Common use of Investments of a Restricted Clause in Contracts

Investments of a Restricted. Subsidiary of Borrower acquired after the Closing Date or of a corporation merged or amalgamated or consolidated into Borrower or merged or amalgamated into or consolidated with a Restricted Subsidiary of Borrower in accordance with Section 10.2.6 after the Closing Date 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, amalgamation or consolidation; (o) Guarantees by Borrower or any of its Restricted Subsidiaries of operating leases (other than Capital Lease Obligations) or of other obligations that do not constitute Debt, in each case entered into by any Restricted Subsidiary in the ordinary course of business; (p) Investments in joint ventures in an aggregate amount not to exceed $100,000,000; provided, that immediately before such Investment and after giving effect thereto, (i) Borrower shall be in compliance with the Financial Performance Covenants calculated on a Pro Forma Basis and (ii) no Default or Event of Default shall have occurred and be continuing or would result therefrom; (q) Investments after the Closing Date in the Ohio Joint Ventures constituting the exercise of any options existing as of May 26, 2017 and set forth on Schedule 9.1.4 and Schedule 10.2.5, to acquire additional Equity Interests in the Ohio Joint Ventures; provided, that immediately before such Investment and after giving effect thereto, (i) Borrower shall be in compliance with the Financial Performance Covenants calculated on a Pro Forma Basis and (ii) no Default or Event of Default shall have occurred and be continuing or would result therefrom; (r) Investments after the Closing Date in the Ohio Joint Ventures constituting (i) purchases of additional Equity Interests in the Ohio Joint Ventures from holders of Equity Interests in the Ohio Joint Ventures (other than pursuant to Section 10.2.5(q)) and (ii) investments in response to capital calls in respect of the Ohio Joint Ventures that maintain Borrower’s then existing ownership percentage therein; provided, in each case, that immediately before such Investment and after giving effect thereto, (A) Liquidity is greater than $20,000,000, (B) Borrower shall be in compliance with the Financial Performance Covenants calculated on a Pro Forma Basis and (C) no Default or Event of Default shall have occurred and be continuing or would result therefrom;

Investments of a Restricted. Subsidiary of Borrower acquired after the Closing Date or of a corporation merged or amalgamated or consolidated into the Borrower or merged or amalgamated into or consolidated with a any Restricted Subsidiary of Borrower Subsidiary, in each case in accordance with Section 10.2.6 7.4 after the Closing Date Date, 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, amalgamation merger or consolidation; (on) Guarantees by the Borrower or any Restricted Subsidiary of its Restricted Subsidiaries of operating leases (other than Capital Finance Lease Obligations) or of other obligations that do not constitute DebtIndebtedness, in each case entered into by any Restricted Subsidiary in the ordinary course of business; (o) Investments made to effect the pledges and deposits described in, and permitted under, Section 7.3(c) and (d); (p) Investments by the Borrower or any Restricted Subsidiary that result solely from the receipt by the Borrower or such Restricted Subsidiary from any of its Subsidiaries of a dividend or other Restricted Payment in joint ventures the form of Capital Stock, evidences of Indebtedness or other securities (but not any additions thereto made after the date of the receipt thereto); (q) mergers and consolidations permitted under Section 7.4 that do not involve any Person other than the Borrower and Restricted Subsidiaries that are Wholly Owned Subsidiaries; (r) so long as no Event of Default has occurred and is continuing or would result therefrom, Investments in an aggregate amount not to exceed $100,000,000the Available Amount at such time; provided(s) customary Investments by the Borrower or any Restricted Subsidiary in any Securitization Subsidiary in connection with a Qualified Securitization Transaction, that immediately before such Investment and after giving effect thereto, including pursuant to Standard Securitization Undertakings; (it) Borrower shall be in compliance with the Financial Performance Covenants calculated on a Pro Forma Basis and (ii) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom; (q) Investments after , other Investments, if, at the Closing Date in time of such Investment, the Ohio Joint Ventures constituting Consolidated Senior Secured Leverage Ratio for the exercise of any options existing as of May 26Applicable Reference Period, 2017 and set forth on Schedule 9.1.4 and Schedule 10.2.5, to acquire additional Equity Interests in the Ohio Joint Ventures; provided, that immediately before such Investment and after giving effect thereto, (i) Borrower shall be in compliance with the Financial Performance Covenants calculated on a Pro Forma Basis as of the date of such Investment, is not in excess of 1.50 to 1.00; (u) Investments by the Borrower or any of its Restricted Subsidiaries in an aggregate amount (valued at cost), taken together with all other outstanding Investments made pursuant to this Section 7.7(u) (less any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received in respect of any such Investments (excluding any returns in excess of the amount originally invested)), not to exceed from and after the Closing Date the greater of (i) $50,000,000 and (ii) no Default or Event 10% of Default shall