restricted Subsidiaries Permitted Payees (i) for reasonable and customary business-related travel, entertainment, relocation (including moving expenses and costs of replacement homes), business machines or supplies, automobiles and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower (or in any direct or indirect parent thereof) (provided that 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) Parent Entity and (iii) for purposes not described in the foregoing clauses (i) and (ii), ; provided in an aggregate principal amount outstanding under the case of this clause (iii) at any time that either (x) no cash or Cash Equivalents are advanced in connection with such loan, advance or credit extension or (y) after giving Pro Forma Effect thereto, the aggregate principal amount of loans, advances and other credit extensions in cash or Cash Equivalents outstanding in reliance on clause (y) of this proviso shall not to exceed the greater of $100,000,000 50,000,000 and 10.03.0% of Consolidated EBITDA for the most recently ended Test Period as of such timePeriod; (c) Investments (i) by the Borrower any Group Member in any Restricted Subsidiary and Investments other Group Member, in each case existing on the Closing Date, (ii) to the extent made, or committed to be made, by any Restricted Subsidiary Loan Party in any other Group Member that was a Loan Party at such time made, or committed to be made, but subsequently became an Excluded Subsidiary as a direct result of the Borrower or a Specified Tax Event, (iii) by any Group Member in any other Restricted Subsidiary; provided thatGroup Member, in the case form of cash, Cash Equivalents, loans, advances or Guarantee or assumption of Indebtedness and (iv) by any Group Member in any other Group Member (or Person that will, upon such Investment, become a Group Member); provided that at the time any such Investment by a Loan Party in a Restricted Subsidiary that is not a Loan Partymade and after giving Pro Forma Effect thereto, no Event the aggregate outstanding amount of Default shall have occurred and be continuing or would result therefrom; (d) all such Investments consisting of (i) extensions Collateral made outside of trade credit and accommodation guarantees in the ordinary course of business and (ii) loans and advances to customers; provided by Loan Parties in Group Members that the aggregate principal amount of such loans and advances outstanding under are not Loan Parties in reliance on this clause (iic)(iv) at any time shall not exceed the greater of (x) $25,000,000 650,000,000 and 2.5(y) 40% of Consolidated EBITDA for the most recently ended Test Period as Period; (d) Investments (i) consisting of such timedeposits, prepayments, rebates, extensions of credit in the nature of accounts receivable or notes receivable and/or other credits to suppliers or other trade counterparties, (ii) made in connection with obtaining, maintaining or renewing client and customer contracts and/or (iii) in the form of advances made to distributors, suppliers, licensors and licensees, in each case, in the ordinary course of business or, in the case of clause (iii), to the extent necessary to maintain the ordinary course of supplies to the Borrower or any other Group Member; (e) Investments consisting of extensions of trade credit in the ordinary course of business; (f) Investments (i) existing or contemplated on the Closing Date and set forth on Schedule 7.04(e) and any modification, replacement, renewal, reinvestment or extension thereof and or (ii) Investments existing contractually committed to, or contemplated, on the Closing Date by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary and any modification, renewal replacement, renewal, reinvestment or extension thereof; provided that (x) Investments in an individual amount in excess of $30,000,000 shall be permitted under this clause (f) only if set forth on Schedule 6.04(f) and (y) the amount of the original Investment permitted under this clause (f) is not increased except by the terms of such Investment existing on the Closing Date (including terms with respect to the extent as set forth on Schedule 7.04(eaccrual or accretion of interest or original issue discount or the issuance of payment-in-kind securities) or as otherwise permitted not prohibited by this Section 7.046.04; (fg) Investments arising under or in connection with Swap Agreements incurred not prohibited under Section 6.01; (h) promissory notes and other Investments (including non-cash consideration) received in connection with Dispositions (or any other disposition of assets not constituting a Disposition) not prohibited by Section 6.05; (i) Permitted Acquisitions; (j) (i) obligations with respect to Guarantees provided by the Borrower or any other Group Member in respect of leases and/or subleases (other than Capitalized Leases) or of other obligations that do not constitute Indebtedness, (ii) obligations with respect to Guarantees of the lease obligations of suppliers, customers, franchisees and licensees of the Borrower and/or any other Group Members, in each case, entered into in the ordinary course of business and not for speculative purposes(iii) Investments consisting of Guarantees of any supplier’s obligations in respect of commodity contracts, including Swap Agreements, solely to the extent such commodities relate to the materials or products to be purchased by the Borrower or any other Group Member; (g) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (h) Permitted Acquisitions; (i) the Transactions; (jk) Investments 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 customers, vendors, suppliers, licensors, sublicensors, licensees and sublicencees in the ordinary course of business; (kl) Investments (including debt obligations and Equity Interests) (i) received in connection with the bankruptcy bankruptcy, work-out, recapitalization or reorganization of suppliers and customers or any Person, (ii) in settlement satisfaction of delinquent obligations ofjudgments against other Persons, or other disputes with, customers and suppliers or upon the (iii) as a result of a foreclosure with respect to any secured Investment or other transfer of title with respect to any secured InvestmentInvestment and (iv) as a result of or in connection with settlement, compromise or resolution of (a) litigation, arbitration or other disputes or (b) obligations of trade creditors, suppliers, licensors, customers and other account debtors that were incurred in the ordinary course of business of the Borrower or any other Group Member, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor, supplier, licensor, customer or other account debtor; (i) loans and advances to the Borrower Holdings (or any direct or indirect parent thereof) (xof Holdings, including any Parent Entity) 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 to the extent permitted to be made to the Borrower Holdings (or such parentdirect or indirect parent of Holdings, including any Parent Entity) in accordance with Section 7.07(a6.08(a) (other than clause (ii) thereof); provided that any such loan or advance shall reduce the amount of such applicable Restricted Payments thereafter permitted under Section 6.08(a) by a corresponding amount (if the applicable provision of Section 6.08(a) contains a maximum amount) for so long as, and (y) to the extent that, such loan or advance remains outstanding; provided, further, that any conditions to the proceeds thereof are contributed or loaned or advanced to another making of such Restricted Subsidiary Payment shall be satisfied and (ii) Investments or Guarantees with respect loans and advances to any direct or indirect parent Parent Entity in connection with the reimbursement of expenses incurred on behalf of the Borrower that could otherwise be made as a Restricted Payment under Section 7.07, so long as or any other Group Member in the amount ordinary course of such Investment or Guarantee is deducted from the amount available to be made as a Restricted Payment under the applicable clause of Section 7.07business; (mn) additional Investments and other acquisitionsInvestments; provided that at the time any such Investment or other acquisition is madeafter giving Pro Forma Effect thereto, the aggregate outstanding amount of such Investment or acquisition Investments made in reliance on this clause (m), together with n) (including the aggregate outstanding amount of all consideration paid in connection with all other Investments and acquisitions made in reliance on this clause (m) (including n), whether in the aggregate principal amount form of all Indebtedness assumed in connection with any such other Investment or acquisition previously made under this clause (m)otherwise), shall not exceed the sum of (A) (i) the greater of (x) $500,000,000 900,000,000 and 50.0(y) 55% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect Period, plus (ii) Investments in an aggregate outstanding amount not to exceed the making portion, if any, of such Investment or other acquisitionthe Restricted Payment Amount on the relevant date of determination that the Borrower elects to apply pursuant to this clause (ii), plus (iii) Investments in an aggregate outstanding amount not to exceed the portion, if any, of the Restricted Debt Payment Amount on the relevant date of determination that the Borrower elects to apply pursuant to this clause (iii), plus (B) the Available Equity Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment plus (C) the Available Excluded Contribution Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment; (no) Investments (including in Joint Ventures, but excluding in any Unrestricted Subsidiaries or Holdings (in each case unless permitted pursuant to another clause of this Section 6.04)) in connection with any Permitted Reorganization, IPO Reorganization Transaction or any Tax Restructuring and, in each case, transactions relating thereto or contemplated thereby; (p) loans and advances of payroll payments or other advances of salaries or compensation to employees Company Persons in the ordinary course of businessbusiness and Investments in connection with any deferred compensation plan or arrangement for any Company Person (including any Investments made to comply with the requirements of Section 8a of the German Old Age Employees Act (Altersteilzeitgesetz) or Section 7e of the Fourth Book of the German Social Code (Sozialgesetzbuch IV)); (oq) Investments and other acquisitions to the extent that payment for such Investments or other acquisitions is made with Equity Interests of any Parent Entity or Qualified Equity Interests of the Borrower (or any direct or indirect parent thereof)Group Member; (pr) (i) Investments of a Subsidiary Group Member acquired after the Closing Date or of a Person merged or consolidated with the Borrower or any Subsidiary other Group Member in accordance with this Section 7.04 and Section 7.03 after the Closing Date or that otherwise becomes a Subsidiary (provided that if such Investment is made under Section 7.04(h), existing Investments in subsidiaries of such Subsidiary or Person shall comply with the requirements of Section 7.04(h)) 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; (q) receivables owing to the Borrower or any Restricted Subsidiary, if created or acquired in the ordinary course of business; (r) Investments (A) for utilities, security deposits, leases and similar prepaid expenses incurred in the ordinary course of business and (B) trade accounts created, or prepaid expenses accrued, in the ordinary course of business; (s) non-cash Investments in connection with tax planning and reorganization activities; provided that after giving effect to any such activities, the security interests of the Lenders in the Collateral, taken as a whole, would not be materially impaired; (t) additional Investments so long as at the time of any such Investment and after giving effect thereto, the Payment Conditions are met; (u) Investments consisting of Indebtedness, Liens, fundamental changes, Dispositions and Restricted Payments permitted (other than by reference to this Section 7.04(v)) under Sections 7.01, 7.02, 7.03, 7.05 and 7.07, respectively; (v) contributions to a “rabbi” trust for the benefit of employees, directors, consultants, independent contractors or other service providers or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Borrower; (w) to the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases, acquisitions, licenses or leases of other assets, Intellectual Property, or other rights, in each case in the ordinary course of business; (x) any Investment in any Subsidiary or any joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business; (y) Investments by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”; (z) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Qualified Securitization Facility or any repurchase obligation in connection therewith, including, without limitation, Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Securitization Facilities or any related Indebtedness; (aa) Investments in the ordinary course of business in connection with Settlements; (bb) Investments arising as a result of sale-leaseback transactions; and (cc) Investments in joint ventures and Unrestricted Subsidiaries in an aggregate principal amount outstanding at any time not to exceed the greater of $200,000,000 and 20.0% of Consolidated EBITDA for the most recently ended Test Period as of such time.Section

Investments, Loans, Advances, Guarantees and Acquisitions. The Neither Holdings, any Intermediate Holdings nor any Borrower will, nor will not, and will not they permit any Restricted Subsidiary or Intermediate Holdings to, make or hold any Investment, except: (a) Permitted Investments at the time such Permitted Investment is made and purchases of assets in the ordinary course of business consistent with past practicemade; (b) loans, loans or advances and other credit extensions to officers, members of the Board of Directors directors and employees of Holdings, the Borrower Borrowers and its the Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation (including moving expenses and costs of replacement homes), business machines or supplies, automobiles and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower in Holdings (or any direct or indirect parent thereof) (provided that the amount of such loans and advances made in cash to such Person shall be contributed to the Holdings or a 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 at the time of incurrence thereof and after giving Pro Forma Effect thereto, in an the aggregate principal amount outstanding under in reliance on this clause (iii) at any time shall not to exceed the $5.0 millionthe greater of $100,000,000 45.0 million and 10.0% of Consolidated EBITDA for the most recently ended Test Period as of such time; (c) Investments by the Holdings, any Intermediate Holdings, any Borrower in any Restricted Subsidiary and Investments by or any Restricted Subsidiary in any of the Holdings, any Intermediate Holdings, any Borrower or any other Restricted Subsidiary; provided that, in the case of any Investment by a Loan Party in a Restricted Subsidiary that is not a Loan Party, no Event of Default shall have occurred and be continuing or would result therefrom; (d) Investments consisting of (i) extensions of trade credit and accommodation guarantees prepayments to suppliers in the ordinary course of business and (ii) loans and advances to customers; provided that the aggregate principal amount of such loans and advances outstanding under this clause (ii) at any time shall not exceed the greater of $25,000,000 and 2.5% of Consolidated EBITDA for the most recently ended Test Period as of such timebusiness; (e) Investments consisting of extensions of trade credit in the ordinary course of business; (f) Investments (i) existing or contemplated on the Closing Date date hereof and set forth on Schedule 7.04(e6.04(f) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) Investments existing on the Closing Date date hereof by the Holdings, any Borrower or any Restricted Subsidiary in the Holdings, any Borrower or any Restricted Subsidiary and any modification, renewal or extension thereof; provided that the amount of the original Investment is not increased except by the terms of such Investment to the extent as set forth on Schedule 7.04(e6.04(f) or as otherwise permitted by this Section 7.046.04; (fg) Investments in Swap Agreements incurred in the ordinary course of business and not for speculative purposespermitted under Section 6.01; (gh) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.056.05; (hi) Permitted Acquisitions; (ij) the Transactions; (jk) Investments 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 in the ordinary course of businessconsistent with past practices; (kl) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers customers, from financially troubled account debtors 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; (im) loans and advances to the Borrower Holdings (or any direct or indirect parent thereof) (x) or any Intermediate Holdings 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 to the extent permitted to be made to the Borrower Holdings (or such parent) or such Intermediate Holdings in accordance with Section 7.07(a) and (y) to the extent the proceeds thereof are contributed or loaned or advanced to another Restricted Subsidiary and (ii) Investments or Guarantees with respect to any direct or indirect parent of the Borrower that could otherwise be made as a Restricted Payment under Section 7.07, so long as the amount of such Investment or Guarantee is deducted from the amount available to be made as a Restricted Payment under the applicable clause of Section 7.076.08(a); (mn) additional other Investments and other acquisitions; provided that at the time any such Investment or other acquisition is made, the aggregate outstanding amount of such Investment or acquisition all Investments made in reliance on this clause (m), n) together with the aggregate amount of all consideration paid in connection with all other Investments and acquisitions made in reliance on this clause (mn) (including the aggregate principal amount of all Indebtedness assumed in connection with any such other Investment or acquisition previously made under this clause (m)acquisition), shall not exceed the sum of (A) the greater of $500,000,000 135.0 million and 50.045.0% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Investment or other acquisition, plus (B) so long as immediately after giving effect to any such Investment no Event of Default under Section 7.01(a), (b), (h) or (i) has occurred and is continuing, the Available Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment, plus (C) the Available Equity Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment; (no) Holdings, Intermediate Holdings and its Subsidiaries may undertake or consummate any IPO Reorganization Transaction and transactions relating thereto or contemplated thereby. (p) advances of payroll payments to employees in the ordinary course of business; (oq) Investments and other acquisitions to the extent that payment for such Investments is made with Qualified Equity Interests (excluding Cure Amounts) of the Borrower Holdings (or any direct or indirect parent thereofthereof or the IPO Entity); provided that (i) such amounts used pursuant to this clause (q) shall not increase the Available Equity Amount or be applied to increase any other basket hereunder and (ii) any amounts used for such an Investment or other acquisition that are not Qualified Equity Interests of Holdings (or any direct or indirect parent thereof or the IPO Entity) shall otherwise be permitted pursuant to this Section 6.04; (pr) Investments of a Subsidiary acquired after the Closing Effective Date or of a Person merged or consolidated with any Subsidiary in accordance with this Section 7.04 and Section 7.03 6.03 after the Closing Effective Date or that otherwise becomes a Subsidiary (provided that if such Investment is made under Section 7.04(h), existing Investments in subsidiaries of such Subsidiary or Person shall comply with the requirements of Section 7.04(h)) 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; (q) receivables owing to the Borrower or any Restricted Subsidiary, if created or acquired in the ordinary course of business; (r) Investments (A) for utilities, security deposits, leases and similar prepaid expenses incurred in the ordinary course of business and (B) trade accounts created, or prepaid expenses accrued, in the ordinary course of business; (s) non-cash Investments in connection with tax planning and reorganization activities; provided that after giving effect to any such activities, the security interests of the Lenders in the Collateral, taken as a whole, would not be materially impaired; (t) additional Investments so long as at the time of any such Investment and after giving effect thereto, the Payment Conditions are met; (u) Investments consisting of Liens, Indebtedness, Liens, fundamental changes, Dispositions and Restricted Payments permitted (other than by reference to this Section 7.04(v6.04(t)) under Sections 7.01Section 6.01, 7.026.02, 7.036.03, 7.05 6.05 and 7.076.08, respectively, in each case, other than by reference to this Section 6.04(t); (u) additional Investments; provided that after giving effect to such Investment on a Pro Forma Basis, (A) the Total Leverage Ratio is less than or equal to 5.25 to 1.0 and (B) there is no continuing Event of Default; (v) contributions to a “rabbi” trust for the benefit of employees, directors, consultants, independent contractors or other service providers or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Holdings or a Borrower; (w) to the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases, acquisitions, licenses or leases of other assets, Intellectual Property, or other rights, in each case in the ordinary course of business; (x) any Investment in any Subsidiary or any joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business; (y) Investments by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”; (y) any Investment in a Similar Business; provided that at the time any such Investment is made, the aggregate outstanding amount of all Investments made in reliance on this clause (z) Investments in or relating to a Securitization Subsidiary that, in together with the good faith determination aggregate amount of the Borrower are necessary or advisable to effect any Qualified Securitization Facility or any repurchase obligation in connection therewith, including, without limitation, Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Securitization Facilities or any related Indebtedness; (aa) Investments in the ordinary course of business all consideration paid in connection with Settlements; all other acquisitions made in reliance on this clause (bb) Investments arising as a result of sale-leaseback transactions; and (cc) Investments in joint ventures and Unrestricted Subsidiaries in an aggregate principal amount outstanding at any time y), shall not to exceed the greater of (A) $200,000,000 80.0 million and 20.0(B) 25% of Consolidated EBITDA for the most recently ended Test Period as after giving Pro Forma Effect to the making of such timeInvestment; (z) Investments in Unrestricted Subsidiaries; provided that at the time any such Investment is made, the aggregate outstanding amount of all Investments made in reliance on this clause (aa) together with the aggregate amount of all consideration paid in connection with all other acquisitions made in reliance on this clause (z), shall not exceed the greater of (A) $40.0 million and (B) 12.5% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Investment; and (aa) Investments in Subsidiaries in the form of receivables and related assets required in connection with a Permitted Receivables Financing (including the contribution or lending of cash and cash equivalents to Subsidiaries to finance the purchase of such assets from Holdings, a Borrower or other Restricted Subsidiaries or to otherwise fund required reserves). For purposes of determining compliance with this Section 6.04, in the event that a proposed Investment (or portion thereof) meets the criteria of clauses (a) through (aa) above, the Borrowers will be entitled to classify or later reclassify (based on circumstances existing on the date of such reclassification) such Investment (or portion thereof) between such clauses (a) through (aa), in a manner that otherwise complies with this Section 6.04.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will not, and will not permit any Restricted Subsidiary to, make or hold any Investment, except: (a) Permitted Investments at the time such Permitted Investment is made and purchases of assets assets, in the ordinary course of business consistent with past practice; (b) loans, advances and other credit extensions to officers, members of the Board of Directors and employees of the Borrower and its Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation (including moving expenses and costs of replacement homes), business machines or supplies, automobiles and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower (or any direct or indirect parent thereof) (provided that 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 under this clause (iii) at any time not to exceed the greater of $100,000,000 and 10.0% of Consolidated EBITDA for the most recently ended Test Period as of such time40,000,000; (c) Investments by the Borrower in any Restricted Subsidiary and Investments by any Restricted Subsidiary in any of the Borrower or any other Restricted Subsidiary; provided that, in the case of any Investment by a Loan Party in a Restricted Subsidiary that is not a Loan Party, (i) no Event of Default shall have occurred and be continuing or would result therefromtherefrom and (ii) the aggregate principal amount of such Investments outstanding at any time shall not exceed the greater of $50,000,000 and 40% of Consolidated EBITDA for the most recently ended Test Period as of such time; (d) Investments consisting of (i) extensions of trade credit and accommodation guarantees in the ordinary course of business and (ii) loans and advances to customers; provided that the aggregate principal amount of such loans and advances outstanding under this clause (ii) at any time shall not exceed the greater of $25,000,000 and 2.5% of Consolidated EBITDA for the most recently ended Test Period as of such time10,000,000; (e) Investments (i) existing or contemplated on the Closing Effective Date and set forth on Schedule 7.04(e6.04(e) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) Investments existing on the Closing Effective Date by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary and any modification, renewal or extension thereof; provided that the amount of the original Investment is not increased except by the terms of such Investment to the extent as set forth on Schedule 7.04(e6.04(e) or as otherwise permitted by this Section 7.046.04; (f) Investments in Swap Agreements incurred in the ordinary course of business and not for speculative purposes; (g) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.056.05; (h) Permitted Acquisitions; (i) the Transactions; (j) Investments 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 in the ordinary course of business; (k) Investments (including debt obligations and Equity Interests) received in connection with the 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; (il) loans and advances to the Borrower (or any direct or indirect parent thereof) (x) 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 to the extent permitted to be made to the Borrower (or such parent) in accordance with Section 7.07(a6.07(a) and (y) to the extent the proceeds thereof are contributed or loaned or advanced to another any Restricted Subsidiary and (ii) Investments or Guarantees with respect to any direct or indirect parent of the Borrower that could otherwise be made as a Restricted Payment under Section 7.07, so long as the amount of such Investment or Guarantee is deducted from the amount available to be made as a Restricted Payment under the applicable clause of Section 7.07Subsidiary; (m) additional Investments and other acquisitions; provided that at the time any such Investment or other acquisition is made, the aggregate outstanding amount of such Investment or acquisition made in reliance on this clause (m), together with the aggregate amount of all consideration paid in connection with all other Investments and acquisitions made in reliance on this clause (m) (including the aggregate principal amount of all Indebtedness assumed in connection with any such other Investment or acquisition previously made under this clause (m)), shall not exceed the sum of (A) the greater of $500,000,000 50,000,000 and 50.040.0% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Investment or other acquisition, plus (B) the Available Equity Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment; (n) advances of payroll payments to employees in the ordinary course of business; (o) Investments and other acquisitions to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower (or any direct or indirect parent thereof)Borrower; (p) Investments of a Subsidiary acquired after the Closing Effective Date or of a Person merged or consolidated with any Subsidiary in accordance with this Section 7.04 6.04 and Section 7.03 6.03 after the Closing Effective Date or that otherwise becomes a Subsidiary (provided that if such Investment is made under Section 7.04(h6.04(h), existing Investments in subsidiaries of such Subsidiary or Person shall comply with the requirements of Section 7.04(h6.04(h)) 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; (q) receivables owing to the Borrower or any Restricted Subsidiary, if created or acquired in the ordinary course of business; (r) Investments (A) for utilities, security deposits, leases and similar prepaid expenses incurred in the ordinary course of business and (B) trade accounts created, or prepaid expenses accrued, in the ordinary course of business; (s) non-cash Investments in connection with tax planning and reorganization activities; provided that after giving effect to any such activities, the security interests of the Lenders in the Collateral, taken as a whole, would not be materially impaired; (t) additional Investments so long as at the time of any such Investment and after giving effect thereto, (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (ii) on a Pro Forma Basis, the Payment Conditions are metTotal Net Leverage Ratio is no greater than 3.50 to 1.00; (u) Investments consisting of Indebtedness, Liens, fundamental changes, Dispositions and Restricted Payments permitted (other than by reference to this Section 7.04(v6.04(u)) under Sections 7.016.01, 7.026.02, 7.036.03, 7.05 6.05 and 7.076.07, respectively; (v) contributions to a “rabbi” trust for the benefit of employees, directors, consultants, independent contractors or other service providers or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Borrower; (w) to the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases, acquisitions, licenses or leases of other assets, Intellectual Property, or other rights, in each case in the ordinary course of business; (x) any Investment in any Subsidiary or any joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business; (y) Investments by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”; (z) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Qualified Securitization Facility or any repurchase obligation in connection therewith, including, without limitation, including Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Securitization Facilities or any related Indebtedness; (aa) Investments in the ordinary course of business in connection with Settlements; (bb) Investments arising as a result of sale-leaseback transactions; and (cc) Investments in joint ventures and Unrestricted Subsidiaries that are not Guarantors in an aggregate principal amount outstanding at any time not to exceed the greater of $200,000,000 75,000,000 and 20.0% of Consolidated EBITDA for the most recently ended Test Period as of such time.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will not, and will not permit any Restricted Subsidiary to, make or hold any Investment, except: (a) Permitted Investments at the time such Permitted Investment is made and purchases of assets assets, in the ordinary course of business consistent with past practice; (b) loans, advances and other credit extensions to officers, members of the Board of Directors and employees of the Borrower and its Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation (including moving expenses and costs of replacement homes), business machines or supplies, automobiles and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower (or any direct or indirect parent thereof) (provided that 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 under this clause (iii) at any time not to exceed the greater of $100,000,000 and 10.0% of Consolidated EBITDA for the most recently ended Test Period as of such time40,000,000; (c) Investments by the Borrower in any Restricted Subsidiary and Investments by any Restricted Subsidiary in any of the Borrower or any other Restricted Subsidiary; provided that, in the case of any Investment by a Loan Party in a Restricted Subsidiary that is not a Loan Party, (i) no Event of Default shall have occurred and be continuing or would result therefromtherefrom and (ii) the aggregate principal amount of such Investments outstanding at any time shall not exceed the greater of $134,000,000 and 40% of Consolidated EBITDA for the most recently ended Test Period as of such time; (d) Investments consisting of (i) extensions of trade credit and accommodation guarantees in the ordinary course of business and (ii) loans and advances to customers; provided that the aggregate principal amount of such loans and advances outstanding under this clause (ii) at any time shall not exceed the greater of $25,000,000 and 2.5% of Consolidated EBITDA for the most recently ended Test Period as of such time10,000,000; (e) Investments (i) existing or contemplated on the Closing Effective Date and set forth on Schedule 7.04(e6.04(e) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) Investments existing on the Closing Effective Date by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary and any modification, renewal or extension thereof; provided that the amount of the original Investment is not increased except by the terms of such Investment to the extent as set forth on Schedule 7.04(e6.04(e) or as otherwise permitted by this Section 7.046.04; (f) Investments in Swap Agreements incurred in the ordinary course of business and not for speculative purposes; (g) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.056.05; (h) Permitted Acquisitions; (i) the Transactions; (j) Investments 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 in the ordinary course of business; (k) Investments (including debt obligations and Equity Interests) received in connection with the 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; (il) loans and advances to the Borrower (or any direct or indirect parent thereof) (x) 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 to the extent permitted to be made to the Borrower (or such parent) in accordance with Section 7.07(a6.07(a) and (y) to the extent the proceeds thereof are contributed or loaned or advanced to another any Restricted Subsidiary and (ii) Investments or Guarantees with respect to any direct or indirect parent of the Borrower that could otherwise be made as a Restricted Payment under Section 7.07, so long as the amount of such Investment or Guarantee is deducted from the amount available to be made as a Restricted Payment under the applicable clause of Section 7.07Subsidiary; (m) additional Investments and other acquisitions; provided that at the time any such Investment or other acquisition is made, the aggregate outstanding amount of such Investment or acquisition made in reliance on this clause (m), together with the aggregate amount of all consideration paid in connection with all other Investments and acquisitions made in reliance on this clause (m) (including the aggregate principal amount of all Indebtedness assumed in connection with any such other Investment or acquisition previously made under this clause (m)), shall not exceed the sum of (A) the greater of $500,000,000 251,250,000 and 50.075.0% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Investment or other acquisition, plus (B) the Available Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment; provided that amounts pursuant to clause (b) of the definition of “Available Amount” may only be used to fund an Investment pursuant to this clause (m)(B) to the extent that no Event of Default shall have occurred and be continuing or would result from such Investment, plus (C) the Available Equity Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment; (n) advances of payroll payments to employees in the ordinary course of business; (o) Investments and other acquisitions to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower (or any direct or indirect parent thereof)Borrower; (p) Investments of a Subsidiary acquired after the Closing Effective Date or of a Person merged or consolidated with any Subsidiary in accordance with this Section 7.04 6.04 and Section 7.03 6.03 after the Closing Effective Date or that otherwise becomes a Subsidiary (provided that if such Investment is made under Section 7.04(h6.04(h), existing Investments in subsidiaries of such Subsidiary or Person shall comply with the requirements of Section 7.04(h6.04(h)) 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; (q) receivables owing to the Borrower or any Restricted Subsidiary, if created or acquired in the ordinary course of business; (r) Investments (A) for utilities, security deposits, leases and similar prepaid expenses incurred in the ordinary course of business and (B) trade accounts created, or prepaid expenses accrued, in the ordinary course of business; (s) non-cash Investments in connection with tax planning and reorganization activities; provided that after giving effect to any such activities, the security interests of the Lenders in the Collateral, taken as a whole, would not be materially impaired; (t) additional Investments so long as at the time of any such Investment and after giving effect thereto, (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (ii) on a Pro Forma Basis, the Payment Conditions are metTotal Net Leverage Ratio is no greater than 4.00 to 1.00; (u) Investments consisting of Indebtedness, Liens, fundamental changes, Dispositions and Restricted Payments permitted (other than by reference to this Section 7.04(v6.04(u)) under Sections 7.016.01, 7.026.02, 7.036.03, 7.05 6.05 and 7.076.07, respectively; (v) contributions to a “rabbi” trust for the benefit of employees, directors, consultants, independent contractors or other service providers or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Borrower; (w) to the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases, acquisitions, licenses or leases of other assets, Intellectual Property, or other rights, in each case in the ordinary course of business; (x) any Investment in any Subsidiary or any joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business; (y) Investments by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”; (z) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Qualified Securitization Facility or any repurchase obligation in connection therewith, including, without limitation, including Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Securitization Facilities or any related Indebtedness; (aa) Investments in the ordinary course of business in connection with Settlements; (bb) Investments arising as a result of sale-leaseback transactions; and (cc) Investments in joint ventures and Unrestricted Subsidiaries that are not Subsidiary Loan Parties in an aggregate principal amount outstanding at any time not to exceed the greater of $200,000,000 67,000,000 and 20.0% of Consolidated EBITDA for the most recently ended Test Period as of such time.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower Holdings will not, and nor will not it permit any Restricted Subsidiary to, make or hold any Investment, except: (a) Permitted Investments at the time such Permitted Investment is made and purchases of assets in the ordinary course of business consistent with past practice[reserved]; (b) loansInvestments in cash and Cash Equivalents at the time such Investment in Cash Equivalent is made; (c) loans or advances to present or former officers, advances and other credit extensions to officersdirectors, managers, members of the Board of Directors management, consultants, independent contractors and employees of Holdings, any Parent Entity and the Borrower and its Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation (including moving expenses and costs of replacement homes), business machines or supplies, automobiles and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower in Holdings (or any direct or indirect parent thereofParent Entity) (provided that the amount of such loans and advances made in cash to such Person shall be contributed to the Borrower Holdings or any Restricted Subsidiary in cash as common equity or Qualified Equity Interests) and (iii) for purposes not described in the foregoing clauses (i) and (ii); provided that at the time of incurrence thereof and after giving Pro Forma Effect thereto, in an the aggregate principal amount outstanding under in reliance on this clause (iii) shall not exceed $10,000,000 at any time time; (d) Investments by Holdings or any Restricted Subsidiary in Holdings or any Restricted Subsidiary; provided that Investments made by any Loan Party in any Restricted Subsidiary that is not to a Loan Party shall not exceed the greater of $100,000,000 150,000,000 and 10.065.0% of Consolidated EBITDA for the most recently ended Test Period as of such time; (c) Investments by the Borrower in any Restricted Subsidiary and Investments by any Restricted Subsidiary in any of the Borrower or any other Restricted Subsidiary; provided that, in the case of any Investment by a Loan Party in a Restricted Subsidiary that is not a Loan Party, no Event of Default shall have occurred and be continuing or would result therefrom; (d) Investments consisting of (i) extensions of trade credit and accommodation guarantees in the ordinary course of business and (ii) loans and advances to customers; provided that the aggregate principal amount of such loans and advances outstanding under this clause (ii) at any time shall not exceed the greater of $25,000,000 and 2.5% of Consolidated EBITDA for the most recently ended Test Period as of such timePeriod; (e) Investments consisting of deposits, prepayments and/or other credits to suppliers in the ordinary course of business; (if) Investments consisting of extensions of trade credit in the ordinary course of business; (g) Investments existing or contemplated on the Closing Date date hereof and set forth on Schedule 7.04(e6.04(g) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) Investments existing on the Closing Date by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary and any modification, renewal or extension thereof; provided that the amount of the original Investment is not increased except by the terms of such Investment to the extent as set forth on Schedule 7.04(e6.04(g) or as otherwise permitted by this Section 7.046.04; (fh) Investments in Swap Agreements incurred in the ordinary course of business and not for speculative purposespermitted under Section 6.01; (gi) promissory notes and other non-cash consideration Investments received in connection with Dispositions permitted by Section 7.056.05; (hj) Permitted Acquisitions; (ik) obligations with respect to Guarantees provided by Holdings or any Restricted Subsidiary in respect of leases (other than Capitalized Leases) or of other obligations that do not constitute Indebtedness, in each case entered into in the Transactionsordinary course of business or consistent with past practices; (jl) Investments 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 in the ordinary course of businessconsistent with past practices; (km) Investments (including debt obligations and Equity Interests) (i) received in connection with the bankruptcy or reorganization of suppliers and customers customers, from financially troubled account debtors 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, (ii) in satisfaction of judgments against other Persons, (iii) as a result of a foreclosure by Holdings or any Restricted Subsidiary with respect to any secured Investment or other transfer of title with respect to any secured Investment in default and (iv) as a result of the settlement, compromise or resolution of (a) litigation, arbitration or other disputes or (b) obligations of trade creditors or customers that were incurred in the ordinary course of business or consistent with industry practice of the Borrower or any Restricted Subsidiary, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer; (in) loans and advances to the Borrower (or any direct or indirect parent thereof) (x) Parent Entity in lieu of, and not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments Payments; in respect thereof), Restricted Payments to the extent permitted to be made to the Borrower (or such parent) Parent Entity in accordance with Section 7.07(a) and (y) to the extent the proceeds thereof are contributed 6.08(a); provided that any such loan or loaned or advanced to another Restricted Subsidiary and (ii) Investments or Guarantees with respect to any direct or indirect parent of the Borrower that could otherwise be made as a Restricted Payment under Section 7.07, so long as advance shall reduce the amount of such Investment or Guarantee is deducted from applicable Restricted Payments thereafter permitted under Section 6.08(a) by a corresponding amount; provided, further, that any conditions to the amount available to be made as a making of such Restricted Payment under (including the applicable clause absence of Section 7.07an Event of Default or compliance with a financial ratio) shall be satisfied; (mo) additional Investments and other acquisitions; provided that at the time any such Investment or other acquisition is made, the aggregate outstanding amount of such Investment or acquisition made in reliance on this clause (mo), together with (including the aggregate outstanding amount of all consideration paid in connection with all other Investments and acquisitions made in reliance on this clause (m) (including o), whether in the aggregate principal amount form of all Indebtedness assumed in connection with any such other Investment or acquisition previously made under this clause (m)otherwise), shall not exceed the sum of (A) the greater of $500,000,000 100,000,000 and 50.045.0% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Investment or other acquisitionPeriod, plus (B) the Available Equity Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment; Investment so long as, with respect to this clause (nB), (x) advances no Event of payroll payments Default has occurred and is continuing (or would occur after giving Pro Forma Effect to employees in such action) and (y) where such Investment is funded from the ordinary course of business; (o) Investments and other acquisitions to the extent that payment for such Investments is made with Qualified Equity Interests of Growth Amount, the Borrower is in compliance with the Financial Covenants (or any direct or indirect parent thereofdetermined on a Pro Forma Basis); (p) Investments of a Subsidiary acquired after the Closing Date or of a Person merged or consolidated with any Subsidiary in accordance with this Section 7.04 and Section 7.03 after the Closing Date or that otherwise becomes a Subsidiary (provided that if such Investment is made under Section 7.04(h), existing Investments in subsidiaries of such Subsidiary or Person shall comply with the requirements of Section 7.04(h)) 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; (q) receivables owing to the Borrower or any Restricted Subsidiary, if created or acquired in the ordinary course of business; (r) Investments (A) for utilities, security deposits, leases and similar prepaid expenses incurred in the ordinary course of business and (B) trade accounts created, or prepaid expenses accrued, in the ordinary course of business; (s) non-cash Investments in connection with tax planning and reorganization activitiesinternal entity rationalization activities after the Closing Date; provided that after giving effect to any such activities, the security interests of the Lenders in the Collateral, taken as a whole, would not be materially impaired; (q) advances of payroll payments to employees in the ordinary course of business; (r) Investments and other acquisitions to the extent that payment for such Investments is made with Qualified Equity Interests of Holdings (or any direct or indirect Parent Entity thereof); provided that such amounts used pursuant to this clause (r) shall not increase the Available Amount; (i) Investments of a Restricted Subsidiary acquired after the Closing Date or of a Person merged or consolidated with Holdings or any Restricted Subsidiary in accordance with this Section and Section 6.03 after the Closing Date; provided that any acquisition of any Restricted Subsidiary that is not a Loan Party shall not exceed, together with Permitted Acquisitions of Restricted Subsidiaries that are not Loan Parties pursuant to Section 6.04(j), the Non-Loan Party Acquisition Sublimit and (ii) Investments of an Unrestricted Subsidiary prior to the date on which such Unrestricted Subsidiary is designated a “Restricted Subsidiary,” in each case, to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation or such designation and were in existence on the date of such acquisition, merger or consolidation or such designation; (t) additional Investments so long as at advances to customers of Holdings or the time Restricted Subsidiaries to finance the construction of any facilities for such Investment and after giving effect thereto, customers which will use products supplied by Holdings or the Payment Conditions are metRestricted Subsidiaries in the ordinary course of business or consistent with past practice; (u) Investments consisting of Indebtedness, Liens, fundamental changes, Dispositions and Restricted Payments permitted (other than by reference to this Section 7.04(v6.04(u)) under Sections 7.01Section 6.01, 7.026.02, 7.036.03 (other than clause (g) or (j) thereof), 7.05 6.05 (other than clause (e) thereof) and 7.076.08, respectively; (v) additional unlimited Investments; provided that after giving effect to such Investment on a Pro Forma Basis, the Total Net Leverage Ratio is less than or equal to 3.00:1.00 as of the end of the most recently ended Test Period as of such time, so long as no Event of Default has occurred and is continuing (or would occur after giving Pro Forma Effect to such Investment); (w) contributions to a “rabbi” trust for the benefit of employees, directors, consultants, independent contractors or other service providers of Holdings (or any Parent Entity) or any Restricted Subsidiary or other grantor trust subject to claims of creditors in the case of a bankruptcy of Holdings or the Borrower; (wx) to the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases, acquisitions, licenses licenses, sublicenses, leases or leases subleases of other assets, Intellectual Propertyintellectual property, or other rights, in each case in the ordinary course of business; (x) any Investment in any Subsidiary or any joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business; (y) Investments by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”[reserved]; (z) Investments in or relating advances to a Securitization Subsidiary thatsubcontractors, in the good faith determination suppliers and vendors of the Borrower are necessary Loan Parties or advisable to effect any Qualified Securitization Facility or any repurchase obligation in connection therewith, including, without limitation, Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Securitization Facilities or any related Indebtedness; (aa) Investments their respective Subsidiaries made in the ordinary course of business in connection or consistent with Settlementspast practice; (bb) Investments arising as a result of sale-leaseback transactions; and (ccaa) Investments in joint ventures and Unrestricted Subsidiaries in an aggregate principal amount outstanding at any time not to exceed the greater of $200,000,000 75,000,000 and 20.035.0% of Consolidated EBITDA for the most recently ended Test Period as Period; (bb) obligations with respect to Guarantees provided by Holdings or any Restricted Subsidiary in respect of such timeIndebtedness permitted under Section 6.01 and any performance guarantees; and (cc) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent that the same are permitted to remain unfunded under applicable Requirements of Law, Notwithstanding the foregoing, all Investments in the form of loans made to any Loan Party by Holdings or any of its Subsidiaries (or by any holder of Equity Interests in Holdings or any of its Subsidiaries) shall in each case be subordinated to the Secured Obligations on terms reasonably satisfactory to the Administrative Agents.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will not, and nor will not the Borrower permit any Restricted Subsidiary to, make or hold any Investment, except: (a) Permitted Investments at the time such Permitted Investment is made and purchases of assets in the ordinary course of business consistent with past practicecash; (b) loans, advances and investments constituting the purchase or other credit extensions to officers, members acquisition (in one transaction or a series of related transactions) of all or substantially all of the Board property and assets or business of Directors and employees any Person or of assets constituting a business unit, a line of business or division of such Person, or the Equity Interests in a Person that, upon the consummation thereof, will be a Restricted Subsidiary if, after giving effect thereto on a Pro Forma Basis, the Borrower would be in compliance with Sections 6.12 and its Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation (including moving expenses and costs of replacement homes), business machines or supplies, automobiles and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower (or any direct or indirect parent thereof) (6.13; provided that the aggregate amount of cash consideration paid in respect of such investments (including in the form of loans and or advances made in cash to Restricted Subsidiaries that are not Loan Parties) by Loan Parties involving the acquisition of Restricted Subsidiaries that do not become Loan Parties shall not, at the time such Person shall investment is made and after giving effect thereto, cause the Non-Guarantor Investment Basket to be contributed exceeded (except, for the avoidance of doubt, to the Borrower extent of the available amount under any other basket or ratio incurrence test in cash as common equity or Qualified Equity Interests) and (iii) for purposes not described in another clause of this Section 6.04 which is utilized to permit such investment); provided that, to the foregoing clauses (i) and (ii)extent such Restricted Subsidiaries do become Loan Parties, in an the aggregate principal amount outstanding under in reliance on this clause (iiib) at any time not to exceed shall be reduced by the greater of $100,000,000 and 10.0% of Consolidated EBITDA for the most recently ended Test Period as of such timeamount initially utilized; (c) Investments by the Borrower in any Restricted Subsidiary and Investments by any Restricted Subsidiary in any of the Borrower or any other Restricted Subsidiary; provided that, in the case of any Investment by a Loan Party in a Restricted Subsidiary that is not a Loan Party, no Event of Default shall have occurred and be continuing or would result therefrom[reserved]; (d) Investments consisting of existing on the Effective Date or the Distribution Date (i) extensions of trade credit and accommodation guarantees or in the ordinary course case of business replacement guarantees to be provided by the Borrower in lieu of previously existing Arconic parent guarantees or any novation to the Borrower of existing Investments of Arconic, within 90 days after the Distribution Date (or such longer period as may be reasonably agreed by the Administrative Agent)) and (ii) loans and advances to customers; provided that the extent having a principal amount in excess of $5,000,000 individually or $10,000,000 in the aggregate principal amount of such loans and advances outstanding under this clause (ii) at any time shall not exceed or arising after the greater of $25,000,000 and 2.5% of Consolidated EBITDA for the most recently ended Test Period as of such time; (e) Investments (i) existing or contemplated on the Closing Effective Date and on or before the Distribution Date (and identified as such) (in each case, other than with respect to intercompany Investments) set forth on Schedule 7.04(e) 6.04 and any modification, replacement, renewal, reinvestment or extension thereof (including any capitalization of intercompany loans to equity); (e) Investments by the Borrower and the Restricted Subsidiaries in Equity Interests of their respective Restricted Subsidiaries; provided that (i) any such Equity Interests held by a Loan Party in any other Loan Party shall be pledged to the extent required by the definition of the term “Collateral and Guarantee Requirement” and (ii) Investments existing on the Closing Date by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary and any modification, renewal or extension thereof; provided that the amount of the original Investment is not increased except by the terms of such Investment to the extent as set forth on Schedule 7.04(e) or as otherwise permitted by this Section 7.04; (f) Investments in Swap Agreements incurred in the ordinary course of business and not for speculative purposes; (g) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (h) Permitted Acquisitions; (i) the Transactions; (j) Investments 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 in the ordinary course of business; (k) Investments (including debt obligations and Equity Interests) received in connection with the 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; (i) loans and advances to the Borrower (or any direct or indirect parent thereof) (x) 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 to the extent permitted to be made to the Borrower (or such parent) in accordance with Section 7.07(a) and (y) to the extent the proceeds thereof are contributed or loaned or advanced to another Restricted Subsidiary and (ii) Investments or Guarantees with respect to any direct or indirect parent of the Borrower that could otherwise be made as a Restricted Payment under Section 7.07, so long as the amount of such Investment or Guarantee is deducted from the amount available to be made as a Restricted Payment under the applicable clause of Section 7.07; (m) additional Investments and other acquisitions; provided that at the time any such Investment or other acquisition is made, the aggregate outstanding amount of such Investment or acquisition made in reliance on this clause (m), together with the aggregate amount of all consideration paid in connection with all other Investments and acquisitions made in reliance on this clause (m) (including the aggregate principal amount of all Indebtedness assumed in connection with any such other Investment or acquisition previously made under this clause (m)), shall not exceed the sum of (A) the greater of $500,000,000 and 50.0% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Investment or other acquisition, plus (B) the Available Equity Amount by any Loan Party in any Restricted Subsidiary that is Not Otherwise Applied as in effect immediately prior to not a Loan Party shall not, at the time of making of such Investment; (n) advances of payroll payments to employees in the ordinary course of business; (o) Investments and other acquisitions to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower (or any direct or indirect parent thereof); (p) Investments of a Subsidiary acquired after the Closing Date or of a Person merged or consolidated with any Subsidiary in accordance with this Section 7.04 and Section 7.03 after the Closing Date or that otherwise becomes a Subsidiary (provided that if such Investment is made under Section 7.04(h), existing Investments in subsidiaries of such Subsidiary or Person shall comply with the requirements of Section 7.04(h)) 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; (q) receivables owing to the Borrower or any Restricted Subsidiary, if created or acquired in the ordinary course of business; (r) Investments (A) for utilities, security deposits, leases and similar prepaid expenses incurred in the ordinary course of business and (B) trade accounts created, or prepaid expenses accrued, in the ordinary course of business; (s) non-cash Investments in connection with tax planning and reorganization activities; provided that after giving effect to any such activities, the security interests of the Lenders in the Collateral, taken as a whole, would not be materially impaired; (t) additional Investments so long as at the time of any such Investment and after giving effect thereto, cause the Payment Conditions are met; Non-Guarantor Investment Basket to be exceeded, provided that if any such investment under this subclause (ii) is made for the purpose of making an investment, loan or advance permitted under clause (u) Investments consisting of Indebtednessthis Section, Liens, fundamental changes, Dispositions and Restricted Payments permitted the amount available under this clause (other than by reference to this Section 7.04(v)e) under Sections 7.01, 7.02, 7.03, 7.05 and 7.07, respectively; (v) contributions to a “rabbi” trust for the benefit of employees, directors, consultants, independent contractors or other service providers or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Borrower; (w) to the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases, acquisitions, licenses or leases of other assets, Intellectual Property, or other rights, in each case in the ordinary course of business; (x) any Investment in any Subsidiary or any joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business; (y) Investments by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”; (z) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Qualified Securitization Facility or any repurchase obligation in connection therewith, including, without limitation, Investments of funds held in accounts permitted or required shall not be reduced by the arrangements governing amount of any such Qualified Securitization Facilities investment, loan or any related Indebtednessadvance which reduces the basket under clause (u) of this Section; (aa) Investments in the ordinary course of business in connection with Settlements; (bb) Investments arising as a result of sale-leaseback transactions; and (cc) Investments in joint ventures and Unrestricted Subsidiaries in an aggregate principal amount outstanding at any time not to exceed the greater of $200,000,000 and 20.0% of Consolidated EBITDA for the most recently ended Test Period as of such time.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will not, and will not permit any Restricted Subsidiary to, make or hold any Investment, except: (a) Permitted Investments at the time such Permitted Investment is made and purchases of assets in the ordinary course of business consistent with past practice; (b) loans, loans or advances and other credit extensions to officers, members of the Board of Directors and employees of Holdings, the Borrower and its Restricted Subsidiaries (i) for reasonable and AMERICAS 107903477 customary business-related travel, entertainment, relocation (including moving expenses and costs of replacement homes), business machines or supplies, automobiles and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower Holdings (or any direct or indirect parent thereof) (provided that the amount of such loans and advances made in cash to such Person shall be immediately contributed to the Borrower in cash as common equity or Qualified Equity InterestsInterests and shall not increase the Available Equity Amount or constitute Cure Amounts) and (iii) for purposes not described in the foregoing clauses (i) and (ii), in an aggregate principal amount outstanding under at any time in reliance on this clause (iii) at any time not to exceed the greater of $100,000,000 9,000,000 and 10.07.5% of Consolidated EBITDA for the most recently ended Test Period as of such time; (c) Investments by the Borrower in any Restricted Subsidiary and Investments by any Restricted Subsidiary in any of the Borrower or any other Restricted Subsidiary; provided that, other than with respect to any such Investment made in the case ordinary course of business, the aggregate outstanding amount of all Investments made pursuant to this Section 6.04(c) in any Investment by a Loan Party in a Restricted Subsidiary that is not a Loan Party, no Event Party shall not exceed an aggregate amount equal to the greater of Default shall have occurred $90,000,000 and be continuing or would result therefrom75% of Consolidated EBITDA for the most recently ended Test Period after giving effect to such Investment; (d) Investments consisting of (i) extensions of trade credit and accommodation guarantees in the ordinary course of business and (ii) loans and advances to customers; provided that the aggregate principal amount of such loans and advances outstanding under this clause (ii) at any time shall not exceed the greater of $25,000,000 and 2.5% of Consolidated EBITDA for the most recently ended Test Period as of such timebusiness; (e) Investments (i) existing or contemplated on the Closing Effective Date and set forth on Schedule 7.04(e) and any modification, replacement, renewal, reinvestment or extension thereof thereof; provided that any Investment in an amount greater than $3,500,000 shall only be permitted if set forth on Schedule 6.04(e) and (ii) Investments existing on the Closing Effective Date by the any Borrower or any Restricted Subsidiary in the any Borrower or any Restricted Subsidiary and any modification, renewal or extension thereof; provided provided, in each case, that the amount of the original Investment as of the Effective Date is not increased except by the terms of such Investment to the extent as extent, in the event such increase is in excess of $3,500,000, set forth on Schedule 7.04(e6.04(e) or as otherwise permitted by this Section 7.046.04; (f) Investments in Swap Agreements incurred in the ordinary course of business and not for speculative purposes; (g) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (h) Permitted Acquisitions; (i) the Transactions; (j) Investments 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 in the ordinary course of business; (k) Investments (including debt obligations and Equity Interests) received in connection with the 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; (i) loans and advances to the Borrower (or any direct or indirect parent thereof) (x) 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 to the extent permitted to be made to the Borrower (or such parent) in accordance with Section 7.07(a) and (y) to the extent the proceeds thereof are contributed or loaned or advanced to another Restricted Subsidiary and (ii) Investments or Guarantees with respect to any direct or indirect parent of the Borrower that could otherwise be made as a Restricted Payment under Section 7.07, so long as the amount of such Investment or Guarantee is deducted from the amount available to be made as a Restricted Payment under the applicable clause of Section 7.07; (m) additional Investments and other acquisitions; provided that at the time any such Investment or other acquisition is made, the aggregate outstanding amount of such Investment or acquisition made in reliance on this clause (m), together with the aggregate amount of all consideration paid in connection with all other Investments and acquisitions made in reliance on this clause (m) (including the aggregate principal amount of all Indebtedness assumed in connection with any such other Investment or acquisition previously made under this clause (m)), shall not exceed the sum of (A) the greater of $500,000,000 and 50.0% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Investment or other acquisition, plus (B) the Available Equity Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment; (n) advances of payroll payments to employees in the ordinary course of business; (o) Investments and other acquisitions to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower (or any direct or indirect parent thereof); (p) Investments of a Subsidiary acquired after the Closing Date or of a Person merged or consolidated with any Subsidiary in accordance with this Section 7.04 and Section 7.03 after the Closing Date or that otherwise becomes a Subsidiary (provided that if such Investment is made under Section 7.04(h), existing Investments in subsidiaries of such Subsidiary or Person shall comply with the requirements of Section 7.04(h)) 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; (q) receivables owing to the Borrower or any Restricted Subsidiary, if created or acquired in the ordinary course of business; (r) Investments (A) for utilities, security deposits, leases and similar prepaid expenses incurred in the ordinary course of business and (B) trade accounts created, or prepaid expenses accrued, in the ordinary course of business; (s) non-cash Investments in connection with tax planning and reorganization activities; provided that after giving effect to any such activities, the security interests of the Lenders in the Collateral, taken as a whole, would not be materially impaired; (t) additional Investments so long as at the time of any such Investment and after giving effect thereto, the Payment Conditions are met; (u) Investments consisting of Indebtedness, Liens, fundamental changes, Dispositions and Restricted Payments permitted (other than by reference to this Section 7.04(v)) under Sections 7.01, 7.02, 7.03, 7.05 and 7.07, respectively; (v) contributions to a “rabbi” trust for the benefit of employees, directors, consultants, independent contractors or other service providers or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Borrower; (w) to the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases, acquisitions, licenses or leases of other assets, Intellectual Property, or other rights, in each case in the ordinary course of business; (x) any Investment in any Subsidiary or any joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business; (y) Investments by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”; (z) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Qualified Securitization Facility or any repurchase obligation in connection therewith, including, without limitation, Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Securitization Facilities or any related Indebtedness; (aa) Investments in the ordinary course of business in connection with Settlements; (bb) Investments arising as a result of sale-leaseback transactions; and (cc) Investments in joint ventures and Unrestricted Subsidiaries in an aggregate principal amount outstanding at any time not to exceed the greater of $200,000,000 and 20.0% of Consolidated EBITDA for the most recently ended Test Period as of such time.