have occurred and be continuing or would result therefrom; (r) Investments after Consolidated EBITDA for the Closing Date in the Ohio Joint Ventures constituting (i) purchases of additional Equity Interests in the Ohio Joint Ventures from holders of Equity Interests in the Ohio Joint Ventures (other than pursuant to Section 10.2.5(q)) and (ii) investments in response to capital calls in respect of the Ohio Joint Ventures that maintain Borrower’s then existing ownership percentage therein; providedApplicable Reference Period, in each case, that immediately before such Investment and after giving effect thereto, (A) Liquidity is greater than $20,000,000, (B) Borrower shall be in compliance with the Financial Performance Covenants calculated on a Pro Forma Basis as of the date of such Investment; (v) (i) any Investment in any Joint Venture or Unrestricted Subsidiary and (Cii) no Default or Event any Permitted Acquisition of Default Persons that do not, upon acquisition thereof, become Subsidiary Guarantors, and property that is not, upon acquisition thereof, owned by Loan Parties; provided that the aggregate outstanding amount of the Investments and Permitted Acquisitions consummated pursuant to this Section 7.7(v) (with respect to Investments pursuant to clause (i), valued at cost, and with respect to Permitted Acquisitions pursuant to clause (ii), the Investment amount thereof shall have occurred be as valued in good faith by the Borrower and be continuing or would result therefrom;shall include cash and equity (including Disqualified Capital Stock of any Subsidiaries not organized under the laws of any jurisdiction within the United States, but excluding any other equity of such Subsidiaries)), less any returns (including dividends, interest, distributions, returns 105 0000-0000-0000 v.2

Investments of a Restricted. Subsidiary of Borrower acquired after the Closing Date or of a corporation an entity merged or into, amalgamated or consolidated into Borrower or merged or amalgamated into with, or consolidated with a Loan Party or a Restricted Subsidiary of Borrower in accordance with a transaction that is not prohibited by Section 10.2.6 6.08 after the Closing Date 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, amalgamation or consolidation; (o19) Guarantees 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; (20) advances in the form of a prepayment of expenses in the ordinary course of business, so long as such expenses are being paid in accordance with customary trade terms of the Company or the Restricted Subsidiaries; (21) Investments in Joint Ventures or Unrestricted Subsidiaries having an aggregate Fair Market Value (as determined in good faith by the Company), taken together with all other Investments made pursuant to this clause (21) that are at that time outstanding, not to exceed (x) $25,000,000 plus (y) an amount equal to any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received in respect of any such Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value); provided that the aggregate amount of Investments made by Loan Parties in reliance on this Clause (21) shall not exceed (when combined with Investments made by Loan Parties in Subsidiaries that are not (or do not become in connection with such transaction) Loan Parties in reliance on Clauses (1), (3) and (22) of the definition of Permitted Investments) $25,000,000; provided, further that, upon written notice from a Responsible Officer of the Borrower Representative to the Administrative Agent, the dollar amount set forth in the foregoing proviso shall be reset at $25,000,000 on any such date as the Payment Conditions become satisfied (it being understood that such written notice shall include an updated Borrowing Base Certificate (as applicable) and calculations (in reasonable detail) demonstrating compliance with the Payment Conditions); provided, however, that if any Investment pursuant to this clause (21) is made in any Person that is not a Loan Party at the date of the making of such Investment and such Person becomes a Loan Party after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (21) for so long as such Person continues to be a Loan Party; provided, further that, with respect to any such Investment (in a single transaction or a series of related transactions) consisting of assets of the type eligible to be included in the Borrowing Base that decreases the Borrowing Base by $3,437,500 or more (after giving effect thereto), the Borrower Representative shall have first delivered an updated Borrowing Base Certificate to the Administrative Agent giving pro forma effect to such Investment and demonstrating pro forma compliance with Section 6.12; (22) any Investment in any Subsidiary of the Company or any of its Restricted Subsidiaries of operating leases (other than Capital Lease Obligations) Joint Venture in connection with intercompany cash management arrangements or of other obligations that do not constitute Debt, in each case entered into by any Restricted Subsidiary related activities arising in the ordinary course of business; (p) provided that the aggregate amount of Investments made by Loan Parties in Subsidiaries or joint ventures that are not Loan Parties in an aggregate amount reliance on this Clause (22) shall not to exceed (when combined with Investments made by Loan Parties in Subsidiaries that are not (or do not become in connection with such transaction) Loan Parties in reliance on Clauses (1), (3) and (21) of the definition of Permitted Investment) $100,000,00025,000,000; provided, that immediately before such Investment and after giving effect theretofurther that, (i) upon written notice from a Responsible Officer of the Borrower Representative to the Administrative Agent, the dollar amount set forth in the foregoing proviso shall be reset at $25,000,000 on any such date as the Payment Conditions become satisfied (it being understood that such written notice shall include an updated Borrowing Base Certificate (as applicable) and calculations (in reasonable detail) demonstrating compliance with the Financial Performance Covenants calculated on a Pro Forma Basis and (ii) no Default or Event of Default shall have occurred and be continuing or would result therefrom; (q) Investments after the Closing Date in the Ohio Joint Ventures constituting the exercise of any options existing as of May 26, 2017 and set forth on Schedule 9.1.4 and Schedule 10.2.5, to acquire additional Equity Interests in the Ohio Joint VenturesPayment Conditions); provided, however, that immediately before such if any Investment and after giving effect thereto, (i) Borrower shall be in compliance with the Financial Performance Covenants calculated on a Pro Forma Basis and (ii) no Default or Event of Default shall have occurred and be continuing or would result therefrom; (r) Investments after the Closing Date in the Ohio Joint Ventures constituting (i) purchases of additional Equity Interests in the Ohio Joint Ventures from holders of Equity Interests in the Ohio Joint Ventures (other than pursuant to Section 10.2.5(q)this clause (22) and (ii) investments is made in response to capital calls in respect of the Ohio Joint Ventures that maintain Borrower’s then existing ownership percentage therein; provided, in each case, that immediately before such Investment and after giving effect thereto, (A) Liquidity is greater than $20,000,000, (B) Borrower shall be in compliance with the Financial Performance Covenants calculated on a Pro Forma Basis and (C) no Default or Event of Default shall have occurred and be continuing or would result therefrom;33 11584747

Investments of a Restricted. Subsidiary of Borrower acquired after the Closing Date date hereof or of a corporation an entity merged or into, amalgamated or consolidated into Borrower or merged or amalgamated into with, or consolidated with a Loan Party or a Restricted Subsidiary of Borrower in accordance with a transaction that is not prohibited by Section 10.2.6 6.08 after the Closing Date date hereof to the extent that such Investments 39 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, amalgamation or consolidation; (o19) Guarantees Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers; (20) advances in the form of a prepayment of expenses in the ordinary course of business, so long as such expenses are being paid in accordance with customary trade terms of the Company or the Restricted Subsidiaries; (21) Investments in Joint Ventures or Unrestricted Subsidiaries having an aggregate Fair Market Value (as determined in good faith by the Company), taken together with all other Investments made pursuant to this clause (21) that are at that time outstanding, not to exceed (x) $30,000,000, plus (y) an amount equal to any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received in respect of any such Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value); provided that the aggregate amount of Investments made by Loan Parties in reliance on this Clause (21) shall not exceed (when combined with Investments made by Loan Parties in Subsidiaries that are not (or do not become in connection with such transaction) Loan Parties in reliance on Clauses (1), (3) and (22) of the definition of Permitted Investments) $30,000,000; provided, further that, upon written notice from a Responsible Officer of the Borrower Representative to the Administrative Agent, the dollar amount set forth in the foregoing proviso shall be reset at $30,000,000 on any such date as the Payment Conditions become satisfied (it being understood that such written notice shall include an updated Borrowing Base Certificate (as applicable) and calculations (in reasonable detail) demonstrating compliance with the Payment Conditions); provided, however, that if any Investment pursuant to this clause (21) is made in any Person that is not a Loan Party at the date of the making of such Investment and such Person becomes a Loan Party after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (21) for so long as such Person continues to be a Loan Party; provided, further that, with respect to any such Investment (in a single transaction or a series of related transactions) consisting of assets constituting ABL Priority Collateral of the type eligible to be included in the Borrowing Base that decreases the Borrowing Base by $5,625,000 or more (after giving effect thereto), the Borrower Representative shall have first delivered an updated Borrowing Base Certificate to the Administrative Agent giving pro forma effect to such Investment and demonstrating pro forma compliance with Section 6.12; (22) any Investment in any Subsidiary of the Company or any of its Restricted Subsidiaries of operating leases (other than Capital Lease Obligations) Joint Venture in connection with intercompany cash management arrangements or of other obligations that do not constitute Debt, in each case entered into by any Restricted Subsidiary related activities arising in the ordinary course of business; (p) provided that the aggregate amount of Investments made by Loan Parties in Subsidiaries or joint ventures that are not Loan Parties in an aggregate amount reliance on this Clause (22) shall not to exceed (when combined with