Investments, Loans, Advances, Guarantees and Acquisitions. The Neither Holdings, any Intermediate Holdings nor any Borrower will, nor will not, and will not they permit any Restricted Subsidiary or Intermediate Holdings to, make or hold any Investment, except: (a) Permitted Investments at the time such Permitted Investment is made and purchases of assets in the ordinary course of business consistent with past practicemade; (b) loans, loans or advances and other credit extensions to officers, members of the Board of Directors directors and employees of Holdings, the Borrower Borrowers and its the Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation (including moving expenses and costs of replacement homes), business machines or supplies, automobiles and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower in Holdings (or any direct or indirect parent thereof) (provided that the amount of such loans and advances made in cash to such Person shall be contributed to the Holdings or a 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 at the time of incurrence thereof and after giving Pro Forma Effect thereto, in an the aggregate principal amount outstanding under in reliance on this clause (iii) at any time shall not to exceed the $5.0 millionthe greater of $100,000,000 45.0 million and 10.0% of Consolidated EBITDA for the most recently ended Test Period as of such time; (c) Investments by the Holdings, any Intermediate Holdings, any Borrower in any Restricted Subsidiary and Investments by or any Restricted Subsidiary in any of the Holdings, any Intermediate Holdings, any Borrower or any other Restricted Subsidiary; provided that, in the case of any Investment by a Loan Party in a Restricted Subsidiary that is not a Loan Party, no Event of Default shall have occurred and be continuing or would result therefrom; (d) Investments consisting of (i) extensions of trade credit and accommodation guarantees prepayments to suppliers in the ordinary course of business and (ii) loans and advances to customers; provided that the aggregate principal amount of such loans and advances outstanding under this clause (ii) at any time shall not exceed the greater of $25,000,000 and 2.5% of Consolidated EBITDA for the most recently ended Test Period as of such timebusiness; (e) Investments consisting of extensions of trade credit in the ordinary course of business; (f) Investments (i) existing or contemplated on the Closing Date date hereof and set forth on Schedule 7.04(e6.04(f) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) Investments existing on the Closing Date date hereof by the Holdings, any Borrower or any Restricted Subsidiary in the Holdings, any Borrower or any Restricted Subsidiary and any modification, renewal or extension thereof; provided that the amount of the original Investment is not increased except by the terms of such Investment to the extent as set forth on Schedule 7.04(e6.04(f) or as otherwise permitted by this Section 7.046.04; (fg) Investments in Swap Agreements incurred in the ordinary course of business and not for speculative purposespermitted under Section 6.01; (gh) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.056.05; (hi) Permitted Acquisitions; (ij) the Transactions; (jk) Investments 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 in the ordinary course of businessconsistent with past practices; (kl) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers customers, from financially troubled account debtors 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; (im) loans and advances to the Borrower Holdings (or any direct or indirect parent thereof) (x) or any Intermediate Holdings 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 to the extent permitted to be made to the Borrower Holdings (or such parent) or such Intermediate Holdings in accordance with Section 7.07(a) and (y) to the extent the proceeds thereof are contributed or loaned or advanced to another Restricted Subsidiary and (ii) Investments or Guarantees with respect to any direct or indirect parent of the Borrower that could otherwise be made as a Restricted Payment under Section 7.07, so long as the amount of such Investment or Guarantee is deducted from the amount available to be made as a Restricted Payment under the applicable clause of Section 7.076.08(a); (mn) additional other Investments and other acquisitions; provided that at the time any such Investment or other acquisition is made, the aggregate outstanding amount of such Investment or acquisition all Investments made in reliance on this clause (m), n) together with the aggregate amount of all consideration paid in connection with all other Investments and acquisitions made in reliance on this clause (mn) (including the aggregate principal amount of all Indebtedness assumed in connection with any such other Investment or acquisition previously made under this clause (m)acquisition), shall not exceed the sum of (A) the greater of $500,000,000 135.0 million and 50.045.0% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Investment or other acquisition, plus (B) so long as immediately after giving effect to any such Investment no Event of Default under Section 7.01(a), (b), (h) or (i) has occurred and is continuing, the Available Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment, plus (C) the Available Equity Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment; (no) Holdings, Intermediate Holdings and its Subsidiaries may undertake or consummate any IPO Reorganization Transaction and transactions relating thereto or contemplated thereby. (p) advances of payroll payments to employees in the ordinary course of business; (oq) Investments and other acquisitions to the extent that payment for such Investments is made with Qualified Equity Interests (excluding Cure Amounts) of the Borrower Holdings (or any direct or indirect parent thereofthereof or the IPO Entity); provided that (i) such amounts used pursuant to this clause (q) shall not increase the Available Equity Amount or be applied to increase any other basket hereunder and (ii) any amounts used for such an Investment or other acquisition that are not Qualified Equity Interests of Holdings (or any direct or indirect parent thereof or the IPO Entity) shall otherwise be permitted pursuant to this Section 6.04; (pr) Investments of a Subsidiary acquired after the Closing Effective Date or of a Person merged or consolidated with any Subsidiary in accordance with this Section 7.04 and Section 7.03 6.03 after the Closing Effective Date or that otherwise becomes a Subsidiary (provided that if such Investment is made under Section 7.04(h), existing Investments in subsidiaries of such Subsidiary or Person shall comply with the requirements of Section 7.04(h)) 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; (q) receivables owing to the Borrower or any Restricted Subsidiary, if created or acquired in the ordinary course of business; (r) Investments (A) for utilities, security deposits, leases and similar prepaid expenses incurred in the ordinary course of business and (B) trade accounts created, or prepaid expenses accrued, in the ordinary course of business; (s) non-cash Investments in connection with tax planning and reorganization activities; provided that after giving effect to any such activities, the security interests of the Lenders in the Collateral, taken as a whole, would not be materially impaired; (t) additional Investments so long as at the time of any such Investment and after giving effect thereto, the Payment Conditions are met; (u) Investments consisting of Xxxxx, Indebtedness, Liens, fundamental changes, Dispositions and Restricted Payments permitted (other than by reference to this Section 7.04(v6.04(t)) under Sections 7.01Section 6.01, 7.026.02, 7.036.03, 7.05 6.05 and 7.076.08, respectively, in each case, other than by reference to this Section 6.04(t); (u) additional Investments; provided that after giving effect to such Investment on a Pro Forma Basis, (A) the Total Leverage Ratio is less than or equal to 5.25 to 1.0 and (B) there is no continuing Event of Default; (v) contributions to a “rabbi” trust for the benefit of employees, directors, consultants, independent contractors or other service providers or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Holdings or a Borrower; (w) to the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases, acquisitions, licenses or leases of other assets, Intellectual Property, or other rights, in each case in the ordinary course of business; (x) any Investment in any Subsidiary or any joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business; (y) Investments by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”; (y) any Investment in a Similar Business; provided that at the time any such Investment is made, the aggregate outstanding amount of all Investments made in reliance on this clause (z) Investments in or relating to a Securitization Subsidiary that, in together with the good faith determination aggregate amount of the Borrower are necessary or advisable to effect any Qualified Securitization Facility or any repurchase obligation in connection therewith, including, without limitation, Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Securitization Facilities or any related Indebtedness; (aa) Investments in the ordinary course of business all consideration paid in connection with Settlements; all other acquisitions made in reliance on this clause (bb) Investments arising as a result of sale-leaseback transactions; and (cc) Investments in joint ventures and Unrestricted Subsidiaries in an aggregate principal amount outstanding at any time y), shall not to exceed the greater of (A) $200,000,000 80.0 million and 20.0(B) 25% of Consolidated EBITDA for the most recently ended Test Period as after giving Pro Forma Effect to the making of such timeInvestment; (z) Investments in Unrestricted Subsidiaries; provided that at the time any such Investment is made, the aggregate outstanding amount of all Investments made in reliance on this clause (aa) together with the aggregate amount of all consideration paid in connection with all other acquisitions made in reliance on this clause (z), shall not exceed the greater of (A) $40.0 million and (B) 12.5% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Investment; and (aa) Investments in Subsidiaries in the form of receivables and related assets required in connection with a Permitted Receivables Financing (including the contribution or lending of cash and cash equivalents to Subsidiaries to finance the purchase of such assets from Holdings, a Borrower or other Restricted Subsidiaries or to otherwise fund required reserves). For purposes of determining compliance with this Section 6.04, in the event that a proposed Investment (or portion thereof) meets the criteria of clauses (a) through (aa) above, the Borrowers will be entitled to classify or later reclassify (based on circumstances existing on the date of such reclassification) such Investment (or portion thereof) between such clauses (a) through (aa), in a manner that otherwise complies with this Section 6.04.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will not, and nor will not it permit any of its Restricted Subsidiary Subsidiaries to, make or hold any Investment, except: : (a) Permitted Investments in cash and Investments that are, at the time such Permitted Investment is made and purchases of assets made, Investments in the ordinary course of business consistent with past practice; Cash Equivalents; (b) loansloans or advances to present or former officers, advances and other credit extensions to officersdirectors, managers, members of the Board of Directors management, consultants, independent contractors and employees of any Parent Entity, the Borrower and its the Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation (including moving expenses and costs of replacement homes), business machines or supplies, automobiles and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower in Holdings (or any direct or indirect parent thereofother Parent Entity) (provided that the amount of such loans and advances made in cash to such Person shall be substantially contemporaneously used to purchase such Equity Interests and the proceeds of such loans and advances shall be substantially contemporaneously contributed to the Borrower in cash as common equity or Qualified Equity Interests as consideration for the purchase of such Equity Interests) and (iii) for purposes not described in the foregoing clauses (i) and (ii), in an aggregate principal amount outstanding under this clause (iii) at any time not to exceed the greater of $100,000,000 and 10.0% of Consolidated EBITDA for the most recently ended Test Period as of such time; (c) Investments by the Borrower in any Restricted Subsidiary and Investments by any Restricted Subsidiary in any of the Borrower or any other Restricted Subsidiary; provided that, in the case of any Investment by a Loan Party in a Restricted Subsidiary that is not a Loan Party, no Event of Default shall have occurred and be continuing or would result therefrom; (d) Investments consisting of (i) extensions of trade credit and accommodation guarantees in the ordinary course of business and (ii) loans and advances to customers; provided that the aggregate principal amount of such loans and advances outstanding under this clause (ii) at any time shall not exceed the greater of $25,000,000 and 2.5% of Consolidated EBITDA for the most recently ended Test Period as of such time; (e) Investments (i) existing or contemplated on the Closing Date and set forth on Schedule 7.04(e) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) Investments existing on the Closing Date by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary and any modification, renewal or extension thereof; provided that the amount of the original Investment is not increased except by the terms of such Investment to the extent as set forth on Schedule 7.04(e) or as otherwise permitted by this Section 7.04; (f) Investments in Swap Agreements incurred in the ordinary course of business and not for speculative purposes; (g) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (h) Permitted Acquisitions; (i) the Transactions; (j) Investments 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 in the ordinary course of business; (k) Investments (including debt obligations and Equity Interests) received in connection with the 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; (i) loans and advances to the Borrower (or any direct or indirect parent thereof) (x) 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 to the extent permitted to be made to the Borrower (or such parent) in accordance with Section 7.07(a) and (y) to the extent the proceeds thereof are contributed or loaned or advanced to another Restricted Subsidiary and (ii) Investments or Guarantees with respect to any direct or indirect parent of the Borrower that could otherwise be made as a Restricted Payment under Section 7.07, so long as the amount of such Investment or Guarantee is deducted from the amount available to be made as a Restricted Payment under the applicable clause of Section 7.07; (m) additional Investments and other acquisitions; provided that at the time any such Investment or other acquisition is madeof incurrence thereof and after giving pro forma effect thereto, the aggregate outstanding principal amount of such Investment or acquisition all loans and advances then outstanding and made in reliance on this clause (miii) shall not exceed the greater of (x) $5,000,000 and (y) 7.5% of Consolidated Cash EBITDA for the Test Period most recently ended on or prior to such date of incurrence (measured as of the date such incurrence based upon the financial statements most recently delivered (or required to have been delivered) on or prior to such date pursuant to Section 5.01(a) or(b)); provided further that, together with during the aggregate amount Suspension Period, at the time of all consideration paid in connection with all other Investments incurrence thereof and acquisitions made in reliance on this clause (m) (including after giving pro forma effect thereto, the aggregate principal amount of all Indebtedness assumed loans and advances then outstanding and made in connection with any such other Investment or acquisition previously made under this reliance on clause (mi) or (iii)), in the aggregate, shall not exceed the sum of $2,500,000; (A) the greater of $500,000,000 and 50.0% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Investment or other acquisition, plus (B) the Available Equity Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment; (n) advances of payroll payments to employees in the ordinary course of business; (o) Investments and other acquisitions to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower (or any direct or indirect parent thereofc); (p) Investments of a Subsidiary acquired after the Closing Date or of a Person merged or consolidated with any Subsidiary in accordance with this Section 7.04 and Section 7.03 after the Closing Date or that otherwise becomes a Subsidiary (provided that if such Investment is made under Section 7.04(h), existing Investments in subsidiaries of such Subsidiary or Person shall comply with the requirements of Section 7.04(h)) 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; (q) receivables owing to the Borrower or any Restricted Subsidiary, if created or acquired in the ordinary course of business; (r) Investments (A) for utilities, security deposits, leases and similar prepaid expenses incurred in the ordinary course of business and (B) trade accounts created, or prepaid expenses accrued, in the ordinary course of business; (s) non-cash Investments in connection with tax planning and reorganization activities; provided that after giving effect to any such activities, the security interests of the Lenders in the Collateral, taken as a whole, would not be materially impaired; (t) additional Investments so long as at the time of any such Investment and after giving effect thereto, the Payment Conditions are met; (u) Investments consisting of Indebtedness, Liens, fundamental changes, Dispositions and Restricted Payments permitted (other than by reference to this Section 7.04(v)) under Sections 7.01, 7.02, 7.03, 7.05 and 7.07, respectively; (v) contributions to a “rabbi” trust for the benefit of employees, directors, consultants, independent contractors or other service providers or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Borrower; (w) to the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases, acquisitions, licenses or leases of other assets, Intellectual Property, or other rights, in each case in the ordinary course of business; (x) any Investment in any Subsidiary or any joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business; (y) Investments by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”; (z) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Qualified Securitization Facility or any repurchase obligation in connection therewith, including, without limitation, Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Securitization Facilities or any related Indebtedness; (aa) Investments in the ordinary course of business in connection with Settlements; (bb) Investments arising as a result of sale-leaseback transactions; and (cc) Investments in joint ventures and Unrestricted Subsidiaries in an aggregate principal amount outstanding at any time not to exceed the greater of $200,000,000 and 20.0% of Consolidated EBITDA for the most recently ended Test Period as of such time.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will not, and will not permit any Restricted Subsidiary to, make or hold any Investment, except: (a) Permitted Investments at the time such Permitted Investment is made and purchases of assets in the ordinary course of business consistent with past practice; (b) loans, advances and other credit extensions to officers, members of the Board of Directors and employees of the Borrower and its Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation (including moving expenses and costs of replacement homes), business machines or supplies, automobiles and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower (or any direct or indirect parent thereof) (provided that 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 under this clause (iii) at any time not to exceed the $40,000,000the greater of $100,000,000 and 10.0% of Consolidated EBITDA for the most recently ended Test Period as of such time; (c) Investments by the Borrower in any Restricted Subsidiary and Investments by any Restricted Subsidiary in any of the Borrower or any other Restricted Subsidiary; provided that, in the case of any Investment by a Loan Party in a Restricted Subsidiary that is not a Loan Party, no Event of Default shall have occurred and be continuing or would result therefrom; (d) Investments consisting of (i) extensions of trade credit and accommodation guarantees in the ordinary course of business and (ii) loans and advances to customers; provided that the aggregate principal amount of such loans and advances outstanding under this clause (ii) at any time shall not exceed the $10,000,000the greater of $25,000,000 and 2.5% of Consolidated EBITDA for the most recently ended Test Period as of such time; (e) Investments (i) existing or contemplated on the Closing Date and set forth on Schedule 7.04(e) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) Investments existing on the Closing Date by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary and any modification, renewal or extension thereof; provided that the amount of the original Investment is not increased except by the terms of such Investment to the extent as set forth on Schedule 7.04(e) or as otherwise permitted by this Section 7.04; (f) Investments in Swap Agreements incurred in the ordinary course of business and not for speculative purposes; (g) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (h) Permitted Acquisitions; (i) the Transactions; (j) Investments 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 in the ordinary course of business; (k) Investments (including debt obligations and Equity Interests) received in connection with the 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; (i) loans and advances to the Borrower (or any direct or indirect parent thereof) (x) 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 to the extent permitted to be made to the Borrower (or such parent) in accordance with Section 7.07(a) and (y) to the extent the proceeds thereof are contributed or loaned or advanced to another Restricted Subsidiary and (ii) Investments or Guarantees with respect to any direct or indirect parent of the Borrower that could otherwise be made as a Restricted Payment under Section 7.07, so long as the amount of such Investment or Guarantee is deducted from the amount available to be made as a Restricted Payment under the applicable clause of Section 7.07; (m) additional Investments and other acquisitions; provided that at the time any such Investment or other acquisition is made, the aggregate outstanding amount of such Investment or acquisition made in reliance on this clause (m), together with the aggregate amount of all consideration paid in connection with all other Investments and acquisitions made in reliance on this clause (m) (including the aggregate principal amount of all Indebtedness assumed in connection with any such other Investment or acquisition previously made under this clause (m)), shall not exceed the sum of (A) the greater of $500,000,000 190,000,000500,000,000 and 50.0% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Investment or other acquisition, plus (B) the Available Equity Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment; (n) advances of payroll payments to employees in the ordinary course of business; (o) Investments and other acquisitions to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower (or any direct or indirect parent thereof); (p) Investments of a Subsidiary acquired after the Closing Date or of a Person merged or consolidated with any Subsidiary in accordance with this Section 7.04 and Section 7.03 after the Closing Date or that otherwise becomes a Subsidiary (provided that if such Investment is made under Section 7.04(h), existing Investments in subsidiaries of such Subsidiary or Person shall comply with the requirements of Section 7.04(h)) 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; (q) receivables owing to the Borrower or any Restricted Subsidiary, if created or acquired in the ordinary course of business; (r) Investments (A) for utilities, security deposits, leases and similar prepaid expenses incurred in the ordinary course of business and (B) trade accounts created, or prepaid expenses accrued, in the ordinary course of business; (s) non-cash Investments in connection with tax planning and reorganization activities; provided that after giving effect to any such activities, the security interests of the Lenders in the Collateral, taken as a whole, would not be materially impaired; (t) additional Investments so long as at the time of any such Investment and after giving effect thereto, the Payment Conditions are met; (u) Investments consisting of Indebtedness, Liens, fundamental changes, Dispositions and Restricted Payments permitted (other than by reference to this Section 7.04(v)) under Sections 7.01, 7.02, 7.03, 7.05 and 7.07, respectively; (v) contributions to a “rabbi” trust for the benefit of employees, directors, consultants, independent contractors or other service providers or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Borrower; (w) to the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases, acquisitions, licenses or leases of other assets, Intellectual Property, or other rights, in each case in the ordinary course of business; (x) any Investment in any Subsidiary or any joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business; (y) Investments by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”; (z) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Qualified Securitization Facility or any repurchase obligation in connection therewith, including, without limitation, Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Securitization Facilities or any related Indebtedness; (aa) Investments in the ordinary course of business in connection with Settlements; (bb) Investments arising as a result of sale-leaseback transactions; and (cc) Investments in joint ventures and Unrestricted Subsidiaries in an aggregate principal amount outstanding at any time not to exceed the greater of $200,000,000 75,000,000200,000,000 and 20.0% of Consolidated EBITDA for the most recently ended Test Period as of such time.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower Company will not, and will not permit any Restricted Subsidiary to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary before such merger) any Equity Interest in or evidence of indebtedness or other security (including any option, warrant or other right to acquire any of the foregoing) of, make or hold permit to exist any Investmentloan or advance to, Guarantee any obligation of, or make or permit to exist any investment or 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, except: (ai) Permitted Investments at the time such Permitted Investment is made and purchases of assets in the ordinary course of business consistent with past practice; (b) existing loans, advances and other credit extensions to officers, members of the Board of Directors and employees of the Borrower and its Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation (including moving expenses and costs of replacement homes), business machines or supplies, automobiles and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower (or any direct or indirect parent thereof) (provided that 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 investments not described in the foregoing clauses (i) and (ii), in an aggregate principal amount outstanding under this clause (iii) at any time not to exceed the greater of $100,000,000 and 10.0% of Consolidated EBITDA for the most recently ended Test Period as of such time; (c) Investments by the Borrower in any Restricted Subsidiary and Investments by any Restricted Subsidiary in any of the Borrower or any other Restricted Subsidiary; provided that, in the case of any Investment by a Loan Party in a Restricted Subsidiary that is not a Loan Party, no Event of Default shall have occurred and be continuing or would result therefrom; (d) Investments consisting of (i) extensions of trade credit and accommodation guarantees in the ordinary course of business and (ii) loans and advances to customers; provided that the aggregate principal amount of such loans and advances outstanding under this clause (ii) at any time shall not exceed the greater of $25,000,000 and 2.5% of Consolidated EBITDA for the most recently ended Test Period as of such time; (e) Investments (i) existing or contemplated on the Closing Date and set forth on Schedule 7.04(e) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) Investments existing on the Closing Date by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary and any modification, renewal or extension thereof; provided that the amount of the original Investment is not increased except by the terms of such Investment to the extent as set forth on Schedule 7.04(e) or as otherwise permitted by this Section 7.044.15 existing on the Issue Date; (fii) Investments in Swap Agreements incurred in marketable direct obligations issued or unconditionally guaranteed by the ordinary course United States or any agency thereof maturing within 120 days from the date of business and not for speculative purposesacquisition thereof; (giii) promissory notes certificates of deposit maturing no more than 120 days from the date of creation thereof issued by commercial banks incorporated under the laws of the United States, each having combined capital, surplus and undivided profits of not less than $500,000,000 and having a rating of "A" or better by a nationally recognized rating agency; provided, that the aggregate amount invested in such certificates of deposit shall not at any time exceed $5,000,000 for any one such certificate of deposit and $10,000,000 for any one such bank; (iv) time deposits maturing no more than 30 days from the date of creation thereof with commercial banks or savings banks or savings and loan associations each having membership either in the FDIC or the deposits of which are insured by the FDIC and in amounts not exceeding the maximum amounts of insurance thereunder; (v) commercial paper maturing no more than 120 days from the date of creation thereof and currently having the highest credit rating obtainable from S&P or from Xxxxx'x; (vi) investments by the Company and its Subsidiaries in Equity Interests in Persons that are their respective subsidiaries immediately prior to the date of such investment and investments by any Subsidiary in another Subsidiary; (vii) loans or advances made by the Company to any Subsidiary or made by any Subsidiary to the Company or any other non-cash consideration received in connection with Dispositions Subsidiary; (viii) Guarantees constituting Debt permitted by Section 7.054.12; (hix) Permitted Acquisitions; (i) the Transactions; (j) Investments 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 in the ordinary course of business; (k) Investments (including debt obligations and Equity Interests) investments received in connection with the bankruptcy or reorganization of suppliers and customers of, or in settlement of delinquent obligations of, or other accounts and 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; (i) loans and advances to the Borrower (or any direct or indirect parent thereof) (x) 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 to the extent permitted to be made to the Borrower (or such parent) in accordance with Section 7.07(a) and (y) to the extent the proceeds thereof are contributed or loaned or advanced to another Restricted Subsidiary and (ii) Investments or Guarantees with respect to any direct or indirect parent of the Borrower that could otherwise be made as a Restricted Payment under Section 7.07, so long as the amount of such Investment or Guarantee is deducted from the amount available to be made as a Restricted Payment under the applicable clause of Section 7.07; (m) additional Investments and other acquisitions; provided that at the time any such Investment or other acquisition is made, the aggregate outstanding amount of such Investment or acquisition made in reliance on this clause (m), together with the aggregate amount of all consideration paid in connection with all other Investments and acquisitions made in reliance on this clause (m) (including the aggregate principal amount of all Indebtedness assumed in connection with any such other Investment or acquisition previously made under this clause (m)), shall not exceed the sum of (A) the greater of $500,000,000 and 50.0% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Investment or other acquisition, plus (B) the Available Equity Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment; (n) advances of payroll payments to employees in the ordinary course of business; (o) Investments and other acquisitions to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower (or any direct or indirect parent thereof); (p) Investments of a Subsidiary acquired after the Closing Date or of a Person merged or consolidated with any Subsidiary in accordance with this Section 7.04 and Section 7.03 after the Closing Date or that otherwise becomes a Subsidiary (provided that if such Investment is made under Section 7.04(h), existing Investments in subsidiaries of such Subsidiary or Person shall comply with the requirements of Section 7.04(h)) 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; (q) receivables owing to the Borrower or any Restricted Subsidiary, if created or acquired in the ordinary course of business; (r) Investments (A) for utilities, security deposits, leases and similar prepaid expenses incurred in the ordinary course of business and (B) trade accounts created, or prepaid expenses accrued, in the ordinary course of business; (s) non-cash Investments in connection with tax planning and reorganization activities; provided that after giving effect to any such activities, the security interests of the Lenders in the Collateral, taken as a whole, would not be materially impaired; (t) additional Investments so long as at the time of any such Investment and after giving effect thereto, the Payment Conditions are met; (u) Investments consisting of Indebtedness, Liens, fundamental changes, Dispositions and Restricted Payments permitted (other than by reference to this Section 7.04(v)) under Sections 7.01, 7.02, 7.03, 7.05 and 7.07, respectively; (v) contributions to a “rabbi” trust for the benefit of employees, directors, consultants, independent contractors or other service providers or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Borrower; (w) to the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases, acquisitions, licenses or leases of other assets, Intellectual Property, or other rightssuppliers, in each case in the ordinary course of business; (x) subject to compliance with the other applicable provisions of the Notes and this Indenture, investments by the Company in the form of acquisitions of all or substantially all of the business or a line of business (by way of acquisition of capital stock or other equity interests only) of any Investment in other Person, and investments by any Subsidiary in the form of acquisitions of all or substantially all of the business or a line of business (whether by the acquisition of capital stock, assets or any joint venture combination thereof) of any other Person, in connection each case if such acquisition has been previously approved in writing by the Majority Holders; provided that if the aggregate consideration (including cash, debt, capital stock and any earn-out) for any such acquisition does not exceed $5,000,000 and such aggregate consideration, together with intercompany cash management arrangements the aggregate consideration with respect to all other acquisitions that have been consummated after the date hereof in reliance in this proviso does not exceed $10,000,000, then no such consent shall be required so long as no Default or related activities arising Event of Default shall be in existence or would occur after giving effect thereto; and (xi) loans and advances to directors, officers and employees of the Company and its Subsidiaries in the ordinary course of business; ; provided, that (yi) Investments by the aggregate outstanding amount of all investments under this clause (xi) at any one time shall not exceed an Unrestricted Subsidiary entered into prior amount equal to $2,500,000, less the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary aggregate amount of any repurchases made pursuant to Section 4.18(a)(iv) and (ii) if at any one time the definition aggregate outstanding amount of “Unrestricted Subsidiary”; all investments under this clause (zxi) Investments in equals or relating exceeds $500,000, any additional investments made pursuant to a Securitization Subsidiary that, in the good faith determination this clause (xi) which cause such aggregate outstanding amount to exceed $500,000 shall be secured by capital stock of the Borrower are necessary or advisable to effect any Qualified Securitization Facility or any repurchase obligation in connection therewith, including, without limitation, Investments of funds held in accounts permitted or required by having a fair market value at the arrangements governing such Qualified Securitization Facilities or any related Indebtedness; (aa) Investments in the ordinary course of business in connection with Settlements; (bb) Investments arising as a result of sale-leaseback transactions; and (cc) Investments in joint ventures and Unrestricted Subsidiaries in an aggregate principal amount outstanding at any time not to exceed the greater of $200,000,000 and 20.0% of Consolidated EBITDA for the most recently ended Test Period as of such timeinvestment equal to at least two times the amount of such investment.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower No Loan Party will, nor will not, and will not it permit any Restricted Subsidiary to, to make or hold any Investment, except: (a) Permitted Investments at the time such Permitted Investment is made and purchases of assets in the ordinary course of business consistent with past practiceInvestments; (b) loans, advances Investments in existence on the date hereof and other credit extensions to officers, members of the Board of Directors and employees of the Borrower and its Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation (including moving expenses and costs of replacement homes), business machines or supplies, automobiles and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower (or any direct or indirect parent thereof) (provided that 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 under this clause (iii) at any time not to exceed the greater of $100,000,000 and 10.0% of Consolidated EBITDA for the most recently ended Test Period as of such timeSchedule 6.04; (c) Investments by the Borrower and the Restricted Subsidiaries in Equity Interests, or as capital contribution in respect thereof, in their respective Restricted Subsidiaries, provided that (i) any such Equity Interests held by a Loan Party shall be pledged pursuant to the Security Agreement (subject to the exclusions set forth herein) and (ii) the aggregate amount of investments by Loan Parties in Restricted Subsidiaries that are not Loan Parties (together with outstanding intercompany loans permitted under Section 6.04(d) and outstanding Guarantees permitted under the Section 6.04(e)) shall not exceed the greater of (x) $30,000,00060,000,000 and (y) 5.507.50% of Consolidated Total Assets (measured on a pro forma basis as of the date such Investment is made based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding (in each case determined at the time of making such Investment without regard to any write-downs or write-offs); (d) loans or advances made by the Borrower to any Restricted Subsidiary and Investments made by any Restricted Subsidiary in any of to the Borrower or any other Restricted Subsidiary; , provided that, in the case of that (i) any Investment such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Security Agreement and (ii) 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 Section 6.04(c) and outstanding Guarantees permitted under Section 6.04(e)) shall not exceed the greater of (x) $30,000,000 and (y) 5.50% of Consolidated Total Assets (measured on a pro forma basis as of the date such Investment is made based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding (in a Restricted Subsidiary that is not a Loan Party, no Event each case determined at the time of Default shall have occurred and be continuing making such Investment without regard to any write-downs or would result therefromwrite-offs); (de) Guarantees constituting Indebtedness permitted by Section 6.01, provided that the aggregate principal amount of Indebtedness of Restricted Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party shall (together with outstanding Investments consisting permitted under clause (ii) to the proviso to Section 6.04(c) and outstanding intercompany loans permitted under clause (ii) to the proviso to Section 6.04(d) shall not exceed the greater of (ix) $30,000,000 and (y) 5.50% of Consolidated Total Assets (measured on a pro forma basis as of the date such Investment is made based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) 59562397_5 LEGAL_US_E # 113892680.8124105178.14 at any time outstanding (in each case determined at the time of making such Guarantee without regard to any write-downs or write-offs); (f) loans or advances made to directors, officers and employees of the Loan Parties or any parent company or subsidiary of such Person on an arms-length basis in the ordinary course of business for travel and entertainment expenses, relocation costs or similar purposes up to a maximum of $500,000 in the aggregate at any one time outstanding; (g) extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit and accommodation guarantees in the ordinary course of business and (ii) loans and advances to customers; provided that the aggregate principal amount of such loans and advances outstanding under this clause (ii) at any time shall not exceed the greater of $25,000,000 and 2.5% of Consolidated EBITDA for the most recently ended Test Period as of such time; (e) Investments (i) existing notes payable, stock, other securities or contemplated on the Closing Date and set forth on Schedule 7.04(e) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) Investments existing on the Closing Date by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary and any modification, renewal or extension thereof; provided that the amount of the original Investment is not increased except by the terms of such Investment to the extent as set forth on Schedule 7.04(e) or as otherwise permitted by this Section 7.04; (f) Investments in Swap Agreements incurred in the ordinary course of business and not for speculative purposes; (g) promissory notes and other non-cash consideration received in connection issued by Account Debtors to a Loan Party pursuant to negotiated agreements with Dispositions permitted by Section 7.05; (h) Permitted Acquisitions; (i) the Transactions; (j) Investments in the ordinary course respect to settlement 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 such Account Debtor’s Accounts in the ordinary course of business; (kh) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization form 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 InvestmentSwap Agreements permitted by Section 6.07; (i) loans and advances to Investments of any Person existing at the Borrower (or any direct or indirect parent thereof) (x) 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 to the extent permitted to be made to the Borrower (or time such parent) in accordance with Section 7.07(a) and (y) to the extent the proceeds thereof are contributed or loaned or advanced to another Person becomes a Restricted Subsidiary and (ii) Investments or Guarantees with respect to any direct or indirect parent of the Borrower that could otherwise be made as or consolidates or merges with the Borrower or any of the Restricted Subsidiaries (including in connection with a Restricted Payment under Section 7.07, permitted acquisition) so long as the amount of such Investment or Guarantee is deducted from the amount available to be made as a Restricted Payment under the applicable clause of Section 7.07; (m) additional Investments and other acquisitions; provided that at the time any such Investment or other acquisition is made, the aggregate outstanding amount of such Investment or acquisition made in reliance on this clause (m), together with the aggregate amount of all consideration paid in connection with all other Investments and acquisitions made in reliance on this clause (m) (including the aggregate principal amount of all Indebtedness assumed in connection with any such other Investment or acquisition previously made under this clause (m)), shall not exceed the sum of (A) the greater of $500,000,000 and 50.0% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Investment or other acquisition, plus (B) the Available Equity Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment; (n) advances of payroll payments to employees in the ordinary course of business; (o) Investments and other acquisitions to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower (or any direct or indirect parent thereof); (p) Investments of a Subsidiary acquired after the Closing Date or of a Person merged or consolidated with any Subsidiary in accordance with this Section 7.04 and Section 7.03 after the Closing Date or that otherwise becomes a Subsidiary (provided that if such Investment is made under Section 7.04(h), existing Investments in subsidiaries of such Subsidiary or Person shall comply with the requirements of Section 7.04(h)) to the extent that such Investments were not made in contemplation of such Person becoming a Restricted Subsidiary or of such merger; (j) Investments received in connection with such acquisition, merger or consolidation and were in existence on the date dispositions of such acquisition, merger or consolidationassets permitted by Section 6.05; (qk) receivables owing to the Borrower or any Restricted Subsidiary, if created or acquired Investments constituting deposits described in the ordinary course clauses (l)(i) and (m) of businessSection 6.02; (rl) Investments (A) for utilities, security deposits, leases and similar prepaid expenses incurred in the ordinary course of business and (B) trade accounts created, or prepaid expenses accrued, in the ordinary course of business; (s) non-cash Investments in connection with tax planning and reorganization activities; provided that after giving effect to any such activities, the security interests of the Lenders in the Collateral, taken as a whole, would not be materially impaired; (t) additional Investments so long as at the time of any such Investment and after giving effect thereto, the Payment Conditions are met; (u) Investments consisting of Indebtedness, Liens, fundamental changes, Dispositions and Restricted Payments permitted (other than by reference to this Section 7.04(v)) under Sections 7.01, 7.02, 7.03, 7.05 and 7.07, respectively; (v) contributions to a “rabbi” trust for the benefit of employees, directors, consultants, independent contractors or other service providers or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Borrower; (w) to the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases, acquisitions, licenses or leases of other assets, Intellectual Property, or other rights, in each case in the ordinary course of business; (x) any Investment in any Subsidiary or any joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business; (y) Investments by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”; (z) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Qualified Securitization Facility or any repurchase obligation in connection therewith, including, without limitation, Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Securitization Facilities or any related Indebtedness; (aa) Investments in the ordinary course of business in connection with Settlements; (bb) Investments arising as a result of sale-leaseback transactions; and (cc) Investments in joint ventures and Unrestricted Subsidiaries in an aggregate principal amount outstanding at any time not to exceed the greater of (i) $200,000,000 10,000,000 and 20.0(ii) 2.00% of Consolidated EBITDA for Total Assets (measured on a pro forma basis as of the date such Investment is made based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently ended Test Period as on or prior to such date) in the aggregate at any one time outstanding; (m) subject to satisfaction of the applicable Available Amount Usage Conditions, Investments not to exceed the sum of (i) Available Amount plus (ii) $40,000,00050,000,000 (in each case determined at the time of making such Guarantee without regard to any write-downs or write-offs); provided that with respect to any acquisition (by merger or otherwise) of any Restricted Subsidiary (or any Person which becomes a Restricted Subsidiary) or of any acquisition of property which constitutes all or substantially all of an operating unit of a business, the target of such timeacquisition shall not, on a stand-alone basis, have negative EBITDA (calculated in accordance with this Agreement, including Pro Forma Adjustments relating only to such target); provided, further, that for any acquisition of more than one businesses or locations in related transactions, such calculation will be made on a combined basis for all such businesses or locations purchased; (n) any Investment by the Borrower or any of its Restricted Subsidiaries in a Person that is engaged in a business permitted pursuant to Section 6.03, but, for purposes of this clause (n), to the extent that, as a result of such Investment: 59562397_5 LEGAL_US_E # 113892680.8124105178.14 (i) such Person becomes a Loan Party on the date of such Investment (it being understood that the filing of a customary Uniform Commercial Code financing statement, the execution of a supplement to the Security Agreement, the delivery of a customary opinion of counsel and the delivery of pledged equity (to the extent certificated) shall occur on the date of such investment, but the execution of other collateral documents or agreements (including landlord waivers and control agreements, if any) shall occur within the times provided for in the Security Agreement or such later time as the Administrative Agent may agree in its sole discretion); or (ii) such Person, in one transaction or a series of related transactions, is amalgamated, merged or consolidated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Borrower or a Loan Party. For the avoidance of doubt, to the extent an acquisition described in this clause (n), includes the indirect acquisition of a Person that is a non-Loan Party, such indirect acquisition shall not be permitted under this clause (n) and must otherwise be permitted under this Section 6.04; (o) Guarantees of operating leases that do not constitute Indebtedness; (p) the consummation of the Effective Date Purchase and Investments in connection therewith; and (q) Investments in connection with Refranchising Transactions. (r) Investments made by any Restricted Subsidiary that is not a Loan Party to the extent such Investments are made with the proceeds received by such Restricted Subsidiary from an Investment made by a Loan Party in such Restricted Subsidiary otherwise pursuant to this Section 6.04.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will not, and will not permit any Restricted Subsidiary to, make or hold any Investment, except: (a) Permitted Investments at the time such Permitted Investment is made and purchases of assets in the ordinary course of business consistent with past practice; (b) loans, loans or advances and other credit extensions to officers, members of the Board of Directors and employees of Holdings, the Borrower and its Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation (including moving expenses and costs of replacement homes), business machines or supplies, automobiles and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower Holdings (or any direct or indirect parent thereof) (provided that the amount of such loans and advances made in cash to such Person shall be immediately contributed to the Borrower in cash as common equity or Qualified Equity InterestsInterests and shall not increase the Available Equity Amount or constitute Cure Amounts) and (iii) for purposes not described in the foregoing clauses (i) and (ii), in an aggregate principal amount outstanding under at any time in reliance on this clause (iii) at any time not to exceed the greater of $100,000,000 9,000,000 and 10.07.5% of Consolidated EBITDA for the most recently ended Test Period as of such time; (c) Investments by the Borrower in any Restricted Subsidiary and Investments by any Restricted Subsidiary in any of the Borrower or any other Restricted Subsidiary; provided that, other than with respect to any such Investment made in the case ordinary course of business, the aggregate outstanding amount of all Investments made pursuant to this Section 6.04(c) in any Investment by a Loan Party in a Restricted Subsidiary that is not a Loan Party, no Event Party shall not exceed an aggregate amount equal to the greater of Default shall have occurred $90,000,000 and be continuing or would result therefrom75% of Consolidated EBITDA for the most recently ended Test Period after giving effect to such Investment; (d) Investments consisting of (i) extensions of trade credit and accommodation guarantees in the ordinary course of business and (ii) loans and advances to customers; provided that the aggregate principal amount of such loans and advances outstanding under this clause (ii) at any time shall not exceed the greater of $25,000,000 and 2.5% of Consolidated EBITDA for the most recently ended Test Period as of such timebusiness; (e) Investments (i) existing or contemplated on the Closing Effective Date and set forth on Schedule 7.04(e) and any modification, replacement, renewal, reinvestment or extension thereof thereof; provided that any Investment in an amount greater than $3,500,000 shall only be permitted if set forth on Schedule 6.04(e) and (ii) Investments existing on the Closing Effective Date by the any Borrower or any Restricted Subsidiary in the any Borrower or any Restricted Subsidiary and any modification, renewal or extension thereof; provided provided, in each case, that the amount of the original Investment as of the Effective Date is not increased except by the terms of such Investment to the extent as extent, in the event such increase is in excess of $3,500,000, set forth on Schedule 7.04(e6.04(e) or as otherwise permitted by this Section 7.046.04; (f) Investments in Swap Agreements incurred in the ordinary course of business and not for speculative purposes; (g) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (h) Permitted Acquisitions; (i) the Transactions; (j) Investments 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 in the ordinary course of business; (k) Investments (including debt obligations and Equity Interests) received in connection with the 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; (i) loans and advances to the Borrower (or any direct or indirect parent thereof) (x) 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 to the extent permitted to be made to the Borrower (or such parent) in accordance with Section 7.07(a) and (y) to the extent the proceeds thereof are contributed or loaned or advanced to another Restricted Subsidiary and (ii) Investments or Guarantees with respect to any direct or indirect parent of the Borrower that could otherwise be made as a Restricted Payment under Section 7.07, so long as the amount of such Investment or Guarantee is deducted from the amount available to be made as a Restricted Payment under the applicable clause of Section 7.07; (m) additional Investments and other acquisitions; provided that at the time any such Investment or other acquisition is made, the aggregate outstanding amount of such Investment or acquisition made in reliance on this clause (m), together with the aggregate amount of all consideration paid in connection with all other Investments and acquisitions made in reliance on this clause (m) (including the aggregate principal amount of all Indebtedness assumed in connection with any such other Investment or acquisition previously made under this clause (m)), shall not exceed the sum of (A) the greater of $500,000,000 and 50.0% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Investment or other acquisition, plus (B) the Available Equity Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment; (n) advances of payroll payments to employees in the ordinary course of business; (o) Investments and other acquisitions to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower (or any direct or indirect parent thereof); (p) Investments of a Subsidiary acquired after the Closing Date or of a Person merged or consolidated with any Subsidiary in accordance with this Section 7.04 and Section 7.03 after the Closing Date or that otherwise becomes a Subsidiary (provided that if such Investment is made under Section 7.04(h), existing Investments in subsidiaries of such Subsidiary or Person shall comply with the requirements of Section 7.04(h)) 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; (q) receivables owing to the Borrower or any Restricted Subsidiary, if created or acquired in the ordinary course of business; (r) Investments (A) for utilities, security deposits, leases and similar prepaid expenses incurred in the ordinary course of business and (B) trade accounts created, or prepaid expenses accrued, in the ordinary course of business; (s) non-cash Investments in connection with tax planning and reorganization activities; provided that after giving effect to any such activities, the security interests of the Lenders in the Collateral, taken as a whole, would not be materially impaired; (t) additional Investments so long as at the time of any such Investment and after giving effect thereto, the Payment Conditions are met; (u) Investments consisting of Indebtedness, Liens, fundamental changes, Dispositions and Restricted Payments permitted (other than by reference to this Section 7.04(v)) under Sections 7.01, 7.02, 7.03, 7.05 and 7.07, respectively; (v) contributions to a “rabbi” trust for the benefit of employees, directors, consultants, independent contractors or other service providers or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Borrower; (w) to the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases, acquisitions, licenses or leases of other assets, Intellectual Property, or other rights, in each case in the ordinary course of business; (x) any Investment in any Subsidiary or any joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business; (y) Investments by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”; (z) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Qualified Securitization Facility or any repurchase obligation in connection therewith, including, without limitation, Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Securitization Facilities or any related Indebtedness; (aa) Investments in the ordinary course of business in connection with Settlements; (bb) Investments arising as a result of sale-leaseback transactions; and (cc) Investments in joint ventures and Unrestricted Subsidiaries in an aggregate principal amount outstanding at any time not to exceed the greater of $200,000,000 and 20.0% of Consolidated EBITDA for the most recently ended Test Period as of such time.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will not, and will not permit any Restricted Subsidiary to, make or hold any Investment, except: (a) Permitted Investments at the time such Permitted Investment is made and purchases of assets in the ordinary course of business consistent with past practice; (b) loans, loans or advances and other credit extensions to officers, members of the Board of Directors and employees of Holdings, the Borrower and its Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation (including moving expenses and costs of replacement homes), business machines or supplies, automobiles and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower Holdings (or any direct or indirect parent thereof) (provided that the amount of such loans and advances made in cash to such Person shall be immediately contributed to the Borrower in cash as common equity or Qualified Equity InterestsInterests and shall not increase the Available Equity Amount or constitute Cure Amounts) and (iii) for purposes not described in the foregoing clauses (i) and (ii), in an aggregate principal amount outstanding under at any time in reliance on this clause (iii) at any time not to exceed the greater of $100,000,000 9,000,000 and 10.07.5% of Consolidated EBITDA for the most recently ended Test Period as of such time; (c) Investments by the Borrower in any Restricted Subsidiary and Investments by any Restricted Subsidiary in any of the Borrower or any other Restricted Subsidiary; provided that, other than with respect to any such Investment made in the case ordinary course of business, the aggregate outstanding amount of all Investments made pursuant to this Section 6.04(c) in any Investment by a Loan Party in a Restricted Subsidiary that is not a Loan Party, no Event Party shall not exceed an aggregate amount equal to the greater of Default shall have occurred $90,000,000 and be continuing or would result therefrom75% of Consolidated EBITDA for the most recently ended Test Period after giving effect to such Investment; (d) Investments consisting of (i) extensions of trade credit and accommodation guarantees in the ordinary course of business and (ii) loans and advances to customers; provided that the aggregate principal amount of such loans and advances outstanding under this clause (ii) at any time shall not exceed the greater of $25,000,000 and 2.5% of Consolidated EBITDA for the most recently ended Test Period as of such timebusiness; (e) Investments (i) existing or contemplated on the Closing Effective Date and set forth on Schedule 7.04(e) and any modification, replacement, renewal, reinvestment or extension thereof thereof; provided that any Investment in an amount greater than $3,500,000 shall only be permitted if set forth on Schedule 6.04(e) and (ii) Investments existing on the Closing Effective Date by the any Borrower or any Restricted Subsidiary in the any Borrower or any Restricted Subsidiary and any modification, renewal or extension thereof; provided provided, in each case, that the amount of the original Investment as of the Effective Date is not increased except by the terms of such Investment to the extent as extent, in the event such increase is in excess of $3,500,000, set forth on Schedule 7.04(e6.04(e) or as otherwise permitted by this Section 7.046.04; (f) Investments in Swap Agreements incurred in the ordinary course of business and not for speculative purposes; (g) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.056.05; (h) Permitted Acquisitions; (i) Investments in connection with the Transactions; (j) Investments 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 in the ordinary course of business; (k) Investments (including debt obligations and Equity Interests) received in connection with the 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; (il) loans and advances to the Borrower Holdings (or any direct or indirect parent thereof) (x) or any Intermediate Parent 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 to the extent permitted to be made to the Borrower Holdings (or such parent) or such Intermediate Parent in accordance with Section 7.07(a) and (y) to the extent the proceeds thereof are contributed or loaned or advanced to another Restricted Subsidiary and (ii) Investments or Guarantees with respect to any direct or indirect parent of the Borrower that could otherwise be made as a Restricted Payment under Section 7.07, so long as the amount of such Investment or Guarantee is deducted from the amount available to be made as a Restricted Payment under the applicable clause of Section 7.076.07(a); (m) additional Investments and other acquisitions; provided that at the time any such Investment or other acquisition is made, the aggregate outstanding amount of such Investment or acquisition made in reliance on this clause (m), together with the aggregate amount of all consideration paid (excluding the Net Proceeds from the issuance of such Qualified Equity Interests) in connection with all other Investments and acquisitions made in reliance on this clause (m) (including the aggregate principal amount of all Indebtedness assumed in connection with any such other Investment or acquisition previously made under this clause (m)), shall not exceed the sum of (A) (i) the greater of $500,000,000 60,000,000 and 50.0% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Investment or other acquisition; plus (ii) the Available General RP Capacity Amount at such time; plus (B) the Available Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment, plus (BC) the Available Equity Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment, plus (D) Investments in an aggregate outstanding amount not to exceed the portion, if any, of any unused amounts available under Section 6.07(a)(v) or 6.07(a)(xv) for Restricted Payments on the relevant date of determination that the Borrower elects to apply pursuant to this Section 6.04(m); provided that any Investment made in reliance on preceding clause (B), to the extent made using the Retained ECF Basket, shall be subject to (x) no Event of Default having occurred and be continuing or resulting therefrom and (y) before and after giving Pro Forma Effect to such Investment, on a Pro Forma Basis, the Total Leverage Ratio being less than or equal to 4.30 to 1.00 as of the end of the mostly recently ended Test Period as of such time; (n) advances of payroll payments to employees in the ordinary course of business; (o) Investments and other acquisitions to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower (or any direct or indirect parent thereof); (p) Investments of a Subsidiary acquired after the Closing Effective Date or of a Person merged or consolidated with any Subsidiary in accordance with this Section 7.04 6.04 and Section 7.03 6.03 after the Closing Effective Date or that otherwise becomes a Subsidiary (provided that if such Investment is made under Section 7.04(h6.04(h), existing Investments in subsidiaries of such Subsidiary or Person shall comply with the requirements of Section 7.04(h6.04(h)) 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; (q) receivables owing to the Borrower or any Restricted Subsidiary, if created or acquired in the ordinary course of business; (r) Investments (A) for utilities, security deposits, leases and similar prepaid expenses incurred in the ordinary course of business and (B) trade accounts created, or prepaid expenses accrued, in the ordinary course of business; (s) non-cash Investments in the Borrower or any Restricted Subsidiary in connection with tax planning and reorganization activities; provided that after giving effect to any such activities, the security interests of the Lenders in the Collateral, taken as a whole, would not be materially impairedTax Restructuring; (t) additional Investments so long as at the time of any such Investment and after giving effect thereto, (A) on a Pro Forma Basis, the Payment Conditions are metTotal Leverage Ratio is no greater than 4.05 to 1.00 and (B) no Event of Default exists or would result therefrom; (u) Investments consisting of Indebtedness, Liens, Liens fundamental changes, Dispositions and Restricted Payments permitted (other than by reference to this Section 7.04(v6.04(u)) under Sections 7.016.01, 7.026.02, 7.036.03, 7.05 6.05 and 7.076.07, respectively; (v) contributions to a “rabbi” trust for the benefit of employees, directors, consultants, independent contractors or other service providers or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Borrower; (w) to the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases, acquisitions, licenses or leases of other assets, Intellectual Property, or other rights, in each case in the ordinary course of business; (x) any Investment Investments in joint ventures (or in any Restricted Subsidiary or any to enable such Restricted Subsidiary to make substantially concurrent Investments in joint venture ventures) in connection with intercompany cash management arrangements or related activities arising in an aggregate outstanding amount not to exceed the ordinary course greater of business$40,000,000 and 33.0% of Consolidated EBITDA for the most recently ended Test Period; (y) Investments by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated re-designated as a Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”; (z) Investments in Unrestricted Subsidiaries (or relating in any Restricted Subsidiary to a Securitization enable such Restricted Subsidiary that, to make substantially concurrent Investments in Unrestricted Subsidiaries) in an aggregate outstanding amount not to exceed the good faith determination greater of $40,000,000 and 33.0% of Consolidated EBITDA for the Borrower are necessary or advisable to effect any Qualified Securitization Facility or any repurchase obligation in connection therewith, including, without limitation, Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Securitization Facilities or any related Indebtednessmost recently ended Test Period; (aa) Investments in Similar Businesses (or in any Restricted Subsidiary to enable such Restricted Subsidiary to make substantially concurrent Investments in Similar Businesses) in an aggregate outstanding amount not to exceed the ordinary course greater of business in connection with Settlements;$40,000,000 and 33.0% of Consolidated EBITDA for the most recently ended Test Period; and (bb) Investments arising as a result of sale-sale and leaseback transactions; and (cc) Investments transactions permitted by Section 6.06 hereto. Notwithstanding anything to the contrary in joint ventures and Unrestricted Subsidiaries in an aggregate principal amount outstanding at any time not to exceed the greater of $200,000,000 and 20.0% of Consolidated EBITDA for the most recently ended Test Period this Section 6.04, no Material Intellectual Property as of such timethe Effective Date owned by any Loan Party may be contributed and/or assigned as an Investment or otherwise transferred to any non-Loan Party.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, make or hold any Investment, except: (a) Permitted Investments at the time such Permitted Investment is made and purchases of assets in the ordinary course of business consistent with past practice; (b) loans, loans or advances and other credit extensions to officers, members of the Board of Directors and employees of the Borrower and its Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation (including moving expenses and costs of replacement homes), business machines or supplies, automobiles and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower (or any direct or indirect parent thereof) (provided that the amount of such loans and advances made in cash to such Person shall be immediately contributed to the Lead Borrower in cash as common equity or Qualified Equity InterestsInterests and shall not increase the Available Equity Amount or constitute Aggregate Cure Amounts) and (iii) for purposes not described in the foregoing clauses (i) and (ii), in an aggregate principal amount outstanding under at any time in reliance on this clause (iii) at any time not to exceed $17,250,000 for the most recently ended Test Period as of such time; (c) Investments by any Borrower or Subsidiary in any Borrower or Subsidiary; provided, that Investments by any Loan Parties in any Subsidiaries that are not a Loan Party shall not exceed an aggregate outstanding amount of the greater of $100,000,000 18,400,000 and 10.05.75% of Consolidated EBITDA for the most recently ended Test Period as of such time; (c) Investments by the Borrower in any Restricted Subsidiary and Investments by any Restricted Subsidiary in any of the Borrower or any other Restricted Subsidiary; provided that, in the case of any Investment by a Loan Party in a Restricted Subsidiary that is not a Loan Party, no Event of Default shall have occurred and be continuing or would result therefrom; (d) Investments consisting of (i) extensions of trade credit and accommodation guarantees in the ordinary course of business and (ii) loans and advances to customers; provided that the aggregate principal amount of such loans and advances outstanding under this clause (ii) at any time shall not exceed the greater of $25,000,000 and 2.5% of Consolidated EBITDA for the most recently ended Test Period as of such timebusiness; (e) Investments (i) existing or contemplated on the Closing Effective Date and (provided that any Investment in an amount greater than $6,900,000 shall only be permitted if set forth on Schedule 7.04(e6.04(e)) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) Investments existing on the Closing Effective Date by the any Borrower or any Restricted Subsidiary in the any Borrower or any Restricted Subsidiary and any modification, renewal or extension thereof; provided provided, in each case, that the amount of the original Investment as of the Effective Date (or, if later, the date of the initial making of such Investment) is not increased except by the terms of such Investment to the extent extent, in the event such increase is in excess of $6,900,000 for the most recently ended Test Period as of such time, set forth on Schedule 7.04(e6.04(e) or as otherwise permitted by this Section 7.046.04; (f) Investments in Swap Agreements incurred in the ordinary course of business and not for speculative purposes; (g) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.056.05; (h) (A) Permitted Acquisitions, (B) the Acquisition and (C) intercompany Investments required (as determined by the Lead Borrower in good faith) to consummate Permitted Acquisitions and the Acquisition; (i) Investments in connection with the TransactionsTransactions (as defined in the FRG First Lien Credit Agreement); (j) Investments 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 in the ordinary course of business; (k) Investments (including debt obligations and Equity Interests) received in connection with the 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; (il) loans and advances to any equity holder of the Lead Borrower (or any direct or indirect parent thereof) (x) 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 to the extent permitted to be made to the Borrower such holder (or such parent) in accordance with Section 7.07(a) and (y) to the extent the proceeds thereof are contributed or loaned or advanced to another Restricted Subsidiary and (ii) Investments or Guarantees with respect to any direct or indirect parent of the Borrower that could otherwise be made as a Restricted Payment under Section 7.07, so long as the amount of such Investment or Guarantee is deducted from the amount available to be made as a Restricted Payment under the applicable clause of Section 7.076.07(a); (m) additional Investments and other acquisitions; provided that at the time any such Investment or other acquisition is made, the aggregate outstanding amount of such Investment or acquisition made in reliance on this clause (m), together with the aggregate amount of all consideration paid (excluding the Net Proceeds from the issuance of such Qualified Equity Interests) in connection with all other Investments and acquisitions made in reliance on this clause (m) (including the aggregate principal amount of all Indebtedness assumed in connection with any such other Investment or acquisition previously made under this clause (m)), shall not exceed the sum of (A) (i) the greater of $500,000,000 46,000,000 and 50.014.375% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Investment or other acquisition; plus (ii) the Available General RP Capacity Amount at such time; plus (B) the Available Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment, plus (BC) the Available Equity Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment, plus (D) Investments in an aggregate outstanding amount not to exceed the portion, if any, of any unused amounts available under Section 6.07(a)(v) or 6.07(a)(xv) for Restricted Payments on the relevant date of determination that the Borrower elects to apply pursuant to this Section 6.04(m); provided that any Investment made in reliance on preceding clause (B) shall be subject to (x) no Event of Default under paragraph (a), (b), (h) or (i) of Section 7.01 having occurred and be continuing or resulting therefrom and (y) before and after giving Pro Forma Effect to such Investment, on a Pro Forma Basis, the Total Net Leverage Ratio being less than or equal to 3.56 to 1.00 as of the end of the most recently ended Test Period as of such time; (n) advances of payroll payments to employees in the ordinary course of business; (o) Investments and other acquisitions to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower (or any direct or indirect parent thereof)Interests; (p) Investments of a Subsidiary acquired after the Closing Effective Date or of a Person merged or consolidated with any Subsidiary in accordance with this Section 7.04 6.04 and Section 7.03 6.03 after the Closing Effective Date or that otherwise becomes a Subsidiary (provided that if such Investment is made under Section 7.04(h6.04(h), existing Investments in subsidiaries of such Subsidiary or Person shall comply with the requirements of Section 7.04(h6.04(h)) 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; (q) receivables owing to the Borrower or any Restricted Subsidiary, if created or acquired in the ordinary course of business; (r) Investments (A) for utilities, security deposits, leases and similar prepaid expenses incurred in the ordinary course of business and (B) trade accounts created, or prepaid expenses accrued, in the ordinary course of business; (s) non-cash Investments in the Borrower or any Subsidiary in connection with tax planning and reorganization activities; provided that after giving effect to any such activities, the security interests of the Lenders in the Collateral, taken as a whole, would not be materially impairedTax Restructuring; (t) additional Investments so long as at the time of any such Investment and after giving effect thereto, the Payment Conditions are met[reserved]; (u) Investments consisting of Indebtedness, Liens, fundamental changes, Dispositions and Restricted Payments permitted (other than by reference to this Section 7.04(v6.04(u)) under Sections 7.016.01, 7.026.02, 7.036.03, 7.05 6.05 and 7.076.07, respectively; (v) contributions to a “rabbi” trust for the benefit of employees, directors, consultants, independent contractors or other service providers or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Borrower; (w) to the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases, acquisitions, licenses or leases of other assets, Intellectual Property, Badcock Intellectual Property, or other rights, in each case in the ordinary course of business; (x) any Investment in any Subsidiary or any joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business; (y) Investments by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”; (z) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Qualified Securitization Facility or any repurchase obligation in connection therewith, including, without limitation, Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Securitization Facilities or any related Indebtedness; (aa) Investments in the ordinary course of business in connection with Settlements; (bb) Investments arising as a result of sale-leaseback transactions; and (cc) Investments in joint ventures and Unrestricted Subsidiaries (or in any Subsidiary to enable such Subsidiary to make substantially concurrent Investments in joint ventures) in an aggregate principal outstanding amount outstanding at any time not to exceed the greater of $200,000,000 27,600,000 and 20.08.625% of Consolidated EBITDA for the most recently ended Test Period; (y) [reserved]; (z) [reserved]; (aa) Investments in Similar Businesses (or in any Subsidiary to enable such Subsidiary to make substantially concurrent Investments in Similar Businesses) in an aggregate outstanding amount not to exceed the greater of $55,200,000 and 17.25% of Consolidated EBITDA for the most recently ended Test Period; (i) Investments arising as a result of sale and leaseback transactions permitted by Section 6.06 hereto and (ii) to the extent constituting Investments, Investments by Badcock consisting of guarantees by Badcock of operating lease liabilities of lessees to the owners of real property sold by Badcock pursuant to and in accordance with Section 6.05(u) (solely with respect to the real property that was the subject of any such sale); and (cc) loans and advances to franchisees in the ordinary course of business (A) in connection with the sale of Franchise Rights or (B) to provide working capital to franchisees; provided that (i) such loans and advances in excess of $750,000 individually shall be evidenced by promissory notes and any such promissory notes shall be pledged to the Collateral Agent to the extent required by the Security Documents and (ii) the aggregate outstanding principal amount of such loans and advances made in reliance on this clause (cc) shall not exceed $11,500,000 for the most recently ended Test Period at any time. Notwithstanding anything to the contrary in this Section 6.04, other than by virtue of the sale of the Equity Interests of, or all or substantially all of the assets of, one or more Subsidiaries in a transaction not prohibited by this Agreement, no Material Intellectual Property (except for non-exclusive leases or non-exclusive licenses with respect thereto) as of such timethe Effective Date owned by any Loan Party or any interest in any Franchise Agreement may be contributed and/or assigned as an Investment or otherwise transferred to any non-Loan Party.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, make or hold any Investment, except: (a) Permitted Investments at the time such Permitted Investment is made and purchases of assets in the ordinary course of business consistent with past practice; (b) loans, loans or advances and other credit extensions to officers, members of the Board of Directors and employees of the Borrower and its Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation (including moving expenses and costs of replacement homes), business machines or supplies, automobiles and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower (or any direct or indirect parent thereof) (provided that the amount of such loans and advances made in cash to such Person shall be immediately contributed to the Lead Borrower in cash as common equity or Qualified Equity InterestsInterests and shall not increase the Available Equity Amount or constitute Aggregate Cure Amounts) and (iii) for purposes not described in the foregoing clauses (i) and (ii), in an aggregate principal amount outstanding under at any time in reliance on this clause (iii) at any time not to exceed $17,250,000 for the most recently ended Test Period as of such time; (c) Investments by any Borrower or Subsidiary in any Borrower or Subsidiary; provided, that Investments by any Loan Parties in any Subsidiaries that are not a Loan Party shall not exceed an aggregate outstanding amount of the greater of $100,000,000 18,400,000 and 10.05.75% of Consolidated EBITDA for the most recently ended Test Period as of such time; (c) Investments by the Borrower in any Restricted Subsidiary and Investments by any Restricted Subsidiary in any of the Borrower or any other Restricted Subsidiary; provided that, in the case of any Investment by a Loan Party in a Restricted Subsidiary that is not a Loan Party, no Event of Default shall have occurred and be continuing or would result therefrom; (d) Investments consisting of (i) extensions of trade credit and accommodation guarantees in the ordinary course of business and (ii) loans and advances to customers; provided that the aggregate principal amount of such loans and advances outstanding under this clause (ii) at any time shall not exceed the greater of $25,000,000 and 2.5% of Consolidated EBITDA for the most recently ended Test Period as of such timebusiness; (e) Investments (i) existing or contemplated on the Closing Effective Date and (provided that any Investment in an amount greater than $6,900,000 shall only be permitted if set forth on Schedule 7.04(e6.04(e)) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) Investments existing on the Closing Effective Date by the any Borrower or any Restricted Subsidiary in the any Borrower or any Restricted Subsidiary and any modification, renewal or extension thereof; provided provided, in each case, that the amount of the original Investment as of the Effective Date (or, if later, the date of the initial making of such Investment) is not increased except by the terms of such Investment to the extent extent, in the event such increase is in excess of $6,900,000 for the most recently ended Test Period as of such time, set forth on Schedule 7.04(e6.04(e) or as otherwise permitted by this Section 7.046.04; (f) Investments in Swap Agreements incurred in the ordinary course of business and not for speculative purposes; (g) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.056.05; (h) (A) Permitted Acquisitions and (B) intercompany Investments required (as determined by the Lead Borrower in good faith) to consummate Permitted Acquisitions; (i) Investments in connection with the Transactions; (j) Investments 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 in the ordinary course of business; (k) Investments (including debt obligations and Equity Interests) received in connection with the 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; (il) loans and advances to any equity holder of the Lead Borrower (or any direct or indirect parent thereof) (x) 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 to the extent permitted to be made to the Borrower such holder (or such parent) in accordance with Section 7.07(a) and (y) to the extent the proceeds thereof are contributed or loaned or advanced to another Restricted Subsidiary and (ii) Investments or Guarantees with respect to any direct or indirect parent of the Borrower that could otherwise be made as a Restricted Payment under Section 7.07, so long as the amount of such Investment or Guarantee is deducted from the amount available to be made as a Restricted Payment under the applicable clause of Section 7.076.07(a); (m) additional Investments and other acquisitions; provided that at the time any such Investment or other acquisition is made, the aggregate outstanding amount of such Investment or acquisition made in reliance on this clause (m), together with the aggregate amount of all consideration paid (excluding the Net Proceeds from the issuance of such Qualified Equity Interests) in connection with all other Investments and acquisitions made in reliance on this clause (m) (including the aggregate principal amount of all Indebtedness assumed in connection with any such other Investment or acquisition previously made under this clause (m)), shall not exceed the sum of (A) (i) the greater of $500,000,000 46,000,000 and 50.014.375% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Investment or other acquisition; plus (ii) the Available General RP Capacity Amount at such time; plus (B) the Available Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment, plus (BC) the Available Equity Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment, plus (D) Investments in an aggregate outstanding amount not to exceed the portion, if any, of any unused amounts available under Section 6.07(a)(v) or 6.07(a)(xv) for Restricted Payments on the relevant date of determination that the Borrower elects to apply pursuant to this Section 6.04(m); provided that any Investment made in reliance on preceding clause (B) shall be subject to (x) no Event of Default under paragraph (a), (b), (h) or (i) of Section 7.01 having occurred and be continuing or resulting therefrom and (y) before and after giving Pro Forma Effect to such Investment, on a Pro Forma Basis, the Total Net Leverage Ratio being less than or equal to 3.56 to 1.00 as of the end of the most recently ended Test Period as of such time; (n) advances of payroll payments to employees in the ordinary course of business; (o) Investments and other acquisitions to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower (or any direct or indirect parent thereof)Interests; (p) Investments of a Subsidiary acquired after the Closing Effective Date or of a Person merged or consolidated with any Subsidiary in accordance with this Section 7.04 6.04 and Section 7.03 6.03 after the Closing Effective Date or that otherwise becomes a Subsidiary (provided that if such Investment is made under Section 7.04(h6.04(h), existing Investments in subsidiaries of such Subsidiary or Person shall comply with the requirements of Section 7.04(h6.04(h)) 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; (q) receivables owing to the Borrower or any Restricted Subsidiary, if created or acquired in the ordinary course of business; (r) Investments (A) for utilities, security deposits, leases and similar prepaid expenses incurred in the ordinary course of business and (B) trade accounts created, or prepaid expenses accrued, in the ordinary course of business; (s) non-cash Investments in the Borrower or any Subsidiary in connection with tax planning and reorganization activities; provided that after giving effect to any such activities, the security interests of the Lenders in the Collateral, taken as a whole, would not be materially impairedTax Restructuring; (t) additional Investments so long as at the time of any such Investment and after giving effect thereto, the Payment Conditions are met[reserved]; (u) Investments consisting of Indebtedness, Liens, fundamental changes, Dispositions and Restricted Payments permitted (other than by reference to this Section 7.04(v6.04(u)) under Sections 7.016.01, 7.026.02, 7.036.03, 7.05 6.05 and 7.076.07, respectively; (v) contributions to a “rabbi” trust for the benefit of employees, directors, consultants, independent contractors or other service providers or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Borrower; (w) to the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases, acquisitions, licenses or leases of other assets, Intellectual Property, or other rights, in each case in the ordinary course of business; (x) any Investment Investments in joint ventures (or in any Subsidiary or any to enable such Subsidiary to make substantially concurrent Investments in joint venture ventures) in connection with intercompany cash management arrangements or related activities arising in an aggregate outstanding amount not to exceed the ordinary course greater of business$27,600,000 and 8.625% of Consolidated EBITDA for the most recently ended Test Period; (y) Investments by an Unrestricted Subsidiary entered into prior to repurchases of Liberty Area Development Rights; provided that (A) the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary pursuant to aggregate purchase price for repurchases of Liberty Area Development Rights shall not exceed the definition greater of “Unrestricted Subsidiary”$27,600,000 and 8.625% of Consolidated EBITDA during any fiscal year of the Lead Borrower and (B) no Event of Default exists or would result therefrom; (z) Investments in or relating to a Securitization Subsidiary that, in repurchases of Liberty Franchise Rights; provided that (A) the good faith determination aggregate purchase price for repurchases of Liberty Franchise Rights shall not exceed the greater of $18,400,000 and 5.75% of Consolidated EBITDA during any fiscal year of the Lead Borrower are necessary and (B) no Event of Default exists or advisable to effect any Qualified Securitization Facility or any repurchase obligation in connection therewith, including, without limitation, Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Securitization Facilities or any related Indebtednesswould result therefrom; (aa) Investments in Similar Businesses (or in any Subsidiary to enable such Subsidiary to make substantially concurrent Investments in Similar Businesses) in an aggregate outstanding amount not to exceed the ordinary course greater of business in connection with Settlements$55,200,000 and 17.25% of Consolidated EBITDA for the most recently ended Test Period; (bb) Investments arising as a result of sale-sale and leaseback transactionstransactions permitted by Section 6.06 hereto; and (cc) Investments loans and advances to franchisees in joint ventures the ordinary course of business (A) in connection with the sale of Franchise Rights or (B) to provide working capital to franchisees; provided that (i) such loans and Unrestricted Subsidiaries advances in an excess of $750,000 individually shall be evidenced by promissory notes and any such promissory notes shall be pledged to the Collateral Agent to the extent required by the Security Documents and (ii) the aggregate outstanding principal amount outstanding at any time of such loans and advances made in reliance on this clause (cc) shall not to exceed the greater of $200,000,000 and 20.0% of Consolidated EBITDA 11,500,000 for the most recently ended Test Period at any time. Notwithstanding anything to the contrary in this Section 6.04, other than by virtue of the sale of the Equity Interests of, or all or substantially all of the assets of, one or more Subsidiaries in a transaction not prohibited by this Agreement, no Material Intellectual Property (except for non-exclusive leases or non-exclusive licenses with respect thereto) as of such timethe Effective Date owned by any Loan Party or any interest in any Franchise Agreement may be contributed and/or assigned as an Investment or otherwise transferred to any non-Loan Party.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower Company will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, make or hold permit any InvestmentAcquisition, make or permit to exist any loans or advances to any other Person, Guarantee any obligations of any other Person, or make or permit to exist any investment or any other interest in any other Person, except: (a) Permitted Investments at Investments; (b) investments by the time such Permitted Investment is Company existing on the Effective Date in the capital stock of its Subsidiaries; (c) loans, capital contributions or advances made by the Company to any Subsidiary and purchases of assets made by any Subsidiary to the Company or any other Subsidiary, to the extent made in the ordinary course of business consistent with past practice; (b) loans, advances and other credit extensions to officers, members of the Board of Directors and employees of the Borrower and its Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation (including moving expenses and costs of replacement homes), business machines or supplies, automobiles and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower (or any direct or indirect parent thereof) (provided that 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 under this clause (iii) at any time not to exceed the greater of $100,000,000 and 10.0% of Consolidated EBITDA for the most recently ended Test Period as of such time; (c) Investments by the Borrower in any Restricted Subsidiary and Investments by any Restricted Subsidiary in any of the Borrower or any other Restricted Subsidiary; provided that, in the case of any Investment by a Loan Party in a Restricted Subsidiary that is not a Loan Party, no Event of Default shall have occurred and be continuing or would result therefrompractices; (d) Investments consisting Guarantees constituting Indebtedness permitted by Section 6.01; (e) Guarantees of the Company or any Subsidiary in respect of obligations (iother than obligations constituting Indebtedness) extensions of trade credit and accommodation guarantees the Company or any Subsidiary, made in the ordinary course of business and (ii) loans and advances to customers; provided that the aggregate principal amount of such loans and advances outstanding under this clause (ii) at any time shall not exceed the greater of $25,000,000 and 2.5% of Consolidated EBITDA for the most recently ended Test Period as of such time; (e) Investments (i) existing or contemplated on the Closing Date and set forth on Schedule 7.04(e) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) Investments existing on the Closing Date by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary and any modification, renewal or extension thereof; provided that the amount of the original Investment is not increased except by the terms of such Investment to the extent as set forth on Schedule 7.04(e) or as otherwise permitted by this Section 7.04consistent with past practices; (f) Investments advances to officers, directors and employees of the Company for travel, entertainment, relocation and analogous ordinary business purposes in Swap Agreements incurred in the ordinary course of business and an aggregate amount not for speculative purposesto exceed $1,000,000 at any time outstanding; (g) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (h) Permitted Acquisitions; (i) the Transactions; (j) Investments investments consisting of extensions of credit in the ordinary course nature of business consisting accounts receivable or notes receivable arising from the grant of Uniform Commercial Code Article 3 endorsements for collection or deposit and Uniform Commercial Code Article 4 customary trade arrangements with customers credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (kh) Investments (including debt obligations and Equity Interests) received investments in connection with the 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; Joint Ventures; provided that (i) loans and advances to no Default or Event of Default is in existence at the Borrower (time thereof or any direct or indirect parent thereof) (x) in lieu of, and not in excess of the amount of (would exist after giving effect to any other loansthereto, advances or Restricted Payments in respect thereof), Restricted Payments to the extent permitted to be made to the Borrower (or such parent) in accordance with Section 7.07(a) and (y) to the extent the proceeds thereof are contributed or loaned or advanced to another Restricted Subsidiary and (ii) Investments or Guarantees with respect to any direct or indirect parent of the Borrower that could otherwise be made as Company is in compliance on a Restricted Payment under Section 7.07, so long as the amount of such Investment or Guarantee is deducted from the amount available to be made as a Restricted Payment under the applicable clause of Section 7.07; (m) additional Investments and other acquisitions; provided that at the time any such Investment or other acquisition is made, the aggregate outstanding amount of such Investment or acquisition made in reliance on this clause (m), together with the aggregate amount of all consideration paid in connection with all other Investments and acquisitions made in reliance on this clause (m) (including the aggregate principal amount of all Indebtedness assumed in connection with any such other Investment or acquisition previously made under this clause (m)), shall not exceed the sum of (A) the greater of $500,000,000 and 50.0% of Consolidated EBITDA for the most recently ended Test Period pro forma basis after giving Pro Forma Effect effect to the making of such Investment or other acquisitioninvestment, plus with the covenants set forth in Section 6.12 and Section 6.13 and (Biii) the Available Equity Amount that aggregate amount of investments in Joint Ventures shall not exceed $20,000,000 outstanding at any time; and (i) Acquisitions, subject to satisfaction of the following conditions: i. no Default or Event of Default is Not Otherwise Applied as in effect immediately prior to existence at the time of making the consummation of such Investment;the proposed Acquisition or would exist after giving effect thereto, (n) advances of payroll payments to employees ii. all representations and warranties contained in this Agreement and in the ordinary course of business; (o) Investments other Loan Documents shall be true and other acquisitions to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower (or any direct or indirect parent thereof); (p) Investments of a Subsidiary acquired after the Closing Date or of a Person merged or consolidated with any Subsidiary correct in accordance with this Section 7.04 and Section 7.03 after the Closing Date or that otherwise becomes a Subsidiary (provided that if such Investment is made under Section 7.04(h), existing Investments in subsidiaries of such Subsidiary or Person shall comply all material respects with the requirements same effect as though such representations and warranties were made on and as of Section 7.04(h)) 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; proposed Acquisition (q) receivables owing to the Borrower or any Restricted Subsidiary, if created or acquired in the ordinary course of business; (r) Investments (A) for utilities, security deposits, leases and similar prepaid expenses incurred in the ordinary course of business and (B) trade accounts created, or prepaid expenses accrued, in the ordinary course of business; (s) non-cash Investments in connection with tax planning and reorganization activities; provided that after giving effect to any such activities, the security interests of the Lenders in the Collateral, taken as a whole, would not be materially impaired; (t) additional Investments so long as at the time of any such Investment both before and after giving effect thereto, the Payment Conditions are met; (u) Investments consisting of Indebtedness, Liens, fundamental changes, Dispositions and Restricted Payments permitted (other than by reference to this Section 7.04(v)) under Sections 7.01, 7.02, 7.03, 7.05 and 7.07, respectively; (v) contributions to a “rabbi” trust for the benefit of employees, directors, consultants, independent contractors or other service providers or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Borrower; (w) except to the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases, acquisitions, licenses or leases of other assets, Intellectual Property, or other rights, in each case in the ordinary course of business; (x) any Investment in any Subsidiary or any joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business; (y) Investments by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”; (z) Investments in or relating limited to a Securitization Subsidiary that, in the good faith determination of the Borrower are necessary specific prior date or advisable to effect any Qualified Securitization Facility or any repurchase obligation in connection therewith, including, without limitation, Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Securitization Facilities or any related Indebtedness; (aa) Investments in the ordinary course of business in connection with Settlements; (bb) Investments arising incorrect as a result of sale-leaseback transactions; and transactions permitted under the Loan Documents, iii. the proposed Acquisition is not a hostile or contested Acquisition and is not opposed by the board of directors (ccor equivalent governing body) Investments in joint ventures and Unrestricted Subsidiaries in an aggregate principal amount outstanding at any time not to exceed of the greater of $200,000,000 and 20.0% of Consolidated EBITDA for Person being acquired or the most recently ended Test Period as of such time.Person transferring the subject business unit or ongoing business,

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, make or hold any Investment, except: (a) Permitted Investments at the time such Permitted Investment is made and purchases of assets in the ordinary course of business consistent with past practice; (b) loans, loans or advances and other credit extensions to officers, members of the Board of Directors and employees of the Borrower and its Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation (including moving expenses and costs of replacement homes), business machines or supplies, automobiles and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower (or any direct or indirect parent thereof) (provided that the amount of such loans and advances made in cash to such Person shall be immediately contributed to the Lead Borrower in cash as common equity or Qualified Equity InterestsInterests and shall not increase the Available Equity Amount or constitute Aggregate Cure Amounts) and (iii) for purposes not described in the foregoing clauses (i) and (ii), in an aggregate principal amount outstanding under at any time in reliance on this clause (iii) at any time not to exceed the greater of $100,000,000 and 10.0% of Consolidated EBITDA 17,250,000 for the most recently ended Test Period as of such time; (c) Investments by the any Borrower or Subsidiary in any Restricted Subsidiary and Borrower or Subsidiary; provided, that (i) Investments by any Restricted Subsidiary Loan Parties in any of the Borrower or any other Restricted Subsidiary; provided that, in the case of any Investment by Subsidiaries that are not a Loan Party in a Restricted Subsidiary that is not a Loan Party, no Event of Default shall have occurred and be continuing or would result therefrom; (d) Investments consisting of (i) extensions of trade credit and accommodation guarantees in the ordinary course of business and (ii) loans and advances to customers; provided that the aggregate principal amount of such loans and advances outstanding under this clause (ii) at any time shall not exceed an aggregate outstanding amount of the greater of $25,000,000 18,400,000 and 2.55.75% of Consolidated EBITDA for the most recently ended Test Period as of such time; (e) Investments (i) existing or contemplated on the Closing Date and set forth on Schedule 7.04(e) and any modification, replacement, renewal, reinvestment or extension thereof ; and (ii) prior to Payment in Full of Badcock Obligations, Investments existing on the Closing Date by the any Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary and any modification, renewal or extension thereof; provided that the amount of the original Investment is not increased except by the terms of such Investment to the extent as set forth on Schedule 7.04(e) or as otherwise permitted by this Section 7.04; (f) Investments in Swap Agreements incurred in the ordinary course of business and not for speculative purposes; (g) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (h) Permitted Acquisitions; (i) the Transactions; (j) Investments 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 in the ordinary course of business; (k) Investments (including debt obligations and Equity Interests) received in connection with the 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; (i) loans and advances to the Borrower (or any direct or indirect parent thereof) (xthan Badcock) in lieu of, and Badcock pursuant to this clause (c) shall not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof), Restricted Payments to the extent permitted to be made to the Borrower (or such parent) in accordance with Section 7.07(a) and (y) to the extent the proceeds thereof are contributed or loaned or advanced to another Restricted Subsidiary and (ii) Investments or Guarantees with respect to any direct or indirect parent of the Borrower that could otherwise be made as a Restricted Payment under Section 7.07, so long as the amount of such Investment or Guarantee is deducted from the amount available to be made as a Restricted Payment under the applicable clause of Section 7.07; (m) additional Investments and other acquisitions; provided that at the time any such Investment or other acquisition is made, the exceed an aggregate outstanding amount of such Investment or acquisition made in reliance on this clause (m), together with the aggregate amount of all consideration paid in connection with all other Investments and acquisitions made in reliance on this clause (m) (including the aggregate principal amount of all Indebtedness assumed in connection with any such other Investment or acquisition previously made under this clause (m)), shall not exceed equal to the sum of (A) the greater of $500,000,000 and 50.0% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Investment or other acquisition, 28,750,000 plus (B) the Available Equity Amount (assuming that is Not Otherwise Applied as each reference in effect immediately prior such definition to “Effective Date” refers to the time of making of such Investment; (n) advances of payroll payments to employees in the ordinary course of business; (o) Investments and other acquisitions to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower (or any direct or indirect parent thereof“First Amendment Effective Date”); (p) Investments of a Subsidiary acquired after the Closing Date or of a Person merged or consolidated with any Subsidiary in accordance with this Section 7.04 and Section 7.03 after the Closing Date or that otherwise becomes a Subsidiary (provided that if such Investment is made under Section 7.04(h), existing Investments in subsidiaries of such Subsidiary or Person shall comply with the requirements of Section 7.04(h)) 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; (q) receivables owing to the Borrower or any Restricted Subsidiary, if created or acquired in the ordinary course of business; (r) Investments (A) for utilities, security deposits, leases and similar prepaid expenses incurred in the ordinary course of business and (B) trade accounts created, or prepaid expenses accrued, in the ordinary course of business; (s) non-cash Investments in connection with tax planning and reorganization activities; provided that after giving effect to any such activities, the security interests of the Lenders in the Collateral, taken as a whole, would not be materially impaired; (t) additional Investments so long as at the time of any such Investment and after giving effect thereto, the Payment Conditions are met; (u) Investments consisting of Indebtedness, Liens, fundamental changes, Dispositions and Restricted Payments permitted (other than by reference to this Section 7.04(v)) under Sections 7.01, 7.02, 7.03, 7.05 and 7.07, respectively; (v) contributions to a “rabbi” trust for the benefit of employees, directors, consultants, independent contractors or other service providers or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Borrower; (w) to the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases, acquisitions, licenses or leases of other assets, Intellectual Property, or other rights, in each case in the ordinary course of business; (x) any Investment in any Subsidiary or any joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business; (y) Investments by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”; (z) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Qualified Securitization Facility or any repurchase obligation in connection therewith, including, without limitation, Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Securitization Facilities or any related Indebtedness; (aa) Investments in the ordinary course of business in connection with Settlements; (bb) Investments arising as a result of sale-leaseback transactions; and (cc) Investments in joint ventures and Unrestricted Subsidiaries in an aggregate principal amount outstanding at any time not to exceed the greater of $200,000,000 and 20.0% of Consolidated EBITDA for the most recently ended Test Period as of such time.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will not, and nor will not it permit any of its Restricted Subsidiary Subsidiaries to, make or hold any Investment, except: : (a) Permitted Investments in cash and Investments that are, at the time such Permitted Investment is made and purchases of assets made, Investments in the ordinary course of business consistent with past practice; Cash Equivalents; (b) loansloans or advances to present or former officers, advances and other credit extensions to officersdirectors, managers, members of the Board of Directors management, consultants, independent contractors and employees of any Parent Entity, the Borrower and its the Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation (including moving expenses and costs of replacement homes), business machines or supplies, automobiles and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower in Holdings (or any direct or indirect parent thereofother Parent Entity) (provided that the amount of such loans and advances made in cash to such Person shall be substantially contemporaneously used to purchase such Equity Interests and the proceeds of such loans and advances shall be substantially contemporaneously contributed to the Borrower in cash as common equity or Qualified Equity Interests as consideration for the purchase of such Equity Interests) and (iii) for purposes not described in the foregoing clauses (i) and (ii); provided that at the time of incurrence thereof and after giving pro forma effect thereto, in an the aggregate principal amount of all loans and advances then outstanding under and made in reliance on this clause (iii) at any time shall not to exceed the greater of (x) $100,000,000 5,000,000 and 10.0(y) 7.5% of Consolidated Cash EBITDA for the Test Period most recently ended Test Period on or prior to such date of incurrence (measured as of the date such time; incurrence based upon the financial statements most recently delivered (or required to have been delivered) on or prior to such date pursuant to Section 5.01(a) or(b)); provided further that, during thea Suspension Period, at the time of incurrence thereof and after giving pro forma effect thereto, the aggregate principal amount of allno loans and, advances then outstanding andor other Investments shall be made in reliance on clause (i) or (iii), in the aggregate, shall not exceed $2,500,000; 193 #97964454v4 #97964454v11 (c) Investments (i) by the Borrower in any Restricted Subsidiary and Investments by or any Restricted Subsidiary in any of Loan Party (other than Holdings), (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party and (iii) after theif, and for so long as, a Suspension Period has endedis not then in effect, by the Borrower or any other Restricted SubsidiarySubsidiary that is a Loan Party in any Restricted Subsidiary that is not a Loan Party (A) in connection with any series of substantially concurrent transactions that result in the proceeds of the intercompany Investments ultimately being invested in (or distributed to) the Borrower or a Restricted Subsidiary that is a Loan Party, (B) in connection with reorganizations and related activities related to tax planning; provided that either (1) such reorganizations or related activities are contemplated as of the Effective Date or (2) after giving pro forma effect to any such reorganization and related activities, the value of the Collateral, taken as a whole, and the value of the guarantees, taken as a whole, are not materially impaired (it being understood that the contribution of Equity Interests of any Foreign Subsidiary or FSHCO to a newly created Foreign Subsidiary or FSHCO shall be permitted without restriction), and (C) in addition to Investments made pursuant to the foregoing clauses (A) and (B), Investments (valued at the Fair Market Value of such Investments at the time such Investment is made) in an aggregate amount, measured at the time such Investment is made and after giving pro forma effect to such Investment, equal to the sum of (I) the greater of (x)not to exceed $10,000,000 and (y) 10.0% of Consolidated Cash EBITDA for the Test Period most recently ended on or prior to the date of such Investment (measured as of the date such Investment based upon the financial statements most recently delivered (or required to have been delivered) on or prior to such date pursuant to Section 5.01(a) or (b)), (II) the Available Equity Amount at such time that is Not Otherwise Applied (for the avoidance of doubt, no Investment shall be made in reliance on the Available Equity Amount during the Suspension Period) and (III) the Available Amount at such time that is Not Otherwise Applied (for the avoidance of doubt, no transaction shall be made in reliance on the Available Amount during the Suspension Period)in the aggregate during the term of this Agreement; provided that, in the case of any Investment by a Loan Party in a Restricted Subsidiary that is not a Loan Partythis clause (IIIiii), (x) no Event of Default shall have has occurred and be is continuing (or would result therefrom; occur after giving pro forma effect to such action) and (y) after giving pro forma effect to such Investment on a pro forma basis as of the last day of the Test Period most recently ended on or prior to such date of such Investment (measured as of the date such Investment is made based upon the financial statements most recently delivered (or required to have been delivered) on or prior to such date pursuant to Section 5.01(a) or (b)), the Total Net Cash Leverage Ratio is less than or equal to 7.002.00:1.00 (for the avoidance of doubt, no transaction shall be made in reliance on this clause (c)(iii) during thea Suspension Period); (d) Investments consisting of deposits, prepayments and/or other credits to suppliers in the ordinary course of business; (ie) Investments consisting of extensions of trade credit and accommodation guarantees in the ordinary course of business and or consistent with past practice; (ii) loans and advances to customers; provided that the aggregate principal amount of such loans and advances outstanding under this clause (ii) at any time shall not exceed the greater of $25,000,000 and 2.5% of Consolidated EBITDA for the most recently ended Test Period as of such time; (ef) Investments (i) existing or contemplated on the Closing Effective Date and set forth on Schedule 7.04(e) and any modification, replacement, renewal, reinvestment or extension thereof and or (ii) Investments existing contemplated on the Closing Effective Date by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary and any modification, renewal replacement, renewal, reinvestment or extension thereof,; provided that the amount of the original Investment original(x) Investments shall only be permitted under this clause (f) is not increased except by the terms of such Investment to the extent as extent, if applicable, set forth on Schedule 7.04(e6.04(f) or as otherwise permitted by this Section 7.04; 6.04, provided that (x) Investments in an amount in excess of $2,500,000 shall only be permitted under clause (f)(ii) if set forth on Schedule 6.04(f) and (y) the 194 #97964454v4 #97964454v11 amount of the original Investment permitted under this clause (f) is not increased except by the terms of such Investment to the extent, if applicable, set forth on Schedule 6.04(f) or as otherwise permitted by this Section 6.04; (g) Investments in Swap Agreements incurred in the ordinary course of business and not for speculative purposes; permitted under Section 6.01; (gh) promissory notes and other Investments (including non-cash consideration consideration) received in connection with Dispositions permitted by Section 7.05; 6.05; (hi) Permitted Acquisitions; ; provided that the aggregate amount of Acquisition Consideration for all Permitted Acquisitions made or provided by the Borrower or any Loan Party during a Suspension Period shall not exceed $0; provided further, that the aggregate amount of Acquisition Consideration relating to all such Permitted Acquisitions made or provided by the Borrower or any Loan Party to acquire any Restricted Subsidiary that does not become a Loan Party or merge, consolidate or amalgamate into the Borrower or a Loan Party or any assets that shall not, immediately after giving pro forma effect to such Permitted Acquisition, be owned by the Borrower or a Loan Party, shall not exceed (a) during thea Suspension Period, $0 (for the avoidance of doubt, no such Permitted Acquisition shall be made in reliance on this clause 6.04(i) during thea Suspension Period) and (b) after theif, and for so long as, a Suspension Period has endedis not then in effect, an aggregate amount, measured at the time such Investment is made and after giving pro forma effect to such Investment, equal to the sum of (i) the Transactions; greater of (I) $12,500,000 and (II) 25.0% of Consolidated Cash EBITDA for the Test Period most recently ended on or prior to the date of such Investment or acquisition (measured as of the date such Investment or acquisition based upon the financial statements most recently delivered (or required to have been delivered) on or prior to such date pursuant to Section 5.01(a) or (b)), (ii) the Available Equity Amount at such time that is Not Otherwise Applied (for the avoidance of doubt, no acquisition shall be made in reliance on the Available Equity Amount during the Suspension Period) and (iii) the Available Amount at such time that is Not Otherwise Applied (for the avoidance of doubt, no transaction shall be made in reliance on the Available Amount during the Suspension Period); provided that, in the case of; provided that, with respect to all Permitted Acquisitions made in reliance on this clause (iiii), (x) no Event of Default has occurred and is continuing (or would occur after giving pro forma effect to such action) and (y) after giving pro forma effect to such Investment on a pro forma basis as of the last day of the Test Period most recently ended on or prior to such date of such Investment (measured as of the date such Investment is made based upon the financial statements most recently delivered (or required to have been delivered) on or prior to such date pursuant to Section 5.01(a) or (b)), the Total Net Cash Leverage Ratio is less than or equal to 7.002.25:1.00; (j) obligations with respect to Guarantees provided by Holdings, the Borrower or any Restricted Subsidiary in respect of leases (other than Financing Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business or consistent with past practice; (k) Investments in the ordinary course of business or consistent with past practice consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit and Uniform Commercial Code Article 4 customary trade arrangements with customers in the ordinary course of business; customers; (kl) Investments (including debt obligations and Equity Interests) (i) received in connection with the bankruptcy or reorganization of suppliers and customers customers, from financially troubled account debtors 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; (i) loans and advances to the Borrower (or any direct or indirect parent thereof) (x) 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 to the extent permitted to be made to the Borrower (or such parent) in accordance with Section 7.07(a) and (y) to the extent the proceeds thereof are contributed or loaned or advanced to another Restricted Subsidiary and (ii) Investments or Guarantees with respect to any direct or indirect parent of the Borrower that could otherwise be made as a Restricted Payment under Section 7.07, so long as the amount of such Investment or Guarantee is deducted from the amount available to be made as a Restricted Payment under the applicable clause of Section 7.07; (m) additional Investments and other acquisitions; provided that at the time any such Investment or other acquisition is made, the aggregate outstanding amount of such Investment or acquisition made in reliance on this clause (m), together with the aggregate amount of all consideration paid in connection with all other Investments and acquisitions made in reliance on this clause (m) (including the aggregate principal amount of all Indebtedness assumed in connection with any such other Investment or acquisition previously made under this clause (m)), shall not exceed the sum of (A) the greater of $500,000,000 and 50.0% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Investment or other acquisition, plus (B) the Available Equity Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment; (n) advances of payroll payments to employees in the ordinary course of business; (o) Investments and other acquisitions to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower (or any direct or indirect parent thereof); (p) Investments of a Subsidiary acquired after the Closing Date or of a Person merged or consolidated with any Subsidiary in accordance with this Section 7.04 and Section 7.03 after the Closing Date or that otherwise becomes a Subsidiary (provided that if such Investment is made under Section 7.04(h), existing Investments in subsidiaries of such Subsidiary or Person shall comply with the requirements of Section 7.04(h)) 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; (q) receivables owing to the Borrower or any Restricted Subsidiary, if created or acquired in the ordinary course of business; (r) Investments (A) for utilities, security deposits, leases and similar prepaid expenses incurred in the ordinary course of business and (B) trade accounts created, or prepaid expenses accrued, in the ordinary course of business; (s) non-cash Investments in connection with tax planning and reorganization activities; provided that after giving effect to any such activities, the security interests of the Lenders in the Collateral, taken as a whole, would not be materially impaired; (t) additional Investments so long as at the time of any such Investment and after giving effect thereto, the Payment Conditions are met; (u) Investments consisting of Indebtedness, Liens, fundamental changes, Dispositions and Restricted Payments permitted (other than by reference to this Section 7.04(v)) under Sections 7.01, 7.02, 7.03, 7.05 and 7.07, respectively; (v) contributions to a “rabbi” trust for the benefit of employees, directors, consultants, independent contractors or other service providers or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Borrower; (w) to the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases, acquisitions, licenses or leases of other assets, Intellectual Property, or other rights, in each case in the ordinary course of business; (x) any Investment in any Subsidiary or any joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business; (y) Investments by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”; (z) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Qualified Securitization Facility or any repurchase obligation in connection therewith, including, without limitation, Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Securitization Facilities or any related Indebtedness; (aa) Investments in the ordinary course of business in connection with Settlements; (bb) Investments arising as a result of sale-leaseback transactions; and (cc) Investments in joint ventures and Unrestricted Subsidiaries in an aggregate principal amount outstanding at any time not to exceed the greater of $200,000,000 and 20.0% of Consolidated EBITDA for the most recently ended Test Period as of such time.any