Investments made by Loan Parties in Subsidiaries that are not (or do not become in connection with such transaction) Loan Parties in reliance on Clauses (1), (3) and (21) of the definition of Permitted Investment) $100,000,00030,000,000; provided, further that, upon written notice from a Responsible Officer of the Borrower Representative to the Administrative Agent, the dollar amount set forth in the foregoing proviso shall be reset at $30,000,000 on any such date as the Payment Conditions become satisfied (it being understood that immediately before such written notice shall include an updated Borrowing Base Certificate (as applicable) and calculations (in reasonable detail) demonstrating compliance with the Payment Conditions); provided, however, that if any Investment pursuant to this clause (22) is made in any Person that is not a Loan Party at the date of the making of such Investment and such Person becomes a Loan Party after giving effect theretosuch date, (i) Borrower shall be in compliance with the Financial Performance Covenants calculated on a Pro Forma Basis and (ii) no Default or Event of Default shall have occurred and be continuing or would result therefrom; (q) Investments after the Closing Date in the Ohio Joint Ventures constituting the exercise of any options existing as of May 26, 2017 and set forth on Schedule 9.1.4 and Schedule 10.2.5, to acquire additional Equity Interests in the Ohio Joint Ventures; provided, that immediately before such Investment and after giving effect thereto, (i) Borrower shall thereafter be in compliance with the Financial Performance Covenants calculated on a Pro Forma Basis and (ii) no Default or Event of Default shall deemed to have occurred and be continuing or would result therefrom; (r) Investments after the Closing Date in the Ohio Joint Ventures constituting (i) purchases of additional Equity Interests in the Ohio Joint Ventures from holders of Equity Interests in the Ohio Joint Ventures (other than been made pursuant to Section 10.2.5(q)clause (1) above and shall cease to have been made pursuant to this clause (ii22) investments in response for so long as such Person continues to capital calls in respect of the Ohio Joint Ventures that maintain Borrower’s then existing ownership percentage therein; provided, in each case, that immediately before such Investment and after giving effect thereto, (A) Liquidity is greater than $20,000,000, (B) Borrower shall be in compliance with the Financial Performance Covenants calculated on a Pro Forma Basis and (C) no Default or Event of Default shall have occurred and be continuing or would result therefromLoan Party;

Investments of a Restricted. Subsidiary of Borrower acquired after the Closing Effective Date or of a corporation Person merged or amalgamated or consolidated into Borrower or merged or amalgamated into or consolidated with a the Borrower or any Restricted Subsidiary of Borrower in accordance with this Section 10.2.6 and Section 6.03 after the Closing Effective Date 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 merger, amalgamation or consolidation or such designation and were in existence on the date of such acquisition, merger, amalgamation or consolidationconsolidation or such designation; (os) Guarantees by Investments in the Borrower or any Restricted Subsidiary in connection with any Tax Restructuring; provided that, after giving effect to any such activities, the Guarantees of its the Loans and the security interests of the Lenders in the Collateral, taken as a whole, would not be adversely impaired in any material respect; (t) Investments consisting of Indebtedness, Liens, fundamental changes, Dispositions and Restricted Subsidiaries of operating leases Payments permitted (other than Capital Lease Obligationsby reference to this Section 6.04(t)) under Sections 6.01 (other than clause (a)(iii) thereof), 6.02, 6.03 (other than clause (i) thereof), 6.05 (other than clause (e) thereof) and 6.08, 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 obligations that do not constitute Debtassets, Intellectual Property, or other rights, in each case entered into by any Restricted Subsidiary in the ordinary course of businessbusiness or consistent with past practice; (p) Investments in joint ventures in an aggregate amount not to exceed $100,000,000; provided, that immediately before such Investment and after giving effect thereto, (i) Borrower shall be in compliance with the Financial Performance Covenants calculated on a Pro Forma Basis and (ii) no Default or Event of Default shall have occurred and be continuing or would result therefrom; (q) Investments after the Closing Date in the Ohio Joint Ventures constituting the exercise of any options existing as of May 26, 2017 and set forth on Schedule 9.1.4 and Schedule 10.2.5, to acquire additional Equity Interests in the Ohio Joint Ventures; provided, that immediately before such Investment and after giving effect thereto, (i) Borrower shall be in compliance with the Financial Performance Covenants calculated on a Pro Forma Basis and (ii) no Default or Event of Default shall have occurred and be continuing or would result therefrom; (r) Investments after the Closing Date in the Ohio Joint Ventures constituting (i) purchases of additional Equity Interests in the Ohio Joint Ventures from holders of Equity Interests in the Ohio Joint Ventures (other than pursuant to Section 10.2.5(q)) and (ii) investments in response to capital calls in respect of the Ohio Joint Ventures that maintain Borrower’s then existing ownership percentage therein; provided, in each case, that immediately before such Investment and after giving effect thereto, (A) Liquidity is greater than $20,000,000, (B) Borrower shall be in compliance with the Financial Performance Covenants calculated on a Pro Forma Basis and (C) no Default or Event of Default shall have occurred and be continuing or would result therefrom;164 US-DOCS\115047431.4127573765.6

Investments of a Restricted. Subsidiary of Borrower acquired after the Closing Date or of a corporation an entity merged or into, amalgamated or consolidated into Borrower or merged or amalgamated into with, or consolidated with a Loan Party or a Restricted Subsidiary of Borrower in accordance with a transaction that is not prohibited by Section 10.2.6 6.08 after the Closing Date 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, amalgamation or consolidation; (o19) Guarantees 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; (20) advances in the form of a prepayment of expenses in the ordinary course of business, so long as such expenses are being paid in accordance with customary trade terms of the Company or the Restricted Subsidiaries; (21) Investments in Joint Ventures or Unrestricted Subsidiaries having an aggregate Fair Market Value (as determined in good faith by the Company), taken together with all other Investments made pursuant to this clause (21) that are at that time outstanding, not to exceed (x) $25,000,000, plus (y) an amount equal to any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received in respect of any such Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value); provided that the aggregate amount of Investments made by Loan Parties in reliance on this Clause (21) shall not exceed (when combined with Investments made by Loan Parties in Subsidiaries that are not (or do not become in connection with such transaction) Loan Parties in reliance on Clauses (1), (3) and (22) of the definition of Permitted Investments) $25,000,000; provided, further that, upon written notice from a Responsible Officer of the Borrower Representative to the Administrative Agent, the dollar amount set forth in the foregoing proviso shall be reset at $25,000,000 on any such date as the Payment Conditions become satisfied (it being understood that such written notice shall include an updated Borrowing Base Certificate (as applicable) and calculations (in reasonable detail) demonstrating compliance with the Payment Conditions); provided, however, that if any Investment pursuant to this clause (21) is made in any Person that is not a Loan Party at the date of the making of such Investment and such Person becomes a Loan Party after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (21) for so long as such Person continues to be a Loan Party; provided, further that, with respect to any such Investment (in a single transaction or a series of related transactions) consisting of assets of the type eligible to be included in the Borrowing Base that decreases the Borrowing Base by $3,437,500 or more (after giving effect thereto), the Borrower Representative shall have first delivered an updated Borrowing Base Certificate to the Administrative Agent giving pro forma effect to such Investment and demonstrating pro forma compliance with Section 6.12; (22) any Investment in any Subsidiary of the Company or any of its Restricted Subsidiaries of operating leases (other than Capital Lease Obligations) Joint Venture in connection with intercompany cash management arrangements or of other obligations that do not constitute Debt, in each case entered into by any Restricted Subsidiary related activities arising in the ordinary course of business; (p) provided that the aggregate amount of Investments made by Loan Parties in Subsidiaries or joint ventures that are not Loan Parties in an aggregate amount reliance on this Clause (22) shall not to exceed (when combined with Investments made by Loan Parties in Subsidiaries that are not (or do not become in connection with such transaction) Loan Parties in reliance on Clauses (1), (3) and (21) of the definition of Permitted Investment) $100,000,00025,000,000; provided, that immediately before such Investment and after giving effect theretofurther that, (i) upon written notice from a Responsible Officer of the Borrower Representative to the Administrative Agent, the dollar amount set forth in the foregoing proviso shall be reset at $25,000,000 on any such date as the Payment Conditions become satisfied (it being understood that such written notice shall include an updated Borrowing Base Certificate (as applicable) and calculations (in reasonable detail) demonstrating compliance with the Financial Performance Covenants calculated on a Pro Forma Basis and (ii) no Default or Event of Default shall have occurred and be continuing or would result therefrom; (q) Investments after the Closing Date in the Ohio Joint Ventures constituting the exercise of any options existing as of May 26, 2017 and set forth on Schedule 9.1.4 and Schedule 10.2.5, to acquire additional Equity Interests in the Ohio Joint VenturesPayment Conditions); provided, however, that immediately before such if any Investment and after giving effect thereto, (i) Borrower shall be in compliance with the Financial Performance Covenants calculated on a Pro Forma Basis and (ii) no Default or Event of Default shall have occurred and be continuing or would result therefrom; (r) Investments after the Closing Date in the Ohio Joint Ventures constituting (i) purchases of additional Equity Interests in the Ohio Joint Ventures from holders of Equity Interests in the Ohio Joint Ventures (other than pursuant to Section 10.2.5(q)this clause (22) and (ii) investments is made in response to capital calls in respect of the Ohio Joint Ventures any Person that maintain Borrower’s then existing ownership percentage therein; provided, in each case, that immediately before such Investment and after giving effect thereto, (A) Liquidity is greater than $20,000,000, (B) Borrower shall be in compliance with the Financial Performance Covenants calculated on not a Pro Forma Basis and (C) no Default or Event of Default shall have occurred and be continuing or would result therefrom;Loan Party