Investments, Loans, Advances, Guarantees and Acquisitions. (a) The Borrower will shall not, and will not nor shall it permit any Restricted Subsidiary of its Material Subsidiaries to, make or hold permit to remain outstanding any Investment, except: (a) Permitted Investments at the time such Permitted Investment is made and purchases of assets in the ordinary course of business consistent with past practice; (b) loans, advances and other credit extensions to officers, members of the Board of Directors and employees of the Borrower and its Restricted Subsidiaries except (i) for reasonable Investments outstanding on the date hereof and customary business-related travel, entertainment, relocation (including moving expenses and costs identified in Part B of replacement homes), business machines or supplies, automobiles and analogous ordinary business purposesSchedule 3.06, (ii) in connection operating deposit accounts with such Person’s purchase of Equity Interests of the Borrower (or any direct or indirect parent thereof) (provided that 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 banks, (iii) for purposes not described in the foregoing clauses Permitted Investments, (i) and (ii), in an aggregate principal amount outstanding under this clause (iii) at any time not to exceed the greater of $100,000,000 and 10.0% of Consolidated EBITDA for the most recently ended Test Period as of such time; (civ) Investments by the Borrower and its Material Subsidiaries in their respective Subsidiaries, (v) Hedging Agreements, provided that when entering into any Restricted Subsidiary Hedging Agreement that at the time has, or at any time in the future may give rise to, any credit exposure, the aggregate credit exposure under all Hedging Agreements shall not exceed $25,000,000, (vi) Investments of Insurance Subsidiaries not prohibited by clause (b) of this Section 6.04, (vii) Permitted Acquisitions, and Investments (viii) loans advanced by any Restricted Subsidiary in any of the Borrower and its Material Subsidiaries to State Auto Mutual and its subsidiaries (that are not the Borrower or any other Restricted Subsidiary; provided that, in the case of any Investment by a Loan Party in a Restricted Subsidiary that is not a Loan Party, no Event of Default shall have occurred and be continuing or would result therefrom; (dits Subsidiaries) Investments consisting of (i) extensions of trade credit and accommodation guarantees in the ordinary course of business and (ii) loans and advances to customers; provided that so long as the aggregate unpaid principal amount balance of all such loans and advances outstanding under this clause (iiviii) does not at any time exceed $75,000,000. (b) The Borrower shall not exceed the greater of $25,000,000 and 2.5% of Consolidated EBITDA for the most recently ended Test Period as of such time; (e) Investments (i) existing or contemplated permit any Insurance Subsidiary to make any Investment if, on the Closing Date and set forth on Schedule 7.04(e) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) Investments existing on the Closing Date by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary and any modification, renewal or extension thereof; provided that the amount date of the original Investment is not increased except by the terms of such Investment to the extent as set forth on Schedule 7.04(e) or as otherwise permitted by this Section 7.04; (f) Investments in Swap Agreements incurred in the ordinary course of business and not for speculative purposes; (g) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (h) Permitted Acquisitions; (i) the Transactions; (j) Investments 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 in the ordinary course of business; (k) Investments (including debt obligations and Equity Interests) received in connection with the 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; (i) loans and advances to the Borrower (or any direct or indirect parent thereof) (x) 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 to the extent permitted to be made to the Borrower (or such parent) in accordance with Section 7.07(a) and (y) to the extent the proceeds thereof are contributed or loaned or advanced to another Restricted Subsidiary and (ii) Investments or Guarantees with respect to any direct or indirect parent of the Borrower that could otherwise be made as a Restricted Payment under Section 7.07, so long as the amount of such Investment or Guarantee is deducted from the amount available to be made as a Restricted Payment under the applicable clause of Section 7.07; (m) additional Investments and other acquisitions; provided that at the time any such Investment or other acquisition is made, the aggregate outstanding amount of such Investment or acquisition made in reliance on this clause (m), together with the aggregate amount of all consideration paid in connection with all other Investments and acquisitions made in reliance on this clause (m) (including the aggregate principal amount of all Indebtedness assumed in connection with any such other Investment or acquisition previously made under this clause (m)), shall not exceed the sum of (A) the greater of $500,000,000 and 50.0% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Investment or other acquisition, plus (B) the Available Equity Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment; (n) advances of payroll payments to employees in the ordinary course of business; (o) Investments and other acquisitions to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower (or any direct or indirect parent thereof); (p) Investments of a Subsidiary acquired after the Closing Date or of a Person merged or consolidated with any Subsidiary in accordance with this Section 7.04 and Section 7.03 after the Closing Date or that otherwise becomes a Subsidiary (provided that if which such Investment is made under Section 7.04(h), existing Investments in subsidiaries of such Subsidiary or Person shall comply with the requirements of Section 7.04(h)) 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; (q) receivables owing to the Borrower or any Restricted Subsidiary, if created or acquired in the ordinary course of business; (r) Investments (A) for utilities, security deposits, leases and similar prepaid expenses incurred in the ordinary course of business and (B) trade accounts created, or prepaid expenses accrued, in the ordinary course of business; (s) non-cash Investments in connection with tax planning and reorganization activities; provided that after giving effect to any such activities, the security interests of the Lenders in the Collateral, taken as a whole, would not be materially impaired; (t) additional Investments so long as at the time of any such Investment and after giving effect thereto, the Payment Conditions are met; (u) aggregate value of Investments consisting of Indebtedness, Liens, fundamental changes, Dispositions and Restricted Payments permitted (other than equity Investments) held by reference to such Insurance Subsidiary that are rated lower than “2” by the NAIC or are not rated by the NAIC would exceed 5% of the value of total invested assets. As used in this Section 7.04(v)) under Sections 7.016.04, 7.02, 7.03, 7.05 and 7.07, respectively; (v) contributions the “value” of an Investment refers to a “rabbi” trust for the benefit value of employees, directors, consultants, independent contractors or other service providers or other grantor trust subject to claims of creditors in such Investment that would be shown on the case of a bankruptcy most recent Statutory Statement of the Borrower; (w) to the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases, acquisitions, licenses or leases of other assets, Intellectual Property, or other rights, relevant Insurance Subsidiary prepared in each case in the ordinary course of business; (x) any Investment in any Subsidiary or any joint venture in connection accordance with intercompany cash management arrangements or related activities arising in the ordinary course of business; (y) Investments by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”; (z) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Qualified Securitization Facility or any repurchase obligation in connection therewith, including, without limitation, Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Securitization Facilities or any related Indebtedness; (aa) Investments in the ordinary course of business in connection with Settlements; (bb) Investments arising as a result of sale-leaseback transactions; and (cc) Investments in joint ventures and Unrestricted Subsidiaries in an aggregate principal amount outstanding at any time not to exceed the greater of $200,000,000 and 20.0% of Consolidated EBITDA for the most recently ended Test Period as of such timeSAP.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will not, and nor will not the Borrower permit any Restricted Subsidiary to, make or hold any Investment, except: (a) Permitted Investments at the time such Permitted Investment is made and purchases of assets in the ordinary course of business consistent with past practicecash; (b) loans, advances and investments constituting the purchase or other credit extensions to officers, members acquisition (in one transaction or a series of related transactions) of all or substantially all of the Board property and assets or business of Directors and employees any Person or of assets constituting a business unit, a line of business or division of such Person, or the Equity Interests in a Person that, upon the consummation thereof, will be a Restricted Subsidiary if, after giving effect thereto on a Pro Forma Basis, the Borrower and its Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation (including moving expenses and costs of replacement homes), business machines or supplies, automobiles and analogous ordinary business purposes, (ii) would be in connection compliance with such Person’s purchase of Equity Interests of the Borrower (or any direct or indirect parent thereof) (Section 6.13; provided that the aggregate amount of cash consideration paid in respect of such investments (including in the form of loans and or advances made in cash to Restricted Subsidiaries that are not Loan Parties) by Loan Parties involving the acquisition of Restricted Subsidiaries that do not become Loan Parties shall not, at the time such Person shall investment is made and after giving effect thereto, cause the Non-Guarantor Investment Basket to be contributed exceeded (except, for the avoidance of doubt, to the Borrower extent of the available amount under any other basket or ratio incurrence test in cash as common equity or Qualified Equity Interests) and (iii) for purposes not described in another clause of this Section 6.04 which is utilized to permit such investment); provided that, to the foregoing clauses (i) and (ii)extent such Restricted Subsidiaries do become Loan Parties, in an the aggregate principal amount outstanding under in reliance on this clause (iiib) at any time not to exceed shall be reduced by the greater of $100,000,000 and 10.0% of Consolidated EBITDA for the most recently ended Test Period as of such timeamount initially utilized; (c) Investments by the Borrower in any Restricted Subsidiary and Investments by any Restricted Subsidiary in any of the Borrower or any other Restricted Subsidiary; provided that, in the case of any Investment by a Loan Party in a Restricted Subsidiary that is not a Loan Party, no Event of Default shall have occurred and be continuing or would result therefrom[reserved]; (d) Investments consisting of (i) extensions of trade credit and accommodation guarantees in existing on the ordinary course of business and (ii) loans and advances Effective Date or arising after the Effective Date but on or prior to customers; provided that the aggregate principal amount of such loans and advances outstanding under this clause (ii) at any time shall not exceed the greater of $25,000,000 and 2.5% of Consolidated EBITDA for the most recently ended Test Period as of such time; (e) Investments (i) existing or contemplated on the Closing Date and set forth on Schedule 7.04(e) and any modification, replacement, renewal, reinvestment (or extension thereof and (ii) Investments existing on in the Closing Date case of replacement guarantees to be provided by the Borrower in lieu of previously existing Xxxxxx parent guarantees or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary and any modification, renewal or extension thereof; provided that the amount of the original Investment is not increased except by the terms of such Investment to the extent as set forth on Schedule 7.04(e) or as otherwise permitted by this Section 7.04; (f) Investments in Swap Agreements incurred in the ordinary course of business and not for speculative purposes; (g) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (h) Permitted Acquisitions; (i) the Transactions; (j) Investments 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 in the ordinary course of business; (k) Investments (including debt obligations and Equity Interests) received in connection with the 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; (i) loans and advances novation to the Borrower (or any direct or indirect parent thereof) (x) 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 to the extent permitted to be made to the Borrower (or such parent) in accordance with Section 7.07(a) and (y) to the extent the proceeds thereof are contributed or loaned or advanced to another Restricted Subsidiary and (ii) Investments or Guarantees with respect to any direct or indirect parent of the Borrower that could otherwise be made as a Restricted Payment under Section 7.07, so long as the amount of such Investment or Guarantee is deducted from the amount available to be made as a Restricted Payment under the applicable clause of Section 7.07; (m) additional Investments and other acquisitions; provided that at the time any such Investment or other acquisition is made, the aggregate outstanding amount of such Investment or acquisition made in reliance on this clause (m), together with the aggregate amount of all consideration paid in connection with all other Investments and acquisitions made in reliance on this clause (m) (including the aggregate principal amount of all Indebtedness assumed in connection with any such other Investment or acquisition previously made under this clause (m)), shall not exceed the sum of (A) the greater of $500,000,000 and 50.0% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Investment or other acquisition, plus (B) the Available Equity Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment; (n) advances of payroll payments to employees in the ordinary course of business; (o) Investments and other acquisitions to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower (or any direct or indirect parent thereof); (p) existing Investments of a Subsidiary acquired Xxxxxx, within 90 days after the Closing Date (or of a Person merged or consolidated with any Subsidiary in accordance with this Section 7.04 and Section 7.03 after the Closing Date or that otherwise becomes a Subsidiary (provided that if such Investment is made under Section 7.04(h), existing Investments in subsidiaries of such Subsidiary or Person shall comply with the requirements of Section 7.04(h)) 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; (q) receivables owing to the Borrower or any Restricted Subsidiary, if created or acquired in the ordinary course of business; (r) Investments (A) for utilities, security deposits, leases and similar prepaid expenses incurred in the ordinary course of business and (B) trade accounts created, or prepaid expenses accrued, in the ordinary course of business; (s) non-cash Investments in connection with tax planning and reorganization activities; provided that after giving effect to any such activities, the security interests of the Lenders in the Collateral, taken longer period as a whole, would not may be materially impaired; (t) additional Investments so long as at the time of any such Investment and after giving effect thereto, the Payment Conditions are met; (u) Investments consisting of Indebtedness, Liens, fundamental changes, Dispositions and Restricted Payments permitted (other than by reference to this Section 7.04(v)) under Sections 7.01, 7.02, 7.03, 7.05 and 7.07, respectively; (v) contributions to a “rabbi” trust for the benefit of employees, directors, consultants, independent contractors or other service providers or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Borrower; (w) to the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases, acquisitions, licenses or leases of other assets, Intellectual Property, or other rights, in each case in the ordinary course of business; (x) any Investment in any Subsidiary or any joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business; (y) Investments by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”; (z) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Qualified Securitization Facility or any repurchase obligation in connection therewith, including, without limitation, Investments of funds held in accounts permitted or required reasonably agreed by the arrangements governing such Qualified Securitization Facilities or any related Indebtedness; (aa) Investments in the ordinary course of business in connection with Settlements; (bb) Investments arising as a result of sale-leaseback transactions; and (cc) Investments in joint ventures and Unrestricted Subsidiaries in an aggregate principal amount outstanding at any time not to exceed the greater of $200,000,000 and 20.0% of Consolidated EBITDA for the most recently ended Test Period as of such time.Administrative

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will not, and will not permit any Restricted Subsidiary to, and Holdings will not permit Public Sector to, make or hold any Investment, except: (a) Permitted Investments at the time such Permitted Investment is made and purchases of assets in the ordinary course of business consistent with past practice; (b) loans, loans or advances and other credit extensions to officers, members of the Board of Directors and employees of Holdings, any Intermediate Parent, the Borrower and its Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation (including moving expenses and costs of replacement homes), business machines or supplies, automobiles and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower Holdings (or any direct or indirect parent thereof) (provided that the amount of such loans and advances made in cash to such Person shall be immediately contributed to the Borrower in cash as common equity or Qualified Equity InterestsInterests and shall not increase the Available Equity Amount) and (iii) for purposes not described in the foregoing clauses (i) and (ii), in an aggregate principal amount outstanding under at any time in reliance on this clause (iii) at any time not to exceed the greater of $100,000,000 9,000,000 and 10.07.5% of Consolidated EBITDA for the most recently ended Test Period as of such time; (c) Investments by the Borrower in any Restricted Subsidiary and Investments by any Restricted Subsidiary in any of the Borrower or any other Restricted Subsidiary; provided that, other than with respect to any such Investment made in the case ordinary course of business, the aggregate outstanding amount of all Investments made pursuant to this Section 6.04(c) and Section 6.04(t) in any Investment by a Loan Party in a Restricted Subsidiary that is not a Loan Party, no Event Party shall not exceed an aggregate amount equal to the greater of Default shall have occurred $40,000,000 and be continuing or would result therefrom33.0% of Consolidated EBITDA for the most recently ended Test Period after giving effect to such Investment; (d) Investments consisting of (i) extensions of trade credit and accommodation guarantees in the ordinary course of business and (ii) loans and advances to customers; provided that the aggregate principal amount of such loans and advances outstanding under this clause (ii) at any time shall not exceed the greater of $25,000,000 and 2.5% of Consolidated EBITDA for the most recently ended Test Period as of such timebusiness; (e) Investments (i) existing or contemplated on the Closing Effective Date and set forth on Schedule 7.04(e) and any modification, replacement, renewal, reinvestment or extension thereof thereof; provided that any Investment in an amount greater than $3,500,000 shall only be permitted if set forth on Schedule 6.04(e) and (ii) Investments existing on the Closing Effective Date by the any Borrower or any Restricted Subsidiary in the any Borrower or any Restricted Subsidiary and any modification, renewal or extension thereof; provided provided, in each case, that the amount of the original Investment as of the Effective Date is not increased except by the terms of such Investment to the extent as extent, in the event such increase is in excess of $3,500,000, set forth on Schedule 7.04(e6.04(e) or as otherwise permitted by this Section 7.046.04; (f) Investments in Swap Agreements incurred (i) entered into to hedge or mitigate risks to which Holding or any of its Subsidiaries has actual exposure (other than those in respect of Equity Interests of the ordinary course Borrower or any of business and not for speculative purposesits Subsidiaries), (ii) entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Subsidiary or (iii) constituting Permitted Equity Derivatives; (g) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.056.05; (h) Permitted Acquisitions; (i) Investments in connection with the Transactions; (j) Investments 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 in the ordinary course of business; (k) Investments (including debt obligations and Equity Interests) received in connection with the 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; (il) loans and advances to the Borrower Holdings (or any direct or indirect parent thereof) (x) or any Intermediate Parent 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 to the extent permitted to be made to the Borrower Holdings (or such parent) or such Intermediate Parent in accordance with Section 7.07(a) and (y) to the extent the proceeds thereof are contributed or loaned or advanced to another Restricted Subsidiary and (ii) Investments or Guarantees with respect to any direct or indirect parent of the Borrower that could otherwise be made as a Restricted Payment under Section 7.07, so long as the amount of such Investment or Guarantee is deducted from the amount available to be made as a Restricted Payment under the applicable clause of Section 7.076.07(a); (m) additional Investments and other acquisitions; provided that at the time any such Investment or other acquisition is made, the aggregate outstanding amount of such Investment or acquisition made in reliance on this clause (m), together with the aggregate amount of all consideration paid (excluding the Net Proceeds from the issuance of such Qualified Equity Interests) in connection with all other Investments and acquisitions made in reliance on this clause (m) (including the aggregate principal amount of all Indebtedness assumed in connection with any such other Investment or acquisition previously made under this clause (m)), shall not exceed the sum of (A) (i) the greater of $500,000,000 60,000,000 and 50.045.0% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Investment or other acquisition; plus (ii) the Available General RP Capacity Amount at such time; plus (B) the Available Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment, plus (BC) the Available Equity Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment, plus (D) Investments in an aggregate outstanding amount not to exceed the portion, if any, of any unused amounts available under Section 6.07(a)(v) or 6.07(a)(xv) for Restricted Payments on the relevant date of determination that the Borrower elects to apply pursuant to this Section 6.04(m); provided that any Investment made in reliance on preceding clause (B), to the extent made using the Retained ECF Basket, shall be subject to no Event of Default having occurred and be continuing or resulting therefrom; (n) advances of payroll payments to employees in the ordinary course of business; (o) Investments and other acquisitions to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower (or any direct or indirect parent thereof); (p) Investments of a Subsidiary acquired after the Closing Effective Date or of a Person merged or consolidated with any Subsidiary in accordance with this Section 7.04 6.04 and Section 7.03 6.03 after the Closing Effective Date or that otherwise becomes a Subsidiary (provided that if such Investment is made under Section 7.04(h6.04(h), existing Investments in subsidiaries of such Subsidiary or Person shall comply with the requirements of Section 7.04(h6.04(h)) 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; (q) receivables owing to the Borrower or any Restricted Subsidiary, if created or acquired in the ordinary course of business; (r) Investments (A) for utilities, security deposits, leases and similar prepaid expenses incurred in the ordinary course of business and (B) trade accounts created, or prepaid expenses accrued, in the ordinary course of business; (s) non-cash Investments in Holdings, any Intermediate Parent, the Borrower or any Restricted Subsidiary in connection with tax planning and reorganization activities; provided that after giving effect to any such activities, the security interests of the Lenders in the Collateral, taken as a whole, would not be materially impairedTax Restructuring; (t) additional Investments so long as at the time of any such Investment and after giving effect thereto, (A) on a Pro Forma Basis, the Payment Conditions are metTotal Net Leverage Ratio is no greater than 4.00 to 1.00 and (B) no Event of Default exists or would result therefrom; provided that the aggregate outstanding amount of all Investments made pursuant to this Section 6.04(t) and Section 6.04(c) in any Restricted Subsidiary that is not a Loan Party shall not exceed an aggregate amount equal to the greater of $40,000,000 and 33.0% of Consolidated EBITDA for the most recently ended Test Period after giving effect to such Investment; provided further, that the limitation in the forgoing proviso shall not apply if, on a Pro Forma Basis, the Total Net Leverage Ratio is no greater than 3.50 to 1.00; (u) Investments consisting of Indebtedness, Liens, Liens fundamental changes, Dispositions and Restricted Payments permitted (other than by reference to this Section 7.04(v6.04(u)) under Sections 7.016.01, 7.026.02, 7.036.03, 7.05 6.05 and 7.076.07, respectively; (v) contributions to a “rabbi” trust for the benefit of employees, directors, consultants, independent contractors or other service providers or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Borrower; (w) to the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases, acquisitions, licenses or leases of other assets, Intellectual Property, or other rights, in each case in the ordinary course of business; (x) any Investment Investments in joint ventures (or in any Restricted Subsidiary or any to enable such Restricted Subsidiary to make substantially concurrent Investments in joint venture ventures) in connection with intercompany cash management arrangements or related activities arising in an aggregate outstanding amount not to exceed the ordinary course greater of business$40,000,000 and 33.0% of Consolidated EBITDA for the most recently ended Test Period; (y) Investments by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated re-designated as a Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”; (z) Investments in Unrestricted Subsidiaries (or relating in any Restricted Subsidiary to a Securitization enable such Restricted Subsidiary that, to make substantially concurrent Investments in Unrestricted Subsidiaries) in an aggregate outstanding amount not to exceed the good faith determination greater of $40,000,000 and 33.0% of Consolidated EBITDA for the Borrower are necessary or advisable to effect any Qualified Securitization Facility or any repurchase obligation in connection therewith, including, without limitation, Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Securitization Facilities or any related Indebtednessmost recently ended Test Period; (aa) Investments in Similar Businesses (or in any Restricted Subsidiary to enable such Restricted Subsidiary to make substantially concurrent Investments in Similar Businesses) in an aggregate outstanding amount not to exceed the ordinary course greater of business in connection with Settlements;$40,000,000 and 33.0% of Consolidated EBITDA for the most recently ended Test Period; and (bb) Investments arising as a result of sale-sale and leaseback transactions; and (cc) Investments transactions permitted by Section 6.06 hereto. Notwithstanding anything to the contrary in joint ventures and Unrestricted Subsidiaries in an aggregate principal amount outstanding at any time not to exceed the greater of $200,000,000 and 20.0% of Consolidated EBITDA for the most recently ended Test Period this Section 6.04, no Material Intellectual Property as of such timethe Effective Date owned by any Loan Party may be contributed and/or assigned as an Investment or otherwise transferred to any non-Loan Party.