Investments of a Restricted. Subsidiary of Borrower acquired after the Closing Date or of a corporation an entity merged into or amalgamated or consolidated into Borrower or merged or amalgamated into or consolidated with a Restricted Subsidiary of Borrower in accordance with a transaction that is not prohibited by Section 10.2.6 7.03 after the Closing Date 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, amalgamation or consolidation; (o19) Guarantees any Investment by Borrower any Captive Insurance Subsidiary, which Investment is made in the ordinary course of business or consistent with industry practice of such Captive Insurance Subsidiary, or by reason of applicable Law, rule, regulation or order, or that is required or permitted by any regulatory authority having jurisdiction over such Captive Insurance Subsidiary or its business, as applicable; (20) guarantees of its Restricted Subsidiaries of operating leases Indebtedness permitted to be Incurred under Section 7.01 and obligations relating to such Indebtedness and guarantees (other than Capital Lease Obligationsguarantees of Indebtedness) or of other obligations that do not constitute Debt, in each case entered into by any Restricted Subsidiary in the ordinary course of business; (p21) advances, loans or extensions of trade credit in the ordinary course of business by the Borrower or any of the Restricted Subsidiaries; (22) Investments consisting of purchases and acquisitions of assets or services in the ordinary course of business; (23) 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; (24) intercompany current liabilities owed to or from Unrestricted Subsidiaries or joint ventures Incurred in the ordinary course of business in connection with the cash management operations of the Borrower and its Subsidiaries; (25) Investments in joint ventures of the Borrower or any of its Restricted Subsidiaries in an aggregate amount amount, taken together with all other Investments made pursuant to this clause (25) that are at the time outstanding, not to exceed the greater of (x) $100,000,00075,000,000 and (y) 35.0% of Consolidated EBITDA of the Group Parties; providedprovided that the Investments permitted pursuant to this clause may be increased by the amount of JV Distributions, that immediately before such Investment and after giving effect thereto, without duplication of dividends or distributions increasing amounts available pursuant to clause (ic) Borrower shall be of the first paragraph of Section 7.05; (26) Investments made in compliance connection with the Financial Performance Covenants calculated on a Pro Forma Basis Transactions and (ii) no Default or Event of Default shall have occurred and be continuing or would result therefromany Transition Arrangements; (q27) Investments after the Closing Date accounts receivable, security deposits and prepayments and other credits granted or made in the Ohio Joint Ventures constituting the exercise ordinary course of business and any options existing as of May 26Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and others, 2017 and set forth on Schedule 9.1.4 and Schedule 10.2.5, to acquire additional Equity Interests including in the Ohio Joint Ventures; provided, that immediately before such Investment and after giving effect thereto, (i) Borrower shall be in compliance connection with the Financial Performance Covenants calculated on a Pro Forma Basis bankruptcy or reorganization of, or settlement of delinquent accounts and (ii) no Default or Event of Default shall have occurred and be continuing or would result therefrom; (r) Investments after the Closing Date in the Ohio Joint Ventures constituting (i) purchases of additional Equity Interests in the Ohio Joint Ventures from holders of Equity Interests in the Ohio Joint Ventures (other than pursuant to Section 10.2.5(q)) and (ii) investments in response to capital calls in respect of the Ohio Joint Ventures that maintain Borrower’s then existing ownership percentage therein; provided, in each case, that immediately before such Investment and after giving effect thereto, (A) Liquidity is greater than $20,000,000, (B) Borrower shall be in compliance with the Financial Performance Covenants calculated on a Pro Forma Basis and (C) no Default or Event of Default shall have occurred and be continuing or would result therefrom;disputes with