Investments, Loans, Advances, Guarantees and Acquisitions. The Holdings and the Borrower will shall not, and will not nor shall they permit any Restricted Subsidiary to, make or hold any Investment, except: (a) Permitted Investments in cash and Cash Equivalents at the time such Permitted Investment in Cash Equivalent is made and purchases of assets in the ordinary course of business consistent with past practicemade; (b) loansloans or advances to present or former officers, advances and other credit extensions to officersdirectors, managers, members of the Board of Directors management, consultants, independent contractors and employees of Holdings and the Borrower and its Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation (including moving expenses and costs of replacement homes), business machines or supplies, automobiles and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower (or any direct or indirect parent thereof) in Holdings (provided that 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 at the time of incurrence thereof and after giving Pro Forma Effect thereto, in an the aggregate principal amount outstanding under in reliance on this clause (iii) at any time shall not to exceed the greater of (x) $100,000,000 5,000,000 and 10.0(y) 7.50% of Consolidated EBITDA for the Test Period most recently ended on or prior to such date of incurrence (measured as of the date such incurrence based upon the financial statements most recently delivered on or prior to such date pursuant to Section 5.01(a) or (b)); (c) Investments (i) by Holdings or any Restricted Subsidiary in any Loan Party, (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is also not a Loan Party and (iii) by any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that the aggregate amount of such Investments (other than any ordinary course Investments) made by Loan Parties after the Effective Date in reliance on clause (iii) of this Section 6.04(c) shall not exceed, at the time of incurrence thereof and after giving Pro Forma Effect thereto, the greater of $40,000,000 and 50.0% of Consolidated EBITDA for the most recently ended Test Period as of such time; (c) Investments by the Borrower in any Restricted Subsidiary and Investments by any Restricted Subsidiary in any of the Borrower or any other Restricted Subsidiary; provided that, in the case of any Investment by a Loan Party in a Restricted Subsidiary that is not a Loan Party, no Event of Default shall have occurred and be continuing or would result therefromPeriod; (d) Investments consisting of deposits, prepayments and/or other credits to suppliers in the ordinary course of business or consistent with past practice; (ie) Investments consisting of extensions of trade credit and accommodation guarantees in the ordinary course of business and (ii) loans and advances to customers; provided that the aggregate principal amount of such loans and advances outstanding under this clause (ii) at any time shall not exceed the greater of $25,000,000 and 2.5% of Consolidated EBITDA for the most recently ended Test Period as of such timeor consistent with past practice; (ef) Investments (i) existing or contemplated on the Closing Date and set forth on Schedule 7.04(e) date hereof and any modification, replacement, renewal, reinvestment or extension thereof thereof; provided that (i) Investments in an aggregate amount in excess of $5,000,000 shall only be permitted under this Section 6.04(f) if such Investment is set forth on Schedule 6.04(f) and (ii) contemplated Investments existing shall only be permitted under this Section 6.04(f) if such contemplated Investment is set forth on the Closing Date by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary and any modification, renewal or extension thereofSchedule 6.04(f); provided further that the amount of the original Investment is shall not be increased except by the terms of such Investment to the extent as set forth on Schedule 7.04(e6.04(f) or as otherwise permitted by this Section 7.046.04; (fg) Investments in Swap Agreements incurred in the ordinary course of business and not for speculative purposespermitted under Section 6.01; (gh) promissory notes and other Investments (including non-cash consideration consideration) received in connection with Dispositions permitted by Section 7.056.05; (hi) Permitted Acquisitions; (i) the Transactions; (j) Investments obligations with respect to Guarantees provided by Holdings or any Restricted Subsidiary in the ordinary course respect of business consisting leases (other than Capitalized Leases) or of Uniform Commercial Code Article 3 endorsements for collection or deposit and Uniform Commercial Code Article 4 customary trade arrangements with customers other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business; (k) Investments in the ordinary course of business or consistent with past practice consisting of endorsements for collection or deposit and customary trade arrangements with customers; (l) Investments (including debt obligations and Equity Interests) (i) received in connection with the bankruptcy or reorganization of suppliers and customers customers, from financially troubled account debtors 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; (i) loans and advances to the Borrower (or any direct or indirect parent thereof) (x) 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 to the extent permitted to be made to the Borrower (or such parent) in accordance with Section 7.07(a) and (y) to the extent the proceeds thereof are contributed or loaned or advanced to another Restricted Subsidiary and (ii) Investments in satisfaction of judgments against other Persons, (iii) as a result of a foreclosure by Holdings or Guarantees any Restricted Subsidiary with respect to any direct secured Investment or indirect parent other transfer of title with respect to any secured Investment in default and (iv) as a result of the Borrower settlement, compromise or resolution of (a) litigation, arbitration or other disputes or (b) obligations of trade creditors or customers that could otherwise be made as a were incurred in the ordinary course of business or consistent with industry practice of Holdings or any Restricted Payment under Section 7.07Subsidiary, so long as including pursuant to any plan of reorganization or similar arrangement upon the amount bankruptcy or insolvency of such Investment any trade creditor or Guarantee is deducted from the amount available to be made as a Restricted Payment under the applicable clause of Section 7.07customer; (m) Investments constituting, pursuant to or in connection with Repurchase Obligations; (n) additional Investments and other acquisitions; provided that at the time any such Investment or other acquisition is made, the aggregate outstanding amount of such Investment or acquisition made in reliance on this clause (mn), together with (including the aggregate amount of all consideration paid in connection with all other Investments and acquisitions made in reliance on this clause (m) (including n), whether in the aggregate principal amount form of all Indebtedness assumed in connection with any such other Investment or acquisition previously made under this clause (m)otherwise), shall not exceed the sum of (AA)(i) the greater of $500,000,000 30,000,000 and 50.040.0% of Consolidated EBITDA for the most recently ended Test Period Period, plus (ii) Investments in an aggregate outstanding amount not to exceed the portion, if any, of the Restricted Payment Amount, on the relevant date of determination that the Borrower elects to apply pursuant to this clause (ii), plus (iii) Investments in an aggregate outstanding amount not to exceed the portion, if any, of the Restricted Debt Payment Amount, on the relevant date of determination that the Borrower elects to apply pursuant to this clause (iii), plus (B) the Available Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment so long as, with respect to this clause (B), no Event of Default has occurred and is continuing (or would occur after giving Pro Forma Effect to the making of such Investment or other acquisitionaction), plus (BC) the Available Equity Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment; (no) Investments in Persons engaged in the retail sale of the Borrower’s and their Subsidiaries’ inventory (net of a return on payments from such Investments and payments made in respect of dealer rebates) in an aggregate outstanding amount not to exceed $60,000,000 at any time; (p) advances of payroll payments to employees employees, consultants or independent contractors or other advances of salaries or compensation to officers, managers, employees, consultants or independent contractors, in each case in the ordinary course of businessbusiness or consistent with past practice; (oq) Investments and other acquisitions to the extent that payment for such Investments is made with Qualified Equity Interests (excluding Cure Amounts) of the Borrower (or any direct or indirect parent thereof); provided that such amounts used pursuant to this clause (q) shall not increase the Available Equity Amount; (pi) Investments of a Restricted Subsidiary acquired after the Closing Effective Date or of a Person merged or consolidated with Holdings or any Restricted Subsidiary in accordance with this Section 7.04 and Section 7.03 6.03 after the Closing Effective Date or that otherwise becomes and (ii) Investments of an Unrestricted Subsidiary prior to the date on which such Unrestricted Subsidiary is designated a Subsidiary (provided that if such Investment is made under Section 7.04(h)“Restricted Subsidiary”, existing Investments in subsidiaries of such Subsidiary or Person shall comply with the requirements of Section 7.04(h)) each case, to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation or such designation and were in existence on the date of such acquisition, merger or consolidationconsolidation or such designation; (qs) receivables owing to Investments in the Borrower or any Restricted Subsidiary, if created or acquired in the ordinary course of business; (r) Investments (A) for utilities, security deposits, leases and similar prepaid expenses incurred in the ordinary course of business and (B) trade accounts created, or prepaid expenses accrued, in the ordinary course of business; (s) non-cash Investments Subsidiary in connection with tax planning and reorganization activitiesany Tax Restructuring; provided that after giving effect to any such activities, the Guarantees of the Loans and the security interests of the Lenders in the Collateral, taken as a whole, would not be materially adversely impaired; (t) additional Investments so long as at the time of any such Investment and after giving effect thereto, the Payment Conditions are met; (u) Investments consisting of Indebtedness, Liens, fundamental changes, Dispositions and Restricted Payments permitted (other than by reference to this Section 7.04(v6.04(t)) under Sections 7.016.01, 7.026.02, 7.036.03 (other than clause (i) thereof), 7.05 6.05 (other than clause (e) thereof) and 7.076.08(a)(viii), respectively; (u) additional unlimited Investments; provided that after giving effect to such Investment on a Pro Forma Basis, (i) the First Lien Net Leverage Ratio shall not exceed the level that is 0.25x below the First Lien Net Leverage Ratio required by the Financial Maintenance Covenant as in effect on such date for the most recently ended Test Period and (ii) no Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall have occurred and be continuing; (v) contributions to a “rabbi” trust for the benefit of employees, directors, consultants, independent contractors or other service providers of Holdings or any Restricted Subsidiary or other grantor trust subject to claims of creditors in the case of a bankruptcy of Holdings or the Borrower; (w) to the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases, acquisitions, licenses or leases of other assets, Intellectual Propertyintellectual property, or other rights, in each case in the ordinary course of business; (x) Investments in the form of debt or Equity Interests obtained in connection with the contribution, sale, or other transfer of Permitted Receivables Financing Assets, cash or Cash Equivalents made in connection with a Permitted Receivables Financing (including the contribution or lending of cash and Cash Equivalents to Subsidiaries to finance the purchase of receivables or related assets from Holdings or a Restricted Subsidiary or to otherwise fund required reserves); (y) Investments made in connection with the Transactions; (z) Investments (i) in Joint Ventures and Unrestricted Subsidiaries, or (ii) in any Investment Restricted Subsidiary to enable such Restricted Subsidiary to make substantially concurrent Investments in Joint Ventures and Unrestricted Subsidiaries, in an aggregate outstanding amount for clauses (i) and (ii) not to exceed the greater of $30,000,000 and 40.0% of Consolidated EBITDA for the most recently ended Test Period; (aa) Investments in any Subsidiary or any joint venture Joint Venture in connection with intercompany cash management arrangements arrangement or related activities arising in the ordinary course of business; (ybb) Investments by an Unrestricted Subsidiary entered into prior unfunded pension fund and other employee benefit plan obligations and liabilities to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary pursuant extent that the same are permitted to the definition remain unfunded under applicable Requirements of “Unrestricted Subsidiary”; (z) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Qualified Securitization Facility or any repurchase obligation in connection therewith, including, without limitation, Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Securitization Facilities or any related Indebtedness; (aa) Investments in the ordinary course of business in connection with Settlements; (bb) Investments arising as a result of sale-leaseback transactionsLaw; and (cc) Investments in joint ventures and Unrestricted Subsidiaries any Similar Business in an aggregate principal amount outstanding at any time not to exceed the greater of $200,000,000 30,000,000 and 20.040.0% of Consolidated EBITDA for the most recently ended Test Period Period. (dd) receivables owing to the Borrower or any Restricted Subsidiary, if created or acquired in the ordinary course of business or consistent with past practice; (ee) Investments (A) for utilities, security deposits, leases and similar prepaid expenses incurred in the ordinary course of business or consistent with past practice and (B) trade accounts created, or prepaid expenses accrued, in the ordinary course of business; (ff) Investments in connection with the transfer of cash or other property with respect to any credit or debit card charge, check or other instrument, electronic funds transfer, or other type of paper-based or electronic payment, transfer, or charge transaction for which a Person acts as a processor, remitter, funds recipient or funds transmitter in the ordinary course of such timebusiness; and (gg) Investments in the Travelers Instrument Issuer, including the “Travelers Contribution” and the “Estimation Amount” (each as defined in the Travelers Instrument Issuer LLC Agreement), and fees and expenses incurred in connection with the management and administration thereof, in an aggregate amount not to exceed $1,000,000 in any fiscal year.

Investments, Loans, Advances, Guarantees and Acquisitions. The Neither Payor nor any Borrower will, nor will not, and will not they permit any Payor Group Restricted Subsidiary to, make or hold any Investment, except: (a) Permitted Investments at the time such Permitted Investment is made and purchases of assets in the ordinary course of business consistent with past practicecash; (b) loans, advances and investments constituting the purchase or other credit extensions to officers, members acquisition (in one transaction or a series of related transactions) of all or substantially all of the Board property and assets or business of Directors and employees any Person or of the Borrower and its Restricted Subsidiaries (i) for reasonable and customary business-related travelassets constituting a business unit, entertainment, relocation (including moving expenses and costs a line of replacement homes), business machines or supplies, automobiles and analogous ordinary business purposes, (ii) in connection with division of such Person’s purchase of , or the Equity Interests in a Person that, upon the consummation thereof, will be a Payor Group Restricted Subsidiary if, after giving effect thereto on a Pro Forma Basis, the Borrowers would be in compliance with Section 3.12 and Section 3.13 for the most recently ended period of four consecutive fiscal quarters of Holdings as they would apply without giving effect to the Borrower (or any direct or indirect parent thereof) (Relief Period; provided that the aggregate amount of cash consideration paid in respect of such investments (including in the form of loans and or advances made in cash to such Person shall be contributed to Payor Group Restricted Subsidiaries that are not Loan Parties) by Loan Parties involving the Borrower in cash as common equity or Qualified Equity Interests) and (iii) for purposes acquisition of Payor Group Restricted Subsidiaries that do not described in the foregoing clauses (i) and (ii), in an aggregate principal amount become Loan Parties outstanding under this clause (iiib) at any time shall not to exceed the greater of $(i) €100,000,000 and 10.0(ii) 5.50% of Consolidated EBITDA for Total Assets (provided, that to the most recently ended Test Period as of extent such timePayor Group Restricted Subsidiaries do become Loan Parties, the aggregate amount outstanding in reliance on this clause (b) shall be reduced by the amount initially utilized); (c) [reserved]; (d) Investments existing on the Effective Date and to the extent having a principal amount in excess of €5,000,000 individually or €10,000,000 in the aggregate (other than with respect to intercompany Investments) set forth on Schedule 6.04 of the Current Credit Agreement and any modification, replacement, renewal, reinvestment or extension thereof; (e) Investments by Payor in the Borrowers and by Payor, the Borrowers and the Payor Group Restricted Subsidiaries in Equity Interests of their respective Subsidiaries; provided that (i) if such Investment is made during the Relief Period, such Investment shall only be made in Equity Interests of Subsidiaries that are Loan Parties and (ii) the making of any Investment by any Payor Group Loan Party in any Payor Group Restricted Subsidiary that is not a Loan Party shall not, at the time such Investment is made and after giving effect thereto, cause the Non-Guarantor Debt and Investment Basket to be exceeded, provided that if any such investment under this Section 3.04(e) is made for the purpose of making an investment, loan or advance permitted under Section 3.04(u), the amount available under this Section 3.04(e) shall not be reduced by the amount of any such investment, loan or advance which reduces the basket under Section 3.04(u); (f) loans or advances made by Holdings or any Borrower in to any Restricted Subsidiary and Investments made by any Restricted Subsidiary in to any of the Borrower or any other Restricted Subsidiary; provided thatthat (i) during the Relief Period, such loans or advances shall only be to the Borrower or a Restricted Subsidiary constituting a Loan Party, except for (A) loans outstanding as of the First Amendment Effective Date and (B) loans or advances in the case course of ordinary cash management activities, (ii) any Investment such loans and advances made by a Loan Party shall be evidenced, on and after the Distribution Date, by the Global Intercompany Note or other promissory notes reasonably acceptable to Payee and (iii) the outstanding amount of such loans and advances made by Loan Parties to Restricted Subsidiaries that are not Loan Parties at the time such loans or advances are made, and after giving effect thereto, shall not cause the Non- Guarantor Debt and Investment Basket to be exceeded, provided that any intercompany loans or advances made by any Loan Party to any Restricted Subsidiary that is not a Loan Party using the proceeds of intercompany loans or advances received from Restricted Subsidiaries that are not Loan Parties no more than 120 days prior to making such intercompany loan or advance shall not be taken into account in the calculation of any restriction or basket set forth in this subclause (iii) (including the Non-Guarantor Debt and Investment Basket); provided further that if any such loan or advance under this subclause (iii) is made for the purpose of making an investment, loan or advance permitted under Section 3.04(u), the amount available under this clause (f) shall not be reduced by the amount of any such investment, loan or advance which reduces the basket under Section 3.04(u), provided further that any loan or advance made by any Loan Party to a Restricted Subsidiary that is not a Loan Party, for the purposes of calculating usage under this subclause (iii) and the Non-Guarantor Debt and Investment Basket, shall be reduced euro-for-euro (or other applicable currency) by any amounts owed by such Loan Party to such Restricted Subsidiary that is not a Loan Party; (g) Debt-Related Guarantees by Holdings, the Borrower or any Restricted Subsidiary in respect of Indebtedness permitted under Section 3.01 and in respect of other obligations not otherwise contemplated by this Section 3.04, in each case of Holdings, any Borrower or any Restricted Subsidiary; provided that any such Debt-Related Guarantees of Indebtedness and such other obligations, in each case of Restricted Subsidiaries that are not Loan Parties by any Loan Party shall not, at the time any such Debt-Related Guarantee is provided and after giving effect thereto, cause the Non-Guarantor Debt and Investment Basket to be exceeded; (h) loans or advances to directors, officers, consultants or employees of Holdings, any Borrower or any Restricted Subsidiary made in the ordinary course of business of Holdings, such Borrower or such Restricted Subsidiary, as applicable, not exceeding €10,000,000 in the aggregate outstanding at any time (determined without regard to any write-downs or write-offs of such loans or advances); (i) payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses of Holdings, any Borrower or any Restricted Subsidiary for accounting purposes and that are made in the ordinary course of business; (j) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and 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, in each case in the ordinary course of business; (k) investments in the form of Hedging Agreements permitted by Section 3.07 (including any Back to Back Arrangements); (l) investments of any Person existing at the time such Person becomes a Payor Group Restricted Subsidiary or consolidates or merges with any Borrower or any Payor Group Restricted Subsidiary so long as such investments were not made in contemplation of such Person becoming a Payor Group Restricted Subsidiary or of such consolidation or merger; (m) investments resulting from pledges or deposits described in clause (c) or (d) of the definition of the term “Permitted Encumbrance”; (n) investments made as a result of the receipt of noncash consideration from a sale, transfer, lease or other disposition of any asset in compliance with Section 3.05; (o) investments that result solely from the receipt by Payor, any Borrower or any Payor Group Restricted 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); (p) receivables or other trade payables owing to Payor, a Borrower or a Restricted Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided that such trade terms may include such concessionary trade terms as Payor, any Borrower or any Restricted Subsidiary deems reasonable under the circumstances; (q) mergers and consolidations permitted under Section 3.03 that do not involve any Person other than Holdings, the Borrowers and Restricted Subsidiaries that are wholly owned Restricted Subsidiaries; (r) Investments in the form of letters of credit, bank guarantees, performance bonds or similar instruments or other creditor support or reimbursement obligations made in the ordinary course of business by Holdings or any Borrower on behalf of any Restricted Subsidiary and made by any Restricted Subsidiary on behalf of any Borrower or any other Restricted Subsidiary; provided that at the time such letters of credit, bank guarantees, performance bonds or similar instruments or other creditor support or reimbursement obligations are made by Loan Parties on behalf of Restricted Subsidiaries that are not Loan Parties pursuant to this Section 3.04(r), and after giving effect thereto, such obligations shall not cause the Non-Guarantor Debt and Investment Basket to be exceeded; (s) Debt-Related Guarantees by Payor, any Borrower or any Restricted Subsidiary of leases (other than Capitalized Leases) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business; (t) [reserved]; and (u) other Investments by Payor, any Borrower or any Payor Restricted Subsidiary (and loans and advances by Payor) in an aggregate amount, as valued at cost at the time each such Investment is made and including all related commitments for future Investments (and the principal amount of any Indebtedness that is assumed or otherwise incurred in connection with such Investment), outstanding under this Section 3.04(u) at any time in an aggregate amount not exceeding (A) during the Relief Period, €85,000,000 and (B) at any other time, the sum of (i) (x) the greater of €85,000,000 and (y) 4.50% of Consolidated Total Assets plus (ii) so long as no Event of Credit Default shall have has occurred and be is continuing or would result therefrom, the Available Amount at such time in the aggregate for all such investments made or committed to be made from and after the Effective Date plus an amount equal to any returns of capital or sale proceeds 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); (dv) Investments consisting of (i) extensions of trade credit and accommodation guarantees in the ordinary course of business and (ii) loans and advances to customers; provided that the aggregate principal amount of such loans and advances outstanding under this clause (ii) at any time shall not exceed the greater of $25,000,000 and 2.5% of Consolidated EBITDA for the most recently ended Test Period as of such time€10,000,000; (ew) Investments on or prior to the Effective Date in connection with the Transactions (i) existing or contemplated on or, if after the Closing Date and set forth on Schedule 7.04(e) and any modificationEffective Date, replacement, renewal, reinvestment or extension thereof and (ii) Investments existing on the Closing Date by the Borrower or any Restricted Subsidiary as reflected in the Borrower or any Restricted Subsidiary and any modification, renewal or extension thereof; provided that the amount of the original Investment is not increased except by the terms of such Investment to the extent as set forth on Schedule 7.04(e) or as otherwise permitted by this Section 7.04Tax Steps Plan); (f) Investments in Swap Agreements incurred in the ordinary course of business and not for speculative purposes; (g) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (h) Permitted Acquisitions; (i) the Transactions; (jx) Investments 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 in the ordinary course of business; (k) Investments (including debt obligations and Equity Interests) received in connection with the 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; (i) loans and advances to the Borrower (or any direct or indirect parent thereof) (x) 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 to the extent permitted to be made to the Borrower (or such parent) in accordance with Section 7.07(a) and (y) to the extent the proceeds thereof are contributed or loaned or advanced to another Restricted Subsidiary and (ii) Investments or Guarantees with respect to any direct or indirect parent of the Borrower that could otherwise be made as a Restricted Payment under Section 7.07, so long as the amount of such Investment or Guarantee is deducted from the amount available to be made as a Restricted Payment under the applicable clause of Section 7.07; (m) additional Investments and other acquisitions; provided that at the time any such Investment or other acquisition is made, the aggregate outstanding amount of such Investment or acquisition made in reliance on this clause (m), together with the aggregate amount of all consideration paid in connection with all other Investments and acquisitions made in reliance on this clause (m) (including the aggregate principal amount of all Indebtedness assumed in connection with any such other Investment or acquisition previously made under this clause (m)), shall not exceed the sum of (A) the greater of $500,000,000 and 50.0% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Investment or other acquisition, plus (B) the Available Equity Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment; (n) advances of payroll payments to employees in the ordinary course of business; (o) Investments and other acquisitions to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower (or any direct or indirect parent thereof); (p) Investments of a Subsidiary acquired after the Closing Date or of a Person merged or consolidated with any Subsidiary in accordance with this Section 7.04 and Section 7.03 after the Closing Date or that otherwise becomes a Subsidiary (provided that if such Investment is made under Section 7.04(h), existing Investments in subsidiaries of such Subsidiary or Person shall comply with the requirements of Section 7.04(h)) 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; (q) receivables owing to the Borrower or any Restricted Subsidiary, if created or acquired in the ordinary course of business; (r) Investments (A) for utilities, security deposits, leases and similar prepaid expenses incurred in the ordinary course of business and (B) in the form of trade accounts created, or prepaid expenses accrued, in the ordinary course of business; (sz) non-cash Investments in connection with tax planning and reorganization activities; (aa) customary Investments in connection with Permitted Receivables Facilities; (bb) Investments in joint ventures and Unrestricted Subsidiaries; provided that after giving effect to any such activities, the security interests of the Lenders in the Collateral, taken as a whole, would not be materially impaired; (t) additional Investments so long as at the time of any such Investment and after giving effect theretoon a Pro Forma Basis, the Payment Conditions are metaggregate amount at any time outstanding of all such Investments made in reliance on this clause (bb) shall not exceed the greater of €25,000,000 and 1.50% of Consolidated Total Assets; (ucc) Investments consisting of Indebtedness, Liens, fundamental changes, Dispositions and Restricted Payments permitted (other than by reference to this Section 7.04(v)) under Sections 7.01, 7.02, 7.03, 7.05 and 7.07, respectively; (v) contributions to a “rabbi” trust for the benefit of employees, directors, consultants, independent contractors or other service providers or other grantor trust subject to claims of creditors in the case form of a bankruptcy of the Borrower; (w) loans or advances made to the extent that they constitute Investments, purchases distributors and acquisitions of inventory, supplies, materials or equipment or purchases, acquisitions, licenses or leases of other assets, Intellectual Property, or other rights, in each case suppliers in the ordinary course of business;; and (xdd) any Investment in any Subsidiary or any joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business; (y) Investments by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”; (z) Investments in or relating to a Securitization Subsidiary thatextent they constitute Investments, in the good faith determination of the Borrower are necessary or advisable to effect any Qualified Securitization Facility or any repurchase obligation in connection therewith, including, without limitation, Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Securitization Facilities or any related Indebtedness; (aa) Investments guaranties in the ordinary course of business of the obligations of suppliers, customers, franchisees, lessors and licensees of any Borrower and any Restricted Subsidiary; provided, that during the Relief Period, neither Payor, nor any Borrower nor any Payor Group Restricted Subsidiary shall make Investments under this Section 3.04 in connection with Settlements; (bb) Investments arising as a result of sale-leaseback transactions; and (cc) Investments in any joint ventures and venture or Payor Group Unrestricted Subsidiaries Subsidiary in an aggregate principal amount outstanding at exceeding €10,000,000. For purposes of this Section 3.04, if any time not Investment (or a portion thereof) would be permitted pursuant to exceed one or more of the greater provisions described above and/or one or more of $200,000,000 the exceptions contained in this Section 3.04 (other than ratio-based baskets, if any), Payor, the Borrowers and 20.0% of Consolidated EBITDA for the most recently ended Test Period Payor Group Restricted Subsidiaries may divide and classify such Investment (or a portion thereof) in any manner that complies with this covenant and may later divide and reclassify any such Investment so long as the Investment (as so divided and/or reclassified) would be permitted to be made in reliance on the applicable exception as of the date of such timereclassification.

Investments, Loans, Advances, Guarantees and Acquisitions. The Neither Holdings nor the Borrower will, nor will not, and will not they permit any Restricted Subsidiary or Intermediate Parent to, make or hold any Investment, except: (a) Permitted Investments at the time such Permitted Investment is made and purchases of assets in the ordinary course of business consistent with past practicemade; (b) loans, loans or advances and other credit extensions to officers, members of the Board of Directors directors and employees of Holdings, the Intermediate Parents, the Borrower and its the Restricted Subsidiaries Subsidiaries, in each case, in accordance with the Approved Budget, (i) for reasonable and customary business-related travel, entertainment, relocation (including moving expenses and costs of replacement homes), business machines or supplies, automobiles and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower in Holdings (or any direct or indirect parent thereof) (provided that 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 ; provided that at the time of incurrence thereof and after giving Pro Forma Effect thereto the aggregate principal amount outstanding under this in reliance on clause (i) and clause (iii) above shall not to exceed $1,000,000 in the aggregate at any time not to exceed the greater of $100,000,000 and 10.0% of Consolidated EBITDA for the most recently ended Test Period as of such timeoutstanding; (c) Investments by Holdings, any Intermediate Parent, the Borrower in any Restricted Subsidiary and Investments by or any Restricted Subsidiary in any of Holdings, any Intermediate Parent, the Borrower or any other Restricted Subsidiary; provided that, in the case of any Investment by a Loan Party in a Restricted Subsidiary that is not a Loan Party, no Event of Default shall have occurred and be continuing or would result therefromtherefrom and shall not in the aggregate at any time outstanding exceed $5,000,000 and shall be made solely using cash or Permitted Investments in the ordinary course of business consistent with past practice; (d) Investments consisting of (i) extensions of trade credit and accommodation guarantees prepayments to suppliers in the ordinary course of business and (ii) loans and advances to customers; provided that the aggregate principal amount of such loans and advances outstanding under this clause (ii) at any time shall not exceed the greater of $25,000,000 and 2.5% of Consolidated EBITDA for the most recently ended Test Period as of such timebusiness; (e) Investments consisting of extensions of trade credit in the ordinary course of business; (f) Investments (i) existing or contemplated on the Closing Date date hereof and set forth on Schedule 7.04(e6.04(f) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) Investments existing on the Closing Date date hereof by Holdings, the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary and any modification, renewal or extension thereof; provided that the amount of the original Investment is not increased except by the terms of such Investment to the extent as set forth on Schedule 7.04(e6.04(f) or as otherwise permitted by this Section 7.046.04; (fg) Investments in Swap Agreements incurred in the ordinary course of business and not entered into for speculative purposespurposes permitted under Section 6.01; (gh) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (h) Permitted Acquisitions6.05; (i) Permitted Acquisitions in an aggregate amount not to exceed $25,000,000 during the Transactionsterm of this Agreement; (j) [reserved]; (k) Investments 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 in the ordinary course of businessconsistent with past practices; (kl) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers customers, from financially troubled account debtors 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; (im) loans and advances to by Holdings, the Borrower (or any Restricted Subsidiary to any direct or indirect parent thereof) (x) of Holdings 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 to the extent permitted to be made by Holdings to the Borrower (or such parent) parent in accordance with Section 7.07(a) 6.08(a); provided that, any such loans and (y) advances will be deemed to reduce the extent the proceeds thereof are contributed or loaned or advanced to another Restricted Subsidiary and (ii) Investments or Guarantees with respect to any direct or indirect parent of the Borrower that could otherwise be made as a Restricted Payment under Section 7.07, so long as the amount of such Investment or Guarantee is deducted from the amount relevant available to be made as a Restricted Payment capacity under the applicable clause sub-section of Section 7.076.08(a); (mn) additional Investments and [reserved]; (o) other acquisitionsInvestments; provided that at the time any such Investment or other acquisition is made, the aggregate outstanding amount of such Investment or acquisition all Investments made in reliance on this clause (m), n) together with the aggregate amount of all consideration paid in connection with all other Investments and acquisitions made in reliance on this clause (mn) (including the aggregate principal amount of all Indebtedness assumed in connection with any such other Investment or acquisition previously made under this clause (m)acquisition), shall not exceed the sum $5,000,000; provided further that this clause (n) may not be used for Investments in Subsidiaries of (A) the greater of $500,000,000 and 50.0% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Investment or other acquisition, plus (B) the Available Equity Amount Holdings that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investmentare not Loan Parties; (np) [reserved]; (q) advances of payroll payments to employees in the ordinary course of business; (or) Investments and other acquisitions to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower Holdings (or any direct or indirect parent thereof)thereof or the IPO Entity) in each case, to the extent not resulting in a Change of Control; provided that (i) [reserved] and (ii) any amounts used for such an Investment or other acquisition that are not Qualified Equity Interests of Holdings (or any direct or indirect parent thereof or the IPO Entity) shall otherwise be permitted pursuant to this Section 6.04; (ps) Investments of a Subsidiary acquired after the Closing Effective Date or of a Person merged or consolidated with any Subsidiary in accordance with this Section 7.04 and Section 7.03 6.03 after the Closing Effective Date or that otherwise becomes a Subsidiary (provided that if such Investment is made under Section 7.04(h), existing Investments in subsidiaries of such Subsidiary or Person shall comply with the requirements of Section 7.04(h)) 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; (q) receivables owing to the Borrower or any Restricted Subsidiary, if created or acquired in the ordinary course of business; (r) Investments (A) for utilities, security deposits, leases and similar prepaid expenses incurred in the ordinary course of business and (B) trade accounts created, or prepaid expenses accrued, in the ordinary course of business; (s) non-cash Investments in connection with tax planning and reorganization activities; provided that after giving effect to any such activities, the security interests of the Lenders in the Collateral, taken as a whole, would not be materially impaired; (t) additional Investments so long as at the time of any such Investment and after giving effect thereto, the Payment Conditions are met[reserved]; (u) Investments consisting of Liens, Indebtedness, Liens, fundamental changes, Dispositions Dispositions, Restricted Payments and Restricted Debt Payments permitted (other than by reference to this Section 7.04(v6.04)) under Sections 7.016.02, 7.026.01, 7.036.03, 7.05 6.05, 6.08(a) and 7.076.08(b), respectively; (v) [reserved]; (w) contributions to a “rabbi” trust for the benefit of employees, directors, consultants, independent contractors or other service providers or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Borrower; (wx) to the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases, acquisitions, licenses or leases of other assets, Intellectual Property, or other rights, in each case in the ordinary course of business; (x) any Investment in any Subsidiary or any joint venture in connection with intercompany cash management arrangements or related activities arising case, in the ordinary course of business; (y) Investments by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”;[reserved]; and (z) Investments in Subsidiaries in the form of receivables and related assets required in connection with a Permitted Receivables Financing (including the contribution or relating lending of cash and cash equivalents to Subsidiaries to finance the purchase of such assets from the Borrower or other Restricted Subsidiaries or to otherwise fund required reserves). For purposes of determining compliance with this Section 6.04, with respect to any Investment initially made in reliance on a Securitization dollar-based criteria described in clauses (a) through (y) above in any Person that is not a Restricted Subsidiary thatat the time of, or after giving effect to, the making of such Investment, the Borrower may, in its sole discretion, reclassify such Investment (or any portion thereof) to clause (i) of this Section 6.04 upon such Person becoming a Restricted Subsidiary. Notwithstanding the good faith determination foregoing or anything else in this Agreement or the other Loan Documents to the contrary, Holdings, the Borrower, and each Subsidiary and any Intermediate Parent will comply with the Material Intellectual Property Provision. Notwithstanding the foregoing or anything else in this Agreement or the other Loan Documents to the contrary, for purposes of this Section 6.04, the Foreign Guarantors will be deemed to be Subsidiaries of the Borrower that are necessary or advisable to effect any Qualified Securitization Facility or any repurchase obligation in connection therewith, including, without limitation, Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Securitization Facilities or any related Indebtedness; (aa) Investments in the ordinary course of business in connection with Settlements; (bb) Investments arising as a result of sale-leaseback transactions; and (cc) Investments in joint ventures and Unrestricted Subsidiaries in an aggregate principal amount outstanding at any time not to exceed the greater of $200,000,000 and 20.0% of Consolidated EBITDA for the most recently ended Test Period as of such timeLoan Parties.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will not, and will not permit any Restricted Subsidiary to, make or hold any Investment, except: (a1) Permitted Investments at the time such Permitted Investment is made and purchases of assets assets, in the ordinary course of business consistent with past practice; (b2) loans, advances and other credit extensions to officers, members of the Board of Directors and employees of the Borrower and its Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation (including moving expenses and costs of replacement homes), business machines or supplies, automobiles and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower (or any direct or indirect parent thereof) (provided that 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 clauses (i) and (ii), in an aggregate principal amount outstanding under this clause (iii) at any time not to exceed the greater of $100,000,000 and 10.0% of Consolidated EBITDA for the most recently ended Test Period as of such time40,000,000; (c3) Investments by the Borrower in any Restricted Subsidiary and Investments by any Restricted Subsidiary in any of the Borrower or any other Restricted Subsidiary; provided that, in the case of any Investment by a Loan Party in a Restricted Subsidiary that is not a Loan Party, (i) no Event of Default shall have occurred and be continuing or would result therefromtherefrom and (ii) the aggregate principal amount of such Investments outstanding at any time shall not exceed the greater of $134,000,000 and 40% of Consolidated EBITDA for the most recently ended Test Period as of such time; (d4) Investments consisting of (i) extensions of trade credit and accommodation guarantees in the ordinary course of business and (ii) loans and advances to customers; provided that the aggregate principal amount of such loans and advances outstanding under this clause (ii) at any time shall not exceed the greater of $25,000,000 and 2.5% of Consolidated EBITDA for the most recently ended Test Period as of such time10,000,000; (e5) Investments (i) existing or contemplated on the Closing Effective Date and set forth on Schedule 7.04(e6.04(e) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) Investments existing on the Closing Effective Date by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary and any modification, renewal or extension thereof; provided that the amount of the original Investment is not increased except by the terms of such Investment to the extent as set forth on Schedule 7.04(e6.04(e) or as otherwise permitted by this Section 7.046.04; (f6) Investments in Swap Agreements incurred in the ordinary course of business and not for speculative purposes; (g7) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.056.05; (h) 8) Permitted Acquisitions; (i9) the Transactions; (j10) Investments 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 in the ordinary course of business; (k11) Investments (including debt obligations and Equity Interests) received in connection with the 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; (i12) loans and advances to the Borrower (or any direct or indirect parent thereof) (x) 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 to the extent permitted to be made to the Borrower (or such parent) in accordance with Section 7.07(a6.07(a) and (y) to the extent the proceeds thereof are contributed or loaned or advanced to another any Restricted Subsidiary and (ii) Investments or Guarantees with respect to any direct or indirect parent of the Borrower that could otherwise be made as a Restricted Payment under Section 7.07, so long as the amount of such Investment or Guarantee is deducted from the amount available to be made as a Restricted Payment under the applicable clause of Section 7.07Subsidiary; (m13) additional Investments and other acquisitions; provided that at the time any such Investment or other acquisition is made, the aggregate outstanding amount of such Investment or acquisition made in reliance on this clause (m), together with the aggregate amount of all consideration paid in connection with all other Investments and acquisitions made in reliance on this clause (m) (including the aggregate principal amount of all Indebtedness assumed in connection with any such other Investment or acquisition previously made under this clause (m)), shall not exceed the sum of (A) the greater of $500,000,000 251,250,000 and 50.075.0% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Investment or other acquisition, plus (B) the Available Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment; provided that amounts pursuant to clause (b) of the definition of “Available Amount” may only be used to fund an Investment pursuant to this clause (m)(B) to the extent that no Event of Default shall have occurred and be continuing or would result from such Investment, plus (C) the Available Equity Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment; (n14) advances of payroll payments to employees in the ordinary course of business; (o15) Investments and other acquisitions to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower (or any direct or indirect parent thereof)Borrower; (p16) Investments of a Subsidiary acquired after the Closing Effective Date or of a Person merged or consolidated with any Subsidiary in accordance with this Section 7.04 6.04 and Section 7.03 6.03 after the Closing Effective Date or that otherwise becomes a Subsidiary (provided that if such Investment is made under Section 7.04(h6.04(h), existing Investments in subsidiaries of such Subsidiary or Person shall comply with the requirements of Section 7.04(h6.04(h)) to the extent that such Investments were not made in -130- contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation; (q17) receivables owing to the Borrower or any Restricted Subsidiary, if created or acquired in the ordinary course of business; (r18) Investments (A) for utilities, security deposits, leases and similar prepaid expenses incurred in the ordinary course of business and (B) trade accounts created, or prepaid expenses accrued, in the ordinary course of business; (s19) non-cash Investments in connection with tax planning and reorganization activities; provided that after giving effect to any such activities, the security interests of the Lenders in the Collateral, taken as a whole, would not be materially impaired; (t20) additional Investments so long as at the time of any such Investment and after giving effect thereto, (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (ii) on a Pro Forma Basis, the Payment Conditions are metTotal Net Leverage Ratio is no greater than 4.00 to 1.00; (u21) Investments consisting of Indebtedness, Liens, fundamental changes, Dispositions and Restricted Payments permitted (other than by reference to this Section 7.04(v6.04(u)) under Sections 7.016.01, 7.026.02, 7.036.03, 7.05 6.05 and 7.076.07, respectively; (v22) contributions to a “rabbi” trust for the benefit of employees, directors, consultants, independent contractors or other service providers or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Borrower; (w23) to the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases, acquisitions, licenses or leases of other assets, Intellectual Property, or other rights, in each case in the ordinary course of business; (x24) any Investment in any Subsidiary or any joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business; (y25) Investments by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”; (z26) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Qualified Securitization Facility or any repurchase obligation in connection therewith, including, without limitation, including Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Securitization Facilities or any related Indebtedness; (aa) Investments in the ordinary course of business in connection with Settlements; (bb) Investments arising as a result of sale-leaseback transactions; and (cc) Investments in joint ventures and Unrestricted Subsidiaries in an aggregate principal amount outstanding at any time not to exceed the greater of $200,000,000 and 20.0% of Consolidated EBITDA for the most recently ended Test Period as of such time.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will not, and will not permit any Restricted Subsidiary to, make or hold any Investment, except: (a) Permitted Investments at the time such Permitted Investment is made and purchases of assets in the ordinary course of business consistent with past practicemade; (b) loans, loans or advances and other credit extensions to officers, members of the Board of Directors directors and employees of the Borrower and its the Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation (including moving expenses and costs of replacement homes), business machines or supplies, automobiles and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of in the Borrower (or any direct or indirect parent thereof) (provided that 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 at the time of incurrence thereof and after giving Pro Forma Effect thereto, in an the aggregate principal amount outstanding under in reliance on this clause (iii) at any time shall not to exceed the greater of $100,000,000 10,000,000 and 10.01% of Consolidated EBITDA for the most recently ended Test Period as of such time; (c) Investments (i) by the Borrower in any Restricted Subsidiary and Investments by or any Restricted Subsidiary in any of the Borrower or any other Restricted Subsidiary; provided that, in the case of any Investment by a Loan Party in (including as a result of a Delaware LLC Division), (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is also not a Loan Party, no Event (iii) by the Borrower or any Restricted Subsidiary (including as a result of Default shall have occurred and be continuing or would result therefrom; a Delaware LLC Division) (dA) Investments consisting of (i) extensions of trade credit and accommodation guarantees in the ordinary course of business and (ii) loans and advances to customersany Restricted Subsidiary; provided that the aggregate principal amount of such loans and advances outstanding under Investments made by Loan Parties after the Effective Date in Restricted Subsidiaries that are not Loan Parties in reliance on this clause (iic) at (other than any time Investment made in a Restricted Subsidiary to fund a Permitted Acquisition) shall not exceed when taken together with the aggregate amount of Investments made after the Effective Date pursuant to Section 6.04(z), of the greater of (A) $25,000,000 300,000,000 and 2.5(B) 30% of Consolidated EBITDA for the most recently ended Test Period as after giving Pro Forma Effect to the making of such timeInvestment, (B) in any Restricted Subsidiary that is not a Loan Party, constituting an exchange of Equity Interests of such Restricted Subsidiary for Indebtedness of such Subsidiary or (C) constituting Guarantees of Indebtedness or other monetary obligations of Restricted Subsidiaries that are not Loan Parties (provided that any actual payment by a Loan Party on account of such Guarantee would constitute an Investment in such Restricted Subsidiary that is not a Loan Party at the time such payment is made), (iv) by the Borrower or any Restricted Subsidiary in Restricted Subsidiaries that are not Loan Parties so long as such Investment is part of a series of substantially simultaneous Investments that result in the proceeds of the initial Investment being invested in one or more Loan Parties and (v) by any Restricted Subsidiary in any Restricted Subsidiary that is not a Loan Party, consisting of the contribution of Equity Interests of any other Restricted Subsidiary that is not a Loan Party so long as the Equity Interests (or, as applicable, at least 65% of the Voting Equity Interest) of the transferee Restricted Subsidiary is pledged to secure the Secured Obligations. (d) Investments consisting of prepayments to suppliers in the ordinary course of business; (e) Investments consisting of extensions of trade credit in the ordinary course of business; (f) Investments (i) existing or contemplated on the Closing Effective Date and set forth on Schedule 7.04(e6.04(f) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) Investments existing on the Closing Date date hereof by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary and any modification, renewal or extension thereof; provided that the amount of the original Investment is not increased except by the terms of such Investment to the extent as set forth on Schedule 7.04(e6.04(f) or as otherwise permitted by this Section 7.046.04; (fg) Investments in Swap Agreements incurred in the ordinary course of business and not for speculative purposespermitted under Section 6.01; (gh) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.056.05; (hi) Permitted Acquisitions; (ij) the Transactions; (jk) Investments 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 in the ordinary course of businessconsistent with past practices; (kl) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers customers, from financially troubled account debtors 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; (im) loans and advances to the Borrower a Parent Entity (or any direct or indirect parent thereof) (x) 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 to the extent permitted to be made to the Borrower a Parent Entity (or such parent) in accordance with Section 7.07(a) and (y) to the extent the proceeds thereof are contributed or loaned or advanced to another Restricted Subsidiary and (ii) Investments or Guarantees with respect to any direct or indirect parent of the Borrower that could otherwise be made as a Restricted Payment under Section 7.07, so long as the amount of such Investment or Guarantee is deducted from the amount available to be made as a Restricted Payment under the applicable clause of Section 7.076.08(a); (mn) additional other Investments and other acquisitions; provided that (A) so long as at the time any such Investment or other acquisition is made, the aggregate outstanding amount of such Investment or acquisition all Investments made in reliance on this clause (m), A) together with the aggregate amount of all consideration paid in connection with all other Investments and acquisitions made in reliance on this clause (mA) after the Effective Date (including the aggregate principal amount of all Indebtedness assumed in connection with any such other Investment or acquisition previously made under this clause (m)acquisition), shall not exceed the sum of (A) the greater of $500,000,000 400,000,000 and 50.040% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Investment or other acquisition, plus (B) so long as immediately after giving effect to any such Investment no Event of Default under Section 7.01(a), (b), (h) or (i) has occurred and is continuing, in an amount not to exceed the Available Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment, (C) in an amount not to exceed the Available Equity Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such InvestmentInvestment and (D) in an amount not to exceed the Available RP Capacity Amount ; (no) [reserved]; (p) advances of payroll payments to employees in the ordinary course of business; (oq) Investments and other acquisitions to the extent that payment for such Investments is made with Qualified Equity Interests (excluding Cure Amounts) of the Borrower; provided that (i) such amounts used pursuant to this clause (q) shall not increase the Available Equity Amount or be applied to increase any other basket hereunder and (ii) any amounts used for such an Investment or other acquisition that are not Equity Interests of the Borrower (or any direct or indirect parent thereof)shall otherwise be permitted pursuant to this Section 6.04; (pr) Investments of a Subsidiary acquired after the Closing Effective Date or of a Person merged or consolidated with any Subsidiary in accordance with this Section 7.04 and Section 7.03 6.03 after the Closing Effective Date or that otherwise becomes a Subsidiary (provided that if such Investment is made under Section 7.04(h), existing Investments in subsidiaries of such Subsidiary or Person shall comply with the requirements of Section 7.04(h)) 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; (q) receivables owing to the Borrower or any Restricted Subsidiary, if created or acquired in the ordinary course of business; (r) Investments (A) for utilities, security deposits, leases and similar prepaid expenses incurred in the ordinary course of business and (B) trade accounts created, or prepaid expenses accrued, in the ordinary course of business; (s) non-cash Investments in connection with tax planning and reorganization activities; provided that after giving effect to any such activities, the security interests of the Lenders in the Collateral, taken as a whole, would not be materially impaired; (t) additional Investments so long as at the time of any such Investment and after giving effect thereto, the Payment Conditions are met; (u) Investments consisting of Liens, Indebtedness, Liens, fundamental changes, Dispositions and Restricted Payments permitted (other than by reference to this Section 7.04(v6.04(t)) under Sections 7.01Section 6.01, 7.026.02, 7.036.03, 7.05 6.05 and 7.076.08, respectively, in each case, other than by reference to this Section 6.04(t); (u) additional Investments; provided that after giving effect to such Investment on a Pro Forma Basis, (A) the Total Leverage Ratio is less than or equal to 5.0 to 1.0 and (B) there is no continuing Event of Default; (v) contributions to a “rabbi” trust for the benefit of employees, directors, consultants, independent contractors or other service providers or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Borrower; (w) to the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases, acquisitions, licenses or leases of other assets, Intellectual Property, or other rights, in each case in the ordinary course of business; (x) any Investment in any Subsidiary or any joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business; (y) Investments by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”; (zy) any Investment in a Similar Business; provided that at the time any such Investment is made, the aggregate outstanding amount of all Investments made in or relating to a Securitization Subsidiary that, in reliance on this clause (y) together with the good faith determination aggregate amount of the Borrower are necessary or advisable to effect any Qualified Securitization Facility or any repurchase obligation in connection therewith, including, without limitation, Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Securitization Facilities or any related Indebtedness; (aa) Investments in the ordinary course of business all consideration paid in connection with Settlements; all other acquisitions made in reliance on this clause (bby) Investments arising as a result of sale-leaseback transactions; and (cc) Investments in joint ventures and Unrestricted Subsidiaries in an aggregate principal amount outstanding at any time after the Effective Date, shall not to exceed the greater of (A) $200,000,000 300,000,000 and 20.0(B) 30% of Consolidated EBITDA for the most recently ended Test Period as after giving Pro Forma Effect to the making of such timeInvestment; (z) Investments in Unrestricted Subsidiaries; provided that at the time any such Investment is made, the aggregate outstanding amount of all Investments made in reliance on this clause (z) together with the aggregate amount of all consideration paid in connection with all other acquisitions made in reliance on this clause (z) after the Effective Date, shall not exceed, when taken together with the aggregate amount of Investments made after the Effective Date by a Loan Party in a Restricted Subsidiary that is not a Loan Party pursuant to Section 6.04(c), the greater of (A) $300,000,000 and (B) 30% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Investment; (aa) Investments in Subsidiaries in the form of receivables and related assets required in connection with a Permitted Receivables Financing (including the contribution or lending of cash and cash equivalents to Subsidiaries to finance the purchase of such assets from the Borrower or other Restricted Subsidiaries or to otherwise fund required reserves); (bb) Investments consisting of advances or extensions of credit on terms customary in the industry in the form of accounts or other receivables incurred or pre-paid film rentals, and loans and advances made in settlement of such accounts receivable; and (cc) Investments consisting of refundable construction advances made with respect to the construction of motion picture exhibition theatres in the ordinary course of business. For purposes of determining compliance with this Section 6.04, in the event that a proposed Investment (or portion thereof) meets the criteria of clauses (a) through (aa) above (or any sub-clause therein), the Borrower will be entitled to classify or later reclassify (based on circumstances existing on the date of such reclassification) such Investment (or portion thereof) between such clauses (a) through (aa) (or any sub-clause therein), in a manner that otherwise complies with this Section 6.04; provided that for the most recently ended Test Period following the making of any Investment under Section 6.04 (other than Section 6.04(u)), if all or any portion of such Investment could, based on the financial statements for such Test Period, have been made in reliance on Section 6.04(u), such Investment (or the relevant portion thereof) shall automatically be reclassified as having been made in reliance on Section 6.04(u).

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will not, and will not permit any Restricted Subsidiary to, make or hold any Investment, except: : (a) Permitted Investments at the time such Permitted Investment is made and purchases of assets in the ordinary course of business consistent with past practice; ; (b) loans, loans or advances and other credit extensions to officers, members of the Board of Directors and employees of Holdings, the Borrower and its Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation (including moving expenses and costs of replacement homes), business machines or supplies, automobiles and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower Holdings (or any direct or indirect parent thereof) (provided that 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 such amounts shall not increase the Available Amount and (iii) for purposes not described in the foregoing clauses (i) and (ii), in an aggregate principal amount outstanding under this clause (iii) at any time not to exceed the greater of $100,000,000 and 10.0% of Consolidated EBITDA for the most recently ended Test Period as of such time; 5,000,000; (c) Investments by the Borrower in any Restricted Subsidiary and Investments by any Restricted Subsidiary in any of the Borrower or any other Restricted Subsidiary; provided 166 that, in the case of any Investment by a Loan Party (other than Holdings) in a Restricted Subsidiary that is not a Loan Party, (i) no Event of Default shall have occurred and be continuing or would result therefrom; therefrom at the time such Investment is made and (ii) the aggregate amount of all such Investments made by Loan Parties after the Closing Date in Restricted Subsidiaries that are not Loan Parties in reliance on this clause (c) shall not exceed (together with the aggregate amount of Indebtedness outstanding in reliance on Section 6.01(xxiii) and Investments made in reliance on the proviso to Section 6.04(h)) the greater of $17,000,000 and 25% of Consolidated EBITDA for the Test Period then ended; (d) Investments consisting of (i) extensions of trade credit and accommodation guarantees in the ordinary course of business and (ii) loans and advances to customersbusiness; provided that the aggregate principal amount of such loans and advances outstanding under this clause (ii) at any time shall not exceed the greater of $25,000,000 and 2.5% of Consolidated EBITDA for the most recently ended Test Period as of such time; (e) Investments (i) existing or contemplated on the Closing Date and set forth on Schedule 7.04(e6.04(e) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) Investments existing on the Closing Date by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary and any modification, renewal or extension thereof; provided that the amount of the original Investment is not increased except by the terms of such Investment to the extent as set forth on Schedule 7.04(e6.04(e) or as otherwise permitted by this Section 7.04; 6.04; (f) Investments in Swap Agreements incurred in the ordinary course of business and not for speculative purposes; ; (g) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; 6.05; (h) Permitted Acquisitions; ; provided that the aggregate cash consideration paid for Permitted Acquisitions of targets that do not become Subsidiary Loan Parties (or are not merged with and into the Borrower or a Subsidiary Loan Party) or of assets that are not owned by the Borrower or a Subsidiary Loan Party shall not exceed (together with the aggregate amount of Indebtedness outstanding in reliance on Section 6.01(xxiii) and Investments made in Restricted Subsidiaries that are not Loan Parties pursuant to Section 6.04(c)) the greater of $17,000,000 and 25% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Permitted Acquisition; (i) the Transactions; [reserved]; (j) Investments 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 in the ordinary course of business; ; (k) Investments (including debt obligations and Equity Interests) received in connection with the 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; ; 167 (il) loans and advances to the Borrower Holdings (or any direct or indirect parent thereof) (x) 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 to the extent permitted to be made to the Borrower Holdings (or such parent) in accordance with Section 7.07(a) and (y) to the extent the proceeds thereof are contributed 6.07(a); provided that any such loan or loaned or advanced to another Restricted Subsidiary and (ii) Investments or Guarantees with respect to any direct or indirect parent of the Borrower that could otherwise be made as a Restricted Payment under Section 7.07, so long as advance shall reduce the amount of such Investment or Guarantee is deducted from the applicable Restricted Payments thereafter permitted under Section 6.07(a) by a corresponding amount available to be made as a Restricted Payment under (if the applicable clause provision of Section 7.07; 6.08(a) contains a maximum amount); (m) additional Investments and other acquisitionsInvestments; provided that at the time any such Investment or other acquisition is made, the aggregate outstanding amount of such Investment or acquisition made in reliance on this clause (m), together with the aggregate amount of all consideration paid in connection with all other Investments and acquisitions made in reliance on this clause (m) (including the aggregate principal amount of all Indebtedness assumed in connection with any such other Investment or acquisition previously made under this clause (m)), shall not exceed the sum of (A) the greater of $500,000,000 17,000,000 and 50.025% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Investment or other acquisition, plus (B) so long as, immediately after giving effect to any such Investment, no Event of Default has occurred and is continuing, the Available Equity Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment; Investment plus (C) the aggregate amount of Restricted Payments available under Section 6.07(a)(vii)(A), which the Borrower may, from time to time, elect to reallocate to the making of Investments pursuant to this Section 6.04(m) (which re-allocation will reduce the amount available thereunder on a dollar-for dollar basis) for so long as, and to the extent that, the Investment made using such re-allocated amount remains outstanding; plus (D) the aggregate amount of prepayments in the form of Term Financing available under Section 6.07(b)(iv)(A), where the Borrower may, from time to time, elect to reallocate to the making of Investments pursuant to this Section 6.04(m) (which re-allocation will reduce the amount thereunder on a dollar-for-dollar basis for so long as, and to the extent that, the Investments made using such re-allocated amount remains outstanding); (n) advances of payroll payments to employees in the ordinary course of business; ; (o) Investments and other acquisitions to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower Holdings (or any direct or indirect parent thereofthereof or the Company); ; (p) Investments of a Restricted Subsidiary acquired after the Closing Date or of a Person merged or consolidated with any Restricted Subsidiary in accordance with this Section 7.04 6.04 and Section 7.03 6.03 after the Closing Date or that otherwise becomes a Restricted Subsidiary (provided that if such Investment is made under Section 7.04(h6.04(h), existing Investments in subsidiaries of such Restricted Subsidiary or Person shall comply with the requirements of Section 7.04(h6.04(h)) 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; ; (q) receivables owing to the Borrower or any Restricted Subsidiary, if created or acquired in the ordinary course of business; (r) Investments (A) for utilities, security deposits, leases and similar prepaid expenses incurred in the ordinary course of business and (B) trade accounts created, or prepaid expenses accrued, in the ordinary course of business; (s) non-cash Investments in connection with tax planning and reorganization activities; provided that after giving effect to any such activities, the security interests of the Lenders in the Collateral, taken as a whole, would not be materially impaired; (t) additional Investments so long as at the time of any such Investment and after giving effect thereto, the Payment Conditions are met; (u) Investments consisting of Indebtedness, Liens, fundamental changes, Dispositions and Restricted Payments permitted (other than by reference to this Section 7.04(v)) under Sections 7.01, 7.02, 7.03, 7.05 and 7.07, respectively; (v) contributions to a “rabbi” trust for the benefit of employees, directors, consultants, independent contractors or other service providers or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Borrower; (w) to the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases, acquisitions, licenses or leases of other assets, Intellectual Property, or other rights, in each case in the ordinary course of business; (x) any Investment in any Subsidiary or any joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business; (y) Investments by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”; (z) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Qualified Securitization Facility or any repurchase obligation in connection therewith, including, without limitation, Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Securitization Facilities or any related Indebtedness; (aa) Investments in the ordinary course of business in connection with Settlements; (bb) Investments arising as a result of sale-leaseback transactions; and (cc) Investments in joint ventures and Unrestricted Subsidiaries in an aggregate principal amount outstanding at any time not to exceed the greater of $200,000,000 and 20.0% of Consolidated EBITDA for the most recently ended Test Period as of such time.

Investments, Loans, Advances, Guarantees and Acquisitions. (a) The Borrower will shall not, and will not nor shall it permit any Restricted Subsidiary of its Material Subsidiaries to, make or hold permit to remain outstanding any Investment, except: (a) Permitted Investments at the time such Permitted Investment is made and purchases of assets in the ordinary course of business consistent with past practice; (b) loans, advances and other credit extensions to officers, members of the Board of Directors and employees of the Borrower and its Restricted Subsidiaries except (i) for reasonable Investments outstanding on the date hereof and customary business-related travel, entertainment, relocation (including moving expenses and costs identified in Part B of replacement homes), business machines or supplies, automobiles and analogous ordinary business purposesSchedule 3.06, (ii) in connection operating deposit accounts with such Person’s purchase of Equity Interests of the Borrower (or any direct or indirect parent thereof) (provided that 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 banks, (iii) for purposes not described in the foregoing clauses Permitted Investments, (i) and (ii), in an aggregate principal amount outstanding under this clause (iii) at any time not to exceed the greater of $100,000,000 and 10.0% of Consolidated EBITDA for the most recently ended Test Period as of such time; (civ) Investments by the Borrower and its Material Subsidiaries in their respective Subsidiaries, (v) Hedging Agreements, provided that when entering into any Restricted Subsidiary Hedging Agreement that at the time has, or at any time in the future may give rise to, any credit exposure, the aggregate credit exposure under all Hedging Agreements shall not exceed $25,000,000, (vi) Investments of Insurance Subsidiaries not prohibited by clause (b) of this Section 6.04, (vii) Permitted Acquisitions, and Investments (viii) loans advanced by any Restricted Subsidiary in any of the Borrower and its Material Subsidiaries to State Auto Mutual and its subsidiaries (that are not the Borrower or any other Restricted Subsidiary; provided that, in the case of any Investment by a Loan Party in a Restricted Subsidiary that is not a Loan Party, no Event of Default shall have occurred and be continuing or would result therefrom; (dits Subsidiaries) Investments consisting of (i) extensions of trade credit and accommodation guarantees in the ordinary course of business and (ii) loans and advances to customers; provided that so long as the aggregate unpaid principal amount balance of all such loans and advances outstanding under this clause (iiviii) does not at any time exceed $50,000,000. (b) The Borrower shall not exceed the greater of $25,000,000 and 2.5% of Consolidated EBITDA for the most recently ended Test Period as of such time; (e) Investments (i) existing or contemplated permit any Insurance Subsidiary to make any Investment if, on the Closing Date and set forth on Schedule 7.04(e) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) Investments existing on the Closing Date by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary and any modification, renewal or extension thereof; provided that the amount date of the original Investment is not increased except by the terms of such Investment to the extent as set forth on Schedule 7.04(e) or as otherwise permitted by this Section 7.04; (f) Investments in Swap Agreements incurred in the ordinary course of business and not for speculative purposes; (g) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (h) Permitted Acquisitions; (i) the Transactions; (j) Investments 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 in the ordinary course of business; (k) Investments (including debt obligations and Equity Interests) received in connection with the 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; (i) loans and advances to the Borrower (or any direct or indirect parent thereof) (x) 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 to the extent permitted to be made to the Borrower (or such parent) in accordance with Section 7.07(a) and (y) to the extent the proceeds thereof are contributed or loaned or advanced to another Restricted Subsidiary and (ii) Investments or Guarantees with respect to any direct or indirect parent of the Borrower that could otherwise be made as a Restricted Payment under Section 7.07, so long as the amount of such Investment or Guarantee is deducted from the amount available to be made as a Restricted Payment under the applicable clause of Section 7.07; (m) additional Investments and other acquisitions; provided that at the time any such Investment or other acquisition is made, the aggregate outstanding amount of such Investment or acquisition made in reliance on this clause (m), together with the aggregate amount of all consideration paid in connection with all other Investments and acquisitions made in reliance on this clause (m) (including the aggregate principal amount of all Indebtedness assumed in connection with any such other Investment or acquisition previously made under this clause (m)), shall not exceed the sum of (A) the greater of $500,000,000 and 50.0% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Investment or other acquisition, plus (B) the Available Equity Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment; (n) advances of payroll payments to employees in the ordinary course of business; (o) Investments and other acquisitions to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower (or any direct or indirect parent thereof); (p) Investments of a Subsidiary acquired after the Closing Date or of a Person merged or consolidated with any Subsidiary in accordance with this Section 7.04 and Section 7.03 after the Closing Date or that otherwise becomes a Subsidiary (provided that if which such Investment is made under Section 7.04(h), existing Investments in subsidiaries of such Subsidiary or Person shall comply with the requirements of Section 7.04(h)) 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; (q) receivables owing to the Borrower or any Restricted Subsidiary, if created or acquired in the ordinary course of business; (r) Investments (A) for utilities, security deposits, leases and similar prepaid expenses incurred in the ordinary course of business and (B) trade accounts created, or prepaid expenses accrued, in the ordinary course of business; (s) non-cash Investments in connection with tax planning and reorganization activities; provided that after giving effect to any such activities, the security interests of the Lenders in the Collateral, taken as a whole, would not be materially impaired; (t) additional Investments so long as at the time of any such Investment and after giving effect thereto, the Payment Conditions are met; (u) aggregate value of Investments consisting of Indebtedness, Liens, fundamental changes, Dispositions and Restricted Payments permitted (other than equity Investments) held by reference to such Insurance Subsidiary that are rated lower than “2” by the NAIC or are not rated by the NAIC would exceed 5% of the value of total invested assets. As used in this Section 7.04(v)) under Sections 7.016.04, 7.02, 7.03, 7.05 and 7.07, respectively; (v) contributions the “value” of an Investment refers to a “rabbi” trust for the benefit value of employees, directors, consultants, independent contractors or other service providers or other grantor trust subject to claims of creditors in such Investment that would be shown on the case of a bankruptcy most recent Statutory Statement of the Borrower; (w) to the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases, acquisitions, licenses or leases of other assets, Intellectual Property, or other rights, relevant Insurance Subsidiary prepared in each case in the ordinary course of business; (x) any Investment in any Subsidiary or any joint venture in connection accordance with intercompany cash management arrangements or related activities arising in the ordinary course of business; (y) Investments by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”; (z) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Qualified Securitization Facility or any repurchase obligation in connection therewith, including, without limitation, Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Securitization Facilities or any related Indebtedness; (aa) Investments in the ordinary course of business in connection with Settlements; (bb) Investments arising as a result of sale-leaseback transactions; and (cc) Investments in joint ventures and Unrestricted Subsidiaries in an aggregate principal amount outstanding at any time not to exceed the greater of $200,000,000 and 20.0% of Consolidated EBITDA for the most recently ended Test Period as of such timeSAP.

Investments, Loans, Advances, Guarantees and Acquisitions. The Holdings and the Borrower will not, and will not permit any Restricted Subsidiary to, make or hold any Investment, except: (a) Permitted Investments at the time such Permitted Investment is made and purchases of assets in the ordinary course of business consistent with past practice; (b) loans, loans or advances and other credit extensions to officers, members of the Board of Directors and employees of Holdings, the Borrower and its the Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation (including moving expenses and costs of replacement homes), business machines or supplies, automobiles and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower Holdings (or any direct or indirect parent thereof) (provided that the amount of such loans and advances made in cash to such Person shall be contributed to the Borrower Holdings 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 under this clause (iii) at any time not to exceed the greater of $100,000,000 and 10.0% of Consolidated EBITDA for the most recently ended Test Period as of such time5,000,000; (c) Investments by Holdings in the Borrower or any Restricted Subsidiary, Investments by the Borrower in Holdings or any Restricted Subsidiary and Investments by any Restricted Subsidiary in any of Holdings, the Borrower or any other Restricted Subsidiary; provided that, in that at the case of time any such Investment is made pursuant to this Section 6.04(c) by a Loan Party in a Restricted Subsidiary non-Loan Party, the aggregate outstanding amount of such Investments by Loan Parties in non-Loan Parties made pursuant to this Section 6.04(c), following the Amendment No. 2 Effective Date, shall not exceed the greater of (A) $100,000,000 and (B) 66% of Consolidated EBITDA for the Test Period then last ended, at the time of making such Investment (it being understood and agreed that is not to the extent subsequent to any such Investment a non-Loan Party shall become a Loan Party, no Event then such Investment shall not count as outstanding for purposes of Default shall have occurred and be continuing or would result therefromthis proviso); (d) Investments consisting of (i) extensions of trade credit and accommodation guarantees in the ordinary course of business and (ii) loans and advances to customers; provided that the aggregate principal amount of such loans and advances outstanding under this clause (ii) at any time shall not exceed the greater of $25,000,000 and 2.5% of Consolidated EBITDA for the most recently ended Test Period as of such timebusiness; (e) Investments (i) existing or contemplated on the Closing Effective Date and set forth on Schedule 7.04(e) 6.04 and any modification, replacement, renewal, reinvestment or extension thereof and (ii) Investments existing on the Closing Effective Date by Holdings, the Borrower or any Restricted Subsidiary in Holdings, the Borrower or any Restricted Subsidiary and any modification, renewal or extension thereof; provided that the amount of the original Investment is not increased except by the terms of such Investment to the extent as set forth on Schedule 7.04(e) 6.04 or as otherwise permitted by this Section 7.046.04; (f) Investments in Swap Agreements incurred in the ordinary course of business and not for speculative purposes; (g) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.056.05; (h) Permitted Acquisitions, provided that the aggregate principal amount of any financing provided by a Loan Party to a Restricted Subsidiary that is a non-Loan Party in connection with any Permitted Acquisition shall not exceed the greater of (A) $15,000,000 and (B) 20% of Consolidated EBITDA for the Test Period then last ended at the time of making such Investment; (i) the Transactions; (j) Investments 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 in the ordinary course of business; (k) Investments (including debt obligations and Equity Interests) received in connection with the 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; (il) loans and advances to the Borrower (or any direct or indirect parent thereof) Holdings Parent (x) 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 to the extent permitted to be made to the Borrower (or such parent) Holdings Parent in accordance with Section 7.07(a6.07(a) (other than Section 6.07(a)(xvii)(2)) and (y) to the extent the proceeds thereof are contributed or loaned or advanced to another Restricted Subsidiary and (ii) Investments Holdings or Guarantees with respect to any direct or indirect parent of the Borrower that could otherwise be made as a Restricted Payment under Section 7.07, so long as the amount of such Investment or Guarantee is deducted from the amount available to be made as a Restricted Payment under the applicable clause of Section 7.07Subsidiary; (m) additional Investments and other acquisitions; provided that at the time any such Investment or other acquisition is made, the aggregate outstanding amount of such Investment or acquisition made in reliance on this clause (m), together with the aggregate amount of all consideration paid in connection with all other Investments and acquisitions made in reliance on this clause (m) (including the aggregate principal amount of all Indebtedness assumed in connection with any such other Investment or acquisition previously made under this clause (m)), shall not exceed the sum of (A) the greater of (i)(A) $500,000,000 30,000,000 and 50.0(B) 47.5% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Investment or other acquisition, plus (Bii) the Available Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment, plus (iii) the Available Equity Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment, plus (iv) the unused portion of the basket set forth in Section 6.07(a)(xvi) which would otherwise be available for Restricted Payments (with any such usage of such basket under this Section 6.04(m)(iv) reducing the amount available under such other basket) plus (v) the unused portion of the basket set forth in Section 6.07(b)(iv) which would otherwise be available for payments in respect of Junior Financing (with any such usage of such basket under this Section 6.04(m)(iv) reducing the amount available under such other basket); (n) advances of payroll payments to employees in the ordinary course of business; (o) Investments and other acquisitions to the extent that payment for such Investments is made with Qualified Equity Interests (excluding Qualified Equity Interests the proceeds of the Borrower (which will be applied as Cure Amounts) of Holdings or any direct or indirect parent thereof)Holdings Parent; (p) Investments of a Subsidiary acquired after the Closing Effective Date or of a Person merged merged, amalgamated or consolidated with any Subsidiary in accordance with this Section 7.04 6.04 and Section 7.03 6.03 after the Closing Effective Date or that otherwise becomes a Subsidiary (provided that if such Investment is made under Section 7.04(h6.04(h), existing Investments in subsidiaries of such Subsidiary or Person shall comply with the requirements of Section 7.04(h6.04(h)) to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger merger, amalgamation or consolidation; (q) receivables owing to Holdings, the Borrower or any Restricted Subsidiary, if created or acquired in the ordinary course of business; (r) Investments (A) for utilities, security deposits, leases and similar prepaid expenses incurred in the ordinary course of business and (B) trade accounts created, or prepaid expenses accrued, in the ordinary course of business; (s) non-cash any Permitted Reorganization and any Investments in connection with tax planning and reorganization activities; provided that after giving effect to any such activities, the security interests of the Lenders in the Collateral, taken as a whole, would not be materially impairedtherewith; (t) additional Investments so long as at the time of any such Investment and after giving effect thereto, on a Pro Forma Basis, the Payment Conditions are metTotal Net Leverage Ratio is no greater than 5.00 to 1.00; (u) Investments consisting of Indebtedness, Liens, fundamental changes, Dispositions and Restricted Payments permitted (other than by reference to this Section 7.04(v6.04(u)) under Sections 7.016.01, 7.026.02, 7.036.03, 7.05 6.05 and 7.076.07, respectively; (v) contributions to a “rabbi” trust for the benefit of employees, directors, consultants, independent contractors or other service providers or other grantor trust subject to claims of creditors in the case of a bankruptcy of Holdings or the Borrower; (w) to the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases, acquisitions, licenses or leases of other assets, Intellectual Property, or other rights, in each case in the ordinary course of business; (x) any Investment in any Subsidiary or any joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business; (y) Investments made by an Unrestricted Subsidiary entered into (other than Investments made with the proceeds of Investments made in reliance on Section 6.04(bb)) prior to the day such Unrestricted Subsidiary is redesignated re-designated as a Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”; (z) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Qualified Securitization Facility or any repurchase obligation in connection therewith, including, without limitation, Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Securitization Facilities or any related Indebtedness; (aa) Investments in the ordinary course of business in connection with Settlements; (bb) Investments arising in any Unrestricted Subsidiaries, joint ventures and Persons which do not become Loan Parties as a result of salesuch Investment in an amount not to exceed the greater of (A) $10,000,000 and (B) 15% of Consolidated EBITDA for the Test Period then last ended at the time of making such Investment; provided that such Investments pursuant to clause (B) of this Section 6.04(bb) shall only be permitted to the extent that at the time of any such Investment and after giving effect thereto, on a Pro Forma Basis, the Total Net Leverage Ratio is no greater than 5.00 to 1.00 (it being understood and agreed that to the extent subsequent to any such Investment a non-leaseback transactions; andLoan Party shall become a Loan Party, then such Investment shall not count as outstanding for purposes of this proviso); (cc) Investments in joint ventures any Person engaged in a business similar to the business activities of Holdings and Unrestricted its Subsidiaries on the Effective Date or business activities which are extensions thereof or otherwise incidental, corollary, synergistic, reasonably related or ancillary to any of the foregoing in an aggregate principal amount outstanding at any time not to exceed the greater of (A) $200,000,000 10,000,000 and 20.0(B) 15% of Consolidated EBITDA for the most recently ended Test Period as then last ended at the time of making such Investment; (dd) asset purchases (including purchases of inventory, supplies and materials) and the granting of non-exclusive licenses or contribution of intellectual property pursuant to joint marketing arrangements with other Persons, in each case in the ordinary course of business; (ee) the investment by any Restricted Subsidiary that is not a Loan Party in a Person that is not a Loan Party, and will not become a Loan Party upon the making of such timeInvestment, to the extent such Investments is funded with amounts attributable to the cash flow of a Restricted Subsidiary that is not a Loan Party; (ff) Investments in connection with Intercompany License Agreements; (gg) Investments consisting of xxxx xxxxxxx money deposits in connection with a Permitted Acquisition or other Investment permitted hereunder; (hh) Investments solely to the extent such Investments reflect an increase in the value of Investments otherwise permitted under this Section 6.04; and (ii) Term Loans repurchased by Holdings or a Restricted Subsidiary pursuant to and in accordance with Section 2.11(a)(ii) or Section 9.04, so long as such loans are immediately cancelled. For the avoidance of doubt, if an Investment would be permitted under any provision of this Section 6.04 (other than Section 6.04(h)) and as a Permitted Acquisition, such Investment need not satisfy the requirements otherwise applicable to a Permitted Acquisition unless such Investments are consummated in reliance on Section 6.04(h). In addition, to the extent an Investment is permitted to be made by Holdings or a Restricted Subsidiary directly in any Restricted Subsidiary or any other Person who is not a Loan Party (each such person, a “Target Person”) under any provision of this Section 6.04, such Investment may be made by advance, contribution or distribution directly or indirectly to a Holdings Parent and further advanced or contributed substantially simultaneously by such Holdings Parent to a Loan Party or other Restricted Subsidiary for purposes of ultimately making the relevant Investment in the Target Person without constituting an Investment for purposed of Section 6.04 (it being understood that such Investment must satisfy the requirements of, and shall count toward any thresholds or baskets in, the applicable clause under Section 6.04 as if made by the applicable Restricted Subsidiary directly to the Target Person).

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will not, and will not permit any Restricted Subsidiary to, make or hold any Investment, except: (a) : 183. Permitted Investments at the time such Permitted Investment is made and purchases of assets in the ordinary course of business consistent with past practice; (b) loans, ; 184. loans or advances and other credit extensions to officers, members of the Board of Directors and employees of Holdings, the Borrower and its Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation (including moving expenses and costs of replacement homes), business machines or supplies, automobiles and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower Holdings (or any direct or indirect parent thereof) (provided that 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 such amounts shall not increase the Available Amount and (iii) for purposes not described in the foregoing clauses (i) and (ii), in an aggregate principal amount outstanding under this clause (iii) at any time not to exceed the greater of $100,000,000 and 10.0% of Consolidated EBITDA for the most recently ended Test Period as of such time; (c) 5,000,000; 185. Investments by the Borrower in any Restricted Subsidiary and Investments by any Restricted Subsidiary in any of the Borrower or any other Restricted Subsidiary; provided that, in the case of any Investment by a Loan Party (other than Holdings) in a Restricted Subsidiary that is not a Loan Party, (i) no Event of Default shall have occurred and be continuing or would result therefrom; (d) Investments consisting of (i) extensions of trade credit and accommodation guarantees in therefrom at the ordinary course of business time such Investment is made and (ii) loans and advances to customers; provided that the aggregate principal amount of all such loans and advances outstanding under Investments made by Loan Parties after the Closing Date in Restricted Subsidiaries that are not Loan Parties in reliance on this clause (iic) at any time shall not exceed (together with the aggregate amount of Indebtedness outstanding in reliance on Section 6.01(xxiii) and Investments made in reliance on the proviso to Section 6.04(h)) the greater of $25,000,000 17,000,000 and 2.525% of Consolidated EBITDA for the most recently ended Test Period as of such timethen ended; (e) Investments (i) existing or contemplated on the Closing Date and set forth on Schedule 7.04(e) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) Investments existing on the Closing Date by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary and any modification, renewal or extension thereof; provided that the amount of the original Investment is not increased except by the terms of such Investment to the extent as set forth on Schedule 7.04(e) or as otherwise permitted by this Section 7.04; (f) Investments in Swap Agreements incurred in the ordinary course of business and not for speculative purposes; (g) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (h) Permitted Acquisitions; (i) the Transactions; (j) Investments 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 in the ordinary course of business; (k) Investments (including debt obligations and Equity Interests) received in connection with the 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; (i) loans and advances to the Borrower (or any direct or indirect parent thereof) (x) 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 to the extent permitted to be made to the Borrower (or such parent) in accordance with Section 7.07(a) and (y) to the extent the proceeds thereof are contributed or loaned or advanced to another Restricted Subsidiary and (ii) Investments or Guarantees with respect to any direct or indirect parent of the Borrower that could otherwise be made as a Restricted Payment under Section 7.07, so long as the amount of such Investment or Guarantee is deducted from the amount available to be made as a Restricted Payment under the applicable clause of Section 7.07; (m) additional Investments and other acquisitions; provided that at the time any such Investment or other acquisition is made, the aggregate outstanding amount of such Investment or acquisition made in reliance on this clause (m), together with the aggregate amount of all consideration paid in connection with all other Investments and acquisitions made in reliance on this clause (m) (including the aggregate principal amount of all Indebtedness assumed in connection with any such other Investment or acquisition previously made under this clause (m)), shall not exceed the sum of (A) the greater of $500,000,000 and 50.0% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Investment or other acquisition, plus (B) the Available Equity Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment; (n) advances of payroll payments to employees in the ordinary course of business; (o) Investments and other acquisitions to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower (or any direct or indirect parent thereof); (p) Investments of a Subsidiary acquired after the Closing Date or of a Person merged or consolidated with any Subsidiary in accordance with this Section 7.04 and Section 7.03 after the Closing Date or that otherwise becomes a Subsidiary (provided that if such Investment is made under Section 7.04(h), existing Investments in subsidiaries of such Subsidiary or Person shall comply with the requirements of Section 7.04(h)) 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; (q) receivables owing to the Borrower or any Restricted Subsidiary, if created or acquired in the ordinary course of business; (r) Investments (A) for utilities, security deposits, leases and similar prepaid expenses incurred in the ordinary course of business and (B) trade accounts created, or prepaid expenses accrued, in the ordinary course of business; (s) non-cash Investments in connection with tax planning and reorganization activities; provided that after giving effect to any such activities, the security interests of the Lenders in the Collateral, taken as a whole, would not be materially impaired; (t) additional Investments so long as at the time of any such Investment and after giving effect thereto, the Payment Conditions are met; (u) Investments consisting of Indebtedness, Liens, fundamental changes, Dispositions and Restricted Payments permitted (other than by reference to this Section 7.04(v)) under Sections 7.01, 7.02, 7.03, 7.05 and 7.07, respectively; (v) contributions to a “rabbi” trust for the benefit of employees, directors, consultants, independent contractors or other service providers or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Borrower; (w) to the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases, acquisitions, licenses or leases of other assets, Intellectual Property, or other rights, in each case in the ordinary course of business; (x) any Investment in any Subsidiary or any joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business; (y) Investments by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”; (z) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Qualified Securitization Facility or any repurchase obligation in connection therewith, including, without limitation, Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Securitization Facilities or any related Indebtedness; (aa) Investments in the ordinary course of business in connection with Settlements; (bb) Investments arising as a result of sale-leaseback transactions; and (cc) Investments in joint ventures and Unrestricted Subsidiaries in an aggregate principal amount outstanding at any time not to exceed the greater of $200,000,000 and 20.0% of Consolidated EBITDA for the most recently ended Test Period as of such time.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will not, and will not permit any Restricted Subsidiary to, make or hold any Investment, except: : (a) Permitted Investments at the time such Permitted Investment is made and purchases of assets assets, in the ordinary course of business consistent with past practice; ; (b) loans, advances and other credit extensions to officers, members of the Board of Directors and employees of the Borrower and its Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation (including moving expenses and costs of replacement homes), business machines or supplies, automobiles and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower (or any direct or indirect parent thereof) (provided that 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 under this clause (iii) at any time not to exceed the greater of $100,000,000 and 10.0% of Consolidated EBITDA for the most recently ended Test Period as of such time; 40,000,000; (c) Investments by the Borrower in any Restricted Subsidiary and Investments by any Restricted Subsidiary in any of the Borrower or any other Restricted Subsidiary; provided that, in the case -130- of any Investment by a Loan Party in a Restricted Subsidiary that is not a Loan Party, (i) no Event of Default shall have occurred and be continuing or would result therefrom; therefrom and (ii) the aggregate principal amount of such Investments outstanding at any time shall not exceed the greater of $186,720,000 and 40% of Consolidated EBITDA for the most recently ended Test Period as of such time; (d) Investments consisting of (i) extensions of trade credit and accommodation guarantees in the ordinary course of business and (ii) loans and advances to customers; provided that the aggregate principal amount of such loans and advances outstanding under this clause (ii) at any time shall not exceed the greater of $25,000,000 and 2.5% of Consolidated EBITDA for the most recently ended Test Period as of such time; 10,000,000; (e) Investments (i) existing or contemplated on the Closing Effective Date and set forth on Schedule 7.04(e6.04(e) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) Investments existing on the Closing Effective Date by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary and any modification, renewal or extension thereof; provided that the amount of the original Investment is not increased except by the terms of such Investment to the extent as set forth on Schedule 7.04(e6.04(e) or as otherwise permitted by this Section 7.04; 6.04; (f) Investments in Swap Agreements incurred in the ordinary course of business and not for speculative purposes; ; (g) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; 6.05; (h) Permitted Acquisitions; ; (i) the Transactions; ; (j) Investments 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 in the ordinary course of business; ; (k) Investments (including debt obligations and Equity Interests) received in connection with the 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; ; (il) loans and advances to the Borrower (or any direct or indirect parent thereof) (x) 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 to the extent permitted to be made to the Borrower (or such parent) in accordance with Section 7.07(a6.07(a) and (y) to the extent the proceeds thereof are contributed or loaned or advanced to another any Restricted Subsidiary and (ii) Investments or Guarantees with respect to any direct or indirect parent of the Borrower that could otherwise be made as a Restricted Payment under Section 7.07, so long as the amount of such Investment or Guarantee is deducted from the amount available to be made as a Restricted Payment under the applicable clause of Section 7.07; Subsidiary; (m) additional Investments and other acquisitions; provided that at the time any such Investment or other acquisition is made, the aggregate outstanding amount of such Investment or acquisition made in reliance on this clause (m), together with the aggregate amount of all consideration paid in connection with all other Investments and acquisitions made in reliance on this clause (m) (including the aggregate principal amount of all Indebtedness assumed in connection with any such other Investment or acquisition previously made under this clause (m)), shall not exceed the sum of (A) the greater of -131- $500,000,000 350,100,000 and 50.075.0% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Investment or other acquisition, plus (B) the Available Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment; provided that amounts pursuant to clause (b) of the definition of “Available Amount” may only be used to fund an Investment pursuant to this clause (m)(B) to the extent that no Event of Default shall have occurred and be continuing or would result from such Investment, plus (C) the Available Equity Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment; ; (n) advances of payroll payments to employees in the ordinary course of business; ; (o) Investments and other acquisitions to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower (or any direct or indirect parent thereof); Borrower; (p) Investments of a Subsidiary acquired after the Closing Effective Date or of a Person merged or consolidated with any Subsidiary in accordance with this Section 7.04 6.04 and Section 7.03 6.03 after the Closing Effective Date or that otherwise becomes a Subsidiary (provided that if such Investment is made under Section 7.04(h6.04(h), existing Investments in subsidiaries of such Subsidiary or Person shall comply with the requirements of Section 7.04(h6.04(h)) 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; ; (q) receivables owing to the Borrower or any Restricted Subsidiary, if created or acquired in the ordinary course of business; ; (r) Investments (A) for utilities, security deposits, leases and similar prepaid expenses incurred in the ordinary course of business and (B) trade accounts created, or prepaid expenses accrued, in the ordinary course of business; ; (s) non-cash Investments in connection with tax planning and reorganization activities; provided that after giving effect to any such activities, the security interests of the Lenders in the Collateral, taken as a whole, would not be materially impaired; ; (t) additional Investments so long as at the time of any such Investment and after giving effect thereto, (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (ii) on a Pro Forma Basis, the Payment Conditions are met; Total Net Leverage Ratio is no greater than 4.00 to 1.00; (u) Investments consisting of Indebtedness, Liens, fundamental changes, Dispositions and Restricted Payments permitted (other than by reference to this Section 7.04(v6.04(u)) under Sections 7.016.01, 7.026.02, 7.036.03, 7.05 6.05 and 7.076.07, respectively; ; (v) contributions to a “rabbi” trust for the benefit of employees, directors, consultants, independent contractors or other service providers or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Borrower; ; (w) to the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases, acquisitions, licenses or leases of other assets, Intellectual Property, or other rights, in each case in the ordinary course of business; (x) any Investment in any Subsidiary or any joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business; (y) Investments by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”; (z) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Qualified Securitization Facility or any repurchase obligation in connection therewith, including, without limitation, Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Securitization Facilities or any related Indebtedness; (aa) Investments in the ordinary course of business in connection with Settlements; (bb) Investments arising as a result of sale-leaseback transactions; and (cc) Investments in joint ventures and Unrestricted Subsidiaries in an aggregate principal amount outstanding at any time not to exceed the greater of $200,000,000 and 20.0% of Consolidated EBITDA for the most recently ended Test Period as of such time.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will not, and will not permit any Restricted Subsidiary to, and Holdings will not permit Public Sector to, make or hold any Investment, except: : (a) Permitted Investments at the time such Permitted Investment is made and purchases of assets in the ordinary course of business consistent with past practice; ; (b) loans, loans or advances and other credit extensions to officers, members of the Board of Directors and employees of Holdings, any Intermediate Parent, the Borrower and its Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation (including moving expenses and costs of replacement homes), business machines or supplies, automobiles and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower Holdings (or any direct or indirect parent thereof) (provided that the amount of such loans and advances made in cash to such Person shall be immediately contributed to the Borrower in cash as common equity or Qualified Equity InterestsInterests and shall not increase the Available Equity Amount) and (iii) for purposes not described in the foregoing clauses (i) and (ii), in an aggregate principal amount outstanding under at any time in reliance on this clause (iii) at any time not to exceed the greater of $100,000,000 9,000,000 and 10.07.5% of Consolidated EBITDA for the most recently ended Test Period as of such time; ; (c) Investments by the Borrower in any Restricted Subsidiary and Investments by any Restricted Subsidiary in any of the Borrower or any other Restricted Subsidiary; provided that, other than with respect to any such Investment made in the case ordinary course of business, the aggregate outstanding amount of all Investments made pursuant to this Section 6.04(c) and Section 6.04(t) in any Investment by a Loan Party in a Restricted Subsidiary that is not a Loan Party, no Event Party shall not exceed an aggregate amount equal to the greater of Default shall have occurred $40,000,000 and be continuing or would result therefrom; 33.0% of Consolidated EBITDA for the most recently ended Test Period after giving effect to such Investment; (d) Investments consisting of (i) extensions of trade credit and accommodation guarantees in the ordinary course of business and (ii) loans and advances to customersbusiness; provided that the aggregate principal amount of such loans and advances outstanding under this clause (ii) at any time shall not exceed the greater of $25,000,000 and 2.5% of Consolidated EBITDA for the most recently ended Test Period as of such time; (e) Investments (i) existing or contemplated on the Closing Effective Date and set forth on Schedule 7.04(e) and any modification, replacement, renewal, reinvestment or extension thereof thereof; provided that any Investment in an amount greater than $3,500,000 shall only be permitted if set forth on Schedule 6.04(e) and (ii) Investments existing on the Closing Effective Date by the any Borrower or any Restricted Subsidiary in the any Borrower or any Restricted Subsidiary and any modification, renewal or extension thereof; provided provided, in each case, that the amount of the original Investment as of the Effective Date is not increased except by the terms of such Investment to the extent as extent, in the event such increase is in excess of $3,500,000, set forth on Schedule 7.04(e6.04(e) or as otherwise permitted by this Section 7.046.04; (f) Investments in Swap Agreements incurred in the ordinary course of business and not for speculative purposes; (g) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (h) Permitted Acquisitions; (i) the Transactions; (j) Investments 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 in the ordinary course of business; (k) Investments (including debt obligations and Equity Interests) received in connection with the 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; (i) loans and advances to the Borrower (or any direct or indirect parent thereof) (x) 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 to the extent permitted to be made to the Borrower (or such parent) in accordance with Section 7.07(a) and (y) to the extent the proceeds thereof are contributed or loaned or advanced to another Restricted Subsidiary and (ii) Investments or Guarantees with respect to any direct or indirect parent of the Borrower that could otherwise be made as a Restricted Payment under Section 7.07, so long as the amount of such Investment or Guarantee is deducted from the amount available to be made as a Restricted Payment under the applicable clause of Section 7.07; (m) additional Investments and other acquisitions; provided that at the time any such Investment or other acquisition is made, the aggregate outstanding amount of such Investment or acquisition made in reliance on this clause (m), together with the aggregate amount of all consideration paid in connection with all other Investments and acquisitions made in reliance on this clause (m) (including the aggregate principal amount of all Indebtedness assumed in connection with any such other Investment or acquisition previously made under this clause (m)), shall not exceed the sum of (A) the greater of $500,000,000 and 50.0% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Investment or other acquisition, plus (B) the Available Equity Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment; (n) advances of payroll payments to employees in the ordinary course of business; (o) Investments and other acquisitions to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower (or any direct or indirect parent thereof); (p) Investments of a Subsidiary acquired after the Closing Date or of a Person merged or consolidated with any Subsidiary in accordance with this Section 7.04 and Section 7.03 after the Closing Date or that otherwise becomes a Subsidiary (provided that if such Investment is made under Section 7.04(h), existing Investments in subsidiaries of such Subsidiary or Person shall comply with the requirements of Section 7.04(h)) 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; (q) receivables owing to the Borrower or any Restricted Subsidiary, if created or acquired in the ordinary course of business; (r) Investments (A) for utilities, security deposits, leases and similar prepaid expenses incurred in the ordinary course of business and (B) trade accounts created, or prepaid expenses accrued, in the ordinary course of business; (s) non-cash Investments in connection with tax planning and reorganization activities; provided that after giving effect to any such activities, the security interests of the Lenders in the Collateral, taken as a whole, would not be materially impaired; (t) additional Investments so long as at the time of any such Investment and after giving effect thereto, the Payment Conditions are met; (u) Investments consisting of Indebtedness, Liens, fundamental changes, Dispositions and Restricted Payments permitted (other than by reference to this Section 7.04(v)) under Sections 7.01, 7.02, 7.03, 7.05 and 7.07, respectively; (v) contributions to a “rabbi” trust for the benefit of employees, directors, consultants, independent contractors or other service providers or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Borrower; (w) to the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases, acquisitions, licenses or leases of other assets, Intellectual Property, or other rights, in each case in the ordinary course of business; (x) any Investment in any Subsidiary or any joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business; (y) Investments by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”; (z) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Qualified Securitization Facility or any repurchase obligation in connection therewith, including, without limitation, Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Securitization Facilities or any related Indebtedness; (aa) Investments in the ordinary course of business in connection with Settlements; (bb) Investments arising as a result of sale-leaseback transactions; and (cc) Investments in joint ventures and Unrestricted Subsidiaries in an aggregate principal amount outstanding at any time not to exceed the greater of $200,000,000 and 20.0% of Consolidated EBITDA for the most recently ended Test Period as of such time.