Investments of a Restricted. Subsidiary of Borrower acquired after the Closing Issue Date or of a corporation an entity merged or amalgamated or consolidated into Borrower the Company or merged or amalgamated into or consolidated with a Restricted Subsidiary of Borrower in accordance with Section 10.2.6 after the Closing Date Issue Date, in each case, 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, amalgamation merger or consolidation; (o17) Guarantees Investments the payment for which consists of Qualified Capital Stock; provided that such Qualified Capital Stock will not increase the amount available under Section 4.04(a)(3); and (18) licensing, sublicensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons. For purposes of this definition, in the event that a proposed Investment (or portion thereof) meets the criteria of more than one of the categories of Permitted Investments described in clauses (1) through (18) above, the Company will be entitled to classify (but not reclassify) such Investment (or portion thereof) in one or more of such categories set forth above). “Permitted Liens” means, with respect to any Person: (1) pledges or deposits by Borrower such Person under worker’s compensation laws, unemployment insurance laws or any of its Restricted Subsidiaries of operating leases similar legislation, or pledges or deposits in connection with bids, tenders, contracts (other than Capital Lease Obligationsfor the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of other obligations that do not constitute Debtsuch Person or deposits of cash or United States government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case entered into by any Restricted Subsidiary Incurred in the ordinary course of business; (p2) Investments in joint ventures in an aggregate amount not to exceed $100,000,000; provided, that immediately before such Investment and after giving effect thereto, (i) Borrower shall be in compliance with the Financial Performance Covenants calculated on a Pro Forma Basis and (ii) no Default Liens imposed by law or Event of Default shall have occurred and be continuing or would result therefrom; (q) Investments after the Closing Date in the Ohio Joint Ventures constituting the exercise ordinary course of any options existing as of May 26, 2017 and set forth on Schedule 9.1.4 and Schedule 10.2.5, to acquire additional Equity Interests in the Ohio Joint Ventures; provided, that immediately before such Investment and after giving effect thereto, (i) Borrower shall be in compliance with the Financial Performance Covenants calculated on a Pro Forma Basis and (ii) no Default or Event of Default shall have occurred and be continuing or would result therefrom; (r) Investments after the Closing Date in the Ohio Joint Ventures constituting (i) purchases of additional Equity Interests in the Ohio Joint Ventures from holders of Equity Interests in the Ohio Joint Ventures business (other than pursuant to Section 10.2.5(qin connection with Indebtedness)) , such as carriers’, warehousemen’s and (ii) investments in response to capital calls in respect of the Ohio Joint Ventures that maintain Borrower’s then existing ownership percentage therein; providedmechanics’ Liens, in each casecase for sums not yet due or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review and Liens arising solely by virtue of any contractual, that immediately before such Investment statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and after giving effect thereto, (A) Liquidity is greater than $20,000,000, (B) Borrower shall be in compliance with the Financial Performance Covenants calculated on a Pro Forma Basis and (C) no Default remedies as to deposit accounts or Event of Default shall have occurred and be continuing or would result therefrom;other

Investments of a Restricted. Subsidiary of Borrower acquired after the Closing Issue Date or of a corporation an entity merged or into, amalgamated or consolidated into Borrower or merged or amalgamated into with, or consolidated with the Issuer or a Restricted Subsidiary of Borrower in accordance with a transaction that is not prohibited by Section 10.2.6 5.01 after the Closing Issue Date 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, amalgamation or consolidation; (o21) Guarantees by Borrower or any of its Restricted Subsidiaries of operating leases (other than Capital Lease Obligations) or of other obligations that do not constitute Debt, in each case entered into by any Restricted Subsidiary Investments in the ordinary course of businessbusiness or consistent with past practice or industry norm consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit and Uniform Commercial Code Article 4 customary trade arrangements with customers (or their equivalent under the PPSA or comparable legislation in the relevant jurisdiction); (p22) Investments advances in the form of a prepayment of expenses, so long as such expenses are being paid in accordance with customary trade terms of the Issuer or its Restricted Subsidiaries; (23) any Investment in any Subsidiary of the Issuer or any joint ventures venture in an aggregate amount not to exceed $100,000,000connection with intercompany cash management arrangements or related activities arising in the ordinary course of business or consistent with past practice or industry norm; provided(24) guarantees of Indebtedness under customer financing lines of credit in the ordinary course of business or consistent with past practice or industry norm; and (25) any Investment so long as, that immediately before such Investment and after giving effect theretoto such Investment, (i) Borrower shall be in compliance with the Financial Performance Covenants calculated Total Indebtedness Leverage Ratio for the most recently ended four fiscal quarters for which internal financial statements are available immediately preceding such Investment is not greater than 3.25 to 1.00 on a Pro Forma Basis pro forma basis. “Permitted Liens” means, with respect to any Person: (1) pledges or deposits and (ii) no Default other Liens granted by such Person under workmen’s compensation laws, unemployment insurance, employers’ health tax and other social security laws or Event of Default shall have occurred and be continuing similar legislation, or would result therefrom; (q) Investments after the Closing Date good faith deposits in the Ohio Joint Ventures constituting the exercise of any options existing as of May 26connection with bids, 2017 and set forth on Schedule 9.1.4 and Schedule 10.2.5tenders, to acquire additional Equity Interests in the Ohio Joint Ventures; provided, that immediately before such Investment and after giving effect thereto, (i) Borrower shall be in compliance with the Financial Performance Covenants calculated on a Pro Forma Basis and (ii) no Default or Event of Default shall have occurred and be continuing or would result therefrom; (r) Investments after the Closing Date in the Ohio Joint Ventures constituting (i) purchases of additional Equity Interests in the Ohio Joint Ventures from holders of Equity Interests in the Ohio Joint Ventures contracts (other than pursuant for the payment of Indebtedness) or leases to Section 10.2.5(q)) which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds, performance and (ii) investments in response to capital calls in respect return of the Ohio Joint Ventures that maintain Borrower’s then existing ownership percentage therein; provided, in each case, that immediately before such Investment and after giving effect thereto, (A) Liquidity is greater than $20,000,000, (B) Borrower shall be in compliance with the Financial Performance Covenants calculated on a Pro Forma Basis and (C) no Default or Event of Default shall have occurred and be continuing or would result therefrom;33

Investments of a Restricted. Subsidiary of Borrower acquired after the Closing Date or of a corporation an entity merged into or amalgamated or consolidated into Borrower or merged or amalgamated into or consolidated with a Restricted Subsidiary of Borrower in accordance with a transaction that is not prohibited by Section 10.2.6 7.03 after the Closing Date 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, amalgamation or consolidation; (o19) Guarantees by Borrower additional Investments; provided that after giving Pro Forma Effect to such Investments, the Consolidated Total Net Leverage Ratio is equal to or any less than 5.25 to 1.00; (20) guarantees of its Restricted Subsidiaries of operating leases Indebtedness permitted to be incurred under Section 7.01 and obligations relating to such Indebtedness and guarantees (other than Capital Lease Obligationsguarantees of Indebtedness) or of other obligations that do not constitute Debt, in each case entered into by any Restricted Subsidiary in the ordinary course of business; (p21) advances, loans or extensions of trade credit in the ordinary course of business by the Borrowers or any of the Restricted Subsidiaries; (22) Investments consisting of purchases and acquisitions of assets or services in the ordinary course of business; (23) 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; (24) intercompany current liabilities owed to Unrestricted Subsidiaries or joint ventures Incurred in the ordinary course of business in connection with the cash management operations of the Borrowers and their Subsidiaries; (25) Investments in joint ventures of the Borrowers or any of their Restricted Subsidiaries in an aggregate amount amount, taken together with all other Investments made pursuant to this clause (25) that are at the time outstanding, not to exceed the greater of (x) $100,000,00020,000,000 and (y) 20% of Consolidated EBITDA; providedprovided that the Investments permitted pursuant to this clause may be increased by the amount of JV Distributions, that immediately before such Investment without duplication of dividends or distributions increasing amounts available pursuant to clause (c) of the first paragraph of Section 7.05; (26) the Transactions; (27) accounts receivable, security deposits and after giving effect theretoprepayments and other credits granted or made in the ordinary course of business and any Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and others, (i) Borrower shall be including in compliance connection with the Financial Performance Covenants calculated on a Pro Forma Basis bankruptcy or reorganization of, or settlement of delinquent accounts and (ii) no Default disputes with or Event of Default shall have occurred judgments against, such account debtors and be continuing or would result therefrom; (q) Investments after the Closing Date in the Ohio Joint Ventures constituting the exercise of any options existing as of May 26, 2017 and set forth on Schedule 9.1.4 and Schedule 10.2.5, to acquire additional Equity Interests in the Ohio Joint Ventures; provided, that immediately before such Investment and after giving effect thereto, (i) Borrower shall be in compliance with the Financial Performance Covenants calculated on a Pro Forma Basis and (ii) no Default or Event of Default shall have occurred and be continuing or would result therefrom; (r) Investments after the Closing Date in the Ohio Joint Ventures constituting (i) purchases of additional Equity Interests in the Ohio Joint Ventures from holders of Equity Interests in the Ohio Joint Ventures (other than pursuant to Section 10.2.5(q)) and (ii) investments in response to capital calls in respect of the Ohio Joint Ventures that maintain Borrower’s then existing ownership percentage therein; providedothers, in each case, that immediately before such Investment and after giving effect thereto, (A) Liquidity is greater than $20,000,000, (B) Borrower shall be case in compliance with the Financial Performance Covenants calculated on a Pro Forma Basis and (C) no Default or Event ordinary course of Default shall have occurred and be continuing or would result therefrombusiness;