Investments, Loans, Advances, Guarantees and Acquisitions. The Neither Holdings nor the Borrower will, nor will not, and will not they permit any Restricted Subsidiary to, make or hold any Investment, except: (a) Permitted Investments at the time such Permitted Investment is made and purchases of assets in the ordinary course of business consistent with past practicemade; (b) loans, loans or advances and other credit extensions to officers, members directors, employees and other service providers of the Board of Directors and employees of Holdings, the Borrower and its the Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation (including moving expenses and costs of replacement homes), business machines or supplies, automobiles and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower in Holdings (or any direct or indirect parent thereof) (provided that the amount of such loans and advances made in cash to such Person shall be contributed to Holdings or 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 at the time of incurrence thereof and after giving Pro Forma Effect thereto, in an the aggregate principal amount outstanding under in reliance on this clause (iii) at any time shall not to exceed the greater of $100,000,000 30,000,000 and 10.05% of Consolidated EBITDA for the most recently ended Test Period as of such time; (c) Investments by Holdings, the Borrower in any Restricted Subsidiary and Investments by or any Restricted Subsidiary in any of Holdings, the Borrower or any other Restricted Subsidiary; provided that, in the case of any Investment by a Loan Party in a Restricted Subsidiary that is not a Loan Party, no Event of Default shall have occurred and be continuing or would result therefrom; (d) Investments consisting of (i) extensions of trade credit and accommodation guarantees prepayments to suppliers in the ordinary course of business and (ii) loans and advances to customers; provided that the aggregate principal amount of such loans and advances outstanding under this clause (ii) at any time shall not exceed the greater of $25,000,000 and 2.5% of Consolidated EBITDA for the most recently ended Test Period as of such timebusiness; (e) Investments consisting of extensions of trade credit in the ordinary course of business; (f) Investments (i) existing or contemplated on the Closing Effective Date and set forth on Schedule 7.04(e6.04(f) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) Investments existing on the Closing Date date hereof by Holdings, the Borrower or any Restricted Subsidiary in Holdings, the Borrower or any Restricted Subsidiary and any modification, renewal or extension thereof; provided that the amount of the original Investment is not increased except by the terms of such Investment to the extent as set forth on Schedule 7.04(e6.04(f) or as otherwise permitted by this Section 7.046.04; (fg) Investments in Swap Agreements incurred in the ordinary course of business and not for speculative purposespermitted under Section 6.01; (gh) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.056.05; (hi) Permitted Acquisitions; (ij) the Transactions; (jk) Investments 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 in the ordinary course of businessconsistent with past practices; (kl) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers customers, from financially troubled account debtors 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; (im) loans and advances to the Borrower Holdings (or any direct or indirect parent thereof) (x) 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 to the extent permitted to be made to the Borrower Holdings (or such parent) in accordance with Section 7.07(a) and (y) to the extent the proceeds thereof are contributed or loaned or advanced to another Restricted Subsidiary and (ii) Investments or Guarantees with respect to any direct or indirect parent of the Borrower that could otherwise be made as a Restricted Payment under Section 7.07, so long as the amount of such Investment or Guarantee is deducted from the amount available to be made as a Restricted Payment under the applicable clause of Section 7.076.08(a); (mn) additional other Investments and other acquisitions; provided that acquisitions (i) so long as, at the time any such Investment or other acquisition is made, the aggregate outstanding amount of such Investment or acquisition all Investments made in reliance on this clause (m), i) together with the aggregate amount of all consideration paid in connection with all other Investments and acquisitions made in reliance on this clause (mi) after the Effective Date (including the aggregate principal amount of all Indebtedness assumed in connection with any such other Investment or acquisition previously made under this clause (m)acquisition), shall not exceed the sum of (A) the greater of $500,000,000 265,000,000 and 50.050% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Investment or other acquisition, plus (Bii) so long as immediately after giving effect to any such Investment no Event of Default under Section 7.01(a), (b), (h) or (i) has occurred and is continuing, in an amount not to exceed the Available Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment, (iii) in an amount not to exceed the Available Equity Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such InvestmentInvestment and (iv) in an amount not to exceed the Available RP Capacity Amount; (no) any transaction to the extent it constitutes an Investment that is permitted and made in accordance with the provisions of Section 5.18 (except transactions described in clauses (ii) and (ix) of such Section); (p) advances of payroll payments to employees and other service providers in the ordinary course of business, consistent with past practice or consistent with industry norm; (oq) Investments and other acquisitions to the extent that payment for such Investments is made with Qualified Equity Interests (excluding Cure Amounts) of the Borrower Holdings (or any direct or indirect parent thereof); provided that (i) such amounts used pursuant to this clause (q) shall not increase the Available Equity Amount or be applied to increase any other basket hereunder and (ii) any amounts used for such an Investment or other acquisition that are not Qualified Equity Interests of Holdings (or any direct or indirect parent thereof) shall otherwise be permitted pursuant to this Section 6.04; (pr) Investments of a Subsidiary acquired after the Closing Effective Date or of a Person merged or consolidated with any Subsidiary in accordance with this Section 7.04 and Section 7.03 6.03 after the Closing Effective Date or that otherwise becomes a Subsidiary (provided that if such Investment is made under Section 7.04(h), existing Investments in subsidiaries of such Subsidiary or Person shall comply with the requirements of Section 7.04(h)) 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; (qs) receivables owing to Investments in subsidiaries of the Borrower or any Restricted Subsidiary, if created or acquired in the ordinary course of business; (r) Investments (A) for utilities, security deposits, leases and similar prepaid expenses incurred in the ordinary course of business and (B) trade accounts created, or prepaid expenses accrued, in the ordinary course of business; (s) non-cash Investments in connection with tax planning and reorganization activitiesinternal reorganizations and/or any Tax Restructuring; provided that after giving effect to any such activities, the security interests of the Lenders in the Collateral, taken as a whole, would not be materially impaired; (t) additional Investments so long as at the time of any such Investment and after giving effect thereto, the Payment Conditions are met; (u) Investments consisting of Lxxxx, Indebtedness, Liens, fundamental changes, Dispositions and Restricted Payments permitted (other than by reference to this Section 7.04(v6.04(t)) under Sections 7.01Section 6.01, 7.026.02, 7.036.03, 7.05 6.05 and 7.076.08, respectively, in each case, other than by reference to this Section 6.04(t); (u) additional Investments; provided that after giving effect to such Investment on a Pro Forma Basis either (i) the Interest Coverage Ratio is no less than or equal to the lesser of (x) the Interest Coverage Ratio in effect immediately prior to the making of such Investment and (y) 1.75 to 1.00 or (ii) the Total Leverage Ratio is equal to or less than the greater of (x) the Total Leverage Ratio in effect immediately prior to the making of such Investment and (y) 5.50 to 1.00; (v) contributions to a “rabbi” trust for the benefit of employees, directors, consultants, independent contractors or other service providers or other grantor trust subject to claims of creditors in the case of a bankruptcy of Holdings or the Borrower; (w) to the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases, acquisitions, licenses or leases of other assets, Intellectual Property, or other rights, in each case in the ordinary course of business; (x) any Investment in any Subsidiary or any joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business; (y) Investments by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”; (zy) any Investment in a Similar Business; provided that at the time any such Investment is made, the aggregate outstanding amount of all Investments made in or relating to a Securitization Subsidiary that, in reliance on this clause (y) after the good faith determination Effective Date together with the aggregate amount of the Borrower are necessary or advisable to effect any Qualified Securitization Facility or any repurchase obligation in connection therewith, including, without limitation, Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Securitization Facilities or any related Indebtedness; (aa) Investments in the ordinary course of business all consideration paid in connection with Settlements; all other Investments made in reliance on this clause (bb) Investments arising as a result of sale-leaseback transactions; and (cc) Investments in joint ventures and Unrestricted Subsidiaries in an aggregate principal amount outstanding at any time y), shall not to exceed the greater of (A) $200,000,000 290,000,000 and 20.0(B) 55% of Consolidated EBITDA for the most recently ended Test Period as after giving Pro Forma Effect to the making of such time.Investment; (z) Investments in Unrestricted Subsidiaries and any Person of which the Borrower or any Restricted Subsidiary owns any Equity Interest; provided that at the time any such Investment is made, the aggregate outstanding amount of all Investments made in reliance on this clause (z) together with the aggregate amount of all consideration paid in connection with all other Investments made in reliance on this clause (z) after the Effective Date, shall not exceed the greater of (A) $265,000,000 and (B) 50% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Investment; (aa) Investments in Subsidiaries in the form of receivables and related assets required in connection with a Permitted Receivables Financing (including the contribution or lending of cash and cash equivalents to Subsidiaries to finance the purchase of such assets from Holdings, the Borrower or other Restricted Subsidiaries or to otherwise fund required reserves); and (bb) Investments by a captive insurance subsidiary in accordance with any investment policy or any insurance statutes or regulations applicable to it; (cc) Investments in connection with the Transactions; (dd) guarantees by the Borrower or any of the Restricted Subsidiaries of leases (other than Capitalized Leases), contracts or of other obligations of the Borrower or any Restricted Subsidiary that do not constitute Indebtedness, in each case entered into in the ordinary course of business; and (ee) to the extent constituting an Investment, advances in respect of transfer pricing and cost-sharing arrangements (i.e., “cost-plus” arrangements) that are in the ordinary course of business

Investments, Loans, Advances, Guarantees and Acquisitions. The Neither Holdings nor any Borrower will, nor will not, and will not they permit any Restricted Subsidiary to, make or hold any Investment, except: (a) Permitted Investments at the time such Permitted Investment is made and purchases of assets in the ordinary course of business consistent with past practicecash; (b) loans, advances and investments constituting the purchase or other credit extensions to officers, members acquisition (in one transaction or a series of related transactions) of all or substantially all of the Board property and assets or business of Directors and employees any Person or of the Borrower and its Restricted Subsidiaries (i) for reasonable and customary business-related travelassets constituting a business unit, entertainment, relocation (including moving expenses and costs a line of replacement homes), business machines or supplies, automobiles and analogous ordinary business purposes, (ii) in connection with division of such Person’s purchase of , or the Equity Interests in a Person that, upon the consummation thereof, will be a Restricted Subsidiary if, after giving effect thereto on a Pro Forma Basis, the Borrowers would be in compliance with Sections 6.12 and 6.13 for the most recently ended period of four consecutive fiscal quarters of Holdings as they would apply without giving effect to the Borrower (or any direct or indirect parent thereof) (Relief Period; provided that the aggregate amount of cash consideration paid in respect of such investments (including in the form of loans and or advances made in cash to such Person shall be contributed to Restricted Subsidiaries that are not Loan Parties) by Loan Parties involving the Borrower in cash as common equity or Qualified Equity Interests) and (iii) for purposes acquisition of Restricted Subsidiaries that do not described in the foregoing clauses (i) and (ii), in an aggregate principal amount become Loan Parties outstanding under this clause (iii) at any time not to exceed the greater of $100,000,000 and 10.0% of Consolidated EBITDA for the most recently ended Test Period as of such time; (c) Investments by the Borrower in any Restricted Subsidiary and Investments by any Restricted Subsidiary in any of the Borrower or any other Restricted Subsidiary; provided that, in the case of any Investment by a Loan Party in a Restricted Subsidiary that is not a Loan Party, no Event of Default shall have occurred and be continuing or would result therefrom; (d) Investments consisting of (i) extensions of trade credit and accommodation guarantees in the ordinary course of business and (ii) loans and advances to customers; provided that the aggregate principal amount of such loans and advances outstanding under this clause (iib) at any time shall not exceed the greater of $25,000,000 (i) €100,000,000 and 2.5(ii) 5.50% of Consolidated EBITDA for Total Assets (provided, that to the most recently ended Test Period as of extent such timeRestricted Subsidiaries do become Loan Parties, the aggregate amount outstanding in reliance on this clause (b) shall be reduced by the amount initially utilized); (ec) [reserved]; (d) Investments (i) existing or contemplated on the Closing Effective Date and to the extent having a principal amount in excess of €5,000,000 individually or €10,000,000 in the aggregate (other than with respect to intercompany Investments) set forth on Schedule 7.04(e) 6.04 and any modification, replacement, renewal, reinvestment or extension thereof thereof; (e) Investments by Holdings in the Borrowers and by Holdings, the Borrowers and the Restricted Subsidiaries in Equity Interests of their respective Subsidiaries; provided that (i) if such Investment is made during the Relief Period, such Investment shall only be made in Equity Interests of Subsidiaries that are Loan Parties, (ii) Investments existing any such Equity Interests held by a Loan Party in any other Loan Party shall be pledged to the extent required by the definition of the term “Collateral and Guarantee Requirement” and (iiiii) the making of such Investment by any Loan Party in any Restricted Subsidiary that is not a Loan Party shall not, at the time such Investment is made and after giving effect thereto, cause the Non-Guarantor Debt and Investment Basket to be exceeded, provided that if any such investment under this subclause (iiiii) is made for the purpose of making an investment, loan or advance permitted under clause (u) of this Section, the amount available under this clause (e) shall not be reduced by the amount of any such investment, loan or advance which reduces the basket under clause (u) of this Section; (f) loans or advances made by Holdings or any Borrower to any Restricted Subsidiary and made by any Restricted Subsidiary to any Borrower or any other Restricted Subsidiary; provided that (i) during the Relief Period, such loans or advances shall only be to the Borrower or a Restricted Subsidiary constituting a Loan Party, except for (A) loans outstanding as of the First Amendment Effective Date and (B) loans or advances in the course of ordinary cash management activities, (ii) any such loans and advances made by a Loan Party shall be evidenced, on and after the Closing Date Effective Date, by the Global Intercompany Note or other promissory notes reasonably acceptable to the Administrative Agent and (iiiii) the outstanding amount of such loans and advances made by Loan Parties to Restricted Subsidiaries that are not Loan Parties at the time such loans or advances are made, and after giving effect thereto, shall not cause the Non-Guarantor Debt and Investment Basket to be exceeded, provided that any intercompany loans or advances made by any Loan Party to any Restricted Subsidiary that is not a Loan Party using the proceeds of intercompany loans or advances received from Restricted Subsidiaries that are not Loan Parties no more than 120 days prior to making such intercompany loan or advance shall not be taken into account in the calculation of any restriction or basket set forth in this subclause (iiiii) (including the Non-Guarantor Debt and Investment Basket); provided further that if any such loan or advance under this subclause (iiiii) is made for the purpose of making an investment, loan or advance permitted under clause (u) of this Section, the amount available under this clause (f) shall not be reduced by the amount of any such investment, loan or advance which reduces the basket under clause (u) of this Section, provided further that any loan or advance made by any Loan Party to a Restricted Subsidiary that is not a Loan Party, for the purposes of calculating usage under this subclause (iiiii) and the Non-Guarantor Debt and Investment Basket, shall be reduced euro-for-euro (or other applicable currency) by any amounts owed by such Loan Party to such Restricted Subsidiary that is not a Loan Party; (g) Guarantees by Holdings, the Borrower or any Restricted Subsidiary in respect of Indebtedness permitted under Section 6.01 and in respect of other obligations not otherwise contemplated by this Section 6.04, in each case of Holdings, any Borrower or any Restricted Subsidiary; provided that any such Guarantees of Indebtedness and such other obligations, in each case of Restricted Subsidiaries that are not Loan Parties by any Loan Party shall not, at the time any such Guarantee is provided and after giving effect thereto, cause the Non-Guarantor Debt and Investment Basket to be exceeded; (h) loans or advances to directors, officers, consultants or employees of Holdings, any Borrower or any Restricted Subsidiary and any modification, renewal or extension thereof; provided that the amount of the original Investment is not increased except by the terms of such Investment to the extent as set forth on Schedule 7.04(e) or as otherwise permitted by this Section 7.04; (f) Investments in Swap Agreements incurred made in the ordinary course of business and of Holdings, such Borrower or such Restricted Subsidiary, as applicable, not for speculative purposes; exceeding €10,000,000 in the aggregate outstanding at any time (g) promissory notes and other nondetermined without regard to any write-cash consideration received in connection with Dispositions permitted by Section 7.05; (h) Permitted Acquisitionsdowns or write-offs of such loans or advances); (i) payroll, travel and similar advances to cover matters that are expected at the Transactions; (j) Investments in the ordinary course time of business consisting such advances ultimately to be treated as expenses of Uniform Commercial Code Article 3 endorsements Holdings, any Borrower or any Restricted Subsidiary for collection or deposit accounting purposes and Uniform Commercial Code Article 4 customary trade arrangements with customers that are made in the ordinary course of business; (kj) Investments (including debt obligations and Equity Interests) investments received in connection with the bankruptcy or reorganization of suppliers and customers of, or in settlement of delinquent obligations of, or other accounts and 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; (i) loans and advances to the Borrower (or any direct or indirect parent thereof) (x) 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 to the extent permitted to be made to the Borrower (or such parent) in accordance with Section 7.07(a) and (y) to the extent the proceeds thereof are contributed or loaned or advanced to another Restricted Subsidiary and (ii) Investments or Guarantees with respect to any direct or indirect parent of the Borrower that could otherwise be made as a Restricted Payment under Section 7.07, so long as the amount of such Investment or Guarantee is deducted from the amount available to be made as a Restricted Payment under the applicable clause of Section 7.07; (m) additional Investments and other acquisitions; provided that at the time any such Investment or other acquisition is made, the aggregate outstanding amount of such Investment or acquisition made in reliance on this clause (m), together with the aggregate amount of all consideration paid in connection with all other Investments and acquisitions made in reliance on this clause (m) (including the aggregate principal amount of all Indebtedness assumed in connection with any such other Investment or acquisition previously made under this clause (m)), shall not exceed the sum of (A) the greater of $500,000,000 and 50.0% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Investment or other acquisition, plus (B) the Available Equity Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment; (n) advances of payroll payments to employees in the ordinary course of business; (o) Investments and other acquisitions to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower (or any direct or indirect parent thereof); (p) Investments of a Subsidiary acquired after the Closing Date or of a Person merged or consolidated with any Subsidiary in accordance with this Section 7.04 and Section 7.03 after the Closing Date or that otherwise becomes a Subsidiary (provided that if such Investment is made under Section 7.04(h), existing Investments in subsidiaries of such Subsidiary or Person shall comply with the requirements of Section 7.04(h)) 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; (q) receivables owing to the Borrower or any Restricted Subsidiary, if created or acquired in the ordinary course of business; (r) Investments (A) for utilities, security deposits, leases and similar prepaid expenses incurred in the ordinary course of business and (B) trade accounts created, or prepaid expenses accrued, in the ordinary course of business; (s) non-cash Investments in connection with tax planning and reorganization activities; provided that after giving effect to any such activities, the security interests of the Lenders in the Collateral, taken as a whole, would not be materially impaired; (t) additional Investments so long as at the time of any such Investment and after giving effect thereto, the Payment Conditions are met; (u) Investments consisting of Indebtedness, Liens, fundamental changes, Dispositions and Restricted Payments permitted (other than by reference to this Section 7.04(v)) under Sections 7.01, 7.02, 7.03, 7.05 and 7.07, respectively; (v) contributions to a “rabbi” trust for the benefit of employees, directors, consultants, independent contractors or other service providers or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Borrower; (w) to the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases, acquisitions, licenses or leases of other assets, Intellectual Property, or other rights, in each case in the ordinary course of business; (xk) any Investment in any Subsidiary or any joint venture in connection with intercompany cash management arrangements or related activities arising investments in the ordinary course form of businessHedging Agreements permitted by Section 6.07 (including any Back to Back Arrangements); (yl) Investments by an Unrestricted Subsidiary entered into prior to investments of any Person existing at the day time such Unrestricted Subsidiary is redesignated as Person becomes a Restricted Subsidiary pursuant to or consolidates or merges with any Borrower or any Restricted Subsidiary so long as such investments were not made in contemplation of such Person becoming a Restricted Subsidiary or of such consolidation or merger; (m) investments resulting from pledges or deposits described in clause (c) or (d) of the definition of the term “Unrestricted SubsidiaryPermitted Encumbrance”; (zn) Investments in or relating to investments made as a Securitization Subsidiary that, in the good faith determination result of the Borrower are necessary receipt of noncash consideration from a sale, transfer, lease or advisable to effect other disposition of any Qualified Securitization Facility or any repurchase obligation asset in connection therewith, including, without limitation, Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Securitization Facilities or any related Indebtednesscompliance with Section 6.05; (aao) Investments investments that result solely from the receipt by Holdings, any Borrower or any Restricted 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); (p) receivables or other trade payables owing to a Borrower or a Restricted Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in connection accordance with Settlementscustomary trade terms; provided that such trade terms may include such concessionary trade terms as any Borrower or any Restricted Subsidiary deems reasonable under the circumstances; (q) mergers and consolidations permitted under Section 6.03 that do not involve any Person other than Holdings, the Borrowers and Restricted Subsidiaries that are wholly owned Restricted Subsidiaries; (bb) Investments arising as a result of sale-leaseback transactions; and (cc) Investments in joint ventures and Unrestricted Subsidiaries in an aggregate principal amount outstanding at any time not to exceed the greater of $200,000,000 and 20.0% of Consolidated EBITDA for the most recently ended Test Period as of such time.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will not, (i) Clause (c)(iii)(A) of Section 6.04 of the Credit Agreement is hereby amended and will not permit any Restricted Subsidiary to, make or hold any Investment, exceptrestated to read as follows: (a) Permitted Investments at the time such Permitted Investment is made and purchases of assets in the ordinary course of business consistent with past practice; (b) loans, advances and other credit extensions to officers, members of the Board of Directors and employees of the Borrower and its Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation (including moving expenses and costs of replacement homes), business machines or supplies, automobiles and analogous ordinary business purposes, (iiA) in connection with such Person’s purchase of Equity Interests of the Borrower (or any direct or indirect parent thereof) (Restricted Subsidiary; provided that the aggregate amount of such loans and advances Investments made in cash to such Person shall be contributed to by the Borrower or any Guarantor after the Effective Date in cash as common equity or Qualified Equity Interests) and (iii) for purposes Restricted Subsidiaries that are not described Guarantors in the foregoing clauses (i) and (ii), in an aggregate principal amount outstanding under reliance on this clause (iiic) (other than any Investment made in a Restricted Subsidiary to fund an acquisition not prohibited by the 2026 Additional First Lien Notes Indenture, 2026 First Lien Notes Indenture or 2026 Second Lien Notes Indenture) shall not exceed (1) at any time not after the 2026 Notes Covenant Discharge, when taken together with the aggregate amount of Investments made after the Effective Date pursuant to exceed clause (z) below, the greater of (I) $100,000,000 300,000,000 and 10.0(II) 30% of Consolidated EBITDA for the most recently ended Test Period as of such time;time after giving Pro Forma Effect to the making of such Investment and (c) Investments by the Borrower in any Restricted Subsidiary and Investments by any Restricted Subsidiary in any of the Borrower or any other Restricted Subsidiary; provided that, in the case of any Investment by a Loan Party in a Restricted Subsidiary that is not a Loan Party, no Event of Default shall have occurred and be continuing or would result therefrom; (d) Investments consisting of (i) extensions of trade credit and accommodation guarantees in the ordinary course of business and (ii) loans and advances to customers; provided that the aggregate principal amount of such loans and advances outstanding under this clause (ii2) at any time shall not exceed prior to the 2026 Notes Covenant Discharge, the greater of (I) $25,000,000 150,000,000 and 2.5(II) 22.5% of Consolidated EBITDA for the most recently ended Test Period as of such time; (e) Investments (i) existing or contemplated on the Closing Date and set forth on Schedule 7.04(e) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) Investments existing on the Closing Date by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary and any modification, renewal or extension thereof; provided that the amount of the original Investment is not increased except by the terms of such Investment to the extent as set forth on Schedule 7.04(e) or as otherwise permitted by this Section 7.04; (f) Investments in Swap Agreements incurred in the ordinary course of business and not for speculative purposes; (g) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (h) Permitted Acquisitions; (i) the Transactions; (j) Investments 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 in the ordinary course of business; (k) Investments (including debt obligations and Equity Interests) received in connection with the 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; (i) loans and advances to the Borrower (or any direct or indirect parent thereof) (x) 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 to the extent permitted to be made to the Borrower (or such parent) in accordance with Section 7.07(a) and (y) to the extent the proceeds thereof are contributed or loaned or advanced to another Restricted Subsidiary and (ii) Investments or Guarantees with respect to any direct or indirect parent of the Borrower that could otherwise be made as a Restricted Payment under Section 7.07, so long as the amount of such Investment or Guarantee is deducted from the amount available to be made as a Restricted Payment under the applicable clause of Section 7.07; (m) additional Investments and other acquisitions; provided that at the time any such Investment or other acquisition is made, the aggregate outstanding amount of such Investment or acquisition made in reliance on this clause (m), together with the aggregate amount of all consideration paid in connection with all other Investments and acquisitions made in reliance on this clause (m) (including the aggregate principal amount of all Indebtedness assumed in connection with any such other Investment or acquisition previously made under this clause (m)), shall not exceed the sum of (A) the greater of $500,000,000 and 50.0% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Investment or other acquisitionInvestment; provided, plus (B) the Available Equity Amount that is Not Otherwise Applied as in effect immediately further, that, at any time prior to the time 2026 Notes Covenant Discharge, the total amount of making of such Investment; (n) advances of payroll payments Investments pursuant to employees in the ordinary course of business; (o) Investments and other acquisitions to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower (or any direct or indirect parent thereof); (p) Investments of a Subsidiary acquired after the Closing Date or of a Person merged or consolidated with any Subsidiary in accordance with this Section 7.04 and Section 7.03 after the Closing Date or that otherwise becomes a Subsidiary (provided that if such Investment is made under Section 7.04(h), existing Investments in subsidiaries of such Subsidiary or Person shall comply with the requirements of Section 7.04(h)) 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; (q) receivables owing to the Borrower or any Restricted Subsidiary, if created or acquired in the ordinary course of business; (r) Investments clause (A) for utilities, security deposits, leases and similar prepaid expenses incurred that are not in the ordinary course form of business Cash and Cash Equivalents (Bincluding loans and contributions thereof) trade accounts created, or prepaid expenses accrued, in the ordinary course of business; (s) non-cash shall not exceed $10,000,000 and Investments in connection with tax planning and reorganization activities; provided that after giving effect to any such activities, the security interests of the Lenders in the Collateral, taken as a whole, would not be materially impaired; (t) additional Investments so long as at the time of any such Investment and after giving effect thereto, the Payment Conditions are met; (u) Investments consisting of Indebtedness, Liens, fundamental changes, Dispositions and Restricted Payments permitted (other than by reference pursuant to this Section 7.04(v)clause (A) under Sections 7.01, 7.02, 7.03, 7.05 and 7.07, respectively; (v) contributions to a “rabbi” trust for the benefit of employees, directors, consultants, independent contractors or other service providers or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Borrower; (w) to the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases, acquisitions, licenses or leases of other assets, Intellectual Property, or other rights, in each case in the ordinary course of business; (x) any Investment in any Subsidiary or any joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business; (y) Investments shall only be used by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”; (z) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Qualified Securitization Facility or any repurchase obligation in connection therewith, including, without limitation, Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Securitization Facilities or any related Indebtedness; (aa) Investments in the ordinary course of business in connection with Settlements; (bb) Investments arising as a result of sale-leaseback transactions; and (cc) Investments in joint ventures and Unrestricted Subsidiaries in an aggregate principal amount outstanding at any time not to exceed the greater of $200,000,000 and 20.0% of Consolidated EBITDA for the most recently ended Test Period as of such time.finance its operations,

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will not, and nor will not it permit any of its Restricted Subsidiary Subsidiaries to, make or hold any Investment, except: : (a) Permitted Investments in cash and Investments that are, at the time such Permitted Investment is made and purchases of assets made, Investments in the ordinary course of business consistent with past practice; Cash Equivalents; (b) loansloans or advances to present or former officers, advances and other credit extensions to officersdirectors, managers, members of the Board of Directors management, consultants, independent contractors and employees of any Parent Entity, the Borrower and its the Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation (including moving expenses and costs of replacement homes), business machines or supplies, automobiles and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower in Holdings (or any direct or indirect parent thereofother Parent Entity) (provided that the amount of such loans and advances made in cash to such Person shall be substantially contemporaneously used to purchase such Equity Interests and the proceeds of such loans and advances shall be substantially contemporaneously contributed to the Borrower in cash as common equity or Qualified Equity Interests as consideration for the purchase of such Equity Interests) and (iii) for purposes not described in the foregoing clauses (i) and (ii), in an aggregate principal amount outstanding under this clause (iii) at any time not to exceed the greater of $100,000,000 and 10.0% of Consolidated EBITDA for the most recently ended Test Period as of such time; (c) Investments by the Borrower in any Restricted Subsidiary and Investments by any Restricted Subsidiary in any of the Borrower or any other Restricted Subsidiary; provided that, in the case of any Investment by a Loan Party in a Restricted Subsidiary that is not a Loan Party, no Event of Default shall have occurred and be continuing or would result therefrom; (d) Investments consisting of (i) extensions of trade credit and accommodation guarantees in the ordinary course of business and (ii) loans and advances to customers; provided that the aggregate principal amount of such loans and advances outstanding under this clause (ii) at any time shall not exceed the greater of $25,000,000 and 2.5% of Consolidated EBITDA for the most recently ended Test Period as of such time; (e) Investments (i) existing or contemplated on the Closing Date and set forth on Schedule 7.04(e) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) Investments existing on the Closing Date by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary and any modification, renewal or extension thereof; provided that the amount of the original Investment is not increased except by the terms of such Investment to the extent as set forth on Schedule 7.04(e) or as otherwise permitted by this Section 7.04; (f) Investments in Swap Agreements incurred in the ordinary course of business and not for speculative purposes; (g) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (h) Permitted Acquisitions; (i) the Transactions; (j) Investments 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 in the ordinary course of business; (k) Investments (including debt obligations and Equity Interests) received in connection with the 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; (i) loans and advances to the Borrower (or any direct or indirect parent thereof) (x) 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 to the extent permitted to be made to the Borrower (or such parent) in accordance with Section 7.07(a) and (y) to the extent the proceeds thereof are contributed or loaned or advanced to another Restricted Subsidiary and (ii) Investments or Guarantees with respect to any direct or indirect parent of the Borrower that could otherwise be made as a Restricted Payment under Section 7.07, so long as the amount of such Investment or Guarantee is deducted from the amount available to be made as a Restricted Payment under the applicable clause of Section 7.07; (m) additional Investments and other acquisitions; provided that at the time any such Investment or other acquisition is madeof incurrence thereof and after giving pro forma effect thereto, the aggregate outstanding principal amount of such Investment or acquisition all loans and advances then outstanding and made in reliance on this clause (m), together with the aggregate amount of all consideration paid in connection with all other Investments and acquisitions made in reliance on this clause (miii) (including the aggregate principal amount of all Indebtedness assumed in connection with any such other Investment or acquisition previously made under this clause (m)), shall not exceed the sum greater of (Ax) the greater of $500,000,000 5,000,000 and 50.0(y) 7.5% of Consolidated Cash EBITDA for the Test Period most recently ended Test Period after giving Pro Forma Effect to the making of such Investment on or other acquisition, plus (B) the Available Equity Amount that is Not Otherwise Applied as in effect immediately prior to the time such date of making of such Investment; incurrence (n) advances of payroll payments to employees in the ordinary course of business; (o) Investments and other acquisitions to the extent that payment for such Investments is made with Qualified Equity Interests measured as of the Borrower (or any direct or indirect parent thereof); (p) Investments of a Subsidiary acquired after the Closing Date or of a Person merged or consolidated with any Subsidiary in accordance with this Section 7.04 and Section 7.03 after the Closing Date or that otherwise becomes a Subsidiary (provided that if date such Investment is made under Section 7.04(h), existing Investments in subsidiaries of such Subsidiary or Person shall comply with the requirements of Section 7.04(h)) 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; (q) receivables owing to the Borrower or any Restricted Subsidiary, if created or acquired in the ordinary course of business; (r) Investments (A) for utilities, security deposits, leases and similar prepaid expenses incurred in the ordinary course of business and (B) trade accounts created, or prepaid expenses accrued, in the ordinary course of business; (s) nonincurrence based 160 US-cash Investments in connection with tax planning and reorganization activities; provided that after giving effect to any such activities, the security interests of the Lenders in the Collateral, taken as a whole, would not be materially impaired; (t) additional Investments so long as at the time of any such Investment and after giving effect thereto, the Payment Conditions are met; (u) Investments consisting of Indebtedness, Liens, fundamental changes, Dispositions and Restricted Payments permitted (other than by reference to this Section 7.04(v)) under Sections 7.01, 7.02, 7.03, 7.05 and 7.07, respectively; (v) contributions to a “rabbi” trust for the benefit of employees, directors, consultants, independent contractors or other service providers or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Borrower; (w) to the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases, acquisitions, licenses or leases of other assets, Intellectual Property, or other rights, in each case in the ordinary course of business; (x) any Investment in any Subsidiary or any joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business; (y) Investments by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”; (z) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Qualified Securitization Facility or any repurchase obligation in connection therewith, including, without limitation, Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Securitization Facilities or any related Indebtedness; (aa) Investments in the ordinary course of business in connection with Settlements; (bb) Investments arising as a result of sale-leaseback transactions; and (cc) Investments in joint ventures and Unrestricted Subsidiaries in an aggregate principal amount outstanding at any time not to exceed the greater of $200,000,000 and 20.0% of Consolidated EBITDA for the most recently ended Test Period as of such time.DOCS\115047431.4

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will not, and nor will not it permit any of its Restricted Subsidiary Subsidiaries to, make or hold any Investment, except: : (a) Permitted Investments in cash and Investments that are, at the time such Permitted Investment is made and purchases of assets made, Investments in the ordinary course of business consistent with past practice; Cash Equivalents; (b) loansloans or advances to present or former officers, advances and other credit extensions to officersdirectors, managers, members of the Board of Directors management, consultants, independent contractors and employees of any Parent Entity, the Borrower and its the Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation (including moving expenses and costs of replacement homes), business machines or supplies, automobiles and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower in Holdings (or any direct or indirect parent thereofother Parent Entity) (provided that the amount of such loans and advances made in cash to such Person shall be substantially contemporaneously used to purchase such Equity Interests and the proceeds of such loans and advances shall be substantially contemporaneously contributed to the Borrower in cash as common equity or Qualified Equity Interests as consideration for the purchase of such Equity Interests) and (iii) for purposes not described in the foregoing clauses (i) and (ii), in an aggregate principal amount outstanding under this clause (iii) at any time not to exceed the greater of $100,000,000 and 10.0% of Consolidated EBITDA for the most recently ended Test Period as of such time; (c) Investments by the Borrower in any Restricted Subsidiary and Investments by any Restricted Subsidiary in any of the Borrower or any other Restricted Subsidiary; provided that, in the case of any Investment by a Loan Party in a Restricted Subsidiary that is not a Loan Party, no Event of Default shall have occurred and be continuing or would result therefrom; (d) Investments consisting of (i) extensions of trade credit and accommodation guarantees in the ordinary course of business and (ii) loans and advances to customers; provided that the aggregate principal amount of such loans and advances outstanding under this clause (ii) at any time shall not exceed the greater of $25,000,000 and 2.5% of Consolidated EBITDA for the most recently ended Test Period as of such time; (e) Investments (i) existing or contemplated on the Closing Date and set forth on Schedule 7.04(e) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) Investments existing on the Closing Date by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary and any modification, renewal or extension thereof; provided that the amount of the original Investment is not increased except by the terms of such Investment to the extent as set forth on Schedule 7.04(e) or as otherwise permitted by this Section 7.04; (f) Investments in Swap Agreements incurred in the ordinary course of business and not for speculative purposes; (g) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (h) Permitted Acquisitions; (i) the Transactions; (j) Investments 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 in the ordinary course of business; (k) Investments (including debt obligations and Equity Interests) received in connection with the 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; (i) loans and advances to the Borrower (or any direct or indirect parent thereof) (x) 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 to the extent permitted to be made to the Borrower (or such parent) in accordance with Section 7.07(a) and (y) to the extent the proceeds thereof are contributed or loaned or advanced to another Restricted Subsidiary and (ii) Investments or Guarantees with respect to any direct or indirect parent of the Borrower that could otherwise be made as a Restricted Payment under Section 7.07, so long as the amount of such Investment or Guarantee is deducted from the amount available to be made as a Restricted Payment under the applicable clause of Section 7.07; (m) additional Investments and other acquisitions; provided that at the time any such Investment or other acquisition is madeof incurrence thereof and after giving pro forma effect thereto, the aggregate outstanding principal amount of such Investment or acquisition all loans and advances then outstanding and made in reliance on this clause (miii) shall not exceed the greater of (x) $5,000,000 and (y) 7.5% of Consolidated Cash EBITDA for the Test Period most recently ended on or prior to such date of incurrence (measured as of the date such incurrence based upon the financial statements most recently delivered (or required to have been delivered) on or prior to such date pursuant to Section 5.01(a) or(b)); provided further that, together with during thea Suspension Period, at the aggregate amount time of all consideration paid in connection with all other Investments incurrence thereof and acquisitions made in reliance on this clause (m) (including after giving pro forma effect thereto, the aggregate principal amount of all Indebtedness assumed allno loans and, advances then outstanding andor other Investments shall be made in connection with any such other Investment or acquisition previously made under this reliance on clause (mi) or (iii)), in the aggregate, shall not exceed the sum of $2,500,000; (A) the greater of $500,000,000 and 50.0% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Investment or other acquisition, plus (B) the Available Equity Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment; (n) advances of payroll payments to employees in the ordinary course of business; (o) Investments and other acquisitions to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower (or any direct or indirect parent thereofc); (p) Investments of a Subsidiary acquired after the Closing Date or of a Person merged or consolidated with any Subsidiary in accordance with this Section 7.04 and Section 7.03 after the Closing Date or that otherwise becomes a Subsidiary (provided that if such Investment is made under Section 7.04(h), existing Investments in subsidiaries of such Subsidiary or Person shall comply with the requirements of Section 7.04(h)) 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; (q) receivables owing to the Borrower or any Restricted Subsidiary, if created or acquired in the ordinary course of business; (r) Investments (A) for utilities, security deposits, leases and similar prepaid expenses incurred in the ordinary course of business and (B) trade accounts created, or prepaid expenses accrued, in the ordinary course of business; (s) non-cash Investments in connection with tax planning and reorganization activities; provided that after giving effect to any such activities, the security interests of the Lenders in the Collateral, taken as a whole, would not be materially impaired; (t) additional Investments so long as at the time of any such Investment and after giving effect thereto, the Payment Conditions are met; (u) Investments consisting of Indebtedness, Liens, fundamental changes, Dispositions and Restricted Payments permitted (other than by reference to this Section 7.04(v)) under Sections 7.01, 7.02, 7.03, 7.05 and 7.07, respectively; (v) contributions to a “rabbi” trust for the benefit of employees, directors, consultants, independent contractors or other service providers or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Borrower; (w) to the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases, acquisitions, licenses or leases of other assets, Intellectual Property, or other rights, in each case in the ordinary course of business; (x) any Investment in any Subsidiary or any joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business; (y) Investments by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”; (z) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Qualified Securitization Facility or any repurchase obligation in connection therewith, including, without limitation, Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Securitization Facilities or any related Indebtedness; (aa) Investments in the ordinary course of business in connection with Settlements; (bb) Investments arising as a result of sale-leaseback transactions; and (cc) Investments in joint ventures and Unrestricted Subsidiaries in an aggregate principal amount outstanding at any time not to exceed the greater of $200,000,000 and 20.0% of Consolidated EBITDA for the most recently ended Test Period as of such time.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will not, and nor will not it permit any of its Restricted Subsidiary Subsidiaries to, make or hold any Investment, except: : (a) Permitted Investments in cash and Investments that are, at the time such Permitted Investment is made and purchases of assets made, Investments in the ordinary course of business consistent with past practice; Cash Equivalents; (b) loansloans or advances to present or former officers, advances and other credit extensions to officersdirectors, managers, members of the Board of Directors management, consultants, independent contractors and employees of any Parent Entity, the Borrower and its the Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation (including moving expenses and costs of replacement homes), business machines or supplies, automobiles and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower in Holdings (or any direct or indirect parent thereofother Parent Entity) (provided that the amount of such loans and advances made in cash to such Person shall be substantially contemporaneously used to purchase such Equity Interests and the proceeds of such loans and advances shall be substantially contemporaneously contributed to the Borrower in cash as common equity or Qualified Equity Interests as consideration for the purchase of such Equity Interests) and (iii) for purposes not described in the foregoing clauses (i) and (ii); provided that at the time of incurrence thereof and after giving pro forma effect thereto, in an the aggregate principal amount of all loans and advances then outstanding under and made in reliance on this clause (iii) at any time not to exceed the greater of $100,000,000 and 10.0% of Consolidated EBITDA for the most recently ended Test Period as of such time; (c) Investments by the Borrower in any Restricted Subsidiary and Investments by any Restricted Subsidiary in any of the Borrower or any other Restricted Subsidiary; provided that, in the case of any Investment by a Loan Party in a Restricted Subsidiary that is not a Loan Party, no Event of Default shall have occurred and be continuing or would result therefrom; (d) Investments consisting of (i) extensions of trade credit and accommodation guarantees in the ordinary course of business and (ii) loans and advances to customers; provided that the aggregate principal amount of such loans and advances outstanding under this clause (ii) at any time shall not exceed the greater of (x) $25,000,000 5,000,000 and 2.5(y) 7.5% of Consolidated Cash EBITDA for the Test Period most recently ended Test Period on or prior to such date of incurrence (measured as of the date such time; incurrence based upon the financial statements most recently delivered (eor required to have been delivered) on or prior to such date pursuant to Section 5.01(a) or (b)); (c) Investments (i) existing or contemplated on the Closing Date and set forth on Schedule 7.04(e) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) Investments existing on the Closing Date by the Borrower or any Restricted Subsidiary in any Loan Party (other than Holdings), (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party and (iii) by the Borrower or any Restricted Subsidiary and that is a Loan Party in any modification, renewal or extension thereof; provided Restricted Subsidiary that the amount of the original Investment is not increased except by the terms of such Investment to the extent as set forth on Schedule 7.04(ea Loan Party (A) or as otherwise permitted by this Section 7.04; (f) Investments in Swap Agreements incurred in the ordinary course of business and not for speculative purposes; (g) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (h) Permitted Acquisitions; (i) the Transactions; (j) Investments 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 in the ordinary course of business; (k) Investments (including debt obligations and Equity Interests) received in connection with the 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; (i) loans and advances to the Borrower (or any direct or indirect parent thereof) (x) 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 to the extent permitted to be made to the Borrower (or such parent) in accordance with Section 7.07(a) and (y) to the extent the proceeds thereof are contributed or loaned or advanced to another Restricted Subsidiary and (ii) Investments or Guarantees with respect to any direct or indirect parent of the Borrower that could otherwise be made as a Restricted Payment under Section 7.07, so long as the amount of such Investment or Guarantee is deducted from the amount available to be made as a Restricted Payment under the applicable clause of Section 7.07; (m) additional Investments and other acquisitions; provided that at the time any such Investment or other acquisition is made, the aggregate outstanding amount of such Investment or acquisition made in reliance on this clause (m), together with the aggregate amount of all consideration paid in connection with all other Investments and acquisitions made in reliance on this clause (m) (including the aggregate principal amount of all Indebtedness assumed in connection with any such other Investment or acquisition previously made under this clause (m)), shall not exceed the sum series of (A) the greater of $500,000,000 and 50.0% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Investment or other acquisition, plus (B) the Available Equity Amount substantially concurrent transactions that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment; (n) advances of payroll payments to employees result in the ordinary course of business; (o) Investments and other acquisitions to the extent that payment for such Investments is made with Qualified Equity Interests proceeds of the Borrower (or any direct or indirect parent thereof); (p) intercompany Investments of a Subsidiary acquired after the Closing Date or of a Person merged or consolidated with any Subsidiary in accordance with this Section 7.04 and Section 7.03 after the Closing Date or that otherwise becomes a Subsidiary (provided that if such Investment is made under Section 7.04(h), existing Investments in subsidiaries of such Subsidiary or Person shall comply with the requirements of Section 7.04(h)) 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; (q) receivables owing to the Borrower or any Restricted Subsidiary, if created or acquired in the ordinary course of business; (r) Investments (A) for utilities, security deposits, leases and similar prepaid expenses incurred in the ordinary course of business and (B) trade accounts created, or prepaid expenses accrued, in the ordinary course of business; (s) non161 US-cash Investments in connection with tax planning and reorganization activities; provided that after giving effect to any such activities, the security interests of the Lenders in the Collateral, taken as a whole, would not be materially impaired; (t) additional Investments so long as at the time of any such Investment and after giving effect thereto, the Payment Conditions are met; (u) Investments consisting of Indebtedness, Liens, fundamental changes, Dispositions and Restricted Payments permitted (other than by reference to this Section 7.04(v)) under Sections 7.01, 7.02, 7.03, 7.05 and 7.07, respectively; (v) contributions to a “rabbi” trust for the benefit of employees, directors, consultants, independent contractors or other service providers or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Borrower; (w) to the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases, acquisitions, licenses or leases of other assets, Intellectual Property, or other rights, in each case in the ordinary course of business; (x) any Investment in any Subsidiary or any joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business; (y) Investments by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”; (z) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Qualified Securitization Facility or any repurchase obligation in connection therewith, including, without limitation, Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Securitization Facilities or any related Indebtedness; (aa) Investments in the ordinary course of business in connection with Settlements; (bb) Investments arising as a result of sale-leaseback transactions; and (cc) Investments in joint ventures and Unrestricted Subsidiaries in an aggregate principal amount outstanding at any time not to exceed the greater of $200,000,000 and 20.0% of Consolidated EBITDA for the most recently ended Test Period as of such time.DOCS\115047431.4127573765.6

Investments, Loans, Advances, Guarantees and Acquisitions. The Neither Holdings nor the Borrower will, nor will not, and will not they permit any Restricted Subsidiary or Intermediate Parent to, make or hold any Investment, except: (a) Permitted Investments at the time such Permitted Investment is made and purchases of assets in the ordinary course of business consistent with past practicemade; (b) loans, loans or advances and other credit extensions to officers, members of the Board of Directors directors and employees of Holdings, the Intermediate Parents, the Borrower and its the Restricted Subsidiaries Subsidiaries, in each case, in accordance with the Approved Budget, (i) for reasonable and customary business-related travel, entertainment, relocation (including moving expenses and costs of replacement homes), business machines or supplies, automobiles and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower in Holdings (or any direct or indirect parent thereof) (provided that 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 ; provided that at the time of incurrence thereof and after giving Pro Forma Effect thereto the aggregate principal amount outstanding under this in reliance on clause (i) and clause (iii) above shall not to exceed $1,000,000 in the aggregate at any time not to exceed the greater of $100,000,000 and 10.0% of Consolidated EBITDA for the most recently ended Test Period as of such timeoutstanding; (c) Investments by Holdings, any Intermediate Parent, the Borrower in any Restricted Subsidiary and Investments by or any Restricted Subsidiary in any of Holdings, any Intermediate Parent, the Borrower or any other Restricted Subsidiary; provided that, in the case of any Investment by a Loan Party in a Restricted Subsidiary that is not a Loan Party, no Event of Default shall have occurred and be continuing or would result therefromtherefrom and shall not in the aggregate at any time outstanding exceed $2,500,000 and shall be made solely using cash or Permitted Investments in the ordinary course of business consistent with past practice; (d) Investments consisting of (i) extensions of trade credit and accommodation guarantees prepayments to suppliers in the ordinary course of business and (ii) loans and advances to customers; provided that the aggregate principal amount of such loans and advances outstanding under this clause (ii) at any time shall not exceed the greater of $25,000,000 and 2.5% of Consolidated EBITDA for the most recently ended Test Period as of such timebusiness; (e) Investments consisting of extensions of trade credit in the ordinary course of business; (f) Investments (i) existing or contemplated on the Closing Date date hereof and set forth on Schedule 7.04(e6.04(f) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) Investments existing on the Closing Date date hereof by Holdings, the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary and any modification, renewal or extension thereof; provided that the amount of the original Investment is not increased except by the terms of such Investment to the extent as set forth on Schedule 7.04(e6.04(f) or as otherwise permitted by this Section 7.046.04; (fg) Investments in Swap Agreements incurred in the ordinary course of business and not entered into for speculative purposespurposes permitted under Section 6.01; (gh) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (h) Permitted Acquisitions6.05; (i) the Transactions[reserved]; (j) [reserved]; (k) Investments 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 in the ordinary course of businessconsistent with past practices; (kl) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers customers, from financially troubled account debtors 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; (im) loans and advances to by Holdings, the Borrower (or any Restricted Subsidiary to any direct or indirect parent thereof) (x) of Holdings 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 to the extent permitted to be made by Holdings to the Borrower (or such parent) parent in accordance with Section 7.07(a) 6.08(a); provided that, any such loans and (y) advances will be deemed to reduce the extent the proceeds thereof are contributed or loaned or advanced to another Restricted Subsidiary and (ii) Investments or Guarantees with respect to any direct or indirect parent of the Borrower that could otherwise be made as a Restricted Payment under Section 7.07, so long as the amount of such Investment or Guarantee is deducted from the amount relevant available to be made as a Restricted Payment capacity under the applicable clause sub-section of Section 7.076.08(a); (mn) additional Investments and [reserved]; (o) other acquisitionsInvestments; provided that at the time any such Investment or other acquisition is made, the aggregate outstanding amount of such Investment or acquisition all Investments made in reliance on this clause (m), o) together with the aggregate amount of all consideration paid in connection with all other Investments and acquisitions made in reliance on this clause (mn) (including the aggregate principal amount of all Indebtedness assumed in connection with any such other Investment or acquisition previously made under this clause (m)acquisition), shall not exceed the sum $2,500,000; provided further that this clause (o) may not be used for Investments in Subsidiaries of (A) the greater of $500,000,000 and 50.0% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Investment or other acquisition, plus (B) the Available Equity Amount Holdings that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investmentare not Loan Parties; (np) [reserved]; (q) advances of payroll payments to employees in the ordinary course of business; (or) Investments and other acquisitions to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower Holdings (or any direct or indirect parent thereof); (pthereof or the IPO Entity) Investments of a Subsidiary acquired after the Closing Date or of a Person merged or consolidated with any Subsidiary in accordance with this Section 7.04 and Section 7.03 after the Closing Date or that otherwise becomes a Subsidiary (provided that if such Investment is made under Section 7.04(h)each case, existing Investments in subsidiaries of such Subsidiary or Person shall comply with the requirements of Section 7.04(h)) to the extent not resulting in a Change of Control; provided that (i) [reserved] and (ii) any amounts used for such Investments were an Investment or other acquisition that are not made in contemplation Qualified Equity Interests of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation; Holdings (q) receivables owing to the Borrower or any Restricted Subsidiary, if created direct or acquired in indirect parent thereof or the ordinary course of business; (rIPO Entity) Investments (A) for utilities, security deposits, leases and similar prepaid expenses incurred in the ordinary course of business and (B) trade accounts created, or prepaid expenses accrued, in the ordinary course of businessshall otherwise be permitted pursuant to this Section 6.04; (s) non-cash Investments in connection with tax planning and reorganization activities; provided that after giving effect to any such activities, the security interests of the Lenders in the Collateral, taken as a whole, would not be materially impaired;[reserved] (t) additional Investments so long as at the time of any such Investment and after giving effect thereto, the Payment Conditions are met[reserved]; (u) Investments consisting of Liens, Indebtedness, Liens, fundamental changes, Dispositions Dispositions, Restricted Payments and Restricted Debt Payments permitted (other than by reference to this Section 7.04(v)6.04) under Sections 7.016.02, 7.026.01, 7.036.03, 7.05 6.05, 6.08(a) and 7.076.08(b), respectively; (v) [reserved]; (w) contributions to a “rabbi” trust for the benefit of employees, directors, consultants, independent contractors or other service providers or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Borrower; (wx) to the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases, acquisitions, licenses or leases of other assets, Intellectual Property, or other rights, in each case in the ordinary course of business; (x) any Investment in any Subsidiary or any joint venture in connection with intercompany cash management arrangements or related activities arising case, in the ordinary course of business; (y) Investments by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”;[reserved]; and (z) Investments in Subsidiaries in the form of receivables and related assets required in connection with a Permitted Receivables Financing (including the contribution or relating lending of cash and cash equivalents to Subsidiaries to finance the purchase of such assets from the Borrower or other Restricted Subsidiaries or to otherwise fund required reserves). For purposes of determining compliance with this Section 6.04, with respect to any Investment initially made in reliance on a Securitization dollar-based criteria described in clauses (a) through (y) above in any Person that is not a Restricted Subsidiary thatat the time of, or after giving effect to, the making of such Investment, the Borrower may, in its sole discretion, reclassify such Investment (or any portion thereof) to clause (i) of this Section 6.04 upon such Person becoming a Restricted Subsidiary. Notwithstanding the good faith determination foregoing or anything else in this Agreement or the other Loan Documents to the contrary, Holdings, the Borrower, and each Subsidiary and any Intermediate Parent will comply with the Material Intellectual Property Provision. Notwithstanding the foregoing or anything else in this Agreement or the other Loan Documents to the contrary, for purposes of this Section 6.04, the Foreign Guarantors will be deemed to be Subsidiaries of the Borrower that are necessary or advisable to effect any Qualified Securitization Facility or any repurchase obligation in connection therewith, including, without limitation, Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Securitization Facilities or any related Indebtedness; (aa) Investments in the ordinary course of business in connection with Settlements; (bb) Investments arising as a result of sale-leaseback transactions; and (cc) Investments in joint ventures and Unrestricted Subsidiaries in an aggregate principal amount outstanding at any time not to exceed the greater of $200,000,000 and 20.0% of Consolidated EBITDA for the most recently ended Test Period as of such timeLoan Parties.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, make or hold any Investment, except: (a) Permitted Investments at the time such Permitted Investment is made and purchases of assets in the ordinary course of business consistent with past practice; (b) loans, loans or advances and other credit extensions to officers, members of the Board of Directors and employees of the Borrower and its Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation (including moving expenses and costs of replacement homes), business machines or supplies, automobiles and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower (or any direct or indirect parent thereof) (provided that the amount of such loans and advances made in cash to such Person shall be immediately contributed to the Lead Borrower in cash as common equity or Qualified Equity InterestsInterests and shall not increase the Available Equity Amount or constitute Cure Amounts) and (iii) for purposes not described in the foregoing clauses (i) and (ii), in an aggregate principal amount outstanding under at any time in reliance on this clause (iii) at any time not to exceed the greater of $100,000,000 and 10.0% of Consolidated EBITDA 15,000,000 for the most recently ended Test Period as of such time; (c) Investments by the any Borrower or Subsidiary in any Restricted Subsidiary and Borrower or Subsidiary; provided, that (i) Investments by any Restricted Subsidiary Loan Parties in any of the Borrower or any other Restricted Subsidiary; provided that, in the case of any Investment by Subsidiaries that are not a Loan Party in a Restricted Subsidiary that is not a Loan Party, no Event of Default shall have occurred and be continuing or would result therefrom; (d) Investments consisting of (i) extensions of trade credit and accommodation guarantees in the ordinary course of business and (ii) loans and advances to customers; provided that the aggregate principal amount of such loans and advances outstanding under this clause (ii) at any time shall not exceed an aggregate outstanding amount of the greater of $25,000,000 16,000,000 and 2.55.0% of Consolidated EBITDA for the most recently ended Test Period as of such time; (e) Investments (i) existing or contemplated on the Closing Date and set forth on Schedule 7.04(e) and any modification, replacement, renewal, reinvestment or extension thereof ; and (ii) prior to Payment in Full of Badcock Obligations, Investments existing on the Closing Date by the any Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary and any modification, renewal or extension thereof; provided that the amount of the original Investment is not increased except by the terms of such Investment to the extent as set forth on Schedule 7.04(e) or as otherwise permitted by this Section 7.04; (f) Investments in Swap Agreements incurred in the ordinary course of business and not for speculative purposes; (g) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (h) Permitted Acquisitions; (i) the Transactions; (j) Investments 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 in the ordinary course of business; (k) Investments (including debt obligations and Equity Interests) received in connection with the 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; (i) loans and advances to the Borrower (or any direct or indirect parent thereof) (xthan Badcock) in lieu of, and Badcock pursuant to this clause (c) shall not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof), Restricted Payments to the extent permitted to be made to the Borrower (or such parent) in accordance with Section 7.07(a) and (y) to the extent the proceeds thereof are contributed or loaned or advanced to another Restricted Subsidiary and (ii) Investments or Guarantees with respect to any direct or indirect parent of the Borrower that could otherwise be made as a Restricted Payment under Section 7.07, so long as the amount of such Investment or Guarantee is deducted from the amount available to be made as a Restricted Payment under the applicable clause of Section 7.07; (m) additional Investments and other acquisitions; provided that at the time any such Investment or other acquisition is made, the exceed an aggregate outstanding amount of such Investment or acquisition made in reliance on this clause (m), together with the aggregate amount of all consideration paid in connection with all other Investments and acquisitions made in reliance on this clause (m) (including the aggregate principal amount of all Indebtedness assumed in connection with any such other Investment or acquisition previously made under this clause (m)), shall not exceed equal to the sum of (A) the greater of $500,000,000 and 50.0% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Investment or other acquisition, 25,000,000 plus (B) the Available Equity Amount (assuming that is Not Otherwise Applied as each reference in effect immediately prior such definition to “Effective Date” refers to the time of making of such Investment; (n) advances of payroll payments to employees in the ordinary course of business; (o) Investments and other acquisitions to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower (or any direct or indirect parent thereof“First Amendment Effective Date”); (p) Investments of a Subsidiary acquired after the Closing Date or of a Person merged or consolidated with any Subsidiary in accordance with this Section 7.04 and Section 7.03 after the Closing Date or that otherwise becomes a Subsidiary (provided that if such Investment is made under Section 7.04(h), existing Investments in subsidiaries of such Subsidiary or Person shall comply with the requirements of Section 7.04(h)) 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; (q) receivables owing to the Borrower or any Restricted Subsidiary, if created or acquired in the ordinary course of business; (r) Investments (A) for utilities, security deposits, leases and similar prepaid expenses incurred in the ordinary course of business and (B) trade accounts created, or prepaid expenses accrued, in the ordinary course of business; (s) non-cash Investments in connection with tax planning and reorganization activities; provided that after giving effect to any such activities, the security interests of the Lenders in the Collateral, taken as a whole, would not be materially impaired; (t) additional Investments so long as at the time of any such Investment and after giving effect thereto, the Payment Conditions are met; (u) Investments consisting of Indebtedness, Liens, fundamental changes, Dispositions and Restricted Payments permitted (other than by reference to this Section 7.04(v)) under Sections 7.01, 7.02, 7.03, 7.05 and 7.07, respectively; (v) contributions to a “rabbi” trust for the benefit of employees, directors, consultants, independent contractors or other service providers or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Borrower; (w) to the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases, acquisitions, licenses or leases of other assets, Intellectual Property, or other rights, in each case in the ordinary course of business; (x) any Investment in any Subsidiary or any joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business; (y) Investments by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”; (z) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Qualified Securitization Facility or any repurchase obligation in connection therewith, including, without limitation, Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Securitization Facilities or any related Indebtedness; (aa) Investments in the ordinary course of business in connection with Settlements; (bb) Investments arising as a result of sale-leaseback transactions; and (cc) Investments in joint ventures and Unrestricted Subsidiaries in an aggregate principal amount outstanding at any time not to exceed the greater of $200,000,000 and 20.0% of Consolidated EBITDA for the most recently ended Test Period as of such time.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will not, and nor will not it permit any of its Restricted Subsidiary Subsidiaries to, make or hold any Investment, except: : (a) Permitted Investments in cash and Investments that are, at the time such Permitted Investment is made and purchases of assets made, Investments in the ordinary course of business consistent with past practice; Cash Equivalents; (b) loansloans or advances to present or former officers, advances and other credit extensions to officersdirectors, managers, members of the Board of Directors management, consultants, independent contractors and employees of any Parent Entity, the Borrower and its the Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation (including moving expenses and costs of replacement homes), business machines or supplies, automobiles and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower in Holdings (or any direct or indirect parent thereofother Parent Entity) (provided that the amount of such loans and advances made in cash to such Person shall be substantially contemporaneously used to purchase such Equity Interests and the proceeds of such loans and advances shall be substantially contemporaneously contributed to the Borrower in cash as common equity or Qualified Equity Interests as consideration for the purchase of such Equity Interests) and (iii) for purposes not described in the foregoing clauses (i) and (ii); provided that at the time of incurrence thereof and after giving pro forma effect thereto, in an the aggregate principal amount of all loans and advances then outstanding under and made in reliance on this clause (iii) at any time shall not to exceed the greater of (x) $100,000,000 5,000,000 and 10.0(y) 7.5% of Consolidated Cash EBITDA for the Test Period most recently ended Test Period on or prior to such date of incurrence (measured as of the date such timeincurrence based upon the financial statements most recently delivered (or required to have been delivered) on or prior to such date pursuant to Section 5.01(a) or (b)); (c) Investments (i) by the Borrower in any Restricted Subsidiary and Investments by or any Restricted Subsidiary in any of Loan Party (other than Holdings), (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party and (iii) by the Borrower or any other Restricted SubsidiarySubsidiary that is a Loan Party in any Restricted Subsidiary that is not a Loan Party (A) in connection with any series of substantially concurrent transactions that result in the proceeds of the intercompany Investments ultimately being invested in (or distributed to) the Borrower or a Restricted Subsidiary that is a Loan Party, (B) in connection with reorganizations and related activities related to tax planning; provided that either (1) such reorganizations or related activities are contemplated as of the Effective Date or (2) after giving pro forma effect to any such reorganization and related activities, the value of the Collateral, taken as a whole, and the value of the guarantees, taken as a whole, are not materially impaired (it being understood that the contribution of Equity Interests of any Foreign Subsidiary or FSHCO to a newly created Foreign Subsidiary or FSHCO shall be permitted without restriction), and (C) in addition to Investments made pursuant to the foregoing clauses (A) and (B), Investments (valued at the Fair Market Value of such Investments at the time such Investment is made) in an aggregate amount, measured at the time such Investment is made and after giving pro forma effect to such Investment, equal to the sum of (I) the greater of (x) $10,000,000 and (y) 10.0% of Consolidated Cash EBITDA for the Test Period most recently ended on or prior to the date of such Investment (measured as of the date such Investment based upon the financial statements most recently delivered (or required to have been delivered) on or prior to such date pursuant to Section 5.01(a) or (b)), (II) the Available Equity Amount at such time that is Not Otherwise Applied and (III) the Available Amount at such time that is Not Otherwise Applied; provided that, in the case of any Investment by a Loan Party in a Restricted Subsidiary that is not a Loan Partythis clause (III), (x) no Event of Default shall have has occurred and be is continuing (or would result therefrom; occur after giving pro forma effect to such action) and (y) after giving pro forma effect to such Investment on a pro forma basis as of the last day of the Test Period most recently ended on or prior to such date of such Investment (measured as of the date such Investment is made based upon the financial statements most recently delivered (or required to have been delivered) on or prior to such date pursuant to Section 5.01(a) or (b)), the Total Net Cash Leverage Ratio is less than or equal to 7.00:1.00; (d) Investments consisting of deposits, prepayments and/or other credits to suppliers in the ordinary course of business; (ie) Investments consisting of extensions of trade credit and accommodation guarantees in the ordinary course of business and or consistent with past practice; (ii) loans and advances to customers; provided that the aggregate principal amount of such loans and advances outstanding under this clause (ii) at any time shall not exceed the greater of $25,000,000 and 2.5% of Consolidated EBITDA for the most recently ended Test Period as of such time; (ef) Investments (i) existing or contemplated on the Closing Effective Date and set forth on Schedule 7.04(e) and any modification, replacement, renewal, reinvestment or extension thereof and or (ii) Investments existing contemplated on the Closing Effective Date by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary and any modification, renewal replacement, renewal, reinvestment or extension thereof; , provided that the amount of the original Investment permitted under this clause (f) is not increased except by the terms of such Investment to the extent as extent, if applicable, set forth on Schedule 7.04(e6.04(f) or as otherwise permitted by this Section 7.04; 6.04, provided that (x) Investments in an amount in excess of $2,500,000 shall only be permitted under clause (f)(ii) if set forth on Schedule 6.04(f) and (y) the amount of the original Investment permitted under this clause (f) is not increased except by the terms of such Investment to the extent, if applicable, set forth on Schedule 6.04(f) or as otherwise permitted by this Section 6.04; (g) Investments in Swap Agreements incurred in the ordinary course of business and not for speculative purposes; permitted under Section 6.01; (gh) promissory notes and other Investments (including non-cash consideration consideration) received in connection with Dispositions permitted by Section 7.05; 6.05; (hi) Permitted Acquisitions; ; provided that the aggregate amount of Acquisition Consideration relating to all such Permitted Acquisitions made or provided by the Borrower or any Loan Party to acquire any Restricted Subsidiary that does not become a Loan Party or merge, consolidate or amalgamate into the 154 US-DOCS\115047431.4 Borrower or a Loan Party or any assets that shall not, immediately after giving pro forma effect to such Permitted Acquisition, be owned by the Borrower or a Loan Party, shall not exceed an aggregate amount, measured at the time such Investment is made and after giving pro forma effect to such Investment, equal to the sum of (i) the Transactions; greater of (x) $12,500,000 and (y) 25.0% of Consolidated Cash EBITDA for the Test Period most recently ended on or prior to the date of such Investment or acquisition (measured as of the date such Investment or acquisition based upon the financial statements most recently delivered (or required to have been delivered) on or prior to such date pursuant to Section 5.01(a) or (b)), (ii) the Available Equity Amount at such time that is Not Otherwise Applied and (iii) the Available Amount at such time that is Not Otherwise Applied; provided that, in the case of this clause (iii), (x) no Event of Default has occurred and is continuing (or would occur after giving pro forma effect to such action) and (y) after giving pro forma effect to such Investment on a pro forma basis as of the last day of the Test Period most recently ended on or prior to such date of such Investment (measured as of the date such Investment is made based upon the financial statements most recently delivered (or required to have been delivered) on or prior to such date pursuant to Section 5.01(a) or (b)), the Total Net Cash Leverage Ratio is less than or equal to 7.00:1.00; (j) obligations with respect to Guarantees provided by Holdings, the Borrower or any Restricted Subsidiary in respect of leases (other than Financing Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business or consistent with past practice; (k) Investments in the ordinary course of business or consistent with past practice consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit and Uniform Commercial Code Article 4 customary trade arrangements with customers in the ordinary course of business; customers; (kl) Investments (including debt obligations and Equity Interests) (i) received in connection with the bankruptcy or reorganization of suppliers and customers customers, from financially troubled account debtors 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; , (iii) in satisfaction of judgments against other Persons, (iii) as a result of a foreclosure by the Borrower or any Restricted Subsidiary with respect to any secured Investment or other transfer of title with respect to any secured Investment in default and (iv) as a result of the settlement, compromise or resolution of (a) litigation, arbitration or other disputes or (b) obligations of trade creditors or customers that were incurred in the ordinary course of business or consistent with industry practice of the Borrower or any Restricted Subsidiary, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer; (m) loans and advances to the Borrower Holdings (or any direct or indirect parent thereof) (xother Parent Entity) 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 to the extent permitted to be made to the Borrower Holdings (or such parentother Parent Entity) in accordance with Section 7.07(a6.08(a) and (y) to the extent the proceeds thereof are contributed or loaned or advanced to another Restricted Subsidiary and other than clause (ii) Investments thereof); provided that any such loan or Guarantees with respect to any direct or indirect parent of the Borrower that could otherwise be made as a Restricted Payment under Section 7.07, so long as advance shall reduce the amount of such Investment or Guarantee is deducted from applicable Restricted Payments thereafter permitted under Section 6.08(a) by a corresponding amount (if the amount available applicable provision of Section 6.08(a) contains a maximum amount); provided further that any conditions, if any, to be made as a the making of such Restricted Payment under the applicable clause of Section 7.07; shall be satisfied; (mn) additional Investments and other acquisitions; provided that at the time any such Investment or other acquisition is mademade and after giving pro forma effect thereto, the aggregate outstanding amount of such Investment or acquisition made in reliance on this clause (m), together with n) (including the aggregate amount of all consideration paid in connection with all other Investments and acquisitions made in reliance on this clause (m) (including n), whether in the aggregate principal amount form of all Indebtedness assumed in connection with any such other Investment or acquisition previously made under this clause (m)otherwise), shall not exceed the sum of (A) (i) the greater of (x) $500,000,000 12,500,000 and 50.0(y) 25.0% of Consolidated Cash EBITDA for the Test Period most recently ended Test Period after giving Pro Forma Effect on or prior to the making date of such Investment or other acquisition, plus acquisition (B) measured as of the Available Equity Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of date such Investment;Investment or (n) advances of payroll payments to employees in the ordinary course of business; (o) Investments and other acquisitions to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower (or any direct or indirect parent thereof); (pi) Investments of a Restricted Subsidiary acquired after the Closing Effective Date or of a Person merged or consolidated with the Borrower or any Restricted Subsidiary in accordance with this Section 7.04 and Section 7.03 6.03 after the Closing Effective Date or that otherwise becomes and (ii) Investments of an Unrestricted Subsidiary prior to the date on which such Unrestricted Subsidiary is designated a Subsidiary (provided that if such Investment is made under Section 7.04(h)“Restricted Subsidiary”, existing Investments in subsidiaries of such Subsidiary or Person shall comply with the requirements of Section 7.04(h)) each case, to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger merger, amalgamation or consolidation or such designation and were in existence on the date of such acquisition, merger merger, amalgamation or consolidation; consolidation or such designation; (qs) receivables owing to Investments in the Borrower or any Restricted Subsidiary, if created or acquired in the ordinary course of business; (r) Investments (A) for utilities, security deposits, leases and similar prepaid expenses incurred in the ordinary course of business and (B) trade accounts created, or prepaid expenses accrued, in the ordinary course of business; (s) non-cash Investments Subsidiary in connection with tax planning and reorganization activitiesany Tax Restructuring; provided that that, after giving effect to any such activities, the Guarantees of the Loans and the security interests of the Lenders in the Collateral, taken as a whole, would not be materially impaired; adversely impaired in any material respect; (t) additional Investments so long as at the time of any such Investment and after giving effect thereto, the Payment Conditions are met; (u) Investments consisting of Indebtedness, Liens, fundamental changes, Dispositions and Restricted Payments permitted (other than by reference to this Section 7.04(v6.04(t)) under Sections 7.016.01 (other than clause (a)(iii) thereof), 7.026.02, 7.036.03 (other than clause (i) thereof), 7.05 6.05 (other than clause (e) thereof) and 7.076.08, respectively; ; (u) [reserved]; (v) contributions to a “rabbi” trust for the benefit of employees, directors, consultants, independent contractors or other service providers of Holdings (or any other Parent Entity), the Borrower or any Restricted Subsidiary or other grantor trust subject to claims of creditors in the case of a bankruptcy of Holdings or the Borrower; (w) to the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases, acquisitions, licenses or leases of other assets, Intellectual Property, or other rights, in each case in the ordinary course of business; (x) any Investment in any Subsidiary or any joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business; (y) Investments by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”; (z) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Qualified Securitization Facility or any repurchase obligation in connection therewith, including, without limitation, Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Securitization Facilities or any related Indebtedness; (aa) Investments in the ordinary course of business in connection with Settlements; (bb) Investments arising as a result of sale-leaseback transactions; and (cc) Investments in joint ventures and Unrestricted Subsidiaries in an aggregate principal amount outstanding at any time not to exceed the greater of $200,000,000 and 20.0% of Consolidated EBITDA for the most recently ended Test Period as of such time.

Investments, Loans, Advances, Guarantees and Acquisitions. The Holdings and the Borrower will shall not, and will not nor shall they permit any Restricted Subsidiary to, make or hold any Investment, except: (a) Permitted i. Investments in cash and Cash Equivalents at the time such Permitted Investment in Cash Equivalent is made and purchases of assets in the ordinary course of business consistent with past practicemade; (b) loansii. loans or advances to present or former officers, advances and other credit extensions to officersdirectors, managers, members of the Board of Directors management, consultants, independent contractors and employees of Holdings and the Borrower and its Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation (including moving expenses and costs of replacement homes), business machines or supplies, automobiles and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower (or any direct or indirect parent thereof) in Holdings (provided that 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 at the time of incurrence thereof and upon giving Pro Forma Effect thereto, in an the aggregate principal amount outstanding under in reliance on this clause (iii) at any time shall not to exceed the greater of (x) $100,000,000 15,000,000 and (y) 10.0% of Consolidated EBITDA for the Test Period most recently ended on or prior to such date of incurrence (measured as of the date such incurrence based upon the financial statements most recently delivered on or prior to such date pursuant to Section 5.01(a) or (b)); iii. Investments (i) by Holdings or any Restricted Subsidiary in any Loan Party, (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is also not a Loan Party and (iii) by any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that the aggregate amount of such Investments made by Loan Parties after the Effective Date in reliance on clause (iii) of this Section 6.04(c) shall not exceed, at the time of incurrence thereof and upon giving Pro Forma Effect thereto, the greater of $70,000,000 and 50.0% of Consolidated EBITDA for the most recently ended Test Period as of such timePeriod; (c) Investments by the Borrower in any Restricted Subsidiary and Investments by any Restricted Subsidiary in any of the Borrower or any other Restricted Subsidiary; provided that, in the case of any Investment by a Loan Party in a Restricted Subsidiary that is not a Loan Party, no Event of Default shall have occurred and be continuing or would result therefrom; (d) iv. Investments consisting of (i) deposits, prepayments and/or other credits to suppliers in the ordinary course of business or consistent with past practice; v. Investments consisting of extensions of trade credit and accommodation guarantees in the ordinary course of business and (ii) loans and advances to customers; provided that the aggregate principal amount of such loans and advances outstanding under this clause (ii) at any time shall not exceed the greater of $25,000,000 and 2.5% of Consolidated EBITDA for the most recently ended Test Period as of such timeor consistent with past practice; (e) vi. Investments (i) existing or contemplated on the Closing Date and set forth on Schedule 7.04(e) date hereof and any modification, replacement, renewal, reinvestment or extension thereof thereof; provided that (i) Investments in an aggregate amount in excess of $7,500,000 shall only be permitted under this Section 6.04(f) if such Investment is set forth on Schedule 6.04(f) or otherwise disclosed by the Borrower to the Administrative Agent in writing prior to the Effective Date (it being understood that the Administrative Agent shall be permitted to provide such disclosure to the Lenders) and (ii) contemplated Investments existing shall only be permitted under this Section 6.04(f) if such contemplated Investment is set forth on the Closing Date Schedule 6.04(f) or otherwise disclosed by the Borrower or any Restricted Subsidiary to the Administrative Agent in writing prior to the Borrower or any Restricted Subsidiary and any modification, renewal or extension thereofEffective Date (it being understood that the Administrative Agent shall be permitted to provide such disclosure to the Lenders); provided further that the amount of the original Investment is shall not be increased except by the terms of such Investment to the extent as set forth on Schedule 7.04(e6.04(f) or as otherwise permitted by this Section 7.046.04; (f) vii. Investments in Swap Agreements incurred in the ordinary course of business and not for speculative purposespermitted under Section 6.01; (g) viii. promissory notes and other Investments (including non-cash consideration consideration) received in connection with Dispositions permitted by Section 7.056.05; (h) ix. Permitted Acquisitions; x. obligations with respect to Guarantees provided by Holdings or any Restricted Subsidiary in respect of leases (iother than Capitalized Leases) the Transactions; (j) Investments or of other obligations that do not constitute Indebtedness, 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 each case entered into in the ordinary course of business; (k) xi. Investments in the ordinary course of business or consistent with past practice consisting of endorsements for collection or deposit and customary trade arrangements with customers; xii. Investments (including debt obligations and Equity Interests) (i) received in connection with the bankruptcy or reorganization of suppliers and customers customers, from financially troubled account debtors 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; (i) loans and advances to the Borrower (or any direct or indirect parent thereof) (x) 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 to the extent permitted to be made to the Borrower (or such parent) in accordance with Section 7.07(a) and (y) to the extent the proceeds thereof are contributed or loaned or advanced to another Restricted Subsidiary and (ii) Investments in satisfaction of judgments against other Persons, (iii) as a result of a foreclosure by Holdings or Guarantees any Restricted Subsidiary with respect to any direct secured Investment or indirect parent other transfer of title with respect to any secured Investment in default and (iv) as a result of the Borrower settlement, compromise or resolution of (a) litigation, arbitration or other disputes or (b) obligations of trade creditors or customers that could otherwise be made as a were incurred in the ordinary course of business or consistent with industry practice of Holdings or any Restricted Payment under Section 7.07Subsidiary, so long as including pursuant to any plan of reorganization or similar arrangement upon the amount bankruptcy or insolvency of such Investment any trade creditor or Guarantee is deducted from the amount available to be made as a Restricted Payment under the applicable clause of Section 7.07customer; (m) xiii. Investments constituting, pursuant to or in connection with Repurchase Obligations; xiv. additional Investments and other acquisitions; provided that at the time any such Investment or other acquisition is made, the aggregate outstanding amount of such Investment or acquisition made in reliance on this clause (mn), together with (including the aggregate amount of all consideration paid in connection with all other Investments and acquisitions made in reliance on this clause (m) (including n), whether in the aggregate principal amount form of all Indebtedness assumed in connection with any such other Investment or acquisition previously made under this clause (m)otherwise), shall not exceed the sum of (AA)(i) the greater of $500,000,000 55,000,000 and 50.040.0% of Consolidated EBITDA for the most recently ended Test Period after Period, plus (ii) Investments in an aggregate outstanding amount not to exceed the portion, if any, of the Restricted Payment Amount, on the relevant date of determination that the Borrower elects to apply pursuant to this clause (ii), plus (iii) Investments in an aggregate outstanding amount not to exceed the portion, if any, of the Restricted Debt Payment Amount, on the relevant date of determination that the Borrower elects to apply pursuant to this clause (iii), plus (B) the Available Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment so long as, with respect to this clause (B), no Event of Default has occurred and is continuing (or would occur upon giving Pro Forma Effect to the making of such Investment or other acquisitionaction), plus (BC) the Available Equity Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment; (n) advances of payroll payments to employees in the ordinary course of business; (o) Investments and other acquisitions to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower (or any direct or indirect parent thereof); (p) Investments of a Subsidiary acquired after the Closing Date or of a Person merged or consolidated with any Subsidiary in accordance with this Section 7.04 and Section 7.03 after the Closing Date or that otherwise becomes a Subsidiary (provided that if such Investment is made under Section 7.04(h), existing Investments in subsidiaries of such Subsidiary or Person shall comply with the requirements of Section 7.04(h)) 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; (q) receivables owing to the Borrower or any Restricted Subsidiary, if created or acquired in the ordinary course of business; (r) Investments (A) for utilities, security deposits, leases and similar prepaid expenses incurred in the ordinary course of business and (B) trade accounts created, or prepaid expenses accrued, in the ordinary course of business; (s) non-cash Investments in connection with tax planning and reorganization activities; provided that after giving effect to any such activities, the security interests of the Lenders in the Collateral, taken as a whole, would not be materially impaired; (t) additional Investments so long as at the time of any such Investment and after giving effect thereto, the Payment Conditions are met; (u) Investments consisting of Indebtedness, Liens, fundamental changes, Dispositions and Restricted Payments permitted (other than by reference to this Section 7.04(v)) under Sections 7.01, 7.02, 7.03, 7.05 and 7.07, respectively; (v) contributions to a “rabbi” trust for the benefit of employees, directors, consultants, independent contractors or other service providers or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Borrower; (w) to the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases, acquisitions, licenses or leases of other assets, Intellectual Property, or other rights, in each case in the ordinary course of business; (x) any Investment in any Subsidiary or any joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business; (y) Investments by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”; (z) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Qualified Securitization Facility or any repurchase obligation in connection therewith, including, without limitation, Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Securitization Facilities or any related Indebtedness; (aa) Investments in the ordinary course of business in connection with Settlements; (bb) Investments arising as a result of sale-leaseback transactions; and (cc) Investments in joint ventures and Unrestricted Subsidiaries in an aggregate principal amount outstanding at any time not to exceed the greater of $200,000,000 and 20.0% of Consolidated EBITDA for the most recently ended Test Period as of such time.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will shall not, and will not nor shall it permit any Restricted Subsidiary other Borrower Group Entity to, make or hold permit to remain outstanding any Investment, Investments except: (a) Permitted Investments at the time such Permitted Investment is made in Real Properties (including fee interests and purchases leases), Real Estate Assets, Equity Interests of assets owners of Real Properties and Real Estate Assets, and operating deposit accounts with banks in the ordinary course of business consistent with past practiceconnection therewith; (b) loans, advances and other credit extensions to officers, members of the Board of Directors and employees of the Borrower and its Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation (including moving expenses and costs of replacement homes), business machines or supplies, automobiles and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower (or any direct or indirect parent thereof) (provided that the amount of such loans and advances made in cash to such Person shall be contributed respect to the Borrower in cash as common equity or Qualified Equity Interests) and (iii) and/or the REIT only, marketable securities available for purposes not described in the foregoing clauses (i) and (ii), in an aggregate principal amount outstanding under this clause (iii) at any time not to exceed the greater of $100,000,000 and 10.0% of Consolidated EBITDA for the most recently ended Test Period as of such timesale; (c) Investments by the Borrower in any Restricted Subsidiary Cash and Investments by any Restricted Subsidiary in any of the Borrower or any other Restricted Subsidiary; provided that, in the case of any Investment by a Loan Party in a Restricted Subsidiary that is not a Loan Party, no Event of Default shall have occurred and be continuing or would result therefromCash Equivalents; (d) Investments consisting of in (i) extensions another Borrower Group Entity, provided that no more than $5,000,000 of trade credit and accommodation guarantees cash Investments in the ordinary course of business Borrower Group Entities under this clause (i) that are not Loan Parties can be outstanding at any time and (ii) loans and advances to customers; provided that the aggregate principal amount of such loans and advances outstanding under this clause (ii) at any time shall not exceed the greater of $25,000,000 and 2.5% of Consolidated EBITDA for the most recently ended Test Period as of such time; (e) Investments (i) existing or contemplated on the Closing Date and set forth on Schedule 7.04(e) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) Investments existing on the Closing Date by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary and any modification, renewal or extension thereof; provided that the amount of the original Investment is not increased except by the terms of such Investment to the extent as set forth on Schedule 7.04(e) or as otherwise permitted by this Section 7.04; (f) Investments in Swap Agreements incurred in the ordinary course of business and not for speculative purposes; (g) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (h) Permitted Acquisitions; (i) the Transactions; (j) Investments 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 Property Manager in the ordinary course of business; (ke) Investments (including debt obligations and Equity Interests) received in connection with the 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 InvestmentPermitted Acquisitions; (if) Subject to the limitations imposed by Section 6.04(d), Investments in the form of Guarantees permitted under Section 6.01; (g) Investments in the form of promissory notes held by, and owing to, a Borrower Group Entity on account of deferred purchase price obligations owing to such Borrower Group Entity on account of a Disposition of Real Property permitted hereunder; and (h) Investments consisting of loans and advances to the Borrower (or any direct or indirect parent thereof) (x) in lieu ofofficers, directors and not in excess of the amount of (after giving effect to any other loansemployees for business-related travel expenses, advances or Restricted Payments in respect thereof)moving expenses, Restricted Payments to the extent permitted to be made to the Borrower (or such parent) in accordance with Section 7.07(a) and (y) to the extent the proceeds thereof are contributed or loaned or advanced to another Restricted Subsidiary and (ii) Investments or Guarantees with respect to any direct or indirect parent of the Borrower that could otherwise be made as a Restricted Payment under Section 7.07, so long as the amount of such Investment or Guarantee is deducted from the amount available to be made as a Restricted Payment under the applicable clause of Section 7.07; (m) additional Investments payroll expenses and other acquisitions; provided that at the time any such Investment or other acquisition is madesimilar expenses, the aggregate outstanding amount of such Investment or acquisition made in reliance on this clause (m), together with the aggregate amount of all consideration paid in connection with all other Investments and acquisitions made in reliance on this clause (m) (including the aggregate principal amount of all Indebtedness assumed in connection with any such other Investment or acquisition previously made under this clause (m)), shall not exceed the sum of (A) the greater of $500,000,000 and 50.0% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Investment or other acquisition, plus (B) the Available Equity Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment; (n) advances of payroll payments to employees in the ordinary course of business; (o) Investments and other acquisitions to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower (or any direct or indirect parent thereof); (p) Investments of a Subsidiary acquired after the Closing Date or of a Person merged or consolidated with any Subsidiary in accordance with this Section 7.04 and Section 7.03 after the Closing Date or that otherwise becomes a Subsidiary (provided that if such Investment is made under Section 7.04(h), existing Investments in subsidiaries of such Subsidiary or Person shall comply with the requirements of Section 7.04(h)) 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; (q) receivables owing to the Borrower or any Restricted Subsidiary, if created or acquired in the ordinary course of business; (r) Investments (A) for utilities, security deposits, leases and similar prepaid expenses each case incurred in the ordinary course of business and (B) trade accounts created, or prepaid expenses accrued, consistent with past practices or to fund such Person’s purchase of Equity Interests in the ordinary course of business; (s) non-cash Investments in connection with tax planning and reorganization activities; provided that after giving effect to any such activities, the security interests of the Lenders in the Collateral, taken as a whole, would not be materially impaired; (t) additional Investments so long as at the time of any such Investment and after giving effect thereto, the Payment Conditions are met; (u) Investments consisting of Indebtedness, Liens, fundamental changes, Dispositions and Restricted Payments permitted (other than by reference to this Section 7.04(v)) under Sections 7.01, 7.02, 7.03, 7.05 and 7.07, respectively; (v) contributions to a “rabbi” trust for the benefit of employees, directors, consultants, independent contractors or other service providers or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Borrower; (w) to the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases, acquisitions, licenses or leases of other assets, Intellectual Property, or other rights, in each case in the ordinary course of business; (x) any Investment in any Subsidiary or any joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business; (y) Investments by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”; (z) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Qualified Securitization Facility or any repurchase obligation in connection therewith, including, without limitation, Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Securitization Facilities or any related Indebtedness; (aa) Investments in the ordinary course of business in connection with Settlements; (bb) Investments arising as a result of sale-leaseback transactions; and (cc) Investments in joint ventures and Unrestricted Subsidiaries in an aggregate principal amount outstanding at any time not to exceed the greater of $200,000,000 and 20.0% of Consolidated EBITDA for the most recently ended Test Period as of such timeREIT.